Cobalt 27 CAP Corp. (fka CBLLF)

[Golden Cross]

Leading Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend that Cobalt 27 Shareholders Vote FOR the Plan of Arrangement with Pala Investments
Press Release | 10/06/2019
Leading Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend that Cobalt 27 Shareholders Vote FOR the Plan of Arrangement with Pala Investments
Canada NewsWire

TORONTO, Oct. 6, 2019

Shareholders are encouraged to vote well in advance of the voting deadline on October 9, 2019 at 10:00 a.m. (Toronto time)
Shareholders who have questions or need help voting or changing votes that were previously cast can contact Kingsdale Advisors at +1.888.518.6554 (North America), at +1.416.867.2272 (outside North America), or by email at [e-mail]
TORONTO, Oct. 6, 2019 /CNW/ - Cobalt 27 Capital Corp. (TSXV: KBLT) (OTCQX: CBLLF) (FRA: 270) ("Cobalt 27" or the "Company") is pleased to announce that, following a review of the amendment to the previously announced arrangement agreement (as amended, the "New Arrangement Agreement"), Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis"), two leading independent proxy advisory firms, have both recommended that the Company's shareholders vote FOR the plan of arrangement (the "Arrangement") between Cobalt 27 and Pala Investments Limited ("Pala"). Under the Arrangement, Pala would indirectly acquire 100% of Cobalt 27's issued and outstanding common shares (other than the approximately 19% that Pala already owns) for C$4.00 in cash per common share plus one share of a newly listed company, Nickel 28 Capital Corp. ("Nickel 28"), with an implied value of C$1.92, for a total of C$5.92 per common share.

Cobalt 27 Capital Corp. (CNW Group/Cobalt 27 Capital Corp)

Cobalt 27 shareholders will be asked to approve the Arrangement at the annual general and special meeting of shareholders to be held on October 11, 2019, at 10:00 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario.

ISS has confirmed its original recommendation that Cobalt 27 shareholders vote FOR the Arrangement and has reiterated its conclusion that:

"The arrangement appears to make sense for shareholders. In light of the premium paid to Cobalt 27 shareholders and the fact that the cash component delivers immediate liquidity and value certainty in a volatile cobalt market. Cobalt 27 shareholders, through their ownership of shares of Nickel 28, will continue to be exposed to the electric vehicle space, the repayment of debt paid by the Purchaser, the fairness opinions provided and the ability to respond to superior proposals, shareholder approval of this resolution is warranted."

Following a review of the New Arrangement Agreement, Glass Lewis has reversed its previous recommendation and is now recommending that Cobalt 27 shareholders vote FOR the Arrangement. Explaining the new recommendation, Glass Lewis stated:

"On balance, we believe that the amended merger terms represent a meaningful improvement for the Company's unaffiliated shareholders."

"[W]e believe that sufficient improvements have been made to the deal terms to justify shareholder support for the Amended Arrangement Agreement in its current form. Accordingly, we recommend that shareholders vote FOR this proposal."

The Cobalt 27 Special Committee and Board of Directors reiterate their UNANIMOUS recommendation that you vote FOR the Arrangement. Your vote is IMPORTANT to the success of this transaction.

Improvements to the Arrangement under the terms of the New Arrangement Agreement

Increased cash consideration to C$4.00 per share from C$3.57 per share, representing an additional C$30 million of cash consideration to Cobalt 27 shareholders;
A reduction in the cash change of control payments for management under their existing entitlements by US$7.13 million, representing a decrease of 46%; the balance of the entitlements will instead be satisfied in 4,817,345 shares of Nickel 28 Capital Corp. ("Nickel 28") calculated based on the implied value per share of Nickel 28 of C$1.92;
A 50% reduction in the termination fee payable to Pala in the event of a "Superior Proposal", from C$15.5 million to C$7.75 million; and
Pala's interest in Nickel 28 to increase from 4.9% to 9.9%, demonstrating confidence in the ongoing prospects of Nickel 28.
Cobalt 27 shareholders are encouraged to review the Management Information Circular dated August 13, 2019 (the "Circular") and the supplement to the Circular dated October 3, 2019 (the "Supplement"), which together provide details of the Arrangement. Electronic copies of the Circular and the Supplement are available on the Company's website at https://www.cobalt27.com/investors/financials/ and on SEDAR under Cobalt 27's profile at www.sedar.com. Cobalt 27 encourages shareholders to read the Circular and the Supplement in detail.

Voting Details

Cobalt 27 shareholders are encouraged to vote well in advance of the voting deadline on October 9, 2019 at 10:00 a.m. (Toronto time).

Cobalt 27 shareholders who have questions about the Circular, the Supplement or need assistance with voting their shares or changing votes that were previously cast, can contact our proxy solicitation agent, Kingsdale Advisors:

Kingsdale Advisors
North American Toll-Free Number: +1.888.518.6554
Outside North America, Banks, Brokers and Collect Calls: +1.416.867.2272
Email: [e-mail]
North American Toll-Free Facsimile: +1.888.683.6007
Facsimile: +1.416.867.2271

Shareholders are encouraged to vote today using the internet, telephone or facsimile. Your vote is important regardless of the number of Cobalt 27 shares you own.

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 operation 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.