Mining private equity group Pala Investments has sweetened its offer for battery metals streaming company Cobalt 27 by increasing the total cash consideration by C$30-million.
The new arrangement, announced on Tuesday, provides that Cobalt 27 shareholders will receive a total consideration of C$5.92 a share, comprising C$4 in cash and one share of a newly listed company to be named Nickel 28, with an implied value of C$1.92 a share.
This compares with the initial transaction of C$5.75 a share, comprising C$3.57 in cash and C$2.18 in shares of Nickel 28.
Nickel 28 will hold Cobalt 27's joint venture interest in the Ramu nickel/cobalt mine, in Papua New Guinea, its royalty portfolio on future projects, including a royalty over the Turnagain and Dumont projects in Canada, and certain equity positions including in Giga Metals.
“We have responded to the concerns expressed by shareholders and believe we have delivered a significantly improved transaction for their benefit, including immediate liquidity in addition to continued exposure to our high-quality nickel assets,” said chairperson of a special committee of Cobalt 27, Philip Williams.
The new agreement also reduces the cash change of control payments for management under their existing entitlements by $7.13-million, representing a decrease of 46%; the balance of the entitlements will instead be satisfied in 4 817 345 shares of Nickel 28.
The parties also agreed to a 50% reduction in the termination fee payable to Pala in the event of a superior proposal, from C$15.5-million to C$7.75-million. Pala’s interest in Nickel 28 will increase from 4.9% to 9.9%, demonstrating confidence in the ongoing prospects of Nickel 28.
The new arrangement agreement continues to provide that Pala will repay Cobalt 27’s net debt, leaving Nickel 28 with no corporate debt and funding of $5-million of cash upon closing.
Cobalt 27 president and COO Justin Cochrane will serve as CEO of Nickel 28 and Anthony Milewski will be nonexecutive chairman of the board of directors.