NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
First Cobalt Corp. (TSX-V: FCC; OTCQX: FTSSF) (the "Company") is pleased to announce that it has entered into an agreement pursuant to which Eight Capital, as lead underwriter and sole bookrunner, together with a syndicate of underwriters, will purchase 16,130,000 units of the Company ("Units"), on a "bought deal" basis pursuant to the filing of a prospectus supplement to First Cobalt's short form base shelf prospectus dated November 26, 2020, which prospectus supplement will be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, other than Quebec, at a price of $0.31 per Unit (the "Offering Price") for aggregate gross proceeds to First Cobalt of $5,000,300 (the "Offering"). All figures are in Canadian dollars unless otherwise stated.
Each Unit shall consist of one common share of the Company (a "Unit Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant shall be exercisable into one common share of the Company at an exercise price of $0.50 per common share for a period of 24 months from the Closing Date (as defined below) (the "Warrant Shares" or together with the Unit Shares, "Shares").
The Company has granted Eight Capital an over-allotment option to distribute up to an additional 15% of the Units at the Offering Price, exercisable in whole or in part at any time for 30 days following the closing of the Offering.
The Company intends to use the net proceeds of the Offering for the advancement of the First Cobalt Refinery and for general corporate purposes.
The closing date of the Offering is scheduled to be on or about January 21, 2021, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and any applicable securities regulatory authorities.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer or sale would be unlawful. The Units, Shares and Warrants, as well as the Shares issuable upon exercise of the Warrants, have not been and will not be registered under the U.S. Securities Act, or any securities or "blue sky" laws of any of the states of the United States. Accordingly, such securities may not be offered or sold within the United States except in accordance with an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
On behalf of First Cobalt Corp.
President & Chief Executive Officer
For more information visit www.firstcobalt.com or contact:
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. 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.