Cobalt 27’s $130 Million Takeover of Highlands Pacific


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

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 that was led by Mark Williamson (Picture) 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.

Involved fees earner: Mark Gordon – Piper Alderman; Sina Kassra – Piper Alderman; Christopher Lyons – Piper Alderman; Mark Williamson – Piper Alderman;

Law Firms: Piper Alderman;

Clients: Cobalt 27 Capital Corp. ;

Author: Michael Patrini