JRV:CC - Jervois to issue US$25M Unsecured Convertible Notes and launches underwritten US$25M Entitlement Offer

(TheNewswire)

Highlights:

• Agreement to issue US$25 million ofUnsecured Convertible Notes, with a 40% conversion premium toTERP 1 on the Entitlement Offer, carrying a 6.5%p.a. coupon, maturing in July 2028 2

• In parallel Jervois has launched afully underwritten 1 for 3.34 accelerated non-renounceable entitlementoffer (“Entitlement Offer”) to also raise additional US$25million 3

• Under the Entitlement Offer,AustralianSuper (Jervois’ largest shareholder at 18.5%) hascommitted up to US$11.7 million, potentially increasing itsshareholding in the company to up to 25.0%

• Mercuria (Jervois’ second largestshareholder at 9.9% and lender) has committed to taking up its fullentitlement under the Entitlement Offer

• Jervois Directors and ExecutiveManagement to invest a further US$0.7 million under the EntitlementOffer

• Strong balance sheet with pro-formacash of US$65 million at completion of the capital raising, and afternear term debt repayments of over US$20 million 4

Overview

28 June 2023 – TheNewswire - Australia - Jervois GlobalLimited (“ Jervois ”) (ASX:JRV) (TSXV:JRV) (OTC:JRVMF)announces it has launched a US$50 million total capital raising (the“ Capital Raising ”), comprising:

• US$25 million Unsecured Convertible Notes ( Notes ”) maturing inJuly 2028 which are convertible into Jervois ordinary shares(“ OrdinaryShares ”) (“ Convertible Notes Offer ”). The initial conversion price for the Notes represents a40% premium to the Entitlement Offer Theoretical Ex Rights Price(“ TERP ”) 1 and the Notes carry a 6.5%p.a. coupon; and

• US$25 million fully underwritten 1 for 3.34 acceleratednon-renounceable entitlement offer (the Entitlement Offer ”), undertaken in parallel with the Convertible NotesOffer.

Net proceeds from the Capital Raising will strengthenJervois’ balance sheet, improve liquidity and working capitalflexibility, with cash also being applied to debt reduction. Onceexpected debt payments are complete, Jervois will have a proforma cashbalance of US$65 million. 3 The Capital Raising will support Jervois’refocused strategy to respond to historic low cobalt prices,including:

• Continued implementation and delivery of JervoisFinland’s turnaround;

• Focus on strategic partnerships to position company forexpected re-rating on cobalt price recovery and once SMP restart isfully funded – with latter to reduce single asset and commodityprice exposure; and

• Increased cooperation on critical mineral supply chainsecurity with host Western governments across each Jervoissite.

Convertible Notes Offer

Jervois has agreed to issue US$25 million of Notes toMillstreet Capital Management, a large holder of the ICO SeniorSecured Bonds. The Notes have a 6.5% per annum coupon and a conversionpremium of 40% to TERP on the Entitlement Offer. A summary of the keyterms of the Notes is set out below:

Key Terms of Convertible Note

Entitlement Offer

Concurrent with the Convertible Notes Offer, the Entitlement Offer is at a fixed price ofA$0.060 per share (“ OfferPrice ”). The Offer Price represents a:

• 7.1% discount to TERP 8 of A$0.0646 on Tuesday, 27 June 2023; and

• 9.1% discount to the last close price of A$0.0660 onTuesday, 27 June 2023.

Jervois will issue approximately 622.7 million newOrdinary Shares (“ NewShares ”) under the Entitlement Offer,equivalent to approximately 23.0% of Jervois' total outstandingOrdinary Shares upon completion of the Entitlement Offer. New Sharesissued under the Entitlement Offer will rank equally in all respectswith Jervois' existing Ordinary Shares.

Jerovis’ largest shareholder, AustralianSuper (18.5%)has committed to taking up its full entitlement (A$6.9M) andsub-underwriting (up to A$10.6M of the Entitlement Offer), which willleave it with a maximum post Entitlement Offer shareholding in Jervoisof 25%.

Mercuria (Jervois’ second largest shareholder at9.9%, and lender) has committed to taking up its full entitlement.

Jervois’ Directors and Executive Management willinvest a further US$0.7 million (A$1.0 million) under the EntitlementOffer.

Eligible shareholders are invited to subscribe for 1New Share for every 3.34 existing Ordinary Shares (“ Entitlement ”) heldas at 7:00pm (Sydney, Australia timezone) on Monday, 3 July 2023 underthe Entitlement Offer.

Institutional EntitlementOffer

Eligible institutional shareholders will be invited toparticipate in the institutional component of the Entitlement Offer(" InstitutionalEntitlement Offer "), which is beingconducted today, Wednesday, 28 June 2023.

Eligible institutional shareholders can choose to takeup all, part or none of their Entitlement. Institutional Entitlementscannot be traded on the ASX or transferred.

Institutional Entitlements that eligible institutionalshareholders do not take up by the close of the InstitutionalEntitlement Offer, and Institutional Entitlements that would otherwisehave been offered to ineligible institutional shareholders, will beoffered to new institutional investors and existing institutionalshareholders concurrently with the Institutional EntitlementOffer.

Jervois' shares will recommence trading on Monday, 3 July 2023 followingcompletion of the Institutional Entitlement Offer.

Retail Entitlement Offer

Eligible retail shareholders in Australia and NewZealand will be invited to participate in the retail component of theEntitlement Offer (“ RetailEntitlement Offer ”) at the same Offer Priceand ratio as the Institutional Entitlement Offer. The RetailEntitlement Offer will open on Wednesday, 5 July 2023 and close at5.00pm on Tuesday, 18 July 2023.

Further details about the Retail Entitlement Offer willbe set out in the retail offer booklet, which Jervois expects to lodgewith the ASX on Wednesday, 5 July 2023.

Entitlements cannot be traded on the ASX ortransferred. Eligible shareholders who do not take up theirEntitlement under the Entitlement Offer in full or in part, may notreceive any value in respect to those Entitlements not takenup.

Indicative Timetable

Additional Information

Further details on the Capital Raising are set out inthe Investor Presentation also released to the ASX today. The InvestorPresentation contains important information including disclaimers, keyrisks and foreign selling restrictions with respect to the EntitlementOffer.

Jefferies (Australia) Pty Ltd and Canaccord Genuity(Australia) Limited are acting as Joint Lead Managers and Underwritersto the Entitlement Offer.

This announcement has been approved for release by theBoard of Directors of Jervois Global Limited.

Completion of the Capital Raising is subject to theapproval of the TSX Venture Exchange.

For further information, please contact:

Forward-LookingStatements

This news release may containcertain “Forward-Looking Statements” within the meaning of theUnited States Private Securities Litigation Reform Act of 1995 andapplicable Canadian securities laws. When used in this news release,the words “anticipate”, “believe”, “estimate”,“expect”, “target, “plan”, “forecast”, “may”, “schedule”,“expected” and other similar words or expressions identifyforward-looking statements or information. These forward-lookingstatements or information may relate to the Capital Raising andapprovals of the TSXV, future operations at Jervois Finland,anticipated partnerships, restart and timing of SMP Refinery; futureoperations; future growth potential of Jervois’ projects and futuredevelopment plans;, and certain other factors or information. Suchstatements represent Jervois’ current views with respect to futureevents and are necessarily based upon a number of assumptions andestimates that, while considered reasonable by Jervois, are inherentlysubject to significant business, economic, competitive, political andsocial risks, contingencies and uncertainties. Many factors, bothknown and unknown, could cause results, performance or achievements tobe materially different from the results, performance or achievementsthat are or may be expressed or implied by such forward-lookingstatements.

These forward-looking statements arebased on assumptions and contingencies that are subject to changewithout notice and involve known and unknown risks, uncertainties andother factors, many of which are beyond the control of the Company andits related bodies corporate and affiliates (and each of theirrespective directors, securityholders, officers, employees, partners,agents, advisers and management), and could cause results, performanceor achievements to be materially different from the results,performance or achievements that are or may be expressed or implied bysuch forward-looking statements or any projections and assumptions onwhich those statements are based. This includes statements aboutmarket and industry trends, which are based on interpretations ofmarket conditions.

Forward-looking statements areprovided as a general guide only and should not be relied on as anindication or guarantee of future performance. These statements mayassume the success of the Company’s business strategies, the successof which may not be realised within the period for which theforward-looking statements may have been prepared, or at all, and thereceipt of applicable approvals to complete the Capital Raising.

No guarantee, representation orwarranty, express or implied, is made as to the accuracy, likelihoodof achievement or reasonableness of any forecasts, prospects, returns,statements or tax treatment in relation to future matters contained inthis announcement. The forward-looking statements are based oninformation available to the Company as at the date of thisannouncement. Except as required by applicable laws, rules orregulations, none of the Company, its representatives or advisersintends to, or undertakes to, or assumes any obligation to, provideany additional information, update or revise the statements in thisannouncement, whether as a result of a change in expectations orassumptions, new information, future events, results or

circumstances.

Not an offer ofsecurities

This announcement has been preparedfor publication in Australia and may not be released to US wireservices or distributed in the United States. This announcement doesnot constitute an offer to sell, or a solicitation of an offer to buy,securities in the United States or any other jurisdiction. Anysecurities described in this announcement have not been, and will notbe, registered under the US Securities Act of 1933 and may not beoffered or sold in the United States except in transactions exemptfrom, or not subject to, the registration requirements of the USSecurities Act and applicable US state securities laws.

General

In addition, this announcement issubject to the same “Important Notice and Disclaimer” as appearson slides 2 to 5 of the Investor Presentation with any necessarycontextual changes.

Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in policies ofthe TSX Venture Exchange) accepts responsibility for the adequacy oraccuracy of this release.

Not for release to US wire servicesor distribution in the United States

1 TERP (theoretical ex rights price) is the theoretical priceat which Jervois’ ordinary shares should trade at immediately afterthe ex-date for the Entitlement Offer based only on the last tradedprice and issuance of Jervois’ ordinary shares at the offer priceunder the Entitlement Offer.

2 Subject to satisfaction of customary conditions.

3 A$37.4 million based on AUD/USD exchange of 0.669 (25 June2023).

4 Refer to slide 20 of the investor presentation releasedtoday by Jervois in connection with the capital raising for basis ofpreparation of proforma financial position.

5 Subject to satisfaction of the conditions precedent.

6 If such conversion would result in the holder’s votingpower in Jervois reaching or exceeding 20% of the issued andoutstanding shares or voting power of Jervois, then, without the priorrequisite approval of Jervois’ shareholders, upon a conversion,Jervois will only convert the portion of the Note subject to theconversion request that would result in the holder’s shareholdingsbeing 19.90% and will redeem the remainder of such Note forcash.

7 In addition to the conditions precedent required forTranche 1.

8 TERP (theoretical ex rights price) is the theoretical priceat which Jervois’ ordinary shares should trade at immediately afterthe ex-date for the Entitlement Offer based only on the last tradedprice and issuance of Jervois’ ordinary shares at the offer priceunder the Entitlement Offer.

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