Canada Silver Cobal T Obt Ains Interim Order FOR Spin-Out of Coniagas Battery Met ALS Inc.
CANADA SILVER COBAL T OBT AINS INTERIM ORDER FOR SPIN-OUT
OF CONIAGAS BATTERY MET ALS INC.
- Canada Silver Cobalt to transfer the Graal property located in Québec to its subsidiary Coniagas Battery Metals
with the intention of Coniagas becoming a supplier to the electric vehicle (“EV”) market
- Annual and special meeting of shareholders to be held on October 31, 2023 to approve the transaction
Coquitlam, BC – September 26, 2023 – Canada Silver Cobalt Works Inc. (TSXV: CCW) (OTC: CCWOF)
(Frankfurt: 4T9B) (the "Company" or "Canada Silver Cobalt") is pleased to announce that it has received an
interim order from the British Columbia Supreme Court for a plan of arrangement under the Canada Business
Corporations Act in connection with the previously-announced “spin-out” by the Company of shares and
warrants of its wholly-owned subsidiary Coniagas Battery Metals Inc. (“Coniagas”) to the shareholders of the
Company. It is the Company’s intention to develop Coniagas into a supplier to the electric vehicle (EV) market
and to list Coniagas on a Canadian stock exchange.
Annual and Special Meeting of Shareholders – October 31, 2023
Canada Silver Cobalt will hold an annual and special meeting of shareholders on October 31, 2023 to approve
the plan of arrangement, among other things. A copy of the Company’s management information circular will
be available on the Company’s website at www.canadasilvercobaltworks.com and under the Company’s
profile on SEDAR+ at www.sedarplus.ca. An Arrangement Agreement entered into between the Company and
Coniagas and the plan of arrangement will be annexed to the circular as schedules. If shareholders approve
the plan of arrangement and related matters at the meeting, the Company will seek a final order for the plan
of arrangement from the British Columbia Supreme Court on November 3, 2023.
Unanimous Recommendation of the Board of Directors
The Board of Directors of Canada Silver Cobalt has unanimously determined that the plan of arrangement is
in the best interests of the Company and its shareholders and unanimously recommends that shareholders
vote for the plan of arrangement and related matters at the shareholders’ meeting. The Board of Directors
based its decision in part on a fairness opinion provided to it by Leede Jones Gable Inc., a copy of which will
be annexed to the circular.
The Company encourages all shareholders to review the circular and its schedules and to vote their shares
prior to the meeting. The record date for the meeting is September 19, 2023.
Plan of Arrangement
The principal steps of the proposed plan of arrangement are as follows:
(a) the Company will transfer the Graal property, located in the Saguenay-Lac-St-Jean region of Québec,
to Coniagas in exchange for 24 million Coniagas common shares and 12 million Coniagas common
share purchase warrants, each of which will entitle its holder to purchase one Coniagas share at a price
of $0.40;
Canada Silver Cobalt Works Inc.
3028 Quadra Court
Coquitlam, B.C. V3B 5X6
CanadaSilverCobaltWorks.com
Page 2 of 3
(b) as soon as practicable after the effective date of the plan of arrangement, the Company will deliver an
aggregate of 5,874,600 Coniagas shares and 2,937,300 Coniagas warrants on a pro rata basis to the
Company’s shareholders of record on a date to be selected for the distribution; and
(c) on each of the first three anniversaries of the effective date of the plan of arrangement, the Company
will deliver to shareholders of record at the respective times an aggregate of 1,958,200 Coniagas
shares and 979,100 Coniagas warrants, such that the Company will distribute to its shareholders an
aggregate of 11,749,200 Coniagas shares and 5,874,600 Coniagas warrants in four annual
distributions.
All Coniagas warrants will be exercisable for a period of two years. The first tranche of the Coniagas warrants
may be exercised starting on the effective date of the plan of arrangement and will expire two years thereafter.
The three following tranches of Coniagas warrants will expire two years after their respective delivery dates.
Coniagas Private Placement and Share Capital
Coniagas intends to raise up to $1,250,000 by way of private placement to “accredited investors” by issuing
up to 5,000,000 shares at a price of $0.25 per share. Each share will be accompanied by one warrant, which
may be exercised for two years at a price of $0.40 per share. Coniagas intends to use the proceeds from the
proposed private placement for exploration on the Graal property and for working capital.
It is expected that after the proposed share distribution and maximum private placement, Canada Silver
Cobalt will hold approximately 55% of Coniagas’ outstanding shares, with 18% of the shares to be held in the
aggregate by the shareholders of Canada Silver Cobalt. Investors in the proposed private placement will hold
approximately 15% of Coniagas’ outstanding shares, with the balance of approximately 12% to be held by a
third-party vendor of certain of the claims comprising the Graal property and by directors and officers of
Coniagas and others. After the three annual share distributions, the shareholders of Canada Silver Cobalt in
the aggregate and the Company will each own approximately 37% of Coniagas’ outstanding shares, subject to
dilution during the period.
Updates and Regulatory Approval
The Company will provide updates on the proposed distribution of the Coniagas shares and warrants to the
shareholders of the Company, including the distribution record date, and on the proposed listing of Coniagas
on a Canadian stock exchange. The proposed distribution by the Company of the Coniagas shares and warrants
and the private placement by Coniagas are subject to regulatory approval, including that of the TSX Venture
Exchange.
About Canada Silver Cobalt Works Inc.
Canada Silver Cobalt Works Inc. recently discovered a major high-grade silver vein system at Castle East
located 1.5 km from its 100%-owned, past-producing Castle Mine near Gowganda in the prolific and world-
class silver-cobalt mining district of Northern Ontario. The Company has completed a 60,000 m drill
program aimed at expanding the size of the deposit with an update to the resource estimate underway.
In May 2020, based on a small initial drill program, the Company published the region’s first 43-101
resource estimate that contained a total of 7.56 million ounces of silver in Inferred resources, comprising
very high-grade silver (8,582 grams per tonne un-cut or 250.2 oz/ton) in 27,400 tonnes of material from
two sections (1A and 1B) of the Castle East Robinson Zone, beginning at a vertical depth of approximately
400 meters. Note that mineral resources that are not mineral reserves and do not have demonstrated
economic viability. Please refer to Canada Silver Cobalt Works Press Release May 28, 2020, for the resource
estimate. Report reference: Rachidi, M. 2020, NI 43-101 Technical Report Mineral Resource Estimate for
Castle East, Robinson Zone, Ontario, Canada, with an effective date of May 28, 2020, and a signature date of
July 13, 2020.
Page 3 of 3
The Company also has: (1) 14 battery metals properties in Northern Quebec where it has recently
completed a nearly 16,000-metre drill program on the Graal property; (2) the prospective 1,000-hectare
Eby-Otto gold property close to Agnico Eagle’s high-grade Macassa Mine near Kirkland Lake, Ontario where
it is exploring; and (3) lithium property – 230 square kilometers of greenfield exploration ground focussed
along a significant volcanic sedimentary rock – Archean granite contact near Cochrane, Ontario contiguous
to Power Metals’ Case Lake Lithium properties.
Canada Silver Cobalt’s flagship silver-cobalt Castle mine and 78 sq. km Castle property feature strong
exploration upside for silver, cobalt, nickel, gold, and copper. With underground access at the fully owned
Castle Mine, an exceptional high-grade silver discovery at Castle East, a pilot plant to produce cobalt-rich
gravity concentrates, a processing facility (TTL Laboratories) in the town of Cobalt, and a proprietary
hydrometallurgical process known as Re-2Ox (for the creation of technical-grade cobalt sulphate as well as
nickel-manganese-cobalt (NMC) formulations), Canada Silver Cobalt is strategically positioned to become a
Canadian leader in the silver-cobalt space. More information is available at
www.canadasilvercobaltworks.com.
“Frank J. Basa”
Frank J. Basa, P. Eng.
Chief Executive Officer
For further information, contact:
Frank J. Basa, P.Eng.
Chief Executive Officer
416-625-2342
or:
Wayne Cheveldayoff,
Corporate Communications
P: 416-710-2410
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Caution Regarding Forward-Looking Statements
This news release may contain forward-looking statements regarding Canada Silver Cobalt Works Inc. (the “Company”) and
Coniagas Battery Metals Inc. (“Coniagas”) which include, but are not limited to, comments that involve future events and
conditions, which are subject to various risks and uncertainties. Except for statements of historical facts, comments that address
the proposed distribution of common shares and common share purchase warrants of Coniagas to the shareholders of the
Company, the proposed private placement by Coniagas and proposed listing of Coniagas on a Canadian stock exchange, resource
potential, upcoming work programs, geological interpretations, receipt and security of mineral property titles, availability of
funds, and others are forward-looking. No assurance can be given that any of the foregoing will be achieved. Forward-looking
statements are not guarantees of future performance and actual results may vary materially from those statements. General
business conditions are factors that could cause actual results to vary materially from forward-looking statements. A detailed
discussion of the risk factors in connection with the proposed plan of arrangement will be set out in the Company’s management
information circular, which will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s
website.