TORONTO, May 24, 2022 /CNW/ - Vision Blue Resources Limited ("Vision Blue") announces today that, in private placement offering (the "Offering") by Cornish Metals Inc. ("Cornish Metals") under an investment agreement dated March 27, 2022 (the "Investment Agreement"), Vision Blue has subscribed for and acquired beneficial ownership and control of 138,888,889 units, each unit comprised of one common share and one common share purchase warrant of Cornish Metals. Vision Blue acquired the units for a purchase price of £0.18 (approximately C$0.29) per unit for an aggregate purchase price of £25,000,000 (approximately C$40,012,500). Each warrant entitles the holder to purchase one additional common share at a price of £0.27 (approximately C$0.43) per share for a period of 36 months commencing on May 24, 2022.
Upon completion of the Offering, Vision Blue held 138,888,889 common shares and 138,888,889 warrants of Cornish Metals, representing approximately 27.18% of the issued and outstanding common Shares on an undiluted basis, and approximately 42.75% on a partially diluted basis.
The units were acquired by Vision Blue for investment purposes. Pursuant to the Investment Agreement, for as long as Vision Blue holds not less than 10% of the issued and outstanding common shares of Cornish Metals, Vision Blue has the right to nominate one person to be a non-executive director of Cornish Metals, and Vision Blue will have a participation right to maintain its percentage ownership interest in Cornish Metals upon any offering of securities at the subscription price and on similar terms as are applicable to such offering. Pursuant to a lock-in agreement between Vision Blue and Cornish Metals, and subject to certain exceptions, the common shares and warrants acquired by Vision Blue pursuant to the Offering, and any common shares issued on exercise of the warrants or other common shares acquired by Vision Blue after the date of such lock-in agreement, cannot be sold or otherwise disposed of for a period of 12 months following the admission of the common shares issued pursuant to the Offering for trading on the AIM market operated by the London Stock Exchange.
Vision Blue intends to review its investment in Cornish Metals on a continuing basis. Vision Blue may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction, over securities of Cornish Metals through market transactions, private agreements, treasury issuances or otherwise. Vision Blue's head office is located at Third Floor, 1 Le Truchot, St Peter Port, Guernsey GY1 1WD.
This news release is issued pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report containing additional information with respect to the foregoing to be filed with the applicable Canadian securities regulators. Such early warning report will be available under the Company's profile at www.sedar.com.
For more information, or to obtain a copy of the subject early warning report, please contact:
Michael Oke, Andy Mills
Tel: +44 207 321 0000
Mobile +44 7834 368 299, +44 7841 748 911
SOURCE Vision Blue Resources Limited