back Global Cobalt Announces Strategic Reorganization and Spin-Out of New Energy Metals Company
April 7, 2015 | Category: Press Releases
VANCOUVER, BC / TNW-ACCESSWIRE / APRIL 7th, 2015 / GLOBAL COBALT CORP. (TSXV:GCO, OTCBB:GLBCF, FRA:3P0) ("Global Cobalt" and/or the "Company") is pleased to announce that its Board of Directors has unanimously approved a strategic reorganization of its business components into two separately listed public corporations by the spin-out of certain North American mineral exploration projects to a newly incorporated company ("SpinCo"). Shareholders of the Company will receive shares in SpinCo in proportion to their shareholdings in Global Cobalt. There will be no change to shareholders' existing interests in the Company.
- Spin-out of New Energy Metals Company to Focus on M&A and Project Development in Battery Metals Projects as well as holding the current North American projects of Werner Lake and Iron Creek
- Global Cobalt will continue to hold those agreements associated with Karakul and the Altai Satellite projects in Russia
- Global Cobalt Shareholders Receive Shares of SpinCo on 1:1 basis to holdings in Global Cobalt
- Shareholder meeting scheduled June 11th, 2015 for holders of record of common shares of Global Cobalt as at 12:01 a.m. on May 7th, 2015 with the registrar and transfer agent of Global Cobalt
Erin Chutter, President & CEO commented:
"The management and Board of Directors of Global Cobalt believe that the creation of two separate public companies, dedicated to the pursuit of their respective businesses, will allow each separate entity to focus their efforts and is an excellent opportunity for shareholders to maximize the value of their Global Cobalt holdings with additional investment choices and enhanced flexibility."
The Company is undertaking the reorganization in order to facilitate the separation of Global Cobalt's current business activities to reflect the different interests intended to be pursued by the restructured Global Cobalt and newly formed SpinCo.
The spin-out transaction should also maximize shareholder value by allowing the market to value SpinCo's North American mineral exploration business independently of Global Cobalt's project portfolio in Russia. In addition to allowing the Company to continue to focus efforts on securing and developing Karakul, the Company is confident that having a separately funded and managed mineral exploration business will accelerate development of Werner Lake and Iron Creek and give scope for new acquisitions in the energy metals sector.
It is intended that, as part of the reorganization, Global Cobalt's current shareholders will receive shares of SpinCo by way of a share exchange, pursuant to which each existing share of Global Cobalt is exchanged for one "new" share of Global Cobalt and one share of SpinCo. Warrant-holders of Global Cobalt will receive warrants of SpinCo, which are proportionate to, and reflective of the terms of, their existing warrants. The reorganization will be effected by way of a Plan of Arrangement (the "Arrangement") under the Business Corporations Act (British Columbia), and must be approved by the Supreme Court of British Columbia and by the affirmative vote of 66 2/3% of Global Cobalt's shareholders in attendance at a shareholders' meeting.
The Company intends to apply for a listing of the shares of SpinCo on the TSX Venture Exchange ("TSXV"). Any such listing will be subject to SpinCo fulfilling all of the requirements of the TSXV. Global Cobalt will maintain its listing on the TSXV and will change its name and trading symbol concurrent to the closing of the Arrangement.
Global Cobalt will focus on the continued development of the Karakul Project ("Karakul") and the exploration and development of additional properties in the Altai Republic, Russia (the "Altai Satellites").
As part of the Arrangement, Global Cobalt will effectively transfer 100% of the rights of the Werner Lake and Iron Creek projects to SpinCo.
SpinCo will be managed by Global Cobalt's current team and a Board of Directors will be nominated at the shareholders' meeting. The current board of Global Cobalt will remain intact until the shareholders' meeting at which time a new board will be constituted.
The strategic reorganization remains conditional on the approval of final documentation by the Board of Directors of Global Cobalt, approval of the strategic reorganization by the TSX Venture Exchange, approval of shareholders of Global Cobalt, and approval of the Supreme Court of British Columbia, among other things.
Additional details of the spin-out transaction will be included in an information circular to be mailed to shareholders of Global Cobalt in connection with the Company's shareholders meeting referred to above. That shareholders' meeting is expected to be held in June 2015 and closing will follow.
Global Cobalt Corporation:
Global Cobalt Corporation is a publicly traded Canadian resource company that was founded in 2007 to take advantage of the global transformation that is occurring in the strategic metals sector of the mining industry. Through a combination of acquisitions and internally developed businesses, Global Cobalt exploits market opportunities as they emerge in various sectors of the energy metals sector with emphasis on those metals, such as cobalt, used in the rechargeable battery space.
For Further Information:
Mr. Mitchell Smith, Corporate Development
Suite 1501-128 West Pender Street
Vancouver, BC V6B 1R8
Tel: +1 (604) 688-4219
Fax: +1 (604) 688-4215
Email: [email protected]
www.GlobalCobaltCorp.com
TSXV:GCO; OTCBB:GLBCF; FRA:3P0; CUSIP:37890F
Cautionary Statement on Forward-Looking Information:
This news release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws, concerning the business, operations and financial performance and condition of the Company. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements contained in this news release include statements with respect to: expectations regarding shareholder approval of the Amendment; the delivery of a National Instrument 43-101 compliant technical report and mineral resource estimate for the Karakul cobalt project and the ability of the Company to raise the additional funds required for the continued development of its mineral properties. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Factors that could cause actual results to differ materially from our expectations include uncertainty about the level of shareholder support for the Amendment and the share issuances contemplated thereunder; the need to obtain permits and governmental approvals; risks of construction and mining projects such as accidents, equipment breakdowns, bad weather, non-compliance with environmental and permit requirements, unanticipated variation in geological structures, ore grades or recovery rates; unexpected cost increases; fluctuations in metal prices and currency exchange rates; the impact of economic sanctions on companies conducting business in Russia; and other risk and uncertainties disclosed in reports and documents filed by the Company with applicable securities regulatory authorities from time to time. The forward-looking statements made in this news release reflect management's beliefs, opinions and projections on the date the statements are made. Except as required by law, Global Cobalt assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.