Join today and have your say! It’s FREE!

Become a member today, It's free!

We will not release or resell your information to third parties without your permission.
Please Try Again
{{ error }}
By providing my email, I consent to receiving investment related electronic messages from Stockhouse.

or

Sign In

Please Try Again
{{ error }}
Password Hint : {{passwordHint}}
Forgot Password?

or

Please Try Again {{ error }}

Send my password

SUCCESS
An email was sent with password retrieval instructions. Please go to the link in the email message to retrieve your password.

Become a member today, It's free!

We will not release or resell your information to third parties without your permission.
Quote  |  Bullboard  |  News  |  Opinion  |  Profile  |  Peers  |  Filings  |  Financials  |  Options  |  Price History  |  Ratios  |  Ownership  |  Insiders  |  Valuation

Bullboard - Stock Discussion Forum US Cobalt Inc V.USCO

"US Cobalt Inc is a natural resource corporation engaged in the acquisition, exploration and development of exploration and evaluation assets with its primary focus on the development of the Iron Creek cobalt property in Idaho, USA."

TSXV:USCO - Post Discussion

US Cobalt Inc > merger
View:
Post by thedave2006 on Mar 14, 2018 6:49am

merger

 

First Cobalt to acquire U.S. Cobalt

 

2018-03-14 06:09 ET - News Release

Also News Release (C-USCO) US Cobalt Inc

Mr. Trent Mell of First Cobalt reports

FIRST COBALT ANNOUNCES FRIENDLY ACQUISITION OF US COBALT

First Cobalt Corp. and U.S. Cobalt Inc. have entered into a definitive agreement whereby First Cobalt will acquire all of the issued and outstanding shares of U.S. Cobalt pursuant to a plan of arrangement, further enhancing First Cobalt's position as a pure-play North American cobalt company.

Under the terms of the Arrangement Agreement, all of the US Cobalt issued and outstanding common shares will be exchanged on the basis of 1.5 First Cobalt common shares for each US Cobalt common share issued and outstanding (the "Exchange Ratio"). The Exchange Ratio represents a 61.8% premium to US Cobalt's closing price and a 58.5% premium based on both companies' 5-day volume-weighted average trading prices, both as at March 13, 2018. As part of the Transaction, it is expected that (a) all US Cobalt stock options outstanding will be replaced with First Cobalt stock options and be exercisable for First Cobalt shares based on the Exchange Ratio for the remainder of their original term, and (b) all US Cobalt warrants outstanding will participate in the Transaction on a comparable basis to holders of US Cobalt common shares based on the in-the-money portion of those securities. This implies a total equity value of approximately $149.9 million on a fully-diluted in-the-money basis.

Upon completion of the Transaction, existing First Cobalt and US Cobalt shareholders will own approximately 62.5% and 37.5% of the combined company respectively, on a fully-diluted in-the-money basis, assuming all US Cobalt options and warrants are exercised prior to completion of the Transaction.

Transaction Highlights

Clean Cobalt: Strategically positions First Cobalt as a leading non-DRC cobalt company with North American projects located in close proximity to infrastructure as well as electric vehicle and technology hubs such as Michigan and California

Vertically Integrated: Pure-play North American cobalt company with three significant North American assets Ontario: 50 historic mines across 100 km2 in the Canadian Cobalt Camp

Idaho: Iron Creek Cobalt Project in the U.S. with a historic mineral resource estimate (non-compliant with NI 43-101) of 1.3M tons grading 0.59% cobalt

Refinery: The only permitted cobalt refinery in North America capable of producing battery materials Revaluation Opportunity: Combined entity will have an enhanced capital markets profile with a global institutional shareholder base, a strong balance sheet and a proven management team

Comment by thedave2006 on Mar 14, 2018 11:01am
Details of FCC merger with USCO is confusing. If it is suppose to be valued at $149.9 US and USCO has about 56M o/s shares, how can the premium of 61% or thereabout be calculated for USCO shares, of which closed at $1.01 yesterday??
Comment by rotten2core on Mar 14, 2018 11:19am
Yes I agree, Dave. But I have found the agreement and It reads 1.5 FCC shares for every 1.0 USCO shares. Since FCC shates are trading at 1.10, they are essentially paying 1.65 per USCO share. You will now own shares in undoubtedly the most exciting pure play Cobalt company in North America. FCC has the only Cobalt refinery in NA capable of producing battery minerals as well as 50 cobalt mines. And ...more  
The Market Update
{{currentVideo.title}} {{currentVideo.relativeTime}}
< Previous bulletin
Next bulletin >

At the Bell logo
A daily snapshot of everything
from market open to close.

{{currentVideo.companyName}}
{{currentVideo.intervieweeName}}{{currentVideo.intervieweeTitle}}
< Previous
Next >
Dealroom for high-potential pre-IPO opportunities