Altus Strategies Plc (AIM: ALS), the Africa focused exploration project generator, announces a non-brokered private placement offering of units ("Units") to a minimum of C$2,545,050 and a maximum of C$5,000,100 at an issue price of C$0.15 per Unit (the “Offering”). Each Unit is comprised of one ordinary share in the capital of Altus (“Ordinary Share”) and one Ordinary Share purchase warrant of Altus ("Warrant") exercisable to purchase one Ordinary Share for five years from the closing of the offering (“Closing”) at an exercise price of C$0.30.
Sprott Capital Partners, a division of Sprott Private Wealth LP, and affiliates will act as finders in connection with the Offering (the "Finders"). Finder’s fees may be payable on all or a portion of the Offering, and will consist of a cash fee of up to 6.0% of the gross proceeds received from the sale of the Units sold to investors introduced by the Finders and that number of non-transferrable share purchase warrants (“Finder Warrants”) equal to 5.0% of the number of Units sold to investors introduced by the Finders, each Finder Warrant entitling the Finder to purchase one Ordinary Share for three years from the Closing at C$0.225.
The Company anticipates that certain directors and employees of the Company will participate in the Offering, including by way of receiving Units in settlement of outstanding debts, being fees and salaries that are payable as at Closing.
The net proceeds from the Offering will be used for exploration and generative activities on the Company’s licences in Africa and for general corporate purposes.
The Offering is being made in the Canadian provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Newfoundland and Ontario and in the United Kingdom and other jurisdictions as may be determined between the Company and the Finders, and is subject to the approval of applicable regulatory authorities. It is anticipated that the Offering will close in the week of April 2nd, 2018, and is subject to the completion of formal documentation, receipt of all necessary regulatory approvals and other customary conditions.
Update on TSX Venture Exchange Listing
The Company has made an application for the listing of its Ordinary Shares on the TSX Venture Exchange; approval is anticipated shortly after completion of this Offering. All of the securities sold pursuant to the Offering will be subject to a four month hold period from the date of Closing.
This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Statement re: Joint Broker
The Company notes the announcement today regarding Beaufort Securities Limited ("BSL") and Beaufort Asset Clearing Services Limited ("BACSL") being placed into insolvency and that the Financial Conduct Authority (the "FCA") has imposed requirements on BSL and BACSL to cease all regulatory activity.
BSL was the joint broker to the Company pursuant to the AIM Rules for Companies (the "AIM Rules"). As a result of the requirements imposed by the FCA, BSL will no longer be able to provide broking services to the Company and accordingly SP Angel will act as sole London broker to the Company in accordance with the AIM Rules.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement. For further information you are invited to visit the Company’s website www.altus-strategies.com or contact:
Altus Strategies Plc
Steven Poulton, Chief Executive
Matthew Grainger, Executive Director
Greg Owen, VP Corporate Development
Tel: +44 (0) 1235 511 767
SP Angel (Nominated Adviser)
Ewan Leggat / Richard Morrison / Soltan Tagiev
Tel: +44 (0) 20 3470 0470
SP Angel (Broker)
Elizabeth Johnson / Richard Parlons
Tel: +44 (0) 20 3470 0471
Blytheweigh (Financial PR)
Tim Blythe / Camilla Horsfall / Nick Elwes
Tel: +44 (0) 20 7138 3204
About Altus Strategies Plc
Altus is a diversified and Africa focused mineral exploration project generator. Through our subsidiaries we discover new projects and attract third party capital to fund their growth, development and ultimately exit optionality. This strategy enables Altus to remain focused on the acquisition of new opportunities to be fed into the project generation cycle and aims to minimise shareholder dilution. Our business model is designed to create a growing portfolio of well managed and high growth potential projects, diversified by commodity and by country. Altus currently has seventeen projects in eight commodities across five countries. We aim to position our shareholders at the vanguard of value creation, but with significantly reduced risks traditionally associated with investments in the mineral exploration sector.
This news release includes certain statements that may be deemed "forward looking statements" with the meaning of applicable securities laws. All statements in this news release, other than statements of historical facts, that address events or developments that Altus Strategies Plc expects to occur, are forward looking statements and involve known and unknown risks, uncertainties and other factors. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", “targets” and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. The Company believes the expectations, estimates, forecasts and projections expressed in such forward looking statements are based on reasonable assumptions. However, investors are cautioned that such statements are not guarantees of future performance and the Company cannot provide assurance that actual results or performance will not differ materially from those projected in the forward looking statements. Factors that could cause the actual results to differ materially from those in forward looking statements include changes in market prices, exploration results and the interpretation of other geological data, the ability of the Company to obtain, maintain, renew and/or extend required licences, permits, authorizations and/or approvals from the appropriate regulatory authorities and other risks relating to the legal and regulatory frameworks in jurisdictions where the Company operates, competitive conditions in the mineral exploration sector, the activities of artisanal miners, whose activities could delay or hinder exploration or mining operations, the risk that third parties to contracts may not perform as contracted or may breach their agreements, the ability to attract and retain key management and personnel, terrorism, civil strife, or war in the jurisdictions in which the Company operates, or in neighbouring jurisdictions which could impact on the Company’s exploration, development and operating activities, unanticipated costs and expenses, the continued availability of capital and financing on acceptable terms or at all, and general economic, market or business conditions.
Any references made in this news release to historical information, including historical geologic and technical information cannot be verified. A Qualified Person has not verified the sampling, analytical, and test data underlying any such historical information. The Company has obtained historical information from sources that it believes to be reliable and assumes it is accurate and complete in all material aspects. While the Company has carefully reviewed the available historical information, it cannot guarantee its accuracy and completeness. The forward looking information and statements included in this announcement are expressly qualified by this cautionary statement and are based on the beliefs, estimates and opinions of the Company on the date of this announcement. Except as required by securities laws the Company does not undertake any obligation to publicly update or revise any forward looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.