(TheNewswire)
21 November 2022 – TheNewswire- Jervois Global Limited (“ Jervois ” or the“ Company ”) (ASX:JRV) (TSXV:JRV) (OTC: JRVMF) confirms thecompletion of the institutional placement (“ Placement ”) and theinstitutional component of the fully underwritten pro rata acceleratednon-renounceable entitlement offer (“ Entitlement Offer ”and together with the Placement, the “ Offer ”) announcedon November 10, 2022. Upon the completion of the retail componentof the Entitlement Offer (which is expected on December 7, 2022) theCompany is expected to have raised approximately A$231 million underthe Offer.
Jervois has received gross proceeds of approximatelyA$177 million and issued 420,736,827 new ordinary shares as part ofthe completion of the Placement and the institutional component of theEntitlement Offer.
The only insider participant in the Placement and theinstitutional component of the Entitlement Offer was AustralianSuperPty Limited (“ AustralianSuper ”), which subscribed for90,618,895 new shares (at an aggregate subscription price of A$38.1million). On closing of the Placement and institutional component ofthe Entitlement Offer, AustralianSuper’s shareholding in the Companyincreases from 16.5% to17.6%.
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 the purposes of MI 61-101. The Company will file a materialchange report in respect of the closing of the Offer. However, thematerial change report will be filed less than 21 days prior to theclosing of the Offer, which is customary in Canada.
On behalf of Jervois Global Limited
Alwyn Davey, Company Secretary
For further information, please contact:
Investors and analysts: James May Chief Financial Officer Jervois Global James.may@jervoisglobal.com | 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 othersimilar words or expressions identify forward-looking statements orinformation. These forward-looking statements or information mayrelate to timing and effects of closing the retail component of theOffer, expected gross proceeds, filing of a material change report andcertain other factors or information. Such statements representJervois’ current views with respect to future events and arenecessarily based upon a number of assumptions and estimates that,while considered reasonable by Jervois, are inherently subject tosignificant business, economic, competitive, political and socialrisks, contingencies and uncertainties. Many factors, both known andunknown, could cause results, performance or achievements to bematerially different from the results, performance or achievementsthat are or may be expressed or implied by such forward-lookingstatements. Jervois does not intend, and does not assume anyobligation, to update these forward-looking statements or informationto reflect changes in assumptions or changes in circumstances or anyother events affections such statements and information other than asrequired by applicable laws, 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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