First Cobalt Corp. (TSX-V: FCC) (ASX: FCC) (OTCQX: FTSSF) is pleased to announce the closing of the non-brokered private placement previously announced on March 4, 2019 to raise gross proceeds of $1,604,385 by issuing 8,913,251 units of the Company at a price of $0.18 per Unit.

Each Unit consists of one common share in the capital of the Company and one Common Share purchase warrant. Each Warrant entitles the holder to purchase one additional Common Share at a price of $0.27 for a period of two years. The Warrants are subject to an acceleration clause such that, if the closing price of the Common Shares is equal to or greater than $0.37 per share for a period of ten consecutive trading days, the Company shall have the option to accelerate the expiration of the Warrants to 20 calendar days from the issuance of a notice of acceleration.

The Company intends to use the net proceeds of the Private Placement to support ongoing work at the First Cobalt Refinery as well as general corporate purposes.

All securities issued pursuant to the above Private Placement will be subject to a statutory four month and one day hold period. The Private Placement is subject to all necessary regulatory and stock exchange approvals. 

Insiders of the Company subscribed for an aggregate of 2,691,918 Units under the Private Placement. To facilitate these purchases, insiders sold, in pre-arranged trades, a number of Common Shares equal to the number of Units purchased by the insiders under the Private Placement. The issuances of Units to insiders pursuant to the Private Placement are considered related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of insider participation as, at the time the transaction was agreed to, neither the fair market value of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization. The issuance of certain securities to insiders will be completed pending shareholder approval as required by Australian Securities Exchange (“ASX”).

In connection with certain orders, finder’s fees were paid, amounting to an aggregate of $34,419 in cash and 191,215 in warrants to finders.

The Company did not file a material change report in respect of the related party transactions at least 21 days prior to the closing of the Private Placement, as the Company deemed such delay reasonable in the circumstances so as to be able to avail itself of the proceeds of the Private Placement in an expeditious manner.

About First Cobalt

First Cobalt is a Canadian-based pure-play cobalt company and owner of the only permitted primary cobalt refinery in North America. The Company is exploring a restart of the First Cobalt Refinery in Ontario, Canada, which could produce 2,000 tonnes of cobalt sulfate or metallic cobalt per year. First Cobalt’s main cobalt project is the Iron Creek Cobalt Project in Idaho, USA, which has Inferred mineral resources of 26.9 million tonnes grading 0.11% cobalt equivalent, or an alternative underground-only scenario of 4.4 million tonnes grading 0.3% cobalt equivalent.