First Cobalt US$149.9 million acquisition of US Cobalt

On June 4, 2018, First Cobalt Corp. (TSX-V: FCC; ASX: FCC; OTCQX: FTSSF) (“First Cobalt”), a vertically integrated North America pure-play cobalt company engaged in the acquisition, exploration, and development of resource properties announced that it acquired US Cobalt Inc. (“US Cobalt”), an exploration company focused on the acquisition and development of deposits of production grade metal which are critical components to power storage solutions including lithium-ion batteries for electric vehicles and consumer electronics. First Cobalt has acquire all of the issued and outstanding shares of US Cobalt pursuant to a plan of arrangement (the “Transaction”). Under the terms of the Arrangement Agreement, each issued and outstanding common share of US Cobalt was exchanged for 1.5 First Cobalt common shares (the “Exchange Ratio”). The Exchange Ratio represented a 61.8% premium to US Cobalt’s closing price and a 58.5% premium based on both companies’ 5-day volume-weighted average trading prices, both as at March 13, 2018. As part of the Transaction, all US Cobalt stock options outstanding were replaced with First Cobalt stock options and be exercisable for First Cobalt shares based on the Exchange Ratio for the remainder of their original term, and all US Cobalt warrants outstanding participated in the Transaction on a comparable basis to holders of US Cobalt common shares based on the in-the-money portion of those securities. This implies a total equity value of approximately $149.9 million on a fully-diluted in-the-money basis. Fasken advised First Cobalt with a team lead by John Turner, and including Krisztián Toth, Brad Freelan, Jessica Catton Rinaldi, Elyse Velagic, and Dana Gregoire.