/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES./
TORONTO, Aug. 24, 2021 /CNW/ - First Cobalt
Corp. (TSXV: FCC) (the "Company") is pleased to announce the
pricing of its previously announced overnight-marketed public
offering (the "Equity Offering") of common shares of the Company
(the "Common Shares") for total gross proceeds of approximately
US$7.5 million (C$9.5 million) at a price of C$0.25 per Common Share. The Equity Offering is
being led by BMO Capital Markets as sole agent (the "Agent").
The Company is also pleased to announce the conversion price of
its previously announced private placement offering (the "Note
Offering") of US$37.5 million
principal amount of 6.95% senior secured convertible notes due
December 1, 2026 (the "Notes"). The
initial conversion rate of the Notes will be 4,058.2400 shares per
US$1,000, (equivalent to an initial
conversion price of approximately US$0.25 per share) subject to certain adjustments
set forth in the indenture governing the Notes. The initial
conversion price of the Notes represents a premium of approximately
25% over the price of the Equity Offering.
The Company intends to use the aggregate net proceeds of the
Note Offering and the Equity Offering for capital expenditures
associated with the expansion and recommissioning of the Refinery,
including buildings, equipment, infrastructure, and other direct
costs, as well as engineering and project management
costs.
Convertible Note Offering
The Note Offering is expected to close on or about September 1, 2021, concurrently with the Equity
Offering. Closing of the Note Offering is subject to customary
closing conditions, including the approval of the Note Offering and
the listing of the underlying Common Shares by the TSX Venture
Exchange. The completion of the Note Offering is also conditional
on completion of the Equity Offering.
Equity Offering
The Company expects to file a prospectus supplement (the
"Prospectus Supplement") to its previously filed short form base
shelf prospectus dated November 26,
2020 (the "Base Shelf Prospectus") in connection with the
Equity Offering by no later than August 26,
2021, being the date that is two days from the pricing of
the Equity Offering.
The Prospectus Supplement, when filed, will contain important
additional information about the Company, the Note Offering and the
Equity Offering. Prospective investors should read the Prospectus
Supplement and the Base Shelf Prospectus, including the documents
incorporated by reference therein, and the other documents the
Company has filed on SEDAR before making an investment decision.
Copies of the Base Shelf Prospectus, and, when filed, the
Prospectus Supplement to be filed in connection with the Equity
Offering, can be found on SEDAR at www.sedar.com.
The Equity Offering is scheduled to close on or about
September 1, 2021 and is subject to
customary closing conditions including the receipt of all necessary
regulatory approvals, including the approval of the TSXV. The
completion of the Equity Offering is also conditional on completion
of the Note Offering.
The securities offered have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any applicable U.S. state
securities laws, and may not be offered or sold in the United States absent registration or an
available exemption from the registration requirement of the U.S.
Securities Act and applicable U.S. state securities laws. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About First Cobalt
First Cobalt's mission is to be the most sustainable producer of
battery materials. In 2022, the Company plans to commission
North America's only cobalt
sulfate refinery, a critical asset in the development and
manufacturing of batteries for electric vehicles. First Cobalt also
owns the Iron Creek cobalt-copper project in Idaho, USA as well as several significant
cobalt and silver properties in the Canadian Cobalt Camp.
On behalf of First Cobalt Corp.
Trent Mell
President & Chief Executive Officer
Neither 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. Specifically, statements with respect
to the completion of the Note Offering and Equity Offering and the
timing thereof, the filing of the Prospectus Supplement and the
timing thereof, the use of proceeds of the Note Offering and Equity
Offering, the development of the Refinery, and other matters
ancillary or incidental to the foregoing 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, and are included in the Base Shelf
Prospectus and will be included in the Prospectus Supplement.
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.