Leg­end Gold to be ac­quired by Al­tus Strate­gies

Stockwatch Daily - - FRONT PAGE - Mr. Michael Winn re­ports

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.

High­lights:

• 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.”

Pro­posed trans­ac­tion

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 (karenb@stock­watch.com).

Brian Eric Bay­ley, Ger­ard de Hert, Ter­ence Srab Ort­slan, Michael Dempsey Winn

(LGN) Shares: 13,686,752

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