(TheNewswire)
VANCOUVER, BC / TheNewswire / Pacific Rim Cobalt Corp. announces that Rhys Resources Ltd. (“Rhys” or the “Company”) has completed its previously announced acquisition of the TNM Cobalt Project, Indonesia, indirectly through the acquisition of 1121844 B.C. Ltd. (the “Transaction”), and the closing of an oversubscribed $4.47 million equity offering (the “Financing”) (see press release dated July 5, 2017). The Transaction also involved the consolidation of the Company’s common shares on a four old for one new basis (the “Consolidation”) and the change of the Company’s name to – Pacific Rim Cobalt Corp.” (the “Resulting Issuer”). The Resulting Issuer will begin trading on the Canadian Securities Exchange (“CSE”) on October 24, 2017, under the symbol BOLT.
Ranjeet Sundher, President and Chief Executive Officer of Pacific Rim Cobalt commented: “We are pleased to have achieved several important milestones today, which give Pacific Rim Cobalt an enviable and unique opportunity to develop into a “pure-play” cobalt company, with a project strategically located in southeast Asia. Strong finances and a seasoned management team have helped propel Pacific Rim Cobalt to the leading edge of the global electric vehicle “EV” revolution. Cobalt is a strategic metal in the lithium-ion (Li-on) battery which is used to power today’s EV’s and is in a worldwide supply deficit.”
Details about the TNM Cobalt Project and the Transaction and Financing were first announced by Rhys Resources Ltd. in a July 5, 2017, news release available at www.sedar.com
Transaction
Under the provisions of the Transaction, Rhys acquired all of the issued and outstanding securities of 1121844 B.C. Ltd. (“CPA”) in consideration of the issuance of 11,000,000 post-Consolidation common shares of Rhys (the “Payment Shares”). CPA and its wholly owned Hong Kong subsidiary, Cobalt Power (Asia) Ltd. (“CPA HK”) are now wholly owned subsidiaries of the Resulting Issuer.
CPA HK is party to an option agreement (the “Option Agreement”) with PT. Tablasufa Nickel Mining (“TNM”) to acquire all of the issued and outstanding securities of TNM. TNM is a private Indonesia company holding an IUP Operation Production Mining Permit for the TNM Cobalt Project.
Pursuant to the Transaction, all of the Payment Shares are subject to escrow restrictions pursuant to the terms of an Escrow Agreement dated October 23, 2017, and will be released from escrow based upon the passage of time in accordance with the Escrow Agreement, such that 10% of the securities will be released on October 24, 2017 and the remaining escrowed securities will be released in six tranches of 15% every six months thereafter.
On closing, the Resulting Issuer paid a cash finder’s fee of $154,000 related to the Transaction.
Financing
The Company completed a non-brokered private placement (the “Offering”) generating gross proceeds of $4,473,281, through the issuance of 12,780,804 units (each a “Unit”) at $0.35 per Unit.
Each Unit entitles the holder to receive one post-Consolidation common share of the Resulting Issuer (each a "Common Share") plus one half of one transferable share purchase warrant, each whole warrant (a “Warrant”) entitling the holder to acquire one post-Consolidation common share of the Resulting Issuer at an exercise price of $0.50 per share until October 24, 2019, subject to accelerated expiry provisions whereby in the event the closing price of the Resulting Issuer’s common shares exceeds $0.70 per share for a period of 20 consecutive trading days, at the Resulting Issuer’s election, the 24 month period within which the Warrants are exercisable will be reduced and the holders of the Warrants will be entitled to exercise their Warrants for a period of 30 days commencing on the day the Resulting Issuer provides notice of same.
The Resulting Issuer paid cash commission of 7.0% of gross proceeds received and broker warrants equal in number to 7.0% the number of Units sold, payable to registrants. Each broker warrant shall have the same terms as the Warrants, provided however that they will be non-transferable. An aggregate of $262,621 was paid in cash, 367,621 broker warrants were issued and a further 380,500 Units were issued to finders.
The Resulting Issuer completed a portion of the Financing pursuant to Multilateral CSA Notice 45-318 Prospectus Exemption for Certain Distributions through an Investment Dealer (“CSA 45-318”) and the corresponding instruments, orders and rules implementing CSA 45-318 in the participating jurisdictions.
The net proceeds of the Offering will be used to fund development of the TNM cobalt property, and for general working capital purposes during the ensuing twelve-month period.
The securities issued pursuant to the Transaction bear a “hold period” expiring on February 24, 2018 in accordance with applicable securities laws.
Consolidation
Prior to the closing of the Transaction and Financing, Rhys completed the Consolidation. The holdings of any shareholder who would otherwise be entitled to receive a fractional share as a result of the Consolidation shall be rounded up to the next higher whole number if the fraction is 0.5 or greater, and rounded down to the next lower whole number if the fraction is less than 0.5. The Resulting Issuer’s new CUSIP number is 69480L107 and its new ISIN number is CA69480L1076.
Capitalization
Following completion of the Consolidation, Transaction and Financing, the Resulting Issuer now has 29,642,688 issued and outstanding common shares. Assuming that all of the Resulting Issuer’s options and warrants were exercised, the Resulting Issuer would have 39,022,211 common shares issued and outstanding on a fully diluted basis.
Details of the Consolidation, Transaction and Financing are contained in the Company’s listing statement dated October 19, 2017 filed under the Resulting Issuer’s profile on www.sedar.com.
Changes in Board and Management
Upon completion of the Transaction, Mark Vanry resigned as the President and Chief Executive Officer of the Company and as a director. Richard Barth also resigned as a director of the Company.
Ranjeet Sundher, Sean Bromley and Garry Clark have been appointed as new directors of the Resulting Issuer. The Board is now comprised of Ranjeet Sundher, Sean Bromley, Garry Clark and Steve Vanry.
Ranjeet Sundher has also been appointed as the President and Chief Executive Officer of the Resulting Issuer and Bev Funston has been appointed as the Corporate Secretary.
Grant of Options
A total of 1,900,000 incentive stock options have been granted to directors, officers and consultants of the Resulting Issuer pursuant to the Resulting Issuer’s Stock Option Plan. The options are exercisable for a period of two years at a price of $0.46 per share, vesting 25% on the closing date and every six months thereafter.
In connection with the Transaction, the Resulting Issuer delisted its common shares from the TSX Venture Exchange (“TSXV”) and listed the post-Consolidation common shares on the Canadian Securities Exchange (“CSE”) such that on the Closing Date, the common shares of Pacific Rim Cobalt would be listed on the CSE under the trading symbol BOLT. Trading on the CSE is expected to commence at the open on October 24, 2017.
Pacific Rim Cobalt Corp.
Ranjeet Sundher – President and CEO
(604) 671-6962
Steve Vanry – CFO & Director
(604) 671-9522
Sean Bromley – Director & Investor Contact
(778) 985-8934
Neither the Canadian Securities Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
FORWARD-LOOKING STATEMENTS
Statements in this news release that are
forward-looking statements are subject to various risks and
uncertainties concerning the specific factors disclosed here and
elsewhere in both Rhys’ periodic filings with Canadian securities
regulators. When used in this news release, words such as "will", "plan", "estimate",
"expect", "intend", "potential",
"should," and similar expressions, are forward-looking
statements. Information provided in this document is necessarily
summarized and may not contain all available material information.
Forward-looking statements include, without limitation, statements
regarding future oriented events and other statements that are not facts. Forward-looking
statements are based on a number of assumptions and estimates that,
while considered reasonable by management based on the business and
markets in which Pacific Rim Cobalt operates, are inherently subject to significant operational,
economic and competitive uncertainties and contingencies, including,
among others, that: Pacific Rim
Cobalt may not receive all necessary regulatory
approvals for the Transaction; the Financing proceeds may not be sufficient to develop the
TNM project; and other risks inherent with
transactions of this type and the exploration
industry generally.
Such forward-looking statements should therefore be
construed in light of such factors.
Although Pacific Rim Cobalt has attempted to identify important factors that could cause
actual results, performance or achievements to differ materially from
those contained in the forward-looking statements, there can be other
factors that cause results, performance or achievements not to be as
anticipated, estimated or intended. There can be no assurance that
such information will prove to be accurate or that management's
expectations or estimates of future developments, circumstances or
results will materialize.
Accordingly, readers should not place undue reliance on
forward-looking statements. The forward-looking statements in this
news release are made as of the date of this news release, and
Pacific Rim Cobalt disclaims any intention or obligation to update or revise
such information, except as required by applicable law, and Pacific
Rim Cobalt does not assume
any liability for disclosure relating to any other company
herein.
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