TORONTO, June 4, 2018 /CNW/ - First Cobalt Corp. (TSX-V:
FCC; ASX: FCC; OTCQX: FTSSF) (the "Company") is pleased to announce
the completion of the previously announced acquisition of US Cobalt
Inc. by way of plan of arrangement. US Cobalt shareholders will
receive 1.5 common shares of First Cobalt for each US Cobalt share
held and US Cobalt has become a wholly-owned subsidiary of First
Cobalt.
The transaction received formal approval from the Committee on
Foreign Investment in the United
States (CFIUS) on June 1,
2018. Trading of US Cobalt shares is expected to be halted
until they are delisted from the TSX Venture Exchange at close of
June 5, 2018. US Cobalt will also
submit an application to cease to be a reporting issuer under the
securities laws of the applicable provinces of Canada.
In conjunction with this transaction, the Company has
reconstituted its Board of Directors to include Mr. Garett Macdonald, technical advisor with US
Cobalt. Mr. Macdonald, MBA, P. Eng., is a mining engineer with
extensive experience in project development and mine operations
with over 22 years of industry experience. He has managed large
technical programs through the concept, feasibility and into
construction stages and has senior management and board level
experience with several public companies. Mr. Macdonald led JDS
Energy & Mining's Eastern Canadian business operations as Vice
President of Project Development. He also held roles in mine
operations and engineering with senior Canadian mining firms Teck
Corporation, Placer Dome and Suncor Energy, as well as the Vice
President of Operations for Rainy River Resources prior to
$310M sale of Rainy River to New Gold Inc. in 2013. Mr.
Macdonald is currently the President & CEO of Tower Resources.
He holds a Master of Business Administration degree from
Western University's Ivey Business
School and a Bachelor of Engineering (Mining) from Laurentian University.
The Company also announces that Jason
Bontempo has resigned as a director of First Cobalt.
The Company thanks Mr. Bontempo for his invaluable contributions to
building First Cobalt.
Trent Mell, President & Chief
Executive Officer, commented:
"Garett Macdonald's extensive
experience as a mine developer is a welcome addition to the board
of First Cobalt as we move to fast track activities at the Iron
Creek Project in Idaho and
leverage synergies with First Cobalt's refinery in Ontario. I am pleased to welcome him to the
board and I look forward to his input on strategy and
execution."
Other Information
As part of the Transaction, (a) all US Cobalt warrants
outstanding participated in the transaction on a comparable basis
to holders of US Cobalt common shares based on the in-the-money
portion of those securities, and (b) all US Cobalt stock options
outstanding were replaced with First Cobalt stock options which may
be exercisable for First Cobalt shares based on the share exchange
ratio for the remainder of their original term.
The transaction was completed in accordance with a plan of
arrangement which received court final approval by the Supreme
Court of British Columbia on
May 23, 2018. The terms of the
transaction were set out in an arrangement agreement between First
Cobalt and US Cobalt dated March 13,
2018, as amended. The arrangement agreement contained
certain representations and warranties as well as other terms and
conditions that are customary in a transaction of this nature.
Additional information regarding the terms of the transaction is
set out in US Cobalt's management information circular dated
April 13, 2018, which is available
under US Cobalt's profile on SEDAR.
The purpose of the transaction was to enable First Cobalt to
acquire ownership and control of all issued and outstanding common
shares of US Cobalt. Immediately prior to the closing of the
transaction, First Cobalt held 1,410,500 common shares of US Cobalt
(representing approximately 1.8% of the issued and outstanding
common shares). Pursuant to the transaction, First Cobalt acquired
all of the remaining common shares of US Cobalt, being 76,978,913
common shares, and as a result, First Cobalt now holds 78,389,413
common shares of US Cobalt (representing 100% of the issued and
outstanding common shares).
About First Cobalt
First Cobalt is a vertically integrated North America pure-play cobalt company. First
Cobalt has three significant North American assets: the Iron Creek
Project in Idaho, which has a
historic mineral resource estimate (non-compliant with NI 43-101)
of 1.3M tons grading 0.59% cobalt;
the Canadian Cobalt Camp, with more than 50 past producing mines;
and the only permitted cobalt refinery in North America capable of producing battery
materials.
On behalf of First Cobalt Corp.
Trent Mell
President & Chief Executive Officer
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy
of this release.
Cautionary Note Regarding Forward-Looking
Statements
This news release may contain forward-looking statements and
forward-looking information (together, "forward-looking
statements") within the meaning of applicable securities laws and
the United States Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical facts, are
forward-looking statements. Generally, forward-looking statements
can be identified by the use of terminology such as "plans",
"expects', "estimates", "intends", "anticipates", "believes" or
variations of such words, or statements that certain actions,
events or results "may", "could", "would", "might", "occur" or "be
achieved". Forward-looking statements involve risks, uncertainties
and other factors that could cause actual results, performance and
opportunities to differ materially from those implied by such
forward-looking statements. In particular, forward-looking
information included in this news release includes, without
limitation, the anticipated timing for delisting of the US Cobalt
shares. Factors that could cause actual results to differ
materially from these forward-looking statements are set forth in
the management discussion and analysis and other disclosures of
risk factors for each of First Cobalt and US Cobalt, filed on SEDAR
at www.sedar.com. Although First Cobalt and US Cobalt believe that
the information and assumptions used in preparing the
forward-looking statements are reasonable, undue reliance should
not be placed on these statements, which only apply as of the date
of this news release, and no assurance can be given that such
events will occur in the disclosed times frames or at all. Except
where required by applicable law, First Cobalt and US Cobalt
disclaim any intention or obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
Historic Estimates
US Cobalt considers the cobalt and copper tonnage and grade
estimates above as historical estimates. The historical estimates
do not use categories that conform to current CIM Definition
Standards on Mineral Resources and Mineral Reserves as outlined in
National Instrument 43-101, Standards of Disclosure for Mineral
Projects ("NI 43-101") and have not been redefined to conform to
current CIM Definition Standards. They were prepared in the 1980s
prior to the adoption and implementation of NI 43-101. A qualified
person has not done sufficient work to classify the historical
estimates as current mineral resources and US Cobalt is not
treating the historical estimates as current mineral resources.
More work, including, but not limited to, drilling, will be
required to conform the estimates to current CIM Definition
Standards. Investors are cautioned that the historical estimates do
not mean or imply that economic deposits exist on the Iron Creek
property. US Cobalt has not undertaken any independent
investigation of the historical estimates nor has it independently
analyzed the results of the previous exploration work in order to
verify the accuracy of the information. US Cobalt believes that the
historical estimates are relevant to continuing exploration on the
Iron Creek property.
SOURCE First Cobalt Corp.