Vision Blue Resources Announces Final Subscription Results Regarding Cornish Metals Inc.

LONDON, Feb. 3, 2025 /CNW/ - Vision Blue Resources Ltd. ("VBR") announces the determination of the number of common shares ("Common Shares") of Cornish Metals Inc. ("Cornish") to be acquired by VBR as part of series of transactions to raise a minimum of £56 million (the "Fundraise") by Cornish. This supplements information provided in news releases of Cornish issued on January 28, 2025 and the early warning report of VBR filed on January 30, 2025 (the "Initial Early Warning Report").

As part of the Fundraise, VBR entered into a subscription agreement (the "Subscription Agreement"), pursuant to which VBR conditionally agreed to subscribe for such number of Common Shares at a price of £0.08 (approximately C$0.144 based on the Bank of Canada's closing daily exchange rate for British pounds on January 31, 2025 of C$1.7984 per £1.00 (the "Exchange Rate")) per Common Share (the "Issue Price") as is required in order to maintain its percentage ownership interest in Cornish following completion of the Fundraise, which is approximately 25.95% of the issued and outstanding Common Shares (the "Participation Right Subscription"). Separate from the Participation Right Subscription, VBR also conditionally agreed pursuant to the Subscription Agreement to subscribe for such further Common Shares which would be required in order for the VBR Subscription to raise, in aggregate, up to a maximum of £18,280,550 (before expenses) for Cornish (the "Additional Subscription", and together with the Participation Right Subscription, the "VBR Subscription"). 

For more information regarding the VBR Subscription, the Subscription Agreement and the Fundraise, see the press releases of Cornish issued on January 28, 2025 and January 31, 2025 regarding the Fundraise and the Initial Early Warning Report.

In connection with the determination of the results of the retail offer forming part of the Fundraise, it has been determined that VBR will acquire an aggregate of 226,043,156 Common Shares at the Issue Price for a total purchase price of £18,083,452.48 (approximately C$32,550,214.46 based on the Exchange Rate) pursuant to the VBR Subscription, comprised of 34,722,222 Common Shares to be acquired in connection with closing of the first tranche of the Fundraise as part of the Participation Right Subscription (the "First Tranche Closing") and, subject to the satisfaction of certain conditions, including the approval of holders of Common Shares ("Shareholders") at the meeting of Shareholders to be held on or about March 18, 2025, 191,320,934 Common Shares to be acquired in connection with closing of the second tranche of the Fundraise as the remaining part of the Participation Right Subscription and the Additional Subscription (the "Second Tranche Closing").

Immediately prior to the First Tranche Closing, VBR holds an aggregate of 138,888,889 Common Shares, representing approximately 25.95% of the outstanding Common Shares on a non-diluted basis. VBR also holds 138,888,889 Common Share purchase warrants as described in the Initial Early Warning Report.

Immediately following the First Tranche Closing, VBR is expected to hold an aggregate of 173,611,111 Common Shares, representing approximately 25.95% of the outstanding Common Shares on a non-diluted basis. Immediately following the Second Tranche Closing, VBR is expected to hold an aggregate of 364,932,045 Common Shares, representing approximately 29.14% of the outstanding Common Shares on a non-diluted basis. The foregoing percentages assume that no additional Common Shares will be issued by Cornish, including through the exercise of options or warrants, prior to the First Tranche Closing or Second Tranche Closing, as applicable.

VBR is acquiring the Common Shares for investment purposes and intends to review its investment in Cornish on a continuing basis. VBR may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction, over securities of Cornish through market transactions, private agreements, treasury issuances or otherwise.

The head office of Cornish is located at Suite 960 - 789 West Pender Street, Vancouver, British Columbia, V6C 1H2. The head office of VBR located at 1 Royal Plaza, Royal Avenue, St Peter Port, GY1 2HL Guernsey.

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 (an "Early Warning Report"). VBR filed the Initial Early Warning Report on January 30, 2025. VBR will file, with each of the applicable Canadian securities regulators, an amended Early Warning Report reflecting the information contained in this news release, which will be available on Cornish's profile on SEDAR+ at www.sedarplus.ca.

SOURCE Vision Blue Resources Ltd.