Elemental Royalties And Altus Strategies Complete Combination To Create A New Global Gold Royalty Champion
August 16, 2022 – Vancouver, BC: Elemental Royalties Corp. (“Elemental” or “the Company”) (TSX-V: ELE, OTCQX: ELEMF) is pleased to announce the completion of the previously announced share-for-share merger of equals (the "Merger") with Altus Strategies plc (“Altus”) (AIM: ALS, TSX-V: ALTS; OTCQX: ALTUF) to create a global gold royalty champion.
The Merger has created a diversified and scalable royalty company well positioned to acquire further high-quality, producing royalty and streaming assets and to serve as a platform for further consolidation in the royalty sector.
Elemental intends to change its name to ‘Elemental Altus Royalties Corp.’ and its trading symbol on the TSX-V will remain as ELE. On the OTCQX, the ticker remains ELEMF.
Following the closing of the Merger, the combined company’s board comprises the following eight directors: Steven Poulton (Executive Chairman), Frederick Bell (CEO), John Robins, Karim Nasr, Peter Williams, Martin Turenne, David Netherway, and Robert Milroy.
Frederick Bell, CEO of the combined company, commented: “A key driver for this Merger was the complementary management skills and strategies of both companies. We will continue our focus of acquiring accretive, uncapped precious metals royalties with a combination of near-term revenue and long-life production. We would also like to express our gratitude to Simon Collins for his support and contribution as a director of Elemental and in the lead-up to the Merger.”
Steven Poulton, Executive Chair of the combined company, added: “Our increased scale will enhance our access to the highest-quality royalty arrangements and will provide a solid negotiating position to reduce our cost of capital. As we succeed, we will target medium-term capital distributions and further consolidation within the royalty industry.”
The Merger was completed by way of a court-sanctioned scheme of arrangement (the “Scheme”) under the laws of the United Kingdom and was subject to approval by shareholders of Altus. The transaction was approved by Altus shareholders at two special shareholder meetings held on August 8, 2022 and the issuance of Elemental common shares under the terms of the Merger was approved by Elemental shareholders at Elemental’s annual general and special meeting held on August 8, 2022. On August 12, 2022, the United Kingdom High Court of Justice approved the Scheme under section 899 of the Companies Act 2006 pursuant to which the Merger is being implemented.
Under the Merger terms, Elemental acquired all issued and to be issued share capital of Altus, with each Altus share exchanged for 0.594 Elemental shares (the “Exchange Ratio”). The Exchange Ratio was agreed between the boards of Elemental and Altus taking into account the market capitalizations and relative net asset values of both companies.
The Company intends to publish consolidated 2022 guidance in the coming weeks.
Elemental will also apply to have Altus cease to be a reporting issuer in all applicable Canadian jurisdictions.
Early Warning Reporting
By virtue of its acquisition of all of the issued and outstanding Altus’ ordinary shares under the Merger, Elemental is required to file an early warning report pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report will be filed on Altus' SEDAR profile at www.sedar.com.
Advisors and Legal Counsel
Elemental’s financial advisor was Canaccord Genuity Limited. Fasken Martineau DuMoulin LLP acted as legal counsel to Elemental. Longview Communications and Public Affairs is Elemental’s strategic communications advisor.
Altus’s financial advisor was UBS AG London Branch. Norton Rose Fulbright LLP acted as legal counsel to Altus in the UK and Northwest Law Group acted as legal counsel to Altus in Canada. Yellow Jersey PR was Altus’s Financial PR and IR advisor.
About Elemental Royalties
Elemental is a TSX-V listed precious metals royalty company focused on acquiring royalties and streams over producing, or near producing, assets from established operators and counterparties. Elemental’s royalty portfolio was constructed over several years by taking a disciplined, highly selective and rigorous approach to acquisitions, targeting royalties without caps or buybacks, on assets with exceptional potential for resource growth, owned by industry-leading operators. Elemental’s vision is to build a world-class gold royalty company that offer investors superior exposure to gold with reduced risk, a high growth profile, and generates exceptional returns for shareholders.
On behalf of Elemental Royalties Corp.
CEO and Director
Elemental is a proud member of Discovery Group. For more information please visit: www.discoverygroup.ca or contact 604-653-9464.
TSX.V: ELE | OTCQX: ELEMF | ISIN: CA28619L1076
Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V.) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary note regarding forward-looking statements
This news release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology.
Forward-looking statements and information include, but are not limited to, statements with respect to the name of the combined company, the future growth, development and focus of the combined company, the acquisition of new royalties, further consolidation within the royalty industry, the publication of the combined company’s consolidated 2022 guidance, and the reporting issuer status of Altus. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies.
Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Elemental to control or predict, that may cause Elemental’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: the impact of general business and economic conditions, the absence of control over the mining operations from which Elemental will receive royalties, risks related to international operations, government relations and environmental regulation, the inherent risks involved in the exploration and development of mineral properties; the uncertainties involved in interpreting exploration data; the potential for delays in exploration or development activities; the geology, grade and continuity of mineral deposits; the impact of the COVID-19 pandemic; the possibility that future exploration, development or mining results will not be consistent with Elemental’s expectations; accidents, equipment breakdowns, title matters, labour disputes or other unanticipated difficulties or interruptions in operations; fluctuating metal prices; unanticipated costs and expenses; uncertainties relating to the availability and costs of financing needed in the future; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations; currency fluctuations; regulatory restrictions, including environmental regulatory restrictions; liability, competition, loss of key employees and other related risks and uncertainties. For a discussion of important factors which could cause actual results to differ from forward-looking statements refer to the annual information form of Elemental for the year ended 31 December 2021. Elemental undertakes no obligation to update forward-looking statements and information except as required by applicable law. Such forward-looking statements and information represents management's best judgment based on information currently available. No forward-looking statement or information can be guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.