ASX/TSXV: JRV
Highlights
- Independent proxy advisory firms Institutional
Shareholder Services Inc. and Glass, Lewis & Co. have released
reports recommending eCobalt's merger with Jervois (the
"Merger")
- The Merger will create a premier cobalt investment vehicle
by combining two companies with strong development stage cobalt
assets, together with a global pipeline of attractive development
opportunities and exploration projects
- First Cobalt management continue to attempt to mislead with
false and self-serving claims about the Merger
- First Cobalt has limited financial resources and by
engaging expensive proxy solicitation and law firms to oppose
the Merger has chosen to put more pressure on themselves to
the detriment of their shareholders
MELBOURNE, Australia,
July 15, 2019 /CNW/ - Jervois Mining
Limited (ASX: JRV) (TSXV: JRV) ("Jervois" or the
"Company") is pleased to announce that the two leading
independent proxy advisory firms that provide voting
recommendations to institutional investors have recommended that
eCobalt Solutions Inc. (TSX: ECS) ("eCobalt") shareholders
vote FOR the proposed Merger between Jervois and eCobalt
(the "Merger").
Institutional Shareholder Services Inc. ("ISS") and
Glass, Lewis & Co. ("Glass Lewis"), have released
reports recommending the Merger, to be effected by Jervois
acquiring all of the issued and outstanding common shares of
eCobalt by way of a statutory plan of arrangement under the
Business Corporations Act (British
Columbia).
ISS concluded, eCobalt shareholders should "vote FOR this
transaction as the company is in much need of financing" and
eCobalt shareholders will continue "to participate in any value
increase associated with eCobalt's projects, through their
ownership of Jervois shares…."
Glass Lewis concluded the Merger "is in the long-term interests
of [eCobalt] and [its] shareholders. Accordingly, we
recommend that (eCobalt) shareholders vote FOR [the Merger]."
eCobalt's aggressive but unsuccessful efforts to obtain additional
funding to continue to advance the Idaho Cobalt Project (the
"ICP") study in light of recent cobalt metal price weakness
and "the equity premium, as well as the continued participation in
any value increases associated with eCobalt's projects given the
meaningful stake in the combined entity," were among Glass Lewis'
considerations.
eCobalt shareholders will vote on the Merger at a meeting on
19 July 2019 at 10.00 (CPST) in
Vancouver, Canada. Jervois
has called a meeting of its shareholders to vote on the Merger,
which will be held on 18 July 2019 at
11.00 (AEST) on Level 18, 101 Collins Street, Melbourne, Victoria,
Australia.
Prior to announcing the Merger, it was unanimously approved by
the Board of Directors of Jervois and eCobalt.
First Cobalt Corp.'s Further Self-Serving and Misleading
Opposition to the Merger
First Cobalt Corp. (TSXV: FCC) ("FCC") issued a second
self-serving press release making false and dishonest claims about
the eCobalt Merger. It is unfortunate that FCC continues to
attempt to mislead by serving its own agenda that is not aligned
with all eCobalt shareholders. Not only has the Board of
Directors of eCobalt unanimously voted to approve the Merger, but
both ISS and Glass Lewis have also unequivocally recommended
eCobalt shareholders vote FOR the Merger.
The Merger creates a premier cobalt investment vehicle by
combining two companies with strong development stage cobalt
assets, a global project pipeline of attractive development and
exploration projects focused on cobalt, nickel and copper, and
importantly, the financial strength to advance all of these
opportunities. The combined company will be run by seasoned
executives and a Board of Directors with extensive careers and
proven track records successfully building and operating world
class mines. With a primary focus to aggressively advance the
ICP and bring it into production, the newly merged company
will become the leader in the cobalt industry.
Jervois is committed to advancing ICP and is able to fund it, as
evidenced by the Company's oversubscribed financing of A$16.5 million, which was completed at a
premium to its trading price.
Pursuant to the arrangement agreement, Jervois has committed to
spend C$10 million on further
advancing ICP within 18 months of completing the Merger but will
spend far more than this as it proceeds with the finalization of
mine and site construction. As outlined in Jervois'
fundraising presentation, the ICP is Jervois' primary focus and
priority, and the purpose of the recent capital raising was to
ensure sufficient working capital to advance the ICP up to a final
construction decision.
FCC has falsely alleged that approval for the Merger is required
from the Committee on Foreign Investment in the United States ("CFIUS"). Two leading
US law firms have advised there is no legal requirement for Jervois
to seek CFIUS approval. Among other things, neither Jervois
nor any of its significant shareholders is from a country of
concern under CFIUS.
Jervois believes FCC has made its false and misleading claims
solely to advance its own self-serving agenda. Jervois is
fully committed to the development of the ICP and to create value
for the benefit of ALL shareholders.
Jervois queries whether FCC's shareholders are supportive of
FCC's management spending its time and very limited cash engaging
expensive proxy solicitation and law firms to oppose the eCobalt
Merger, instead of securing the additional funding FCC has stated
it requires over the next 12 months.
eCobalt has reaffirmed that the Merger is in the best interests
of eCobalt shareholders and that its shareholders should vote
FOR the Merger at the upcoming 19
July 2019 eCobalt shareholder meeting and addressed FCC's
false and misleading opposition to the Merger. eCobalt's
response can be accessed on its website at www.ecobalt.com.
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 and publicly available
information. 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
integration of the business of eCobalt into the Jervois
organization, the anticipated benefits from the merger with
eCobalt, expectations of daily production from the ICP and the cost
of building dedicated refining facilities for ICP ore, expectations
regarding future exploration, licensing, development, growth and
potential of New Jervois' operations, projects and investments,
statements pertaining to mineral resource estimates, Jervois'
ongoing, financing, off-take and partnering process in respect of
the Nico Young nickel-cobalt project, future opportunities
associated with or in relation to projects in Africa, Jervois' expectations with respect to
commodity prices, and information relating to the future allocation
of capital resources 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 eCobalt; risks related
to the integration of eCobalt into the Jervois organization
following completion of the merger; risks related to reliance on
technical information provided by Jervois and eCobalt; risks
relating to exploration and potential development of Jervois' and
eCobalt'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 eCobalt's 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.
Neither 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.
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content:http://www.prnewswire.com/news-releases/leading-independent-proxy-advisory-firms-recommend-ecobalt-merger-response-to-first-cobalts-further-self-serving-and-misleading-opposition-300884557.html
SOURCE Jervois Mining Limited