VANCOUVER, June 24, 2019 /CNW/ - eCobalt Solutions Inc. ("eCobalt" or the "Company") (TSX: ECS) (OTCQX: ECSIF) (FRA: ECO) is pleased to announce that it will seek approval for its proposed merger with Jervois Mining Ltd. ("Jervois") (ASX: JRV) (TSX-V: JRV) at the annual and special meeting of shareholders (the "Special Meeting") to be held on Friday, July 19, 2019 at the Terminal City Club, 837 West Hastings Street, Vancouver, B.C. at 10:00 a.m. (Pacific Time). The Company has mailed and filed on SEDAR a management information circular which describes the proposed merger with Jervois and the expected business of Jervois following completion of the merger. Holders of eCobalt common shares ("eCobalt Shareholders") will also be asked at the Special Meeting to consider the other matters described below.
The eCobalt Board of Directors unanimously recommends that eCobalt Shareholders vote in favour of the proposed merger with Jervois, as previously announced on April 1, 2019. Your vote is important – please vote today via phone, internet, mail or fax.
The Merger Resolution
At the Special Meeting, holders of eCobalt Shareholders will be asked to consider and vote upon the proposed merger between eCobalt and Jervois pursuant to a British Columbia plan of arrangement in which Jervois will acquire all of the issued and outstanding common shares of eCobalt (the "Merger"). Each eCobalt Shareholder will be entitled to receive 1.65 common shares of Jervois for each share of eCobalt held. Jervois will seek conditional approval to list the Jervois Shares to be issued to eCobalt Shareholders under the eCobalt Arrangement on the TSX Venture Exchange. In addition, Jervois has applied to list its shares on the OTCQX market in the United States. The Merger will lead to an enlarged company with greater scale, liquidity and diversification with a full project pipeline of non-DRC cobalt assets, creating a global industry leader.
Holders of 19.05% of eCobalt's outstanding shares are committed to vote in favour of the Merger. In order to become effective, the Merger will require the affirmative vote of at least 66 2/3% of the total number of votes cast at the Special Meeting. Jervois' shareholders are expected to vote on the issue of shares in connection with the Merger on Thursday, July 18, 2019, which requires a majority of shares voting to approve. The Merger is expected to close on Tuesday, July 23, 2019, subject to shareholder approvals and satisfaction of other customary conditions.
Your vote is important regardless of the number of eCobalt common shares ("eCobalt Shares") you own. As an eCobalt Shareholder, it is very important that you carefully review the Notice of Meeting, Management Information Circular and related materials with respect to the Special Meeting (collectively, the "Meeting Materials") and then vote your eCobalt Shares at or ahead of the Special Meeting. You are eligible to vote your eCobalt Shares if you were an eCobalt Shareholder of record at the close of business on June 12, 2019. Registered Shareholders may vote in person at the Special Meeting or by proxy. All other shareholders must vote by the proxy deadline on Thursday, July 17, 2019 at 4:00 p.m. (Pacific Time). The Special Meeting Materials are available under eCobalt's profile on SEDAR at www.sedar.com and on eCobalt's website at www.ecobalt.com/investors/merger-announcement.
Benefits of the Merger
eCobalt expects the Merger to provide long-term financial, strategic and operational benefits and advantages for eCobalt Shareholders. In evaluating the Merger and unanimously reaching their conclusion and making their recommendations in support of the Merger, the eCobalt Board of Directors considered the benefits and advantages resulting from the Merger, including, but not limited to:
- Enhanced geographic and asset diversification by combining development-stage Nico Young and Idaho Cobalt Project ("ICP") assets in Australia and the United States, respectively, with a large package of prospective exploration tenements in Uganda from the recently closed merger with M2 Cobalt Corp.
- Exposure to the value creation potential of a global project pipeline of non-DRC cobalt amidst a backdrop of growing demand.
- Expanded management team with combined skill set of exploration, development, financing, construction, commissioning and operations.
- Access to the Australian and North American mining capital markets through listings on the Australian Stock Exchange, TSX Venture Exchange and OTCQX.
- Strong, supportive combined corporate, institutional and retail shareholder base providing enhanced market presence.
eCobalt Special Meeting
The Special Meeting will be held at the Terminal City Club, 837 West Hastings Street, Vancouver, B.C. at 10:00 a.m. (Pacific Time) on Friday, July 19, 2019 where eCobalt Shareholders will be asked to consider and vote on the Merger.
Purpose of the Special Meeting:
The purpose of the Special Meeting is for eCobalt Shareholders to:
- consider and vote on the eCobalt Merger resolution;
- set the number of directors at seven;
- elect directors of the Company;
- appoint the auditors of the Company and authorize the directors to fix the auditors' remuneration;
- pass a resolution, with or without variation, to approve issuance of common shares of the Company from treasury pursuant to a deferred share unit plan;
- pass a resolution, with or without variation, to approve issuance of common shares of the Company from treasury pursuant to a restricted share unit plan;
- pass a resolution, with or without variation, to reconfirm the Company's shareholder rights plan; and
- consider any other matters that may properly come before the Meeting.
About eCobalt Solutions Inc.
eCobalt is a Toronto Stock Exchange listed company advancing the Idaho Cobalt Project ("ICP"), the only near-term, environmentally permitted primary cobalt project in the United States. The ICP, located in east-central Idaho in the historic Idaho Cobalt Belt, is 100% owned by the Company's wholly owned subsidiary, Formation Capital Corporation, U.S. With eCobalt's significant land position in the Idaho Cobalt Belt, the ICP presents a district-scale opportunity and the potential to become a reliable and transparent source of supply for the growing cobalt market.
Cautionary Statement on Forward Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Statements in this news release pertaining corporate transactions, financing and operations are forward-looking statements. These forward-looking statements are based on assumptions and address future events and conditions and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are not guarantees of future results, performance or achievement. These risks, uncertainties and factors include general business, economic, competitive, political, regulatory and social uncertainties; actual results of exploration activities and economic evaluations; fluctuations in currency exchange rates; changes in project parameters; changes in costs, including labour, infrastructure, operating and production costs; future prices of cobalt; variations of mineral grade or recovery rates; operating or technical difficulties in connection with exploration, development or mining activities, including the failure of plant, equipment or processes to operate as anticipated; delays in completion of exploration, development or construction activities; changes in government legislation and regulation; the ability to maintain and renew existing licenses and permits or obtain required licenses and permits in a timely manner; the ability to obtain financing on acceptable terms in a timely manner; contests over title to properties; employee relations and shortages of skilled personnel and contractors; the speculative nature of, and the risks involved in, the exploration, development and mining business.
Such projections are and will inevitably always be dependent on assumptions about future mineral prices and development costs which will be subject to fluctuation due to global and local economic and industry conditions. Further information regarding risks and uncertainties which may cause results to differ from those contained in forward-looking statements is included in filings by the Company with securities regulatory authorities and is available at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Although the Company has disclosed that the ICP remains the sole, near term, environmentally permitted, primary cobalt deposit in the United States and offers a unique potential for North American consumers to secure an ethically sourced, environmentally sound supply of clean cobalt products, there is no guarantee that the Company will attain commercial production of such cobalt products for use in the rechargeable battery sector. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained herein, except in accordance with applicable securities laws.
The statements contained in this news release in regard to eCobalt that are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including eCobalt's beliefs, expectations, hopes or intentions regarding the future. All forward-looking statements are made as of the date hereof and are based on information available to eCobalt as of such date. It is important to note that actual outcome and the actual results could differ from those in such forward-looking statements. Factors that could cause actual results to differ materially include risks and uncertainties such as technological, legislative, corporate, commodity price and marketplace changes.
SOURCE eCobalt Solutions Inc.
For further information: visit www.eCobalt.com or contact: Fiona Grant Leydier, V.P. Corporate Communications, T: +1.604.682.6229 x 206, TF: 1.866.255.9764, E: [email protected]