Mr. Trent Mell reports
FIRST COBALT ESTABLISHES $10 MILLION ATM PROGRAM AND ANNOUNCES WARRANT ACCELERATION
First Cobalt Corp. has established an at-the-market equity program that allows the company to issue up to $10-million of common shares from treasury to the public from time to time at the company's discretion.
Sales of common shares, if any, under the ATM program, are anticipated to be made in transactions that are deemed to be at-the-market distributions as defined in National Instrument 44-102 (Shelf Distributions), as sales made directly on the TSX Venture Exchange or any other recognized Canadian marketplace within the meaning of National Instrument 21-101 (Marketplace Operation), at the prevailing market price at the time of sale. Since the common shares will be distributed at trading prices prevailing at the time of the sale, prices may vary between purchasers and during the period of distribution.
The company intends to use the net proceeds from any sales of common shares under the ATM program, if any, for the advancement of its refinery project located in Ontario, Canada, and for general corporate purposes.
Distributions of the common shares through the ATM program, if any, will be made pursuant to the terms of an equity distribution agreement between the company and Cantor Fitzgerald Canada Corp. The volume and timing of distributions under the ATM program, if any, will be determined at the company's sole discretion. The company is not obligated to make any sales of common shares under the ATM program, and, as at the date hereof, no common shares have been distributed by the company pursuant to the distribution agreement. The ATM program will be effective until the earlier of the issuance and sale of all of the common shares issuable pursuant to the ATM program and Dec. 26, 2022, unless terminated prior to such date by the company or the agent.
The ATM program is being facilitated pursuant to a prospectus supplement dated Feb. 22, 2021, to the company's base-shelf prospectus dated Nov. 26, 2020, filed with the securities commissions in each of the provinces of Canada. The prospectus supplement and the base prospectus are available on-line under the company's profile on SEDAR. Alternatively, the agent will send copies of such documents to Canadian investors upon request by contacting Cantor Fitzgerald Canada, 181 University Ave., Suite 1500, Toronto, Ont., M5H 3M7, or by e-mail at CantorATM@cantor.com. The distribution agreement is also available under the company's profile on SEDAR.
Under the terms of the warrants issued as part of the company's March, 2019, and February, 2020, private placements, in the event that the closing price of the common shares on the TSX-V is equal to or greater than 37 cents per common share for a period of not fewer than 10 consecutive trading days, the company is permitted to accelerate the expiry date of each set of warrants to a date that is 20 calendar days from the date notice of such acceleration is provided to the holders of warrants. The acceleration trigger has been met as of market close today, and the company has elected to accelerate the warrant expiry dates. On Feb. 23, 2021, the company will provide holders of outstanding warrants with notice of the occurrence of the acceleration trigger and of its election to accelerate the expiry date of the warrants to March 15, 2021.
Any warrants that have not been exercised by 5 p.m. Toronto time on March 15, 2021, will be automatically cancelled, and of no further force or effect.
There are currently: (i) 2,957,482 warrants outstanding at a strike price of 27 cents per common share that will have their expiry date accelerated to March 15, 2021 (from March 29, 2021); and (ii) 5,604,561 warrants outstanding at a strike price of 21 cents per common share that will have their expiry date accelerated to March 15, 2021 (from Feb. 5, 2022).
Warrantholders wishing to exercise their warrants should contact their advisers and submit an exercise notice in accordance with the terms of the warrants.
We seek Safe Harbor.
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