/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES./
TORONTO, Feb. 22, 2021 /CNW/ - First Cobalt Corp. (TSXV:
FCC) (OTCQX: FTSSF) (the "Company") is pleased to announce
that is has established an at-the-market equity program (the
"ATM Program") that allows the Company to issue up to
$10,000,000 of common shares (the
"Common Shares") from treasury to the public from time to
time, at the Company's discretion.
Sales of Common Shares, if any, under the ATM program are
anticipated to be made in transactions that are deemed to be
"at-the-market distributions" as defined in National Instrument
44-102 – Shelf Distributions, as sales made directly on the
TSX Venture (the "TSXV") or any other recognized Canadian
"marketplace" within the meaning of National Instrument 21-101 –
Marketplace Operation, at the prevailing market price at the
time of sale. Since the Common Shares will be distributed at
trading prices prevailing at the time of the sale, prices may vary
between purchasers and during the period of distribution.
The Company intends to use the net proceeds from any sales of
Common Shares under the ATM Program, if any, for the advancement of
its Refinery Project located in Ontario,
Canada and for general corporate purposes.
Distributions of the Common Shares through the ATM Program, if
any, will be made pursuant to the terms of an equity distribution
agreement (the "Distribution Agreement") between the Company
and Cantor Fitzgerald Canada Corporation (the "Agent"). The
volume and timing of distributions under the ATM Program, if any,
will be determined at the Company's sole discretion. The Company is
not obligated to make any sales of Common Shares under the ATM
Program and, as at the date hereof, no Common Shares have been
distributed by the Company pursuant to the Distribution Agreement.
The ATM Program will be effective until the earlier of the issuance
and sale of all of the Common Shares issuable pursuant to the ATM
Program and December 26, 2022, unless
terminated prior to such date by the Company or the Agent.
The ATM Program is being facilitated pursuant to a prospectus
supplement dated February 22, 2021
(the "Prospectus Supplement") to the Company's base shelf
prospectus dated November 26, 2020
(the "Base Prospectus") filed with the securities
commissions in each of the provinces of Canada. The Prospectus Supplement and the Base
Prospectus are available online under the Company's profile on
SEDAR at www.sedar.com. Alternatively, the Agent will send copies
of such documents to Canadian investors upon request by contacting
Cantor Fitzgerald Canada Corporation 181 University Avenue, Suite
1500 Toronto, Ontario M5H 3M7 or
by email at CantorATM@cantor.com. The Distribution Agreement is
also available under the Company's profile on SEDAR at
www.sedar.com.
Warrant Acceleration
Under the terms of the warrants issued as part of the Company's
March 2019 and February 2020 private placements, in the event
that the closing price of the Common Shares on the TSXV is equal to
or greater than $0.37 per Common
Share for a period of not less than 10 consecutive trading days
(the "Acceleration Trigger"), the Company is permitted to
accelerate the expiry date of each set of warrants to a date that
is twenty (20) calendar days from the date notice of such
acceleration is provided to the holders of warrants. The
Acceleration Trigger has been met as of market close today and the
Company has elected to accelerate the warrant expiry dates.
On February 23, 2021, the Company
will provide holders of outstanding warrants with notice of the
occurrence of the Acceleration Trigger and of its election to
accelerate the expiry date of the warrants to March 15, 2021.
Any warrants that have not been exercised by 5:00 p.m. (Toronto time) on March
15, 2021 will be automatically cancelled, and of no further
force or effect.
There are currently: (i) 2,957,482 warrants outstanding at a
strike price of $0.27 per Common
Share that will have their expiry date accelerated to March 15, 2021 (from March
29, 2021); and (ii) 5,604,561 warrants outstanding at a
strike price of $0.21 per Common
Share that will have their expiry date accelerated to March 15, 2021 (from February 5, 2022).
Warrant holders wishing to exercise their warrants should
contact their advisors and submit an exercise notice in accordance
with the terms of the warrants.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy securities, nor will there be any
sale of the securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities have
not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
in the United States or to, or for
the account or benefit of, U.S. persons absent registration or an
applicable exemption from the registration requirements.
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 contains 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". The forward-looking statements contained herein may
include, but is not limited to, information concerning the expected
sale of Common Shares under the ATM Program, the price, volume and
timing of the sale and distribution of Common Shares under the ATM
Program, the anticipated use of proceeds of any offering under the
ATM Program, anticipated benefits and impacts of the ATM Program,
and statements regarding the timing for provision to holders of
notice of the Acceleration Trigger and the accelerated warrant
expiry date in connection therewith. Forward-looking
statements are based on First Cobalt's current beliefs and
assumptions as to the outcome and timing of future events,
including, but not limited to, that the Company makes sales of
Common Shares under the ATM Program, that the proceeds of any
offering conducted under the ATM Program will be deployed as
anticipated, the anticipated benefits and impacts of the ATM
Program being realized, and the notice of the Acceleration Trigger
and the accelerated warrant expiry date will be as planned.
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 include,
among other things: the ability of the Company to successfully
close a financing, including the ATM Program, the price, volume and
timing of sale of Common Shares under the ATM Program not being
determinable at this time, the anticipated use of proceeds from any
offering made under the Company's Base Prospectus and any offerings
to be conducted thereunder including the ATM Program, the benefits
and impacts of the ATM Program not being as anticipated, the notice
of the Acceleration Trigger and the accelerated warrant expiry date
not being as planned, the risks and uncertainties relating to
exploration and development, the ability of the Company to obtain
additional financing, the need to comply with environmental and
governmental regulations, fluctuations in the prices of
commodities, operating hazards and risks, competition and other
risks and uncertainties and other such factors as are set forth in
the Base Prospectus and the Prospectus Supplement, as well as 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.