Mr. James May reports

JERVOIS CLOSES US$44.9 MILLION OF EQUITY OFFERING

On Friday, July 21, 2023, Jervois Global Ltd. announced to the Australian Securities Exchange completion of the retail component of its fully underwritten one-for-3.34 accelerated non-renounceable entitlement offer, which settled on Wednesday, July 26, 2023.

The final retail entitlement offer tranche was part of Jervois issuing new fully paid ordinary shares as announced to the ASX on Wednesday, June 28, 2023. Together with the institutional placement and institutional component of the entitlement offer, a total of 622,700,619 new shares at six Australian cents per share were issued, for aggregate gross proceeds of approximately $37.4-million (Australian) ($25-million (U.S.)) (1).

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

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

Concurrently with the retail entitlement offer, Jervois also announced to the ASX completion of the issuance of $19.9-million (U.S.) of unlisted convertible notes to Millstreet Credit Fund LP. The notes entitle the noteholder to be issued new shares. Tranche 1 of the offering of notes was part of Jervois issuing $25-million (U.S.) in notes to the noteholder as announced to the ASX on Wednesday, June 28, 2023.

The second tranche of the note offering comprising $5.1-million (U.S.) of notes will be issued subject to the approval of the company's ordinary shareholders at a general meeting to be held on Aug. 28, 2023. If shareholder approval is not received for the tranche 2 notes, those notes will not be issued.

Total establishment fees of 4.0 per cent of the total note offering proceeds will be paid to the noteholder.

Jervois insiders have contributed $1.0-million (Australian) to the offer.

Insider participants in the retail entitlement offer include:

• Peter Johnston, non-executive chairman ($150,000 (Australian), 2,469,595 new shares);
• David Issroff, non-executive director ($15,000 (Australian), 2,409,938 new shares);
• Brian Kennedy, non-executive director ($260,00 (Australian), 4,335,000 new shares);
• Bryce Crocker, executive director ($100,000 (Australian), 1,614,674 new shares);
• Michael Callahan, non-executive director ($30,000 (Australian), 498,256 new shares);
• Greg Young, executive general manager, commercial ($100,000 (Australian), 1,658,636 new shares);
• Ken Klassen, general counsel/executive general manager, legal ($220,000 (Australian), 3,736,921 new shares).

Other Jervois management contributed $60,000 (Australian) (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 Venture Exchange.

AustralianSuper Pty. Ltd. subscribed for 282,311,676 new shares (at an aggregate subscription price of approximately $17.0-million (Australian)) 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) as they are either a director or senior officer of the company, or they hold greater than 10 per cent of the company's outstanding shares, respectively. 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 per cent of the company's market capitalization for purposes of MI 61-101.

(1) Using Australian-dollar/U.S.-dollar rate of 0.67.

We seek Safe Harbor.