August 2, 2023 – TheNewswire – Australia - Jervois Global Limited (“Jervois” or the “Company”) (ASX:JRV) (TSXV:JRV) (OTC:JRVMF) on Friday, 21 July 2023, announced to the Australian Stock Exchange (“ASX”) completion of the retail component of its fully underwritten 1 for 3.34 accelerated non-renounceable entitlement offer (“Retail Entitlement Offer”) which settled on Wednesday, 26 July 2023.

The final Retail Entitlement Offer tranche was part of Jervois issuing new fully paid ordinary shares (the “New Shares”) as announced to the ASX on Wednesday, 28 June 2023.  Together with the institutional placement and institutional component of the entitlement offer (“Offer”), a total of 622,700,619 New Shares at A$0.06 per share (the “Offer Price”) were issued, for aggregate gross proceeds of approximately A$37.4 million (US$25 million1).

The net proceeds from the Offer will be used to strengthen Jervois’ balance sheet, improve liquidity and working capital flexibility, with cash also being applied to debt reduction.

Jefferies Australia Pty Ltd and Canaccord Genuity (Australia) Limited acted as joint lead managers and underwriters of the Offer.  Total investment banking fees will be 5.4% of total Offer proceeds.

Concurrently with the Retail Entitlement Offer, Jervois also announced to the ASX completion of the issuance of US$19.9 million of unlisted convertible notes (the “Notes”) to Millstreet Credit Fund LP (the “Noteholder”). The Notes entitle the Noteholder to be issued New Shares. Tranche 1 of the offering of Notes was part of Jervois issuing US$25 million Notes to the Noteholder as announced to the ASX on Wednesday, 28 June 2023 (the “Note Offering”).

The second tranche of the Note Offering comprising US$5.1 million of Notes will be issued subject to the approval of the Company's ordinary shareholders at a general meeting to be held on 28 August 2023 (“Shareholder Approval”). If Shareholder Approval is not received for the tranche 2 Notes, those Notes will not be issued.

Total establishment fees of 4.0% of the total Note Offering proceeds will be paid to the Noteholder.

Jervois insiders have contributed A$1.0 million to the Offer.

Insider participants in the Retail Entitlement Offer include:

• Peter Johnston, Non-Executive Chairman (A$0.15 million, 2,469,595 New Shares) 

• David Issroff, Non-Executive Director (A$0.15 million, 2,409,938 New Shares) 

• Brian Kennedy, Non-Executive Director (A$0.26 million, 4,335,000 New Shares) 

• Bryce Crocker, Executive Director (A$0.1 million, 1,614,674 New Shares) 

• Michael Callahan, Non-Executive Director (A$0.03 million, 498,256 New Shares) 

• Greg Young, EGM – Commercial (A$0.1 million, 1,658,636 New Shares) 

• Ken Klassen, General Counsel / EGM – Legal (A$0.22 million, 3,736,921 New Shares) 

Other Jervois management contributed A$0.06 million (1,086,542 New Shares).

No New Shares were issued to Canadian registered holders.  The Offer and the Note Offering remain subject to the final approval of the TSX-V.

AustralianSuper Pty Limited (“AustralianSuper”) has subscribed for 282,311,676 New Shares (at an aggregate subscription price of approximately A$17.0 million) into Jervois to support the Offer.  

Under Canadian securities laws, each of the insiders listed above (aside from other management), AustralianSuper and the Noteholder 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 for each insider being below 25% of the Company’s market capitalization for purposes of MI 61-101.  

On behalf of Jervois Global Limited

Alwyn Davey, Company Secretary

For further information, please contact:

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, TSX-V approval, payment of the investment banking fees and the establishment fee, obtaining Shareholder 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 0.67