Altus Strategies has acquired through an all-stock transaction the entire issued and outstanding common shares of LGN Holdings (BVI) being the owner of the Legend projects, by way of a plan of arrangement pursuant to the laws of British Columbia.
Under the arrangement, Legend distributed the new Ordinary Shares in Altus Strategies (Altus Shares) it received, to Legend shareholders on the basis of three Altus Shares for each common share they hold in Legend (Legend Shares).
The holders of outstanding warrants of Legend (Legend Warrants) will be entitled to receive, upon exercise of their securities, the number of Altus Shares which the holders would have been entitled to receive as a result of the Arrangement, if immediately prior to the effective date the holders had exercised their Legend Warrants.
Following the completion of the Arrangement, LGN became a wholly owned subsidiary of Altus Strategies and existing Altus shareholders and Legend shareholders each own approximately 72.4% and 27.6% of the combined company, respectively, on a non-diluted basis.
It is anticipated that the Legend Shares will be de-listed from the TSX-V on or about January 31st 2018.
Altus Strategies has submitted an application for a dual listing of its shares on the TSX-V.
Chief executive of Altus Strategies Steven Poulton comments that the completion of the plan of arrangement is a transformational and accretive milestone for both Legend Gold Corp (Legend) and Altus Strategies.
He adds that the enlarged project generator company offers shareholders direct exposure to a robust and well managed portfolio of nineteen projects at different stages of advancement, diversified by six commodities, across five countries with two active joint venture partnerships.
"We believe the project generator model represents an optimal strategy for investors to participate in the potential returns from making economic mineral discoveries, while mitigating a number of the potential financial, technical, managerial or geopolitical risks that can impact explorers that are heavily focused on just one or two assets," says Poulton.
"Our application and other preparations required, for a dual listing of our shares on the TSX-V are underway and we will provide an update on this process in due course. In the meantime, we look forward to welcoming Legend’s shareholders and team to Altus Strategies.”
“We are delighted to announce the completion of the plan of arrangement with Altus," comments Legend Gold Corp chief executive and chairman Michael Winn.
"On behalf of the board I would like to thank Legend shareholders for their overwhelming support," he adds.
Issue of equity
On 30th January 2018 the company issued 41,060,256 new Ordinary Shares of one pence each in the capital of the company to Legend.
These new Ordinary Shares rank pari passu with the existing Ordinary Shares.
Application has been made for the new Ordinary Shares to be admitted to trading on AIM (Admission).
It is expected that Admission will become effective and dealings in the new Ordinary Shares will commence on or around 1 February 2018.
Total voting rights
Following the issue of the new Ordinary Shares, the total issued share capital of the company consists of 148,741,070 Ordinary Shares with voting rights.
The company does not hold any Ordinary Shares in treasury.
Therefore, the total number of voting rights in the company is 148,741,070 Ordinary Shares and this figure may be used by shareholders in the company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the company under the FCA's Disclosure and transparency rules.
Feature image credit: Altus Strategies