Pala Investments to Acquire Cobalt 27 for Investor Presentation C$5.75 per Share; Creation of Nickel 28 August 2019 0 www.cobalt27.com | TSXV : KBLT | OTCQX: CBLLF | FSE: 27O
Transaction Summary Shareholders of Cobalt 27 Capital Corp. (“Cobalt 27”, or the “Company”), other than Pala Investments Limited (“Pala”) , to receive total consideration of C$5.75 for each common share held, consisting of: – C$3.57 in cash, and C$2.18 1 in shares of Nickel 28 Capital Corp. (“Nickel 28”), a newly created entity which will retain Cobalt 27’s existing – Offer nickel-focused assets Total consideration of C$5.75 represents ~66% and ~46% premiums to Cobalt 27’s June 17, 2019 closing price on the TSX-V and 20-day VWAP as at the same date on the TSX-V, respectively Cash consideration of C$3.57 alone represents a premium to Cobalt 27’s June 17, 2019 closing price – Plan of Arrangement Pala will acquire Cobalt 27 which will retain the physical cobalt and Voisey’s Bay cobalt stream, with residual assets to be spun out into Nickel 28, consisting of: – The 8.56% joint venture interest in the Ramu nickel-cobalt mine – The Dumont royalty and other royalty assets (royalties on Turnagain, Nyngan, Flemington, Triangle, Rusty Lake, Professor Structure & Waldman 2 , North Canol 2 , and Sunset properties) Equity positions in Giga Metals Corporation and Minerva Intelligence Inc., and – US$5.0M of cash, in addition to the ~US$6M previously funded in escrow by Cobalt 27 to satisfy certain contingent – payment obligations related to the acquisition of Highlands Pacific Limited (“Highlands”) Pala will retain a 4.9% interest in Nickel 28 Transaction subject to 66 2/3% approval by all Cobalt 27 voting shareholders and majority approval excluding Pala and certain interested persons Conditions Directors and senior officers of Cobalt 27 holding in aggregate approximately 2% of the Cobalt 27 common shares have entered into customary voting and support agreements 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 Financing Transaction is not subject to a financing condition Timing Cobalt 27 shareholder vote and transaction close targeted for September 2019 (1) Implied value as per the June 18, 2019 transaction press release 1 www.cobalt27.com | TSXV : KBLT | OTCQX: CBLLF | FSE: 27O (2) Two separate mineral properties to which a Co NSR applies
Transaction Rationale Significant Total offer represents a ~66% premium to Cobalt 27’s June 17, 2019 closing price of C$3.47 per share Premium and a ~46% premium to Cobalt 27’s 20 -day VWAP of C$3.95 per share as at the same date Immediate Cash consideration alone represents a premium to Cobalt 27’s June 17, 2019 closing price Cash Consideration Cash consideration component provides immediate liquidity and value certainty to shareholders at a with Value time of market volatility Certainty Nickel 28 share consideration provides shareholders with continued upside exposure to the electric vehicle market through nickel and cobalt exposure Ramu is a large operating nickel-cobalt mine with a long-life, low-costs, and high-growth potential Continued Exposure to Total estimated reserves in excess of 1 billion pounds of nickel and 100 million pounds of cobalt – Battery Metal – 30+ years mine life per management estimates Upside Ramu consistently ranks in the first or second quartile on the global nickel cash cost curve – Potential via Significant potential growth upside from portfolio of 11 existing royalties focused on battery metals, Nickel 28 including: – Royalty on the world class, construction-ready Dumont nickel-cobalt project in Canada, and Royalty on Turnagain, one of the largest undeveloped nickel sulphide projects globally – Well-funded Nickel 28 will have a well-funded balance sheet and capital structure Nickel 28 to be – Nickel 28 to be funded with US$5.0M in cash 1 and will have no corporate debt at inception Led by Nickel 28 to be led and managed by Cobalt 27’s seasoned, high -calibre executive team with extensive Experienced experience Team Proposed transaction is unanimously supported by Cobalt 27’s Board of Directors, Special Committee, Supported by and Management Board of Fairness opinions stating that the offer was fair, from a financial point of view, to the shareholders of Directors and Cobalt 27 (other than Pala) were provided by both the independent financial advisor to the Special Management Committee and Cobalt 27’s financial advisor (1) Excluding the ~US$6M cash in escrow related to the 2 www.cobalt27.com | TSXV : KBLT | OTCQX: CBLLF | FSE: 27O contingent payment for the acquisition of Highlands
Nickel 28 Overview Nickel 28 offers a focused vehicle with significant exposure to nickel, a metal with increasing relevance to the electric vehicle and energy storage industry Nickel 28 expected to benefit from Ramu JV interest cash flow generation while identifying and acquiring additional accretive streams & royalties Nickel 28 to be led and managed by Cobalt 27’s seasoned, high -calibre executive team ᅳ Cobalt 27’s management team has extensive experience in the battery metals sector and streaming and royalties industry Nickel 28 8.56% JV interest Streams & Royalties Other Assets in Ramu Ni-Co Mine Producing, open-pit nickel- Portfolio of 11 existing royalties US$5.0M in cash 1 with no cobalt mine located in Papua focused on nickel and cobalt, corporate debt, along with equity New Guinea including: stakes of approximately: Low 2 nd quartile nickel cash cost Royalty on Dumont, a world class, 7.4% of Giga Metals Corporation, with a six-fold increase in nickel construction-ready nickel-cobalt 100% owner of the nickel-cobalt and cobalt production since 2012 project in Canada, and Turnagain project Potential for future expansion Royalty on Turnagain, one of the 2.9% of Minerva Intelligence Inc., largest undeveloped nickel a mining software provider sulphide projects globally (1) Excluding the ~US$6M cash in escrow related to the 3 www.cobalt27.com | TSXV : KBLT | OTCQX: CBLLF | FSE: 27O contingent payment for the acquisition of Highlands
Cobalt & Nickel Price Since Announcement Nickel 28 will benefit from enhanced nickel exposure Cobalt and Nickel Price Since Announcement of Cobalt 27 Sale US$/lb Cobalt Nickel $15.25 $6.75 +22% $14.75 $6.50 $14.25 $6.25 $13.75 $6.00 $13.25 $5.75 $12.75 $5.50 (17%) $12.25 $5.25 18-Jun-19 25-Jun-19 02-Jul-19 09-Jul-19 16-Jul-19 23-Jul-19 30-Jul-19 Source: Bloomberg (LME), Metals Bulletin 4 www.cobalt27.com | TSXV : KBLT | OTCQX: CBLLF | FSE: 27O
Nickel 28’s Global Portfolio Nickel 28 will provide shareholders with continued exposure to the electric vehicle and battery storage revolution Dumont Ni-Co (Royalty) % NSR 1.75% North Canol Properties: Operator RNC Minerals 2% Co NSR 2,4 Stage Construction-Ready Ramu Ni-Co Mine (Direct Interest) Acquisition Cost US$15M (2018) % Ownership 8.56% Sunset: Metallurgical 2% Co NSR 2 Operator Corporation of China Stage Producing Other Ontario Royalties 2 Acquisition Cost US$65M 1,3 (2019) Turnagain Ni-Co (Royalty) Triangle: 2% Co NSR % NSR 2.0% Rusty Lake: 2% Co NSR Professor & Waldman: 2% Co NSR 4 Operator Giga Metals Stage Exploration Acquisition Cost US$10M (2018) Nyngan Co-Sc-Ni (Royalty) % GRR 1.7% Gross Revenue Royalty Scandium International Operator Mining Nickel 28 will be capitalized with Stage Construction-Ready Acquired from US$5.0M 3 in cash and Jervois Mining for US$4.5M (2019) no corporate debt Flemington Ni-Co (Royalty) % GRR 1.5% Gross Revenue Royalty Along with ~4.0M shares of Giga Metals and Operator Australian Mines ~ 1.2M shares of Minerva Intelligence worth Stage Exploration ~ US$1M 5 ~74.5 million shares outstanding (1) Highlands transaction value adjusted for the PanAust buyback and Highlands’ adjusted cash balance (4) Two separate mineral properties to which a Co NSR applies (2) Other royalties acquired for ~C$0.9M in aggregate in 2017 (5) Valued as at June 17, 2019 (3) Excludes Highlands contingent payment of ~US$6M currently held in escrow 5 www.cobalt27.com | TSXV : KBLT | OTCQX: CBLLF | FSE: 27O
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