TIDMALS
RNS Number : 5030V
Altus Strategies PLC
13 December 2021
Altus Strategies Plc / Index (EPIC): AIM (ALS); TSX-V (ALTS);
OTCQX (ALTUF) / Sector: Mining
THIS ANNOUNCEMENT (THIS "ANNOUNCEMENT") IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE
FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING
MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLIC RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR") as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018. Upon publication of this announcement, the
inside information is now considered to be in the public domain for
the purposes of MAR.
13 December 2021
Altus Strategies Plc
("Altus" or the "Company")
Transformational Acquisition of Cash Flowing Gold Royalty
Portfolio from Newcrest Mining
Altus Strategies Plc (AIM: ALS, TSX-V: ALTS, OTCQX: ALTUF)
announces that it has entered into two sale and purchase agreements
(each an "SPA") dated 13 December 2021 in respect of the
acquisition of a portfolio of up to 24 royalties and royalty
interests (each a "Royalty" and together the "Royalties") from
Newcrest Mining Ltd and certain of its group companies (together
"Newcrest") (the "Acquisition"). The portfolio consists of
royalties on two producing gold mines, one near-production gold
mine as well as up to 21 near-term development and exploration
stage projects. Twenty-three of the Royalty projects are located in
Australia and one Royalty project is in Côte d'Ivoire, West Africa.
The Royalties are being acquired through a strategic joint venture
with AlphaStream Limited ("AlphaStream"), a specialist mining
royalty and streaming company. The consideration to be paid by
Altus for its interest in the Acquisition is US$24.0 million.
Highlights:
-- Acquisition of a gold focussed portfolio of cash paying Royalties in Australia and Africa
-- Altus' effective interest in the Royalty portfolio to be
acquired for US$24.0 million from Newcrest
-- Key rationale for the Acquisition includes:
o Immediate cashflows: Potential US$3.5 million pa (post tax)
revenue to Altus based on a forecast 10 year average
o Robust royalty portfolio: Royalties over two producing mines,
one near producing mine and up to 21 development and exploration
stage assets
o Global footprint: up to 23 royalties located in Australia, a
tier-1 jurisdiction
o Strong momentum: Second material royalty transaction for Altus
in the last four months
-- Royalties in Australia to be acquired through a newly
incorporated Australian company ultimately owned 80.1% by Altus and
19.9% by AlphaStream
-- Royalty in Côte d'Ivoire to be acquired through a newly
incorporated United Arab Emirates ("UAE") company owned 50% by
Altus and 50% by AlphaStream
-- Altus' interest in the Royalties to be financed through a
proposed placing and subscription of newly issued ordinary shares
of nominal value GBP0.05 ("Ordinary Shares") in the capital of the
Company to be announced shortly ("Fundraise")
-- Strong growth trajectory with a pipeline of additional
royalty acquisition opportunities under review
Steve Poulton, Chief Executive of Altus, commented:
"This proposed acquisition of a material portfolio of mining
royalties and royalty interests from Newcrest heralds the
transformation of Altus into a major royalty company backed by La
Mancha. The Newcrest portfolio provides Altus with immediate cash
flow, portfolio diversification and is heavily weighted towards
gold in Australia, a 'top tier' jurisdiction. The deal secures
royalties and royalty interests over two producing mines, one near
production mine and up to 15 development stage projects and up to
six exploration stage assets. A further highlight is that the
operators of many of the projects are globally recognised and
respected groups .
"Following a competitive process, we are acquiring the Royalties
from Newcrest for up to US$24 million. We are excited by the
potential we see for future upside in the Royalties and delighted
to be working in a strategic partnership on the Acquisition with
AlphaStream, a specialist mining royalty investment and streaming
company. By working in partnership with other royalty groups on
strategic acquisitions, our shareholders gain exposure to higher
quality royalty assets, without having to finance them
exclusively.
"I look forward to updating shareholders on the progress of the
Acquisition and Fundraise in due course."
Karim Nasr, Chief Executive of La Mancha and a Director of
Altus, commented:
"La Mancha has a track record of supporting the long-term
expansion plans of our portfolio companies. Altus has significant
momentum and we strongly support the Company in creating value from
the acquisition of accretive long term and sustainable royalty
income and from its complimentary organic royalty generation
activities across Africa. La Mancha currently owns 35% of the
issued share capital of Altus and intend to participate to that
level in the proposed Fundraise. We look forward to supporting
Altus along its clear growth trajectory and doing all we can to
help the Company maximise value for all shareholders."
Structure of Acquisition
The Royalties are being acquired in partnership with
AlphaStream, a private mining royalty and streaming company
incorporated in the Abu Dhabi Global Market. The Company's portion
of the Acquisition will be financed through a proposed placing and
subscription of newly issued Ordinary Shares in the capital of the
Company.
- For the purposes of the Acquisition of the Royalty in Côte
d'Ivoire, Altus and Alphastream have incorporated a private special
purpose vehicle ("SPV") in the UAE ("Alpha 2 SPV Limited") which is
owned jointly 50% by Altus Royalties Mauritius Limited (a 100%
owned subsidiary of Altus) and 50% by AlphaStream ("Bonikro SPV").
Altus Royalties Mauritius Limited and Alpha 1 SPV Limited (as
shareholders) and Alpha 2 SPV Limited today entered into a
subscription and shareholders agreement which governs the operation
of the Bonikro SPV including certain matters requiring unanimous
shareholder approval, the procedure for appointment of nominated
directors, rights of first refusal on share transfers, a
restriction on either party pledging the shares without consent and
forced transfer provisions on an insolvency event (at fair value)
or following a material breach which is not remedied (at a discount
to fair value). In addition, the parties have agreed that the
shareholders will, prior to closing of the Acquisition, subscribe
for additional shares in Alpha 2 SPV Limited to provide it with the
funding for the Acquisition pro rata to their existing
holdings.
- For the purposes of the acquisition of the Australian
Royalties, Altus and Alphastream have incorporated a private SPV in
the UAE ("Alpha 3 SPV Limited") which is owned jointly 80.1% by
Altus Royalties Australia Limited (a 100% owned subsidiary of
Altus) and 19.9% by Alphastream. Alpha 3 SPV Limited has in turn
incorporated a 100% owned Australian subsidiary ("Alcrest Royalties
Australia Pty Ltd") ("Australian SPV"). Altus Royalties Australia
Limited and Alpha 1 SPV Limited (as shareholders) and Alpha 3 SPV
Limited today entered into a subscription and shareholders
agreement on substantially the same terms as for the Bonikro SPV.
In addition, the parties have agreed that the shareholders will,
prior to the relevant phase of the closing of the Acquisition,
subscribe for additional shares Alpha 3 SPV Limited to provide, pro
rata to their existing holdings, it with the funding for it to
enable Alcrest Royalties Australia Pty Ltd to fund the
Acquisition.
As Alphastream holds a legal and beneficial interest in 50% of
the voting rights in Alpha 2 SPV Limited and 19.9% of the voting
rights in Alpha 3 SPV Limited, both of which are subsidiaries of
Altus, Alphastream is deemed to be a related party of Altus under
the AIM Rules for Companies.
Accordingly, the subscription of US$10m in Alpha 2 SPV Limited
and the subscription of US$3,482,500 in Alpha 3 SPV Limited by
Alphastream are deemed to be related party transactions pursuant to
AIM Rule 13.
The directors of Altus consider, having consulted with its
nominated adviser, that the terms of the transaction are fair and
reasonable insofar as its shareholders are concerned.
Royalty Sale and Purchase Agreements
The Bonikro SPV has today entered into a royalty sale and
purchase agreement ("Bonikro SPA") with Newcrest Operations Limited
and Newcrest West Africa Holdings Pty Ltd (subsidiaries of
Newcrest) and Altus and Alphastream (as guarantors) to acquire the
4.5% net smelter return ("NSR") royalty on the Bonikro gold mine in
Côte d'Ivoire (as further described below).
The total consideration payable by Bonikro SPV under the Bonikro
SPA is US$20,000,000 of which Altus will contribute US$10,000,000.
Closing of the Bonikro SPA is conditional upon the Company
completing the Fundraise and will occur contemporaneously with the
Phase 1 closing under the Australian SPA within five business days
of admission to trading on AIM of the Company's new Ordinary Shares
to be issued under the Fundraise.
The Australian SPV has today entered into a royalty sale and
purchase agreement with Newcrest, Newcrest Operations Limited,
Newcrest West Africa Holdings Pty Ltd and Niugini Mining
(Australia) Pty Ltd and Altus and Alphastream (as guarantors) to
acquire the portfolio of royalties in Australia, comprising two
producing mines, 15 development stage projects and six exploration
stage assets (as further described below) as well as certain
accrued royalty payments under the Ballarat Gold Mine royalty.
The total consideration payable by Australian SPV under the
Australian SPA is US$17,500,000 payable in two phases. Closing of
phase 1 under the Australian SPA is conditional upon the Company
completing the Fundraise and will occur contemporaneously with the
closing under the Bonikro SPA. The consideration payable by
Australian SPV on closing of phase 1 is US$12,462,500 of which
Altus will contribute US$9,982,463.
Closing of phase 2 under the Australian SPA is conditional upon
the expiration of offer periods and/or the exercise or waiver of
certain rights of first refusal ("ROFR") and rights of first offer
("ROFO") by royalty payers in relation to nine Royalties in the
Australian portfolio (two royalties being subject to a ROFR and
seven royalties being subject to a ROFO) . The phase 2 purchase
price is a maximum of US$5,037,500 of which Altus will contribute
up to US$4,035,037 and may be reduced (by up to US$2m) if either
ROFR is exercised.
The total consideration payable under the two SPAs is US$37.5
million ("Total Consideration"), of which, the total maximum
consideration payable under the two SPAs by Altus is
US$24,017,500.
Upon closing, Altus will own an effective 50% economic interest
in the royalty on the Bonikro gold mine and an effective 80.1%
economic interest in the Australian royalty portfolio. In the year
ended 31 December 2020, the Australian royalty portfolio generated
attributable after-tax revenue of US$0.6 million. The Acquisition
is expected to generate attributable after-tax revenue to Altus of
approximately US$3.5 million pa over the next 10 years based on
internal assumptions. This is based on production forecasts
provided by the seller and a sliding
scale gold price based on consensus pricing as at September 2021 ("Altus Assumptions") of:
-- 2022 - US$1,879/oz
-- 2023 - US$1,765/oz
-- 2024 - US$1,712/oz
-- 2025+ - US$1,599/oz
Altus will have the right to receive future royalty payments
made after the respective closing date, with a pro rata
apportionment for any royalty payment periods within which the
closing occurs.
The Australian SPA and Bonikro SPA contain customary warranties,
subject to limitations and can be terminated in certain specified
circumstances including insolvency and non-compliance with laws
provided that if Phase 1 closing has occurred under the Australian
SPA such termination only applies to Phase 2 closing.
Royalty Portfolio Post Acquisition
Following completion of the Acquisition in full, Altus's global
portfolio will comprise 33 royalties and 27 projects interests,
across nine countries and nine separate metals. The Company's
consolidated royalty portfolio is expected to generate US$6.4
million in annual (after tax) royalty revenue for 2022 (actual
results may vary and remain subject, among other factors, to the
gold price remaining stable and the projects achieving their
modelled operating performance during the period, see "Forward
Looking Information") based on Altus Assumptions.
About the Newcrest Royalty Portfolio
The portfolio of royalties to be acquired from Newcrest includes
two cash paying royalties, namely the Ballarat gold mine and South
Kalgoorlie Operations gold mine in Australia and the near producing
Bonikro gold mine in Côte d'Ivoire (see Table 1). The portfolio
also includes up to 15 development and six exploration stage
royalties in Australia. Many of the Australian royalties are
located on assets in known gold mining districts, including the
Eastern Goldfields, the Pilbara, the Mt Isa inlier, and the Lachlan
Fold Belt. The operators of the projects, include high quality
precious and base metal operators very well known to the
market.
Royalties on Producing Mines
Table 1: Royalties on Producing Mines
Asset Royalty Location Operator
Bonikro (Push Back *4.5% NSR Allied Gold
1 5) Ivory Coast
2 Ballarat 2.5% NSR Australia Shen Yao Holdings
3 SKO AUD$10/oz Australia Northern Star
*At current gold prices. The royalty is subject to a sliding
scale based on the gold price.
Bonikro Gold Mine (Côte d'Ivoire): 4.5% Net Smelter Return
("NSR")
Located in Côte d'Ivoire, Bonikro is an open pit gold mine
operated by private company, Allied Gold Corp, and has a proven
operating history as a high-quality gold mine in West Africa. Since
commercial production commenced in 2008, the mine has produced over
1 million ounces ("oz") of gold and is expected to produce in
excess of the royalty cap (560,000 oz), which represents
approximately 56% of Bonikro's remaining resources. Altus
understands that Allied Gold has started to develop the next push
back of the open pit ("PB5") and is targeting a ramp up to
nameplate production of 100,000 oz per annum ("pa") in 1Q 2023.
It is estimated that Bonikro contains 10.0 million tonnes ("Mt")
of probable reserves at a grade of 1.2 grams per ton ("g/t")
(430,000 oz of gold), and 18 Mt of total resources at a grade of
1.3 g/t (770,000 oz of gold)[1].
Pursuant to the Acquisition, Altus will own a 50% interest in a
NSR royalty on the Bonikro mine at a rate of 4.50% (at current gold
prices, subject to a sliding scale), capped at 560,000oz from
PB5.
Table 2: Sliding Scale Bonikro Royalty
USD Gold Price Applicable NSR Royalty
US$1,250 or less 0.00%
-----------------------
US$1,251to US$1,299 2.50%
-----------------------
US$1,300 to US$1,349 3.00%
-----------------------
US$1,350 to US$1,399 3.50%
-----------------------
US$1,400 to US$1,449 4.00%
-----------------------
US$1,450 and above 4.50%
-----------------------
The royalty interest is projected to generate US$2.4 million in
average annual after-tax cash-flows to Altus over 8 years (actual
results may vary and remain subject, among other factors, to the
gold price remaining stable and the project achieving its modelled
operating performance during the period see "Forward Looking
Information").
Ballarat Gold Mine (Australia): 2.5% NSR
Located in Victoria, Australia, Ballarat is an underground gold
mine operated by Shen Yao Holdings, a Singapore-listed public
company. The mine has a historical production rate of approximately
40,000 oz pa[2] and a proven record of resource replacement. The
mine has produced over 300,000 oz at an average grade of 5.7 g/t
since operation re-commenced in 2011 and has an estimated mine life
of 13 years remaining based on the current resource and Altus
assumptions.
The mine is estimated to have resources of 2.9 Mt of indicated
resources at a grade of 6.0 g/t totalling (558,000 oz of gold) and
1.5 Mt of inferred resources at a grade of 5.7 g/t (275,000 oz of
gold).[3]
Pursuant to the Acquisition, Altus will hold an 80.1% interest
in the NSR royalty on the Ballarat mine at a royalty rate of 2.50%
and hold ownership over US$1 million in accrued royalty payments.
The royalty interest is projected to generate US$1.3 million in
average annual after-tax cash-flows to Altus over 13 years (actual
results may vary and remain subject, among other factors, to the
gold price remaining stable and the project achieving its modelled
operating performance during the period, see "Forward Looking
Information").
Altus is aware that the Ballarat operator's management has
recently changed and the operator is undergoing a review process
with Australian regulators. Key risks have been incorporated into
the calculation of the purchase price accordingly and Altus will
continue to monitor the situation closely.
South Kalgoorlie Operations ("SKO") (Australia): US$10/oz fixed
royalty
Located in Kalgoorlie, Western Australia, SKO is an underground
gold mine operated by Northern Star Resources Limited. The mine has
a long history of stable production, exploration success, and
consistent royalty receipts. The mine comprises part of Northern
Star's wider Kalgoorlie operations which have targeted production
of 40,000 oz pa with an expected 18 year mine life based on Altus
assumptions.
SKO's large resource base has had a record of consistent
resource conversion with a reserve life of four to six years over
the past five years. The royalty agreement covers various areas of
the mine which is estimated to have reserves of 1.5 Mt of indicated
resources at a grade of 3.5 g/t (173,000 oz of gold) and 10 Mt of
Measured resources at a grade of 3.0 g/t (1,030,000 oz of gold) and
Indicated Resources of 9.4 million tonnes on M&I at a grade of
3.0g/t (903,000 oz of gold)[4].
Pursuant to the Acquisition, Altus will hold an 80.1% interest
in NSR royalty on the SKO mine at a royalty rate of US$10/oz
produced along with a discovery bonus of A$1 million for each new
ore body on the royalty tenement package with a reserve greater
than 250,000 oz of gold. The royalty interest is projected to
generate US$220,000 in average annual after-tax cash-flows to Altus
over 18 years (actual results may vary and remain subject, among
other factors, to the gold price remaining stable and the project
achieving its modelled operating performance during the period, see
"Forward Looking Information").
Royalties on Development & Exploration Stage Projects
In addition to the cash paying royalties described above, the
Acquisition includes a portfolio of royalties across 21 development
and exploration stage projects in Australia (see table 3),
including several which cover large land positions in marquee
mining districts and which are owned by quality operators, such as
Northern Star, Goldfields, Zijin, Evolution, BHP, JX Nippon, and
Silver Lake. The portfolio is primarily on gold assets with
by-products in the form of copper, iron ore and uranium.
Table 3: List of Exploration and Development Royalties
Asset Royalty Location
1 Mungana 3% GR QLD
2 Wudinna (Minnipa) 1.5% NSR SA
3 Gidginbung 2% NSR NSW
Zuleika South/Rose A$10/oz
4 Hill WA
5 Randalls $1/oz QLD
6 Mt Isa (Brightlands) 2% NSR WA
7 Ashburton 2.5% GSR WA
8 Bullfinch* 10% NPI WA
9 Mulgarrie 1.2% GR for gold WA
1.2% NSR (other minerals)
10 Hampton Nickel A$10/oz WA
11 Rosetta 3% NSR QLD
12 Cannindah 0.9% NSR QLD
13 Mount Wall 1% GSR WA
14 Mertondale 2% NSR WA
15 Bill's Find Sliding scale WA
16 Kintore Various WA
17 Mt Success* 0.381% NSR QLD
18 Mayfield 2% NSR QLD
19 Nupower 0.9% NSR NT
20 Mt Isa (Others) 2% NSR WA
21 Kunanalling 3.64% GR WA
Note: NSR means Net Smelter Return Royalty, GR means Gross
Production Royalty, GSR means Gross Smelter Royalty, and NPI means
Net Profit Interest. *subject to ROFR or ROFO.
Recently, there have been several positive developments within
the exploration and development royalty portfolio:
-- Cannindah: drill hole results included 1.28% of copper
equivalent over 282 meters in November 2021
-- Mungana: mine is on care and maintenance, key shareholder acquired gold complex for US$30M
-- Wudinna: drill hole of 3 g/t of gold over 30 meters
Company Strategy
Altus has successfully delivered on a key objective for the
year, with the acquisition of the Caserones copper royalty and this
proposed acquisition of interests in the Newcrest gold royalty
portfolio. These acquisitions should provide the Company with a
high-quality pipeline of cash paying royalties and future revenue
growth potential. The Company will continue to seek accretive
royalty acquisitions and is actively reviewing a number of such
opportunities. Growth will continue to be realised through a
combination of low-cost royalty generation and accretive
acquisition strategies minimising shareholder dilution.
Royalty generation through the exploration and discovery
strategy remains fundamental to the Company's business model. Under
this strategy, Altus seeks to make mineral discoveries and monetise
them with third parties, through joint ventures, asset sales or
other such processes whilst retaining a long-term royalty on each
asset providing exposure to the outsized returns that can be
achieved following a significant discovery of a commercial mineral
deposit.
It is intended that the Company will retain profits for
reinvestment into attractive and value accretive transactions, to
assist the Company in achieving the appropriate scale and cashflow
to support a sustainable, long-term dividend. Payment of dividends
on the Ordinary Shares will be at the discretion of the Board and
will depend upon the Company's future earnings, cash flows, capital
requirements, financial condition and other relevant factors and
there can be no assurance that the Company will pay dividends.
For further information, you are invited to visit the Company's
website www.altus-strategies.com or contact:
Altus Strategies Plc Tel: +44 (0) 1235 511 767
Steven Poulton, Chief Executive E-mail: info@altus-strategies.com
SP Angel Corporate Finance LLP (Nominated
Adviser) Tel: +44 (0) 20 3470 0470
Richard Morrison / Adam Cowl
SP Angel Corporate Finance LLP (Broker)
Grant Barker / Rob Rees Tel: +44 (0) 20 3470 0471
Shard Capital (Broker)
Isabella Pierre / Damon Heath Tel: +44 (0) 20 7186 9927
Yellow Jersey PR (Financial PR & IR) Tel: +44 (0) 20 3004 9512
Charles Goodwin / Henry Wilkinson E-mail: altus@yellowjerseypr.com
About Altus Strategies Plc
Altus Strategies (AIM: ALS, TSX-V: ALTS & OTCQX: ALTUF) is a
mining royalty company generating a diversified and precious metal
focused portfolio of assets. The Company's differentiated approach
of generating royalties on its own discoveries in Africa and
acquiring royalties globally through financings and acquisitions
with third parties, has attracted key institutional investor
backing. The Company engages constructively with all stakeholders,
working diligently to minimise its environmental impact and to
promote positive economic and social outcomes in the communities
where it operates. For further information, please visit
www.altus-strategies.com .
Qualified Person:
The technical disclosure in this Announcement has been approved
by Steven Poulton, Chief Executive of Altus. A graduate of the
University of Southampton in Geology (Hons), he also holds a
Master's degree from the Camborne School of Mines (Exeter
University) in Mining Geology. He is a Fellow of the Institute of
Materials, Minerals and Mining and has over 20 years of experience
in mineral exploration and is a Qualified Person under the AIM
rules and National Instrument 43-101 Standards of Disclosure for
Mineral Projects of the Canadian securities administrators.
TSX Venture Exchange Disclaimer
Neither the TSX Venture Exchange nor the Investment Industry
Regulatory Organisation of Canada accepts responsibility for the
adequacy or accuracy of this release.
Market Abuse Regulation Disclosure
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
Forward Looking Information
This announcement contains statements which constitute
"forward-looking information", including statements regarding the
plans, intentions, beliefs and current expectations of the Company
with respect to the future business activities and operating
performance of the Company. The words "may", "would", "could",
"will", "intend", "plan", "project", "anticipate", "believe",
"estimate", "expect" and similar expressions, as they relate to the
Company, or its management, are intended to identify such
forward-looking statements. Investors are cautioned that any such
forward-looking statements are not guarantees of future business
activities or performance and involve risks and uncertainties, and
that the Company's future business activities may differ materially
from those in the forward-looking statements as a result of various
factors. Such risks, uncertainties and factors are described in the
periodic filings with the Canadian securities regulatory
authorities, including the Company's quarterly and annual
Management's Discussion & Analysis, which may be viewed on
SEDAR at www.sedar.com. Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking statements prove incorrect, actual results may vary
materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although the Company
has attempted to identify important risks, uncertainties and
factors which could cause actual results to differ materially,
there may be others that cause results not be as anticipated,
estimated or intended. The Company does not intend, and does not
assume any obligation, to update these forward-looking statements
other than as may be required by applicable law.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (THIS "ANNOUNCEMENT") IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE
FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING
MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
This Announcement is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, the Republic of South Africa,
Japan or any other jurisdiction in which such release, publication
or distribution would be unlawful.
No action has been taken by the Company, BMO Capital Markets
Limited, SP Angel Corporate Finance LLP or Shard Capital Partners
LLP (the "Banks") or any of their respective affiliates, or any of
its or their respective directors, officers, partners, employees,
advisers and/or agents (collectively, "Representatives") that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other publicity material relating to
such Placing Shares in any jurisdiction where action for that
purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any restrictions
contained in this Announcement. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing
any part of this Announcement must satisfy themselves that it is
lawful to do so.
Resident in the United Kingdom and the EEA
This Announcement is directed at and is only being distributed
to: (a) persons in member states of the European Economic Area (the
"EEA") who are "qualified investors", as defined in Article 2(e) of
the Prospectus Regulation (Regulation (EU) 2017/1129) (the
"Prospectus Regulation") ("Qualified Investors"), (b) persons in
the United Kingdom, who are qualified investors, being persons
falling within the meaning of Article 2(e) of Prospectus Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation"), and who (i) have professional experience in matters
relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); or (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or; (d) are persons falling
within Article 50 ("sophisticated investors") of the Order; or (c)
persons to whom it may otherwise be lawfully communicated (each
such person in (a), (b), (c) and (d), a "Relevant Person"). This
Announcement and the information in it must not be acted on or
relied on by persons who are not Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. Any investment or investment activity to which
this Announcement or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons.
This Announcement does not itself constitute an offer for sale or
subscription of any securities in the Company.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such prospectus is
required (in accordance with either the Prospectus Regulation or
the UK Prospectus Regulation) to be published.
Resident in the United States
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), or with any
securities regulatory authority of any state or jurisdiction of the
United States, and may not be offered or sold in the United States
or to any "US person" (as that term is defined in Regulation S of
the US Securities Act), except pursuant to an applicable exemption
from the registration requirements of the U.S. Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. No public offering of the
Fundraise Shares is being made in the United States or
elsewhere.
Resident in Canada
The securities referred to herein have not been and will not be
qualified for distribution or distribution to the public under
applicable Canadian securities laws and, accordingly, any sale of
the securities will be made on a basis which is exempt from the
prospectus requirements of such securities laws. The securities
referred to herein are not being offered to and may not be
purchased by, or for the benefit of, persons resident in Canada
except for "accredited investors" within the meaning of that term
in National Instrument 45-106 Prospectus Exemptions, of the
Canadian securities administrators ("NI 45-106"). The information
included in this Announcement is not intended to, and does not,
comply with all of the disclosure requirements that would apply
under applicable Canadian securities law if this Fundraise was
being qualified pursuant to a prospectus filed with the relevant
Canadian securities regulatory authorities. The Fundraise Shares
will be subject to a statutory restricted resale / hold period in
Canada for a period of four months following the closing of the
Fundraise.
No securities commission or similar securities regulatory
authority in Canada has reviewed or in any way passed upon this
Announcement or the contents hereof, or the merits of the Fundraise
Shares and any representation to the contrary is an offense under
applicable Canadian securities laws.
Resident in the Hong Kong
This announcement has not been reviewed by any regulatory
authority in Hong Kong and it has not been, and will not be,
registered as a prospectus under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong
Kong, the " CWUMPO "), nor has it been authorised by the Securities
and Futures Commission pursuant to the Securities and Futures
Ordinance (Cap. 571 of the laws of Hong Kong, the " SFO ").
Accordingly, the Placing shares have not been and will not be
offered or sold in Hong Kong, by means of any document other than
(i) to 'professional investors' (as defined in the SFO and any
rules made under that ordinance) or (ii) in other circumstances
which do not result in the document being a 'prospectus' as defined
in the CWUMPO or which do not constitute an offer to the public
within the meaning of the CWUMPO. No advertisement, invitation or
document relating to the Placing shares has been or will be issued,
or has been or will be in the possession of any person for the
purpose of issue, in Hong Kong or elsewhere that is directed at, or
the contents of which are likely to be accessed or read by, the
public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to Placing
shares that are or are intended to be disposed of only to persons
outside Hong Kong or only to professional investors (as defined in
the SFO and any rules made under that ordinance). No person to whom
Placing shares are issued may sell, or offer to sell, such shares
in circumstances that amount to an offer to the public in Hong Kong
within six months following the date of issue of such shares.
References in this announcement to Hong Kong are to the Hong Kong
Special Administrative Region of the People's Republic of
China.
Resident in Australia
This announcement is not a disclosure statement or prospectus
prepared in accordance with the Corporations Act 2001 (Cth)
("Corporations Act") and does not purport to be complete nor does
it contain all of the information that would be required for a
disclosure statement or prospectus. It should be read in
conjunction with the Company's other periodic releases. The
Fundraise Shares are only available for subscription by residents
in Australia who are 'sophisticated investors' within the meaning
of section 708(8) of the Corporations Act or 'professional
investors' within the meaning of section 708(11) of the
Corporations Act and who execute a valid subscription agreement.
Any person who is not a sophisticated investor or a professional
investor should act or rely on this Announcement or any of its
contents.
Other Cautions
BMO Capital Markets Limited, which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for the
Company and for no one else in connection with the Placing and will
not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing or any other
matter referred to in this Announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients or for giving advice in
relation to the Placing or any other matter referred to in this
Announcement.
SP Angel Corporate Finance LLP, which is authorised and
regulated in the United Kingdom by the FCA, are acting exclusively
for the Company and for no one else in connection with the Placing
and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing or any
other matter referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients or for giving
advice in relation to the Placing or any other matter referred to
in this Announcement. SP Angel Corporate Finance LLP's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or to
any other person.
Shard Capital Partners LLP, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for the
Company and for no one else in connection with the Placing and will
not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing or any other
matter referred to in this Announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients or for giving advice in
relation to the Placing or any other matter referred to in this
Announcement.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of the Banks (apart from the responsibilities or liabilities
that may be imposed by the Financial Services and Markets Act 2000,
as amended ("FSMA") or the regulatory regime established
thereunder) and/or by any of their respective affiliates and/or any
of their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or their respective
advisers or any other statement made or purported to be made by or
on behalf of any of the Banks and/or any of their respective
affiliates and/or by any of their respective Representatives in
connection with the Company, the Placing Shares or the Placing and
any responsibility and liability whether arising in tort, contract
or otherwise therefor is expressly disclaimed. No representation or
warranty, express or implied, is made by any of the Banks and/or
any of their respective affiliates and/or any of their respective
Representatives as to the accuracy, fairness, verification,
completeness or sufficiency of the information or opinions
contained in this Announcement or any other written or oral
information made available to or publicly available to any
interested party or their respective advisers, and any liability
therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the U.S. Securities Act or the applicable laws of
other jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax
advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
The Fundraise Shares to be issued pursuant to the Fundraise will
not be admitted to trading on any stock exchange other than AIM.
The Fundraise Shares will, when issued, form part of the Ordinary
Shares currently listed for trading on the TSX-V.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
**END**
[1] SNL Metals & Mining Dataset
[2] SNL Metals & Mining Dataset
[3] Independent Qualified Persons Report for the Ballarat
Goldmine, Australia for Shen Yao Holdings Limited - Effective Date
28th Feb 2021 -Table 1.4.2 Mineral Resource estimate of the
Ballarat East deposit
[4] NST Kalgoorlie Operations FY21 Guidance sourced from
Northern Star AGM Presentation (25-Nov-2020)
This information is provided by RNS, the news service of the
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contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
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END
AGRTJBRTMTABBRB
(END) Dow Jones Newswires
December 13, 2021 13:00 ET (18:00 GMT)
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