Vancouver, British Columbia–(Newsfile Corp. – November 21, 2017) – Legend Gold Corp. (the “Company” or “Legend”) (TSXV: LGN) announces that, further to its press release of October 11, 2017, it has executed a definitive binding arrangement agreement (the “Agreement”) with Altus Strategies Plc (“Altus”). Altus, is a UK-based prospect generator with a portfolio of projects in Africa and is listed on AIM (ALS).
The Agreement sets out the terms and conditions pursuant to which Altus will acquire through an all-stock transaction the entire issued and outstanding common shares of LGN Holdings (BVI) Inc. (“LGN”) being the owner of the Legend Projects, by way of a Plan of Arrangement pursuant to the laws of the province of British Columbia in Canada (the “Arrangement”). The Arrangement is subject to, among other things, Legend Shareholder, Court, and regulatory approvals.
Under the Arrangement Legend will distribute the common shares in Altus (“Altus Shares”) it receives, to Legend shareholders on the basis of three Altus Shares for each common share they hold in Legend (“Legend Shares”). The holders of outstanding warrants of Legend (“Legend Warrants”) will be entitled to receive, upon exercise of their securities, the number of Altus Shares which the holders would have been entitled to receive as a result of the Arrangement, if immediately prior to the effective date the holders had exercised their Legend Warrants.
Following the completion of the Arrangement, LGN will be a wholly owned subsidiary of Altus and existing Altus shareholders and Legend shareholders will each own approximately 72.4% and 27.6% of the combined company, respectively, on a non-diluted basis.
Highlights of Arrangement:
- Legend shareholders to own 27.6% of the enlarged undiluted issued share capital of Altus
- Legend shareholders to receive three (3) Altus Shares for each Legend Share they hold (the “Exchange Ratio”)
- Michael Winn (CEO of Legend) to join the board of Altus as a non-executive director
- Legend valued at approximately £3.4m / C$5.7m based on current price of Altus Shares
- The Arrangement is subject to, among other things, Legend shareholder, court, and regulatory approvals
- Altus to seek a dual listing on the TSX-V concurrently with the closing of the Arrangement
Michael Winn, Chief Executive and Chairman of Legend, commented:
“Our combination with Altus will be positive and transformational for all Legend stakeholders, with an immediate premium for current shareholders. Altus is a Project Generator focused on Africa, which was founded and is managed by a team who have a considerable track record in creating shareholder value from mineral exploration in the region. Altus was established in 2007 and listed on London’s AIM exchange in August 2017. Despite the bear market since 2011, Altus has grown a substantial and diversified portfolio of projects; including discoveries in Cameroon, Ethiopia, Liberia and Morocco, principally in gold, copper-silver, bauxite and iron ore. Altus has a strong shareholder register including its board and management. Not only does Altus have the requisite skills and expertise to advance Legends’ projects, our shareholders will benefit significantly from exposure to their diversified project generator portfolio and clear growth trajectory.”
Steven Poulton, Chief Executive of Altus, commented:
“We are delighted to have concluded this agreement with Legend which has a portfolio of high quality and strategically located gold projects in western and southern Mali. We are also delighted that, on completion of the Proposed Transaction, Michael Winn will be joining the Altus board as a non-executive director, Dr. Demetrius Pohl will be joining as an advisor and Ambogo Guindo will join our team as an advisor to the Mali operation.“
Benefits of the Arrangement for Legend Shareholders:
- Delivers a significant premium to their current investment in Legend
- Continued exposure to Legend’s assets through the enlarged entity
- New exposure to a portfolio of projects, diversified by commodity and geography in Africa
- A strengthened management team with a strong track record in creating shareholder value
- Enhanced liquidity from a larger well-established company with a strong shareholder base
Benefits of the Arrangement for Altus Shareholders:
- Acquisition of an advanced portfolio of strategically located gold projects in Mali
- The Diba oxide gold resource is located 20km from the Sadiola gold mine
- Artisanal workings indicate significant exploration upside at Lakanfla and other projects
- Deal brings a joint venture partner in Resolute Mining Ltd, earning in on Pitiangoma Est
- Opportunity to list Altus on the TSX-V with an established North American shareholder base
Altus will acquire all of the outstanding LGN Shares and effectively a 100% interest in the Legend Projects. Legend shareholders will receive three Altus Shares for each Legend Share they hold. This Arrangement will result in the issuance of an aggregate of 41,060,256 new Altus Shares to Legend shareholders, representing 27.6% of the enlarged issued share capital of Altus immediately following the Arrangement, based on the current Altus issued share capital of 107,680,814.
The Arrangement will be implemented by way of a Plan of Arrangement under the Business Corporations Act (British Columbia) and is subject to a number of conditions, including but not limited to:
- receipt of all necessary regulatory, shareholder, court and third-party approvals and compliance with all regulatory requirements, including without limitation, receiving all necessary approvals from Legend shareholders, the TSX-V and AIM; and
- no material adverse changes in the financial condition, assets or liabilities (contingent or otherwise) of either Altus or Legend having occurred.
Board of Directors Support and Recommendations
Altus’ officers and directors holding in aggregate approximately 40% of the currently issued and outstanding shares of Altus, have agreed to vote in favor of any Altus shareholder resolutions required to complete the Proposed Transaction. Altus will seek shareholder authority for the issue of the new Altus Shares and a disapplication of pre-emptive rights to permit the issue of Altus Shares to the shareholders of Legend. Legend will seek shareholder authority to approve the Proposed Transaction. Legend’s directors, officers and consultants holding approximately 58% of the currently issued and outstanding shares of Legend, have agreed to vote in favor of the Arrangement.
Altus is a diversified and Africa focused project generator in the natural resource sector. Through their subsidiaries they seek to discover new projects and attract third party capital to fund their growth, development and ultimately have a positive exit option. This strategy enables Altus to remain focused on the acquisition of new opportunities to be fed into the project generation cycle and aims to minimize shareholder dilution. Altus’ business model is designed to create a growing portfolio of well-managed and high-growth potential projects which is diversified by commodity and by country. Altus aims to position its shareholders at the vanguard of value creation, but with significantly reduced risks traditionally associated with investments in the mineral exploration sector.
The following is a summary of the Altus’s key projects:
Cameroon – Gold
Altus holds the 189 km2 Laboum gold exploration license in northern Cameroon through its 99% owned subsidiary Auramin Ltd. At Laboum, an approximately 18 km long by 5 km wide gold-bearing shear zone has been discovered. In addition, close to 1 km of quartz veins have been discovered with exposed widths of between 1 m and 40 m. High resolution ground geophysics and a concurrent gold-in-soil survey are defining priority targets for a systematic trenching program.
Morocco – Copper
Altus holds the 60 km2 Agdz copper-silver exploration license in central Morocco through its 100% owned subsidiary Aterian Resources Ltd. Five prospects have been defined on the license to date. The project is located close to a number of operating mines, notably the recently commissioned Bouskour Cu-Ag mine located 14 km NE of Agdz.
Altus’100% owned subsidiary Aterian Resources Ltd also holds 226 km2 across five exploration licenses throughout Morocco. The licenses areas are prospective for zinc, lead, copper, tin, tungsten and gold.
Ethiopia – Copper
Altus holds the 322 km2 Tigray-Afar and Negash copper-silver exploration licenses (‘Tigray-Afar’) in northern Ethiopia through its 100% owned subsidiary Altau Resources Ltd. Tigray-Afar is subject to a memorandum of agreement with Japan Oil Gas and Metals Corporation (JOGMEC) and contains manto style copper-silver mineralization, as lenses, pipes and veins.
Cameroon — Bauxite & Iron Ore
Altus holds the 601 km2 Birsok & Mandoum bauxite exploration licenses in central Cameroon through its 97.3% owned subsidiary Aluvance Ltd. The Birsok & Mandoum licenses are subject to a joint venture agreement with ASX-listed Canyon Resources Ltd. The project is within 10 km of an operating rail line to the port of Douala on the Atlantic Ocean. Altus also holds the 400 km2 Bikoula & Ndjele iron ore exploration licenses in southern Cameroon through its 97.3% owned subsidiary Aluvance Ltd.
Liberia – Gold
Altus holds the 639.6 km2 Bella Yella gold exploration license in western Liberia through its 99% owned subsidiary Auramin Ltd. At Bella Yella a 7.5 km NE-SW striking gold in soil anomaly has been defined. A number of artisanal gold workings have been discovered on the anomalous area.
For further information regarding Altus, please visit its website www.altus-strategies.com or contact:
Altus Strategies Plc
David Netherway, Non-Executive Chairman
Steven Poulton, Chief Executive
Matthew Grainger, Executive Director
Greg Owen, VP Corporate Development
Tel: +44 (0) 1235 511 767
E: [email protected]
All information in this news release regarding Altus has been provided by Altus.
Dr. Demetrius Pohl, PhD., Certified Professional Geoscientist (CPG), Legend’s V.P. of Exploration, is the Company’s Qualified Person for the purposes of National Instrument 43-101 Standards of Disclosures for Mineral Projects of the Canadian Securities Administrators, and has approved the written disclosure of the technical information contained in this news release.
Legend is a Canadian mineral exploration company focused on gold exploration in Mali. Legend’s flagship projects include the Diba and Lakanfla projects. Further information is available at the Company’s website www.legendgold.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Michael Winn, President and Chief Executive Officer
Email: [email protected]
Telephone: (604) 696 9396
Dave Miles, Chief Financial Officer
Email: [email protected]
Telephone: (604) 696 9396
This press release has been prepared by Legend Gold Corp. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, disclosure regarding possible events, proposed completion of the Proposed Transaction, conditions or financial performance that is based on assumptions about future economic conditions and courses of action; the timing and costs of future exploration activities on the Company’s properties; success of exploration activities; permitting time lines and requirements; time lines for technical reports; planned exploration and development of properties and the results thereof; and planned expenditures and budgets and the execution thereof. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as “plans”, “expects” or “does not expect”, “is expected”, budget”, “scheduled”, “suggest”, “optimize”, “estimates”, “forecasts”, “intends”, “anticipates”, “potential” or “does not anticipate”, believes”, “anomalous” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including, but not limited to, that the current exploration and other objectives concerning its mineral projects can be achieved and that its other corporate activities will proceed as expected; that the current price and demand for gold will be sustained or will improve; that general business and economic conditions will not change in a materially adverse manner; the continuity of the price of gold and other metals, economic and political conditions and operations. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, risks related to the availability of financing on commercially reasonable terms and the expected use of proceeds; ability of Legend to obtain all necessary approvals and comply with regulatory requirements in relation to the Proposed Transaction and to ultimately complete the Proposed Transaction; operations and contractual obligations; changes in exploration programs based upon results of exploration; future prices of metals; availability of third party contractors; availability of equipment; failure of equipment to operate as anticipated; accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry; environmental risks; certainty of mineral licenses; community and governmental relations; delays in obtaining governmental approvals or financing; fluctuations in mineral prices; the nature of mineral exploration and mining and the uncertain commercial viability of certain mineral deposits; the Company’s lack of operating revenues; governmental regulations and the ability to obtain necessary licenses and permits; changes in environmental laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may increase costs of doing business and restrict operations; risks related to dependence on key personnel; and estimates used in financial statements proving to be incorrect; as well as those factors discussed in the Company’s public disclosure record. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, the Company does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.