Altus Strategies Plc / Index: AIM / EPIC: ALS / Sector: Mining
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Altus Strategies Plc
(“Altus” or the “Company”)
Altus Strategies Plc (AIM: ALS), the Africa focused exploration project generator, announces that a Circular including a Notice of General Meeting of the Company is being posted to shareholders today. The General Meeting will be held at 10.30am on Monday 11th December 2017 at the Company's registered office, 14 Station Road, The Orchard Centre, Didcot, Oxfordshire to propose the Resolutions as set out below.
A copy of the Circular and Notice of General Meeting will also be available on the Company's website at www.altus-strategies.com. The Company is also writing to shareholders to request their consent to receive communications via the Company’s website. The terms contained within this release have the same definition as those included within the Circular and Notice of General Meeting document.
Background to the Circular and General Meeting
On 11 October 2017 the Company announced that it proposed to acquire all of the outstanding shares in Legend Gold Corp. (“Legend”) and effectively a 100% interest in Legend's portfolio of gold exploration licences in the Republic of Mali (the “Projects”). On 21 November 2017 the Company announced that the transaction would be structured through the acquisition of LGN Holdings (BVI) Inc. a 100% subsidiary of Legend and the owner of the Projects. Legend Shareholders will receive three (3) new Ordinary Shares in exchange for each one (1) common share that they hold in Legend. The Acquisition will be structured as a Plan of Arrangement in Canada and will result in the issue of an aggregate of 41,060,256 Consideration Shares to Legend Shareholders representing 27.6% of the enlarged issued share capital of Altus immediately following completion of the Acquisition, based on the current Altus issued share capital of 107,680,814 Ordinary Shares. The issued and outstanding Legend warrants will be exchanged for 8,665,854 New Warrants in Altus on the same terms, other than for the number and prices which shall be as adjusted in accordance with the Exchange Ratio.
Although the Company currently has sufficient general authority to issue and allot the Consideration Shares and to issue and allot the Ordinary Shares to be issued and allotted on exercise of the New Warrants; it cannot issue and allot all of these Ordinary Shares without first offering them to existing shareholders in proportion to their existing holdings.
Resolution 1 is being proposed to grant the authority to the directors to dis-apply the statutory pre-emption rights in relation to such share issues.
Resolution 2 is being proposed to grant authority to the directors to issue and allot Ordinary Shares.
Resolution 3 is being proposed to dis-apply the statutory pre-emption rights in relation to such share issues.
The proposed authorities are intended to replace the existing authorities granted at a general meeting of the Company held on 14 June 2017 that remain unused at the date of this Document which the Company intends to use in connection with the issue of the Consideration Shares and the New Warrants. Each resolution to be proposed at the General Meeting is included in full below.
The Directors believe that the proposed Proposals are in the best interests of the Company and its Shareholders as a whole and unanimously recommend that you vote in favour of the Resolutions as set out in the Notice of GM, as they intend to do in respect of their aggregate beneficial shareholdings amounting to 44,102,669 Ordinary Shares as at 21 November 2017, being the latest practicable date prior to the publication of this document, representing 40.96 per cent. of the Company’s existing issued share capital.
For further information you are invited to visit the Company’s website www.altus-strategies.com or contact:
Altus Strategies Plc
Steven Poulton, Chief Executive
Matthew Grainger, Executive Director
Greg Owen, VP Corporate Development
Tel: +44 (0) 1235 511 767
SP Angel (Nominated Adviser)
Ewan Leggat / Richard Morrison / Soltan Tagiev
Tel: +44 (0) 20 3470 0470
SP Angel (Joint Broker)
Elizabeth Johnson / Richard Parlons
Tel: +44 (0) 20 3470 0471
Beaufort Securities (Joint Broker)
Tel: +44 (0) 20 7382 8300
Blytheweigh (Financial PR)
Tim Blythe / Camilla Horsfall / Nick Elwes
Tel: +44 (0) 20 7138 3204
Notes to editors:
About Altus Strategies Plc
Altus is a diversified and Africa focused project generator in the natural resource sector. Through our subsidiaries we discover new projects and attract third party capital to fund their growth, development and ultimately exit optionality. This strategy enables Altus to remain focused on the acquisition of new opportunities to be fed into the project generation cycle and aims to minimise shareholder dilution. Our business model is designed to create a growing portfolio of well managed and high growth potential projects which is diversified by commodity and by country. We aim to position our shareholders at the vanguard of value creation, but with significantly reduced risks traditionally associated with investments in the mineral exploration sector.
The following is a summary of the Company’s key projects:
Cameroon - Gold
The Company holds the 189km2 Laboum gold exploration licence in northern Cameroon through its 99% owned subsidiary Auramin Ltd. At Laboum an approximately 18km and 5km wide long gold-bearing shear zone has been discovered. In addition close to 1km of quartz veins have been discovered with exposed widths of between 1m and 40m. High resolution ground geophysics and a concurrent gold in soil survey are defining priority targets for a systematic trenching programme. The Laboum licence hosts a number of artisanal gold mining sites and grab samples have returned grades up to 24.50 g/t Au from quartz veins and 6.86 g/t Au from the sheared metasedimentary rocks respectively.
Morocco - Copper
The Company holds the 60km2 Agdz copper-silver exploration licence in central Morocco through its 100% owned subsidiary Aterian Resources Ltd. Five prospects have been defined to date, the best of which retuned grades up to 8% Cu, 448 g/t Ag and 3.74 g/t Au. The project is located close to a number of operating mines, notably the recently commissioned Bouskour Cu-Ag mine located 14km NE of Agdz.
Ethiopia - Copper
The Company holds the 322km2 Tigray-Afar and Negash copper-silver exploration licences (“Tigray-Afar”) in northern Ethiopia through its 100% owned subsidiary Altau Resources Ltd. Tigray-Afar is subject to a memorandum of agreement with Japan Oil Gas and Metals Corporation and comprises manto style copper-silver mineralisation, forming lenses, pipes or veins. The Company also holds the 412km2 Daro exploration licence which targets VMS style deposits in northern Ethiopia.
Cameroon - Bauxite
The Company holds the 601km2 Birsok & Mandoum bauxite exploration licences in central Cameroon through its 97.3% owned subsidiary Aluvance Ltd. The Birsok & Mandoum licences are subject to a joint venture agreement with ASX-listed Canyon Resources Ltd. The project is within 10km of an operating rail line to the port of Douala on the Atlantic Ocean.
Liberia - Gold
The Company holds the 639.6km2 Bella Yella and 732km2 Zolowo gold exploration licences in north western Liberia through its 99% owned subsidiary Auramin Ltd. Both licences target targeting Archaean greenstone-hosted gold deposits. At Bella Yella a 7.5km NE-SW striking gold in soil anomaly has been defined. A number of artisanal gold workings have been discovered, from which rock chip assay results have returned grades up to 233 g/t Au. Zolowo hosts a 33km long greenstone belt, a number of drainages from which host significant artisanal alluvial workings.
Cameroon - Iron Ore
The Company holds the 400km2 Bikoula & Ndjele iron ore exploration licences in southern Cameroon through its 97.3% owned subsidiary Aluvance Ltd. The project hosts an independent (JORC 2012 compliant), inferred mineral resource estimate comprising 46Mt @ 44% Fe completed by Coffey Mining South Africa (Pty) Ltd in a report entitled “Mineral Resource Estimation and Classification of the Bikoula Iron Ore Project in Cameroon”. The resource estimate is from less than 25% of the 17km long target as identified from airborne geophysics.
Morocco - Other
The Company holds 226km2 across five exploration licence throughout Morocco through its 100% owned subsidiary Aterian Resources Ltd. The licences areas are prospective for zinc, lead, copper, tin, tungsten and gold. Grades from these licences include 8.15% Pb, 4.48% Zn, 9.18% Cu and 9.61 g/t Au.
Glossary of Technical Terms
The following is a glossary of technical terms:
“Archaean” means an early part of geological time dating from less than 4,000 to 2,500 million years ago
“Artisanal” means local people conducting mining, often with rudimentary equipment "Au" means gold
“Assay” or “Assay results” means the analysis of minerals, rocks and mine products to determine and quantify their constituent parts
"Ag" means silver
"Cu" means copper
“Fe” means iron
“Pb” mean lead
"g/t" means grams per tonne
“Grade(s)” means the quantity of ore or metal in a specified quantity of rock
"m" means metres
"Ma" means million years ago
“Moz” means millions of ounces
“Outcrop” means a visible exposure of rock that is in-situ and has no covering of soil or vegetation
“Shear zone” means a zone in which rocks have been deformed by lateral movement along parallel planes
“Quartz Vein” means a fracture which has been filled by quartz and other minerals which have crystallised from mineralised fluids
“Zn” means zinc