Cornish Metals receives final order for plan of arrangement

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Cornish Metals Inc. ( AIM/TSXV: CUSN,OTC:SBWFF ) (” Cornish metals “, ” Cornish Canada “or the” Company “), a mineral exploration and development company focused on advancing its wholly owned and consented South Crofty tin project in Cornwall, United Kingdom, is pleased to announce that the Company has obtained a final injunction from the Ontario Superior Court of Justice approving the Company’s previously announced relocation to the United Kingdom through a Statutory Plan of Arrangement (the ” Regulation “).

As previously announced by the Company, the Arrangement will result in the transfer of all issued and outstanding ordinary shares of the Company (each a ” Cornish Canada share “) to Cornish Metals plc (” Cornish United Kingdom “) in return for the issue to the Company’s shareholders of new Cornish UK shares (each a ” Cornish UK share “), on the basis of one (1) Cornish UK share for ten (10) Cornish Canada shares, rounded down to the nearest whole number of Cornish UK shares. In the event that a holder of Cornish Canada shares holds less than ten (10) Cornish Canada shares, or the number of Cornish Canada shares held when divided by ten (10) is not a whole number, such allocation will be rounded down to the nearest whole number (or zero, if less than ten (10) Cornish Canada Shares Shares are held immediately prior to the effective date of the Scheme).

The agreement remains subject to the satisfaction of customary closing conditions and is expected to close on or about December 16, 2025. Upon completion of the agreement, Cornish Canada shares are expected to be delisted from the TSX Venture Exchange. It is also expected that an application will be made to request that the Company cease to be a reporting issuer in the applicable jurisdictions upon closing of the Transaction.

Further specific details relating to the arrangement and procedure for the exchange of Cornish Canada shares for Cornish UK shares can be found in the Company’s management information dated 22 October 2025 in relation to the Meeting (the ” Circular “). The circular and accompanying letter of dispatch (” Transfer letter “) are available under the company’s SEDAR+ profile at www.sedarplus.ca and on the Company’s website at https://cornishmetals.com/investors/shareholder-meetings/.

Registered Cornish Canada Shareholders (other than custodian holders) who have not already done so must complete and sign the Letter of Transmittal and return it, together with the certificates/DRS opinions representing their Cornish Canada Shares and all other required documents and instruments, in accordance with the procedures set out in the Letter of Transmittal and the instructions in the Circular.

ABOUT CORNISH METALS

Cornish Metals is a mineral exploration and development company bringing the critical South Crofty mineral project towards production. South Crofty:

• is a historic underground tin mine located in Cornwall, United Kingdom and benefits from existing mining infrastructure, including multiple shafts that can be used for future operations;
• is the highest known tin source that is not in production;
• may begin underground mining (valid until 2071), construction of a new processing facility and all necessary site infrastructure;
• would potentially be the first primary tin producer in Europe or North America. Tin is a critical mineral as defined by the British, American and Canadian governments as it is used in almost all electronic devices and electrical infrastructure. About two-thirds of the tin mined today comes from China, Myanmar and Indonesia;
• benefits from strong support from the local community, regional and national government, with a growing team of skilled people, local to Cornwall, and could generate more than 300 direct jobs.

ON BEHALF OF THE BOARD OF DIRECTORS

“Don Turvey”
Don Turvey
CEO and director

Contact us directly via our investor hub. Register at: https://investors.cornishmetals.com/link/P4xOzP

For additional information please contact:

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 press release may contain certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”). Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “believe,” “plan,” “estimate,” “predict,” “expect,” “potential,” “project,” “goal,” “plan,” “budget,” and “intend” and statements that an event or outcome “may,” “will,” “should,” “could,” “would” or “would” can’ take place or be achieved and other similar expressions, including the negatives thereof. Forward-looking statements contained herein include, but are not limited to, statements regarding the completion and timing of the Agreement; the fulfillment of the conditions precedent of the Scheme; timing, receipt and expected impact of judicial, regulatory and other consents and approvals for the arrangement; and the timing and effect of other significant events relating to the Scheme. All statements other than statements of historical fact included in this press release are forward-looking statements that involve various risks and uncertainties and no assurance can be given that such statements will prove to be accurate or that actual results and future events may differ materially from those anticipated in such statements.

Forward-looking statements are based on current expectations and are subject to known and unknown risks and uncertainties, many of which are beyond the Company’s ability to predict or control and could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to: risks related to the receipt of regulatory approvals; risks related to general economic and market conditions; risks associated with the availability of financing; the timing and content of upcoming work programmes; actual results of proposed exploration activities; possible variations in mineral resources or quality; expected dates for starting mining activities; the failure of facilities, equipment or processes to operate as expected; accidents, labor disputes, property disputes, claims and limitations on insurance coverage and other risks of the mining industry; changes in national and local government regulation of mining activities, tax rules and regulations. The list is not exhaustive of the factors that could affect Cornish Canada’s forward-looking statements.

The Company’s forward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and speak only as of the date such statements are made. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate and, therefore, readers are cautioned not to place undue reliance on forward-looking statements. The Company assumes no obligation to update any forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable law.

All forward-looking statements contained herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information or future events or otherwise, except as required by law.