Jervois Mining Limited (ASX:JRV) agreed to acquire São Miguel Paulista Nickel and Cobalt Refinery in Brazil of Companhia Brasileira de Alumínio for approximately BRL 125 million on September 28, 2020. Jervois Mining Limited will pay the consideration in tranches in cash with BRL15 million cash deposit to be paid by December 30, 2020. BRL 47.5 million will be paid on closing, BRL 25 million will be paid on the earlier of refinery meeting certain production targets or June 30, 2023 and the remaining balance of BRL 37.5 million will be paid on June 30, 2023. Jervois will fund deposit payment via cash reserves. As of December 7, 2020, Jervois has paid the first tranche of BRL 15 million cash for the acquisition. The timing 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. Jervois will initially lease refinery from Companhia Brasileira de Alumínio providing Jervois access to undertake a feasibility study. Subject to Jervois' early termination right up to September 2021, the lease shall continue until closing of Jervois' acquisition of SMP Refinery. Refinery Lease will commence upon receipt by CBA of deposit payment. Should Jervois elect to exercise its early termination right, deposit payment will be forfeited and no further tranches will be payable. On Closing, deposit payment shall be applied to the purchase price for refinery. The transaction is subject to regular conditions precedent including that all required operating permits have been obtained and Companhia Brasileira de Alumínio shall have obtained each of the Third-Party Authorizations. Jervois has engaged Promon to complete an integrity audit of SMP refinery on March 4, 2021. On April 7, 2021, Jervois Mining Limited and Companhia Brasileira de Alumínio has carried out a due diligence to assess different aspects of the transaction. This Agreement may be terminated at any time prior to the closing date. Jervois Mining announces it has selected Ausenco to lead the BFS to restart SMP refinery in Brazil, with the study to be completed in multiple stages. The acquisition and restart of SMP will transform Jervois into a vertically integrated producer when its 100%-owned ICO mine in the United States starts production, anticipated from mid-2022. Stages 1 and 2 of the restart BFS expected to be completed by Q3 2021.Transaction is expected to complete by December 2021. As of September 28, 2021, Companhia Brasileira de Aluminio (CBA) and Australian firm Jervois Mining have agreed to delay completion of the sale of Sao Miguel Paulista plant in Sao Paulo until March 31, 2022 from December 31, 2021 deadline as Jervois Mining is considering some technical changes to the refinery to meet existing market conditions. Jervois has agreed with Companhia Brasileira de Alumínio to extend the outside date of closing of Jervois' acquisition of SMP by one month, from 31 March 2022 to 30 April 2022. As of April 29, 2022, the outside date for closing the acquisition is August 31, 2022. As of July 8, 2022, São Paulo City Hall operating permit has now been received by Companhia Brasileira de Alumínio. The transaction is anticipated to close on or about July 15, 2022.

Botelho Advogados acted as legal advisor to Jervois Mining Limited. Francisco Eumene Machado de Oliveira Neto of Tozzini, Freire, Teixeira e Silva Advogados Ltda acted as legal advisor to Companhia Brasileira de Alumínio. Moelis & Company Assessoria Financeira Ltda. acted as financial advisor to Companhia Brasileira de Alumínio.

Jervois Mining Limited (ASX:JRV) agreed to acquire São Miguel Paulista Nickel and Cobalt Refinery in Brazil of Companhia Brasileira de Alumínio on July 18, 2022.