Altus Strategies Plc Scheme Becomes Effective
On 14 June 2022, the boards of Altus Strategies Plc ("Altus" or the "Company") (AIM:ALS) (TSXV:ALTS) (OTC:ALTUF) and Elemental Royalties Corp. ("Elemental") announced that they had reached agreement on the terms of a recommended share-for-share merger of equals of Elemental and Altus with the entire issued and to be issued share capital of Altus being acquired by Elemental (the "Merger"). The Merger has been put forward to Scheme Shareholders by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). The scheme document in connection with the Merger was published on 12 July 2022 (the "Scheme Document"). Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London times unless otherwise stated.On 12 August 2022, Altus announced that the High Court of Justice of England and Wales had sanctioned the Scheme at the Sanction Hearing on 12 August 2022 (the "Court Sanction Date").
Altus and Elemental are pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued ordinary share capital of Altus is now owned by Elemental.
Settlement of consideration
Scheme Shareholders on Altus' register of members at the Scheme Record Time, being 10:00 p.m. on 15 August 2022, are entitled to receive 0.5940 New Elemental Shares for each Scheme Share held.
Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by either (i) entering their names as registered owner in respect of the relevant New Elemental Shares through the Direct Registration System (for Scheme Shareholders holding Scheme Shares on the UK Register or Canadian Register in certificated form or DRS form), (ii) by crediting of CREST accounts with Elemental CDIs in respect of such Scheme Shareholder's entitlement to New Elemental Shares (for Scheme Shareholders holding Scheme Shares in uncertificated form in CREST), or (iii) by crediting the appropriate CDS account with the New Elemental Shares in respect of such Scheme Shareholder's entitlement to New Elemental Shares (for Scheme Shareholders holding Scheme Shares in uncertificated form in CDS) as soon as practicable and in any event not later than 30 August 2022, being 14 days after the Effective Date of the Scheme, as set out in the Scheme Document.
Suspension of trading and cancellation of admission to trading of Altus Shares
The admission to trading of, and dealings in, Altus Shares have been suspended on the London Stock Exchange's AIM market and halted on the TSX Venture Exchange (the "TSX-V") with effect from the commencement of trading on Tuesday 16 August 2022. An application has been made to the London Stock Exchange in relation to the cancellation of the admission to trading of Altus Shares on the London Stock Exchange's AIM market which is expected to take effect at 7:00 a.m. on Wednesday 17 August 2022. Further applications were made to withdraw the Altus Shares' designation on OTCQX and to delist the Altus Shares from TSX-V, expected to take effect at 9:00 a.m. (New York time) and 4:30 p.m. (Toronto time) on Wednesday 17 August 2022, respectively.
Altus Board appointment and resignations
As the Scheme has now become Effective, Altus duly announces that, as of today's date, Michael Winn and Gérard De Hert have tendered their resignations and have stepped down from the Altus Board.
Dealing disclosures
Altus is no longer in an "Offer Period" as defined in the City Code on Takeovers and Mergers and accordingly the dealing disclosure requirements previously notified to investors no longer apply.
Full details of the Merger are set out in the Scheme Document.
For further information you are invited to visit the Company's website www.altus-strategies.com or contact:
| Altus Strategies plc | +44 (0) 1235 511 767 |
| Steven Poulton, Chief Executive | |
| UBS (Financial Adviser to Altus) | +44 (0) 20 7567 8000 |
| Jason Hutchings | |
| Sandip Dhillon | |
| Frank Geary | |
| SP Angel Corporate Finance LLP (Nominated Adviser) | +44 (0) 20 3470 0470 |
| Richard Morrison Adam Cowl | |
| SP Angel Corporate Finance LLP (Broker) Grant Barker Rob Rees | +44 (0) 20 3470 0471 |
| Shard Capital Partners LLP (Broker) Damon Heath Isabella Pierre | +44 (0) 20 7186 9927 |
| Yellow Jersey PR (Financial PR & IR to Altus) | +44 (0) 20 3004 9512 |
| Charles Goodwin | |
| Henry Wilkinson | |
| +44 (0) 7554 872 794 | |
| Frederick Bell, CEO and Director | |
| Canaccord Genuity Limited (Financial Adviser to Elemental) | +44 (0) 20 7523 8000 |
| Raj Khatri | |
| James Asensio | |
| David Sadowski | |
| Brad Cameron | |
| Longview Communications & Public Affairs (Financial PR & IR to Elemental) | +1 604 694 6035 |
| Alan Bayless | |
| Fasken Martineau LLP is retained as legal adviser to Elemental | +44 (0) 20 7917 8500 |
| Norton Rose Fulbright LLP is retained as UK legal adviser to Altus | +44 (0) 20 7283 6000 |
About Altus Strategies plc
Altus Strategies Plc (AIM: ALS, TSX-V: ALTS & OTCQX: ALTUF) is an income generating mining royalty company, with a diversified portfolio of production, pre-production and discovery stage 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. Altus has established a global portfolio comprising 33 royalty interests and 26 project interests across nine countries and nine metals. 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.
Important notices relating to financial advisers
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom and is acting as financial adviser to Altus and for no one else in connection with the Merger and other matters referred to in this announcement and will not be responsible to anyone other than Altus for providing the protections afforded to its clients or for providing advice in relation to the Merger, the contents of this announcement or any other matters referred to in this announcement. Neither UBS nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of UBS in connection with any matter referred to in this announcement or otherwise.
SP Angel is authorised and regulated by the FCA in the United Kingdom and is acting as nominated adviser and broker to Altus and for no one else in connection with the Merger and other matters referred to in this announcement and will not be responsible to anyone other than Altus for providing the protections afforded to its clients or for providing advice in relation to the Merger, the contents of this announcement or any other matters referred to in this announcement. Neither SP Angel nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of SP Angel in connection with any matter referred to in this announcement or otherwise.
Canaccord Genuity Limited, which is authorised and regulated by the FCA in the United Kingdom, and Canaccord Genuity Corp. (together, "Canaccord Genuity") are acting as financial adviser to Elemental and for no one else in connection with the Merger and other matters referred to in this announcement and will not be responsible to anyone other than Elemental for providing the protections afforded to their clients or for providing advice in relation to the Merger, the contents of this announcement or any other matters referred to in this announcement. Neither Canaccord Genuity nor any of their subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with any matter referred to in this announcement or otherwise.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
