Legend Gold to be acquired by Altus Strategies
LEGEND GOLD Corp. has signed a non-binding letter of intent with Altus Strategies PLC, a United Kingdombased prospect generator listed on the Alternative Investment Market, whereby Altus will acquire Legend. The LOI sets out the terms and conditions for Altus to acquire all the issued and outstanding common shares, unexercised warrants, and unexercised share purchase options through an all-stock transaction, which is anticipated to be completed by way of a plan of arrangement. The proposed transaction was negotiated at arm’s length between Legend and Altus.
• Legend shareholders to own 27.6 per cent of the enlarged undiluted issued share capital of Altus following the proposed transaction;
• Legend shareholders to receive three Altus ordinary shares for each Legend share they hold;
• Legend valued at approximately $5.7-million based on current price of Altus shares, a 110-per-cent premium to 20-day volume-weighted average price (VWAP);
• Subject to due diligence, final documentation, Legend shareholder, regulatory and other approvals;
• Definitive documentation to be negotiated by Oct. 31, 2017;
• Altus to seek a dual listing on the TSX Venture Exchange concurrently with the closing of the proposed transaction.
Michael Winn, chief executive and chairman of Legend, said: “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 Legend’s projects, our shareholders will benefit significantly from exposure to their diversified project generator portfolio and clear growth trajectory.”
Steven Poulton, chief executive of Altus, said: “We are delighted to have entered into this agreement with Legend which has a port folio of high-quality and strategically located gold projects in west-
ern 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 adviser and Ambogo Guindo will join our team as an adviser to the Mali operation.”
Altus proposes to acquire all the outstanding Legend shares and therefore effectively acquire a 100-per-cent interest in Legend’s projects. Legend shareholders will receive three Altus shares in exchange for each Legend share they hold. The exchange ratio represents a total deemed consideration for Legend of approximately 41 cents per Legend share, which represents a premium of approximately 110 per cent to Legend’s 20-day VWAP and 130 per cent to Legend’s share price as at the close of market on Oct. 10, 2017.
This proposed transaction will result in the issuance of a total of 41,060,256 new Altus shares to Legend shareholders, representing 27.6 per cent of the enlarged issued share capital of Altus immediately following the proposed transaction.
Support of transaction
Altus’s officers and directors holding, in total, approximately 40 per cent of the currently issued and outstanding shares of Altus have agreed to vote in favour 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 officers and directors holding, in total, approximately 53 per cent of the currently issued and outstanding shares of Legend have agreed to vote in favour of the proposed transaction.
We seek Safe Harbor.
Karen Baxter condensed this news release (email@example.com).
Brian Eric Bayley, Gerard de Hert, Terence Srab Ortslan, Michael Dempsey Winn
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