back Global Cobalt Announces Non-Brokered Private Placement to Complete Plan of Arrangement
April 27, 2015 | Category: Press Releases
VANCOUVER, BC / APRIL 27th, 2015 / GLOBAL COBALT CORP. (TSXV:GLOBAL COBALT, OTCBB:GLBCF, FRA:3P0) ("Global Cobalt" and/or the "Company") is pleased to announce a non-brokered private placement (the "Offering") of up to 5,000,000 units (the "Units") of the Company at a price of $0.05 per Unit for up to CAD $250,000.
The Offering is expected to close, subject to approval from the TSX Venture Exchange, on or about May 1, 2015 or such other date as the Company may determine. Proceeds from the Offering will be used to complete the plan of arrangement and spin-out transaction (the "Transaction") announced on April 7th, 2015.
The non-brokered private placement will consist of the Company issuing up to 5,000,000 Units at a price of $0.05 per Unit. Each Unit consists of one common share of the Company (a "Share") and one common share purchase warrant (a "Warrant") entitling the holder to acquire an additional common share of the Company (a "Warrant Share") for a period of 24 months following the Closing Date at an exercise price of $0.07 per Warrant Share.
In connection with the Offering, the Company may pay finder's fees to arm's-length third parties consisting of: (i) cash commission of up to 8% of the gross proceeds of the Offering; and (ii) broker warrants ("Broker Warrants") in an amount up to 8% of the total number of Units under the Offering. Each Broker Warrant will expire 24 months from the date of issue (the "Broker Warrant Expiry Date") and will entitle the holder thereof to purchase one Unit of the Company at a price of $0.07 per Unit at any time up until the Broker Warrant Expiry Date.
As announced on April 20th, 2015, Global Cobalttâ?s majority shareholder, Imperial Mining Holding Limited ("IMHL"), agreed to sign a lock-up arrangement with Global Cobalt fully supporting the plan of arrangement and spin-out of the new energy metals focused company. Key to this lockup is that IMHL, with a 27.8% holding of the Company, has agreed to waive its right to receive securities in SpinCo effectively reducing SpinCo's outstanding shares and strengthening shareholder's equity.
Equally important is that all other shareholders of Global Cobalt common shares on the effective date of the Transaction, other than those held directly and indirectly by IMHL, will be entitled to received one SpinCo Share for each common share of Global Cobalt held on the Effective Date.
The spinout transaction should also maximize shareholder value by not only providing exposure to SpinCo's North American assets and future acquisition initiatives but also through their continued position in Global Cobalt and the interest in its 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 financed and managed mineral exploration business will accelerate the development of Werner Lake and Iron Creek, and give scope for new acquisitions in the energy metals sector.
The securities issued in the private placement will be subject to a hold period of four months plus one day following the issue date, under applicable Canadian securities legislation.
The private placement is subject to TSX Venture Exchange approval.
A shareholders' meeting to consider and vote on the Plan of Arrangement amongst other matters will be held on June 11th, 2015. 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.
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:GLOBAL COBALT; OTCBB:GLBCF; FRA:3P0; CUSIP:37890F
Cautionary Statement on Forward-Looking Information:
This news release contains "forward-looking statements" and "forward-looking informationnâ?"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.