Cobalt 27 Announces Completion of $200 Million Public Offering, Share Consolidation, Change of Business and Resumption of Trading
June 23, 2017
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
(Unless otherwise noted, all currency amounts are stated in Canadian dollars)
Cobalt 27 Capital Corp. (the “Company” or “Cobalt 27”) is pleased to announce the closing of its previously announced underwritten 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 $200.0 million Offering consisted of 10.9 million Shares being issued for gross cash proceeds of $98.3 million and 11.3 million Shares being issued to acquire 1,205.6 tonnes of physical cobalt for a total cost of $101.7 million. At closing of the Offering, the Company used US$59.2 million or approximately $78.4 million of the net cash proceeds to concurrently purchase an additional 953.0 tonnes of physical cobalt for an aggregate of 2,158.6 tonnes of physical cobalt.
The Offering was completed through a syndicate of underwriters led by Scotiabank, 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”). In addition, the Company has granted the Underwriters an option, exercisable in whole or in part at any time until 30 days following the closing of the Offering, to purchase from the Company at the Offering Price up to an additional 15% of the number of Shares sold under the Offering.
In conjunction with closing of the Offering, the Company advises:
1. Consolidation - As a condition of undertaking the Offering, the Company’s common shares were consolidated on the basis of one new Share for every 20 shares previously outstanding immediately prior to closing. There is no change of name or trading symbol for the Company. The Company’s new CUSIP number is 19075M309. Letters of transmittal describing the process by which shareholders may obtain new certificates representing their consolidated Shares will be mailed shortly to registered shareholders.
2. Change of Business - The Company has received TSX Venture Exchange approval to its change of business to be pure-play cobalt company.
3. Tier Change – The Company is now a Tier 1 issuer on the TSX Venture Exchange.
4. Resumption of Trading – Trading of the Company’s shares will resume trading at the open on Friday, June 23, 2017, under the symbol: “KBLT”.
Following the closing of the Offering and the share consolidation, Cobalt 27 has a total of 23,881,394 Shares outstanding.
About Cobalt 27 Capital Corp.
Cobalt 27 Capital Corp. is an investment 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.