TORONTO, May 7, 2018 /CNW/ - US Cobalt Inc. (TSX-V: USCO,
OTCQB: USCFF) ("US Cobalt") and First Cobalt Corp. (TSX-V: FCC;
ASX: FCC; OTCQX: FTSSF) ("First Cobalt") are pleased to announce
two leading independent proxy advisory firms, Institutional
Shareholder Services and Glass, Lewis & Co., have recommend
that US Cobalt shareholders vote "FOR" the previously announced
acquisition by First Cobalt. The transaction will further enhance
First Cobalt's position as a pure-play North American cobalt
company.
US Cobalt CEO Wayne Tisdale
commented,
"We are pleased that both ISS and Glass Lewis have
recommended US Cobalt shareholders vote FOR our proposed merger.
Our Board of Directors firmly believes this transaction is in the
best interests of all stakeholders. On completion of this
transaction, US Cobalt shareholders will have meaningful ownership
in a vertically integrated pure-play cobalt company with a proven
and experienced management team that shares our commitment to
creating long-term sustainable value."
The transaction will strategically position First Cobalt as a
leading non-DRC cobalt company with three significant North
American assets: the Canadian Cobalt Camp, with more than 50 past
producing mines; 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; and the only
permitted cobalt refinery in North
America capable of producing battery materials.
Under the terms of the transaction, 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.
ISS and Glass Lewis are widely recognized as leading independent
voting and corporate governance advisory firms. Their analysis and
recommendations are relied on by many major institutional
investment firms, mutual funds and fiduciaries throughout
North America.
The Board of Directors of US Cobalt has unanimously recommended
that US Cobalt securityholders vote in favour of the
Transaction.
Registered US Cobalt securityholders are encouraged to vote by
proxy, which must be received by Computershare Trust Company of
Canada by 11:00 am (Pacific time) on May 15, 2018. If you have any questions or
require assistance in voting, please contact US Cobalt's proxy
solicitation agent D.F. King at 1-800-833-2158 toll free in
North America, call collect
outside North America at
1-212-771-1133 or by email at inquiries@dfking.com.
The meeting of US Cobalt securityholders to approve the
transaction will be held on May 17,
2018 at the offices of Cassels
Brock & Blackwell LLP, Suite 2200, 885 West Georgia
Street, Vancouver, BC V6C 3E8 at
11:00 am (Pacific time).
All US Cobalt shareholders are encouraged to read the
information circular with respect to the transaction, which was
mailed to shareholders of record as of April
13, 2018. The meeting materials have also been filed on US
Cobalt's profile on SEDAR (www.sedar.com) and US Cobalt's website
(www.uscobaltinc.com).
About US Cobalt
US Cobalt is focused on the acquisition and development of high
grade battery metal deposits in North
America. The Iron Creek Cobalt Project, located in the
prolific Idaho Cobalt Belt, is the focus of a 40-hole, 35,000 foot
(10,700 metre) drill campaign to confirm a 1.3M ton grading 0.59% cobalt historical estimate
(non-compliant with NI 43-101) and a Resource Estimate prepared in
accordance with NI 43-101 is expected on the project in 2018.
As an exploration company with cobalt and lithium assets in both
Idaho and Utah, US Cobalt is well positioned in the
pipeline for potential future production of battery grade metals
which are critical components to power storage solutions including
lithium-ion batteries for electric vehicles and consumer
electronics.
About First Cobalt
First Cobalt aims to create the largest pure-play cobalt
exploration and development company in the world. The Company
controls over 10,000 hectares of prospective land covering over 50
historic mines as well as mineral processing facilities in the
Cobalt Camp in Ontario, Canada.
The First Cobalt Refinery is the only permitted facility in
North America capable of producing
cobalt battery materials.
First Cobalt seeks to build shareholder value through new
discovery, mineral processing and growth opportunities, with a
focus on North America.
On behalf of First
Cobalt Corp.
|
On behalf of US
Cobalt Inc.
|
|
|
Trent Mell
President & Chief Executive Officer
|
Wayne Tisdale
President
|
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 "will", "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, statements regarding the meeting and the
Transaction, including the anticipated results of the Transaction.
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.