TORONTO, June 4, 2018 /CNW/ - First Cobalt Corp. (TSX-V: FCC;
ASX: FCC; OTCQX: FTSSF) (the "Company") is pleased to announce the completion of the previously announced acquisition of US
Cobalt Inc. by way of plan of arrangement. US Cobalt shareholders will receive 1.5 common shares of First Cobalt for each US
Cobalt share held and US Cobalt has become a wholly-owned subsidiary of First Cobalt.
The transaction received formal approval from the Committee on Foreign Investment in the United
States (CFIUS) on June 1, 2018. Trading of US Cobalt shares is expected to be halted until
they are delisted from the TSX Venture Exchange at close of June 5, 2018. US Cobalt will also
submit an application to cease to be a reporting issuer under the securities laws of the applicable provinces of Canada.
In conjunction with this transaction, the Company has reconstituted its Board of Directors to include Mr. Garett Macdonald, technical advisor with US Cobalt. Mr. Macdonald, MBA, P. Eng., is a mining engineer with
extensive experience in project development and mine operations with over 22 years of industry experience. He has managed large
technical programs through the concept, feasibility and into construction stages and has senior management and board level
experience with several public companies. Mr. Macdonald led JDS Energy & Mining's Eastern Canadian business operations as
Vice President of Project Development. He also held roles in mine operations and engineering with senior Canadian mining firms
Teck Corporation, Placer Dome and Suncor Energy, as well as the Vice President of Operations for Rainy River Resources prior to
$310M sale of Rainy River to New Gold Inc. in 2013. Mr. Macdonald
is currently the President & CEO of Tower Resources. He holds a Master of Business Administration degree from Western University's Ivey Business School and a Bachelor of Engineering (Mining) from Laurentian University.
The Company also announces that Jason Bontempo has resigned as a director of First
Cobalt. The Company thanks Mr. Bontempo for his invaluable contributions to building First Cobalt.
Trent Mell, President & Chief Executive Officer, commented:
" Garett Macdonald's extensive experience as a mine developer is a welcome addition to the
board of First Cobalt as we move to fast track activities at the Iron Creek Project in Idaho and
leverage synergies with First Cobalt's refinery in Ontario. I am pleased to welcome him to the
board and I look forward to his input on strategy and execution."
Other Information
As part of the Transaction, (a) all US Cobalt warrants outstanding participated in the transaction on a comparable basis to
holders of US Cobalt common shares based on the in-the-money portion of those securities, and (b) all US Cobalt stock options
outstanding were replaced with First Cobalt stock options which may be exercisable for First Cobalt shares based on the share
exchange ratio for the remainder of their original term.
The transaction was completed in accordance with a plan of arrangement which received court final approval by the Supreme
Court of British Columbia on May 23, 2018. The terms of the
transaction were set out in an arrangement agreement between First Cobalt and US Cobalt dated March 13,
2018, as amended. The arrangement agreement contained certain representations and warranties as well as other terms and
conditions that are customary in a transaction of this nature. Additional information regarding the terms of the transaction is
set out in US Cobalt's management information circular dated April 13, 2018, which is available
under US Cobalt's profile on SEDAR.
The purpose of the transaction was to enable First Cobalt to acquire ownership and control of all issued and outstanding
common shares of US Cobalt. Immediately prior to the closing of the transaction, First Cobalt held 1,410,500 common shares of US
Cobalt (representing approximately 1.8% of the issued and outstanding common shares). Pursuant to the transaction, First Cobalt
acquired all of the remaining common shares of US Cobalt, being 76,978,913 common shares, and as a result, First Cobalt now holds
78,389,413 common shares of US Cobalt (representing 100% of the issued and outstanding common shares).
About First Cobalt
First Cobalt is a vertically integrated North America pure-play cobalt company. First Cobalt
has three significant North American assets: the Iron Creek Project in Idaho, which has a
historic mineral resource estimate (non-compliant with NI 43-101) of 1.3M tons grading 0.59%
cobalt; the Canadian Cobalt Camp, with more than 50 past producing mines; and the only permitted cobalt refinery in North America capable of producing battery materials.
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. In particular,
forward-looking information included in this news release includes, without limitation, the anticipated timing for delisting of
the US Cobalt shares. Factors that could cause actual results to differ materially from these forward-looking statements are set
forth in the management discussion and analysis and other disclosures of risk factors for each of First Cobalt and US Cobalt,
filed on SEDAR at www.sedar.com. Although First Cobalt and US
Cobalt believe 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
and US Cobalt disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
Historic Estimates
US Cobalt considers the cobalt and copper tonnage and grade estimates above as historical estimates. The historical
estimates do not use categories that conform to current CIM Definition Standards on Mineral Resources and Mineral Reserves as
outlined in National Instrument 43-101, Standards of Disclosure for Mineral Projects ("NI 43-101") and have not been redefined to
conform to current CIM Definition Standards. They were prepared in the 1980s prior to the adoption and implementation of NI
43-101. A qualified person has not done sufficient work to classify the historical estimates as current mineral resources and US
Cobalt is not treating the historical estimates as current mineral resources. More work, including, but not limited to, drilling,
will be required to conform the estimates to current CIM Definition Standards. Investors are cautioned that the historical
estimates do not mean or imply that economic deposits exist on the Iron Creek property. US Cobalt has not undertaken any
independent investigation of the historical estimates nor has it independently analyzed the results of the previous exploration
work in order to verify the accuracy of the information. US Cobalt believes that the historical estimates are relevant to
continuing exploration on the Iron Creek property.
SOURCE First Cobalt Corp.
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