![]() All statements, other than statements of historical facts, are 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. Pursuant to the transaction, First Cobalt acquired all of the remaining common shares of US Cobalt, being 76,978,913 common shares, and as a result, First Cobalt now holds 78,389,413 common shares of US Cobalt (representing 100% of the issued and outstanding common shares).Ĭautionary Note Regarding Forward-Looking Statements Immediately prior to the closing of the transaction, First Cobalt held 1,410,500 common shares of US Cobalt (representing approximately 1.8% of the issued and outstanding common shares). The purpose of the transaction was to enable First Cobalt to acquire ownership and control of all issued and outstanding common shares of US Cobalt. Additional information regarding the terms of the transaction is set out in US Cobalt's management information circular dated April 13, 2018, which is available under US Cobalt's profile on SEDAR. The arrangement agreement contained certain representations and warranties as well as other terms and conditions that are customary in a transaction of this nature. The terms of the transaction were set out in an arrangement agreement between First Cobalt and US Cobalt dated March 13, 2018, as amended. The transaction was completed in accordance with a plan of arrangement which received court final approval by the Supreme Court of British Columbia on May 23, 2018. I am pleased to welcome him to the board and I look forward to his input on strategy and execution."Īs part of the Transaction, (a) all US Cobalt warrants outstanding participated in the transaction on a comparable basis to holders of US Cobalt common shares based on the in-the-money portion of those securities, and (b) all US Cobalt stock options outstanding were replaced with First Cobalt stock options which may be exercisable for First Cobalt shares based on the share exchange ratio for the remainder of their original term. " Garett Macdonald's extensive experience as a mine developer is a welcome addition to the board of First Cobalt as we move to fast track activities at the Iron Creek Project in Idaho and leverage synergies with First Cobalt's refinery in Ontario. Trent Mell, President & Chief Executive Officer, commented: Bontempo for his invaluable contributions to building First Cobalt. The Company also announces that Jason Bontempo has resigned as a director of First Cobalt. He holds a Master of Business Administration degree from Western University's Ivey Business School and a Bachelor of Engineering (Mining) from Laurentian University. Macdonald is currently the President & CEO of Tower Resources. He also held roles in mine operations and engineering with senior Canadian mining firms Teck Corporation, Placer Dome and Suncor Energy, as well as the Vice President of Operations for Rainy River Resources prior to $310M sale of Rainy River to New Gold Inc. Macdonald led JDS Energy & Mining's Eastern Canadian business operations as Vice President of Project Development. He has managed large technical programs through the concept, feasibility and into construction stages and has senior management and board level experience with several public companies. Eng., is a mining engineer with extensive experience in project development and mine operations with over 22 years of industry experience. ![]() Garett Macdonald, technical advisor with US Cobalt. In conjunction with this transaction, the Company has reconstituted its Board of Directors to include Mr. US Cobalt will also submit an application to cease to be a reporting issuer under the securities laws of the applicable provinces of Canada. Trading of US Cobalt shares is expected to be halted until they are delisted from the TSX Venture Exchange at close of June 5, 2018. The transaction received formal approval from the Committee on Foreign Investment in the United States (CFIUS) on June 1, 2018. US Cobalt shareholders will receive 1.5 common shares of First Cobalt for each US Cobalt share held and US Cobalt has become a wholly-owned subsidiary of First Cobalt. (TSX-V: FCC ASX: FCC OTCQX: FTSSF) (the "Company") is pleased to announce the completion of the previously announced acquisition of US Cobalt Inc.
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