Altus Strategies Plc - Results of 19.8 million Pounds Sterling / US$26.1 million Fundraise
Altus Strategies Plc (AIM:ALS), (TSXV:ALTS), (OTC:ALTUF) announces that further to its announcement yesterday it has closed a placing of new ordinary shares of nominal value of £0.05 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:
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Fundraise completed raising gross proceeds of £19.8 million (approximately US$26.1 million)
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New Ordinary Shares to be issued at a price of 53.5p / C$0.90 per share
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Altus welcomes new institutional investors to its register
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La Mancha investment of £6.9 million to maintain its 35.08% strategic shareholding in Altus
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Altus directors and officers participated in the Subscription investing approximately £0.5 million (approximately US$0.7 million)
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Net proceeds of the Fundraise to be applied to the acquisition of up to 24 royalties from Newcrest Mining Ltd. (Newcrest") and for general corporate purposes
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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 £19.8 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 Shares being subscribed | Shareholding following Admission | % holding following 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% |
| Steven Poulton | Chief Executive & 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 £19.8 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:
| Steven Poulton, Chief Executive | Tel: +44 (0) 1235 511 767 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) Richard Morrison / Adam Cowl | Tel: +44 (0) 20 3470 0470 |
| SP Angel Corporate Finance LLP (Broker) Grant Barker Rob Rees | Tel: +44 (0) 20 3470 0471 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) Charles Goodwin / Henry Wilkinson | Tel: +44 (0) 20 3004 9512 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/ Amendment | INITIAL NOTIFICATION | |||||||||||||||||||||
| 3 | Details of the issuer | ||||||||||||||||||||||
| a) | Name | ||||||||||||||||||||||
| 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 financial instrument, type of instrument | SHARE | |||||||||||||||||||||
| Identification code | ISIN: GB00BJ9TYB96 | ||||||||||||||||||||||
| b) | Nature of the transaction | PURCHASE OF ORDINARY SHARES | |||||||||||||||||||||
| c) | Price(s) and volume(s) |
| |||||||||||||||||||||
| d) | Aggregated information | ||||||||||||||||||||||
| Aggregated volume | 953,081 | ||||||||||||||||||||||
| Price | £0.535 | ||||||||||||||||||||||
| e) | Date of the transaction | 14 December 2021 | |||||||||||||||||||||
| f) | Place of the transaction | Off-market | |||||||||||||||||||||
**END**
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.