Receipt of Section 249D Notices
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7 March 2025 – TheNewswire – Jervois Global Limited (“Jervois” or the “Company”) advises in accordance with ASX Listing Rule 3.17A that it has received two notices from a group of shareholders holding at least 5% of the votes that may be cast at a general meeting of the Company (“Requisitioning Shareholders”).
The first notice is purportedly given under section 249D of the Corporations Act 2001 (Cth) (“Corporations Act”). The notice requests that the Company call and arrange to hold a general meeting of shareholders for the purposes of considering and, if thought fit, passing the resolutions set out in Part A of the attachment.
The second notice is also purportedly given under section 249D of the Corporations Act. The notice requests that the Company call and arrange to hold a general meeting of shareholders for the purposes of considering and, if thought fit, passing the resolutions set out in Part B of the attachment.
The Company is considering if the notices are valid and the directors will comply with their obligations under the Corporations Act.
The Company will update shareholders on any material developments.
On behalf of Jervois Global Limited
Bryce Crocker, CEO
For further information, please contact:
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Investors and analysts: Alicia Brown Group Manager – External Affairs Jervois Global |
Media: Nathan Ryan NWR Communications Mob: +61 420 582 887 |
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.
Part A
Resolution 1 – Special resolution to amend Constitution
That the Company’s Constitution be amended by the insertion of the following new
clause 52A:
52A Member resolutions at general meeting
52A. 1 The Members in general meeting may by ordinary resolution express an opinion, ask for information, or make a request, about the way in which a power of the Company partially or exclusively vested in the Directors has been or should be exercised. However, such a resolution must relate to an issue of material relevance to the Company or the Company’s business as identified by the Company, and cannot either advocate action which would violate any law or relate to any personal claim or grievance. Such a resolution is advisory only and does not bind the Directors or the Company.
Resolution 2 – Ordinary resolution on the Recapitalisation Proposal announced 2 January 2025
With regard to the proposal (Recapitalisation Proposal) set out in the Company’s announcement dated 2 January 2025 titled ‘Jervois Global signs recapitalisation agreement’, the Shareholders:
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(a)do not approve of the Recapitalisation Proposal;
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(b)request that the Company and its related entities (including, but not limited to, Jervois Texas, LLC), to the fullest extent lawfully possible, immediately cease all acts undertaken for the purpose of giving effect to the Recapitalisation Proposal;
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(c)request that the Company and its related entities (including, but not limited to, Jervois Texas, LLC), to the fullest extent lawfully possible:
(i) withdraw the “Joint Prepackaged Chapter 11 Plan of Reorganization of Jervois Texas, LLC and its Debtor Affiliates” (the Plan) filed by Jervois Texas, LLC in the United States Bankruptcy Court for the Southern District of Texas on about 28 January 2025;
(ii) otherwise take steps to oppose the United States Bankruptcy Court for the Southern District of Texas granting approval of the Plan; and
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(d)request that the Board immediately develop and implement an alternative strategy which does not involve the Shareholders losing the value of their investment in the Company.
Part B
Resolution 1 – Removal of Bryce Crocker as a director
That, pursuant to section 203D of the Corporations Act and the Company’s Constitution, Bryce Crocker be removed as a director of the Company effective immediately on the passing of this resolution.
Resolution 2 – Removal of Peter Johnston as a director
That, pursuant to section 203D of the Corporations Act and the Company’s Constitution, Peter Johnston be removed as a director of the Company effective immediately on the passing of this resolution.
Resolution 3 – Removal of Brian Kennedy as a director
That, pursuant to section 203D of the Corporations Act and the Company’s Constitution, Brian Kennedy be removed as a director of the Company effective immediately on the passing of this resolution.
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