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 / TSXV: ALTS), the Africa focused exploration project generator, announces that the ordinary shares of the Company (the “Shares”) will commence trading on the TSX Venture Exchange (“TSXV”) at market open on Wednesday 6 June, 2018 (the “Listing Date”), under the symbol “ALTS”. The Shares will continue to trade on the AIM market (“AIM”) of the London Stock Exchange.
David Netherway, Chairman of Altus, commented:
“We are delighted to have secured the dual listing of the Company’s shares on the TSXV. This follows our successful Plan of Arrangement with Legend Gold for its strategic gold assets in Mali and recent C$4.1m capital raise, which was largely placed with North American based investors.
“The board and team at Altus collectively have a strong track record of making and monetising economic mineral discoveries across Africa. Altus currently has 19 exploration projects, diversified across six African countries (Morocco, Mali, Ivory Coast, Ethiopia, Cameroon and Liberia) and several commodities, including gold, copper, silver, bauxite, iron ore and zinc. We also have two active joint venture partnerships, with ASX listed Resolute Mining Ltd on our Pitangoma Est gold project in southern Mali and with ASX listed Canyon Resources Ltd on our Birsok bauxite project in central Cameroon.
“Our TSXV listing marks another significant milestone in the Company’s growth. We believe that Altus now creates a rare opportunity for North American based investors to participate in a well-established and purely Africa-focused project generator.”
Recent Non-Brokered Private Placement
No new securities of Altus are being distributed concurrently with the listing of the Shares on the TSXV. On 18 April 2018 the Company completed a non-brokered private placement (the "Offering") of 27,391,616 units (the “Units”) of the Company at a price of C$0.15 (£0.0846) per Share for gross proceeds of C$4,108,742.40. Each Unit is comprised of one Share and one share purchase warrant of Altus ("Warrant") exercisable to purchase one Share for five years from the closing of the Offering (the "Closing Date") at an exercise price of C$0.30. The Company paid finders’ fees on a portion of the Offering, consisting of a cash fee of up to 6.0% of the gross proceeds received from the sale of the Units sold to investors introduced by the finders and that number of non-transferrable share purchase warrants (the "Finder Warrants") equal to 5.0% of the number of Units sold to investors introduced by the Finders, each Finder Warrant entitling the Finder to purchase one Share for three years from the Closing Date at C$0.225.
Issued share capital
As at the Listing Date, the Company had 176,132,686 Shares in issue and had granted Warrants to purchase 36,977,331 Shares.
Company directors and officers
The directors of the Company consist of David Netherway, Steven Poulton, Matthew Grainger, Robert Milroy and Michael Winn. Mr. Netherway serves as the Company’s Non-Executive Chairman, Mr. Poulton as Chief Executive and Mr. Grainger as Executive Director and Corporate Secretary. Mr. Milroy and Mr. Winn serve as Non-Executive Directors. David Miles, who is not a director, serves as the Company’s Chief Financial Officer.
A total of 43,852,669 Shares (the “Principal Shares”) held by David Netherway, Steven Poulton and Matthew Grainger and their associates (collectively, the “TSXV Locked-in Shareholders”) are subject to a lock-in agreement dated 31 May 2018 between the Company and the TSXV Locked-in Shareholders. As at the Listing Date, 25% of the Principal Shares are released from the lock-in and the remaining 75% of the Principal Shares are to be released in 15% increments every six months commencing on 10 August 2018. The TSXV Locked-in Shareholders are also subject to Lock-in and Orderly Market arrangements in respect of the Company’s listing on AIM. Specifically none of the Principal Shares held by the TSXV Locked-in Shareholders can be sold until the first anniversary of the listing of the Company’s shares on AIM, which occurred on 10 August 2017 ("Admission"). Thereafter and until the second anniversary of the Company’s Admission, no Principal Shares which may be released from the lock-in can be sold by the TSXV Locked-in Shareholders without the prior written consent of SP Angel Corporate Finance LLP, being the Company’s Nominated Advisor and Broker on AIM.
Certain risks, uncertainties and other factors relating to Altus, the business of Altus and its securities, which could influence actual results are disclosed in, or incorporated by reference into, the Company’s Listing Application. Subject to the detailed information contained in the financial statements of Altus, and notes thereto, selected financial information is available in the Company’ application to list on the TSXV (the "Listing Application"). The selected financial information is derived from and should be read in conjunction with the Company’s audited financial statements for the fiscal years ended 31 December 2016 and 31 December 2017. A copy of the Listing Application together with additional information on Altus is available on the Company’s website at www.altus-strategies.com and through SEDAR at www.sedar.com.
Stamp Duty Reserve Tax
As of the Listing Date the exemption from payment of the 0.5% charge to stamp duty ("Stamp Duty") and stamp duty reserve tax ("SDRT") that currently exists on transfers of the Company's ordinary shares will no longer be available. The exemption is available on transfers of a company's securities that are admitted to trading on a Recognised Growth Market (such as AIM) provided that the securities are not also listed on a Recognised Stock Exchange (such as TSX-V). Therefore once the Company's Shares are traded on both AIM and TSX-V they will become subject to the UK Stamp Duty and SDRT regime and will no longer be eligible for the exemption.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
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
Tel: +44 (0) 1235 511 767
SP Angel (Nominated Adviser)
Richard Morrison / Soltan Tagiev
Tel: +44 (0) 20 3470 0470
SP Angel (Broker)
Tel: +44 (0) 20 3470 0471
Blytheweigh (Financial PR)
Tim Blythe / Camilla Horsfall / Nick Elwes
Tel: +44 (0) 20 7138 3204
About Altus Strategies Plc
Altus is a London listed (AIM: ALS) and Toronto (TSX-V: ALTS), diversified and Africa focused mineral exploration project generator. 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, diversified by commodity and by country. Altus currently has seventeen projects in six commodities across six countries. 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.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this news release contain forward-looking information. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include without limitation the completion of planned expenditures, the ability to complete exploration programs on schedule and the success of exploration programs. Readers are cautioned not to place undue reliance on the forward-looking information, which speak only as of the date of this news release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.