Thank-you for your email regarding news release dated June 18, 2019, outlining the proposed acquisition of
Cobalt 27 Capital Corp. by Pala Investments Limited.
Further information regarding the Arrangement will be included in the
Information Circular that Cobalt 27 will
mail to shareholders within 30 days, in connection with the special meeting of shareholders to be held in August 2019, to consider and vote on the Arrangement. The special meeting and shareholder vote is to be held approximately 40 days after the Information Circular is mailed. The Arrangement Agreement and Information Circular will be filed on the SEDAR profile of Cobalt 27 on the SEDAR website at:
https://www.sedar.com/DisplayProfile.do?lang=EN&issuerType=03&issuerNo=00028920 Under the terms of the proposed transaction, Pala Investments will acquire Cobalt 27 in a cash and share transaction whereby Cobalt 27 (under proposed ownership by Pala Investment), will retain the physical cobalt and Voisey’s Bay cobalt stream. Shareholders of Cobalt 27 Capital Corp. (“Cobalt 27”, or the “Company”), other than Pala Investments Limited (“Pala”), will receive total consideration of C$5.75 for each common share held, consisting of:
- C$3.57 in cash, and C$2.181 in shares of Nickel 28 Capital Corp. (“Nickel 28”), a newly created entity which will retain Cobalt 27’s existing nickel-focused assets
- Total consideration of C$5.75 represents ~66% and ~46% premiums to Cobalt 27’s June 17, 2019, closing price on the TSX-V and 20-day VWAP as at the same date on the TSX-V, respectively.
The proposed transaction calls for certain assets of Cobalt 27 to be transferred to Nickel 28, the shares of which will be distributed to Cobalt 27 shareholders as part of the Consideration. Effective on closing of the Arrangement, the following key assets will be transferred to and held by
Nickel 28:
- 8.56% joint venture interest in Ramu; a producing, long life, low-cost, nickel-cobalt mine;
- royalties relating to the Dumont, Turnagain, Flemington, Nyngan, Triangle, Rusty Lake, Professor & Waldman, North Canol and Sunset properties;
- certain equity stakes, including approximately 7.4% of Giga Metals Corporation; and
- US$5 million of cash to provide for initial working capital.
The proposed transaction is subject to 66 2/3% approval by all of Cobalt 27 voting shareholders and majority approval excluding Pala Investments and certain interested persons.
Finally, please find attached Cobalt 27’s Corporate Presentation which sets out the proposed transaction including structure, rationale and assets to be held by Nickel 28 Capital Corp.
Sincerely,
Betty Joy LeBlanc