Jervois Mining Limited entered into definitive agreement to acquire M2 Cobalt Corp. (TSXV:MC) for CAD 16.6 million.
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.