THIS NEWS RELEASE IS NOT AUTHORIZED FOR
DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
TORONTO, Dec. 8, 2017 /CNW/ - First Cobalt Corp. (TSX-V:
FCC, ASX: FCC, OTCQB: FTSSF) (the "Company") is pleased to announce
it has entered into an agreement with a syndicate of underwriters
led by Canaccord Genuity Corp. (collectively, the "Underwriters")
pursuant to which they have agreed to purchase, on a bought deal
private placement basis, (i) an aggregate of 4,700,000 units of the
Company ("Flow-Through Units") at a price of $1.51 per Flow-Through Unit for gross proceeds of
$7,097,000 (the "FT Offering") and
(ii) an aggregate of 16,400,000 units (the "Units") of the Company
at a price of $1.10 per Unit for
gross proceeds of $18,040,000 (the
"Offering").
Each Unit consists of one common share (a "Common Share") of
First Cobalt and one-half of one common share purchase warrant
(each whole common share purchase warrant a "Warrant") of First
Cobalt. Each Flow-Through Unit consists of one common share of the
Company qualifying as a 'flow-through share' (a "Flow-Through
Share") of First Cobalt and one-half of one Warrant. Each full
Warrant will entitle the holder thereof to purchase one Common
Share of the Company at a price of $1.50 per Common Share, for a period of 24 months
following the Closing Date.
The Company has agreed to grant to the Underwriters an option to
sell up to an additional 4,550,000 Units of the Company on the same
terms and conditions as the Offering, exercisable at any time up to
48 hours prior to the closing of the Underwritten Offering. The net
proceeds of the Offering will be used to advance the exploration
and development of the Company's mineral properties located in
Ontario, Canada, growth
opportunities and working capital and general corporate
purposes.
Specifically, all proceeds from the sale of the Flow-Through
Shares will be used to incur eligible Canadian Exploration Expenses
as defined in the Income Tax Act (Canada) related the Company's projects in
Ontario, Canada.
The Units and the Flow-Through Units will be issued on a private
placement basis in certain provinces of Canada, in each case, pursuant to applicable
exemptions from the prospectus requirements under applicable
securities laws.
The Offering and the FT Offering are scheduled to close on or
about December 21, 2017 and are
subject to certain conditions including, but not limited to, the
receipt of all necessary regulatory and other approvals including
the approval of the TSX Venture Exchange and the securities
regulatory authorities. The securities issued under the FT Offering
and Offering will be subject to a hold period of four months from
the applicable closing date.
The securities being offered will not be 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 is the largest land owner in the Cobalt Camp in
Ontario, Canada. The Company
controls over 10,000 hectares of prospective land and 50 historic
mines as well as a mill and the only permitted cobalt refinery in
North America capable of producing
battery materials. First Cobalt began drilling in the Cobalt Camp
in 2017 and seeks to build shareholder value through new discovery
and growth opportunities.
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. 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 for the 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.