/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES NEWSWIRES./
TSX.V:CPO
VANCOUVER, Aug. 21, 2017 /CNW/ - Cobalt Power Group
Inc. ("CPO") (TSX.V: CPO) is pleased to announce that it has
entered into a letter agreement with Hochschild Mining Holdings
Limited ("Hochschild") to establish an alliance pursuant to which
Hochschild will initially invest the sum of USD$500,000 in CPO. This investment will be
through a private placement subscription for units of CPO. In
conjunction with the subscription Hochschild will receive
additional rights including (1) the right to one director on the
Board of CPO; (2) the right to option and joint venture one of
CPO's properties with the property to be selected in the two years
following the initial investment by Hochschild, and at Hochschild's
sole discretion to determine; and (3) an annual right to top-up to
its percentage interest in CPO.
Hochschild will subscribe for 4,886,538 units of CPO at a price
of CDN$0.13 per unit. The
USD$500,000 subscription amount will
be converted into CDN funds at a conversion rate of USD$1.00 = CDN$1.2705 which equals CDN$635,250. Each unit will consist
of one common share and one half of one non-transferrable share
purchase warrant, with each one warrant being exercisable to
purchase one additional common share of CPO over a period of two
years from closing at a price of CDN$0.30 per share.
The proceeds of the private placement will be used by CPO to
expand its existing portfolio of properties and to further explore
and develop its mineral property interests and for general working
capital.
At the closing of the private placement, Hochschild will be
appointing a director to the Board of CPO. As such, CPO has
agreed that for as long as Hochschild holds a minimum of 5% of the
issued and outstanding shares of CPO, Hochschild will be entitled
to one director, and management of CPO will include Hochschild's
nominee on management's proposed slate of Directors to stand for
re-election to the Board of CPO at each Annual General Meeting of
Shareholders of CPO.
The right granted to Hochschild to option and joint venture one
of CPO's properties provides that Hochschild may select in its sole
discretion a project held and being explored and developed by CPO
for joint participation. If a project is selected for
participation over the next 24 month period, Hochschild will
reimburse CPO for 20% of CPO's cost of exploring and developing the
selected project and credit CPO for the remaining 80% of
expenditures towards a joint venture participating credit.
Thereafter, Hochschild will be entitled to earn a 60% interest in
and to the selected project by making work expenditures of
CDN$6,000,000 over a four year
period. Once the 60% interest has been earned, Hochschild and
CPO will jointly contribute to the joint venture work
expenditures. Full terms will be set out in a joint venture
agreement that will be subsequently negotiated and that CPO and
Hochschild have agreed will include these key terms.
Annually, Hochschild will be able to top up its shareholding
interest in CPO in order to maintain its percentage interest in the
issued and outstanding share capital of CPO. The top up is
optional and would be exercised through further private placements
to be made at the 20 day volume weighted average market price of
CPO's common shares as traded on the TSX Venture Exchange subject
to the application of the minimum pricing policies of the TSX
Venture Exchange.
The terms of the private placement and incidental rights granted
to Hochschild are subject to prior TSX Venture Exchange approval.
The common shares and warrants to be issued will all be subject to
a four-month statutory hold period. Closing of the Offering remains
subject to receipt of all necessary regulatory and TSXV
approvals.
"We are delighted to become associated with a reputable
mining house like Hochschild and welcome them as our strategic
partner in Cobalt, Ontario," Dr.
Andreas Rompel, President & CEO,
commented. "Hochschild's extensive experience in mining and
treatment of steeply dipping, narrow epithermal veins will be of
paramount importance in the development of the Smith Cobalt project
and adjoining lands."
About Hochschild Mining Holdings Limited
Hochschild Mining Holdings Limited is a wholly owned subsidiary
of Hochschild Mining plc both English companies. Hochschild
Mining plc is based in Lima, Peru
and currently trades on the London Stock Exchange. Hochschild
is a well-established senior mining company with over 60 years
operating experience in the Americas. It currently operates
four underground mines of which three are located in Peru and one is located in
Argentina. Each of the operating mines are focused on
the production of precious metals.
About Cobalt Power Group Inc.
Cobalt Power Group Inc. is a publicly traded Canadian
exploration company listed on the TSX-Venture Exchange and U.S.
Pink Sheets (TSX-V: CPO, OTC Pink: CBBWF) focused on cobalt
exploration and development. The company plans to acquire,
de-risk and advance assets in mining friendly jurisdictions prior
to seeking joint venture partnerships.
The Company has made a series of strategic property acquisitions
over the past year, seeking cobalt mineralization near Cobalt, Ontario - a region with a long history
of silver and associated cobalt production. Property holdings total
863.6 hectares (2134 acres) in contiguous and strategic claim
blocks. There are several historic mining operations on the
properties that are potentially accessible, including the Smith
Cobalt shaft and its underground workings.
On behalf of the Board of Directors
"Andreas Rompel"
______________________________
Dr. Andreas Rompel, President and
CEO
Cobalt Power Group Inc.
www.cobaltpowergroup.com
We seek safe harbor.
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.
Forward Looking Information
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the content of this
News Release. WARNING: The Company relies on litigation protection
for "forward looking" statements. Actual results could differ
materially from those described in the news release as a result of
numerous factors, some of which are outside the control of the
Company. This news release does not constitute an offer to sell or
a solicitation of an offer to sell any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S.
Securities Act") or any state securities laws and may not be
offered or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
Cautionary Statement on Forward Looking
Statement
Certain information contained in this news release, including
information as to our strategy, projects, plans or future financial
or operating performance and other statements that express
management's expectations or estimates of future performance,
constitute "forward looking statements". Actual results may differ
materially from those indicated by such statements. All statements,
other than historical fact, included herein, are forward-looking
statements that 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.
In connection with the forward-looking information contained in
this news release, CPO has made numerous assumptions. While CPO
considers these assumptions to be reasonable, these assumptions are
inherently subject to significant uncertainties and contingencies.
Additionally, there are known and unknown risk factors which could
cause CPO's actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
information contained herein.
A more complete discussion of the risks and uncertainties facing
CPO is disclosed in CPO's continuous disclosure filings with
Canadian securities regulatory authorities at www.sedar.com. All
forward-looking information herein is qualified in its entirety by
this cautionary statement, and CPO disclaims any obligation to
revise or update any such forward-looking information or to
publicly announce the result of any revisions to any of the
forward-looking information contained herein to reflect future
results, events or developments, except as required by law.
SOURCE Cobalt Power Group Inc