2019 NEWS RELEASES

TSX-V: EDDY    OTCBB: PWMRF    FRANKFURT: VVO

September 13, 2019 : EDISON DIRECTOR RESIGNS

Vancouver, British Columbia – September 13, 2019Edison Cobalt Corp (Edison Cobalt” or the “Company“) (TSX-V: “EDDY) announces that Howard Milne has resigned as a director of the Company.

The Company would like to thank Howard for his service as a director and wishes him well in his future endeavors.

On behalf of the Board of Directors:                   For more information please contact:

“Chris Hobbs”                                                           Tel: (604) 377-8994

Christopher Hobbs                                                  Email: info@edisoncobalt.com                                                                                                   

Chief Financial Officer                                             Website: www.edisoncobalt.com   

 Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

 

 

 

September 9, 2019 : EDISON COBALT ANNOUNCES LETTER OF INTENT FOR PROPOSED BUSINESS COMBINATION

Vancouver, British Columbia – September 9, 2019 Edison Cobalt Corp. (Edison Cobalt” or the “Company“) TSX-V: “EDDY) is pleased to announce that it has entered into a letter of intent (“LOI”) dated September 4, 2019 relating to a proposed arm’s length business combination with Sudbury Platinum Corporation (“SPC“), a private corporation existing under the laws of Ontario (the “Proposed Transaction“) with its operations and head office in Sudbury, Ontario.

Pursuant to the terms of the Proposed Transaction, EDDY will acquire all of the issued securities of SPC, and in consideration, subject to the acceptance of the TSX Venture Exchange (“TSXV” or the “Exchange) and approval of the Company’s shareholders, the Company will issue approximately 66,762,185 common shares to the former shareholders of SPC and 3,047,000 share purchase warrants. The Company will consolidate its issued and outstanding common shares on a 1 for 3.55 resulting in the shareholders of the Company holding 19,944,789 common shares (28,359,483 common shares on a fully-diluted basis). After completion of the Proposed Transaction and completion of the Private Placement (as defined below), the resulting issuer will be named “SPC Metals Corp.”, or such other name as may be acceptable to SPC, the TSXV, and regulatory authorities (the “Resulting Issuer“).

Concurrently with the Proposed Transaction, the Company intends to complete a brokered private placement of subscription receipts (“Subscription Receipts“) on a “best efforts” basis for gross proceeds of approximately $3,500,000 (the “Private Placement“) at an offering price of $0.25 per Subscription Receipt. Each Subscription Receipt will, on the closing of the Proposed Transaction, automatically convert in to one (1) unit consisting of one (1) common share and one half of one common share purchase warrant in the capital of the Resulting Issuer. Each whole warrant is exercisable into one (1) common share in the Resulting Issuer at a price of $0.40 for 24 months following issuance. Gross proceeds will be net of any Agent’s commissions and expenses incurred up to and including the Private Placement closing date. The proceeds will be deposited into escrow, pending completion of the Proposed Transaction. 

After completion of the Proposed Transaction, the shareholders of the Company will hold approximately 20% of the issued common shares of the Resulting Issuer (the “Resulting Issuer Shares“), the former shareholders of SPC will hold approximately 66% of the Resulting Issuer Shares, and shareholders who purchase in the proposed Private Placement will hold approximately 14% of the Resulting Issuer Shares, on a non-diluted basis.

The completion of the Proposed Transaction will be subject to certain mutual conditions precedent, including:

  1. The satisfaction of each party with the results of its due diligence investigation of the other;
  2. The execution of a definitive agreement (the “Definitive Agreement“), including support agreement and lock-up agreements with significant shareholders, as agreed to by the parties;
  3. The approval of shareholders of both parties to the extent required;
  4. The receipt of all required regulatory, corporate and third-party approvals, including the acceptance of the Exchange, and compliance with all applicable regulatory requirements and conditions in connection with the Proposed Transaction;
  5. The completion of the proposed Private Placement;
  6. The accuracy of the representations and warranties of each party on closing of the Proposed Transaction;
  7. There being no material adverse change to the business of either party prior to the closing of the Proposed Transaction; and
  8. EDDY having a cash balance on closing of the Proposed Transaction of not less than $950,000 less any transaction costs.

The Company anticpates completion of due diligence and the execution of the Definitive Agreement within the next 30 days, after which time additional information on the Proposed Transaction will be provided.

Upon completion of the Proposed Transaction, the board of the Resulting Issuer is expected to comprise six (6) individuals, which will include one (1) member of the current board of the Company, which will be named prior to the closing of the Proposed Transaction, and five (5) nominees of SPC. The nominees of SPC are expected to be Scott McLean, Alger St. Jean, Alistair Ross, William Shaver and Brian Montgomery. It is expected that the management of the Resulting Issuer will consist of Scott McLean P.Geo as Chief Executive Officer, Grant Moure P.Geo. as President and Christopher Chadder, CA as Chief Financial Officer.

Scott McLean, P.Geo (Chairman and CEO)

  • Over 30 years exploration experience in the mining industry.
  • Previously, Regional Exploration Manager at Xstrata Nickel (formerly Falconbridge).
  • Co-Founder of HTX Minerals and Transition Metals Corp.

William Shaver, P.Eng., ICD.D (Director)

  • Currently COO of INV Metals
  • Over 35 years experience in the Mining Industry.
  • Co-Founder of Dynatec Corporation.
  • Previously, CEO of DMC Mining.

Brian Montgomery,  LL.B. (Director)

  • Lawyer at MLA Law LLP
  • Over 40 years of Mining, Corporate, Business and Real Estate law experience
  • Previously a partner of Weaver Simmons LLP

Alger St. Jean, P.Geo (Director)

  • VP of Exploration at RNC Minerals
  • Previously, Senior Geologist at Xstrata Nickel (formerly Falconbridge)
  • Over 20 years experience in the mining industry, primarily focused on nickel.

Alistair Ross, P.Eng (Director)

  • President and CEO at Rockcliff Metals Corp.
  • Over 35 years of Mining and Metallurgy experience
  • Previously, Director of Mining, Vale Base Metals Ontario Operations
  • Previously, President of Lonmin Plc

Grant Mourre, M.Sc., P.Geo (President & COO)

  • Exploration Manager Transition Metals Corp.
  • Over 20 years experience in the mining industry, primarily focused on nickel.
  • Previously, Senior Project Geologist at Xstrata Nickel (formerly Falconbridge).

Chris Chadder, HBBA, CPA, CA – (Chief Financial Officer)

  • CFO at Mineral Alamos Inc.
  • CFO at Transition Metals Corp.
  • Over 25 years of financial management.

Each of the Company and SPC will bear its own respective costs and expenses associated with the Proposed Transaction. The parties expect to complete their respective due diligence and execute the Definitive Agreement to replace the LOI within the next 30 days.

About SPC

 Sudbury Platinum Corporation, a company 30% owned by Transition Metals Corp (TSXV:XTM), is a Canadian private corporation with a proven track record of success that is focused on exploring for Nickel within well-established North American mining camps. The Company is currently exploring its key 100% owned exploration projects Aer-Kidd and Lockerby East both located in the heart of the historic Sudbury Mining Camp, a camp closely controlled by Vale, KGHM and Glencore. The Company will initially focus on advancing it key Sudbury Camp assets with a vision of growing to a pre-eminent North American Nickel exploration company.’

 On behalf of the Board of Directors:                                  

                                                                                                  

                                                                                                     Website: www.edisoncobalt.com

Neil Pettigrew

President & CEO

       

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

 Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Edison Cobalt should be considered highly speculative.

 The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

 

 

January 22nd, 2019 : EDISON COBALT COMPLETES 2018 EXPLORATION PROGRAM ON THE KITTSON-COBALT PROJECT

Vancouver, British Columbia – January 22, 2019Edison Cobalt Corp (Edison Cobalt” or the “Company“) (TSX-V: “EDDY”) is pleased to announce the completion of their summer-fall exploration program on their Kittson-Cobalt Project, located in the prolific Cobalt Silver Camp in Northeast Ontario, Canada. The program ran from June to October and consisted of extensive geological mapping, prospecting, soil sampling and diamond drilling which is summarized in this release.

A total of 360 prospecting samples were collected during this program, highlights (>1% Cobalt) are listed in Table 1 below. These included the first prospecting samples collected from the recently acquired historic Edison mine (see News Release May 30th, 2018) which returned up to 6.13 % cobalt (see News Releases September 11th and 25th, 2018).  A new zone, North Kittson was also discovered approximately 500 meters north of the historic Kittson mine with prospecting samples returning up to 2.18 % cobalt and significantly up to 7.83 g/t gold (see New Release October 2nd, 2018).

Geological mapping also confirmed that the Shakt-Davis and Edison mines are hosted on the same east-west trending fracture zone and this that fracture zones extends for >1.5 kilometers. A full 34 % of the prospecting samples collected along this fracture retuned >0.1 % cobalt and 16 % returned >1 % cobalt (see New Release September 25th, 2018).

Table 1. Prospecting Highlights from the Summer-Fall program (samples >1% cobalt).

Sample Number

Zone

Material

Co wt. %

Au g/t

Ag g/t

Cu wt. %

Ni wt. %

469011

Edison Mine

Waste Pile

2.36

0.35

10.3

0.08

1.39

469012

Edison Mine

Waste Pile

6.13

0.17

0.9

0.01

2.22

469014

Edison Mine

Waste Pile

2.09

0.00

0.1

0.00

0.13

469016

Edison Mine

Waste Pile

1.02

0.01

0.1

0.00

0.07

760023

Edison Mine

Waste Pile

2.45

0.02

0.9

0.03

0.17

760064

Edison Mine

Waste Pile

2.90

0.00

0.3

0.00

0.09

760067

Edison Mine

Waste Pile

1.69

0.00

0.4

0.00

0.07

760073

Edison Mine

Waste Pile

1.02

0.00

1.3

0.00

0.06

760104

Edison Mine

Outcrop

1.24

0.01

1.7

0.01

0.07

760114

Edison Mine

Outcrop

5.79

0.18

0.9

0.00

1.99

760157

Edison Mine

Waste Pile

1.06

0.01

1.3

0.22

0.09

760162

Edison Mine

Waste Pile

4.10

0.01

0.6

0.00

0.17

760165

Edison Mine

Waste Pile

1.15

0.01

0.1

0.00

0.10

760085

North Kittson

Waste Pile

2.18

0.22

3.2

0.04

0.28

760087

North Kittson

Waste Pile

1.05

0.04

0.6

0.03

0.14

760094

North Kittson

Waste Pile

1.47

0.03

0.8

0.00

0.11

760287

North Kittson

Waste Pile

1.12

0.08

1.0

0.10

0.16

*Previously reported (see New Releases September 11th and 25th 2018)

A total of 2,620 metres (21 holes) were completed during the program. This drilling represented the first exploration on the historic Edison mine in over 100 years. Highlights include 0.34% cobalt over 2.65 metres including 0.98% cobalt over 0.35 meters in hole ED-18-010 (see News Release October 23rd, 2018) and 0.46% cobalt over 2.05 meters in hole ED-18-015 (see News Release January 14, 2019).

The drill program successfully intersected the fracture zone that hosts the Edison mine mineralization. The fracture zone was much wider than was observed at surface, ranging from 7 to 30 metres wide (drilled core length) hosting several 0.1 – 2.0 metre quartz-carbonate veins surrounded by intense carbonate alteration. Fracture and vein controlled cobalt mineralization in the form of smaltite and erythrite (cobalt bloom) occurred throughout this zone with values as high as 1.24% Cobalt over 0.35 meters. Highlights from the program are provided in Table 2 below. Drill hole location map, an isometric view and cross sections are shown here. (Click here to view Maps and Figures from 2018)

Commenting on the Summer-Fall program, Neil Pettigrew, President and CEO said: “The recent exploration program was highly successful. A new zone, North Kittson was discovered and the results from the Edison mine represent the first exploration in over 100 years on this property. Planning is currently underway for a winter drill program to follow up on the 2018 results from both Shakt-Davis and Edison mines

Table 2. Diamond Drilling Highlights from 2018 Summer-Fall Exploration Program.

Hole Number

From (Metres)

To (Meters)

Width (Meters)

Co wt. %

Au g/t

Ag g/t

Cu wt.%

Ni wt. %

ED-18-010

73.50

78.15

4.65

0.20

0.013

1.2

0.007

0.032

Including

74.50

77.15

2.65

0.34

0.337

1.5

0.008

0.050

Including

74.50

74.85

0.35

0.98

0.015

1.5

0.026

0.123

ED-18-012

144.35

147.00

2.65

0.27

0.000

2.1

0.014

0.022

Including

145.35

145.70

0.35

1.24

0.000

11.4

0.007

0.113

And

156.00

156.40

0.40

0.37

0.000

1.1

0.001

0.018

And

169.00

170.00

1.00

0.63

0.000

0.5

0.026

0.037

ED-18-013

78.60

87.88

9.28

0.07

0.001

0.1

0.020

0.023

Including

78.60

81.55

2.95

0.15

0.001

0.1

0.027

0.029

Including

79.24

80.55

0.31

0.88

0.001

0.1

0.004

0.116

ED-18-015

159.70

201.00

1.85

0.48

0.005

0.1

0.002

0.041

Including

159.70

160.72

1.02

0.55

0.001

0.1

0.002

0.034

And

198.95

201.00

2.05

0.46

0.006

0.4

0.047

0.058

Including

198.95

200.00

1.05

0.52

0.005

0.1

0.015

0.059

And

229.00

230.30

1.30

0.29

0.011

0.1

0.001

0.029

ED-18-017

76.72

77.22

0.50

0.70

0.014

0.1

0.000

0.635

*All reported widths are drilled core lengths

**previously reported (see News Releases October 23rd and January 14, 2018)

About the Kittson-Cobalt Project

The project is located near the town of Cobalt in northeast Ontario, Canada. The Project hosts the historic Edison, Shakt-Davis and Kittson mines, as well as numerous historic workings, the deepest extending down to 628 feet, and over 2,500 feet of lateral workings. Cobalt mineralization occurs in Proterozoic-aged quartz-carbonate veins hosted in brittle shears in Nipissing diabase. This style of mineralization is similar to that of the famous Cobalt Silver Camp located ~15 km east of the Property, which produced 420 million ounces of silver with cobalt as a significant by-product. Veins hosting the mineralization at the Kittson-Cobalt Project differ from the typical Cobalt Silver Camp veins in that they are lower in silver but richer in cobalt and are associated with significant gold. Historic reports from the Shakt-Davis mine indicate values of 1.5% Co over 1.37 metres and select grab samples returning up to 4% Co and 93.3 g/t Au. Locally significant nickel, copper and to a lesser extend lead, zinc and bismuth also occur within the quartz-carbonate vein

About Edison Cobalt Corp.

Edison Cobalt Corp. is a Canadian-based junior mining exploration company focused on the procurement, exploration and development of cobalt, lithium and other energy metals.Edison Cobalt’s acquisition strategy focuses on acquiring affordable, cost-effective and highly regarded mineral properties in areas with proven geological potential. The Company’s shares are listed and posted for trading on the TSX Venture Exchange under the symbol “EDDY”,the OTC Pinks under the symbol “PWMRF”, and on the Frankfurt Exchange under the symbol “VV0”.

The technical content of this news release has been reviewed and approved by Neil Pettigrew, M.Sc., P.Geo., President & CEO and a director of the Company, and a Qualified Person as defined by National Instrument 43-101.

 On behalf of the Board of Directors:                                   For more information please contact:

                                                                                                     Howard Milne V.P. Business Development  

“Neil Pettigrew”                                                                         Tel: (604) 377-8994   Email:  hdmcap@shaw.ca

                                                                                                     Website: www.edisoncobalt.com

Neil Pettigrew

President & CEO

        

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

January 15th, 2019 : EDISON COBALT INTERSECTS 0.55% COBALT OVER 1.02 METERS AND 0.46% COBALT OVER 2.05 METERS IN DIAMOND DRILLING AT THE HISTORIC EDISON MINE ON THE KITTSON-COBALT PROJECT

Vancouver, British Columbia – January 15, 2019Edison Cobalt Corp (Edison Cobalt”orthe “Company“) (TSX-V: “EDDY”) is pleased to announce final results from their summer-fall diamond drilling program targeting the historic Edison Mine area of their Kittson-Cobalt Project, located in the prolific Cobalt Silver Camp in Northeast Ontario, Canada.

A total of 2,620 metres (21 holes) were completed during the summer-fall program, results from the final 8 holes of the program comprise this release. The First 12 holes of the program (see news release October 23, 2018) included intercepts up to 0.27% Co over 2.65 metres including 1.24% Co over 0.35.

Highlights from the final 8 holes include, hole ED-18-013 which returned a wide intercept of 0.07% Co over 9.28 meters Including 0.88% Co over 0.31 meters. And hole ED-18-015 which encountered two zones returning 0.48% Co over 1.85 meters, including 0.55% Co over 1.02 metersand 0.46% Co over 2.05 meters.

The program successfully intersected the fracture zone that hosts the Edison Mine mineralization over a strike length of ~150 metres and to a maximum depth of ~175 meters. The fracture zone ranged from 7 to 30 metres wide (drilled core length) and hosts several 0.1 – 2.0 metre quartz-carbonate veins surrounded by intense carbonate alteration. Fracture and vein controlled cobalt mineralization in the form of smaltite and erythrite (cobalt bloom) occurred throughout this zone with values as high as 1.24% Cobalt over 0.35 meters. A full list of significant intersections from the final 8 holes of the program is provided in Table 1 below. A drill hole location map, an isometric view and cross section are shown here.(Click here to view Maps and Figures)

Commenting on the latest results, Neil Pettigrew, President and CEO said: “We’re very encouraged by the 2018 drill programs on the historic Edison Mine and throughout the Kittson-Cobalt Project. These results will help guide future drilling plans.

Table 1.Diamond Drilling Highlights.

Hole Number From (Metres) To (Meters) Width (Meters) Co wt. % Au g/t Ag g/t Cu wt.% Ni wt. %
ED-18-013 78.60 87.88 9.28 0.07 0.001 0.1 0.020 0.023
Including 78.60 81.55 2.95 0.15 0.001 0.1 0.027 0.029
Including 79.24 80.55 0.31 0.88 0.001 0.1 0.004 0.116
ED-18-014 127.00 128.75 1.75 0.05 0.007 0.6 0.018 0.009
ED-18-015 159.70 201.00 1.85 0.48 0.005 0.1 0.002 0.041
Including 159.70 160.72 1.02 0.55 0.001 0.1 0.002 0.034
And 198.95 201.00 2.05 0.46 0.006 0.4 0.047 0.058
Including 198.95 200.00 1.05 0.52 0.005 0.1 0.015 0.059
And 229.00 230.30 1.30 0.29 0.011 0.1 0.001 0.029
ED-18-017 76.72 77.22 0.50 0.70 0.014 0.1 0.000 0.635
ED-18-018 225.80 226.15 0.35 0.24 0.029 0.1 0.002 0.024
NS2018-01 No Significant Results
NS2018-02 24.00 24.50 0.50 0.15 0.011 0.1 0.014 0.017
NS2018-03 No Significant Results
NS2018-04 33.00 35.00 2.00 0.05 0.011 0.6 0.052 0.016

*All reported widths are drilled core lengths.

About the Kittson-Cobalt Project

The project is located near the town of Cobalt in northeast Ontario, Canada. The Project hosts the historic Edison, Shakt-Davis and Kittson mines, as well as numerous historic workings, the deepest extending down to 628 feet, and over 2,500 feet of lateral workings. Cobalt mineralization occurs in Proterozoic-aged quartz-carbonate veins hosted in brittle shears in Nipissing diabase. This style of mineralization is similar to that of the famous Cobalt Silver Camp located ~15 km east of the Property, which produced 420 million ounces of silver with cobalt as a significant by-product. Veins hosting the mineralization at the Kittson-Cobalt Project differ from the typical Cobalt Silver Camp veins in that they are lower in silver but richer in cobalt and are associated with significant gold. Historic reports from the Shakt-Davis mine indicate values of 1.5% Co over 1.37 metres and select grab samples returning up to 4% Co and 93.3 g/t Au. Locally significant nickel, copper and to a lesser extend lead, zinc and bismuth also occur within the quartz-carbonate vein

About Edison Cobalt Corp.

Edison Cobalt Corp. is a Canadian-based junior mining exploration company focused on the procurement, exploration and development of cobalt, lithium and other energy metals.Edison Cobalt’s acquisition strategy focuses on acquiring affordable, cost-effective and highly regarded mineral properties in areas with proven geological potential. The Company’s shares are listed and posted for trading on the TSX Venture Exchange under the symbol “EDDY”,the OTC Pinks under the symbol “PWMRF”, and on the Frankfurt Exchange under the symbol “VV0”.

The technical content of this news release has been reviewed and approved by Neil Pettigrew, M.Sc., P.Geo., President & CEO and a director of the Company, and a Qualified Person as defined by National Instrument 43-101.

 On behalf of the Board of Directors:                                   For more information please contact:

                                                                                                     Howard Milne V.P. Business Development  

“Neil Pettigrew”                                                                         Tel: (604) 377-8994   Email:  hdmcap@shaw.ca

                                                                                                     Website: www.edisoncobalt.com

Neil Pettigrew

President & CEO

        

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.