(TheNewswire)
4 July 2023 – TheNewswire – Australia - Jervois Global Limited (ASX:JRV) (TSXV:JRV)(OTC:JRVMF) (“ Jervois ” or the “ Company ”) announcedon Wednesday, 28 June 2023, that it is undertaking a US$50 millioncapital raising (“ CapitalRaising ”), comprised of a US$25 millionissuance of Unsecured Convertible Notes (“ Convertible Notes Offer ”) and a concurrent, fully underwritten 1 for 3.34accelerated non-renounceable entitlement offer to raise US$25 million(A$37.4 million) 1 (“ Entitlement Offer ”).
The institutional component of the Entitlement Offer(“ Institutional EntitlementOffer ”) has now successfully completed.
Approximately 336.7 million Jervois shares were issuedunder the Institutional Entitlement Offer, to raise A$20.2 million(US$13.5 million). The Institutional Entitlement Offer was supportedby new and existing domestic and offshore institutional investors.
Under the Institutional Entitlement Offer,AustralianSuper (Jervois’ largest shareholder at 18.5% before theEntitlement Offer) and Mercuria (Jervois second largest shareholder at9.9% before the Entitlement Offer) both subscribed for their fullentitlements.
The retail component of the Entitlement Offer(“ Retail EntitlementOffer ”) is also fully underwritten and willraise an additional A$17.2 million (US$11.5 million).
Together with proceeds from the US$25 millionConvertible Notes Offer, proceeds from the Entitlement Offer will beused to strengthen Jervois’ balance sheet, improve liquidity andworking capital flexibility, with cash also being applied to debtreduction.
New Jervois shares issued under the InstitutionalEntitlement Offer will be issued on Friday, 7 July 2023 and areexpected to commence trading on the Australian Securities Exchange(“ ASX ”) on a normal settlement basis on that day.
Jervois shares are expected to resume trading on theASX from market open on Monday, 3 July 2023.
Retail Entitlement Offer
Eligible retail shareholders in Australia and NewZealand will be invited to participate in the Retail Entitlement Offerat the same offer price and ratio as the Institutional EntitlementOffer. The Retail Entitlement Offer will open on Wednesday, 5 July2023 and close at 5.00pm in Sydney, Australia, on Tuesday, 18 July2023.
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.
Indicative Timetable
Event | Date in Australia 2 |
Announcement of Entitlement Offer | Wednesday, 28 June 2023 |
Institutional Entitlement Offer closes | Thursday, 29 June 2023 |
Announcement of the completion of InstitutionalEntitlement Offer and trading resumes on an ex-entitlementbasis | Monday, 3 July 2023 |
Record Date for Entitlement Offer (7pm) | Monday, 3 July 2023 |
Access letter despatched to Eligible RetailShareholders | Wednesday, 5 July 2023 |
Retail Entitlement Offer opens | Wednesday, 5 July 2023 |
Settlement of New Shares to be issued under theInstitutional Entitlement Offer | Thursday, 6 July 2023 |
Expected settlement of Convertible Note Offer | Thursday, 6 July 2023 |
Allotment and Quotation of New Shares under theInstitutional Entitlement Offer | Friday, 7 July 2023 |
Closing date for acceptances under Retail EntitlementOffer (5pm) | Tuesday, 18 July 2023 |
Announcement of results of Retail Entitlement Offer andnotification of any shortfall | Friday, 21 July 2023 |
Settlement of Retail Entitlement Offer | Monday, 24 July 2023 |
Allotment and issue of New Shares under the RetailEntitlement Offer | Tuesday, 25 July 2023 |
Commencement of trading and holding statementsdispatched for Retail Entitlement Offer | Wednesday, 26 July 2023 |
Additional Information
Further details on the Capital Raising are set out inthe Investor Presentation released to the ASX on Wednesday, 28 June2023. The Investor Presentation contains important informationincluding disclaimers, key risks and foreign selling restrictions withrespect to the Entitlement Offer.
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:
Investors and analysts: James May Chief Financial Officer Jervois Global | Media: Nathan Ryan NWR Communications |
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 CapitalRaising and approvals of the TSXV, future operations at JervoisFinland, anticipated partnerships, restart and timing of SMP Refinery;future operations; future growth potential of Jervois’ projects andfuture development plans; and certain other factors or information.Such statements represent Jervois’ current views with respect tofuture events and are necessarily based upon a number of assumptionsand estimates that, while considered reasonable by Jervois, areinherently 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.
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 AUD/USD conversions in this announcement based on anAUD/USD exchange rate of 0.67 (27 June 2023)
2 The timetable (and each reference in this announcement to adate specified in the timetable) is indicative only and Jervois may,at its discretion, vary any of the above dates by lodging a revisedtimetable with the ASX. All times are Sydney times.
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