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ALTUS STRATEGIES PLC

MANAGEMENT'S DISCUSSION AND ANALYSIS

THREE MONTH PERIOD ENDED 31 MARCH 2020

Company Registration No. 10746796

(England and Wales)

As approved for issue on 26 May 2020

ALTUS STRATEGIES PLC

MANAGEMENT'S DICSUSSION AND ANALYSIS

FOR THE QUARTER ENDED 31 MARCH 2020

GENERAL

This management's discussion and analysis ("MD&A") of financial position and results of operations is prepared as at 26 May 2020 and should be read in conjunction with the interim unaudited condensed financial statements for the three month period ended 31 March 2020 and the annual audited consolidated financial statements of Altus Strategies plc (the "Company", or "Altus" and together with its subsidiaries "the Group") for the year ended 31 December 2019.

The Group's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS interpretations committee (IFRS IC) interpretations as adopted for use in the European Union and with IFRS and their interpretations issued by the IASB. The consolidated financial statements have also been prepared in accordance with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, (except as otherwise stated).

The financial statements have been prepared on the historical cost basis, as modified by the financial assets at fair value through profit or loss. The financial statements are prepared in British Pounds Sterling (£), which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest whole pound.

Additional information on the Company's activities can be found on the Company's website at www.altus-strategies.com and on https://beta.companieshouse.gov.uk/ and www.sedar.com.

DESCRIPTION OF THE BUSINESS

Altus is a resource project and royalty generator that seeks to make and monetise mineral discoveries in Africa. The Company is based in the UK and is dual-listed in the UK (AIM: ALS) and in Canada (TSX-V: ALTS). The Company identifies and acquires geologically prospective exploration licences through its local African subsidiaries, makes new or advances existing discoveries and seeks joint ventures ("JVs") with third parties to take the projects toward production. Altus seeks to receive short term income from project transactions as well as performance milestones from the projects and retains long term royalty interests on each. The business is managed from Altus' UK head office in Oxfordshire and is currently active in Mali, Ethiopia, Morocco, Liberia, Côte d'Ivoire and Cameroon.

The business model is designed to create significant, but low-risk exposure for Altus' shareholders to the high values which can be created from a potential economic discovery, as well as its future cash flows. In the short term this reduces the Company's general and administrative costs, while also generating cash and equity income from project level transactions. The royalties generated on the Company's assets, or which it otherwise acquires, are designed to yield sustainable long-term income for Altus shareholders without them having to assume the technical or financial risks associated with owning equity in a producing mine. As such the model is designed to create a virtuous circle, where Altus' portfolio and income streams continually grow.

Risk diversification is at the heart of the Company's philosophy, and this is enacted by exploring for a variety of minerals at multiple locations across several jurisdictions. Altus currently has a diversified and growing portfolio of sixteen projects, spanning six countries and across six different commodities. This

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diversification means that the portfolio is constantly evolving: new licences are added, licences that are not considered to be a good prospect are relinquished and those for which exploration and sample analysis indicate that a potentially economic discovery can be made are proactively marketed for a JV partnership or outright sale. The Company also seconds its team to manage JVs in the early stages, which reduces Altus' costs and ensures exploration continuity on the ground.

Altus generates projects by selectively acquiring mineral exploration licences and advancing projects through the work of its technical team of exploration geologists. At each level, any projects that prove to be uneconomic are dropped. Successful projects progress up the pyramid toward advanced exploration with JV partners and eventually the definition and monetisation of the resource. As each project matures and develops Altus reduces its ownership, but retains a royalty interest on its future cash generation.

Over half of the Company's portfolio comprises gold projects, the most advanced of which are located in western and southern Mali. Aside from gold, Altus is focused on metals that the Company believes will be critical in the transmission, storage and efficient use of electricity in the coming decade, as the world seeks to decarbonise. Copper will be paramount among these and as such Altus is exploring for economic copper deposits in northern Ethiopia and central Morocco. Other metals such as cobalt, lithium, vanadium and aluminium also have a critical part to play, as will specialist and less well-knownrare-earth metals, including neodymium and praseodymium that are used in the high-quality magnets of electric motors.

Altus is focused on Africa where, due to the relative lack of exploration using modern techniques, economic mineral deposits can still be discovered cropping out at surface. According to a recent survey by MinEx Consulting, 24% of global discoveries in the prior decade were found on the continent, despite it being the recipient of only 14% of the global exploration budgets. The same survey reported that deposits in Africa (excluding South Africa) are being discovered at average depths of just 9m, which is much shallower than the average global depth of 78m. In Canada the average discovery depth is over 125m.

This opportunity to make discoveries across Africa, without recourse to expensive subsurface exploration, geophysical technologies or extensive drilling programmes, means that the Company can potentially generate more value, at greater speed and with lower risk in Africa, than in almost any other part of the world. Given the collective geographical, geological and operational expertise of the Altus management and advisory teams, the board considers that Altus is ideally positioned to exploit this opportunity.

FORWARD LOOKING INFORMATION

This MD&A may contain "forward-looking statements" that reflect the Company's current expectations and projections about its future results. When used in this MD&A, words such as "estimate", "intend", "expect", "anticipate" and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company's future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause Altus's actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors may include, but are not limited to: unavailability of financing, failure to identify commercially viable mineral reserves, fluctuations in the market valuation for commodities, difficulties in obtaining required approvals for the development of a mineral project and other factors.

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The operating plan is also dependent on being able to raise new equity funds as required to ensure there are sufficient capital resources to acquire and explore new properties. Other factors which affect Altus' operating plan are gaining access to exploration properties by concluding agreements with local communities, and commodity prices. If any of these factors are affected negatively, such as JV partners being unable to raise sufficient capital to complete option agreements or if the Company is unable to raise sufficient capital of its own, there will be a significant impact on the Company's operating plan and on any forward-looking statements contained herein.

The world is currently in the grip of the COVID-19 pandemic. The Company is continuing to report on a going concern basis, and while on site activity has been suspended, staff are working on earlier stage exploration activity across the Group's portfolio. The unknown length of the outbreak is a source of uncertainty and the Board will continue to monitor events and to provide updates as the situation develops.

Any references made in this report to historical information, including historical geologic and technical information cannot be verified. A qualified person ("Qualified Person") under the AIM rules and National Instrument 43-101Standards of Disclosure of Mineral Projects of the Canadian Securities Administrators ("NI 43-101") has not verified the sampling, analytical, and test data underlying any such historical information. The Company has obtained historical information from sources that it believes to be reliable and assumes it is accurate and complete in all material aspects. While the Company has carefully reviewed the available historical information, it cannot guarantee its accuracy and completeness. The forward-looking information and statements included in this announcement are expressly qualified by this cautionary statement and are based on the beliefs, estimates and opinions of the Company on the date of this announcement. Except as required by securities laws the Company does not undertake any obligation to publicly update or revise any forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified above and elsewhere in this MD&A, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by securities law.

HIGHLIGHTS

Highlights for the three months ended 31 March 2020 and to the date of this report are as follows:

Corporate highlights:

  • Strategic Investment Agreement with La Mancha Holdings S.à r.l. ("La Mancha") resulting in an investment by La Mancha of C$11.2m/£6.5m and La Mancha holding a 35.45% interest in the Company
  • Acquisition of a 2.5% net smelter return ("NSR") royalty held on the Company's Lakanfla gold project in western Mali

Operational highlights:

  • JV funded ground magnetic survey commenced at the Company's Tabakorole gold project in western Mali ("Tabakorole")
  • JV funded Aircore ("AC") drilling programme commenced at Tabakorole

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Financial highlights:

  • Initial 15 million shares with current market value of A$0.9m in Australian Securities Exchange
    ("ASX")-listed Canyon Resources Ltd ("Canyon") received in accordance with agreement to terminate Birsok bauxite JV project in central Cameroon with a further 10 million shares to be received on the first anniversary of the receipt of the first 15 million shares
  • Consolidation of the Company's ordinary shares on a five-for-one basis
  • Cash and marketable securities of C$15.0m/£8.6m (cash C$13.9m/£7.9m and listed equity C$1.1m/£0.6m as at 31 March 2020)
  • Cash outflow for operating activities of C$1.3m/£0.7m for 3 months ending 31 March 2020

Post period:

  • Appointment to the Altus board of Karim Nasr, CEO of La Mancha, as its representative
  • Mineral resource estimate and Preliminary Economic Assessment ("PEA") commissioned on Diba gold project in western Mali
  • Gold targets defined from ground magnetic and AC drilling programmes at Tabakorole
  • Audited 2019 financial statements and annual report published

OPERATIONS REPORT

Altus has a diversified portfolio of fifteen precious metal (gold and silver) and base metal (copper, zinc, bauxite and iron ore) exploration projects across five African countries (Morocco, Ethiopia, Cameroon, Côte d'Ivoire and Mali).

The Company has three active JVs with two partners, Resolute Mining Ltd (ASX: RSG), on the Company's Pitiangoma Est gold project in southern Mali, and Glomin Services Ltd, on the Company's Lakanfla and Tabakorole gold projects in western and southern Mali respectively.

On 11 February 2020 the Company received 15 million shares in Canyon (ASX: CAY), its JV partner on the Birsok bauxite project in central Cameroon, in respect of the termination of the JV. A further 10 million shares in Canyon are to be delivered 12 months following the receipt of the first 15 million shares. The Company has also agreed to vend the Birsok licence to Canyon for a further 5,000,000 Canyon shares and a $1.50/tonne royalty (subject to the grant of a mining licence).

On 21 February 2020 the Company completed a Strategic Investment Agreement with La Mancha to raise C$11.2 million/£6.5 million resulting in La Mancha holding a 35.45% interest in the issued share capital of the Company.

During the quarter ending 31 March 2020, the Company's technical team has undertaken a limited number of exploration programmes across Altus' projects in response to the COVID-19 pandemic. The Company has evaluated a number of potential project and royalty opportunities to be fed into the Company's pipeline of assets.

The following is a review of the Company's activities by jurisdiction and project during the quarter ending 31 March 2020.

Mali Operations

At the end of the quarter Altus held four projects in Mali. The projects are held through the Company's 100% owned subsidiary, LGN Holdings (BVI) Inc., which became part of the Group in January 2018 through a plan of arrangement with Legend Gold Corp. ("Legend"). Two of the projects (Diba and Lakanfla) are located in the Kayes region of western Mali, approximately 450km northwest of the capital

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city of Bamako while two others (Tabakorole and Pitiangoma Est) are located in southern Mali, approximately 280km and 300km southeast respectively of Bamako.

The Company previously held six projects in Mali. However, this has reduced to four following the successful completion of a royalty and property sale transaction with TSX-V listed Desert Gold Ventures Inc. ("Desert Gold"). The transaction was completed 31 October 2019 on the contiguous Djelimangara and Sebessounkoto Sud projects in return for US$50,000 in cash, 3 million shares in Desert Gold, with a value at that time of C$360,000 (£213,000), and a 2.5% NSR royalty on each project (see below for projects in which the Group holds a royalty interest).

Korali Sud (Diba) Gold Project (83.1 km2), Western Mali

Korali Sud ("Diba") is located 13km southwest of the Sadiola gold mine, which is operated by AngloGold Ashanti (JSE: ANG, NYSE: AU, ASX: AGG), IAMGOLD (TSX: IMG, NYSE: IAG) and the Malian government. Both Sadiola and Korali Sud are situated on the Senegal-Malian shear corridor within the world renowned 'Kenieba window'.

Korali Sud hosts the Diba historical resource (see Table 1 below), as prepared for Legend by AMEC Americas Limited ("Technical Report and Mineral Resource Estimate Diba Badiazila Gold Property Mali, West Africa", 30 June 2013) and filed on SEDAR by Legend on 20 September 2013. A Qualified Person has not done sufficient work to classify this historical estimate as current mineral resources and Altus is not, therefore, treating this historical estimate as a current mineral resource. However, it remains relevant to the Project and Altus believes it is also reliable. To verify this historical estimate so that the resource can be considered current, Altus would be required to contract a qualified and independent consultant to review historical drilling data and prepare a resource estimate in accordance current resource methodology. The historical resource comprises stacked lenses which dip approximately 35- 40 degrees ESE within the oxide zone.

Table 1: Diba project historical mineral resource

Category

Tonnes (kt)

Au Grade (g/t)

Au Contained (koz)

Indicated

6,348

1.35

275.2

Inferred

720

1.40

32.5

Notes: Applying a 0.5g/t cut-off grade and a US$1,200/oz gold price as reported in the 2013 technical report.

Historical drill results from the Diba prospect (unverified by the Group) include 12m at 20.66 g/t Au and 32m at 2.06 g/t Au (not true width of intervals). Diba has a potentially low mining strip ratio with relatively limited overburden and a high proportion of the potential mineralisation is in the oxide zone. Deeper drilling at Diba targeting the sulphide zone has intersected 1.32 g/t Au over 45m (from 93m) (not true width of interval). The sulphide zone remains open at depth.

Oxide gold mineralisation at Diba is mainly found in saprolite which is within 50m of the surface, across a compact 1,200m² area drilled to date. The deposit is controlled by a number of structures with gold occurring as fine-grained disseminations and localised high-gradecalcite-quartz veinlets.

Work previously completed by the Company included a detailed review and reinterpretation of historical data and two programmes of systematic termite mound sampling. Three drill targets have been defined within the licence area from these programmes: Diba NW, a 2.6km2 soil anomaly which is immediately

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along strike and northwest of the current historic Diba resource, Diba East, approximately 2km2 in size and located immediately to the east of the historic Diba resource and Diba SW, located approximately 0.5km and along strike of the Diba historical resource. Diba SW is defined by a discontinuous 1.2km long gold in termite soil anomaly along the flanks of a ferricrete capped ridge and is also coincident with a VTEM geophysical anomaly.

Based on the discovery of Diba SW, the Company has reinterpreted the historical geochemical, geophysical and topographical data proximal to the historical Diba resource which has successfully defined at least three further potential prospects, increasing the total number of new prospects at Diba to six. Given the number and potential scale of these prospects, Altus believes there is a good opportunity to increase the size of the historical resource at Diba.

After the quarter, the Company engaged Mining Plus UK Ltd ("Mining Plus") to undertake a mineral resource estimate at Diba, to include drilling results that post-date the historical resource estimate. Mining Plus has also been engaged to prepare a Preliminary Economic Assessment to outline the potential economics for an open pit gold mine.

Lakanfla Gold Project (24 km2), Western Mali

Lakanfla is located 5km east of Korali Sud and 6.5km from (and considered to be geologically analogous to) the karst-type FE3 and FE4 open pits that form part of the Sadiola gold mine. It is also considered to be geologically analogous to the Yatela karst-type gold deposit, which was mined between 2001 and 2015, located 35km to the northwest. Nevertheless, mineralization hosted on these properties is not necessarily indicative of mineralization hosted at Lakanfla.

The project hosts a significant number of active and historical artisanal gold workings coincident with major geochemical and gravity anomalies surrounding a granodiorite intrusion. Historical drilling (unverified by the Group) has returned encouraging intersections including 9.78 g/t Au over 12m and

5.20 g/t Au over 16m (not true width of intervals). Historical drilling targeted breccia mineralisation of the granodiorite, and intersected low-grade gold mineralisation in limestones, voids and loose sands at depth, features which are indicative of a karst. The presence of a low gravity geophysical anomaly and corresponding surface slumps features are also considered to be significant indicators. The karst targets remain to be drill tested.

The Lakanfla and Tabakorole projects are currently being advanced under JV with Glomin Services Ltd ("Glomin JV") following an agreement signed in 2019. Under the terms of the Glomin JV Altus will receive up to US$1.45 million in milestone cash payments and will retain a 2.5% NSR royalty on each project. The Glomin JV will involve an initial 3,500m drilling programme at Lakanfla and 1,500m at Tabakorole.

No significant exploration work was conducted on Lakanfla during the quarter, however preparations have been put in place to commence an initial 3,500m drilling programme on the project.

Tabakorole Gold Project (100 km2), Southern Mali

Tabakorole is located 280km south of the capital city of Bamako and sits on the Massagui Belt, which hosts the Morila gold mine operated by Barrick Gold Corporation (formerly Randgold Resources). The project is included in the Glomin JV.

Historical exploration to date has identified a 2.7km long shear zone which is up to 200m wide and hosts a historical mineral resource, see table 2 below. The resource was prepared by H. Andrew Daniels,

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Consulting Geologist, P.Geo in a report entitled "Technical Report on the Mineral Resource Update, June 2007 FT Project Mali, West Africa", dated July 27, 2007 and filed on SEDAR on July 27, 2007 by North Atlantic Resources Ltd. A Qualified Person has not done sufficient work to classify this historical estimate as current mineral resources and Altus is not, therefore, treating this historical estimate as a current mineral resource. However, it remains relevant to the Project and Altus believes it is also reliable. To verify this historical estimate so that the resource can be considered current, Altus would be required to contract a qualified and independent consultant to review historical drilling data and prepare a resource estimate in accordance with current resource methodology.

Historical drilling (unverified by the Group) has returned encouraging intersections including 16m at 9.31 g/t Au, 14m at 9.84 g/t Au and 60m at 2.91 g/t Au (not true width of intervals).

Table 2: Tabakorole project historical mineral resource

Category

Tonnes (t)

Grade (g/t Au)

Metal (Oz Au)

Oxide

Indicated

1,040,000

1.01

34,000

Inferred

960,000

1.114

35,000

Sulphide

Indicated

6,840,000

0.94

207,000

Inferred

9,590,000

1.03

318,000

The Glomin JV will involve an initial 1,500m drilling programme, a 520 line km ground geophysical survey and a soil sampling programme at Tabakorole.

During the quarter the Company announced the commencement of a 25km2 ground magnetic survey which was completed after the quarter. The programme resulted defined multiple new targets which are coincident with historic geochemical anomalies. A subsequent 70 hole (2,042m) shallow AC drilling was completed after the quarter. The AC programme established a strong correlation between magnetic anomalies and drilled mineralisation. Intercepts (not true width of intervals) included 1.05 g/t Au over 12m from 9m, 0.77 g/t Au over 21m from surface and 0.95 g/t Au over 15m from surface and have defined a potential 200m north-westerly strike extension to the 2.7km long FT Prospect.

Pitiangoma Est Gold Project (106 km2), Southern Mali

Pitiangoma Est is located 300km southeast of the capital city of Bamako. The licence is subject to a JV with ASX-listed Resolute Mining Limited and is located on the Syama shear zone, 15km from the Tabakoroni gold deposit and 40km from the Syama gold mine (both owned by ASX listed Resolute Mining Ltd). Resolute can earn up to a 70% interest in the project by funding US$3million in exploration and completing a feasibility study. Thereafter Altus may elect to co-fund its 30% interest on a pro rata basis, or exchange its interest for a 2% NSR royalty. A two-year extension to the JV with Resolute until May 2021 was signed by the Company on 8 May 2019. The Company is awaiting results from the most recent field exploration programme.

Prior to the JV with Resolute, exploration at Pitiangoma Est included regolith sampling (6,930 soil and 1,230 auger samples), lithological mapping, airborne VTEM geophysics, BLEG stream sediment sampling and RC drilling (2,160m) as well as diamond drilling (6,450m). These work programmes were completed by Endeavour Mining Corporation which held the project prior to it being acquired by Legend. Since the commencement of the JV, Resolute has reportedly completed a gradient array IP survey, 329 air core drill holes for a total of 14,193m and seven RC drill holes for a total of 708m.

Cameroon Operations

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Altus currently holds three projects in Cameroon including the Laboum gold project, held through the Company's 99% owned subsidiary, Auramin Ltd, the Birsok bauxite project and the Bikoula & Ndjele iron ore project each of which are held though the Company's 97.3% owned subsidiary, Aluvance Ltd.

Laboum Gold Project (189 km2), Northern Cameroon

Laboum is located 600km northeast of the capital city of Yaoundé. The licence hosts a major Pan-African age, regional shear zone which is up to 5km wide and which comprises highly prospective Birimian metavolcanic and metasedimentary rocks. Results of a ground magnetic survey and regional soil sampling programme completed by the Company have defined numerous anomalies coincident with structural targets. Dilational and fold structures are considered to be excellent targets for potentially economic gold deposits. Rock chip sampling by the Company has produced grades including 24.50 g/t Au, 16.15 g/t Au from quartz veins and 6.86 g/t Au from sheared and silicified metasediments. The Laboum licence is currently pending renewal. No significant exploration work was conducted during the quarter. Altus is actively seeking a JV partner for the Laboum project to conduct trenching and to undertake a maiden drill programme.

Birsok (198 km2) Bauxite Project, Central Cameroon

The Birsok licence is located 370km northeast of the capital city of Yaoundé. From 2013 to October 2018 they were under a JV with Canyon. The project is contiguous with Canyon's Minim-Martap, a potential tier-one bauxite project.

On 11 February 2019, the Company announced that it had signed a Termination Agreement, a Sale and Purchase Agreement and a Royalty Agreement with Canyon. For termination of the JV Altus will receive a total consideration of 25 million Canyon shares. On 11 February 2020, the Company received an initial 15 million Canyon shares, with the balance of 10 million shares to be received in twelve months from that date. For vending the Birsok project to Canyon, Altus will receive an additional 5 million Canyon shares. The royalty will pay Altus US$1.50/tonne for bauxite mined from the Birsok project (subject to Canyon receiving a mining licence on its contiguous Minim Martap project). Details of these agreements with Canyon are available on the Group's website (www.altus-strategies.com/news, entry dated 11 February 2019). Altus has agreed with Canyon to escrow the first 15 million shares issued in respect of the JV termination for 12 months from the date of issue.

During the quarter no additional exploration was undertaken on the Birsok licence which is currently pending renewal.

Bikoula (200 km2) & Ndjele (200 km2) Iron Project, Southern Cameroon

The Bikoula and Ndjele licences are located 150km south of the capital city of Yaoundé. The licences are on the western geological strike of the Nkout iron ore deposit and 160km west of the Mbalam iron ore deposit. The licences are adjacent to the road linking to the deep-water port at Kribi and are 30km north of the proposed trans-Camerooneast-west iron ore rail line.

The Group has defined a maiden JORC-compliant Inferred Mineral Resource of 46 Mt at 44% Fe, including a supergene haematite cap of 5 Mt at 52.7% Fe. The independent JORC resource report was prepared by Coffey Mining South Africa (Pty) Ltd and entitled 'Mineral Resource Estimation and Classification of the Bikoula Iron Ore Project in Cameroon' and dated April 2014. The resource was calculated on less than 25% of the strike of a 17km-long Libi Hills airborne geophysical target. To date 48 drill holes have been completed at Bikoula. During 2018, Altus pitted a large airborne magnetic anomaly at the Nkout North prospect. This work discovered further supergene haematite within reddish clayey soils. The Group considers this prospect and the undrilled remainder of the Libi Hills prospect to

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represent excellent targets for the definition of further high-grade iron ore resources. The Bikoula and Ndjele licences are currently pending renewal. No significant exploration work was conducted during the quarter.

Altus is actively seeking a partner to advance the project with further drilling along the anomaly, and the preparation of an independent mineral resource estimate.

Morocco Operations

Altus holds four projects in Morocco through its 100% owned subsidiary, Aterian Resources Ltd, targeting copper, lead, zinc, silver and gold.

Agdz Copper-Silver Project (60 km2), Central Morocco

Agdz comprises four contiguous permits in the Anti-Atlas Mountains, 350km south of the capital city Rabat and 14km from the Bouskour copper mine which is operated by Managem, the Moroccan state mining group.

Altus has carried out geological mapping, surface outcrop sampling, reconnaissance trenching and ground magnetic surveys. This work has defined strongly mineralised and altered zones and a clear structural context. Three main prospects have been identified to date at Makarn, Amzwaro and Minière from which rock-chip samples have returned assay results up to 26.5% Cu and 448 g/t Ag and an initial rock-chip channel sample returned 1.25% Cu and 96 g/t Ag over 9.3m, with grades up to 2.26% Cu and 223 g/t Ag. Rock-chip and spoil samples from the Minière prospect, which hosts multiple underground workings that exploit a series of sub-parallel alteration zones, have returned 13.0% Cu, 6.0% Cu and 5.0% Cu. Mapped alteration in the Makarn prospect is analogous to that of the Bouskour mine (the mineralization hosted at Bouskour is not necessarily indicative of mineralization hosted at Agdz) and has been mapped over a 0.5km strike length to date. Exploration work conducted earlier in 2019 at Agdz included surface mapping, and sampling. No further exploration work was conducted during the quarter. Altus is actively seeking a JV partner for Agdz to conduct trenching and to undertake a maiden drill programme.

Takzim Copper-Zinc Project (72 km2), Central Morocco

Takzim comprises five permits located 35km northeast of the city of Marrakech and 7km east of the historical Bir-n-Hass copper mine. No significant exploration work was conducted on Takzim during the quarter.

Zaer Copper Project (96 km2), Central Morocco

Zaer comprises six permits located 80km south of the capital city of Rabat in the Hercynian Massif, which contains three large granitic plutons that have been intruded into a sequence of sediments. The region hosts active and historical mines for copper, tin, tungsten, lead and zinc. Zaer is strategically located covering a 20km strike length of metamorphic aureole along a granite-metasediment contact. No significant exploration work was conducted on Zaer during the quarter.

Ammas Zinc-Lead Project (32 km2), Central Morocco

Ammas is comprised of two permits, located 30km south of the city of Marrakech. The project is 3km southeast and along strike of Managem's Hajjar Zn-Pb-Cu VMS mine (the mineralization hosted at Hajjar is not necessarily indicative of mineralization hosted at Ammas). The Hajjar mine exploits a number of buried and folded massive sulphide lenses. No significant exploration work was conducted on Ammas during the quarter.

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Ethiopia Operations

Altus holds three projects in Ethiopia at Tigray-Afar, Daro, and Zager. All three projects are held by the Company's 100% owned subsidiary, Altau Resources Ltd and are located on the prospective Arabian Nubian Shield of Northern Ethiopia.

Daro Copper-Gold Project (412 km2), Northern Ethiopia

Daro is located 570km north of Ethiopia's capital city, Addis Ababa and 95km west of the Company's Tigray-AfarCu-Ag project. The project targets potential Volcanogenic Massive Sulphide ("VMS") copper and gold deposits. It is situated in the Neo-Proterozoic Nakfa Terrane, which hosts a number of significant VMS base metal and gold deposits and mines.

Prospecting and regional mapping has identified key geological markers for a VMS deposit type setting. These include the presence of bimodal volcanics, extensive chert horizons and associated metasediments, which conform to an ophiolite complex of ancient oceanic crust and seafloor sediments.

To date, five priority prospects: Keren, Teklil, Wedihazo, Simret and Wedi Keshi have been defined by the Company on the licence. The Keren prospect strikes for 2km with grab and outcrop samples returning up to 37 g/t Au and 10.35 g/t Au. At the 2.5km long Teklil prospect, located within an ophiolite complex, rock chip and grab samples have returned 24% Cu, 6.51 g/t Au and 203 g/t Ag. A reconnaissance ground gravity geophysical survey along an initial 300m section of the Teklil prospect, identified a potentially significant gravity anomaly adjacent to key VMS markers, including a gossanous outcrop sample which returned 6.95% Cu. Rock chip and grab sample results at the 0.5km long Wedihazo prospect, have returned up to 22.3% Cu and 0.24 g/t Au. At the Simret prospect, grab samples have returned up to 944 g/t Ag, 3.55 g/t Au and 2.72% Pb and discovered Au-Ag-Cu-Pb-Zn bearing quartz veins and gossanous float. The Wedi Keshi gold prospect has been mapped as a highly altered quartz-feldspar porphyry intrusion with a strike length of approximately 2km and up to 300m in width. The intrusion is coincident with a series of discontinuous hard gold workings which likely represent the primary source for gold in the alluvial artisanal workings in the area. Rock chip sampling of quartz veins and altered wall rock material have returned 21.6 g/t Au 14.1 g/t Au, 8.5 g/t Au and 7.3 g/t Au. No significant exploration work was conducted on Daro during the quarter.

Altus is actively seeking a JV partner for Daro to conduct trenching and to complete a geophysical gravity survey with the aim of defining targets for a maiden drill programme.

Zager Copper-Gold Project (285 km2), Northern Ethiopia

The Zager prospect is located in the Semien Mi'irabawi Zone of Tigray in northern Ethiopia, approximately 175km northwest of the Tigray state capital of Mekele and 610km north of Addis Ababa. It is 80km west of the Company's Daro project and 15km north of the Harvest polymetallic VMS project. The project targets potential VMS copper and gold deposits. It is situated in the Neo-Proterozoic Nakfa Terrane, which hosts a number of significant VMS base metal and gold deposits and mines.

Initial prospecting and ground truthing programme on Zager have resulted in the discovery of five hard rock artisanal gold workings, two of which have shafts estimated to be up to 15m deep. Follow up exploration has identified eight additional hard rock artisanal gold workings. Three of the newly identified workings are situated on the margin of a large alluvial gold field, where densely spaced excavations cover an area of approximately 500m by 1,000m. Rock chip sampling, primarily of quartz veins and spoil from the hard rock sites, have returned grades including 27.1 g/t Au, 7.3 g/t Au and 2.9 g/t Au. Polymetallic mineralisation has also been observed at a number of localities, with galena, chalcopyrite and bornite identified in hand specimen. These observations have been supported by rock

Page | 10

chip sample results up to 1.5 % Pb, 0.2 % Cu and 24 g/t Ag. No significant exploration work was conducted on Zager during the quarter. Altus is actively seeking a JV partner for Zager to conduct trenching and complete a geophysical gravity survey with the aim of defining targets for a maiden drill programme.

Tigray-AfarCopper-Silver Project (242 km2), Northern Ethiopia

Tigray-Afar is located 580km north of Ethiopia's capital city, Addis Ababa and 95km east of the Company's Daro Cu-Au project. An evaluation of previous exploration data by the Company, has identified a potential sediment hosted copper target within a 5km long VTEM conductor. The zone hosts gossans at surface, which are interpreted to overlay a potential copper sulphide source which has yet to be drill tested. No further work was undertaken during the quarter. The next steps for the project will be to conduct a 2,000m five hole programme to test the presence of sedimentary hosted copper mineralisation. No significant exploration work was conducted on Tigray-Afar during the quarter. Altus is actively seeking a JV partner for Tigray-Afar. The Tigray-Afar licence is currently pending renewal.

Liberia Operations

During the quarter Altus elected to not renew its Zolowo licence, the sole exploration licence the Company held in Liberia through its 100% owned subsidiary, Auramin Ltd. The Company elected to withdraw from Liberia, due to the comparatively high costs of undertaking mineral exploration in the country.

Côte d'Ivoire Operations

Altus holds one granted licence, Prikro, and two licence applications in Côte d'Ivoire. The licence and applications are held through the Company's 100% owned subsidiary, Aeos Gold Ltd.

Prikro Gold Project (369.5 km2), Southwestern Côte d'Ivoire

Prikro is located 240km northeast of the country's largest city, Abidjan. The project targets a folded and sheared Birimian-aged greenstone sequence intruded by felsic plutons, and hosts historical Au, Cu, Zn and Mo mineral occurrences. No material exploration was undertaken on the project during the year.

Toura Co-Ni licence application, western Côte d'Ivoire

The Company has signed an option agreement on its Toura exploration licence application with Firering Holdings Limited ("Firering") upon exercise of which Firering will earn a 95% interest in the project, and Altus will receive a cash payment of €15,000, a 5% capped free carried interest and a royalty linked to the nickel price.

Projects in which the Group holds purely a royalty interest

Leopard Rock Gold Prospect (90 km2), Western Liberia

The Leopard Rock prospect is part of the 457km2 Bea Mountain Mining Licence in western Liberia, located approximately 100km northwest of the capital city, Monrovia, held by Avesoro Resources Inc. [AIM/TSX: ASO], which was taken private in January 2020. The prospect is located in the north-eastern part of the licence area, approximately 40km northeast of the New Liberty Gold Mine and 2km southeast of the Ndablama project. The target area is underlain by Archaean greenstones comprising amphibolite gneisses and ultramafic schists situated within the pressure shadow of the adjacent granitic batholith and along the western margin of a shallow westerly-dipping shear. This deformation zone is gently folded around the edge of the intrusion forming an open west-plunging anticline that is the key host of mineralisation. Gold is associated with shear-hosted disseminated sulphides and hydrothermal alteration, namely silicification, magnetite destruction, phlogopite and chlorite.

Page | 11

Exploration across the Leopard Rock and Ndablama prospects began in 2007 with a series of channels highlighting the potential for gold mineralisation within the granitoid's pressure shadow. A significant soil sampling programme has been undertaken on a 50m x 100m grid which has defined a 13 km long gold-in-soil anomaly that is up to 100 m wide. This zone coincided with the margin of the granitoid and the southern extents formed the basis of the Ndablama and Leopard Rock prospects. An induced polarisation survey was carried out by Fugro in 2012 over a 1.8km2 area which outlined a 500m zone of potential gold mineralisation between these two prospects, and suggests both are hosted by a continuation of the same NW-SE trending structure. Subsequent trenching and channelling at Leopard Rock has confirmed the presence of sub-surface gold with highlights including 11m at 6.4 g/t Au and 4m at 6.4 g/t Au, and a maiden 24 hole drill programme subsequently returned intercepts of 4m at 17.6 g/t Au, 6m at 9.4 g/t Au and 4m at 13.9 g/t Au.

Altus holds a 2.5% Net Profit Interest royalty on the former Archaean Gold licence that encompasses the Leopard Rock prospect under a royalty agreement with Aureus Mining Inc. (now Avesoro Resources Inc.) in May 2013.

Djelimangara & Sebessounkoto Sud Gold Projects (55 km2 and 28 km2), Western Mali

The Company holds royalties over the Djelimangara and Sebessounkoto Sud gold projects, following their sale by the Company to Desert Gold in the fourth quarter of 2019.

The projects are located in the Kayes region of western Mali, approximately 450km northwest of the capital city of Bamako. The transaction included the payment to the Company of US$50,000 in cash and 3,000,000 Desert Gold shares which have a current value of approximately £0.2m (C$0.3m). Subject to project milestones being achieved, the Company may receive an additional US$200,000 in cash and up to 5,000,000 additional Desert Gold shares. The transaction also includes a 2.5% NSR royalty of which 1.5% can be repurchased by Desert Gold for up to US$6.0m, depending on the size of the NI 43-101 reserve at the time of a definitive feasibility study.

Sebessounkoto Sud is located 15km south east of the Company's Diba project. Historical trenching undertaken by Barrick, reportedly returned up to 0.68 g/t Au over 61m (not true width of intervals). During 2018 the Group defined the Soa gold prospect covering a 2.7km long gold-in-soil anomaly, identified from mapping artisanal workings, and sampling spoil and termite mounds. Spoil samples returned up to 5.18 g/t Au, 3.98 g/t Au and 2.4 g/t Au. Drilling by Desert Gold during the quarter returned 2.04 g/t gold over 30 metres (not true width of interval) from the Soa prospect.

Djelimangara is located 3km southeast of the Diba project, and comprises four priority prospects: Sourounkoto, Kamana, Woyanda and Manankoto. These are characterised by gold-in-soil anomalies of up to 2.5km in length, coincident with hard rock gold workings in fine metasediments. Historical drilling (unverified by the Group) has reportedly returned encouraging intersections including 1.34 g/t Au over 30m (not true width of interval).

Qualified Person

The technical disclosure in this MD&A has been read and approved by Steven Poulton, Chief Executive Officer of Altus. He has not verified the historical data disclosed in this document but has no reason to question its accuracy. A graduate of the University of Southampton in Geology (Hons), he also holds a Master's degree from the Camborne School of Mines (Exeter University) in Mining Geology. He is a Fellow of the Institute of Materials, Minerals and Mining and has over 20 years of experience in mineral exploration and is a Qualified Person under the AIM rules and NI 43-101.

Page | 12

OUTLOOK

The Company has noted a significant increase in the number of approaches from groups seeking potential transactions. Altus is reviewing a number of project and royalty acquisition opportunities and expects this work to lead to additional deal flow throughout the course of 2020.

Our key objectives for the next 12 months are to:

  • Continue to grow the number of projects in Altus' portfolio;
  • Advance the exploration work programmes across Altus' existing portfolio of licences;
  • Complete a number of royalty-based JV and other transactions on Altus' existing assets; and
  • Identify potential project, royalty and corporate acquisition opportunities and where possible conclude accretive transactions on these.

The Company's long-term objective is to generate significant positive cashflow for shareholders from a diversified portfolio of high-quality royalties, project sales and JVs.

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RESULTS OF OPERATIONS

Three months ended 31 March 2020

Income

Income from recharging costs to JV partners increased from £6,000 to £160,000 due to the commencement of work in January 2020 under the Glomin JV on the Lakanfla and Tabakorole gold projects in Mali (see Operations Report pages 4 - 7).

Exploration costs

Exploration costs increased from £239,000 to £301,000 which reflected increased activity on the two gold projects covered by the Glomin JV. This included an AC drilling programme and a high resolution ground magnetic survey on the Tabakorole project in southern Mali. Across the rest of the portfolio, costs were in line with previous quarters, reflecting a consistency in operations from the previous year, in which the team size was maintained and the level of on-site activity was similar.

Almost half of exploration costs in the quarter (£144,000) were attributable to the Group's projects in Mali, which was due to the uplift in activity described above and notwithstanding the fact that two of the Group's Mali projects, Djelimangara and Sebessounkoto Sud, were sold in August 2019. In the comparative quarter in 2019, expenditure was split more evenly between Mali, Ethiopia, Cameroon and Morocco. During the quarter the Group did not renew its Zolowo licence in Liberia and exploration costs for that country reduced almost to zero.

Administrative expenses

Administrative expenses in the Statement of Comprehensive Loss increased slightly on the comparative quarter in 2019 from £208,000 to £219,000. The cost base of the business did not expand over that period, with premises and staff being maintained at a consistent level, and careful management by the Group of contract renewals and other ad hoc expenditure. Audit and accounting fees of £11,000 were lower than in 2019 (£33,000) due to a reduction in the use of external accountancy services. In addition, in the comparative quarter costs were incurred for the 2018 audit as well as accrued for the 2019 audit and there were also backdated audit fees for one of the African subsidiaries. In the quarter to 31 March 2020, the value of the Zolowo licence (£3,798), which was not renewed, was impaired. In the first quarter of 2019 no licences were impaired.

Staff costs across exploration and administration increased from £201,000 to £229,000, which partly reflected recording of salary costs deferred from 2019, and there was a small increase in salaries in March 2020 although this was partly offset by the reduction in outsourced support mentioned above. The overall team size was consistent from the comparative quarter to the reporting quarter. In the previous quarter and through most of 2019, the directors had deferred salary to help to preserve the Group's cash balance. In December 2019, a proportion of the deferred balance was settled, and all of the directors apart from Michael Winn, who was required to remain independent, participated in the private placement undertaken by the Company in December 2019, subscribing for a total of 6,774,263 new ordinary shares (pre-consolidation) at a price of £0.052 / C$0.09 per share with an aggregate value of £0.35 million / C$0.61 million. From the first quarter of 2020, the non-executive directors will be paid their fees on a quarterly basis.

Listing and acquisition related costs

The category of listing and acquisition related costs was expanded in 2019 to include legal, regulatory and other such costs relating to JV and other corporate transactions. By nature, these costs are not

Page | 14

consistent, and in the first three months of 2020 dropped to £7,000 (2019: £27,000). A small number of regulatory costs relating to strategic investment by La Mancha in February 2020 were expensed.

Other income and costs

Other income in the first quarter related to the issue to the Group by Canyon of the first 15 million shares out of 25 million shares agreed for the termination of the JV covering the Group's Birsok and Mandoum bauxite project in central Cameroon (see Operations Report on pages 7-8). When the shares were issued on 11 February 2020, they were valued at C$1.9 million (£1.1 million), based on a share price of A$0.14. The quarter witnessed unprecedented market turbulence with the onset of the COVID-19 pandemic. At 31 March 2020 the price of the shares was A$0.06, which, together with a movement in the foreign exchange rate, contributed significantly to a fair value loss on investment in the quarter of £777,000. Since the end of the quarter, the share price of Canyon returned to A$0.13. The other Group investment included in the fair value figure is Desert Gold, which purchased the Djelimangara and Sebessounkoto Sud gold licences in August 2019. Desert Gold's share price ended 2019 at C$0.12, and from January to March fluctuated between C$0.16 and C$0.08, finishing the quarter at C$0.09.

In February 2020, a UK research and development tax credit of £129,031 that the Group had submitted through its subsidiary Altus Exploration Management Limited for the 2017 tax year, was settled by the UK tax authority, HM Revenue and Customs.

Liquidity and Capital Resources

From 31 December 2019 to 31 March 2020 the net assets of the Group increased from £4,531,000 to £11,699,000, which mainly reflected the conclusion of the second tranche of the private placement in January 2020 and the strategic investment in the Company by La Mancha in February 2020.

Prior to the quarter, the Group had raised £2.4 million in December 2019 through a non-brokered private placement of 46,328,802 ordinary shares (pre-consolidation) at an issue price of £0.052 (C$0.09) with existing and new institutional and private investors. However, part of the fundraise was subject to additional regulatory approval in respect of one of the investors, which meant that it was recorded as a current liability rather than as share capital until that approval was received in January 2020.

On 18 February 2020 a General Meeting of the Company's shareholders was held at which the strategic investment by La Mancha was approved. This investment concluded on 21 February 2020 and raised £6.5 million (C$11.2 million) before expenses through the issuance of 124,229,389 new ordinary shares (pre-consolidation) at an issue price of £0.052 (C$0.09). As a result of this investment La Mancha holds 35.45% of the issued share capital of the Company.

At the General Meeting the Company's shareholders also approved a consolidation of the Company's ordinary shares (the "Share Consolidation"). Under the Share Consolidation, one consolidated ordinary share ("Consolidated Ordinary Share") was issued for every five existing ordinary shares. The Share Consolidation occurred after the close of trading in the Company's shares on AIM and the TSX-V on 21 February 2020, and dealings in the Consolidated Ordinary Shares commenced on 24 February 2020.

The Group's cash balance increased in the quarter from £2,213,000 to £7,938,000. Based on the spending profile of 2019 and a two-year budget broadly covering 2020 and 2021 the cash balance at the end of the year will be sufficient to fund operations for the whole of 2020. The Group will continue to manage its cash resources carefully while making the best use of new funds to advance the Group's existing portfolio and to take advantage of new opportunities.

Page | 15

The increase in non-current assets was due to the additional investment in Canyon arising from the receipt by the group of 15 million shares in Canyon, although, as mentioned under Administrative expenses, the fair value of the shares reduced considerably by the reporting date due to fluctuations in the price of the shares, and in the share price of the Group's other investment, Desert Gold.

The right-of-use asset represented by the single lease reported under the scope of IFRS 16 reduces each quarter as the outstanding lease term reduces. This is almost completely offset by the reduction in the lease liability, which is included in Trade and other payables in both current and non-current liabilities.

Trade and other receivables remained constant through the quarter. Trade and other payables reduced significantly. In December 2019 Delphi Unternehmensberatung AG participated in the Group's private placement and remitted funds for the full 35 million shares (pre-consolidation) for which it had subscribed. However, part of the placement of shares was subject to additional Canadian regulatory approval and the value of the 14 million unissued shares was recorded as a liability at the end of the year. Approval was received in January 2020, the remaining shares were issued and the liability was erased.

Page | 16

SUMMARY OF QUARTERLY RESULTS

2020

2019

2019

2019

Quarter Ended

31 Mar

31 Dec

30 Sep

30 Jun

£

£

£

£

Costs recovered from JV partners

159,814

31,724

75

22,161

Exploration costs

(300,757)

(359,019)

(235,519)

(390,342)

Administration costs

(219,306)

(283,938)

(160,249)

(10,756)

Listing and acquisition costs

(7,106)

(21,773)

(12,530)

(27,586)

Net profit/(loss) from operations

(367,355)

(633,006)

(408,223)

(406,523)

Net interest income/(expense)

(1,499)

0

7

2

Other operating income

1,108,999

146,009

(2,167)

1,899

Gain/loss on disposal

-

(520,915)

-

-

Fair value gain/(loss) on investments

(777,604)

(12,819)

(136,364)

116,848

Loss before taxation

(37,459)

(1,020,731)

(546,747)

(287,774)

Taxation

-

-

-

-

Income/(loss) for the quarter

(37,459)

(1,020,731)

(546,747)

(287,774)

Income/(loss) per share - basic and diluted

(0.00)

(0.00)

(0.00)

(0.00)

2019

2018

2018

2018

Quarter Ended

31 Mar

31 Dec

30 Sep

30 Jun

£

£

£

£

Costs recovered from JV partners

5,951

44,231

4,122

6,831

Exploration costs

(116,120)

(103,455)

(199,036)

(271,531)

Administration costs

(317,500)

(404,635)

(292,732)

(197,042)

Listing and acquisition costs

(39,291)

(3,027)

-

(60,456)

Net profit/(loss) from operations

(466,960)

(466,886)

(487,646)

(522,198)

Investment income

5

32

17

7

Other operating income

(2,217)

(30,974)

10,440

22,171

Fair value gain/(loss) on investments

(74,194)

(47,011)

494,883

(46,383)

Loss before taxation

(543,366)

(544,839)

17,694

(546,403)

Taxation

-

-

-

-

Income/(loss) for the quarter

(543,366)

(544,839)

17,694

(546,403)

Income/(loss) per share - basic and diluted

(0.00)

0.00

(0.00)

(0.00)

There has not been a material change in the underlying costs of the business from the first quarter of 2019 to the first quarter of 2020 as the scope of operations, and the size of the team have remained largely the same throughout the year. The net loss from operations in the three months to 31 March 2020 improved as costs relating to the JV on the Lakanfla and Tabakorole projects, which included an element of the costs of the Group to manage the projects, were recharged to the JV partner.

The Company has made great efforts to carefully manage its financial resources and to focus

Page | 17

expenditure on the areas that bring the greatest return in terms of the marketability of its licence portfolio. This has meant that the majority of quarters in the table above have seen a progressive reduction in net loss from operations. Notwithstanding the Company's strong cash balance, the Company will continue to manage its cash resources responsibly, and in pursuing the advancement of its exploration portfolio, to seek to share costs with partners where the Company is adding value.

The variable costs that have resulted in the main quarterly fluctuations in the table above are set out below.

The main variations in exploration costs are due to changes in the level of onsite activity, with additional costs to transport geologists to site including flying UK geologists to Africa, equipment rentals and maintenance and use of causal labour. The drilling of licence sites engenders a significantly higher level of exploration expense and the Company undertakes this activity through JVs. The most significant cost aside from drilling is for assaying samples including the transport of samples to the assaying labs. Other costs which cause variations between quarters are licence renewals, annual audit costs and local taxes. Exploration licences and land rents, although a significant cost to the business, are capitalised in line with the Company's accounting policies and do not generally affect the quarterly results. The increase in Q4 2019 was partly due to the accrual of a management bonus for the year in that quarter; there was no corresponding increase in Q4 2018 as no management bonus was awarded in that year. In addition, there was a £39,000 impairment charge in the quarter relating to the Company's expired Mandoum licence.

Listing and acquisition costs have remained relatively stable since the listing of the Company's ordinary shares on the AIM in London in August 2017, the Plan of Arrangement with Legend in January 2018 and the additional listing of the Company on the TSX-V in Toronto in June 2018. Since the beginning of 2019, the Company has grouped together the costs of executing JV and other partnering agreements, and financing and costs of corporate acquisition costs.

The change in the fair value gain on investment is derived from the value of shares in Canyon (ASX: CAY) and Desert Gold (TSX-V: DAU). Canyon's shares were valued at A$0.06 at 31 March 2020, and varied in price between A$0.05 and A$0.17 in the first quarter of 2020 and between A$0.14 and A$0.24 during 2019. Further fluctuations resulted from the shares' denomination in Australian dollars. In addition to the 1.1 million shares held by Company at 31 December 2019, a further 15 million shares were issued to the Company on 11 February 2020. These shares are subject to a 12-month voluntary escrow.

Three million shares in Desert Gold were issued to the Company on 07 November 2019 at C$0.12, the price at 31 March 2020 was C$0.09, and it has fluctuated during the intervening period between C$0.08 and C$0.16. The shares are denominated in Canadian dollars.

OFF-BALANCE SHEET ARRANGEMENTS

The Group had no off-balance sheet arrangements.

RELATED PARTY TRANSACTIONS

The Company entered into a number of transactions with key management personnel. The remuneration of key management personnel, including those persons having the authority and responsibility for the planning, direction and control of the Group's activities during the quarter ending 31 March 2020, are shown in the table below. Karim Nasr was appointed as a director on 06 April 2020

Page | 18

and did not accrue or receive any remuneration in respect of the quarter.

David

Steven

Matthew

Robert

Michael

Total

Netherway

Poulton

Grainger

Milroy

Winn

£

£

£

£

£

£

Salary / Fees

8,750

31,250

25,000

6,250

5,000

76,250

Bonuses

-

-

-

-

-

-

Pensions

-

3,125

2,500

-

-

5,625

Total

8,750

34,375

27,500

6,250

5,000

81,875

The above payments for director compensation are payments made in the normal course of business. The amounts paid for these services are negotiated in good faith by both parties and fall within normal market ranges. The Remuneration Committee reviews executive compensation annually. The Board of Directors considers any changes recommended by the Remuneration Committee and approves these changes if appropriate.

In each year directors may choose to defer some of their remuneration, whether this is salary or Company pension contributions, until such time as the Company has the liquid resources available to be able to settle the deferred amounts in cash. Deferred remuneration is recorded in the accounts by way of an accrual. At 31 March 2020 no salary or fees for the quarter were deferred. During the quarter, brought forward deferred salary and fees balances of £247,410 were settled. Balances of outstanding bonuses in respect of 2017 and 2019 totalling £61,875 were also settled during the quarter. The remaining bonus balance of £65,625 in respect of 2019 was settled in April 2020. No remuneration has been settled in equity. There was an outstanding balance of employer's pension contributions of £68,500 as at 31 March 2020.

All balances due to or from related parties are included in trade or other payables or trade and other receivables. The employment contracts with senior management are ongoing monthly commitments which can be terminated by either party with sufficient notice.

The following are the related party balances at 31 March 2020 and 31 March 2019.

31 March

31 March

Related party current assets/(liabilities)

2020

2019

£

£

Canyon Resources Ltd

43,501

43,501

Seabord Services Corp.

(42,682)

(48,071)

Aegis Asset Management Ltd

790

360

1,609

(4,210)

Canyon Resources Ltd

David Netherway is a director and shareholder of the Company. He is also a director of Canyon which is listed on the ASX. Altus had a JV with Canyon in relation to the Birsok project in central Cameroon, which was terminated in February 2019, and 15 million shares in Canyon were received in respect of the joint venture termination in February 2020 and a further 10 million shares are due to be delivered to the Company in February 2021. As at 31 March 2020, the balance owing to Altus was £43,501 (31 March

Page | 19

2019: £43,501).

Seabord Services Corp.

Michael Winn is a director and shareholder of the Company. He is also the controlling party of Seabord Services Corporation ("Seaboard"). Seabord has an agreement with Altus to provide financial advisory services and administrative support to Altus, and up to 1 July 2019 also provided the services of a Chief Financial Officer. As at 31 March 2020, the balance due from Altus was £42,682 (31 March 2019: £48,071).

Aegis Asset Management Ltd

Three of the directors and shareholders of the Company are also directors of Aegis Asset Management Ltd ("Aegis"), which was formerly a subsidiary of the Company. Altus incurs some incidental costs which it recharges to Aegis. As at 31 March 2020, the balance due to Altus was £790 (31 March 2019: £360).

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the quarter in which the estimate is revised where the revision affects only that period, or in the quarter of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical Judgments

Impairment of Deferred Exploration Costs

Deferred exploration costs had a carrying value as at 31 March 2020 of £3,227,724 (31 March 2019: £4,084,576). Management tests quarterly whether deferred exploration costs have a carrying value in accordance with the accounting policy stated in note 15 in the annual audited consolidated financial statements of Altus Strategies plc. Each exploration project is subject to a quarterly review either by a consultant or a senior Company geologist to determine if the exploration results returned to date warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration long-term metal prices, anticipated resource volumes and grades, permitting and infrastructure, external factors affecting the project, as well as the likelihood of ongoing funding from current or potential JV partners. In the event that a project does not represent an economic exploration target and results indicate that there is no additional upside, or that future funding from JV partners is unlikely, a decision will be made to discontinue exploration. A further review of the recommendations of the consultant or senior Company geologist is then performed by management. The Directors have reviewed the estimated value of each project prepared by management and do not consider any further impairment necessary.

Share based payments

Estimating fair value for share based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. For issues

Page | 20

of shares in respect of debt the Company values the shares based on the lower of the closing price on the AIM or TSX-V of the shares on the prior day or on the volume weighted average for a reasonable period determined by management. For the grant of share options or share warrants, the Company uses the Black Scholes Model. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of any share option or appreciation right, volatility and dividend yield and making assumptions about them.

Stability of Joint Venture Partners

The stability of the Group's JV partners is periodically reviewed in determining the likelihood of future funding for related projects.

FINANCIAL RISK MANAGEMENT

Altus's strategy with respect to cash is to safeguard this asset by investing any excess cash in very low risk financial instruments such as term deposits or by holding funds in the highest yielding savings accounts with major United Kingdom banks. By using this strategy, the Company preserves its cash resources and can marginally increase these resources through the yields on these investments. The Company's financial instruments are exposed to certain financial risks, which include currency risk, credit risk, liquidity risk and interest rate risk.

Currency Risk

The Company's functional currency is the Pound Sterling, and major purchases are transacted in Pounds Sterling, US Dollars, Canadian Dollars, West African Francs, Ethiopian Birrs and Moroccan Dirhams. The Company's head office expenditures are mainly incurred in Pounds Sterling and the majority of its exploration costs are incurred in the local African currencies. The Company manages its currency risk by preparing a detailed budget to identify its currency requirements over the forecast period, and converts funds to reduce the risk posed by future currency exposure. For the twelve months ended 31 March 2020, the Company had an exchange loss of £16,730 (31 March 2019: £15,437 loss) which was not material to its operations.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the market interest rates. When the Company has sufficient cash, it is invested in term deposits which can be reinvested without penalty after thirty days should interest rates rise. As at 31 March 2020 the Company did not have any interest-bearing loans. Accordingly, the Company does not have significant interest rate risk.

Credit Risk

Credit risk is the risk that one party will cause a financial loss for another party by failing to discharge an obligation. The Company's credit risk is primarily attributable to receivables. The Company has no significant concentration of credit risk arising from operations. Financial instruments included in receivables consist of trade receivables and amounts due from associates.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's objective is to ensure that there are sufficient committed financial resources to meet its current obligations and its future business requirements for a minimum of twelve months. Altus completed a private placement in December 2019 raising gross proceeds of approximately C$4.1 million (£2.4 million) and an investment from a strategic investor in February 2020 that raised proceeds of

Page | 21

C$11.2 million (£6.5 million). Consequently, the Company has sufficient working capital to discharge its current liabilities and fund ongoing operations for at least the next twelve months.

FINANCIAL INSTRUMENTS

Fair Values

The Company's financial instruments consist of cash and cash equivalents, trade and other receivables, investments, and trade and other payables. Financial instruments are initially recognized at fair value with subsequent measurement depending on classification as described below. Classification of financial instruments depends on the purpose for which the financial instruments were acquired or issued, their characteristics, and the Company's designation of such instruments. The Company has classified its financial instruments as follows:

Investments

Amortised

at FVTPL

Cost

Total

As at 31 March 2020

£

£

£

Cash and cash equivalents

-

7,938,197

7,938,197

Trade and other receivables

-

211,215

211,215

Non-current investments

632,993

-

632,993

Trade and other payables (current and non-current)

-

(429,918)

(429,918)

632,993

7,719,494

8,352,487

Financial instruments measured at fair value on the statement of financial position are summarized into the following fair value hierarchy levels:

  1. Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
  2. Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
  3. Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

OUTSTANDING SHARE DATA

As of the date of this MD&A the Company had 70,091,601 issued and outstanding Consolidated Ordinary Shares. During the quarter the Company concluded a 5-for-1 share consolidation. The consolidated Ordinary Shares of nominal 5p each ("Consolidated Ordinary Shares") commenced trading on 24 February 2020. There were also share purchase warrants outstanding as at 31 March 2020 to purchase 5,660,695 Consolidated Ordinary Shares, as follows:

Warrants outstanding

Exercise price*

Issue date

Expiry date

182,372

C$1.12 (£0.64)

18 April 2018

17 April 2021

5,478,323

C$1.50 (£0.86)

18 April 2018

17 April 2023

  • Exercise prices in GBP are determined by reference to the underlying Canadian Dollar price and the exchange rate as at 31 March 2020.

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RISKS AND UNCERTAINTIES

No Assurance of Titles or Borders

The acquisition of the right to exploit mineral properties is a very detailed and time-consuming process. There can be no guarantee that the Company has acquired title to any such surface or mineral rights or that those rights will be obtained in the future. To the extent they are obtained, titles to the Company's surface rights or mineral properties may be challenged or impugned and title insurance is generally not available. The Company's mineral properties may be subject to prior unregistered agreements, transfers or claims and title may be affected by, among other things, undetected defects. Such third-party claims could have a material adverse impact on the Company's operations.

Mineral Property Exploration and Mining Risks

The business of mineral deposit exploration and extraction involves a high degree of risk. Few properties that are explored ultimately become producing mines. At present, none of the Company's properties has a known commercial ore deposit. The main responses to operating risks include: ensuring ownership of and access to mineral properties by confirmation that option agreements, claims and leases are in good standing and obtaining permits for drilling and other exploration activities. There can be additional risks involved in some countries where pending applications for claims or licenses can be affected by government changes to application procedures.

Some of the Company's mineral properties are located within or near local communities. In these areas, it may be necessary as a practical matter to negotiate surface access with these local communities. There can be no guarantee that, despite having the legal right to access a mineral property and carry on exploration activities, that the Company will be able to negotiate a satisfactory agreement with the existing land owners or communities for this access. Therefore, the Company or one of its JV partners may be unable to carry out exploration activities on a property. In those circumstances where access has been denied by a local community or land owner, the Company may need to rely on the assistance of local officials or the courts to gain access or it may be forced to abandon the property.

Altus may acquire properties through option agreements in the future. Acquisition of title to the properties under these kinds of agreements is only completed when all the option conditions have been met. These conditions generally include making property payments, incurring exploration expenditures on the properties and can include the satisfactory completion of pre-feasibility studies. If the Company does not satisfactorily complete these option conditions in the time frame laid out in the option agreements, the Company's title to the related property will not vest and the Company will have to write-off the previously capitalized costs related to that property.

JV Funding Risk

When appropriate, Altus seeks partners through JVs or option agreements to fund exploration and project development and the Company seeks to retain a royalty interest in its projects as well as receive milestone-based payments. The main risk of this strategy is that funding partners may not be able to raise sufficient capital to satisfy exploration and other expenditure terms in a particular option agreement. As a result, exploration and development of one or more of the Company's property interests may be delayed depending on whether Altus can find another partner or has enough capital resources to fund the exploration and development on its own.

Commodity Price Risk

Altus is exposed to commodity price risk. Declines in the market prices of gold, base metals and other minerals may adversely affect its ability to raise capital or attract JV partners to fund exploration on its

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mineral properties. Commodity price declines could also reduce the amount the Company would receive on the disposition of one of its mineral properties to a third party.

Financing and Share Price Fluctuation Risks

Altus has limited financial resources, has no reliable source of operating cash flow and has no assurance that additional funding will be available to it for further exploration and development of its projects. Further exploration and development of one or more of the Company's projects may be dependent upon the Company's ability to obtain financing through equity issues, debt financing or the sale of some of its exploration properties. Failure to obtain this financing could result in delay or indefinite postponement of further exploration and development of its projects which could result in the loss of one or more of its properties.

Securities markets often experience a high degree of price and volume volatility, and the market price of securities of many companies, particularly those considered to be development stage companies such as Altus, have experienced wide fluctuations in share prices which have not necessarily been related to their operating performance, underlying asset values or prospects. As a result, there can be no assurance that the Company will be able to attract additional capital or whether share prices will be strong to enough to make private placements advisable.

Political and Currency Risks

The Company is operating in African countries, where there is a higher risk of political uncertainty and instability. The Company regularly monitors the political situation in each country in which it operates. Changing political situations may affect the manner the Company operates. The Company's equity financings are sourced in Pounds Sterling and Canadian Dollars but it incurs a significant portion of its expenditures in US Dollars and West African Francs, Ethiopian Birr and Moroccan Dirham. There are no currency hedges in place. Therefore, a weakening of its funding currencies against the US Dollar, West African Franc, Ethiopian Birr and Moroccan Dirham could have an adverse impact on the amount of exploration conducted.

Insured and Uninsured Risks

During exploration, development and production on mineral properties, the Company is subject to many risks and hazards in general, including adverse environmental conditions, operational accidents, labour disputes, unusual or unexpected geological conditions, changes in the regulatory environment and natural phenomena such as inclement weather, floods, and earthquakes. Such occurrences could result in damage to the Company's property or facilities and equipment, personal injury or death, environmental damage to properties of the Company or others, delays, monetary losses and possible legal liability.

Although the Company may maintain insurance to protect itself against certain risks in such amounts as it considers reasonable, its insurance may not cover all the potential risks associated with its operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums or for other reasons. Should such liabilities arise, they could reduce or eliminate future profitability and result in increased costs, have a material adverse effect on the Company's results and cause a decline in the value of the Company's securities. Some work is carried out through independent consultants and the Company requires that all consultants carry their own insurance to cover any potential liabilities because of their work on a project.

Environmental Risks and Hazards

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The activities of the Company are subject to environmental regulations issued and enforced by government agencies. Environmental legislation is evolving in a manner that will require stricter standards and enforcement and involve increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There can be no assurance that future changes in environmental regulation will not adversely affect Altus's operations. Environmental hazards may exist on properties in which the Company holds interests which are unknown to the Company at present.

COVID-19

Nations across the world are taking unprecedented action in response to the COVID-19 pandemic. First and foremost, Altus puts the welfare of its team and their families as its top priority. Altus responded to the situation by repatriating the Company's staff to their home countries and implementing remote working policies in the UK.

The economic threat to the Company is largely dependent on the duration of the outbreak and of the restrictions implemented to combat its spread. In the short term, the Company has a considerable amount of desk based 'remote sensing' work that has to be completed. This includes the assimilation and analysis of open-source historic reports and data including satellite imagery, in order to define new targets for Altus to explore. This work will be conducted on the Company's existing licences, on new areas within countries where the Company is already active and also in countries where the Company does not have a presence. The Board will continue to monitor events and to provide updates when appropriate.

Conflicts of Interest

The Company's directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource companies and to the extent that such other companies may participate in ventures in which the Company may participate, some directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. If such a conflict of interest arises at a meeting of the Company's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with best practice and the laws of the UK and British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether the Company will participate in a program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

Key Personnel Risk

The Company's success is dependent upon the performance of key personnel working in management and administrative capacities. The loss of the services of any senior management or key personnel could have a material and adverse effect on the Company, its business and results of operations.

Competition

The Company will compete with many companies and individuals that have substantially greater financial and technical resources than the Company for the acquisition and development of its projects as well as for the recruitment and retention of qualified consultants and employees.

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Altus Strategies plc published this content on 27 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 May 2020 23:07:04 UTC