Member Info for Valuation-it-is

Argylerich

We can vote for or against the BoD proposals. Because it is so important and critical to who has the value in the company, to be passed, the proposal to dis-apply pre-emption rights needs a 75% majority in favour of removing rights. And that is 75% of those votes cast at the meeting.

Unless I hear a very good reason to the contrary I shall be voting against dis applying pre emption rights.

As to whether they can change, it may be possible to propose an amendment to the proposals presented at the AGM. Why not write to Irene at cornish metals .com to ask? I suspect a costly and time consuming rights issue may be needed for the company to be able to include all investors.

Gingy You would expect Osisko to have a very good idea of what is going on as they have board representation. If they have " got wind of something" that would make them insiders and liable to criminal charges if they are indeed selling. Sell and be locked up?

I suspect, but do not know, they are selling because they do not have the cash they need for their own projects. I also suspect that VBR and Lansdowne would not let them off the hook if they were insider trading. If it is Osisko selling, that would suggest that other major shareholders could also trade now. It will be interesting to see if VBR or Lansdowne come in at some point to buy. But in a raise I would expect them VBR+ Lansdowne, to take up their share and maybe more, and possibly underwrite. If there is something else going on, we should have been told by now. Watch out tomorrow. Friday afternoon is a good time to bury bad news.

Watch out also to see if anyone is shorting.

If there is nothing amiss, then we would see an enormous bounce in the share price at some point.

Sorry I can't be more helpful....

GLA

Argylerich "albeit limited to those with a piece of paper saying they're professional for now."

Not nearly good enough in my book. The company should look after the small non-professional investor. Many local people have put their savings into trying to get this project going, to benefit their communities. I will not be the only one who does NOT want to see them disadvantaged by removal of pre-emption rights.

This is a clear example of why it is so important that the BoD are significantly invested. They should feel the same way as those who have committed to the project from the word go. Johny-come-latelys should not derive a huge benefit at the expense of long-standing supportive small investors. Our board regrettably, do not have large holdings of shares, which is always a warning signal when a proposal to dis-apply pre-emption rights comes up as their motivation is more concerned with obtaining funding than how it is achieved.

Dreamcatcher

The big question is what is going on. What I am picking up suggests that Osisko Development Corporation (ODV), a significant shareholder in CUSN, is needing to raise cash, a lot of cash - up to about US $400m over the next 4 years. This year their free cash flow is forecast to be a negative US$80m. So given that, and ODV's recent big non cash loss, my guess is they are having to tighten their belts and focus their resources on their major projects. This leads me to think they are behind the recent selling of the CUSN shares. Given the scale of the selling, with many times normal levels of volume going through, I think they are making a significant reduction to their 7.75% stake see

https://cornishmetals.com/investors/significant-shareholders/

Given a sale of 5-6m shares should trigger an RNS (as it would take a shareholder through a percentage holding level), someone might argue - as we have not had an RNS - that this cannot be the case. However, Osisko is North America based and I think has form in not following London rules when they previously reduced their holding. The extra volume of CUSN shares going through the market has in the last few days been 10-15mshares. So if I am right, Osisko has reduced their holding to about 5%. I consider they may be forced or even reluctant sellers. The question is where will they stop.

We also know that CUSN has to raise US $177m to fund its very attractive South Crofty project. Some minor part of that is likely to be equity. Fortunately for us, at the AGM the company is seeking permission from shareholders to do so , largely on a pre-emptive basis - see https://cornishmetals.com/investors/agm/

and look at pages36/37/38 of the Management proxy circular

So we will get the chance to do the funding, and continue to hold the same percentage of the company as hitherto.

The danger for us is if pre-emption rights are not preserved. That would probably allow new shareholders to come in and buy shares at a much lower price than we have paid, resulting in a transfer of our value to them and a transfer of voting rights to them at a cheap price. The company IS proposing that we should disapply pre-emption rights for an issue of up to 25% more shares. This is an acute danger for us, the cost of which to us, has markedly increased as a result of the recent share price fall.

My view at the moment is we should vote against the disapplication of pre-emption rights to avoid this happening.

Those who are not invested or now wish to invest, should only be able to do so, if we the owners do not wish to buy the shares ourselves. Those who are not invested or now wish to invest significantly, will of course see it differently as they will perceive that they can "buy a £10 note for a £1 coin" as Pawgee puts it.

I think the other two large shareholders, VBR and Lansdowne, will want to take up their rights, and probably increase their percentage holding .

The text begins:-

Approval of Pre-Emptive Disapplication Authority

Secondly, pursuant to the 2018 Amendments to the Articles, upon listing of the common shares

of the Company on AIM on February 16, 2021 and conditional upon the continued admission for

trading thereof, the directors also require an approval from shareholders by way of an

extraordinary resolution (being not less than 75% of votes cast at the virtual Meeting) (the “PreEmptive Disapplication Authority”) to allot for cash consideration any Equity Securities (as

defined in the Articles of Amendment) which are not first offered on a pre-emptive basis to existing

shareholders pro rata to their existing shareholdings. Accordingly, the following resolution, if

approved, would authorize the directors to: (i) allot for cash Equity Securities (as defined below)

in connection with an offer of, or invitation to apply for, Equity Securities made not only to existing

shareholders on a pre-emptive basis but also to holders of other Equity Securities (such as

subscription warrants or share options) as may be required or permitted by the rights attached to

those Equity Securities; and (ii) allot for cash Equity Securities which in number represent 25% of

the total number of shares in issue as at the Relevant Date, in each case without first having to

offer them on a pre-emptive basis to existing shareholders. If approved, the Pre-Emptive

Disapplication Authority will expire at the conclusion of the 2025 annual meeting of the Company.

Not sure I like the look of the request to give up pre-emption rights on issues of shares, representing, in number, 25% of those in issue. Given the current share price fall that could be dilutive for existing holders/ I think all share issues should be offered to existing shareholders first. i.e. that pre-emption rights should be preserved.

The resolution detailed on these pages suggest we dis-apply (or give up) our pre-emption rights.

Anyone got a good argument to vote for that?

Pawgee

If posters on CEO.CA are right, then all the more reason to have just one listing with one set of rules that apply to everybody, where ever they are based.

Https://ceo.ca/cusn

Try plugging that in the 2024 PEA and see what the NBV of SC tranche1 becomes. Then compare with the market cap.

Meanwhile the tin price gently rises!

SP drop came around 2.30pm. A N. American seller perhaps? News from this side of the pond appears to be good.

Pawgee

Pawgee: I see it the same way too.

I might also add for Gingy, that VBR and Lansdowne bought at 18p when we were 4+ years away from production, we are now 2+ years away. The NBV of the PEA in 2017 was US$130.5m with a discount rate after tax of 5%. Now the EA recently published shows a more robust US$201m despite a more demanding 8% after tax discount rate. On top of that the potential for development in other mineral rights areas has increased and the tin and copper prices appear to be on an uptrend rather than a downtrend.

My guess is that VBR and Lansdowne are insiders and cannot buy until the financing. An opportunity, but not without risks, e.g. cost pressures, geological problems, delays, staffing challenges, etc. for the rest of us.

Gingy Given VBR and Lansdowne thought it was worth investing at 18p when everything was a lot less certain, when there were less indicated and inferred resources, before the discovery of the wide formation and given VBR have since raised 600m, it seems to me they will scoop up everything they can get in the financing. Even the tin price is higher.

Extract from the proxy circular....https://cornishmetals.com/site/assets/files/5681/cusn_2024_mgmt_proxy_circular.pdf

ONLINE WEBINAR PRESENTATION ON ADDITIONAL COMPANY UPDATES

Immediately following the conclusion of the Meeting, which the Company expects to occur at

approximately 9:30 a.m. Vancouver time, (5.30pm London time) the Company intends to host a separate online webinar

to provide shareholders with the opportunity to attend a presentation of certain additional updates

in respect of the Company’s activities.

For more information on this online webinar and for more details on how to attend, please pre-

register by 12:00 p.m. (Vancouver time) or 8:00 p.m. (London time) on May 31, 2024

at https://www.eventbrite.ca/e/cornish-metals-corporate-update-tickets-885054761617

Https://cornishmetals.com/site/assets/files/5681/cusn_2024_notice_of_meeting.pdf

Worth having a careful look through the proposals.

Gingy.

Assay results are one hope, which may expand resources.

https://www.youtube.com/watch?v=lHX_niYJByc

Pawgee- this gives a flavour of their aims

https://www.barrick.com/English/news/news-details/2023/barricks-embedded-growth-projects-to-drive-value-with-30-percent-rise-in-production/default.aspx

Many thanks Pawgee, I will take a look. Will possibly bring UD into focus..................

Gingy, I think you owe Croissant an apology.

"....assuming average prices of $3.75 per pound of copper, $2,000 per ounce of gold and $19.00 per pound

of molybdenum, consolidated operating cash flows are estimated to approximate $5.8 billion for the year 2024.

The impact of copper price changes during 2024 on operating cash flows would approximate $400 million for

each $0.10 per pound change in the average price of copper." Source Freeport's 2023 Annual report.

With copper at around $4.46/lb at present i.e. about $0.70 per pound higher, that would suggest Freeport-McMoRan Inc. will have an operating cash flow of around $8.6bn this year. Capital expenditures are expected to approximate $4.6 billion in 2024, leaving a healthy $4bn of FCF for dividends, share purchases or acquisitions. Anther to watch.

Southern Copper- 4th biggest listed mining company by mkt cap- is another one which may be on the lookout for more resources to mine. It primarily produces copper. At the moment its financial gearing is such that more borrowing is unlikely, but with copper priced at around $10,000 a tonne, the price is up some 16% on the average selling price Southern Copper achieved last year. This will likely mean a considerable increase in profitability and a surge in cash flow. How will it use it?

Broomtree - Agreed and would not be welcome here.........................

But the search for minerals by the cash rich companies is likely to accelerate. They have the finance, the forecasters are anticipating a shortage of metals, thus price increases and many of the smaller explorer/developers are priced at big discounts to their NBVs, which themselves do not take into account all the companies' assets.