Company Information
Cornish Metals (TSX-V:CUSN and AIM:CUSN) is a Canadian mineral exploration and development company focused on its mineral projects in Cornwall, United Kingdom with its flagship projects being the United Downs copper-tin project and the South Crofty tin project. In addition, the Company holds 15,000 ha in exploration licences across the county. It also maintains an interest in the Nickel King project, an exploration property which is prospective for nickel in the Northwest Territories in Canada and the Sleitat project, an exploration property which is prospective for tin and tungsten in Alaska. In addition, the Group holds a royalty on two non-producing tungsten assets located in the Northwest Territories and the Yukon, Canada.
Country of Incorporation and Main Countries of Operation
Cornish Metals is incorporated federally in Canada under the CBCA with registered number 423627-1. The Company’s registered office is located at Suite 960-789 West Pender Street, Vancouver, British Columbia, V6C 1H2, Canada and its principal place of business is Suite 580, 625 Howe Street, Vancouver, British Columbia, V6C 2T6, Canada
The Company can be contacted in the UK at Cornish Metals Limited, p/o South Crofty Ltd., South Crofty Mine, Dudnance Lane, Pool, Redruth, Cornwall TR15 3QT.
The Group's principal operating activities are in the United Kingdom and Canada.
Company Directors
Nominated and Other Key Advisers
Corporate Governance
Constitutional Documents
Constating Documents
Cornish Metals’ current constating documents consist of its articles and its by-laws.
Articles
- Articles of Continuance dated March 26, 2004
- Articles of Arrangement dated May 3, 2004
- Articles of Amendment dated July 24, 2020
- Articles of Amendment dated February 16, 2021 (to be updated with revised document to be provided by Corporations Canada)
On May 3, 2004, Strongbow Resources Inc. (“Strongbow Resources”) amalgamated with Navigator Exploration Corp. under the Canada Business Corporations Act pursuant to a plan of arrangement to form Strongbow Exploration Inc. (“Strongbow Exploration”). Upon such amalgamation, under the resulting Articles of Arrangement dated May 3, 2004, the articles of Strongbow Exploration (now Cornish Metals) comprised the articles of Strongbow Resources prior to such amalgamation (see the Articles of Continuance dated March 26, 2004).
On July 24, 2020, Strongbow Exploration changed its name to “Cornish Metals Inc.” (see the Articles of Amendment dated July 24, 2020).
On February 16, 2021, Cornish Metals further amended its articles in connection with its admission to trading its common shares on the AIM Market of the London Stock Exchange (see the Articles of Amendment dated February 16, 2021).
By-Laws
The Amended and Restated By-Law Number 1 became effective as of June 30, 2021 and was ratified and confirmed by shareholders at Cornish Metals’ Annual General and Special Meeting held on July 30, 2021.
Directors Responsibilities, Committees and Policies
Board, Committees and Policies
Financial Reports and Associated Documents
Financials and Management Discussion & Analysis
Admission Documents and Circulars
AIM Admission Document
Shareholder Meeting Documents & Circulars: Notice of Meeting AGM July 8, 2020 and Management Proxy Circular AGM July 8, 2020
Published Market Announcements
Rule 17 of the AIM Rules
When acquiring shares in the Company, Shareholders are entitled under Canadian securities laws to categorise themselves as “objecting” (“OBOs”) or “non-objecting” (“NOBOs”). By registering as such, which they usually do through the entity through which they acquired their shares, OBOs are noting that they object to their interest and their details being disclosed to the Company, in respect of interests up to 10 per cent. of the issued share capital of the Company after which level Canadian securities law makes disclosure mandatory. NOBOs on the other hand are noting the fact that they do not object to their shareholdings and their details being disclosed to the Company.
Rule 17 of the AIM Rules requires, inter alia, that an AIM quoted company must notify the market of any changes of which it is aware to its Shareholders’ interests in 3 per cent. or more of the Common Shares and changes thereto (of any movements through a percentage point upwards or downwards). The Shareholders approved on 15 January 2018 a resolution to amend the By-laws, effective from Admission and conditional upon the continued admission of the Common Shares to trading on AIM, to require that Shareholders holding interests in 3 per cent. or more of the Common Shares inform the Company thereof and to inform the Company of relevant subsequent changes thereto.
Significant Shareholders and the Percentage of Shares not in Public Hands
Shares Issued and Outstanding
Rights of Shareholders
As the Company is incorporated in Canada, shareholders’ rights may be different to rights of shareholders in a UK incorporated company.
Share restrictions
There are no restrictions on the free transferability of the Company's AIM securities.
Details of other exchanges and trading platforms
Cornish Metals’ shares are currently listed on the Venture Exchange of the Toronto Stock Exchange (TSX-V:CUSN) and depositary interests in the shares are admitted to trading on AIM of the London Stock Exchange (AIM:CUSN).
City Code and Shareholder Protections
The Company is incorporated in Canada, and, accordingly, transactions in Common Shares in the Company will not be subject to the UK Takeover Code. As a result, Shareholders will not be afforded the protections of the UK Takeover Code. However, Canadian laws applicable to the Company provide for early warning disclosure requirements in relation to potential takeover bids, further details of which are set out in Section 22 of Part 1 of the Company’s AIM Admission Document dated 16 February 2021.
This information was last updated on February 18, 2021
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