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20 May 2019

Piper Alderman advises Cobalt 27 on $130m takeover of Highlands Pacific

Piper Alderman has advised Toronto-based battery minerals company, Cobalt 27 Capital Corp. ("Cobalt 27") (TSXV: KBLT) (OTCQX: CBLLF)(FRA: 27O) on the takeover by scheme of arrangement of Highlands Pacific Limited ("Highlands") and its financing.  The transaction value of the scheme of arrangement (which completed on 17 May 2019) is circa $130m.

Cobalt 27 was Highlands’ largest shareholder and this arrangement has seen Cobalt 27 acquire the remaining Highlands shares for an all-cash offer price of A$0.105 per share.  A further A$0.01 per share is payable under the scheme if the price of nickel exceeds an agreed threshold before 31 December 2019.

Parallel with the scheme, Cobalt 27 is on-selling the Frieda River Asset (an asset of Highlands Pacific) to PanAust.

Cobalt 27 invests in minerals that are integral to key technologies of the electric vehicles and battery energy storage markets. The acquisition of Highlands increases Cobalt 27’s exposure to the Ramu nickel-cobalt mine in Papua New Guinea – creating a leading high-growth, diversified battery metals streaming and royalty company.

Piper Alderman acted as Cobalt 27’s lead counsel on the scheme of arrangement, with Stikeman Elliott LLP and Dentons acting as Cobalt 27’s Canadian and PNG counsel respectively.

Commenting on the deal, Piper Alderman Partner, Mark Williamson, said: “This transaction involved numerous complex and novel issues. The challenges came thick and fast, but we are very pleased to have been able to overcome those challenges through fantastic teamwork and innovative thinking. We are delighted to have assisted Cobalt 27 in completing this deal that will see them become an even more significant player in the battery minerals market.”

The team at Piper Alderman that was led by Mark Williamson included Partner Sina Kassra on the Frieda River transaction, Partner Mark Gordon on the financing, as well as Senior Associate Christopher Lyons and Lawyers Egor Serov and Sam Blight.

Allens Linklaters represented Highlands Pacific on the Scheme, Fasken represented the financiers and King & Wood Mallesons represented PanAust.

This deal follows on from a number of other transactions in which Piper Alderman has advised Cobalt 27, including the Cobalt-Nickel Stream transaction on the Ramu nickel-cobalt.

Click here for further information in relation to the transaction.


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