On March 14, 2018, First Cobalt Corp. and US Cobalt Inc. entered into a definitive arrangement agreement whereby First Cobalt will acquire all of the issued and outstanding shares of US Cobalt pursuant to a plan of arrangement. Under the terms of the arrangement agreement, 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, resulting in a total equity value of approximately $149.9 million on a fully-diluted basis. The transaction is expected to close by the end of May 2018.
Upon completion of the transaction, existing First Cobalt and US Cobalt shareholders will own approximately 62.5% and 37.5% of the combined company, respectively, on a fully-diluted in-the-money basis, assuming all US Cobalt options and warrants are exercised prior to completion of the transaction.
Cassels Brock is acting for US Cobalt with a deal team that includes Jennifer Traub and Aimee O’Donnell (Securities, Mining and M&A) and Jim Morand (Tax).