/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Aug. 28, 2020 /CNW/ - First Cobalt Corp. (TSX-V:
FCC) (OTCQX: FTSSF) (the "Company") is pleased to announce the
closing of a non-brokered private placement previously announced on
August 11 and 18, 2020 (the
"Offering") for gross proceeds of $2,510,010. In connection with closing, the
Company has issued 8,225,000 units of the Company (the
"Flow-Through Units") at a price of $0.16 per Flow-Through Unit for gross proceeds of
approximately $1.3 million and
8,528,643 units (the "Units") of the Company at a price of
$0.16 per Unit for gross proceeds of
approximately $1.2 million.
Each Flow-Through Unit consists of one common share of the
Company qualifying as a 'flow-through share' (a "Flow-Through
Share") and one-half of one common share purchase warrant (each
whole common share purchase warrant, a "Warrant"). Each Unit
consists of one common share of the Company (a "Common Share") and
one Warrant. Each full Warrant will entitle the holder thereof to
purchase one Common Share of the Company at a price of $0.21 per Common Share, for a period of 24
months.
All proceeds from the sale of the Flow-Through Units will be
used to incur eligible Canadian Exploration Expenses as defined in
the Income Tax Act (Canada)
related to the Company's projects in Ontario, Canada. The Company intends to
use the net proceeds from the sale of Units for general corporate
purposes.
Insiders of the Company subscribed for an aggregate of 962,500
Flow-Through Units under the Offering. The issuances of
Flow-Through Units to insiders pursuant to the Offering are
considered related party transactions within the meaning of TSX
Venture Exchange Policy 5.9 – Protection of Minority Security
Holders in Special Transactions and Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company relied on exemptions
from the formal valuation and minority approval requirements in
sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the
insider participation as, at the time the transactions were agreed
to, neither the fair market value of, nor the fair market value of
the consideration for, the transactions, insofar as it involves
interested parties, exceeded 25% of the Company's market
capitalization.
In connection with certain orders, finder's fees were paid,
amounting to an aggregate of $131,040
in cash and 852,750 Warrants.
All securities issued under the Offering are subject to a hold
period of four months and one day expiring December 28, 2020. The securities have not been
registered under the United States Securities Act of 1933, as
amended and may not be offered or sold within the United States absent registration or an
exemption from the registration requirements. This news release
does not constitute an offer to sell or a solicitation of an offer
to buy any of the securities in the
United States.
About First Cobalt
First Cobalt owns North
America's only permitted cobalt refinery. Cobalt refining is
a critical component to the development and manufacturing of
batteries for electric vehicles and forms a foundational piece of
the next generation of the North American auto sector and other
electrified consumer and industrial applications. First Cobalt owns
a cobalt project in the United
States and controls significant silver and cobalt assets in
the Canadian Cobalt Camp, including more than 50 past producing
mines.
On behalf of First Cobalt Corp.
Trent Mell
President & Chief Executive Officer
Neither the 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. 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. 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.