Altus Closes Over-Subscribed £7.70m / C$13.35m Equity Fundraising and Appoints Shard Capital Partners LLP as Joint Broker

Altus Strategies Plc (AIM: ALS, TSX-V: ALTS, OTCQX: ALTUF) announces that it has conditionally raised £7.70 million / C$13.35 million (before expenses) by way of an oversubscribed placing and subscription of 10,266,668 new ordinary shares (“Ordinary Shares”) at an issue price of £0.75 / C$1.30 per share (the “Issue Price”), with existing and new institutional and private investors (the “Fundraising”).

Highlights:

• Completion of over-subscribed Fundraising raising £7.70 million / C$13.35 million
• Strategic investor La Mancha has subscribed for 35.43% of the Fundraising
• Fundraising has attracted new institutional and family office investors to the share register
• Altus Directors and PMDRs participated in the Fundraising
• Net proceeds primarily used to accelerate gold exploration programmes in Egypt and Mali
• Shard Capital Partners LLP appointed as joint broker

Steve Poulton, Chief Executive of Altus, commented:

“We are delighted to announce the completion of this oversubscribed Fundraising, raising a total of £7.70 million / C$13.35 million at £0.75 / C$1.30 per share. The Fundraising was cornerstoned by our strategic shareholder La Mancha, subscribing pro rata to its 35.43% shareholding. Following the completion of the Fundraising, Altus has a strong balance sheet, comprising approximately £12.5 million / C$21.6 million in cash and £1.5 million / C$2.6 million in listed equities.

“Altus is a mining royalty generator which has assembled and is continuing to aggressively grow a strong and diversified portfolio of high quality and strategically located gold and base metal project and royalty interests across Africa. The net proceeds from this Fundraising will be used to aggressively accelerate our exploration programmes primarily in Egypt and Mali, as well as enable us to consider potential project and royalty acquisition opportunities.

“With this Fundraising we are also delighted to have strengthened our shareholder base with a number of notable institutions, family offices and private investors who share our vision. The Board of Altus welcomes these shareholders to the Company and thanks all of its shareholders for their continued support.”

Details of the Fundraising

The Fundraising was cornerstoned by the Company’s largest and strategic shareholder La Mancha Holding S.à r.l. (“La Mancha”) and included participation by certain Directors and Persons Discharging Managerial Responsibilities (“PDMR”). The Fundraising was led by joint brokers SP Angel Corporate Finance LLP (“SP Angel”) and Shard Capital Partners LLP (“Shard”).

The Issue Price represents a discount of approximately 8.0 per cent. to the closing mid-market AIM price of £0.815 / C$1.41 on Friday 19 March 2021, being the last trading day prior to the release of this announcement of the Fundraising. The new Ordinary Shares will represent approximately 12.77 % of the Company’s enlarged issued share capital on Admission.

The Fundraising is conditional, amongst other things, on the admission of the new Ordinary Shares to trading on the AIM market of the London Stock Exchange (“Admission”) and approval of the TSX Venture Exchange (“TSX-V”). Application has been made to the London Stock Exchange for 10,266,668 new Ordinary Shares to trading on AIM and it is expected that Admission and dealings in these new Ordinary Shares will commence on AIM at 8.00 a.m. on, or around, Wednesday 24 March 2021.

The Ordinary Shares issued to La Mancha and the Altus directors and officers participating in the Fundraising, as described below, will be subject to a TSX-V four-month hold period and the Ordinary Shares issued to Canadian investors will be subject to a Canadian regulatory four-month hold period. The hold periods will expire on Monday 26 July 2021.

Details of Director and PDMR subscriptions

Details of Director and PDMR subscriptions in the Fundraising are outlined below:

Steve Poulton (CEO) – 37,061 shares (5,757,061 shares post admission or 7.16%)
Matthew Grainger (Exec Director) – 13,333 shares (2,098,899 shares post admission or 2.61%)
Alister Hume (Business Development) – 7,000 shares (7,000 shares post admission or 0.01%)
Richard Belcher (VP Exploration) – 6,666 shares (6,666 shares post admission or 0.01%)
Will Slater (VP Operations) – 6,000 shares (222,104 shares post admission or 0.28%)

Related Party Transaction

La Mancha, as a substantial shareholder, 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 Fundraising constitutes a related party transaction pursuant to AIM Rule 13 and MI 61-101 (“Related Party Transaction”). The subscriptions by the five Altus Directors and Officers also constitute Related Party Transactions under MI 61-101.

The Directors of the Company, excluding Karim Nasr (being the board representative of La Mancha) and those Directors participating in the Fundraising, having consulted with SP Angel Corporate Finance LLP, consider that the terms of the Related Party Transaction are fair and reasonable insofar as the shareholders of the Company were concerned.

A Material Change Report was not filed at least 21 days before the closing of the Fundraising as required by MI 61-101 as there was insufficient time to file the Report before closing. The Related Party Transactions are exempt from (i) the formal valuation requirements of MI 61-101 as the Ordinary Shares are not traded on any of the stock exchanges prescribed by MI 61-101 and (ii) the minority shareholder requirements of MI 61-101 as the Fundraising does not exceed 25% of the Company’s market capitalisation.

Use of Proceeds

The net proceeds of the Fundraising (approx. £7.58 million / C$13.14 million) are to be used as follows:

• £2.00 million / C$3.47 million – Egypt exploration programmes
• £2.00 million / C$3.47 million – New royalty or project acquisitions
• £0.80 million / C$1.38 million – up to 10,000m of drilling planned for Q2 2021 and a Preliminary Economic Assessment at the Diba gold project in Mali
• £2.78 million / C$4.82 million – General working capital

Total Voting Rights

Following Admission, there will be a total of 80,384,269 Ordinary Shares in issue (issued), 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.

No offer or solicitation

This Announcement is for information purposes only and does not constitute an invitation to any person to purchase or subscribe for shares in the Company or any other securities or engage in any form of investment activity. This Announcement is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States of America its territories and possessions, any state of the United States or the District of Columbia (collectively, the “United States”), Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement is directed only at persons in member states of the European Economic Area (“EEA”) who are “qualified investors” (“Qualified Investors”) within the meaning of Article 2(e) of Regulation (EU) 2017/1129, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the “Prospectus Regulation”). In addition, in the United Kingdom, this Announcement and any offer if made subsequently is directed only at Qualified Investors, who are also (i) persons who have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) high net worth entities falling within Article 49(2) of the Order or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as “relevant persons”). This Announcement must not be acted on or relied on (i) in any member state of the European Economic Area, by any person who is not a Qualified Investor (ii) in the UK, by any person who is not a relevant person.

The Fundraising does not constitute a public offer of securities and accordingly no offer document, prospectus or admission document has been or will be approved by the FCA in relation to the Fundraising.

Appointment of Broker

The Company announces the appointment of Shard Capital Partners LLP (“Shard”) as its joint broker with immediate effect. Shard will work alongside the Company’s existing broker, SP Angel. SP Angel will continue to act as the Company’s Nominated Adviser.

Broker Warrants

The Company has agreed to issue warrants over a total of 63,065 ordinary shares to SP Angel and Shard exercisable at a price of 112.5 pence per ordinary share for a period of two years from the date of completion of the Fundraising in accordance with the terms of their engagement letter.

In the TV clip, CEO Steve Poulton provides an overview Altus and its unique strategy