Canada - International Cobalt Corp. (CSE: CO) (the 'Company' or 'International Cobalt') is pleased to announce that it has entered into a definitive business combination agreement dated August 10, 2021 with General Magnesium Corporation ('GMC') and 2857695 Ontario Inc. ('Subco'), a newly incorporated, wholly-owned subsidiary of International Cobalt.
Pursuant to the Agreement, International Cobalt will acquire all of the issued and outstanding shares of GMC in exchange for shares of International Cobalt (the 'Transaction'). The Transaction will constitute a reverse takeover of International Cobalt by GMC and will be a 'fundamental change' of International Cobalt pursuant to the policies of the Canadian Securities Exchange ('CSE'), requiring approval from the CSE.
Approval of the shareholders of International Cobalt and GMC will also be required. Pursuant to the Agreement, the Transaction will be structured as a three-cornered amalgamation, with GMC amalgamating with Subco under the Business Corporations Act (Ontario) and becoming a whollyowned subsidiary of International Cobalt. Shareholders of GMC will receive 1.41744 common shares in the capital of International Cobalt in exchange for each outstanding common share of GMC held by them, with International Cobalt expected to issue an aggregate of approximately 104,811,352 common shares of International Cobalt to the shareholders of GMC under the Transaction.
About General Magnesium Corporation
GMC is a private company incorporated in Ontario, Canada, whose principal asset is the 100% owned Whitney (Talc-Magnesite) property, located in Whitney Township, situated approximately 3 km south of the town of Porcupine and 12 km southeast of the city of Timmins, Ontario. The property covers a total of 161.27 hectares (398.50 acres) that are contained in 4 mining leases that include surface rights.
About the Combined Company
Upon completion of the Transaction, the resulting company (the 'Combined Company') will continue to carry on the business of GMC and the development of the Whitney Talc-Magnesite project. The board and management of International Cobalt will be reconstituted on close of the Transaction and is expected to be comprised of the following: Tom Griffis, Chairman - Mr. Griffis is the founder of Griffis Capital, a private investment and corporate management firm based in Toronto, Canada and Takoradi, Ghana. Griffis Capital has focused the majority of its activities on natural resource, technology and healthcare companies requiring early to mid-stage financing. The focus of past activities has been in resource based assets located in Ghana, Argentina, Kazakhstan, USA and Canada and technology and healthcare companies with a primarily North America focus. Mr. Griffis has founded and served on the Board of Directors of several private and publicly traded companies in the resource, technology and healthcare sectors. Previously, Mr. Griffis was a pilot in the Canadian Armed Forces. During his 20 years of service he held several positions of command including as pilot and commander of the Canadian national aerobatic team the Snowbirds. Tom has been actively involved in the growth and development of GMC since 2008.
Michael Nikiforuk, President, Chief Executive Officer and Director - Mr. Nikiforuk has focused the past twenty years of his business career on natural resource opportunities. Michael has played a direct role in the raising of approximately $100M in exploration and development capital. His corporate responsibilities include Executive Leadership, Finance, Acquisition(s) and Divestment(s), Exploration and Development, Government Relations and Corporate Social Responsibility. Mr. Nikiforuk was the Founder and past President of African Gold Group, Inc. Prior to engaging in the formation of companies focused on the exploration and development of natural resource opportunities, Mr. Nikiforuk was a partner / shareholder of a financial advisory firm that was purchased by the Canadian subsidiary of HSBC. Michael has been actively involved in the growth and development of GMC since July, 2019.
Winfield Ding, CPA, CA, MBA - Chief Financial Officer - Mr. Ding is a seasoned senior finance executive with over fifteen years of finance and operations experience and has held CFO, board director and audit committee chair positions at several public and privately held companies in the education, technology, energy & mining industries. Mr. Ding began his career as an Audit Manager with McGovern Hurley Cunningham LLP. At McGovern, Mr. Ding worked in their audit and assurances practice across a wide range of industries
Eugene Beukman, Director - Mr. Beukman is the corporate counsel of Partum Advisory Services Corp. He graduated from the Rand University of Johannesburg, South Africa, with a bachelor of law degree and a bachelor of law honours postgraduate degree in 1987. After practising as a lawyer, Mr. Beukman was employed as a legal adviser to the BHP Billiton group companies, a leading global resources company and a producer of major commodities, including iron ore, metallurgical coal, copper and uranium, with substantial interests in conventional and unconventional oil and gas and energy coal. He also has over 30 years of experience in the acquisition of assets and joint ventures, and serves as chief executive officer and director of a number of TSX Venture Exchange and CSE listed companies.
Ryan Quesnel, Director - Mr. Quesnel is an experienced project manager with an accomplished history delivering heavy civil, infrastructure and mining projects throughout North and South America. With a formal education in Civil Engineering Technology, Project and Business Management, Mr. Quesnel has been actively involved with GMC since 2008 at varying full and part time capacities. This includes managing and/or supporting the project through financing, permitting, exploration, advanced exploration, metallurgical work, off-take agreement negotiations, concentrator engineering and coordination with public, private and First Nations stakeholders.
Maciej Lis, Director - Mr. Lis holds an Honors Degree in Economics from the University of Toronto. Mr. Lis currently holds interests in various predominately sales, distribution and logistics companies which he helped build over the preceding decade. Mr. Lis has also previously acted in a number of business development and investor communication roles for both public and private small-cap and mid-cap natural resource sector companies operating globally. Mr. Lis is an active patron of the arts and theatre, to which he contributes not only financial support but also resources, skills and time in North America and Europe. On completion of the Transaction, it is anticipated that former shareholders of GMC will hold approximately 85% of the Combined Company and shareholders of International Cobalt will hold approximately 15% of the Combined Company
Private Placement
In connection with the Transaction, GMC will undertake the completion of a private placement for up to $4,000,000 in gross proceeds, on a best efforts basis, through the issuance of securities of GMC, a portion of which may be issued on a 'flow-through' basis pursuant to subsection 66(15) of the the Income Tax Act (Canada). The proceeds of the private placement will be held in escrow and released to the Combined Company on close of the Transaction. The proceeds of the private placement will be used to fund the development of the Whitney Talc-Magnesite project and for general working capital purposes.
About International Cobalt Corp.
International Cobalt is a Canadian-based mineral exploration and development Company focusing on the burgeoning battery metals sector. The company seeks to add shareholder value by sourcing and developing projects in safe, progressive jurisdictions adhering to strict environmental and social standards.
Contact:
Eugene Beukman
Tel: 604-687-2038
Forward-Looking Information
Certain information contained herein constitutes 'forward-looking information' under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Transaction, the completion thereof and the use of proceeds. Generally, forward-looking information can be identified by the use of forward-looking terminology such as 'will' or variations of such words and phrases or statements that certain actions, events or results 'will' occur. Forwardlooking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including the receipt of all necessary regulatory and shareholder approvals. Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, 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. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
INTERNATIONAL COBALT CORP. 
