/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES./
TORONTO, Sept. 3, 2021 /CNW/ - 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.
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 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.