(via TheNewswire)
16 August2022 –TheNewswire -
“We are delighted to have announced our highly accretive merger-of-equals with TSX-V listed Elemental Royalties. With complementary teams, supportive shareholders, diversified revenues and substantial royalty portfolios, the merger will forge a new and rapidly growing global gold royalty champion. Scale and liquidity are important considerations for investors. The enlarged entity is expected to benefit from enhanced access to capital markets and to high quality deal flow. I would like to thank shareholders for their past and continued support."
HIGHLIGHTS
Highlights for the three months ended
Corporate highlights
Terms and conditions agreed of a recommended share-for-share merger of equals (theMerger”) between the Company and TSXV listed Elemental Royalties Corp. (“Elemental”)
Under the terms of the Merger, each Altus shareholder will be entitled to receive 0.5940 Elemental shares for each Ordinary Share of Altus
Upon completion of the Merger, Elemental shareholders will own approximately 52.9% and Altus shareholders will own approximately 47.1% of the total issued share capital of the combined company
Altus will de-list from AIM and TSX-V and Elemental intends to change its name to
Elemental Altus Royalties Corp. and continue to trade on TSX-V under the symbol ELECompletion of an agreement with
AlphaStream Capital for the sale of 30.1% interest in Alpha 3SPV Ltd forUS$5.3 million . Altus and AlphaStream each now hold 50% of Alpha 3whichowns a portfolio of 23 mining royalties inAustralia acquired from Newcrest Mining Ltd
Operational highlights
Discovery of multiple high grade gold prospects from reconnaissance sampling across the Company’s four projects in
Egypt Award of two further gold exploration licences in
Egypt totalling 349kmunder a competitive bid round taking total land holding inEgypt to 1,914kmReceipt of record quarterly royalty income of
US$1.54 million (before tax) for Q1 2022 from Caserones copper mine inChile linked to higher copper prices in the period as well as higher productionAward of a ten year (renewable) mining licence at the Agdz project in central
Morocco covering an area of 34.36km, representing the area of copper and silver mineralisation discovered to dateAward of a four year (renewable) ‘small scale’ mining licence at the Diba gold project in western
Mali covering an area of 83.10km, incorporating the Diba Deposit and other key prospects
Financial highlights
Extension of the La Mancha loan facility to
31 December 2022 with annualised interest rate maintained at 10% plus the United States Dollar (USD”) London Inter-bank Offered Rate (“LIBOR”)Cash balance of £6.9 million /
C$10.8 million as at30 June 2022 Cash outflow for operating activities of £1.4 million /
C$2.2 million for three months ending30 June 2022 Listed equity holdings of £0.8 million /
C$1.3 million as at30 June 2022
Post-period end
Publication of an updated independent Mineral Resource Estimate (MRE”) and Preliminary Economic Assessment (“PEA”) for the Diba Lakanfla gold project in western
Mali , showing 67% increase in the MRE in all categories and aUS$150 million after-tax Net Present Value (NPV”) for the oxide portion of the projectThe Merger was approved by shareholders of Altus and Elemental at respective general meetings held on
8 August 2022 and by theHigh Court of Justice of England andWales on12 August 2022
INTERIM UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE LOSS
For the three months ended 30 June | For the six months ended 30 June | |||||||
2022 | 2021 | 2022 | 2021 | |||||
Notes | £’000 | £’000 | £’000 | £’000 | ||||
Continuing operations | ||||||||
Revenue and costs recovered from joint venture partners | 2 | 63 | 23 | 406 | 23 | |||
Depletion of royalty assets | (191) | - | (191) | - | ||||
Exploration costs expensed | 3 | (816) | (559) | (1,773) | (1,346) | |||
Administrative expenses | 4 | (337) | (254) | (693) | (473) | |||
Listing and acquisition related costs | 6 | (464) | (3) | (478) | (7) | |||
Foreign exchange gains/(losses) | 227 | 19 | 278 | (10) | ||||
Share based payments | (180) | (316) | (663) | (615) | ||||
Profit/(loss) from operations | (1,698) | (1,090) | (3,114) | (2.438) | ||||
Interest receivable | - | 0 | - | 0 | ||||
Interest payable | (565) | (1) | (1,023) | (2) | ||||
Other income/(costs) | (1,578) | (0) | (2,143) | - | ||||
Gain/(loss) on disposal | 229 | - | 463 | - | ||||
Fair value gain/(loss) on investments | (741) | 76 | (829) | 95 | ||||
Share of profit of investments accounted for using the equity method | 7 | 428 | - | 428 | - | |||
Profit/(loss) before taxation | (3,925) | (1,019) | (6,218) | (2,336) | ||||
Taxation | - | - | - | - | ||||
Profit/(loss) for the year | (3,925) | (1,019) | (6,218) | (2,336) | ||||
Other comprehensive income | ||||||||
Items that may be reclassified to the income statement in subsequent periods | ||||||||
Foreign currency translation differences | 71 | - | (135) | - | ||||
Total comprehensive (expense)/income for the year | (3,854) | (1,019) | (6,353) | (2,336) | ||||
Profit/(loss) for the quarter attributable to: | ||||||||
- Owners of the parent company | (3,924) | (1,017) | (6,217) | (2,334) | ||||
- Non-controlling interest | (1) | (2) | (1) | (2) | ||||
(3,925) | (1,019) | (6,218) | (2,336) | |||||
Total comprehensive profit/(loss) for the quarter attributable to: | ||||||||
- Owners of the parent company | (3,853) | (1,017) | (6,352) | (2,334) | ||||
- Non-controlling interest | (1) | (2) | (1) | (2) | ||||
(3,854) | (1,019) | (6,353) | (2,336) | |||||
Basic earnings per share (pence) attributable to the owners of the parent | 15 | (3.28) | (1.26) | (5.41) | (3.08) | |||
Diluted earnings per share (pence) attributable to the owners of the parent | 15 | (3.28) | (1.26) | (5.41) | (3.08) |
ALTUS STRATEGIES PLC
INTERIM UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
As at 30 June | As at 31 December | ||||
2022 | 2021 | ||||
Notes | £’000 | £’000 | |||
Non-current assets | |||||
Intangible assets | 5 | 16,443 | 16,994 | ||
Property, plant and equipment | 128 | 30 | |||
Leased assets | 90 | 104 | |||
Investment in associate | 7 | 23,688 | 25,367 | ||
Investments | 8 | 840 | 1,721 | ||
41,189 | 44,216 | ||||
Current assets | |||||
Trade and other receivables | 9 | 224 | 622 | ||
Held-for-sale assets | 130 | 118 | |||
Cash and cash equivalents | 6,884 | 6,355 | |||
7,238 | 7,095 | ||||
Total assets | 48,427 | 51,311 | |||
Current liabilities | |||||
Trade and other payables | 10 | (671) | (986) | ||
Borrowings | 11 | (21,462) | (18,349) | ||
Held-for-sale liabilities | (34) | (34) | |||
Provisions | (15) | (15) | |||
(22,182) | (19,384) | ||||
Non-current liabilities | |||||
Trade and other payables | (73) | (65) | |||
Total liabilities | (22,255) | (19,449) | |||
Net assets | 26,172 | 31,862 | |||
Equity | |||||
Share capital | 12 | 5,866 | 5,866 | ||
Share premium | 12 | 37,556 | 37,556 | ||
Share based payment reserve | 2,276 | 1,613 | |||
Other reserves | 5,723 | 5,723 | |||
Other comprehensive income | (58) | - | |||
Retained earnings | (25,085) | (18,791) | |||
Total equity attributable to owners of the parent | 26,278 | 31,967 | |||
Non-controlling interest | (106) | (105) | |||
Total equity | 26,172 | 31,862 |
INTERIM UNAUDITED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
Share capital | Share premium account | Share based payment reserve | Other reserves | Other comprehensive income | Retained earnings | Total equity | Non-controlling interest | Total | |
Six months ended | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
Balance at | 3,505 | 13,222 | 531 | 5,745 | - | (12,601) | 10,402 | (101) | 10,301 |
Profit/(loss) for the period | - | - | - | - | - | (2,334) | (2,334) | (2) | (2,336) |
Other comprehensive income | |||||||||
Foreign currency translation differences | - | - | - | - | - | - | - | - | - |
Total comprehensive income/(expense) | - | - | - | - | - | (2,334) | (2,334) | (2) | (2,336) |
Issue of shares | 514 | 7,013 | - | - | - | - | 7,527 | - | 7,527 |
Exercise of warrants | 1 | 20 | - | - | - | - | 21 | - | 21 |
Share based payment charge | - | - | 615 | - | - | - | 615 | - | 615 |
Total transactions with owners, recognised directly in equity | 515 | 7,033 | 615 | - | - | - | 8,163 | - | 8,163 |
Balance at | 4,019 | 20,255 | 1,146 | 5,745 | - | (14,935) | 16,231 | (103) | 16,128 |
Three months ended | |||||||||
Balance at | 5,866 | 37,556 | 1,613 | 5,723 | 77 | (18,868) | 31,967 | (105) | 31,862 |
Profit/(loss) for the period | - | - | - | - | - | (6,217) | (6,217) | (1) | (6,218) |
Other comprehensive income | |||||||||
Foreign currency translation differences | - | - | - | - | (135) | - | (135) | - | (135) |
Total comprehensive income/(expense) | - | - | - | - | (135) | (6,217) | (6,352) | (1) | (6,353) |
Share based payment charge | - | - | 663 | - | - | - | 663 | - | 663 |
Total transactions with owners, recognised directly in equity | - | - | 663 | - | - | - | 663 | - | 633 |
Balance at | 5,866 | 37,556 | 2,276 | 5,723 | (58) | (25,085) | 26,278 | (106) | 26,172 |
INTERIM UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
Three months ended 30 June | Six months ended 30 June | ||||
2022 | 2021 | 2022 | 2021 | ||
£’000 | £’000 | £’000 | £’000 | ||
Cash flows from operating activities | |||||
Total comprehensive loss for the period | (3,854) | (1,018) | (6,353) | (2,336) | |
Adjustments for: | |||||
Net interest (received)/paid | - | 1 | - | 2 | |
Share based payments | 180 | 316 | 663 | 615 | |
Bad debt provision | - | - | - | 11 | |
Depreciation of property, plant and equipment | 4 | 5 | 9 | 12 | |
Gain/loss on disposal | - | - | (251) | - | |
Fair value (gain)/loss on investments | 747 | (73) | 835 | (96) | |
Share of profit of associate | (428) | - | (428) | - | |
Movements in working capital: | |||||
(Increase)/decrease in trade and other receivables | (15) | (167) | 387 | (63) | |
Increase/(decrease) in trade and other payables | 1,893 | (314) | 2,819 | (392) | |
Other working capital movements | 33 | - | - | - | |
Cash flows used in operating activities | (1,440) | (1,251) | (2,319) | (2,246) | |
Investing activities | |||||
Purchase of intangible assets | 190 | (258) | (2,820) | (412) | |
Sale of intangible assets | 3,959 | - | 3,959 | - | |
Purchase of property plant and equipment | 78 | (5) | (93) | (6) | |
Sale of subsidiary | - | - | 12 | - | |
Sale of investments | 46 | - | 46 | - | |
Distribution from associate | 855 | - | 1,756 | - | |
Net cash used in investing activities | 5,128 | (263) | 2,860 | (418) | |
Financing activities | |||||
Proceeds from issue of shares | - | 4,918 | - | 7,548 | |
Principal element of lease payments | (6) | (5) | (11) | (10) | |
Interest element of lease payments | - | (1) | (1) | (2) | |
Net cash generated from financing activities | (6) | 4,911 | (12) | 7,536 | |
Net increase/decrease in cash and cash equivalents | 3,682 | 3,398 | 529 | 4,871 | |
Cash and cash equivalents at beginning of the period | 3,202 | 7,411 | 6,355 | 5,937 | |
Cash and cash equivalents at the end of the period | 6,884 | 10,809 | 6,884 | 10,809 |
Qualified Person
The technical disclosure in this regulatory announcement has been approved by
For further information you are invited to visit the Company’s websitewww.altus-strategies.comor contact:
Tel:+44 (0) 1235 511 767 E-mail:info@altus-strategies.com | |
Tel:+44 (0) 20 3470 0470 | |
Tel:+44 (0) 20 3470 0471 Tel:+44 (0) 20 3470 0535 | |
Tel:+44 (0) 20 7186 9927 | |
Yellow Jersey PR (Financial PR & IR) | Tel:+44 (0) 20 3004 9512 E-mail:altus@yellowjerseypr.com |
About
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this announcement, including information relating to future financial or operating performance and other statements that express the expectations of the Directors or estimates of future performance constitute "forward-looking statements". These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, without limitation, the completion of planned expenditures, the ability to complete exploration programmes on schedule and the success of exploration programmes. Readers are cautioned not to place undue reliance on the forward-looking information, which speak only as of the date of this announcement and theforward-looking statements contained in this announcement are expressly qualified in their entirety by this cautionary statement.
Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is based on assumptions made in good faith and believed to have a reasonable basis. The forward-looking statements contained in this announcement are made as at the date hereof and the Company assumes no obligation to publicly update or revise any forward-looking information or any forward-looking statements contained in any other announcements whether as a result of new information, future events or otherwise, except as required under applicable law or regulations.
TSX Venture Exchange Disclaimer
Neither the
Market Abuse Regulation Disclosure
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of
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