TORONTO, March 29, 2019 /CNW/ - First Cobalt Corp. (TSX-V:
FCC; ASX: FCC; OTCQX: FTSSF) (the "Company") is pleased to announce
the closing of the non-brokered private placement previously
announced on March 4, 2019 (the
"Private Placement") to raise gross proceeds of $1,604,385 by issuing 8,913,251 units (the
"Units") of the Company at a price of $0.18 per Unit.
Each Unit consists of one common share in the capital of the
Company (a "Common Share") and one Common Share purchase warrant (a
"Warrant"). Each Warrant entitles the holder to purchase one
additional Common Share at a price of $0.27 for a period of two years. The Warrants are
subject to an acceleration clause such that, if the closing price
of the Common Shares is equal to or greater than $0.37 per share for a period of ten consecutive
trading days, the Company shall have the option to accelerate the
expiration of the Warrants to 20 calendar days from the issuance of
a notice of acceleration.
The Company intends to use the net proceeds of the Private
Placement to support ongoing work at the First Cobalt Refinery as
well as general corporate purposes.
All securities issued pursuant to the above Private Placement
will be subject to a statutory four month and one day hold period.
The Private Placement is subject to all necessary regulatory and
stock exchange approvals.
Insiders of the Company subscribed for an aggregate of 2,691,918
Units under the Private Placement. To facilitate these purchases,
insiders sold, in pre-arranged trades, a number of Common Shares
equal to the number of Units purchased by the insiders under the
Private Placement. The issuances of Units to insiders pursuant to
the Private Placement are considered related party transactions
within the meaning of TSX Venture Exchange Policy 5.9 and
Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The Company
relied on exemptions from the formal valuation and minority
approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101
in respect of insider participation as, at the time the transaction
was agreed to, neither the fair market value of, nor the fair
market value of the consideration for, the transaction, insofar as
it involves interested parties, exceeded 25% of the Company's
market capitalization. The issuance of certain securities to
insiders will be completed pending shareholder approval as required
by Australian Securities Exchange ("ASX").
In connection with certain orders, finder's fees were paid,
amounting to an aggregate of $34,419
in cash and 191,215 in warrants to finders.
The Company did not file a material change report in respect of
the related party transactions at least 21 days prior to the
closing of the Private Placement, as the Company deemed such delay
reasonable in the circumstances so as to be able to avail itself of
the proceeds of the Private Placement in an expeditious manner.
About First Cobalt
First Cobalt is a Canadian-based pure-play cobalt company and
owner of the only permitted primary cobalt refinery in North America. The Company is exploring a
restart of the First Cobalt Refinery in Ontario, Canada, which could produce 2,000
tonnes of cobalt sulfate or metallic cobalt per year. First
Cobalt's main cobalt project is the Iron Creek Cobalt Project in
Idaho, USA, which has Inferred
mineral resources of 26.9 million tonnes grading 0.11% cobalt
equivalent, or an alternative underground-only scenario of 4.4
million tonnes grading 0.3% cobalt equivalent.
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 Estimates of
Resources
Readers are cautioned that mineral resources are not economic
mineral reserves and that the economic viability of resources that
are not mineral reserves has not been demonstrated. The estimate of
mineral resources may be materially affected by geology,
environmental, permitting, legal, title, socio-political, marketing
or other relevant issues. The mineral resource estimate is
classified in accordance with the Canadian Institute of Mining,
Metallurgy and Petroleum's "2014 CIM Definition Standards on
Mineral Resources and Mineral Reserves" incorporated by reference
into NI 43-101. Under Canadian rules, estimates of inferred mineral
resources may not form the basis of feasibility or pre-feasibility
studies or economic studies except for Preliminary Economic
Assessment as defined under NI 43-101. Readers are cautioned not to
assume that further work on the stated resources will lead to
mineral reserves that can be mined economically. An Inferred
Mineral Resource as defined by the CIM Standing Committee is "that
part of a Mineral Resource for which quantity and grade or quality
are estimated on the basis of limited geological evidence and
sampling. Geological evidence is sufficient to imply but not verify
geological and grade or quality continuity. An Inferred Mineral
Resource has a lower level of confidence than that applying to an
Indicated Mineral Resource and must not be converted to a Mineral
Reserve. It is reasonably expected that the majority of Inferred
Mineral Resources could be upgraded to Indicated Mineral Resources
with continued exploration."
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. 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 First Cobalt, filed on SEDAR at
www.sedar.com. Although First Cobalt believes 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 disclaims any intention or obligation
to update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise.
SOURCE First Cobalt Corp.