Global Cobalt (CVE:GCO) (OTCPK:GLBCF) has confirmed the schedule related to the spin out of Global Energy Metals Corporation and related arrangement with Imperial Mining Holding, which will take effect on or about 2 September, 2015.
Voting at the Annual General and Special Meeting to consider the Arrangement will take place on July 31, 2015 while the information circular will mailed on or before August 10, 2015. Finally, the related General and Special meeting will be held on August 31, 2015.
The arrangement concerns the spinout and transfer of Global Cobalt's Werner Lake property to Global Energy Metals in consideration for common shares of Global Energy Metals. These will be worth the equivalent of combined value of the Werner Lake property and the Iron Creek property of approximately C$3 million.
Global Energy Metals Corporation will focus on M&A and Project Development in battery metals projects and will gain the rights and all associated technical data for the Idaho based Iron Creek property and the Ontario based Werner Lake property. Global Cobalt will continue its attention on the development of the Karakul and the Altai Satellite projects in Russia.
The Arrangement must be approved by the affirmative vote of 66 2/3% of the votes cast in respect thereof at the Meeting and by the Supreme Court of British Columbia.
In connection with the Arrangement, Global Cobalt will distribute the Global Energy Metals shares that it receives in consideration for the Werner Lake and Iron Creek properties to the shareholders of Global Cobalt, other than Imperial Mining Holding (IMHL) and its affiliates and associates, one the basis of one Global Energy Metals Share for each common share of Global Cobalt held on the Effective Date.
Holders of Global Cobalt warrants on the Effective Date, other than IMHL and its affiliates and associates, will receive one Global Cobalt common share purchase replacement warrant and one Global Energy Metals common share purchase warrant in exchange for each Global Cobalt common share purchase warrant.
All issued and outstanding Global Cobalt options will be cancelled and terminated and replaced with replacement Global Cobaltoptions, having the same terms and conditions as to vesting schedule, tenure and method of exercise as the corresponding oldGlobal Cobalt options.
Global Cobalt will assign all indebtedness of Global Cobalt immediately prior to the effective time of the Arrangement in the current aggregate amount of approximately $2.82 million, including all rights and obligations owed to officers, directors and other management of Global Cobalt including unpaid salaries, wages, fees, bonuses or other compensation, and all accounts payable and accrued liabilities.
All existing officers of and non-IMHL nominee directors of Global Cobalt will resign and be replaced with IMHL nominees and the former Global Cobalt officers and directors will assume similar offices with Global Energy Metals when the arrangement is completed.
Shareholders will also be asked to approve the conversion, at price of $0.05 per share. of all outstanding principal and interest accrued thereon owing to IMHL under a loan agreement dated July 8, 2013 in the approximate aggregate amount of $4.87 million into Global Cobalt common shares upon the completion of the arrangement.
This will result in approximately 97 million shares being issued to IMHL, which combined with approximately 2.5 million Global Cobalt common shares to be issued to IMHL, will result in the latter holding approximately 61% of Global Cobalt's issued and outstanding common shares upon the completion of the Arrangement, provided shareholders approve the debt conversion.
Global Cobalt has focused on becoming a consolidator in the cobalt market, prioritizing development funding at the project level, not just at the corporate level, to minimize shareholder dilution while rebuilding value.
Global Cobalt's shares were steady at 3.5 cents each in Toronto today.