Cobalt 27 Announces Voting Results for Annual General and Special Meeting and Shareholder Approval of Arrangement Resolution
TORONTO, Ontario, Oct. 11, 2019 /CNW/ - Cobalt 27 Capital Corp. (TSXV: KBLT) ("Cobalt 27" or the "Company") is pleased to announce that, at today's annual general and special meeting of shareholders (the "Meeting"), Cobalt 27 shareholders have approved the arrangement resolution (the "Arrangement Resolution") under which Pala Investments Limited ("Pala") will acquire 100% of Cobalt 27's issued and outstanding common shares (other than the approximately 19% that Pala already owns) by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). Under the Arrangement, each Cobalt 27 shareholder will receive total consideration of C$5.92 per share, comprised of C$4.00 in cash plus one share of Nickel 28 Capital Corp. ("Nickel 28") with an implied value of C$1.92 per share.
The Arrangement Resolution required and received approval by (i) 66⅔% of the votes cast by shareholders present in person or represented by proxy at the Meeting and (ii) a simple majority of the votes cast by shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by such shareholders as are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Completion of the Arrangement remains subject to court approval as well as other customary closing conditions. It is expected that Cobalt 27 will appear before the Supreme Court of British Columbia for a final order approving the Arrangement on October 16, 2019. Assuming that the conditions to closing are satisfied or waived, it is expected that the Arrangement will be completed in October 2019. Following completion of the Arrangement, Cobalt 27 will be de-listed from the TSX Venture Exchange and applications will be made for Cobalt 27 to cease to be a reporting issuer, and Nickel 28 will become listed on the TSX Venture Exchange under the ticker "NKL" and become a reporting issuer.
At the Meeting, Cobalt 27 shareholders also approved (i) setting the number of directors at six, (ii) the election of all of the nominees listed in the management proxy circular dated August 13, 2019 as directors of Cobalt 27, (iii) the appointment of KPMG LLP as auditor, and (iv) the omnibus long-term incentive plans of each of Cobalt 27 and Nickel 28. Detailed results of each of the votes are set out below.