Cobalt 27 Announces Strategic $130 Million Private Placement Offering
Proceeds to be used in the acquisition of cobalt streams and royalties
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES
Toronto, Ontario – March 1, 2018 - Cobalt 27 Capital Corp. (“Cobalt 27” or the “Company”) (TSXV: KBLT)(FRA: 27O) announced today that the Company has agreed on terms for a strategic private placement of common shares of the Company (“Common Shares”) with a group of investors. Under the agreed terms, the Company will issue up to 11.4 million Common Shares at a price of $11.40 per Common Share for aggregate gross proceeds to the Company of up to $130 million (the “Offering”). The Offering is being conducted by a syndicate of agents co-led by Credit Suisse Securities (USA) LLC and TD Securities Inc., and including Numis Securities Limited. The Common Shares to be issued under the Offering will not be qualified by a prospectus, and accordingly the Common Shares will be subject to customary restrictions on transfer required pursuant to applicable securities laws (including a customary four month hold period in Canada).
The net proceeds of the Offering will be used by the Company to fund the acquisition of cobalt-related streams and royalties and general corporate purposes. “At a time when we see the acceleration of the adoption of the electric vehicle and tremendous opportunity to capitalize on the structural changes underway in the energy and automobile industries, the proceeds of this private placement will strengthen Cobalt 27’s balance sheet and liquidity, and better positions us to execute the many opportunities currently available to the Company,” commented Anthony Milewski, Chairman of Cobalt 27.
“We are very pleased to welcome a number of new cornerstone investors to the Cobalt 27 story through this offering. In addition, the continued support we have received from several existing shareholders is very gratifying and speaks to the strong shareholder following we have developed since our IPO in June of last year,” further stated Mr. Milewski.
Completion of the Offering is subject to a number of conditions, including, without limitation, the finalization of definitive subscription documentation and receipt of all regulatory approvals before closing, including the conditional approval of the TSX Venture Exchange. The Offering is expected to close on or about March 9, 2018.
The offer and sale of the Common Shares is being conducted in the United States by way of a private placement in reliance on Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, and in Canada and other jurisdictions by way of private placement under applicable accredited investor exemptions. The Common Shares have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities herein described, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
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 owns over 2,982 Mt of physical cobalt and manages a portfolio of seven cobalt royalties. The Company intends to continue investing in a cobalt-focused portfolio of streams, royalties and direct interests in mineral properties containing cobalt, while potentially adding to its cobalt physical holdings when opportunities arise.
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 press release.
Forward-Looking Information: This press 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 pertaining to the Offering; and statements pertaining to the timing of completion of the Offering. 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. 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.