Cobalt 27 Capital Corp. (TSX-V: KBLT) and Pala Investments Limited are pleased to announce that they have entered into an agreement pursuant to which Pala will acquire 100% of Cobalt 27’s issued and outstanding common shares, other than the approximately 19% that Pala already owns, for total consideration of approximately C$501 million on a 100% basis. Under the terms of the transaction Cobalt 27 shareholders will receive C$5.75 per common share, comprised of C$3.57 in cash plus C$2.18 in shares of a newly listed company to be named Nickel 28 Capital Corp.
Nickel 28 will be created to hold Cobalt 27’s joint venture interest in Ramu, a low-cost, long-life producing nickel-cobalt mine, its royalty portfolio on future projects including the Turnagain royalty, a royalty over one of the largest undeveloped nickel sulphide projects globally, the Dumont royalty, a shovel-ready nickel project in Canada and certain equity positions including in Giga Metals Corporation. Nickel 28 will be funded with US$5 million in cash at inception with no corporate debt. The Company’s management believes Nickel 28 will continue to provide shareholders with direct exposure to the electric vehicle market through nickel and cobalt exposure. Pala will retain a 4.9% interest in Nickel 28, and the current Cobalt 27 leadership team will continue as the board and management of Nickel 28.
The Company believes this is a highly attractive proposal for shareholders of Cobalt 27 as:
Anthony Milewski, Chairman and CEO of Cobalt 27, commented: “We believe this is a highly compelling offer for Cobalt 27, as the transaction provides shareholders with a large upfront premium. It is also clear that nickel will be an increasingly critical component of the electric battery revolution, and the creation of Nickel 28 provides shareholders with significant incremental value and continued exposure to the strong fundamentals of battery metals.”
Stephen Gill, Managing Partner of Pala commented:
“As a long-term investor, this transaction is aligned with our strategy of building sustainable value chains around the raw materials that support a changing economy. We look forward to remaining a supportive shareholder of Nickel 28, as it goes forward with a clean balance sheet to continue building its asset base, in particular, by leveraging its recently acquired exposure to the producing Ramu nickel-cobalt mine”.
Terms of the Transaction
The transaction will be carried out pursuant to the Arrangement Agreement under a court-approved statutory plan of arrangement (the “Arrangement“) governed by the Business Corporations Act (British Columbia). Under the Arrangement Agreement, Pala will acquire all of the issued and outstanding common shares of Cobalt 27, other than the approximately 19% that Pala already owns. Each common share of Cobalt 27 acquired will be exchanged for:
Pursuant to the Arrangement, certain assets of Cobalt 27 will be transferred to Nickel 28, the shares of which will be distributed to Cobalt 27 shareholders as part of the Consideration. Effective on closing of the Arrangement, the following key assets will be transferred to and held by Nickel 28:
In addition, the approximately US$6 million of cash previously funded in escrow by Cobalt 27 to satisfy certain contingent payment obligations related to the acquisition of Highlands Pacific Limited will be transferred to Nickel 28 if the contingent consideration does not become payable pursuant to the terms of such transaction.
Following the completion of the Arrangement, Pala will retain a 4.9% interest in Nickel 28.
Transaction Value Highlights for Cobalt 27 Shareholders
Cobalt 27’s board of directors established a special committee of independent directors to review and oversee the negotiation of the Arrangement Agreement. The Special Committee obtained a fairness opinion from its independent financial advisor to the effect that, subject to the assumptions, qualifications and limitations contained therein, as at June 17, 2019, the Consideration is fair, from a financial point of view, to the shareholders of Cobalt 27 (other than Pala). The Special Committee unanimously recommended to the Board that the Arrangement Agreement be approved.
The Board obtained a fairness opinion from Cobalt 27’s financial advisor to the effect that, subject to the assumptions, qualifications and limitations contained therein, as at June 17, 2019, the Consideration is fair, from a financial point of view, to the shareholders of Cobalt 27 (other than Pala). The Board has unanimously determined, based on, among other things, the recommendation of the Special Committee and the Company Fairness Opinion, that the Arrangement Agreement is in the best interests of Cobalt 27 and its shareholders and will recommend that Cobalt 27 shareholders vote in favour of the Arrangement. Directors and senior officers of Cobalt 27 holding in aggregate approximately 2% of the issued and outstanding common shares of Cobalt 27 have entered into voting and support agreements with Pala, pursuant to which they have agreed to vote their shares in favour of the Arrangement.
The transaction is subject to the approval of Cobalt 27 shareholders by a two-thirds vote (and a majority vote excluding votes of Pala and certain other interested persons) at a meeting expected to be held in August 2019. The transaction is expected to close by late August 2019 following receipt of all shareholder, court, regulatory and TSX-V approvals.
Pursuant to the terms of the Arrangement Agreement, Cobalt 27 is subject to customary non-solicitation covenants and has the benefit of customary fiduciary-out provisions. In the event a superior proposal is made to Cobalt 27, Pala has a 5-business-day right to match such proposal, and under certain circumstances where the Board changes its recommendation or the Arrangement Agreement is terminated, Cobalt 27 has agreed to pay a termination fee of C$15.5 million to Pala. In certain other circumstances where the transaction is not completed, Cobalt 27 has agreed to reimburse Pala’s expenses up to an amount of C$1.5 million.
Advisors and Counsel
Cobalt 27 has engaged Scotiabank and Regent Advisors as its financial advisors and Stikeman Elliott LLP as its legal advisor in connection with the Arrangement. The Special Committee engaged TD Securities Inc. to provide an independent fairness opinion in connection with the Arrangement.
Pala has engaged Goldman Sachs as its financial advisor and Torys LLP and White & Case LLP as its legal advisors in connection with the Arrangement.
Pala has mandated and received financing commitments from Société Generale and ING Capital LLC as Joint Lead Arrangers for loan facilities related to the transaction.
About Cobalt 27
Cobalt 27 Capital Corp. is a leading battery metals streaming company offering exposure to metals integral to key technologies of the electric vehicle and energy storage markets. Cobalt 27 holds an 8.56% joint venture interest in the long-life, world-class Ramu mine which currently delivers near-term attributable nickel and cobalt production. Cobalt 27 also manages a portfolio of 11 royalties. Cobalt 27 also owns physical cobalt and a cobalt stream on the Voisey’s Bay mine.
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.
Further information regarding the Arrangement will be included in the information circular that Cobalt 27 will prepare, file, and mail in due course to shareholders in connection with its special meeting to be held to consider the Arrangement. The Arrangement Agreement will be filed on the SEDAR profile of Cobalt 27 on the SEDAR website at www.sedar.com.
None of the securities to be issued pursuant to the Arrangement Agreement 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 any securities issued in the Arrangement are anticipated to be 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.
The C$2.18 implied value of each Nickel 28 share is based on the value ascribed to each asset by Cobalt 27, being the price paid at the time each was acquired with the exception of the Dumont Royalty which is valued at 0.4x NAV at 8% cost of capital based on the Dumont 2019 Feasibility Study as disclosed by Royal Nickel Corporation on May 30, 2019, plus cash on balance sheet and market value of shares held.
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