Jervois Mining Limited (ASX:JRV) entered into non-binding letter of intent to acquire M2 Cobalt Corp. (TSXV:MC) on December 5, 2018. On January 19, 2019, Jervois submitted a revised proposal to acquire all of the shares of M2 Cobalt at an exchange ratio of one share of Jervois for each issued and outstanding share of M2 Cobalt for a deal value of CAD 16.6 million. Jervois Mining Limited (ASX:JRV) entered into a definitive agreement to acquire M2 Cobalt Corp. (TSXV:MC) on January 21, 2019. Under the terms of the agreement, each common share of M2 Cobalt will be exchanged for one common share of Jervois (Exchange ratio). Further, M2 Cobalt's stock options and warrants will be exchanged for replacement options and warrants under Jervois' stock option plan in accordance with the agreement. Upon completion of the transaction, pro forma ownership of the enlarged company will be 77.9% by the existing shareholders of Jervois, and 22.1% by M2 Cobalt's existing shareholders. Pursuant to the transaction, the companies will merge in an at-market transaction. Further, Jervois will provide M2 Cobalt with a $3 million (CAD 3.98 million) bridge working capital facility. The loan 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 at CAD 0.245 per share, and any accrued interest or expenses being convertible at the market price the M2 Cobalt shares at the time of conversion. Primary listing of Jervois will remain on the ASX and Jervois will seek to continue M2 Cobalt's listing on the TSXV. Further, Jervois will apply for a secondary listing on the TSX Venture Exchange. Further, the agreement gives M2 Cobalt the right to accept a superior proposal in certain circumstances and terminate the definitive agreement. Jervois has a five-business day right to match any superior proposal. M2 Cobalt will pay the termination fee of CAD 0.55 million to Jervois Mining and Jervois will pay the termination fee of CAD 0.55 million to M2 Cobalt from their immediately available funds.

Post-Transaction, the Board of Directors will consist of three nominees from Jervois and one from M2 Cobalt. Existing Jervois Chairman, Peter Johnston, and Chief Executive Officer, Bryce Crocker, will continue in their existing roles. Peter Johnston will take up the role of Non-Executive Chairman and Bryce Crocker will take up the positions of Chief Executive Officer and Executive Director. The transaction is subject to approval of at least 66.67% of the votes cast by M2 Cobalt shareholders, receipt of certain regulatory, court and stock exchange approvals, as well as Jervois being conditionally accepted for listing on the TSX Venture Exchange, and other closing conditions customary in transactions of this nature. The ASX has also advised that Jervois shareholder approval is not required for the transaction. The transaction has been unanimously approved by the Board of Directors of both Jervois and M2 Cobalt. The M2 Cobalt Board unanimously recommends that M2 Cobalt Shareholders vote for the M2 Cobalt Arrangement Resolution at shareholder meeting to be held on June 14, 2019. 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 agreement. As of June 14, 2019, the transaction has been unanimously approved by shareholders of M2 Cobalt. The transaction is expected to close in April 2019. As on May 21, 2019, Jervois and M2 Cobalt expect to close the transaction on or about June 18, 2019. As of June 14, 2019, the transaction is expected to close on or about June 19, 2019.

Cormark Securities Inc. acted as financial advisor and Ken Klassen and Kimberly Burns of Dentons Canada LLP acted as legal advisors to Jervois. Canaccord Genuity Corp. acted as financial advisor and Sam Cole of Cassels Brock & Blackwell LLP acted as legal advisors to M2 Cobalt. The Board of Directors of M2 Cobalt received a fairness opinion from Canaccord Genuity Corp. to the effect that the consideration payable under the agreement is fair, from a financial point of view, to the shareholders of M2 Cobalt. Computershare Investor Services Inc. acted as depositary for M2 Cobalt.