Jervois Closes A$231 Million Equity Offering

43 1 Jervois Closes A$231 Million Equity Offering

(TheNewswire)


Jervois Global Limited


December 7, 2022 – TheNewswire – Australia –


Jervois Global Limited (“


Jervois


” or the



Company


”) (ASX:JRV) (TSXV:JRV) (OTC:JRVMF) on Friday, 2 December
2022, announced to the Australian Stock Exchange (“


ASX


”)


completion of the retail component of its fully underwritten
1 for 5.42 accelerated non-renounceable entitlement offer
(“


Retail Entitlement
Offer


”).


The final Retail Entitlement Offer tranche was part of
Jervois issuing new fully paid ordinary shares (“


New Shares


”), as
announced to the ASX on Thursday, 10 November 2022.  Together with
the institutional placement and institutional component of the
entitlement offer (“


Offer


”), a total of 549,598,088 New Shares
at A$0.42 per share (the “


Offer Price


”) were issued, for aggregate
gross proceeds of approximately A$231 million (US$150
million




1




).


The Retail Entitlement Offer closed at 5:00pm (Sydney
time) on Wednesday, 30 November 2022 and raised a total of A$54
million.  New Shares that were not taken up under the Retail
Entitlement Offer were allotted to sub-underwriters of the Retail
Entitlement Offer.


Proceeds from the Offer are expected to be used to
fully fund the restart of São Miguel Paulista refinery, Idaho Cobalt
Operations ramp up and mine sustaining capital expenditure, and for
general corporate purposes including the Jervois Finland refinery
expansion Bankable Feasibility Study (“


BFS


”).


Jervois insiders and principals have contributed A$2.04
million to the Offer.


Insider participants include:


  • Peter Johnston, Non-Executive Chairman (A$0.33 million,
    779,657 New Shares)


  • David Issroff, Non-Executive Director (A$0.33 million,
    776,466 New Shares)


  • Brian Kennedy, Non-Executive Director (A$0.70 million,
    1,660,330 New Shares)


  • James May, Chief Financial Officer / EGM – Finance
    (A$0.07 million, 166,667 New Shares)


  • Ken Klassen, General Counsel / EGM – Legal (A$0.34
    million, 810,042 New Shares)


Other Jervois management contributed A$0.27 million
(636,309 New Shares).


No New Shares were issued to Canadian registered
holders.


The Offer remains subject to the
final approval of the TSX-V.


AustralianSuper Pty Limited (“


AustralianSuper


”)
has subscribed for 40,658,710 New Shares (at an aggregate subscription
price of approximately A$17.0 million) in its role as sub-underwriter
to the Retail Entitlement Offer.  This is in addition to the
approximate A$38.1 million invested by AustralianSuper in the


institutional placement and institutional
component of the Offer


tranches.  Overall
AustralianSuper invested an additional A$55.1 million into Jervois to
support the Offer.


Under Canadian securities laws, each of the insiders
listed above (aside from other management) and AustralianSuper is a
“related party” of the Company within the meaning of that term
defined in Multilateral Instrument 61-101 –


Protection of Minority Shareholders in
Special Transactions


(“


MI 61-101


”) as they
are either a Director or senior officer of the Company, or they hold
greater than 10% of the Company’s outstanding shares, respectively
(“


Related Party
Participation


”).  The Related Party
Participation in the Offer constitutes a “related party
transaction” within the meaning of MI 61-101.  Pursuant to Sections
5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from
obtaining a formal valuation and minority approval of the Company’s
shareholders in respect of the Related Party Participation due to the
fair 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 closing
of the Offer.  However, the material change report will be filed less
than 21 days prior to the closing of the Offer, which is customary in
Canada.


UBS Securities Australia Limited and Canaccord Genuity
(Australia) Limited acted as joint lead managers and underwriters of
the Offer.  Total investment banking fees will be 3.2% of total Offer
proceeds.


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


[email protected]


Media:


Nathan Ryan


NWR Communications


[email protected]


Mob: +61 420 582 887


Forward-Looking
Statements


This news release may contain
certain “Forward-Looking Statements” within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and
applicable 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 expressions
identify forward-looking statements or information. These
forward-looking statements or information may relate to the use of
proceeds; restart of SMP, the ICO ramp up and sustaining mining
capital expenditure, and the Jervois Finland BFS, filing of a material
change report, TSX-V approval, and certain other factors or
information. Such statements represent Jervois’ current views with
respect to future events and are necessarily based upon a number of
assumptions and estimates that, while considered reasonable by
Jervois, are inherently subject to significant business, economic,
competitive, political and social risks, contingencies and
uncertainties. Many factors, both known and unknown, could cause
results, performance or achievements to be materially different from
the results, performance or achievements that are or may be expressed
or implied by such forward-looking statements. Jervois does not
intend, and does not assume any obligation, to update these
forward-looking statements or information to reflect changes in
assumptions or changes in circumstances or any other events affections
such statements and information other than as required by applicable
laws, rules and regulations.


Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.



1



Using AUD/USD of
0.65

Copyright (c) 2022 TheNewswire – All rights reserved.

Featured image: Megapixl © Oriontrail

Disclaimer