In the news release, First Cobalt Completes $2.5 Million Private Placement, issued 28-Aug-2020 by First Cobalt Corp. over CNW, we are advised by the company that the price per Unit in the first paragraph should read $0.14 rather than $0.16 as issued inadvertently. Additionally, an amendment has been made in the fifth paragraph to indicate that the finder’s fees were paid to Red Cloud Securities Inc. and others. The complete, corrected release follows:
First Cobalt Completes $2.5 Million Private Placement
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Aug. 28, 2020 /CNW/ – First Cobalt Corp. (TSX-V: FCC) (OTCQX: FTSSF) (the “Company”) is pleased to announce the closing of a non-brokered private placement previously announced on August 11 and 18, 2020 (the “Offering”) for gross proceeds of $2,510,010. In connection with closing, the Company has issued 8,225,000 units of the Company (the “Flow-Through Units”) at a price of $0.16 per Flow-Through Unit for gross proceeds of approximately $1.3 million and 8,528,643 units (the “Units”) of the Company at a price of $0.14 per Unit for gross proceeds of approximately $1.2 million.
Each Flow-Through Unit consists of one common share of the Company qualifying as a ‘flow-through share’ (a “Flow-Through Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Unit consists of one common share of the Company (a “Common Share”) and one Warrant. Each full Warrant will entitle the holder thereof to purchase one Common Share of the Company at a price of $0.21 per Common Share, for a period of 24 months.
All proceeds from the sale of the Flow-Through Units will be used to incur eligible Canadian Exploration Expenses as defined in the Income Tax Act (Canada) related to the Company’s projects in Ontario, Canada. The Company intends to use the net proceeds from the sale of Units for general corporate purposes.
Insiders of the Company subscribed for an aggregate of 962,500 Flow-Through Units under the Offering. The issuances of Flow-Through Units to insiders pursuant to the Offering are considered related party transactions within the meaning of TSX Venture Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the insider participation as, at the time the transactions were agreed to, neither the fair market value of, nor the fair market value of the consideration for, the transactions, insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization.
In connection with certain orders, finder’s fees were paid to Red Cloud Securities Inc. and others, amounting to an aggregate of $131,040 in cash and 852,750 Warrants.
All securities issued under the Offering are subject to a hold period of four months and one day expiring December 28, 2020. The securities have not been registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States absent registration or an exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.
About First Cobalt
First Cobalt owns North America’s only permitted cobalt refinery. Cobalt refining is a critical component to the development and manufacturing of batteries for electric vehicles and forms a foundational piece of the next generation of the North American auto sector and other electrified consumer and industrial applications. First Cobalt owns a cobalt project in the United States and controls significant silver and cobalt assets in the Canadian Cobalt Camp, including more than 50 past producing mines.
On behalf of First Cobalt Corp.
President & Chief Executive Officer
Neither the 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.
SOURCE First Cobalt Corp.
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