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M2 Cobalt and Jervois Mining to merge to create industry leader

ID: 1546040
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Friendly at-market merger leading to enlarged company with greater scale, liquidity and diversification with significant re-rating potential

Jervois to enter North American capital markets via TSX Venture Exchange listing

M2 Cobalt provides an existing operational platform and presence in Uganda for opportunities related to restarts at the Kilembe Copper-Cobalt Mine (?Kilembe?) and Kasese Cobalt refinery

Significant exploration potential along strike of historic Kilembe mine in both directions on licenses controlled by M2 Cobalt; drill ready targets at the Bujagali prospects in central Uganda that will be immediately funded by a convertible loan from Jervois

M2 Cobalt Corp. (TSXV:MC) (?M2 Cobalt? - and Jervois Mining Limited (ASX: JRV) (?Jervois?) are pleased to announce that they have entered into a definitive agreement (the ?Arrangement Agreement?) pursuant to which the companies will merge in an at-market transaction (the ?Transaction?).

Transaction Highlights

M2 Cobalt?s existing team and deep experience in Uganda provides a strong platform to pursue opportunities at and around historic Kilembe Mine and Kasese Cobalt Refinery

Entry into Uganda to complement Jervois? East African ambitions

Complimentary management teams with combined skill set of exploration, development, financing and capital markets, construction, commissioning and operations

Uganda has continuation of geological trends from neighbouring Democratic Republic of Congo but with greater political and regulatory stability

Post-Transaction, the Board of Directors will consist of three nominees from Jervois and one from M2 Cobalt

Existing Jervois Chairman, Mr Peter Johnston, and Chief Executive Officer, Mr Bryce Crocker, will continue in their existing roles

Primary listing on the ASX and will seek to continue M2 Cobalt?s listing on the TSXV; will provide access to the Australian and North American mining capital markets

Jervois to provide M2 Cobalt with a US$3.0M bridge working capital facility

Under the Arrangement, each common share of M2 Cobalt will be exchanged for one (the ?Exchange Ratio?) common share of Jervois.

Jervois? current asset is the Nico Young cobalt-nickel deposit, located in New South Wales,

The company is in discussions with investment and off-take partners for Nico Young.

Jervois has also applied for a prospecting license over the Kabanga Nickel Project in Tanzania and considers this entry into Uganda to complement its East African regional ambitions.

Jervois owns a 4.54% interest in eCobalt Solutions, a TSX-listed primary cobalt developer in Idaho in the United States.

M2 Cobalt is an exploration stage company with 100% ownership of highly prospective properties in Uganda.

M2 Cobalt?s Kilembe-area properties are represented by five (5) exploration licenses covering 710kmto the Ugandan Government during the political instability of the 1970?s and the operation has since been closed.

M2 Cobalt also controls the Bujagali project, which consists of six (6) exploration licenses in south central Uganda covering 1,705kmy-one (141) soil samples contain between 100 and 1310 ppm Co (0.13% Co) and 236 soil samples contain between 100 and 547 ppm Cu[1].

Jervois has reviewed a significant number of investment opportunities in cobalt globally and is enthusiastic regarding the exploration potential of M2 Cobalt?s portfolio of tenements.

Transaction Summary

The proposed business combination will be effected by way of a Plan of Arrangement completed under the Business Corporations Act (British Columbia). n will have an interest rate of 15.0% per annum on drawn amounts, a commitment fee of 3.0% per annum on the undrawn balance and will be secured against the assets of M2 Cobalt and certain of its subsidiaries. The Loan is convertible into M2 Cobalt common shares, with the principal being convertible

The ASX has confirmed, in principle, that it will likely grant a waiver from Chapter Listing Rule 7.1 for the issue of Jervois shares under the Arrangement.

Following completion of the Transaction, the post-Transaction Board of Directors of Jervois will consist of three members from Jervois and one member from M2 Cobalt.

The Arrangement Agreement has been unanimously approved by the Board of Directors of both Jervois and M2 Cobalt.

The Directors and executive officers of M2 Cobalt along with certain shareholders, holding in the aggregate 34.6% of the outstanding M2 Cobalt shares, have each entered into customary voting and support agreements in favour of the Arrangement.

The Arrangement Agreement includes customary restrictive covenants including non-solicitation covenants on the part of M2 Cobalt and gives M2 Cobalt the right to accept a superior proposal in certain circumstances and terminate the Arrangement Agreement.

Further information regarding the Arrangement will be contained in a management information circular that M2 Cobalt will prepare, file and mail in due course to the M2 Cobalt shareholders in connection with the special meeting of the M2 Cobalt shareholders to be held to consider the Arrangement. nformation circular once available, as it will contain additional important information concerning the Arrangement. A copy of the Arrangement Agreement will be available for review under the profile for M2 Cobalt on SEDAR (

Advisors and Counsel

Cormark Securities Inc. is acting as exclusive financial advisor to Jervois with Ken Klassen and Dentons as legal counsel.

Canaccord Genuity Corp. is acting as financial advisor with Cassels Brock & Blackwell LLP as legal counsel to M2 Cobalt.

Qualifying Statements

Competent Person?s Statement

The information in this release that relates to development of the Nico-Young deposit is based on information compiled by David Selfe who is full time employee of the company and a Member of the Australasian Institute of Mining and Metallurgy. David Selfe has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ?Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves?.

Qualified Person?s Statement

The technical content of this news release, as it relates to M2 Cobalt, has been reviewed and approved by Dean Besserer, P.Geol., the technical advisor of the Company and qualified person as defined by National Instrument 43-101.

Certain information in this press release is being issued pursuant to National Instrument 62-103 ?The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed under M2 Cobalt?s profile on SEDAR ( containing additional information with respect to the foregoing matters.British Columbia, V6E 2K3.

About Jervois

Jervois Mining has been listed on the Australian Securities Exchange (ASX) under the ticker JRV for more than 50 years.

Jervois Mining is focused on moving its Nico Young Cobalt-Nickel Project into production with the company close to finalising a pre-feasibility study (PFS).

About M2 Cobalt

M2 Cobalt Corp. is focused on discovering and developing world-class cobalt assets (and related minerals) to help address the growing deficit in the supply of cobalt. M2 Cobalt has a large, highly prospective land package in the Republic of Uganda, East Africa bordering historic production and on the same mineral trends as some of the major mines in the neighbouring DRC where over 60% of world cobalt supply

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

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.often contain words such as "anticipate", "intend", "plan", "will", "would", "estimate", "expect", "believe", "target", "indicative", "preliminary", or "potential". satisfaction of other customary closing conditions, the advance of funds under the Loan, the secondary listing of Jervois common shares on the TSXV, the timing for the special meeting of M2 Cobalt shareholders, the timing for closing of the Transaction, and expectations regarding future exploration, licensing, development, growth and potential of Jervois? and M2 Cobalt''s operations, projects and investments, are forward looking statements.on provided by Jervois and M2 Cobalt; risks relating to exploration and potential development of Jervois? and M2 Cobalt?s projects; business and economic conditions in the mining industry generally; the supply and demand for labour and other project inputs; prices for commodities to be produced and changes in commodity prices; changes in interest and currency exchange rates; risks relating to inaccurate geological and engineering assumptions (including with respect to the tonnage, grade and recoverability of mineral resources); risks relating to unanticipated operational difficulties (including failure of plant, equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; 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? and M2 Cobalt?s filings with Canadian securities regulators on SEDAR in Canada (available at and with the Australian Securities Exchange in Australia (available at

On behalf of the Board of Directors of Jervois,

?Bryce Crocker?

Bryce Crocker, CEO and Director

On behalf of the Board of Directors of M2 Cobalt,

?Simon Clarke?

Simon Clarke, CEO and Director

[1] Refer to TSXV announcement 4 September 2018

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Date: 01/24/2019 - 08:18
Language: English
News-ID 1546040
Character count: 7538
Firma: Swiss Resource Capital AG
Ansprechpartner: Feedback to about Pressrelease-id:
Stadt: Herisau


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