TORONTO, Oct. 25, 2019 /CNW/ - Cobalt 27 Capital Corp.
(TSXV: KBLT) ("Cobalt 27" or the "Company")
and Pala Investments Limited ("Pala") are pleased to
announce the completion of the previously-announced plan of
arrangement under the Business Corporations Act
(British Columbia)
("Arrangement") which provided for the acquisition by Pala
of 100% of Cobalt 27's issued and outstanding common shares (other
than the approximately 19% that Pala already owned), and the
creation of Conic Metals Corp. ("Conic").
The Arrangement was approved by Cobalt 27's shareholders at an
annual general and special meeting held on October 11, 2019, and by the Supreme Court of
British Columbia on October 16, 2019. Under the terms of the
Arrangement, each Cobalt 27 common share held was exchanged for
C$4.00 in cash and one common share
of Conic.
The TSX Venture Exchange (the "TSX-V") has conditionally
approved the listing of the Conic common shares and it is
anticipated that the Conic common shares will commence trading on
the TSX-V in early November under the symbol "NKL" upon final
acceptance of Conic's Form 2B Listing Statement and other related
deliverables. Cobalt 27 intends to promptly apply to de-list its
common shares from the TSX-V and cease to be a reporting issuer in
each of the provinces and territories of Canada.
Arrangement Questions
Registered Cobalt 27 shareholders who have questions or require
assistance with submitting their Cobalt 27 shares to the
Arrangement may direct their questions to TSX Trust Company, who is
acting as depositary under the Arrangement by email at
TMXEInvestorServices@tmx.com or at (416) 342-1091 or toll-free at 1
(866) 600-5869. Non-registered Cobalt 27 shareholders should
contact their brokers or other intermediary with any questions or
for instructions or assistance with submitting their Cobalt 27
shares for the Arrangement. Further information regarding the
Arrangement is also available in the management information
circular of the Company dated August 13,
2019, as supplemented on October 3,
2019, copies of which are available under Cobalt 27's
profile on SEDAR at www.sedar.com.
About Pala
Pala is an investment company focused on the raw materials value
chains that drive the global economy. Pala's team has extensive
experience, with a strong track record of successful investments
and value creation. Pala seeks to assist companies by providing
strategic support and innovative solutions in development, growth
and turnaround situations. Pala invests across all raw materials as
well as the associated businesses critical to building sustainable
value chains for the future, including extraction, processing,
recycling, logistics and technology.
Additional Information
None of the securities issued pursuant to the Arrangement have
been or will be registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act"), or any
state securities laws, and all of the securities issued in the
Arrangement were issued in reliance upon the exemption from such
registration requirements provided by Section 3(a)(10) of the U.S.
Securities Act and applicable exemptions under state securities
laws. This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain information which constitutes
'forward-looking statements' and 'forward-looking information'
within the meaning of applicable Canadian securities laws. Any
statements that are contained in this news release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward looking statements are often identified by
terms such as "may", "should", "anticipate", "expect", "potential",
"believe", "intend" or the negative of these terms and similar
expressions. Forward-looking statements in this news release
include, but are not limited to statements with respect to: the
anticipated benefits associated with the Arrangement; the
consideration to be received by shareholders of Cobalt 27, which
may fluctuate in value due to Conic common shares forming part of
the consideration; the timing for trading commencement of Conic
shares, and de-listing of the Cobalt 27 shares and Cobalt 27
ceasing to be a reporting issuer. Readers are cautioned not to
place undue reliance on forward-looking statements. Forward-looking
statements involve known and unknown risks and uncertainties, most
of which are beyond the Company's control. For more details on
these and other risk factors see the Company's most recent Annual
Information Form on file with Canadian securities regulatory
authorities on SEDAR at www.sedar.com under the heading "Risk
Factors". Should one or more of the risks or uncertainties
underlying these forward-looking statements materialize, or should
assumptions underlying the forward-looking statements prove
incorrect, actual results, performance or achievements could vary
materially from those expressed or implied by the forward-looking
statements.
The forward-looking statements contained herein are made as of
the date of this release and, other than as required by applicable
securities laws, the Company does not assume any obligation to
update or revise them to reflect new events or circumstances. The
forward-looking statements contained in this release are expressly
qualified by this cautionary statement.
FOR FURTHER INFORMATION PLEASE CONTACT:
For Cobalt 27:
Justin Cochrane
President & COO
+647 846 7765
Neither the 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. No securities regulatory authority has
either approved or disapproved of the contents of this news
release.
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SOURCE Cobalt 27 Capital Corp
