VANCOUVER, June 24, 2019 /PRNewswire/ - 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.
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SOURCE eCobalt Solutions Inc.