ASX/TSX-V: JRV
HIGHLIGHTS
- Jervois closes merger with eCobalt (the "Arrangement") after
receiving both eCobalt and Jervois shareholder approvals and final
approval from the British Columbia Supreme Court
- In connection with the Arrangement, Mr. Michael Callahan, former CEO of eCobalt, and Mr.
Scott Hean, former Chairman of
eCobalt, appointed as Non-Executive Directors of Jervois
- Pro forma Jervois to be well capitalised on the back of
Jervois' over-subscribed financing of A$16.5
million
MELBOURNE, Australia, July
24, 2019 /CNW/ - Jervois Mining Limited (ASX: JRV)
(TSX-V:JRV) ("Jervois") is pleased to announce that it has
closed the previously announced plan of arrangement with eCobalt
Solutions Inc. (TSX: ECS) (OTCQX: ECSIF) (FRA: ECO) ("eCobalt")
under the Business Corporations Act (British Columbia). Pursuant to the terms
of the Arrangement, Jervois will acquire the issued and outstanding
common shares of eCobalt (other than the common shares of eCobalt
already owned by Jervois), and, in exchange, shareholders of
eCobalt will receive 1.65 ordinary shares of Jervois for each
eCobalt common share held.
The merger creates an industry leading cobalt investment vehicle
with significant nickel and copper exposure, strong development
stage assets with a global pipeline of attractive development
opportunities and exploration projects. The pro forma company
is well financed to advance and further de-risk its project
pipeline on the back of Jervois' recently announced successful
capital raise.
Under the Arrangement, upon completion eCobalt is entitled to
nominate two of its directors to join Jervois' Board of Directors.
Consequently, Michael Callahan and
Scott Hean will be appointed to the
Jervois Board as Non-Executive Directors.
Mr. Callahan is the previous Chief Executive Officer of eCobalt
and an Idaho native. Mr.
Callahan joined eCobalt in October
2018; prior to this, whilst an executive at Hecla Mining, he
established and led numerous sizeable operations in North America and internationally.
Mr. Hean was appointed to the Board of eCobalt in March 2014 and became Chairman in June 2017. Mr. Hean has more than 35 years
of experience in mining capital markets, including as CFO of
Quaterra Resources. Mr. Hean was previously a Senior Vice
President and Managing Director with the Bank of Montreal in Canada and served with JP Morgan in
New York.
Concurrently, Simon Clarke will
step down from the Jervois Board of Directors to become Executive
General Manager – Corporate Affairs of the Company.
Delisting of eCobalt Shares
In connection with the completion of the Arrangement, trading of
eCobalt's common shares and warrants on the TSX will be halted.
Subject to TSX approval, it is anticipated that such shares
and warrants will be delisted from the TSX effective as of the
close of market on 24 July 2019. An application has been made
to re-list the Jervois shares issued to former eCobalt Shareholders
on the TSX-V. In addition, eCobalt will begin the process of
applying to cease to be a reporting issuer in the relevant Canadian
jurisdictions.
OTCQX Listing
Jervois has applied for an OTCQX listing in the United States. The review process is
nearing finalisation and this listing is expected to be active
shortly.
Financial Advisors
Cormark Securities Inc. ("Cormark") acted as exclusive
financial advisor to Jervois. Dentons acted as legal counsel
to Jervois. Maxit Capital LP ("Maxit") and TD
Securities Inc. acted as financial advisors to eCobalt. Pilot
Law LLP acted as legal counsel to eCobalt.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements which
relate to future events or future performance and reflect
management's current expectations and assumptions. Such
forward-looking statements reflect management's current beliefs and
are based on assumptions made by and information currently
available to Jervois. Forward-looking statements often address our
expected future business and financial performance and financial
condition, and often contain words such as "anticipate", "intend",
"plan", "will", "would", "estimate", "expect", "believe", "target",
"indicative", "preliminary", or "potential". All statements, other
than statements of historical fact, included herein including,
without limitation, statements or information about the anticipated
benefits from the Arrangement and expectations regarding future
exploration, licensing, development, growth and potential of
Jervois' operations, projects and investments, and the completion
of the A$16.5 million financing are
forward looking statements. By their nature, forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or
achievements, or other future events, to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. These risk factors
include, among others: risks associated with the business of
Jervois and the integration of eCobalt's business within the
Jervois organization; risks relating to exploration and potential
development of Jervois' projects; business and economic conditions
in the mining industry generally; prices for commodities to be
produced and changes in commodity prices; changes in general
economic conditions or conditions in the financial markets; and
other risk factors as detailed from time to time and the additional
risks identified in Jervois' filings with Canadian securities
regulators on SEDAR in Canada
(available at www.sedar.com) and with the Australian Securities
Exchange in Australia (available
at www.asx.com.au). These forward-looking statements are made as of
the date hereof and, except as required under applicable securities
legislation, Jervois does not assume any obligation to update or
revise them to reflect new events or circumstances.
On behalf of the Board of Directors of Jervois,
"Bryce Crocker"
Bryce Crocker, CEO and
Director
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
View original
content:http://www.prnewswire.com/news-releases/jervois-closes-merger-with-ecobalt-300890061.html
SOURCE Jervois Mining Limited