(TheNewswire)
28 July, 2021 - TheNewswire – Australia - Jervois Mining Limited (ASX:JRV) (TSXV:JRV)(OTC:JRVMF) (" Jervois " or the " Company ")announces the successful completion of both the institutionalplacement (“ Placement ”) and the institutional componentof its 1 for 1.56 accelerated non-renounceable entitlement offer(“ Institutional Entitlement Offer ”)announced on Tuesday, 27 July 2021. Approximately A$136 million wasraised across the Placement and Institutional Entitlement Offer at anoffer price of A$0.44 1 pershare.
The Placement and Institutional Entitlement Offer werestrongly supported by new and existing domestic and offshoreinstitutional investors, including the introduction of strategicinvestors to support the transformational acquisition of FreeportCobalt (" Acquisition "). Following completion ofthe equity raising and acquisition of Freeport Cobalt, Jervois will bea global leader in refined cobalt production with an expandedshareholder base exposed to significant value creation potentialpossible through the technical and commercial synergies present withour existing assets.
The Institutional Entitlement Offer was well supportedwith a take up rate of approximately 85% by eligible institutionalshareholders.
The Retail Entitlement Offer is fully underwritten andwill raise an additional A$177 million. Together, the combinedproceeds of the equity raising are expected to total A$313 millionwith proceeds to be principally used towards Jervois’s proposedacquisition of Freeport Cobalt, construction expenditure atJervois’s 100% owned Idaho Cobalt Operations and progressing thebankable feasibility study at Sa?o MiguelPaulista nickel cobalt refinery in Sa?o Paulo, Brazil.
Under the Placement, approximately 197 million Jervoisshares will be issued at a price of A$0.44 per share to raiseapproximately A$87 million. Under the Institutional EntitlementOffer, approximately 113 million Jervois shares will be issued at aprice A$0.44 per share to raise approximately A$50 million.
New Jervois shares issued under the Placement andInstitutional Entitlement Offer will be issued on Thursday, 5 August2021 and are expected to commence trading on the ASX on a normalsettlement basis on that day.
Jervois has requested its voluntary suspension belifted and for Jervois shares to recommence trading on ASX from marketopen today (Wednesday, 28 July 2021). The Company expects thattrading on the TSX Venture Exchange will remain halted.
Retail Entitlement Offer
Eligible Retail Shareholders wishing to participate inthe Retail Entitlement Offer should carefully read the retail offerbooklet and accompanying personalised entitlement and acceptance form,which are expected to be dispatched by Tuesday, 3 August 2021. Acopy of the retail offer booklet will be available on ASX at www.asx.com.au on Tuesday, 3 August2021.
Offer timetable
Event 2 | Date in Australia |
Announcement of results of Institutional EntitlementOffer and Placement Suspension is lifted and trading resumes on an“ex-entitlement” basis | Wednesday, 28 July 2021 |
Record date for the Entitlement Offer (7:00pm Sydneytime) | Thursday, 29 July 2021 |
Retail Entitlement Offer opens and Retail EntitlementOffer Booklet dispatched | Tuesday, 3 August 2021 |
Settlement of New Shares issued under the InstitutionalEntitlement Offer and the Placement | Wednesday, 4 August 2021 |
Allotment and normal trading of New Shares issued underthe Institutional Entitlement Offer and the Placement | Thursday, 5 August 2021 |
Retail Entitlement Offer closes (5:00pm Sydneytime) | Wednesday, 25 August 2021 |
Announcement of results of Retail EntitlementOffer | Monday, 30 August 2021 |
Settlement of Retail Entitlement Offer | Tuesday, 31 August 2021 |
Allotment of New Shares issued under the RetailEntitlement Offer | Wednesday, 1 September 2021 |
Normal trading of New Shares issued under the RetailEntitlement Offer | Thursday, 2 September 2021 |
Commencement of trading and holding statementsdispatched for Retail Entitlement Offer |
All dates and times are indicative only and subject tochange.
Additional Information
Further details about the Acquisition, the EntitlementOffer and the Placement are set out in the ASX announcement andInvestor Presentation published to the ASX on Tuesday, 27 July 2021. The Investor Presentation contains important information includingkey risks, disclaimers and foreign selling restrictions with respectto the Acquisition, Entitlement Offer and Placement.
For further information, please contact:
Investors and analysts: James May Chief Financial Officer Jervois | Media: Nathan Ryan NWR Communications nathan.ryan@nwrcommunications.com.au |
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 ofclosing the contemplated acquisition of Freeport Cobalt the proposeduse of funds from the Placement and Entitlement Offer and the timingof commencement of trading on the ASX and TSXV. Such statementsrepresent Jervois’ current views with respect to future events andare necessarily 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. Among the risksand uncertainties that could cause actual results, performance orachievements to differ from those expressed or implied by suchforward-looking statements are: (1) the satisfaction or waiver of theconditions precedent to the consummation of the contemplatedacquisition, including the closing of US$200m of Jervois financing;(2) the occurrence of any event, change or other circumstance thatcould give rise to the termination of the definitive purchaseagreement; (3) unanticipated difficulties or expenditures relating to,of the failure to realize the benefits of, the contemplatedacquisition; (4) legal proceedings, judgments or settlements inconnection with the contemplated acquisition; (5) disruptions ofcurrent plans and operations caused by the announcement and pendencyof the contemplated acquisition; and (6) the response of employees,customers, suppliers, business partners and regulators to theannouncement of the contemplated acquisition. 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.
Not fordistribution or release in the United States
This announcement has been preparedfor publication in Australia and may not be distributed or released inthe United States. This announcement does not constitute an offer tosell, or a solicitation of an offer to buy, any securities in theUnited States or to any person who is acting for the account orbenefit of any person in the United States (to the extent such aperson is acting for the account or benefit of a person in the UnitedStates). The New Shares described in this announcement have not been,and will not be, registered under the U.S. Securities Act of 1933, asamended (the “ U.S. Securities Act ”) and may not be offered or sold,directly or indirectly, in the United States except in transactionsexempt from, or not subject to, the registration requirements of theU.S. Securities Act and any other applicable US state securitieslaws.
Completion is subject to customarycompletion conditions.
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 C$0.41 converted at C$0.927: A$1.
2 Note that securities acquired by Canadian residents willbe subject to a customary 4 months hold period pursuant to applicableCanadian provincial securities laws
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