On 14 June 2022, the Boards of Altus Strategies PLC ('Altus') and Elemental Royalties Corp. ('Elemental') announced that they reached agreement on the terms and conditions 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').
It is intended that the Merger will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (England and Wales). 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, UK times unless otherwise stated.
Recommendation
The Altus Board, who have been so advised by UBS as to the financial terms of the Merger, consider the terms of the Merger to be fair and reasonable. In providing their advice, UBS have taken into account the commercial assessments of the Altus Board.
Accordingly, the Altus Board have unanimously approved the Merger and unanimously recommend that the Scheme Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as the Altus Directors who are interested in Altus Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and those of their connected persons).
UBS is providing independent financial advice to the Altus Board for the purposes of Rule 3 of the UK Takeover Code.
Notices of the Court Meeting and the General Meeting
To become effective in accordance with its terms, the Scheme requires, among other things, the approval of Altus Shareholders at the Court Meeting and the General Meeting and the sanction of the Court. The Scheme will need to be approved by a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting, representing 75 per cent. or more of the voting rights of all Scheme Shares voted by such Scheme Shareholders, as described in the Scheme Document. The Scheme is also subject to the satisfaction or waiver of the other Conditions set out in the Scheme Document.
The Court Meeting and the General Meeting will both be held at the offices of Altus at The Orchard Centre, 14 Station Road, Didcot, Oxfordshire, United Kingdom, OX11 7LL on Monday, 8 August 2022. The Court Meeting will start at 3.00 p.m. and the General Meeting will start at 3.15 p.m. (or as soon thereafter as the Court Meeting has concluded or has adjourned).
Publication of Rule 15 Letters
In accordance with Rule 15 of the UK Takeover Code, participants in the Altus Share Plan will be contacted today by way of joint letter (the 'Rule 15 Letters'). The Rule 15 Letters contain details regarding the effect of the Scheme on participants' rights under the Altus Share Plan and the arrangements applicable to those participants, including details of appropriate proposals being made, competent independent advice in relation to such proposals and relevant dates and times.
Timetable
If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.
Suspension of dealings and cancellation of admission to trading of Altus Shares
It is intended that dealings in Altus Shares (including Altus Shares underlying the Altus ADSs) will be suspended at 7.30 a.m. on Tuesday, 16 August 2022. It is further intended that an application will be made to the London Stock Exchange to cancel trading in Altus Shares on AIM and to the TSX Venture Exchange to delist Altus Shares, and the Company will be re-registered as a private limited company and application made to the applicable Canadian securities commissions to cease being a reporting issuer, to take effect on or shortly after 16 August 2022. A resolution to approve the re-registration will be proposed at the General Meeting. The above dates are indicative only and will depend, among other things, on the dates upon which the High Court sanctions the Scheme.
Helpline
If you have any questions about this document, the Court Meeting or the General Meeting or how to complete the Forms of Proxy, please contact Altus' registrar, Computershare, between 9.00 a.m. and 5.30 p.m. on Monday to Friday (except public holidays) on 0370 707 1884 or +44 (0) 370 707 1884 (if calling from outside the UK). Please note that calls may be monitored or recorded and Computershare cannot provide legal, tax or financial advice or advice on the merits of the Scheme.
Contact:
Tel: +44 (0) 1235 511 767
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of an offer to buy any securities, any vote or approval in any jurisdiction pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer of securities of Altus in any jurisdiction in contravention of applicable law. The Merger will be implemented solely pursuant to the terms of the Scheme Document (or, if the Merger is implemented by way of an Offer, the Offer Document), which will contain the full terms and conditions of the Merger, including details of what action is required from Altus Shareholders in respect of the Merger. Any decision in respect of, or other response to, the Merger should be made only on the basis of the information in the Scheme Document (or, if the Merger is implemented by way of an Offer, the Offer Document).
Altus urges Altus Shareholders to read the Scheme Document (or, if the Merger is implemented by way of an Offer, the Offer Document) carefully as it will contain important information relating to the Merger.
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.
Disclaimers
UBS AG London Branch ('UBS') is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority 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 client or for providing advice in relation to the Merger, the contents of this announcement or any other matters referred to in this announcement.
SP Angel Corporate Finance LLP ('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 client or for providing advice in relation to the Merger, the contents of this announcement or any other matters referred to in this announcement.
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 client or for providing advice in relation to the Merger, the contents of this announcement or any other matters referred to in this announcement.
About Altus Strategies PLC
Altus Strategies (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.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this announcement, including information relating to future financial or operating performance and other statements that express the expectations of the Directors or estimates of future performance constitute 'forward-looking statements'. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, without limitation, the inability to obtain shareholder, regulatory and court approvals. Readers are cautioned not to place undue reliance on the forward-looking information, which speak only as of the date of this announcement and the forward-looking statements contained in this announcement are expressly qualified in their entirety by this cautionary statement.
Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is based on assumptions made in good faith and believed to have a reasonable basis. The forward-looking statements contained in this announcement are made as at the date hereof and the Company assumes no obligation to publicly update or revise any forward-looking information or any forward-looking statements contained in any other announcements whether as a result of new information, future events or otherwise, except as required under applicable law or regulations.
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.
ELEMENTAL ALTUS ROYALTIES CORP. 
