(TheNewswire)
6 August 2021 – TheNewswire - Jervois Mining Limited (“ Jervois ” or the“ Company ”) (ASX:JRV) (TSXV:JRV) (OTC:JRVMF) confirms the completionof the institutional placement (“ Placement ”) of A$87million and the institutional portion of the fully underwritten prorata accelerated non-renounceable entitlement offer (“ Entitlement Offer ”and together with the Placement, the “ Offer ”), asoriginally announced on 27 July 2021. Upon the completion of theretail component of the Offer (which is expected on September 1, 2021)gross proceeds to the Company are expected to aggregate approximatelyA$313 million.
Jervois has received gross proceeds of A$135 millionand issued 307,086,632 new ordinary shares as part of the completionof the Placement and the institutional portion of the EntitlementOffer.
The only insider participant in the Placement and theinstitutional portion of the Entitlement Offer was AustralianSuper PtyLimited (“ AustralianSuper ”), which subscribed for114,286,523 new shares (at an aggregate subscription price of A$50.2million). On closing of the Offer, AustralianSuper’s shareholdingin the Company increases from 13.5% to 15%.
AustralianSuper is a “related party” of the Companywithin the meaning of that term defined in Canadian MultilateralInstrument 61-101 - Protection of Minority Shareholders in SpecialTransactions (“MI 61-101”) given its greaterthan 10% shareholding. AustralianSuper’s participation in theOffer is therefore a “related party transaction” within themeaning of MI 61-101. Pursuant to Section 5.5(a) and 5.7(1)(a) of MI61-101, the Company is exempt from obtaining a formal valuation andminority approval of the Company’s shareholders in respect of theOffer due to the fair market value of AustralianSuper’sparticipation being below 25% of the Company’s market capitalizationfor purposes of MI 61-101. The Company will file a material changereport in respect of the closing of the Offer. However, the materialchange report will be filed less than 21 days prior to the closing ofthe Offer, which is consistent with market practice and the Companydeems reasonable in the circumstances.
On behalf of Jervois Mining Limited
Alwyn Davey, Company Secretary
For further information, please contact:
Investors and analysts: James May Chief Financial Officer Jervois jmay@jervoismining.com.au | Media: Nathan Ryan NWR Communications nathan.ryan@nwrcommunications.com.au Mob: +61 420 582 887 |
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 expressionsidentify forward-looking statements or information. Theseforward-looking statements or information may relate to timing andeffects of closing the retail component of the Offer, expected grossproceeds, filing of a material change report and certain other factorsor information. Such statements represent Jervois’ current viewswith respect to future events and are necessarily based upon a numberof assumptions and estimates that, while considered reasonable byJervois, are inherently subject to significant business, economic,competitive, political and social risks, contingencies anduncertainties. Many factors, both known and unknown, could causeresults, performance or achievements to be materially different fromthe results, performance or achievements that are or may be expressedor implied by such forward-looking statements. Jervois does notintend, and does not assume any obligation, to update theseforward-looking statements or information to reflect changes inassumptions or changes in circumstances or any other events affectionssuch statements and information other than as required by applicablelaws, rules and regulations.
General
Jervois reserves the right towithdraw part or all of the Offer. Completion is subject tocustomary closing conditions. The dates and times are indicative andsubject to change in Jervois’ absolute discretion without notice to,or consultation with, you.
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.
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