(TheNewswire)
December 7, 2022 – TheNewswire – Australia - Jervois Global Limited (“ Jervois ” or the“ Company ”) (ASX:JRV) (TSXV:JRV) (OTC:JRVMF) on Friday, 2 December2022, announced to the Australian Stock Exchange (“ ASX ”) completion of the retail component of its fully underwritten1 for 5.42 accelerated non-renounceable entitlement offer(“ Retail EntitlementOffer ”).
The final Retail Entitlement Offer tranche was part ofJervois issuing new fully paid ordinary shares (“ New Shares ”), asannounced to the ASX on Thursday, 10 November 2022. Together withthe institutional placement and institutional component of theentitlement offer (“ Offer ”), a total of 549,598,088 New Sharesat A$0.42 per share (the “ Offer Price ”) were issued, for aggregategross proceeds of approximately A$231 million (US$150million 1 ).
The Retail Entitlement Offer closed at 5:00pm (Sydneytime) on Wednesday, 30 November 2022 and raised a total of A$54million. New Shares that were not taken up under the RetailEntitlement Offer were allotted to sub-underwriters of the RetailEntitlement Offer.
Proceeds from the Offer are expected to be used tofully fund the restart of São Miguel Paulista refinery, Idaho CobaltOperations ramp up and mine sustaining capital expenditure, and forgeneral corporate purposes including the Jervois Finland refineryexpansion Bankable Feasibility Study (“ BFS ”).
Jervois insiders and principals have contributed A$2.04million to the Offer.
Insider participants include:
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Peter Johnston, Non-Executive Chairman (A$0.33 million,779,657 New Shares)
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David Issroff, Non-Executive Director (A$0.33 million,776,466 New Shares)
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Brian Kennedy, Non-Executive Director (A$0.70 million,1,660,330 New Shares)
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James May, Chief Financial Officer / EGM – Finance(A$0.07 million, 166,667 New Shares)
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Ken Klassen, General Counsel / EGM – Legal (A$0.34million, 810,042 New Shares)
Other Jervois management contributed A$0.27 million(636,309 New Shares).
No New Shares were issued to Canadian registeredholders. The Offer remains subject to thefinal approval of the TSX-V.
AustralianSuper Pty Limited (“ AustralianSuper ”)has subscribed for 40,658,710 New Shares (at an aggregate subscriptionprice of approximately A$17.0 million) in its role as sub-underwriterto the Retail Entitlement Offer. This is in addition to theapproximate A$38.1 million invested by AustralianSuper in the institutional placement and institutionalcomponent of the Offer tranches. OverallAustralianSuper invested an additional A$55.1 million into Jervois tosupport the Offer.
Under Canadian securities laws, each of the insiderslisted above (aside from other management) and AustralianSuper is a“related party” of the Company within the meaning of that termdefined in Multilateral Instrument 61-101 – Protection of Minority Shareholders inSpecial Transactions (“ MI 61-101 ”) as theyare either a Director or senior officer of the Company, or they holdgreater than 10% of the Company’s outstanding shares, respectively(“ Related PartyParticipation ”). The Related PartyParticipation in the Offer constitutes a “related partytransaction” within the meaning of MI 61-101. Pursuant to Sections5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt fromobtaining a formal valuation and minority approval of the Company’sshareholders in respect of the Related Party Participation due to thefair market value of the Related Party Participation being below 25%of the Company’s market capitalization for purposes of MI 61-101. The Company will file a material change report in respect of closingof the Offer. However, the material change report will be filed lessthan 21 days prior to the closing of the Offer, which is customary inCanada.
UBS Securities Australia Limited and Canaccord Genuity(Australia) Limited acted as joint lead managers and underwriters ofthe Offer. Total investment banking fees will be 3.2% of total Offerproceeds.
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 other similar words or expressionsidentify forward-looking statements or information. Theseforward-looking statements or information may relate to the use ofproceeds; restart of SMP, the ICO ramp up and sustaining miningcapital expenditure, and the Jervois Finland BFS, filing of a materialchange report, TSX-V approval, and certain other factors orinformation. Such statements represent Jervois’ current views withrespect to future events and are necessarily based upon a number ofassumptions 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.
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.
1 Using AUD/USD of0.65
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