Cobalt 27 Prices $200 million Public Offering of Common Shares and Files Final Prospectus
June 16, 2017
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario - (June 16, 2017) -
Cobalt 27 Capital Corp. (the “Company” or “Cobalt 27”) is pleased to announce that it has priced its public offering (the “Offering”) of 22,222,225 post-consolidated common shares (“Shares”) at a price of $9.00 per Share (the “Offering Price”). The $200 million Offering will consist of 10,924,420 Shares being sold for gross cash proceeds of $98,319,780, and 11,297,805 Shares being issued to acquire 1,205.6 tonnes of physical cobalt for a total cost of $101,680,245. Cobalt 27 has filed its final long form prospectus dated June 16, 2017 (the “Prospectus”) with the securities commissions in each of the provinces and territories of Canada, except Québec, in connection with the Offering.
The Offering is being made through a syndicate of underwriters led by Scotia Capital Inc., Canaccord Genuity Corp., and TD Securities Inc. (the “Lead Underwriters”) and includes BMO Nesbitt Burns Inc., GMP Securities L.P., Haywood Securities Inc., Cormark Securities Inc., Eight Capital, PI Financial Corp., Sprott Private Wealth Inc. and Numis Securities Inc., (collectively, with the Lead Underwriters, the “Underwriters”). The Company has entered into an underwriting agreement with the Underwriters for the Offering.
The Company has granted to the Underwriters an over-allotment option, exercisable in whole or in part for a period of 30 days following the closing of the Offering, to purchase up to an additional 3,333,333 Shares at the Offering Price.
The Company has provided notice to each of the vendors of physical cobalt that the Company will be acquiring the full amount of cobalt previously optioned. Pricing under each contract (“Cobalt Contracts”) has been established, and in aggregate the Company will be acquiring 2,157.5 tonnes of physical cobalt consisting of 1,486.5 tonnes of premium-grade cobalt and 671.0 tonnes of standard-grade cobalt. A total of 951.9 tonnes of cobalt are being acquired for cash consideration, with the balance of 1,205.6 tonnes of cobalt being acquired for Shares. An aggregate of 11,297,805 Shares will be issued to and held by the vendors of cobalt, which will represent approximately 47% of the Company’s total issued and outstanding Shares upon closing of the Offering and the Cobalt Contracts.
The net proceeds realized from the Shares sold for cash will be used toward the acquisition of physical cobalt ($78,519,245), three years of expected general and administrative costs (expected to be approximately $2,000,000 per year), and a reserve to evaluate and acquire streams, royalties and direct interests in mineral properties containing cobalt.
Both the Offering and the purchase of physical cobalt under the Cobalt Contracts are expected to close concurrently on or about June 23, 2017, subject to customary closing conditions, including the receipt of all necessary regulatory approvals. The TSX Venture Exchange (the “TSXV”) has conditionally approved the listing of the Shares being sold under the Offering. The Company’s Shares will resume trading on the TSXV on closing of the Offering, on a post-consolidated basis. As a condition of undertaking the Offering, the Company’s Shares will be consolidated on the basis of one new Share for every 20 shares previously outstanding immediately prior to closing. There will be a total of 23,881,394 Shares outstanding after closing of the Offering.
The Offering is only made by the Prospectus. The Prospectus contains important information about the securities being offered. Potential investors should read the Prospectus prior to making an investment decision. A copy of the Prospectus is available under the Company’s profile on the SEDAR website at www.sedar.com.
About Cobalt 27 Capital Corp.
Cobalt 27 Capital Corp. is a minerals company that offers pure-play exposure to cobalt, an integral element in key technologies of the electric vehicle and battery energy storage markets. The Company intends to acquire and hold physical cobalt, as well as manage and grow a cobalt-focused portfolio of streams, royalties and direct interests in mineral properties containing cobalt.
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.
Forward-Looking Information: This press release contains forward-looking statements that involve known and unknown risks and uncertainties, most of which are beyond the Company's control. The forward-looking statements contained in this release include, but are not limited to, those in respect of the anticipated closing date of the Offering and the listing of the Company’s Shares on the TSXV. 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. 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.
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction outside Canada. This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United States or any other jurisdiction outside of Canada. The securities offered pursuant to the Prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States or to a U.S. person absent registration or pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States.