TORONTO, ONTARIO--(Marketwired - Aug. 21, 2017) - First Cobalt Corp. (TSX VENTURE:FCC) (OTCQB:FTSSF) ("First Cobalt") and CobalTech Mining Inc. ("CobalTech") (TSX VENTURE:CSK) are pleased to announce that, following the signing of a binding letter of intent June 23, 2017, they have entered into a definitive merger agreement.
Highlights:
- Creates a leading pure-play cobalt exploration company with a portfolio of high quality exploration assets, 11 former producing mines and a mill facility in the Cobalt, Ontario mining camp
- Experienced management team based in Toronto, with a proven track record of discovery, development, and finance, and located in close proximity to the Cobalt Camp
- Increased scale of the combined company will enhance its capital markets profile, liquidity, provide greater access to capital across the exchanges and provides for rerating potential.
CobaltTech CEO Bruce Bragagnolo commented,
"This transaction creates immediate value for CobalTech shareholders and allows them to participate in further upside within a larger, more liquid company. Our shared vision of exploring for bulk cobalt mining opportunities in the Ontario Cobalt Camp will be facilitated with this merger."
Trent Mell, First Cobalt President and CEO commented,
"I am pleased to see our two companies coming together. The Cobalt Camp has been under-explored for its cobalt potential and has never seen the meaningful land consolidation achieved through this merger and the proposed merger between First Cobalt and Cobalt One. These transactions are expected to create the largest pure play cobalt explorer in the world and offers an opportunity to revisit this camp on a district scale for open pit mining potential."
Under the terms of the agreement, First Cobalt will acquire all issued and outstanding common shares of CobalTech by way of a court approved plan of arrangement. CobalTech shareholders will receive 0.2632 of a First Cobalt common share for each CobalTech common share, representing the equivalent of $0.20 per CobalTech common share.
Completion of the transaction is subject to a number of conditions including approval by the shareholders of CobalTech and receipt of all required regulatory approvals, including the approval of the TSXV. The transaction cannot be completed until these conditions are satisfied and the required approvals are obtained.
Update to First Cobalt Trading
First Cobalt also announces that it is continuing discussions with Canadian regulators with a view to resuming trading of its common shares as soon as possible. Trading was originally halted pending an ordinary course review by the TSX Venture Exchange of filings relating to the acquisition by First Cobalt of Cobalt One Limited, announced June 26, 2017. The resumption of trading remains subject to the approval of the TSX Venture Exchange and First Cobalt will provide a further update once a trading date has been confirmed.
About CobalTech
CobalTech Mining Inc. is a North American cobalt company with assets in Ontario, Canada. The company owns the Duncan Kerr Property located outside of Cobalt, Ontario, in an area known for its geological setting responsible for unique mineralization composed of quartz-carbonate veins enriched in silver-cobalt-nickel-bismuth-arsenic. The company is committed to operating within the strict environmental, health, and safety framework governed by the e3 Plus regulation put forth by the Prospectors & Developers Association of Canada (PDAC).
