Altus Strategies reaches combination agreement with Legend Gold

The AIM-traded firm said Legend has a portfolio of gold projects in the Republic of Mali at various stages of advancement, and is listed on the Canadian TSX Venture exchange.

It said the agreement sets out the terms and conditions under which Altus will acquire, through an all-stock transaction, the entire issued and outstanding common shares of LGN Holdings BVI - the owner of the Legend projects in Mali - by way of a plan of arrangement.

Under the arrangement, Legend will distribute the common shares it receives in Altus to Legend shareholders on the basis of three Altus Shares for each common share they hold in Legend.

The holders of outstanding warrants of Legend would 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 will be a wholly owned subsidiary of Altus and existing Altus shareholders and Legend shareholders will each own approximately 72.4% and 27.6% of the combined company, respectively, on a non-diluted basis.

“We are delighted to have concluded this agreement with Legend which has a portfolio of high quality and strategically located gold projects in western and southern Mali,” said Altus CEO Steven Poulton.

“Due to the sector downturn, which started in 2011, we believe the value of Legend's projects has not been recognised by the TSX-V market.

“The projects are at various stages of advancement and offer the potential for near term cash flow and discovery upside.”

Poulton said the Altus board was also “delighted” that, on completion of the arrangement, Michael Winn would be joining them as a non-executive director, Dr Demetrius Pohl would be joining the company as an adviser, and Ambogo Guindo would join as an adviser to the Mali operation.

“Michael has a strong track record in the resource sector, having led or participated in numerous successful exploration and investment companies and will bring significant TSX-V capital market expertise to the board.

“Demetrius is renowned for his technical experience and role in the discovery of numerous world class gold deposits, including the Syama, Sadiola and Morila gold mines in Mali, the Golden Pride gold mine in Tanzania, the Essakane gold mine in Burkina Faso and the Tongon gold mine in Côte d'Ivoire.”

Poulton added that the transaction was a “potentially significant” growth opportunity for the company.

Michael Winn, chief executive and chairman of Legend, added that his company’s combination with Altus would 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.”