Vancouver, British Columbia--(Newsfile Corp. - January 29, 2018) - Legend Gold Corp. (TSXV: LGN) (the "Company" or "Legend") is pleased to announce that all conditions precedent have been satisfied or waived in respect of the completion of the previously announced plan of arrangement (the "Arrangement") between the Company and Altus Strategies Plc ("Altus"), a UK-based project generator with a portfolio of projects in Africa and listed in London on AIM (ALS).
The arrangement agreement set out the terms and conditions pursuant to which Altus acquired through an all-stock transaction the entire issued and outstanding common shares of LGN Holdings (BVI) Inc. ("LGN") being the owner of the Legend Projects, by way of a plan of arrangement pursuant to the laws of British Columbia.
Under the Arrangement, Legend will distribute the common shares in Altus ("Altus Shares") it receives, to Legend shareholders on the basis of three Altus Shares for each common share they hold in Legend ("Legend Shares"). The holders of outstanding warrants of Legend ("Legend Warrants") will be entitled to receive, upon exercise of their securities, the number of Altus Shares which the holders would have been entitled to receive as a result of the Arrangement, if immediately prior to the effective date the holders had exercised their Legend Warrants.
Legend sought the approval of the Supreme Court of British Columbia for the Arrangement and the Final Order was obtained on January 23, 2018.
In connection with the Arrangement, it is anticipated that Legend Shares will be halted following closing pending de-listing from the TSX Venture Exchange (the "TSX-V") and applications will made for the Company to cease to be a reporting issuer in the applicable jurisdictions. Altus has submitted an application for a dual listing of its shares on the TSX-V.
Michael Winn, Chief Executive and Chairman of Legend, commented:
"We are delighted to announce the imminent completion of the plan of arrangement with Altus. On behalf of the board I would like to thank Legend shareholders for their overwhelming support."
Steven Poulton, Chief Executive of Altus, commented:
"The completion of the plan of arrangement will be a transformational and accretive milestone for both Legend and Altus. The enlarged project generator company will offer shareholders direct exposure to a robust and well managed portfolio of nineteen projects at different stages of advancement, diversified by six commodities, across five countries and with two active joint venture partnerships. We believe the project generator model represents an optimal strategy for investors to participate in the potentially significant returns that can be made from making economic mineral discoveries, while mitigating a number of the potential financial, technical, managerial or geopolitical risks that can impact explorers that are heavily focused on just one or two assets. Our application and other preparations required for a dual listing of our shares on the TSX-V are underway and we will provide an update on this process in due course. In the meantime we look forward to welcoming Legend's shareholders and team to Altus."
FOR FURTHER INFORMATION PLEASE CONTACT:
Michael Winn, President and Chief Executive Officer
Email: [email protected]
Telephone: (604) 696 9396
Dave Miles, Chief Financial Officer
Email: [email protected]
Telephone: (604) 696 9396
This press release has been prepared by Legend Gold Corp. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, disclosure regarding possible events, proposed completion of the Proposed Transaction, conditions or financial performance that is based on assumptions about future economic conditions and courses of action; the timing and costs of future exploration activities on the Company's properties; success of exploration activities; permitting time lines and requirements; time lines for technical reports; planned exploration and development of properties and the results thereof; and planned expenditures and budgets and the execution thereof. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as "plans", "expects" or "does not expect", "is expected", budget", "scheduled", "suggest", "optimize", "estimates", "forecasts", "intends", "anticipates", "potential" or "does not anticipate", believes", "anomalous" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". In making the forward-looking statements in this news release, the Company has applied several material assumptions, including, but not limited to, that the current exploration and other objectives concerning its mineral projects can be achieved and that its other corporate activities will proceed as expected; that the current price and demand for gold will be sustained or will improve; that general business and economic conditions will not change in a materially adverse manner; the continuity of the price of gold and other metals, economic and political conditions and operations. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, risks related to the availability of financing on commercially reasonable terms and the expected use of proceeds; operations and contractual obligations; changes in exploration programs based upon results of exploration; future prices of metals; availability of third party contractors; availability of equipment; failure of equipment to operate as anticipated; accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry; environmental risks; certainty of mineral licenses; community and governmental relations; delays in obtaining governmental approvals or financing; fluctuations in mineral prices; the nature of mineral exploration and mining and the uncertain commercial viability of certain mineral deposits; the Company's lack of operating revenues; governmental regulations and the ability to obtain necessary licenses and permits; changes in environmental laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may increase costs of doing business and restrict operations; risks related to dependence on key personnel; and estimates used in financial statements proving to be incorrect; as well as those factors discussed in the Company's public disclosure record. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, the Company does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.