TSX Venture: KBLT
OTCQX:
CBLLF
FRA: 27O
TORONTO, March 19, 2019 /CNW/ - Cobalt 27 Capital
Corp. ("Cobalt 27" or the "Company") (TSXV:
KBLT)(OTCQX: CBLLF)(FRA: 27O), a battery
metals streaming and royalty company, is pleased to provide a
status update on its previously announced acquisition of
Highlands Pacific Limited ("Highlands")(ASX: HIG; POMSoX:
HIG), via a definitive scheme implementation agreement (the
"Implementation Agreement"), whereby Cobalt 27 proposes to
acquire all of the issued ordinary shares of Highlands that it does
not own by means of a scheme of arrangement (the "Scheme") under
Part XVI of the PNG Companies Act in Papua New Guinea (see news release dated
January 1, 2019).
Status highlights include:
- On March 12, 2019, Highlands
filed the Independent Expert's Report concluding the Scheme
is fair and reasonable, and therefore in the best interests of
Highlands' shareholders.
- The National Court of Papua New
Guinea ordered a meeting for Highlands' shareholders to vote
on the Scheme, which has been set for April
30, 2019.
- Cobalt 27 is now Highlands' single largest shareholder, having
increased its equity interest from 13% to approximately 19.99%
during the first quarter of 2019.
- Highlands' 45-day period to approach other parties for superior
offers on its project interests ended February 16, 2019.
- Upon close of the proposed Highlands acquisition, Cobalt 27 to
gain an 8.56% interest in the producing Ramu nickel-cobalt mine, a
large, long-life, low-cost, high-growth nickel-cobalt
operation.
Independent Expert's Report - In relation to
the Scheme, the independent directors of Highlands engaged Deloitte
Corporate Finance Pty Limited ("Deloitte Corporate Finance") to
prepare an Independent Expert's Report, dated March 12, 2019, to opine on whether the Scheme is
in the best interests of holders of Scheme Shares (being all shares
in Highlands other than those held by or on behalf of Cobalt 27 or
its subsidiaries). Behre Dolbear Australia Pty Ltd. was
retained by Deloitte Corporate Finance to prepare an Independent
Technical Expert Review and Valuation of Highlands Pacific's
Mineral Assets, dated March 7,
2019 and which is incorporated by reference in the
Independent Expert's Report.
Deloitte Corporate Finance concluded that the Scheme is fair and
reasonable, and is therefore in the best interests of holders of
Scheme Shares, in the absence of a superior proposal. Under
the Implementation Agreement, Highlands had a 45-day period to
consider all options and approach other parties for superior offers
on its project interests or for Highlands in full. This period
ended on February 16, 2019.
About Highlands Pacific
Highlands is a mining
and exploration company listed on the Australian Stock Exchange and
the Port Moresby Stock Exchange in PNG. Highlands' primary assets
include an 8.56% interest in the producing Ramu mine and a 20%
interest in Frieda River Copper-Gold Project, both located in PNG.
Highlands also holds the Star Mountains Copper Gold exploration
project in PNG and has exploration tenements on Normanby Island
(Sewa Bay).
About Cobalt 27 Capital Corp.
Cobalt 27
Capital Corp. is a leading battery metals streaming company
offering exposure to metals integral to key technologies of the
electric vehicle and energy storage markets. The Company owns
physical cobalt and a 32.6% Cobalt Stream on Vale's world-class
Voisey's Bay mine, beginning in 2021. Cobalt 27 is
undertaking a friendly acquisition of Highlands Pacific which is
expected to add increased attributable nickel and cobalt production
from the long-life, world-class Ramu Mine. The Company also
manages a portfolio of 11 royalties and intends to continue to
invest in a cobalt and nickel focused portfolio of streams,
royalties and direct interests in mineral properties containing
battery metals.
For further information please visit the Company website at
www.cobalt27.com or contact:
Betty Joy LeBlanc, BA, MBA
Director, Corporate Communications
+1-604-828-0999
info@cobalt27.com
Forward-Looking Information
This news release contains certain information which
constitutes 'forward-looking statements' and 'forward-looking
information' within the meaning of applicable Canadian securities
laws. Forward-looking statements in this news release include,
without limitation: statements as to Cobalt 27's management's
expectations with respect to the proposed combination of Cobalt 27
and Highlands, including the combined company's financial position,
cash flows and growth prospects; statements as to the anticipated
benefits of the Scheme transaction; certain combined operational,
financial and other information and projections; statements
pertaining to the anticipated completion of the Scheme and the
timing thereof; and the receipt of any court, regulatory and stock
exchange approvals therefor; statements pertaining to the timing
and amounts of cash consideration related to the acquisition of
Highlands; statements pertaining to estimates of mineral resources
and mineral reserves at Ramu; statements pertaining to future
production and mining costs at Ramu; statements pertaining to
future prices of cobalt, nickel and other commodities; and
statements pertaining to the adoption of electric vehicles
globally. Forward-looking statements involve known and unknown
risks and uncertainties, most of which are beyond the Company's
control. For more details on these and other risk factors see the
Company's most recent Annual Information Form on file with Canadian
securities regulatory authorities on SEDAR at www.sedar.com under
the heading "Risk Factors". Should one or more of the risks or
uncertainties underlying these forward-looking statements
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results, performance or
achievements could vary materially from those expressed or implied
by the forward-looking statements. Accordingly, undue reliance
should not be placed on these forward-looking statements. This news
release also contains references to estimates of mineral resources
and mineral reserves. The estimation of mineral resources is
inherently uncertain and involves subjective judgments about many
relevant factors. Estimates of mineral reserves provide more
certainty but still involve similar subjective judgments. Mineral
resources that are not mineral reserves do not have demonstrated
economic viability. The accuracy of any such estimates is a
function of the quantity and quality of available data, and of the
assumptions made and judgments used in engineering and geological
interpretation (including estimated future production from the
company's projects, the anticipated tonnages and grades that will
be mined and the estimated level of recovery that will be
realized), which may prove to be unreliable and depend, to a
certain extent, upon the analysis of drilling results and
statistical inferences that ultimately may prove to be inaccurate.
Mineral resource or mineral reserve estimates may have to be
re-estimated based on: (i) fluctuations in mineral prices; (ii)
results of drilling; (iii) metallurgical testing and other studies;
(iv) proposed mining operations, including dilution; (v) the
evaluation of mine plans subsequent to the date of any estimates
and/or changes in mine plans; (vi) the possible failure to receive
required permits, approvals and licences; and (vii) changes in law
or regulation.
The forward-looking statements contained herein are made as
of the date of this release and, other than as required by
applicable securities laws, the Company does not assume any
obligation to update or revise it to reflect new events or
circumstances. The forward-looking statements contained in
this release are expressly qualified by this cautionary
statement.
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. No securities regulatory authority has
either approved or disapproved of the contents of this news
release.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/cobalt-27-provides-status-update-on-acquisition-of-highlands-pacific-300814149.html
SOURCE Cobalt 27 Capital Corp