NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES. First Cobalt Corp. is pleased to announce that it has closed its previously announced debt and equity financing for aggregate gross proceeds of approximately US$45 million . The financing consisted of a private placement offering to United States investors of US$37.5 million principal amount of 6.95% senior secured convertible …
/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES./
First Cobalt Corp. (TSXV: FCC) (the “Company”) is pleased to announce that it has closed its previously announced debt and equity financing for aggregate gross proceeds of approximately US$45 million . The financing consisted of (i) a private placement offering to United States investors (the ” Note Offering “) of US$37.5 million principal amount of 6.95% senior secured convertible notes due December 1, 2026 (the ” Notes “), led by Cantor Fitzgerald & Co. (” Cantor “), as sole placement agent; and (ii) an overnight-marketed public offering (the ” Equity Offering “) led by BMO Capital Markets (” BMO “), as sole agent, of 38,150,000 common shares of the Company (” Common Shares “) at a price of C$0.25 per Common Share for total gross proceeds of over C$9.5 million (approximately US$7.5 million ). The Notes are convertible into Common Shares at an initial conversion rate of 4,058.24 Common Shares per US$1,000 principal amount of Notes, subject to certain adjustments set forth in the indenture governing the Notes.
“With the completion of this financing, the First Cobalt project team can now accelerate long lead equipment orders for our Canadian battery materials refinery as we pursue our vision of becoming the most sustainable producer of battery materials,” said President & CEO Trent Mell .
“Our immediate objective is to become the only producer of battery grade cobalt in North America by Q4 2022. Thereafter, we intend to produce nickel, cobalt, lithium and other battery materials from recycled lithium-ion batteries. Longer term, we are pursuing the creation of a Battery Park around our low-carbon hydrometallurgical refinery, which would include nickel sulfate production from primary feeds and lithium-ion battery precursor manufacturing.”
The Company intends to use the aggregate net proceeds of the Offering for capital expenditures associated with the expansion and recommissioning of its wholly-owned hydrometallurgical refinery located in Ontario, Canada (the ” Refinery “), including buildings, equipment, infrastructure, and other direct costs, as well as engineering and project management costs.
CIBC World Markets Inc. acted as financial advisors to the Company with respect to the Company’s refinery construction financing strategy.
In connection with their services, BMO received a cash fee equal to 6% of the aggregate gross cash proceeds received from the sale of the Common Shares under the Equity Offering and Cantor received a placement agent fee of 4% of the gross proceeds of the Note Offering.
Concurrently with the closing of the Equity Offering and the Note Offering, the termination of the Company’s at-the-market offering program became effective as of September 2, 2021 .
The securities issued pursuant to the Equity Offering were qualified for distribution pursuant to a prospectus supplement dated August 26, 2021 (the ” Prospectus Supplement “) to the Company’s short form base shelf prospectus dated November 26, 2020 (the ” Base Shelf Prospectus “), filed in each of the provinces and territories of Canada and outside of Canada to qualified investors in accordance with applicable law. The Prospectus Supplement, the Base Shelf Prospectus and the documents incorporated by reference therein, are available on the Company’s issuer profile on SEDAR at www.sedar.com .
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. 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.
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.
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 use of proceeds of the 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 the Company, filed on SEDAR at www.sedar.com , and are included in the Base Shelf Prospectus and the Prospectus Supplement. Although the Company 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, the Company 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.
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