28 January 2021 - Jervois Mining Ltd.
("Jervois" or the "Company") ACN: 007 626 575 ASX (TSXV:JRV) (OTCQB:JRVMF)
- Jervois’ A$45.0 million equity placement completed
-Jervois is using proceeds for its Idaho Cobalt Operations (“ICO”), United States, long lead item orders, detailed engineering and ongoing site costs; and activities relating to its announced agreement to acquire Miguel Paulista (“SMP”) nickel-cobalt refinery, São Paulo, Brazil
- Jervois paid the non-refundable deposit of R$15 million (or A$3.9 million) which applies on closing as the first tranche of the R$125 million cash consideration for acquisition of SMP refinery
- Jervois appointed M3 Engineering for detailed design and early site works at ICO; Metso Outotec SAG mill ordered
- At SMP Refinery, decision taken to integrate Pressure Oxidation (“POX”) leach circuit
- Jervois appointed additional key management as it drives development of ICO and SMP:
-- Greg Young appointed Executive General Manager (“EGM”) – Commercial
-- Wayde Yeoman and Klaus Wollhaf both appointed to Group Manager – Commercial, working with Greg Young
-- James May appointed Chief Financial Officer / EGM Finance
-- Craig Morrison appointed as Group Financial Controller
-- Valdecir Botassini appointed as SMP Project Director
- Jervois became a founding member of the Zero Emission Transportation Association (“ZETA”) in the US
- ZETA is advocating for 100% electric vehicle sales in the US by 2030, with cobalt an important component in EV batteries
- Jervois ends December 2020 quarter with A$42.3 million cash
Jervois ended the December 2020 quarter with A$42.3 million in cash and at year end had a loan from the US government outstanding for A$0.1 million relating to Covid-19 stimulus payroll protection, for which forgiveness requirements have already been met. Cash during the period increased significantly due to announcement of an A$45.0 million equity raise on 20 October 2020 and completion during the quarter on receipt of required shareholder approvals.
During the quarter, Jervois paid the non-refundable deposit of R$15 million (A$3.9 million) which will apply as the first cash tranche on closing of the announced acquisition of the São Miguel Paulista refinery ("SMP Refinery") in São Paulo, Brazil. R$125 million in cash will be payable on closing and following to Companhia Brasileira de Alumínio ("CBA"), a 100%-owned subsidiary of Votorantim SA, in tranches based on satisfaction of certain condition precedents, expiration or waiver of termination rights held by Jervois, and achievement of production thresholds associated with a restart of the SMP Refinery, with an outside date of June 2023.
Expenditure on exploration and development for the quarter was A$0.5 million in Uganda. Activities at Idaho Cobalt Operations ("ICO") are now classified as Assets Under Construction and incurred expenditure of A$1.0 million in the quarter.
On 20 October, Jervois announced it had successfully closed a A$45.0 million equity raising, prior to issuance costs (the "Placement"). 147,540,985 new ordinary shares were issued in the Placement at a price of A$0.305 per share.
The Placement first tranche, totalling A$39.2 million (less costs), was received by Jervois as announced on 28 October 2020.
Tranche 2 of the Placement, which was subject to shareholder approval, totalled a further A$5.8 million (less costs). This issuance was approved by shareholders at the Company's Annual General Meeting ("AGM") and included Jervois Directors and Senior Management who subscribed for 5,737,705 new ordinary shares, investing A$1.75 million alongside institutions. This figure was incremental to the A$2.75 million cash invested by Company principals in July 2019, alongside institutional investors in that 2019 equity raise.
Jervois participants in the Placement included:
--Peter Johnston, Non-Executive Chairman (A$0.2 million, 655,738 shares)
--Brian Kennedy, Non-Executive Director (A$0.5 million, 1,639,344 shares)
--Ken Klassen, General Counsel / EGM - Legal (A$0.3 million, 983,607 shares); and
--Greg Young, EGM - Commercial (A$0.75 million, 2,459,016 shares).
Shareholders voted in favour at the AGM on 30 November. Tranche 2 funds were received on 2 December 2020.
Jervois is using proceeds from the Placement for ICO long lead item orders, detailed engineering and ongoing site costs; and activities relating to the recently announced agreement to acquire the SMP refinery, including the purchase deposit, lease payments from March 2021 and restart feasibility study costs.
During the quarter, Jervois made key executive appointments as it drives development and construction at ICO in the United States ("US") and the restart of SMP nickel-cobalt refinery in São Paulo, Brazil.
As reported last quarter, in October, Jervois announced the appointment of one of the world's foremost traders of nickel and cobalt products, Greg Young as EGM - Commercial.
Mr. Young has extensive knowledge of nickel and cobalt including their materials flow, market indices and pricing strategies. Mr. Young gained this experience during his 25-year tenure at Glencore, which culminated in his appointment as Co-Head of Glencore US, a position he held for over 10 years. Mr. Young ran Glencore's Stamford office in Connecticut, which housed approximately 50 metals traders and other employees.
Strengthening the commercial function ahead of the planned restart at the SMP refinery, during the quarter Jervois appointed both Wayde Yeoman and Klaus Wollhaf as Group Manager(s) - Commercial, who report to Mr. Young.
Mr. Yeoman has more than 30 years of experience in the global cobalt industry, including Director of Cobalt Sourcing and Marketing at OM Group, Inc. ("OMG"), which at the time owned and operated the largest cobalt refinery in the world, Kokkola in Finland. Mr. Yeoman was a member of the OMG Cobalt Management team and was also a member of the LME Cobalt Committee and company representative at the Cobalt Institute. Mr. Yeoman also worked for global cobalt merchants Metal Resources Group and Darton Commodities, where he had responsibility for sales of cobalt metal to major consumers in the United States, and also worked in production, purchasing and sales roles at The Shepherd Chemical Company, one of the largest consumers of cobalt in the United States.
Klaus Wollhaf joins Jervois with more than 30 years of experience in the global mining industry. Mr. Wollhaf was President of Xstrata Nickel International S.A. responsible for all raw material acquisitions and sales for Xstrata Nickel (now part of Glencore plc) globally encompassing nickel, cobalt, copper and PGM intermediates. He has extensive experience trading nickel and cobalt intermediate products globally including concentrates, mattes and mixed metal hydroxides and sulphides. Prior to his commercial roles with Xstrata, Mr. Wollhaf managed ferrochrome smelting operations for Anglovaal Minerals and Assmang in South Africa and smelting and refining operations of copper and zinc for Falconbridge (now part of Glencore) in Canada.
Mr. Wollhaf and Mr. Yeoman's appointments completed Jervois's expansion of its commercial team to optimise SMP's restart with third party volumes.
Jervois announced the appointment of James May as Chief Financial Officer / EGM - Finance in November. Mr. May joins Jervois from 1 March 2021 with more than 20 years of experience in the global resources industry, after beginning his career with Deloitte in London within its energy and resources division, before joining Rio Tinto in 2006.
Across his 15 years of leadership roles at Rio Tinto, Mr. May spent time in a variety of global positions of increasing seniority, culminating in the role of Interim Vice President - Sales and Marketing, for the Energy and Minerals sales portfolio, based in Singapore. Mr. May was also previously the CFO of Energy Resources of Australia Ltd., an ASX listed uranium miner, majority owned by Rio Tinto.
Mr. May will be supported by new Group Controller, Craig Morrison, who was Group Financial Controller for an Australian agriculture business with revenues approaching A$200 million, and Group Financial Reporting Manager for a NASDAQ-listed LNG midstream infrastructure company with a market capitalization of approximately US$1 billion.
From 1 March 2021, Jess Birtcher will relinquish his position as Acting CFO and pass these responsibilities to Mr. May, which will allow Mr. Birtcher to focus on his ICO Finance Manager role ahead of a restart of construction activities on site in Salmon, Idaho, in Q2 2021.
To support the restart of the SMP Refinery, Valdecir Botassini has been appointed as Project Director to manage the feasibility study for the restart. Mr. Botassini joins with the experience of a 35-year career at Votorantim Group where he led both its nickel and zinc divisions; he also served as Chief Operating Officer of Votorantim's mines and smelters across Brazil and Peru. Mr. Botassini's experience spanned operational, technical and commercial roles, including 20 years at SMP Refinery finishing as General Operations Manager, the lead executive position at site.
Insider Compensation Reporting
A$0.04 million in the quarter were paid to Non-Executive Directors. A$0.22 million was paid to the CEO (Executive Director) during the quarter, which included a payment relating to his 2020 short term incentive plan ("STIP").
As a consequence of grandfathering arrangements acquired during the M2 Cobalt merger, during the quarter A$0.08 million was paid to related parties outside their salaried Jervois roles for Ugandan exploration management services (Ms Jennifer Hinton and Mr Thomas Lamb, Ugandan Country Head and Ugandan Operations Manager respectively). The scope of this support included local administration and in-country management, accounting, payroll and treasury services, logistical support and exploration staffing as set out in Item 6 of the Appendix 5B Quarterly Cashflow report.
United States ("US") Government Discussions
ICO will be the only cobalt mine in the US upon forecast commissioning in 2022, with cobalt identified by the government as a strategic mineral of critical importance. Cobalt is on a list of critical minerals developed by the Department of the Interior in coordination with other US executive branch agencies pursuant to Executive Order 13817, "A Federal Strategy to Ensure Secure and Reliable Supplies of Critical Minerals" (82 FR 60835) with the final list being published in May 2018 (83 FR 23295).
During the quarter, Jervois CEO Bryce Crocker participated in an interview with leading US-based media outlet POLITICO as part of a Global Translation podcast series focused on cobalt, China's strategy to secure raw materials and accelerating efforts within the US to secure critical mineral supply chains.
Mr. Crocker was invited to participate in the three-part podcast alongside US Senator Lisa Murkowski (R-AK), Canadian Ambassador to the United States Kirsten Hillman, Assistant Secretary Department of the Interior Timothy Petty and European Union Vice President Maroš Šef?ovi?, among others.
The podcast titled "Why Green Energy Means Mining: The Case of Cobalt" is available at: https://jervoismining.com.au/investors/media/
Jervois remains actively engaged with the US Government including President Biden's Administration which has identified electrification of transportation, climate change and domestic 'Made in America' economic recovery as key policy platforms. The geopolitical and economic importance of constructing ICO as the US' only cobalt mine, Jervois believes is significant to the US and, as evidenced by, the strong bipartisan support ICO attracts in both Idaho and Washington DC.
Following the recently announced agreement to acquire the SMP nickel-cobalt refinery in São Paulo, Mr. Crocker was based in Brazil for an extended period and is engaged with Brazilian political leadership, and US and Australian Government representatives, regarding the important role the SMP refinery will play in securing critical mineral supply chains.
Jervois joins ZETA
In December, Jervois announced it had become a founding member of the Zero Emission Transportation Association ("ZETA"), in the US. ZETA is advocating for 100% electric vehicles ("EV") sales in the US through all categories of vehicles by 2030. Other founding members include Tesla, Uber, Duke Energy, Rivian, ChargePoint, Lordstown Motor Company and Albemarle.
Jervois elected to participate given the important role of its 100%-owned ICO to support the transition of the US to EV's. Cobalt is a key component in lithium-ion battery chemistries. Secure, ethical sources of supply are important characteristics for the procurement chains of battery manufacturers and their customers in the auto industry.
Project Financing Update
Discussions with lenders continue, supported by increasingly robust sentiment pertaining to battery raw materials for EV's, including a rising cobalt price. Discussions are centering around structuring alternatives for the lenders' security package, which now may include the SMP Refinery. An integrated financial model is being updated for lenders following Elemental Engineering's work on the SMP Refinery (refer to Project Update section below). Discussions with lenders also include their due diligence requirements of the SMP Refinery, should this form part of the lenders' security package.
As noted above, US Government engagement continues with the new Administration led by President Biden and Vice President Harris.
Customer and supply arrangements also continue to be advanced by Jervois' commercial team which was hired in Q4 2020.
Jervois is currently participating in the TD Securities Mining Conference, which is running from 27-29 January 2021. Jervois Chief Executive Officer Bryce Crocker will also present and meet institutional investors on a 1-1 basis at BMO's 30th Annual Global Metals and Mining Conference, to be held from 1-5 March 2021. Both conferences are virtual.
Change of Year End
Jervois' Board has resolved to change the Company's financial year end from 30 June to 31 December in order to align the Australian reporting dates with its overseas operations. This change in financial year was made in accordance with Section 323D(2A) of the Corporations Act 2001 (Cth). The Board confirms that:
The Company's previous financial year ended on 30 June 2020;
The Company will have a six-month transitional financial year, from 1 July 2020 to 31 December 2020; and
Thereafter, the Company will revert to a 12-month financial year, from 1 January 2021 and ending on 31 December.
The change in financial year requires the Company to, in respect of the transitional financial year:
Lodge a quarterly report (Appendix 5B) with ASX by 31 January 2021;
Lodge audited financial statements with ASX by 31 March 2021;
Lodge an annual report with ASX by 30 April 2021; and
Hold an Annual General Meeting ("AGM") by 31 May 2021.
Jervois will advise the market in the ordinary course when the date of this upcoming AGM is determined.
Results of the 2020 AGM
At its 2020 AGM held on 30 November, all resolutions put to the meeting passed by poll of shareholders present in-person and by proxy. The reesolutions were as follows:
1.Adoption of the Remuneration Report
2.Re-election of a Director - Mr Brian Kennedy
3.Re-election of a Director - Mr Peter Johnston
4.Re-election of a Director - Mr Michael Callahan
5.Additional Placement Capacity (Special)
6.Approval of Stock Option Plan
7.Approval to issue Options to Brian Kennedy
8.Approval to issue Options to Michael Callahan
9.Approval to issue Options to Peter Johnston
10.Appointment of Auditor
11.Ratification of prior issue of shares
12.Approval of participation in the capital raising
13.Approval of the issue of capital raising share.
Idaho Cobalt Operations or ICO, United States
In November, Jervois announced it had appointed M3 Engineering ("M3") as lead engineer for the detailed design and site early works for ICO.
M3 is headquartered in Tucson, Arizona and was selected as the preferred engineering contractor due to its recent completion of the Australian JORC Code 2012 Edition ("JORC") BFS and Canadian National Instrument 43-101 ("NI 43-101") Feasibility Study ("FS") on ICO, announced on 29 September 2020. M3 also has extensive construction experience and project delivery in the US, specifically relating to local conditions in Idaho and regional contractor capabilities.
The detailed design will cover all packages of work to allow orders to be placed on long lead items so construction can restart and site early works in May 2021 can commence, after snow melts allowing safe site access for construction. All long lead items are currently being packaged for market enquiry, with contractors currently at site assessing early work package execution plans. After careful review and discussions with third party suppliers of nickel and cobalt products into the SMP Refinery in Brazil, Jervois has decided to revert to split concentrate at ICO to maximise an ability to leverage refinery restart economics and envisaged copper removal capacity. This will lead to a US$4.9 million rise in overall project capital at site in Idaho, but with a reduction of capital in Brazil for copper removal otherwise required for ICO concentrate. ICO remains scheduled to be commissioned in July 2022.
In January 2021 Jervois appointed Metso Outotec to undertake engineering and fabrication of a SAG mill for ICO. The contract is for the design, fabrication and delivery of a 4.7-metre diameter and 2.5m-long 750kW SAG (semi-autogenous grinding) mill. The mill design will comfortably accommodate the nameplate 1,200 short tons of ore per day ("stpd") Jervois applied in its recent ICO FS. (refer to Jervois' ASX announcement on 29 September 2020).
São Miguel Paulista Nickel and Cobalt Refinery, São Paulo, Brazil
In December, Jervois paid the non-refundable deposit of R$15 million (A$3.9 million) which on Closing (as defined below) will apply as the first tranche of the purchase price payable for the SMP Refinery in São Paulo, Brazil.
Following this payment Jervois and CBA have entered into an initial lease arrangement ("Refinery Lease") providing Jervois access to undertake a FS for the restart. Subject to Jervois' Early Termination Right up to September 2021, the term of the lease will continue until closing of Jervois' acquisition of SMP Refinery ("Closing") which is subject to the satisfaction of usual condition precedents and is expected to occur by December 2021.
As part of the purchase arrangements and as contained in the Refinery Lease, Jervois will pay for the SMP Refinery care and maintenance (including environmental remediation) of the site from March 2021, via the cash payment of a monthly lease cost of R$1.5 million. Up until Closing, CBA will continue to manage the site. After Closing, 100% ownership and operating control will transfer to Jervois as it moves forward to restart the facility.
On Closing, the deposit paid in December 2020 will be applied as the first tranche of R$15 million to the R$125 million cash purchase price for the SMP Refinery. The timing for the payment of the balance of the purchase price is conditional upon permitting, restart FS outcomes and future production thresholds, with an outside date of June 2023.
In parallel with engineering work underway on ICO, Jervois announced the appointment of Australian-based consultancy Elemental to complete modelling of feed integration of hydroxides, carbonates, oxides and sulphide concentrates for the SMP Refinery in Brazil.
Scope included detailed mass and energy balance calculations, reagent consumption, steam and water balances, sysCAD models and flowsheets including impurity removal and recirculating load assessment, together with impact on utility demands including electricity, steam and water. The work was finalized in January, with FS scope in final stages of review prior to award.
Elemental was awarded the scope of work after strong bids from international engineering firms with expertise in nickel and cobalt refining. Elemental completed similar work for Glencore's Murrin Murrin facility in Western Australia and undertook Nico Young flowsheet modelling for Jervois in New South Wales, Australia, prior to public release of the NI 43-101 Preliminary Economic Assessment in May 2019.
As a result of Elemental's work, Jervois has determined it shall integrate a POX leach circuit at the SMP Refinery. The inclusion of the POX autoclave offers a number of advantages compared to roasting concentrates, namely high metal recovery, low overall operating costs, enhanced ESG metrics due to lower emissions and energy usage, improved refined product purity and compact installation footprint on site. Preliminary POX sighter test work at SGS Perth Western Australia in conjunction with Elemental's work returned satisfactory results.
As noted earlier, Jervois will now revert to delivering a cobalt concentrate (containing gold) to the SMP Refinery. The removal of copper from the concentrate in the US will allow Jervois' commercial team to maxmise refinery copper capacity in Brazil from third party suppliers. Gold, copper and impurity removal bottlenecks are being assessed by Elemental and will form part of the FS scope. Introducing the POX circuit at the SMP Refinery will replace the roaster at Blackfoot, Idaho, as no concentrate calcination will be necessary for feeding into an autoclave.
Commercially, negotiations with cobalt hydroxide, MHP and sulphide concentrate suppliers continue, as do talks with end customers of refined product. In addition to the established "Tocantins" metal brands of SMP, Jervois will also be carefully assessing the ability of the facility to produce refined chemical sulphates, both nickel and cobalt.
Nico Young Nickel-Cobalt Project, New South Wales, Australia
The Company completed the Nico Young NI 43-101 Preliminary Economic Assessment ("PEA") in May 2019 which envisaged heap leaching and refining through an integrated processing facility to produce battery grade nickel sulphate and cobalt in refined sulphide. Assessments on producing a mixed hydroxide product ("MHP") (a feedstock suitable for the SMP Refinery) were also assessed and costed to the equivalent level of engineering.
Jervois' announced agreement to acquire the SMP Refinery enables a revised development plan at Nico Young to MHP, suitable for processing based on the existing SMP flowsheet. This is estimated to result in capital savings of approximately A$200 million from the prior Nico Young NI 43-101 PEA investment requirements.
The Company is continuing discussions which envisage partial off-take in exchange for funding to complete a BFS. At that time, Jervois will reassess its level of equity ownership and uncommitted offtake of Nico Young to determine a suitable ownership structure and marketing strategy to secure the required project financing to move into construction.
Ugandan Exploration Properties
Jervois completed its planned drill programme at its Kilembe area properties in central and western Uganda, and following receipt of assays from Q4 2020 exploration, announced the results on 27 January 2021.
Drilling at the Kilembe Area Properties targeted surficial Au-Cu mineralization detected through earlier geochemical programmes. In total, 1,905 metres of diamond drilling was completed in 17 holes drilled at the Kilembe Area Properties in 2019 and 10 holes in 2020, totaling 1,409m.
Result highlights included:
Including 1.05m @ 6.4 g/t Au; from 77.45m
Including 1.0m @ 2.9 g/t Au; from 41.0m
All exploration activities in Uganda have been suspended due to a combination of ongoing Covid-19 risks, political and regulatory developments in-country and results to date outside the above Kilembe Area Properties which do not meet mineralization model expectations for copper-cobalt ore deposits. Jervois is initiating a partnering process for its Ugandan exploration portfolio and the current book value (A$20.5 million) will be subject to careful impairment review as part of the December 2020 annual account preparation.
Kabanga Nickel-Cobalt Deposit Application, Tanzania
Jervois has been unsuccessful in obtaining tenure for the Kabanga Nickel-Cobalt deposit.
Non Core Assets
Jervois' non-core assets are summarized on the Company's website. Sale negotiations to rationalize the Company's portfolio continues.
ASX WAIVER INFORMATION
On 6 June 2019, the ASX granted a waiver to Jervois in respect of extending the period to 8 November 2023 in which it may issue new Jervois shares to the eCobalt option holders as part of the eCobalt transaction.
As at 31 December 2020, the following Jervois shares were issued in the quarter on exercise of eCobalt options and the following eCobalt options remain outstanding:
Jervois shares issued in the |Nil| |quarter on exercise of eCobalt| | |options: | |
---- |eCobalt options remaining outstanding: | |--| | 2,714,250* |eCobalt options exercisable until 6September 2021 at C$0.36* each | | 3,654,750* |eCobalt options exercisable until 28 June2022 at C$0.71* each | | 288,750* |eCobalt options exercisable until 5 October2022 at C$0.70* each | | 231,000* |eCobalt options exercisable until 11 January2023 at C$1.16* each | | 165,000* |eCobalt options exercisable until 12 March2023 at C$0.85* each | | 206,250* |eCobalt options exercisable until 6 April2023 at C$0.84* each | | 4,191,000* |eCobalt options exercisable until 28 June2023 at C$0.61* each | | 123,750* |eCobalt options exercisable until 24September 2023 at C$0.50* each| | 1,980,000* |eCobalt options exercisable until 1 October2023 at C$0.53* each | |-----| |13,554,750* |
By Order of the Board
Chief Executive Officer
For further information, please contact:
|Investors and analysts: |Media: | |Bryce Crocker |Nathan Ryan | |Chief Executive Officer |NWR Communications | |Jervois Mining Ltd. |firstname.lastname@example.org| |email@example.com|Mob: +61 420 582 887
Competent Person's Statement
The information in this release that relates to Mineral Exploration is based on information compiled by David Selfe who is a full time employee of the company and a Fellow of the Australasian Institute of Mining and Metallurgy and Dean Besserer, P.Geol. who is the GM Exploration for the Company and a member of The Association of Professional Engineers and Geoscientists of Alberta. Both David Selfe and Dean Besserer have sufficient experience which is relevant to the style of mineralization 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'. David Selfe and Dean Besserer consent to the inclusion in the release of the matters based on their information in the form and context in which it appears.
Qualified Person's Statement
The technical content of this news release has been reviewed and approved by Dean Besserer, P.Geol., who is the GM Exploration for the Company and a Qualified Person as defined by National Instrument 43-101.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This news release may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to the partnering process in Uganda, preparation of detailed engineering at ICO, the commencement of construction and operations at ICO, the preparation of studies at SMP Refinery, the reliability of third party information, and certain other factors or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations