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Legend Signs Letter of Intent to combine with Altus Strategies Plc







Legend Gold Corp. (TSX-V: LGN) announces that it has signed a non-binding Letter of Intent dated October 10, 2017 with Altus Strategies Plc  a UK-based prospect generator listed on AIM, 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 of Proposed Transaction:


  • Legend shareholders to own 27.6% of the enlarged undiluted issued share capital of Altus following the Proposed Transaction
  • Altus is listed on the AIM market (“AIM”) of the London Stock Exchange (AIM: ALS)
  • Legend shareholders to receive three (3) Altus Ordinary shares (“Altus Shares”) for each Legend share they hold (the “Exchange Ratio”)
  • Legend valued at approximately C$5.7 million based on current price of Altus Shares, a 110% premium to 20 day VWAP (as defined below)
  • Subject to due diligence, final documentation, Legend shareholder, regulatory and other approvals
  • Definitive documentation to be negotiated by 31 October 2017
  • All outstanding Legend Options and Legend Warrants will roll over on the same terms into Altus options and warrants, subject to adjustment to reflect the Exchange Ratio
  • Altus to seek a dual listing on the TSX-V concurrently with the closing of the Proposed Transaction



Michael Winn, Chief Executive and Chairman of Legend, commented:

“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 Legends’ projects, our shareholders will benefit significantly from exposure to their diversified project generator portfolio and clear growth trajectory.”



Steven Poulton, Chief Executive of Altus, commented:

“We are delighted to have entered into this agreement with Legend which has a portfolio of high quality and strategically located gold projects in western 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 advisor and Ambogo Guindo will join our team as an advisor to the Mali operation.”



Benefits of the Proposed Transaction for Legend Shareholders:


  • Delivers a significant premium to their current investment in Legend
  • Continued exposure to Legend’s assets through the enlarged entity
  • New exposure to a portfolio of projects, diversified by commodity and geography in Africa
  • A strengthened management team with a strong track record in creating shareholder value
  • Enhanced liquidity from a larger well-established company with a strong shareholder base



Benefits of the Proposed Transaction for Altus Shareholders:


  • Acquisition of an advanced portfolio of strategically located gold projects in Mali
  • The Diba oxide gold resource is located 20km from the Sadiola gold mine
  • Artisanal workings indicate significant exploration upside at Lakanfla and other projects
  • Deal brings a joint venture partner in Resolute Mining Ltd, earning in on Pitiangoma Est
  • Opportunity to list Altus on the TSX-V with an established North American shareholder base



Proposed Transaction



Altus proposes to acquire all the outstanding Legend Shares and therefore effectively acquire a 100% interest in Legend’s projects. Legend shareholders will receive three (3) Altus Shares in exchange for each Legend Share they hold. The Exchange Ratio represents an aggregate deemed consideration for Legend of C$5.7 million and approximately C$0.41 per Legend Share, based on the Altus Share price as at the close of market on 10 October 2017. The consideration represents a premium of approximately 110% to Legend’s 20-day volume weighted average price (“VWAP”) and 130% to Legend’s Share price as at the close of market on the TSX-V on 10 October 2017.



This Proposed Transaction will result in the issuance of an aggregate of 41,060,256 new Altus Shares to Legend shareholders, representing 27.6% of the enlarged issued share capital of Altus immediately following the Proposed Transaction, based on the current Altus issued and outstanding Shares of 107,680,814.  Each of the issued and outstanding Legend Options and Legend Warrants will be exchanged for Altus options and Altus warrants on the same terms, other than for the number and prices which shall be as adjusted in accordance with the Exchange Ratio.



It is anticipated that the Proposed Transaction will be implemented by way of a Plan of Arrangement under the Business Corporations Act (British Columbia), however, alternative mechanisms could be considered, such as a take-over bid, as the parties and their respective advisors negotiate definitive documentation for the Proposed Transaction and complete due diligence.



The Proposed Transaction will contain customary representations, warranties, covenants and non-solicitation provisions and be subject to a number of conditions, including, but not limited to:


  • receipt of all necessary regulatory, shareholder, court and third-party approvals and compliance with all regulatory requirements, including without limitation, receiving all necessary approvals from Legend shareholders by way of special resolution, the TSX-V and AIM;
  • receipt of a fairness opinion by Legend; and
  • no material adverse changes in the financial condition, assets or liabilities (contingent or otherwise) of either Altus or Legend having occurred.



Support of the Proposed Transaction



Altus’ officers and directors holding in aggregate approximately 40% of the currently issued and outstanding shares of Altus, have agreed to vote in favor 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 aggregate approximately 53% of the currently issued and outstanding shares of Legend, have agreed to vote in favor of the Proposed Transaction.



Conditions Precedent



The LOI contemplates material conditions precedent to be fulfilled prior to their being a binding agreement between the Company and Legend, including, but not limited to:


  • the completion of customary due diligence by Altus in respect of Legend and Legend in respect of Altus, to their sole and absolute satisfactions;
  • the negotiation and execution of a definitive agreement and board approvals being obtained; and
  • board approval of the Proposed Transaction.



There can be no assurance that the conditions precedent of the LOI will be satisfied, or that the Proposed Transaction will be completed as proposed or at all.



About Altus:



Altus is a diversified and Africa focused project generator in the natural resource sector. Through their subsidiaries they seek to discover new projects and attract third party capital to fund their growth, development and ultimately have a positive exit option. This strategy enables Altus to remain focused on the acquisition of new opportunities to be fed into the project generation cycle and aims to minimize shareholder dilution. Altus’ business model is designed to create a growing portfolio of well-managed and high-growth potential projects which is diversified by commodity and by country. Altus aims to position its shareholders at the vanguard of value creation, but with significantly reduced risks traditionally associated with investments in the mineral exploration sector.



The following is a summary of the Altus’s key projects:



Cameroon – Gold

Altus holds the 189 km2 Laboum gold exploration license in northern Cameroon through its 99% owned subsidiary Auramin Ltd. At Laboum, an approximately 18 km long by 5 km wide gold-bearing shear zone has been discovered. In addition, close to 1 km of quartz veins have been discovered with exposed widths of between 1 m and 40 m. High resolution ground geophysics and a concurrent gold-in-soil survey are defining priority targets for a systematic trenching program.



Morocco – Copper

Altus holds the 60 km2 Agdz copper-silver exploration license in central Morocco through its 100% owned subsidiary Aterian Resources Ltd. Five prospects have been defined on the license to date. The project is located close to a number of operating mines, notably the recently commissioned Bouskour Cu-Ag mine located 14 km NE of Agdz.



Altus’100% owned subsidiary Aterian Resources Ltd also holds 226 km2 across five exploration licenses throughout Morocco. The licenses areas are prospective for zinc, lead, copper, tin, tungsten and gold.



Ethiopia – Copper

Altus holds the 322 km2 Tigray-Afar and Negash copper-silver exploration licenses (‘Tigray-Afar’) in northern Ethiopia through its 100% owned subsidiary Altau Resources Ltd. Tigray-Afar is subject to a memorandum of agreement with Japan Oil Gas and Metals Corporation (JOGMEC) and contains manto style copper-silver mineralization, as lenses, pipes and veins.



Cameroon – Bauxite & Iron Ore

Altus holds the 601 km2 Birsok & Mandoum bauxite exploration licenses in central Cameroon through its 97.3% owned subsidiary Aluvance Ltd. The Birsok & Mandoum licenses are subject to a joint venture agreement with ASX-listed Canyon Resources Ltd. The project is within 10 km of an operating rail line to the port of Douala on the Atlantic Ocean. Altus also holds the 400 km2 Bikoula & Ndjele iron ore exploration licenses in southern Cameroon through its 97.3% owned subsidiary Aluvance Ltd.



Liberia – Gold

Altus holds the 639.6 km2 Bella Yella gold exploration license in western Liberia through its 99% owned subsidiary Auramin Ltd. At Bella Yella a 7.5 km NE-SW striking gold in soil anomaly has been defined. A number of artisanal gold workings have been discovered on the anomalous area.



About Legend:



Legend is a Canadian mineral exploration company focused on gold exploration in Mali. Legend’s flagship projects include the Diba and Lakanfla projects.


Posted October 11, 2017

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