/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
TSX.V: FCC
OTCQX: FTSSF
TORONTO, Feb. 6, 2020 /CNW/ - First Cobalt Corp. (TSX-V:
FCC; OTCQX: FTSSF) (the "Company") is pleased to announce the
closing of an upsized non-brokered private placement previously
announced on January 22, 2020 (the
"Offering") for gross proceeds of $2,113,030. In connection with closing, the
Company has issued 15,093,074 units (the "Units") at a price of
$0.14 per Unit.
Each Unit consists of one common share in the capital of the
Company and one common share purchase warrant (a "Warrant"). Each
Warrant entitles the holder thereof to purchase one additional
Common Share at a price of $0.21 for
a period of two years. The Warrants are subject to accelerated
expiry if the closing price of the common shares of the Company is
equal to or greater than $0.37 per
share for a period of ten consecutive trading days, in which case
the Company will have the option, but not the obligation, to
accelerate the expiry to 20 calendar days from the date of
notice.
The Company intends to use the net proceeds of the Private
Placement for general corporate purposes.
Insiders of the Company subscribed for an aggregate of 2,208,000
Units under the Offering. The issuances of Units to insiders
pursuant to the Offering 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.
In connection with certain orders, finder's fees were paid,
amounting to an aggregate of $31,795
in cash and 159,046 Warrants.
All securities issued under the Offering are subject to a hold
period of four months and one day from closing. The securities have
not been registered under the United States Securities Act of 1933,
as amended and may not be offered or sold within the United States absent registration or an
exemption from the registration requirements. This news release
does not constitute an offer to sell or a solicitation of an offer
to buy any of the securities in the
United States.
About First Cobalt
First Cobalt owns North
America's only permitted cobalt refinery. Cobalt refining is
a critical component to the development and manufacturing of
batteries for electric vehicles and forms a foundational piece of
the next generation of the North American auto sector and other
electrified consumer and industrial applications. First Cobalt owns
a cobalt project in the United
States and controls significant mineral assets in the
Canadian Cobalt Camp, including more than 50 past producing
mines.
On behalf of First Cobalt Corp.
Trent Mell
President & Chief Executive Officer
Neither the 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. 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.