Vancouver, November 3, 2021
Cornish Metals Inc. (TSX-V/AIM: CUSN) (“Cornish Metals” or the “Company”) reports that it has received
final approval from the TSX Venture Exchange (“TSX-V”) for the agreement with Galena Special Situations
Limited (formerly Galena Special Situations Master Fund Limited) (“Galena”) and Tin Shield Production
Inc. (“Tin Shield” and together with Galena, the “Sellers”) to restructure the deferred consideration to be
paid to the Sellers on the acquisition of the South Crofty tin project and associated mineral rights in 2016
(see news releases dated March 17, 2016, June 30, 2021 and October 4, 2021).
Key points:
• Replacement of fixed and variable payments under the original share purchase agreement with
fixed payments linked to pre-agreed project related milestones.
• The new fixed payments comprise:
o 7,000,000 common shares (the “Closing Shares”) without par value in the share capital of
the Company (“common shares”) which were issued October 29, 2021 at a price of $0.184
per share as follows: 52.5% (3,675,000) of the Closing Shares to Galena and 47.5%
(3,325,000) of the Closing Shares to Tin Shield;
o In addition to the 7,000,000 Closing Shares, a total of US$9,750,000 will be paid in
common shares (the “Milestone Shares”) as certain milestones are reached. The
Milestone Shares will be issued as follows:
§ Milestone 1 - US$4,750,000 to be paid in common shares upon closing of either
the financing for the dewatering of the mine at the South Crofty tin project, and
/ or any interim financings (up to 10% of the gross proceeds of such interim
financings); and
§ Milestone 2 - US$5,000,000 to be paid in common shares upon a decision made
by Cornish Metals to proceed with the development and/or construction of a
mine either at the South Crofty tin project or at the United Downs property.
The Closing Shares are subject to a hold period of four months and one day from the date of issuance, in
accordance with applicable Canadian securities legislation.
The Closing Shares will rank pari passu with the existing shares and application was made yesterday for
the 7,000,000 Closing Shares to be admitted to trading on AIM ("Admission"). It is expected that
Admission will become effective and dealings in the Closing Shares will commence at 8:00 a.m. (London
Time) on or around 8 November, 2021. The Closing Shares will also trade on the TSX-V.
Following the issuance of the Closing Shares, Cornish Metals’ issued and outstanding share capital consists
of 276,920,157 shares. The Company does not hold any issued shares in treasury. Shareholders may use
this figure as the denominator for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the Company.
The issuance of the Milestone Shares by the Company is subject to TSX-V approval prior to such issuance,
and the Company undertakesto make a formal filing with the TSX-V prior to the issuance of the Milestone
Shares. The TSX-V will determine the acceptability of the pricing of the Milestone Shares at the time of
such TSX-V approval, and the Company commits to paying the respective filing fees when approval is
sought for each issuance. Any Milestone Shares, when issued, will be subject to a hold period in Canada
expiring four months and a day following the date of such issuance, in accordance with applicable
Canadian securities legislation.
ABOUT CORNISH METALS
Cornish Metals completed the acquisition of the South Crofty tin and United Downs copper / tin projects,
plus additional mineral rights located in Cornwall, UK, in July 2016 (see Company news release dated July
12, 2016). The additional mineral rights cover an area of approximately 15,000 hectares and are
distributed throughout Cornwall. Some of these mineral rights cover old mines that were historically
worked for copper, tin, zinc, and tungsten.
For additional information please contact:
In North America:
Irene Dorsman at (604) 200 6664 or by e-mail at irene@cornishmetals.com
SP Angel Corporate Finance LLP
(Nominated Adviser & Joint Broker)
Tel: +44 203 470 0470
Richard Morrison
Charlie Bouverat
Grant Barker
Hannam & Partners (Joint Broker)
Tel: +44 207 907 8500
Matthew Hasson
Andrew Chubb
Ernest Bell
Blytheweigh (Financial PR/IR-London)
Tel: +44 207 138 3204
Tim Blythe tim.blythe@blytheweigh.com
Megan Ray megan.ray@blytheweigh.com
ON BEHALF OF THE BOARD OF DIRECTORS
“Richard D. Williams”
Richard D. Williams, P.Geo
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Caution regarding forward looking statements
This news release contains "forward-looking statements", including but not limited to, statements with respect to
the expiration of hold periods in Canada on common shares, Admission with respect to AIM, trading on the TSX-V,
the issuance of the Milestone Shares and the approval of the TSX-V to be sought in respect of such issuance of
Milestone Shares.
Forward-looking statements, while based on management's best estimates and assumptions at the time such
statements are made, are subject to risks and uncertainties that may cause actual results to be materially different
from those expressed or implied by such forward-looking statements, including but not limited to: risks related to
receipt of regulatory approvals, risks related to general economic and market conditions; risks related to the COVID19 global pandemic and any variants of COVID-19 which may arise; risks related to the availability of financing; the
timing and content of upcoming work programs; actual results of proposed exploration activities; possible variations
in Mineral Resources or grade; failure of plant, equipment or processes to operate as anticipated; accidents, labour
disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; changes
in national and local government regulation of mining operations, tax rules and regulations.
Although Cornish Metals has attempted to identify important factors that could cause actual results to differ
materially from those contained in forward-looking statements, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate,
as actual results and future events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements. Cornish Metals undertakes no obligation or
responsibility to update forward-looking statements, except as required by law.
