Pala Investments Limited entered into an agreement to acquire the remaining 80.95% stake in Cobalt 27 Capital Corp. (TSXV:KBLT) for approximately CAD 400 million on June 17, 2019. Pursuant to the terms of agreement, Cobalt 27 shareholders will receive CAD 5.75 per common share, comprised of CAD 3.57 in cash plus CAD 2.18 in shares of a newly listed company to be named Nickel 28 Capital Corp. As of October 1, 2019, the offer per share was amended to CAD 5.92 per common share, comprised of CAD 4 in cash plus CAD 1.92 in shares of Nickel 28. As per amended offer per share, Pala Investments Limited will acquire the remaining 80.95% stake in Cobalt 27 Capital Corp. (TSXV:KBLT) for approximately CAD 410 million. Nickel 28 will be created to hold Cobalt 27's joint venture interest in Ramu. Pursuant to the Arrangement, certain assets of Cobalt 27 will be transferred to Nickel 28, the shares of which will be distributed to Cobalt 27 shareholders as part of the consideration. Pala will retain a 4.9% interest in Nickel 28. As per amendment, Pala will retain a 9.9% interest in Nickel 28. Pala has mandated and received financing commitments from Societe Generale and ING Capital LLC as Joint Lead Arrangers for loan facilities related to the transaction. Nickel 28 will be funded with CAD 6.7 million ($5 million) in cash at inception with no corporate debt. The current Cobalt 27 leadership team will continue as the Board and management of Nickel 28. Justin Cochrane to serve as Chief Executive Office of Nickel 28 and Anthony Milewski to continue as a non-executive chairman of the Board of Directors of Nickel 28. As per the amended terms, Justin Cochrane will also serve as President of Nickel 28. In addition, approximately CAD 8.04 million ($6 million) of cash previously funded in escrow by Cobalt 27 to satisfy certain contingent payment obligations related to the acquisition of Highlands Pacific Limited will be transferred to Nickel 28 if the contingent consideration does not become payable pursuant to the terms of such transaction. On completion of the Arrangement, former Cobalt 27 Shareholders are expected to hold 95.1% of the outstanding Nickel 28 Shares and Pala is expected to hold the remaining 4.9%. In the event a superior proposal is made to Cobalt 27, Pala has a 5-business-day right to match such proposal, and under certain circumstances where the Board changes its recommendation or the Arrangement Agreement is terminated, Cobalt 27 has agreed to pay a termination fee of CAD 15.5 million to Pala. As per amendment, Cobalt 27 has agreed to pay a termination fee of CAD 7.75 million to Pala. The transaction is subject to the approval of Cobalt 27 shareholders by a two-thirds vote (and a majority vote excluding votes of Pala and certain other interested persons) at a meeting expected to be held in August 2019, approval by Board of Directors of Cobalt 27, court and regulatory approvals, not more than 10% shareholders should have exercised dissenter’s right, TSX Venture Exchange approvals for listing of new shares and anti-trust approvals. Cobalt 27's Board of Directors established a special committee of independent Directors comprised of Frank Estergaard, Nick French, Candace MacGibbon and Philip Williams to review and oversee the negotiation of the arrangement agreement. As of October 16, 2019, Supreme Court of British Columbia issued a final order approving merger. The special committee obtained a fairness opinion from its independent financial advisor to the effect that, subject to the assumptions, qualifications and limitations contained therein, as at June 17, 2019, the consideration is fair, from a financial point of view, to the shareholders of Cobalt 27 (other than Pala). The special committee unanimously recommended to the Board that the arrangement agreement be approved. The Board obtained a fairness opinion from Cobalt 27's financial advisor to the effect that, subject to the assumptions, qualifications and limitations contained therein, as at June 17, 2019, the consideration is fair, from a financial point of view, to the shareholders of Cobalt 27 (other than Pala). In connection with amendment to arrangement, Scotia Capital and TD Securities provided their updated fairness opinion to Board of Cobalt 27 that the arrangement is fair from financial point of view. The Board has unanimously determined, based on, among other things, the recommendation of the special committee and the company fairness opinion that the arrangement agreement is in the best interests of Cobalt 27 and its shareholders and will recommend that Cobalt 27 shareholders vote in favor of the arrangement. Directors and senior officers of Cobalt 27 holding in aggregate approximately 2% of the issued and outstanding common shares of Cobalt 27 have entered into voting and support agreements with Pala, pursuant to which they have agreed to vote their shares in favor of the arrangement. As of August 13, 2019, the Board of Cobalt 27 unanimously recommends that shareholders vote for the transaction. Special meeting of shareholders of Cobalt 27 to approve the Arrangement will be held on September 12, 2019. On August 12, 2019, an unknown buyer made an unsolicited, confidential, non-binding offer to acquire Cobalt 27 Capital Corp. The unknown buyer offered per share consideration of CAD 4 in cash plus one share of Nickel 28. After the close of trading on August 30, 2019, the unknown buyer advised Cobalt 27 that its previous non-binding proposal had expired and that it would not be submitting any further proposal to Cobalt 27. The unknown buyer attributed its decision to refrain from proceeding with a transaction to its own assessment of the risks of a transaction given recent events in Papua New Guinea and the unresolved business issues that the parties had been discussing in relation to a definitive agreement, which issues related to which party would bear the regulatory risks of a transaction, and the means by which the unknown buyer would have had to fund the termination fee that would have been payable to Pala in the event that the unknown buyer had ultimately made a superior proposal. As of October 1, 2019, Shareholders meeting of Cobalt 27 will now take place on October 11, 2019. The shareholders of Cobalt 27 Capital approved the transaction at the annual and special meeting held on October 11, 2019. The transaction is expected to close by late August 2019. As of October 1, 2019, the transaction is expected to close by the end of October 2019. As of October 24, 2019, the transaction is expected to close on October 25, 2019 and Nickel 28 Capital Corp. will be renamed as Conic Metals Corp. The TSX Venture Exchange has conditionally approved the listing of the Conic common shares and it is anticipated that the Conic shares will commence trading on the TSX-V in early November under the symbol NKL. Regent Advisors acted as financial advisor to Cobalt 27. Steve Bennett, Dean Krausa, David Brown and John O'Connor of Stikeman Elliott LLP acted as legal advisors to Cobalt 27. TD Securities Inc. acted as financial advisor and provided an independent fairness opinion to the special committee of Cobalt 27. The Goldman Sachs Group, Inc. (NYSE:GS) acted as financial advisor to Pala. White & Case LLP and Michael Amm, Josh Lavine, Robbie Leibel, Carly Klinkhoff and Justin Crawford, Tom Zverina and Craig Maurice of Torys LLP acted as legal advisors to Pala. Kingsdale Advisors acted as proxy solicitation agent to Cobalt 27. Scotia Capital Inc. acted as financial advisor and fairness opinion advisor to Board of Cobalt 27. Regent Advisors LLC has agreed to take a portion of the completion fee that would be payable upon consummation of the arrangement in the form of 0.4 million shares of Nickel 28 calculated based on the implied value per share of Nickel 28 of CAD 1.92 to be issued pursuant to the plan of arrangement. Pala Investments Limited completed the acquisition of the remaining 80.95% stake in Cobalt 27 Capital Corp. (TSXV:KBLT) on October 25, 2019. As of October 28, 2019, as part of the acquisition, Conic Metals Corp. was crated. The TSX Venture Exchange has conditionally approved the listing of Conic common shares and it is anticipated that the Conic common shares will commence trading on the TSX-V in early November under the symbol "NKL" upon final acceptance of Conic’s Form 2B Listing Statement and subject to Conic fulfilling all of the requirements of the TSX-V