TIDMALS
RNS Number : 5630V
Altus Strategies PLC
14 December 2021
Altus Strategies Plc / Index (EPIC): AIM (ALS); TSX-V (ALTS);
OTCQX (ALTUF) / Sector: Mining
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.
14 December 2021
Altus Strategies Plc
("Altus" or the "Company")
Results of GBP19.8 million / US$26.1 million Fundraise
Altus Strategies Plc (AIM: ALS, TSX-V: ALTS, OTCQX: ALTUF)
announces that further to its announcement yesterday it has closed
a placing of new ordinary shares of nominal value of GBP0.05 each
("Ordinary Shares") in the Company (the "Placing Shares") to both
existing and new institutional investors (the "Placing") and has
also undertaken a concurrent subscription by its major shareholder,
La Mancha Fund SCSp ("La Mancha"), various Altus directors,
officers and other investors (the "Subscription" and, with the
Placing, being the "Fundraise") of new Ordinary Shares (the
"Subscription Shares" and, together with the Placing Shares, being
the "Fundraise Shares"). The Placing Shares and the Subscription
Shares will be issued at price of 53.5p / C$0.90 per Fundraise
Share ("Fundraise Price"). The Placing was conducted by way of an
accelerated bookbuild process (the "Bookbuild") managed and
undertaken by BMO Capital Markets Limited ("BMO") as Sole
Bookrunner and by Shard Capital Partners LLP ("Shard") and SP Angel
Corporate Finance LLP ("SP Angel") as Lead Managers. Sprott Global
Resource Investments, Ltd. acted as a finder in respect of some of
the Subscription Shares and was paid a customary fee for such
services.
Highlights:
-- Fundraise completed raising gross proceeds of GBP19.8 million (approximately US$26.1 million)
-- New Ordinary Shares to be issued at a price of 53.5p / C$0.90 per share
-- Altus welcomes new institutional investors to its register
-- La Mancha investment of GBP6.9 million to maintain its 35.08% strategic shareholding in Altus
-- Altus directors and officers participated in the Subscription
investing approximately GBP0.5 million (approximately US$0.7
million)
-- Net proceeds of the Fundraise to be applied to the
acquisition of up to 24 royalties from Newcrest Mining Limited
("Newcrest") and for general corporate purposes
-- BMO acted as Sole Bookrunner and SP Angel & Shard as Lead Managers
Steve Poulton, Chief Executive of Altus, commented:
"We are delighted with the response to our Fundraise of gross
proceeds of GBP19.8 million (approximately US$26.1 million) at a
price of 53.5p / C$0.90 per share. On behalf of the board, I take
this opportunity to welcome our new shareholders to the Company and
to thank our existing shareholders, including La Mancha, for their
continued strong support of the business. We also thank BMO as Sole
Bookrunner and SP Angel and Shard Capital as Lead Managers on the
Fundraise.
"The completion of this Fundraise allows Altus to rapidly move
forward with the completion of our recently announced proposed
acquisition of a diversified and gold focussed portfolio of up to
24 royalties from Newcrest for US$ 24 million. The portfolio
includes royalties over two producing gold mines, one
near-production gold mine as well as up to 15 development stage
projects and six exploration stage projects, with 23 of the
royalties being in Australia and one in Côte d'Ivoire.
"Altus is building a differentiated royalty business, where our
shareholders not only have exposure to immediate and long term
royalty cash flows from established operating mines globally, but
also the substantial upside from our high impact 'boots on the
ground' royalty creation strategies across Africa. I look forward
to updating shareholders on the proposed royalty acquisition
shortly."
Details of Director and PDMR subscriptions
The Subscription included participation by La Mancha, certain
Directors, Persons Discharging Managerial Responsibilities ("PDMR")
and their Persons Closely Associated ("PCAs"), who subscribed for a
total of 13,908,175 Subscription Shares at the Fundraise Price of
53.5p / C$0.90 per share. Details of La Mancha, Directors, PDMRs
and their PCAs subscriptions are outlined in the table below:
Director Position New Ordinary Shareholding % holding
Shares being following following
subscribed Admission Admission
La Mancha Fund
SCSp Substantial Shareholder 12,955,094 41,158,454 35.08%
-------------------------- -------------- ------------- -----------
David Netherway Chairman (Non-Executive) 37,383 2,478,758 2.11%
-------------------------- -------------- ------------- -----------
Chief Executive &
Steven Poulton Director 654,205 6,524,205 5.56%
-------------------------- -------------- ------------- -----------
Matthew Grainger* Executive Director 18,691 2,127,589 1.81%
-------------------------- -------------- ------------- -----------
Robert 'Woody'
Milroy Non-Executive Director 200,000 600,000 0.51%
-------------------------- -------------- ------------- -----------
Martin Keylock Chief Financial Officer 14,018 20,746 0.02%
-------------------------- -------------- ------------- -----------
Alister Hume Business Development 28,784 40,497 0.03%
-------------------------- -------------- ------------- -----------
Total 13,908,175 52,950,699 45.13%
---------------------------------------------- -------------- ------------- -----------
* Shares acquired by Mrs Anna Grainger, spouse and a Person
Closely Associated with Matthew Grainger
Fundraise Details
The Fundraise Price of 53.5p / C$0.90 per Fundraise Share
represents a discount of approximately 15 percent to the mid-market
closing price on AIM on 13 December 2021. The Fundraise in
aggregate comprises the issue of 36,930,143 new Ordinary Shares,
raising gross proceeds of GBP19.8 million (approximately US$26.1
million). The Fundraise Shares being issued represent, in
aggregate, approximately 31.5% percent of the Company's enlarged
Ordinary Share capital on completion of the Fundraise.
When issued, the Fundraise Shares will be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such
shares after the date of issue. The Fundraise Shares are subject to
a four month restriction on resale in Canada (including through the
TSX Venture Exchange ("TSX-V")) expiring on 16 April 2022. The
Fundraise Shares were also sold to Australian professional or
sophisticated investors.
The Fundraise is conditional, amongst other things, on the
admission of the Fundraise Shares to trading on the AIM market of
the London Stock Exchange and the approval of the TSX-V. The
Subscription is conditional on the admission of the Placing Shares.
Application has been made for AIM Admission of the Fundraising
Shares and it is expected that AIM Admission of the Fundraise
Shares will take place on or before 8.00 a.m. (London time) on or
around 15 December 2021 and that dealings in the Fundraise Shares
on AIM will commence at the same time.
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 "US 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 US 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.
Related Party Transaction
La Mancha, as a substantial shareholder holding a 35.08% stake
in the Company, is a "related party" pursuant to the AIM Rules for
Companies and Canadian Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions ("MI 61-101").
Accordingly, La Mancha's subscription in the Subscription
constituted a related party transaction pursuant to AIM Rule 13 and
MI 61-101 ("Related Party Transaction").
All subscriptions by the Company's directors ("Directors'
Subscriptions") and officers also constituted related party
transactions under MI 61-101. The Directors' Subscriptions also
constituted related party transactions under the AIM Rules for
Companies.
Accordingly, the independent director of the Company, being
Michael Winn considers, having consulted with Company's nominated
adviser, SP Angel Corporate Finance LLP, that the terms of the
Related Party Transaction and the Directors' Subscriptions are fair
and reasonable insofar as the shareholders of the Company are
concerned.
Due to the timing of the Fundraise and Bookbuild, the Company
was unable to file a material change report with the appropriate
Canadian securities regulators more than 21 days before the closing
of the Fundraise.
Total Voting Rights
Following Admission, there will be a total of 117,321,678
Ordinary Shares in issue, none of which are held in treasury.
Shareholders should use that number as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
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
BMO Capital Markets Limited (Sole Bookrunner)
Tom Rider / Pascal Lussier Duquette Tel: +44 (0) 20 7236 1010
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 Tel: +44 (0) 20 3470 0471
Rob Rees Tel: +44 (0) 20 3470 0535
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 .
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. Upon publication
of this announcement, the inside information is now considered to
be in the public domain for the purposes of MAR.
IMPORTANT NOTICES
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.
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.
Forward Looking Statements
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected financial results, are forward -- looking
statements. Any statements contained in this Announcement that are
not statements of historical fact are, or may be deemed to be,
forward -- looking statements. These forward-looking statements,
which may use words such as "aim", "anticipate", "believe",
"could", "intend", "estimate", "expect", "may", "plan", "project"
or words or terms of similar meaning or the negative thereof, are
not guarantees of future performance and are subject to known and
unknown risks and uncertainties. There are a number of factors
including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial
condition, performance or achievements to differ materially from
those expressed or implied by these forward -- looking statements.
Many of these risks and uncertainties relate to factors that are
beyond the Company's ability to control or estimate precisely, such
as changes in taxation or fiscal policy, future market conditions,
currency fluctuations, the behaviour of other market participants,
the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and
regulatory framework in which the Company operates or in economic
or technological trends or conditions, including inflation,
recession and consumer confidence, on a global, regional or
national basis. Given those risks and uncertainties, readers are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of
this Announcement. Each of the Company, BMO, Shard Capital and SP
Angel expressly disclaims any obligation or undertaking to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise unless required to do
so by applicable law or regulation.
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 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 US Securities Act or the applicable laws of other
jurisdictions.
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.
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.
1 Details of the relevant person / person closely associated
a) Name 1. Steve Poulton
2. David Netherway
3. Anna Grainger
4. Robert 'Woody' Milroy
5. Martin Keylock
6. Alister Hume
--------------------------- -----------------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------------
a) Position/status 1. CEO
2. Non-Executive Chairman
3. Person Closely Associated with Matthew Grainger,
Executive Director
4. Non-Executive Director
5. PDMR (non-board)
6. PDMR (non-board)
--------------------------- -----------------------------------------------------
b) Initial notification/ INITIAL NOTIFICATION
Amendment
--------------------------- -----------------------------------------------------
3 Details of the issuer
----------------------------------------------------------------------------------
a) Name ALTUS STRATEGIES PLC
--------------------------- -----------------------------------------------------
b) LEI 213800IP93D9LMFIUA28
--------------------------- -----------------------------------------------------
4 Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii each type of transaction; (iii each
date; and (iv) each place where transactions have been conducted
----------------------------------------------------------------------------------
a) Description of the SHARE
financial instrument,
type of instrument
Identification code ISIN: GB00BJ9TYB96
--------------------------- -----------------------------------------------------
b) Nature of the transaction PURCHASE OF ORDINARY SHARES
--------------------------- -----------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. GBP0.535 654,205
--------- ----------
2. GBP0.535 37,383
--------- ----------
3. GBP0.535 18,691
--------- ----------
4. GBP0.535 200,000
--------- ----------
5. GBP0.535 14,018
--------- ----------
6. GBP0.535 28,784
--------- ----------
--------------------------- -----------------------------------------------------
d) Aggregated information
Aggregated volume 953,081
Price GBP0.535
-------------------------------- -----------------------------------------------------
e) Date of the transaction 14 December 2021
--------------------------- -----------------------------------------------------
f) Place of the transaction Off-market
--------------------------- -----------------------------------------------------
**END**
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