THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document, or the action you should take, you should seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) (“FSMA”) if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser who specialises in advising on the acquisition of shares and other securities. The Company and each of the Directors, details of which or whom appear on page 8 of this Document, accept responsibility both individually and collectively for the information contained in this Document including compliance with the AIM Rules for Companies (“AIM Rules”). To the best of the knowledge and belief of the Company and the Directors, each who have taken all reasonable care to ensure that such is the case, the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information. In connection with this Document, no person is authorised to give any information or make any representation other than as contained in this Document and, if given or made, any such information or representation must not be relied upon as having been authorised. This Document, which comprises an AIM admission document drawn up in accordance with the AIM Rules, has been prepared in connection with the proposed admission of the Enlarged Share Capital to trading on AIM, a market of London Stock Exchange plc (the ‘‘London Stock Exchange’’). The Company is not making an offer of transferable securities to the public within the meaning of section 102B of FSMA. This Document does not constitute a prospectus within the meaning of section 85 of FSMA, and has not been drawn up in accordance with the Prospectus Rules published by the Financial Conduct Authority (‘‘FCA’’) and a copy has not, and will not be, approved or filed with the FCA. The Ordinary Shares will not be admitted to the Official List or to any recognised investment exchange apart from AIM and no such other applications have been or are intended to be made. Application will be made for the Enlarged Share Capital to be admitted to trading on AIM. The Directors expect that Admission will become effective and that dealings in the Enlarged Share Capital will commence on AIM on 10 August 2017. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required, pursuant to the AIM Rules for Companies, to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this Document. The AIM Rules are less demanding than those which apply to companies whose shares are admitted to the Official List. Your attention is drawn to the section entitled “Risk Factors” set out in Part III of this Document. All statements regarding the Company and the Group should be viewed in light of these risk factors. Prospective investors in the Company should read the whole text of this Document. ALTUS STRATEGIES PLC (Incorporated in England and Wales under the Companies Act 2006, as amended with registration number 10746796)
PLACING OF 8,600,000 PLACING SHARES AND 2,500,000 SUBSCRIPTION SHARES AT 10 PENCE PER SHARE AND ADMISSION OF THE ENLARGED SHARE CAPITAL TO TRADING ON AIM
Nominated Adviser and Joint Broker Joint Broker
SP Angel Corporate Finance LLP Beaufort Securities Limited
No liability whatsoever is accepted by SP Angel Corporate Finance LLP or Beaufort Securities Limited for the accuracy of any information or opinions contained in this Document, or for the omission of any material information, for which the Company and the Directors are solely responsible. SP Angel Corporate Finance LLP (“SP Angel”) and Beaufort Securities Limited (“Beaufort Securities”), are both authorised and regulated by the FCA and are members of the London Stock Exchange. SP Angel is the Company’s Nominated Adviser and Joint Broker and Beaufort Securities is the Company’s Joint Broker with effect from Admission for the purpose of the AIM Rules and are acting exclusively for the Company and no one else in connection with the matters described herein and will not be responsible to anyone other than the Company for providing the protections afforded to customers of SP Angel or Beaufort Securities or for advising any other person in respect of the contents of this Document or any acquisition of shares in the Company. The responsibilities of SP Angel as Nominated Adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this Document. Prospective Investors should rely only on the information in this Document. No person has been authorised to give any information or make any representations other than those contained in this Document and, if given or made, such information or representations must not be relied upon as having been so authorised. Apart from the responsibilities and liabilities, if any, which may be imposed on SP Angel or on Beaufort Securities by FSMA or the regulatory regime established thereunder, neither SP Angel or Beaufort Securities accept any responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares or the Placing and Admission. SP Angel and Beaufort Securities accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement. The Placing is conditional, inter alia, on Admission taking place by 10 August 2017 (or such later date as the Company, SP Angel and Beaufort Securities may agree, being not later than 31 August 2017). The Placing Shares will, upon Admission, rank pari-passu in all respects with the existing Ordinary Shares and will rank in full for all dividends or other distributions declared, made or paid on the Ordinary Shares after Admission. IMPORTANT NOTICE
The release, publication or distribution of this Document which comprises an AIM admission document has been drawn up in accordance with the AIM Rules for Companies, does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities within the meaning of section 102B of FSMA and is not required to be issued as a prospectus in accordance with the provisions of section 85 of FSMA and is not a Prospectus (as defined in the AIM Rules for Companies). Accordingly, this Document has not been prepared in accordance with the Prospectus Rules (as defined in the AIM Rules for Companies), nor has it been approved by the Financial Conduct Authority (the “FCA”) pursuant to section 85 of FSMA and a copy has not been and will not be delivered to the FCA.
This Document has been prepared in connection with the proposals as described in this Document, pursuant to and for the purposes of complying with English law, the City Code and the AIM Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales. Nothing in this Document or the accompanying documents should be relied on for any other purpose.
PUBLICATION ON WEBSITE AND HARD COPIES A copy of this Document is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the Company’s website: www.altus-strategies.com. Copies of this Document will be available free of charge during normal business hours on any weekday (except public holidays) by contacting SP Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, London W1S 2PP or by calling +44 (0)203 470 0470. Copies shall remain available for a period of one month from Admission.
OVERSEAS SHAREHOLDERS This Document does not constitute an offer to sell or issue, or an invitation to subscribe for, or a solicitation of an offer to buy or subscribe for, Ordinary Shares to any person in any jurisdiction in which such offer, invitation or solicitation is unlawful.
The Ordinary Shares have not been nor will be registered under the United States Securities Act of 1933, as amended, nor under the securities legislation of any state of the United States or any province or territory of Canada, Australia, the Republic of South Africa, or Japan, or in any country, territory or possession where to do so may contravene local securities laws or regulations. Accordingly, the Ordinary Shares may not, subject to certain exceptions, be offered or sold directly or indirectly in or into the United States of America, Canada, Australia, the Republic of South Africa, or Japan, or to or for the account or benefit of any national, citizen or resident of the United States of America, Canada, Australia, the Republic of South Africa, or Japan or to any U.S. Person (within the definition of Regulation S made under the United States Securities Act 1933, as amended). The Ordinary Shares have not been approved or disapproved by the Securities Exchange Commission, any state securities commission in the United States of America or any other United States of America regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the accuracy or adequacy of this Document. Any representation to the contrary is a criminal offence in the United States of America.
The distribution of this Document outside the United Kingdom in certain jurisdictions may be restricted by law. No action has been taken by the Company, SP Angel or Beaufort Securities that would permit a public offer of Placing Shares, Subscription Shares or possession or distribution of this Document where action for that purpose is required. Persons outside the United Kingdom into whose possession this Document comes should inform themselves about, and observe any such restrictions as to the Placing, the Sprott Subscription Shares, the Ordinary Shares or the distribution of this Document. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this Document is not for distribution in or into the United States, Canada, Australia, Japan or South Africa and is not for distribution directly or indirectly to a US person.
Holding Ordinary Shares may have implications for Overseas Shareholders under the laws of the relevant overseas jurisdictions. Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of each Overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other
2 necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.
FORWARD-LOOKING STATEMENTS This Document should be read in its entirety before making any investment in the Company. Certain statements in this Document are or may constitute “forward-looking statements” and are based on current expectations, estimates and projections about the potential returns of the Company, and industry and markets in which the Group will operate, the Directors’ beliefs and the assumptions made by the Directors. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “plans”, “prepares”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or their negatives or other variations or comparable terminology. Such forward-looking statements are not based on historical facts but rather reflect the Directors’ current beliefs and assumptions and are based on information currently available to management. Such information will include expectations regarding the Company’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, planned exploration and development activity and the results of such activity, business prospects and opportunities. These statements are not guarantees of future performance or the ability to identify and consummate investments and involves certain risks, uncertainties, outcomes of negotiations and due diligence and assumptions that are difficult to predict, qualify or quantify. A number of factors could cause actual results and outcomes to differ materially from the results and outcomes discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions, interest rate levels, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets, the availability of financing on acceptable terms, reliance on key personnel, uninsured and underinsured losses, the result of legal and commercial due diligence, and other factors, many of which are beyond the control of the Company. These forward-looking statements are subject to, inter alia, the risk factors described in Part III of this Document. Although the forward-looking statements contained in this Document are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward looking statements speak only at the date of this Document. Subject to their legal and regulatory obligations (including under the AIM Rules for Companies), the Company, SP Angel and Beaufort Securities assume no obligation to update or revise such statements to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based other than as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
NO INCORPORATION OF WEBSITE INFORMATION The contents of the Company’s website or any hyperlinks accessible from the Company’s website, do not form part of this Document and investors should not rely on them.
ROUNDING, MARKET AND FINANCIAL INFORMATION Certain figures and percentages included in this Document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
The data, statistics and information and other statements in this Document regarding the markets in which the Group operates, or its market position therein, is based upon the Group’s records or are taken or derived from statistical data and information derived from the sources described in this Document.
In relation to these sources, such information has been accurately reproduced from the published information, and, so far as the Directors are aware and are able to ascertain from the information provided by the suppliers of these sources, no facts have been omitted which would render such information inaccurate or misleading.
3 IMPORTANT INFORMATION Investment in the Company carries risk. There can be no assurance that the Group’s strategy will be achieved and investment results may vary substantially over time. Investment in the Company is not intended to be a complete investment programme for any investor. The price of the Ordinary Shares and any income from Ordinary Shares can go down as well as up and investors may not realise the value of their initial investment. Prospective investors should carefully consider whether an investment in the Ordinary Shares is suitable for them in light of their circumstances and financial resources and should be able and willing to withstand the loss of their entire investment (see further the section titled “Risk Factors” in Part III of this Document).
Prospective investors contemplating an investment in the Ordinary Shares should recognise that their market value can fluctuate and may not always reflect their underlying value. Returns achieved are reliant upon the performance of the Group. No assurance is given, express or implied, that Shareholders will receive back the amount of their investment in the Ordinary Shares.
If you are in any doubt about the contents of this Document you should consult a person authorised under FSMA, who specialises in advising on the acquisition of shares and other securities. Investment in the Company is suitable only for financially sophisticated individuals and institutional investors who have taken appropriate professional advice, who understand and are capable of assuming the risks of an investment in the Company and who have sufficient resources to bear any losses which may result therefrom.
None of the Company, the Directors, SP Angel, or Beaufort Securities are providing prospective investors with any representations or warranties or any legal, financial, business, tax or other advice. Prospective investors should not treat the contents of this Document as advice relating to legal, taxation, investment or any other matters. Prospective investors should inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer, redemption, conversion or other disposal of Ordinary Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer, redemption, conversion or other disposal of Ordinary Shares that they might encounter; and (c) the income and other tax consequences that may apply in their own countries as a result of the purchase, holding, transfer redemption, conversion or other disposal of Ordinary Shares. Potential investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.
Statements made in this Document are based on the law and practice currently in force in England and Wales and are subject to changes therein. This Document should be read in its entirety. All holders of Ordinary Shares are entitled to the benefit of, and are bound by and are deemed to have notice of, the provisions of the Articles of Association of the Company.
4 CONTENTS
Page
PLACING AND ADMISSION STATISTICS 6
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 7
DIRECTORS, SECRETARY AND ADVISERS 8
DEFINITIONS 9
GLOSSARY OF TECHNICAL TERMS 15
PART I INFORMATION ON ALTUS STRATEGIES PLC 18
PART II INFORMATION ON COUNTRY MINING CODES 36
PART III RISK FACTORS 43
PART IV COMPETENT PERSON’S REPORT 57
PART V FINANCIAL INFORMATION ON THE GROUP 171
PART VI ADDITIONAL INFORMATION 204
5 PLACING AND ADMISSION STATISTICS
Placing Price (per Ordinary Share) 10 pence
Number of Existing Ordinary Shares in issue at the date of this Document 96,580,814
Number of Placing Shares to be issued pursuant to the Placing 8,600,000
Number of Subscription Shares to be issued to Sprott 2,500,000 pursuant to the Sprott Subscription
Number of Ordinary Shares in issue immediately following the Placing 107,680,814 and Sprott Subscription on Admission
Placing Shares and Subscription Shares as a percentage of the Enlarged 10.3 per cent. Share Capital
Estimated Gross Proceeds of the Placing and Subscription £1,110,000 receivable by the Company
Estimated cash proceeds of the Placing and Sprott Subscription £780,000 receivable by the Company (net of commissions and expenses)
Market capitalisation of the Company at the Placing Price immediately following the Placing £10.7 million and the Sprott Subscription
ISIN code for Ordinary Shares GB00BYT26M80
SEDOL number BYT26M8
AIM TIDM ALS
Legal Entity Identifier number (LEI) 2138001P93D9LMFIUA28
6 EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication date of this Document 3 August 2017
Admission and expected commencement of dealings in the 8.00 a.m. on 10 August 2017 Enlarged Share Capital on AIM
Expected time and date for CREST accounts to be credited 10 August 2017 with Placing Shares
Definitive share certificates for Placing Shares (where applicable) 18 August 2017 expected to be despatched by
Note: Save in relation to the date on which this Document is published, each of the dates in the above timetable is subject to change without notice. All times are London times unless otherwise stated.
7 DIRECTORS, SECRETARY AND ADVISERS
Directors David George Netherway Non-Executive Chairman Steven James Poulton Chief Executive Officer Matthew Roy Grainger Executive Director Robert Blair Milroy Non-Executive Director
Company Secretary & Jeffrey Laszlo Karoly Chief Financial Officer
Registered Office The Orchard Centre 14 Station Road Didcot Oxfordshire OX11 7LL
Website www.altus-strategies.com
Nominated Adviser and SP Angel Corporate Finance LLP Joint Broker Prince Frederick House 35-39 Maddox Street London W1S 2PP
Joint Broker Beaufort Securities Limited 63 St Mary Axe London EC3A 8AA
Solicitors to the Company Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU
Solicitors to the Nominated Memery Crystal LLP Adviser and Joint Broker 44 Southampton Buildings London WC2A 1AP
Reporting Accountants PKF Littlejohn LLP 1 Westferry Circus Canary Wharf London E14 4HD
Competent Person SRK Consulting (UK) Limited 5th Floor Churchill House 17 Churchill Way Cardiff CF10 2HH
Financial Public Relations Blytheweigh 4-5 Castle Court London EC3V 9DL
Registrars Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ 8 DEFINITIONS
The following definitions apply throughout this Document unless the context otherwise requires:
“Act” the Companies Act 2006, as amended
“Admission” the admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
“Admission Document” or this document “Document”
“AIM” the AIM market, a market operated by the London Stock Exchange
“AIM Rules for Companies” or the London Stock Exchange’s rules and guidance notes contained “AIM Rules” in its “AIM Rules for Companies” publication relating to companies whose securities are traded on AIM, as amended from time to time
“AIM Rules for Nominated the London Stock Exchange’s rules and guidance notes contained Advisers” in its “AIM Rules for Nominated Advisers” publication relating to the nominated advisers of companies whose securities are traded on AIM, as amended from time to time
“Agdz Copper-Silver Licence” the Adgz exploration licence currently pending renewal over the Agdz Project
“Agdz Project” the Agdz Copper-Silver Project situated in central Morocco, further details of which are set out in paragraph 4 of Part I of this document
“Altau Resources” Altau Resources Limited, a subsidiary of the Company incorporated in England and Wales with registration number 6569655
“Altus Exploration Management” Altus Exploration Management Limited (previously named Altus Strategies Limited), a subsidiary of the Company incorporated in England and Wales with registration number 6317236
“Alures Mining” Alures Mining Limited, a subsidiary of the Company incorporated in England and Wales with registration number 8317736
“Aluvance” Aluvance Limited, a subsidiary of the Company incorporated in England and Wales with registration number 6569731
“Applicable Employee” any employee of an AIM company, its subsidiary or parent undertaking who, for the purposes of Rule 7 (lock-ins for new businesses), together with the employee’s family, has a holding or interest directly or indirectly in 0.5 per cent. or more of a class of AIM securities (excluding treasury shares)
“Articles” the articles of association of the Company as in force at the date of this Document as further described in paragraph 5 of Part VI of this Document
“ASX” the Australian Securities Exchange
“Aterian Resources” Aterian Resources Limited, a subsidiary of the Company incorporated in England and Wales with registration number 8371887
“Audit Committee” the audit committee duly authorised by the Board
9 “Auramin” Auramin Limited, a subsidiary of the Company incorporated in England and Wales with registration number 8317790
“Avance” Avance African Group Limited, a subsidiary incorporated in the Republic of Seychelles with registered number IBC04181
“Beaufort Securities” Beaufort Securities Limited, the Company’s joint broker
“Bella Yella Licence” the exploration licence currently pending renewal over the Bella Yella Project
“Bella Yella Project” the Bella Yella Gold Project situated in central Liberia, further details of which are set out in paragraph 4 of Part I of this Document
“Bikoula and Ndjele Project” the Bikoula and Ndjele Iron Project in southern Cameroon, further details of which are set out in paragraph 4 of Part I of this Document
“Bikoula Licence” the exploration licence over the Bikoula Iron Project
“Birsok and Mandoum Licences” the exploration licences over the Birsok and Mandoum Bauxite Project
“Birsok and Mandoum Project” the Birsok and Mandoum Bauxite Project situated in central Cameroon, further details of which are set out in paragraph 4 of Part I of this Document
“Business Day” a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England
“Canyon” Canyon Resources Limited, an ASX listed company
“Canyon JV” the unincorporated farm-in and joint venture dated 20 December 2013 between Canyon and subsidiaries of the Company in respect of the Birsok and Mandoum Project, as amended by the variation letter dated 19 May 2017 further details of which are set out in paragraphs 9.4 and 15.14.2 of Part VI of this Document
“certificated” or a share or other security which is not in uncertificated form (i.e. not “in certificated form” in CREST)
“City Code” The City Code on Takeovers and Mergers
“Company” or “Altus” Altus Strategies plc, a company incorporated in England and Wales with registration number 10746796
“Competent Person” or “CP” SRK Consulting (UK) Limited, the competent person responsible for the information contained within the CPR in accordance with the AIM Rules
“CPR” or “Competent Person’s the Competent Person’s Report prepared by the CP on the Report” Company’s exploration projects, which appears in Part IV of this Document
“CREST” the Relevant System (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertified form in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
“CREST Manual” the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, CREST Courier and Sorting Services Operations Manual, and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 1 September 2015 ) as published by Euroclear 10 “CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time
“Directors” or “Board” the directors of the Company whose names are set out on page 8 of this Document
“Disclosure Guidance and the Disclosure Guidance and Transparency Rules made by the FCA Transparency Rules” or “DTR” in exercise of its functions as competent authority pursuant to Part VI of FSMA, as amended from time to time, and contained in the UKLA publication of the same name
“Enlarged Share Capital” the Ordinary Shares in issue at Admission being the aggregate of the Existing Ordinary Share Capital, the Placing Shares and the Subscription Shares
“ESMA” the European Securities and Markets Authority
“Euroclear” Euroclear UK & Ireland Limited, a company incorporated in England and Wales with registered number 2878738, the operator of CREST
“Existing Ordinary Share Capital” The 96,580,814 Ordinary Shares in issue at the date of this Document
“FCA” the Financial Conduct Authority
“FCPA” the Foreign Corrupt Practices Act of 1977, as amended
“Founders” David Netherway, Steven Poulton and Matthew Grainger
“FSMA” the Financial Services and Markets Act 2000, as amended
“Group” the Company and its subsidiaries from time to time
“HMRC” Her Majesty’s Revenue and Customs
“IFRS” International Financial Reporting Standards as adopted by the European Union
“ISIN” International Securities Identification Number
“JOGMEC” Japan Oil, Gas and Metals National Corporation
“JOGMEC MoA” the memorandum of agreement dated 16 September 2014 and, as amended by the variation of memorandum of agreement dated 28 May 2017 between JOGMEC and subsidiaries of the Company in respect of the Tigray-Afar Project, further details of which are set out in paragraph 15.14.3 of Part VI of this Document
“JV” joint venture
“Laboum Project” the Laboum Gold Project situated in northern Cameroon, further details of which are set out in paragraph 4 of Part I of this Document
“Laboum Licence” the Laboum exploration licence granted over the Laboum Gold Project
“Lock-in Arrangements” the lock-in and orderly market arrangements entered into by the Locked-in Persons, as described in paragraph 15.2-15.6 of Part VI of this Document
11 “Locked-in Persons” the Directors and shareholders in the Company subject to lock-in and orderly market arrangements as described in paragraph 15.2-15.6 of Part VI of this Document
“Licence” or “Licences” the Group’s exploration licences, further details of which are set out in paragraph 4 of Part I of this Document, and in Part IV of this Document, giving the Group the right to explore and prospect for rare and precious metals
“Ment and Oulmes Projects” the Ment Tin Project and Oulmes Tungsten Project comprising the Ment exploration licences and Oulmes exploration licence situated in northern Morocco, further details of which are set out in paragraph 4 of Part I of this Document
“MAR” the Market Abuse Regulation (2014/596/EU) (incorporating the technical standards, delegated regulations and guidance notes, published by the European Commission, the London Stock Exchange, the FCA and ESMA)
“Ndjele Licence” the exploration licence granted over the Ndjele Iron Project
“Negash Licence” the exploration licence currently pending renewal over the Negash Copper Silver Project
“Official List” the Official List of the UK Listing Authority
“Ordinary Shares” ordinary shares of 1 pence each in the capital of the Company
“Ouarzazate Project” the Ouarzazate Copper Silver Project, comprising the Ouarzazate exploration licences situated in central Morocco, further details of which are set out in paragraph 4 of Part I of this Document
“Panel” the Panel on Takeovers and Mergers
“Projects” the Group’s exploration projects, further details of which are set out in paragraph 4 of Part I and Part IV of this Document
“Placees” investors to whom Placing Shares are issued pursuant to the Placing
“Placing” the conditional placing by SP Angel and Beaufort Securities on behalf of the Company of the Placing Shares at the Placing Price pursuant to the Placing Agreement
“Placing Agreement” the conditional placing agreement dated 3 August 2017 between the Company (1), the Directors (2), Jeffrey Karoly (3), SP Angel (4) and Beaufort Securities (5) relating to the Placing, details of which are set out at paragraph 14 of Part VI of this Document
“Placing Price” 10 pence per Placing Share or Subscription Share
“Placing Shares” 8,600,000 new Ordinary Shares to be issued to the Placees at the Placing Price pursuant to the Placing
“Prospectus Directive” Directive 2003/71/EC of the European Parliament
“Prospectus Rules” the prospectus rules issued by the FCA in accordance with EU Prospectus Directive 2003/71/EC
“QCA Code” the Corporate Governance Code for small and Mid-size Quoted Companies 2013, published in May 2013 by the Quoted Companies Alliance
12 “Relationship Agreement” the relationship agreement dated 3 August 2017 between Steven Poulton (1), SP Angel (2) and the Company (3)
“Remuneration Committee” the remuneration committee duly authorised by the Board from time to time
“Restricted Jurisdiction” any jurisdiction where distribution of this Document would violate the law of that jurisdiction including but not limited to the US, Canada, Australia, the Republic of South Africa and Japan
“Share Exchange” the agreement dated 14 June 2017 between the Company and the shareholders of Altus Strategies Limited (renamed Altus Exploration Management), whereby they exchanged their shareholdings for the Share Exchange Shares, further details of which are set out in paragraph 15.10 of Part VI of this Document
“Share Exchange Shares” 96,580,812 Ordinary Shares issued to the shareholders of Altus Strategies Limited pursuant to the Share Exchange
“Shareholders” the persons who are registered as the holders of Ordinary Shares from time to time
“SP Angel” SP Angel Corporate Finance LLP, the Company’s Nominated Adviser and Joint Broker
“Sprott” Exploration Capital Partners 2012 Limited Partnership, a pooled investment fund to which Resource Capital Investment Corporation, a subsidiary of Sprott Inc, is the general partner
“Sprott Subscription” the conditional agreement dated 27 July 2017 between the Company and Sprott, details of which are set out in paragraph 15.12 of Part VI of this document
“Subscription Shares” the 2,500,000 new Ordinary Shares to be issued to Sprott at the Placing Price pursuant to the Sprott Subscription
“Takzim Project” the Takzim Zinc Copper Project in central Morocco, comprising the Takzim exploration licences situated in central Morocco further details of which are set out in paragraph 4 of Part I of this Document
“Tamatert Project” the Tamatert Gold Copper Project, comprising the Tamatert exploration licences situated in central Morocco, further details of which are set out in paragraph 4 of Part 1 of this Document
“Tigray – Afar Licence” the exploration licence granted over the Tigray – Afar Project
“Tigray – Afar Project” the Tigray – Afar Copper-Silver Project in northern-Ethiopia, further details of which are set out in paragraph 4 of Part I of this Document
“Trading Day” any day during which trading of shares on AIM takes place
“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland
“UK GAAP” Generally Accepted Accounting Practice in the UK
“UK Listing Authority” the FCA acting in its capacity as the competent authority for the purposes of Part VI of the FSMA
“uncertificated” or recorded on the register of Ordinary Shares as being held in “in uncertificated form” uncertificated form in CREST, entitlement to which by virtue of the CREST Regulations, may be transferred by means of CREST
13 “US” or “United States” the United States of America
“US Persons” bears the meaning ascribed to such terms by Regulation S promulgated under the United States Securities Act of 1933, as amended
“VWAP” means, for any Trading Day and in respect of any Ordinary Shares, the volume weighted average price of such Ordinary Shares on AIM as reported by Bloomberg under the symbol allocated to the Company from time to time
“£” and “p” United Kingdom pounds and pence sterling, respectively
14 GLOSSARY OF TECHNICAL TERMS
Set out below is a glossary of selected technical terms.
“Ag” silver “Airborne Magnetic Survey” a type of geophysical survey carried out using a magnetometer, aboard or towed behind an aircraft “Alumina” aluminium oxide (Al2O3) which is used to produce primary aluminium “Anomaly” or “anomalies” mineralisation distinguished by geological, geophysical or geochemical means, which is different from the general surroundings and is of potential economic value “Amsl” Above mean sea level “ANS” Arabian-Nubian Shield “Au” gold “Archaean” an early part of geological time dating from <4,000 to 2,500 million years ago “Artisanal” local/indigenous people conducting mining with rudimentary equipment “Assay” or “Assay results” the analysis of minerals, rocks and mine products to determine and quantify their constituent parts “BIF” Banded iron ore formation “BLEG” bulk leach extractable gold “BRGM” Bureau de Recherches Geologiques et Minieres “°C” degrees Centigrade “Channel Sampling (programme)” a technique for generating representative sampling across the face of a rock body or vein system “CIT” Corporate income tax “cm” centimetre “Cu” copper “DEM” Digital Elevation Models “Deposit” a naturally occurring accumulation of minerals that may be considered economically valuable “DGPS” Differential Global Positioning System “Digital Elevation Model (DEM)” a topographic surface often determined from satellite data “Dykes” a sub-vertical tabular igneous intrusion which cuts across the bedding or other planar structures in the country rock “EAO” East African Orogen “EIA” Environmental Impact Assessment “EL” Exploration licence “Fe” iron “g” gram “Gibbsite” a mineral, hydrated aluminium oxide (Al(OH)3) which is an important constituent of bauxite ore
15 “Grade(s)” the quantity of ore or metal in a specified quantity of rock “Ground Magnetic Survey” a type of geophysical survey carried out using a magnetometer, undertaken at ground level “g/t” grams per tonne “Haematite” the mineral form of iron (III) oxide, with chemical formula Fe2O3 “HEP” Hydroelectric Power “IDW” Inverse distance weighting “Inferred Mineral Resource” that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability “IRGM” Institute for Geological and Mining Research “kg” kilograms “km” kilometre “km2” square kilometre “koz” thousand troy ounces “kt” thousand tonnes “Laterite” residual deposit formed under tropical conditions. Essentially hydrated Iron oxides “Leach” removal of material by the action of percolating liquid, especially rainwater “m” metre “m2” square metre “m3” cubic metre “Manto style mineralisation” a flat-lying, bedded ore deposit, usually Cu or Pb/Zn/Ag “masl” metres above sea level “Mineralised” or “Mineralisation” The process by which minerals are introduced into a rock. More generally, a term applied to accumulations of economic or related minerals in quantities ranging from weakly anomalous to economically recoverable “MINMIDT” Ministry of Industry, Mines and Technological Development “MoMPNG” Ministry of Mines, Petroleum and Natural Gas “mm” millimetre “mm2” square millimetre “Moz” million troy ounces “MRE” Mineral Resource Estimate “Mt” million tonnes “Outcrop” a visible exposure of rock that is in-situ and has no covering of soil or vegetation
16 “oz” troy ounce “%” percent “Prospect” a mineral property, the value of which has not been fully determined by exploration “Proterozoic” the later of the two major subdivisions of the Precambrian (compare with Archaean) between 2,500 and 590Ma “QA/QC” Quality Assurance/Quality Control “RC” rotary circulation drilling “Reconnaissance map” plotted results of a general examination or survey of the main features, or certain specifications, of a region, usually low order of accuracy and usually as a preliminary to more detailed surveys, examinations, or mapping “Remote sensing analysis” remote sensing refers to technologies for gathering visual information or other data about a site from the air or from space “Rock chip sample” small pieces of rock taken from across a geologic outcrop, often for assay “SAF” South Atlas Fault “Sampling programme” a statistical method of obtaining representative data or observations from a group (lot, batch, population, or universe) “Shear zone” zone in which rocks have been deformed by lateral movement along parallel planes “Silicified” referring to rocks in which a significant proportion of the original constituent minerals have been replaced by silica “Sn” tin “SNI” Société Nationale d’Investissement “Supergene” processes or enrichment that occur relatively near the surface and include chemical weathering and oxidation of primary minerals “t” tonne (metric ton) “Terrane” Tectonostratigraphic terrane, which is a fragment of crustal material formed on, or broken off from, one tectonic plate and accreted or “sutured” to crust lying on another plate “Veins” a fracture which has been filled by minerals which have crystallised from mineralised fluids “Volcaniclastic” fragmental rocks containing volcanic material in any proportion without regard to origin “W” tungsten “X-ray diffraction” a process which relies on the dual wave/particle nature of X-rays to obtain information about the structure of crystalline materials “X-ray fluorescence (XRF)” the emission of characteristic “secondary” (or fluorescent) X-rays from a material that has been excited by bombarding with high-energy X-rays or gamma rays. The phenomenon is widely used for elemental analysis and chemical analysis “XRD” x-ray diffraction “XRF” x-ray fluorescence “Zn” zinc
17 PART I
INFORMATION ON ALTUS STRATEGIES PLC
1. Introduction A project generator focused on exploration in Africa Altus operates a disruptive ‘project generator’ business model in the mineral exploration sector. The Company’s strategic objective is to generate multiple returns on capital. This is being achieved through the discovery, acquisition, development and monetisation of a diversified portfolio of mineral deposits in Africa.
Having completed reconnaissance exploration and defined targets, Altus’ business model is to attract joint venture partners to fund what the Directors consider to be the highest risk phases of exploration which include drilling and resource definition, in return for an equity interest in the individual projects. The Directors believe that this approach provides the upside optionality of multiple juniors with the efficiency of a single management team, who have the necessary proven track record and the expertise to capitalise on early stage opportunities. With a strategy of financing and diluting at the project level through JVs, the Company is less reliant on the benevolence of the capital markets for funding. This means the Company’s cost of capital can be lower than that of a traditional junior, especially during cyclical downturns.
The project generation business model is well understood in Canada and Altus provides investors in the London market with the opportunity to participate in the substantial benefits that it can offer including: – participation in the value creation from making multiple discoveries simultaneously; – minimising dilution of the Company’s share capital by securing JV funding at the project level; – farming-out the capital at risk on any one individual project; – growing the Company’s project pipeline for undertaking further JVs; – diversifying the ubiquitous technical, commodity, country and management risks; – prioritising the growth of the Company’s net asset value per share, versus net asset value; – income generation through JV payments, asset sales, and royalty streams; – aligning the interests of the Company’s management with those of its shareholders.
Illustration: Altus provides investors with exposure to a diversified portfolio of discoveries
18 The Founders are passionate about executing the Altus business model. Since its formation in 2007, Altus has successfully grown its portfolio of exploration projects and technical team despite the sector downturn, falling equity valuations and industry-wide failures which occurred between 2008-2009 and 2011-2016. The Company has also successfully attracted external funding by third party partners for two of its projects and sold a third for a cash consideration of US$60,350 and a 2.5 per cent. NPI royalty. The dichotomy between the mixed performance of traditional juniors and the growth of Altus since 2011 is a testimony to the inherent value of the Company’s project generator business model and management expertise. Going forward, the Company intends to monetise its project interests at substantial premiums to the capital invested. Thereafter when the market turns down again, Altus will once more accelerate its ‘land-banking’ strategies, in preparation for the next upswing.
Targeting superior risk adjusted returns compared to traditional exploration companies Altus selects prospective geological targets based on the systematic analysis of remote sensing data. The Company then secures mineral exploration licences where available and undertakes preliminary prospecting. Following this initial phase of work, Altus prioritises its licences based on their apparent potential to host an economic ore body. Where this is interpreted to be unlikely, a licence is relinquished to protect capital and save time. Licences which are maintained are advanced to the next stage of exploration. JV partners are then sought to fund the next stages of exploration with Altus providing technical and managerial support where appropriate.
The Directors believe that the Company’s business model has the potential to deliver superior returns to Shareholders, compared to investments in traditional exploration companies. The latter tend to offer speculative returns geared to commodity price movements and the outcomes of relatively high risk exploration programmes. Further, being wedded to one or two projects and typically focusing on a single commodity and operating in a single country, traditional juniors are less inclined to reject poor quality projects at the earliest opportunity. By risking significant amounts of shareholder capital on exploration, early shareholders in traditional juniors, who take the most risk, can suffer significant dilution. In contrast, by minimising dilution of the Company’s share capital, the Directors, who at Admission, will collectively hold 41.0 per cent. of the issued share capital of Altus, interests are more closely aligned with all other Shareholders, than might be the case with traditional exploration companies.
Illustration: A disruptive business model designed to accumulate assets while mitigating key risk
Diversification is the key feature guiding how Altus operates as the Company is not dependent on any one asset or project, nor is it overly exposed to any one jurisdiction or the price volatility of any one commodity. The Directors believe that this de-risks the Company’s strategy, allowing the Company’s management to be commercially disciplined when making strategic exploration calls in allocating Shareholder capital. By
19 operating with one fixed and relatively streamlined overhead, Shareholders’ money can be spent more efficiently on multiple projects. This allows more targets to be tested per pound invested which increases the likelihood of exploration success and also means that the time and cost to make and test discoveries can be greatly reduced.
Embracing the cyclical nature of the mining sector The mining sector is exemplified by cyclical swings, from irrational exuberance to short sighted despair. The cyclical extremes can lead to assets being severely mispriced. The most recent bear market (from 2011 to 2016) caused many traditional juniors to go out of business, or for their shareholders to suffer from deeply discounted share placements. During this period, the mid-cap and major companies have focused on maintaining profitability or minimising losses rather than investing in exploration. These cuts have affected project pipelines and Altus is finding that the commodity market has become cyclically undersupplied meaning that the demand and value of new discoveries is expected to rise as the mid-caps and majors compete to replenish their resources.
Illustration: Altus embraces the highly cyclical nature of the mining sector
Focused on Africa, where discoveries can still be made at surface Altus is focused on the continent of Africa where, due to the relative lack of exploration using modern techniques compared to many other parts of the world, economic mineral deposits can still be discovered cropping out at surface. It is reported that 24 per cent. of all discoveries in the last decade were found on the continent, despite receiving only 14 per cent. of the global exploration budget (source: MinEx Consulting 2015).
Spend & performance by Region: 2005-2014 Exploration Spend No of Tier 1+2 Estimated Value Value/ Region (2014 $b) Discoveries# Discoveries (2014 $b) Spend Australia $13 9% 100 18% 14 18% $13 14% 0.97 Canada $25 18% 79 14% 15 19% $19 21% 0.77 USA $10 7% 23 4% 5 6% $5 5% 0.48 Latin America $33 24% 109 19% 13 17% $19 20% 0.57 Pacific/SE Asia $8 5% 22 4% 2 3% $4 4% 0.49 Africa $20 14% 135 24% 20 25% $23 25% 1.19 W Europe $4 3% 23 4% 1 1% $2 2% 0.42 Rest of World $27 20% 78 14% 9 11% $8 9% 0.32 ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– TOTAL $140 100% 569 100% 79 100% $93 100% 0.67 ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– Source: MinEx Consulting Presentation, R Schodde PDAC Conf March 2015
20 According to MinEx Consulting, 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 and the USA the average discovery depths are even greater, at 125m and 198m respectively. This opportunity to make discoveries across Africa without reliance on expensive subsurface exploration technologies, including drilling, means discoveries can be made rapidly and cost effectively at surface with more targets tested per pound invested in the Company. Given the collective geographical, geological and operational expertise of Altus’ management and advisor team, the Directors believe Altus is well positioned to exploit this opportunity.
Illustration: Discoveries in Africa are made much closer to the surface than the rest of the world Source: MinEx Consulting
Altus has established a diversified portfolio of precious and base metal exploration assets in distinct jurisdictions. These include a bauxite discovery adjacent to an operating rail line in central Cameroon, which is being advanced under a JV with ASX-listed Canyon Resources, and a copper-silver project in Ethiopia where the three phases of drilling have been funded by its partner, JOGMEC. In Morocco, the Company has established six separate projects for copper, tin, gold, silver, zinc and manganese. In Cameroon, the Company is advancing a major shear hosted gold project with mineralisation mapped over at least 15km of strike along the shear. In Liberia, the Company holds a gold licence where multiple hard rock gold occurrences and numerous artisanal workings have been discovered. Most recently, Altus has expanded its operations in Africa to the Ivory Coast where it has applied for gold exploration licences within the highly prospective Birimian gold belts. The Company’s most advanced asset, by resource status, is the Bikoula Project with a high grade colluvial iron ore project located in southern Cameroon which is close to a maintained road and a proposed rail line for access to a newly constructed deep sea port. Altus’ experienced exploration teams are actively generating new opportunities to feed into the Company’s project pipeline.
21 Illustration: Altus is growing a diversified portfolio of discoveries in Africa
2. Background to the Company
Illustration: The Company’s structure is designed to fast track the Joint Venture process
The Company was founded in 2007 and is led by its co-founders David Netherway (Chairman and mining engineer), Steven Poulton (Chief Executive and geologist) and Matthew Grainger (Executive Director and geologist). The core of the Altus team and its advisors have worked together for over ten years. The Founders, advisors and a number of investors in the Company have substantial entrepreneurial track records in value creation for shareholders, together and as individuals. The collective sector experience of the Altus team blends expertise in mineral exploration, mine engineering, venture capital and asset management.
The Company’s response to the 2008 financial crisis, when the valuations of many natural resource companies fell dramatically, is an illustration of its entrepreneurial approach. Through its network, Altus sought to exploit the downturn to create shareholder value, by establishing a specialist junior resource equity investment fund. In June 2009 Altus Resource Capital Ltd, a Guernsey incorporated closed ended company
22 listed on the Specialist Fund Market of the LSE raised an initial £26m and to which the Company, through a then owned FCA authorised subsidiary, was the investment manager. The fund, which closed in 2014 and undertook a distribution of capital in 2015, performed strongly in its first two years, prior to the commencement of the most recent bear market which started in 2011. Altus also made direct principal investments into undervalued junior resource companies through a then owned subsidiary Asterion AV Ltd. The income generated from these respective activities supplemented the working capital of the Company.
The structure of the Group comprises Altus Strategies plc, an England and Wales incorporated company and its subsidiary Altus Exploration Management, which sits above five England and Wales incorporated subsidiary companies, established to segregate the Group along commodity and/or geographical lines. A series of Seychelles-based intermediary subsidiary companies sit within the structure to further the legal segregation of the Company’s projects. The corporate structure of the Group is purposefully tailored to ensure each project it discovers is ready to enter agreements with and receive investment from JV partners, or undertake other corporate activities with each project, without impacting other parts of the Group.
To date the Company has been primarily funded through periodic capital raisings from the Company’s management, private investors (including a number who have notable track records in the sector) and specialist institutions. Since incorporation in 2007, Altus has raised approximately £4.75 million in cash and a further £2.63 million has been expended by partners on the Group’s projects since 2014.
3. Strategy Altus aims to position its shareholders in the ‘sweet spot’ of the mining sector, with the opportunity to participate in the potentially exceptional value creation that the Directors believe is available from the discovery process. The Directors have a proven ability for actively managing multiple exploration teams and JV partnerships under one cost-effective corporate umbrella.
Altus aims to be opportunistic, leveraging its geographical, commercial and technical expertise to grow its balanced portfolio of projects across Africa through grassroots licence applications and the acquisition of, or investment in selected projects. Acquisitions are most likely to be undertaken where a company, which could be either private or listed (typically in the UK, Australia or Canada), is considered to have insufficient management or financial capability to realise the value from their project and/or where the market has mispriced the value of its assets. Such acquisitions could be made for cash, equity or a combination of the two and be transacted at either the project or parent company level.
Projects will continue to be advanced through the discovery stage through new JV partnerships which will fund their future growth. Over time the Company aims to establish a significant portfolio of project interests, which will include direct ownership in projects, royalties on those projects, equity in divested subsidiaries, or equity of the Company’s JV partners. The Company intends to monetise these interests when appropriate, with the proceeds being returned to shareholders or re-invested into the acquisition of new prospects to create further shareholder value from the discovery process.
4. Project review Altus has a portfolio of active exploration projects diversified by commodity (primarily copper, gold, iron ore, bauxite, silver and tin) across Africa including two projects where partners are funding the exploration programmes to earn interests. The Company intends to form more joint venture partnerships.
23 The Group currently owns interests in the projects as set out in the table below:
Licence Details Area Expiry Final Country Holder Asset Interest Status (km2) Term Date Expiry **
Cameroon Valnord S.A. Laboum 99.0% Exploration 189 2nd Renewal 12/03/2019 03/2021 Cameroon Aucam S.A. Bikoula 97.3% Exploration 200 2nd Renewal 12/03/2019 03/2021 Cameroon Aucam S.A. Ndjele 97.3% Exploration 200 Initial Period 30/03/2018 03/2024 Cameroon Aucam S.A. Birsok 97.3% Exploration 484 1st Renewal 03/12/2016* 05/2021 Cameroon Aucam S.A. Mandoum 97.3% Exploration 117 2nd Renewal 02/03/2019 03/2019 Ethiopia Altau Resources Tigray-Afar 100.0% Exploration 322 4th Renewal 26/01/2018 01/2021 Ethiopia Aluvance Negash 97.3% Exploration 135 Initial Period 19/03/2017* 05/2024 Morocco Azru Resources SARL.AU Agdz 100.0% Exploration 60 Initial Period 19/05/2017* 05/2021 Morocco Azru Resources SARL.AU Tamatert 100.0% Exploration 68 Initial Period 08/07/2017 07/2022 Morocco Af Resources SARL.AU Ment 100.0% Exploration 40 Initial Period 10/08/2018 08/2022 Morocco Af Resources SARL.AU Oulmes 100.0% Exploration 16 Initial Period 10/08/2018 08/2022 Morocco Adrar Resources SARL.AU Takzim 100.0% Exploration 63 Initial Period 09/07/2018 07/2022 Morocco Aza Minerals SARL.AU Ouarzazate 100.0% Exploration 39 Initial Period 28/07/2018 07/2022 Liberia Mineral Exploration Services Bella Yella 99.0% Exploration 640 Initial Period 03/11/2016* 05/2021 *An application for the renewal of these exploration licences has been made, Altus continues to operate and maintain the licences whilst the grant is pending. ** The earliest final expiry date calculated by adding the remaining term to the last renewal date or to the date where renewals are pending.
Altau Resources (100 per cent. owned), Ethiopia (Copper/Gold/Silver) Tigray – Afar and Negash Copper – Silver Project The 322km2 Tigray-Afar Licence and the contiguous 134km2 Negash Licence are located in the Tigray province of northern Ethiopia, approximately 580km north of the capital, Addis Ababa. The licences target the prospective Proterozoic volcanic and volcanoclastic terranes that form part of the Arabian Nubian Shield. The shield hosts several substantial deposits in the region including the Bisha and Asmara copper/gold deposits in Eritrea, approximately 250km north of the Tigray-Afar Project, as well as the Sukari gold deposit in Egypt and the Jabal Sayid copper project in Saudi Arabia. The Tigray-Afar and Negash licences are the subject of the JOGMEC MoA. JOGMEC has fulfilled the requirements to acquire an initial 51 per cent. interest in the project, having funded in excess of US$2.5M in expenditures since 2014, but has not yet notified Altau Resources it requires its initial interest to be vested in a joint venture company. Altau Resources remains as operator of the Project and will do so provided that it holds >31 per cent. in the joint venture company (once formed). Further details of the JOGMEC MoA are set out in paragraph 15.14.3 of Part VI of this Document.
The first phase of drilling at the Tigray-Afar Licence was completed in 2015, with a 3,000m programme which intersected multiple mineralised zones, confirming a manto style of mineralisation. Grades of up to 1.53 per cent. Cu and 12.2 g/t Ag over 15.5m were returned at the Slater prospect and 28.15m at 0.70 per cent. Cu (including 7m of internal waste) at the Agamat prospect.
A Phase 2, 3,260m dual rig drilling programme was completed during Q1 2016 across the Slater and Agamat prospects. Assay results included 11.9m at 1.22 per cent. Cu and 5.1m at 0.46 per cent. Cu at the Slater prospect. Strong structural control to mineralisation were interpreted at Agamat. A 439 systematic soil sample programme was completed across an area of 1.8km by 0.6km of the Agamat prospect. Two significant copper anomalies were identified along 1.0km and 0.8km strike, which are coincident with the main NNE-SSW trend of structures such as fold axes within the prospect area. These copper anomalies were targeted by a Phase 3 drill programme that commenced in Q1 2017. The Company is also currently undertaking a reconnaissance mapping and sampling programme at the Asagara copper prospect.
24 On 26 April 2017, the Company was notified by JOGMEC that it did not intend to continue to fund further expenditure on the Slater prospect within the Tigray-Afar Licence and the Agamat prospect within the Tigray- Afar Licence and that it would decide whether to continue with the JOGMEC MoA following results of the reconnaissance and sampling programme at the Asagara prospect anticipated in July 2017. In the event that JOGMEC decides to withdraw from the JOGMEC MoA, the Directors believe that given the drilling results to date, another party may be found to continue to develop exploration programmes on the Tigray- Afar Licence.
Aterian Resources Limited (100 per cent. owned), Morocco (Base Metals, Silver) Agdz Project (Copper and Silver) The 59.7km2 Agdz Project is situated in the Anti-Atlas terrain of central Morocco, approximately 350km south of the capital Rabat. Aterian Resources has identified two main prospects to date at Makarn and Amzwaro. Rock chip samples from these prospects have returned assay results up to 8.00 per cent. Cu and 398g/t Ag and an initial rock chip channel sample returned 1.25 per cent. Cu and 96 g/t Ag over 9.3m with grades up to 2.26 per cent. Cu and 223 g/t Ag. During 2016, a reconnaissance trenching programme was carried out with 13 trenches excavated to a depth of 1m below weathered surface material for a total length of 300m. The trenches were designed to test the continuity of mineralisation beneath areas where oxide copper and silver have been identified in leached surface rocks. Assay results have been received from 5 of the 13 trenches, and results include 14.12m @ 0.65 per cent. Cu & 36.54 g/t Ag and 13.70m @ 0.36 per cent. Cu and 13.26 g/t Ag. Detailed logging of the trenches will aim to further define the relationship between observed structures and mineralisation.
A ground magnetics survey has been completed across the northern portion of the Agdz Project. The data defines a number of very clear NE and N/S trending features, including dykes and faults, which are coincident with mineralisation mapped at surface. When combined with mapping results, the ground magnetics survey has identified at least 7 high priority areas to target in the next phase of trenching.
Aterian Resources has a number of other licences in Morocco for gold, tin, copper and other base metals.
Auramin Limited (99 per cent. owned), Sub-Saharan Africa (Gold) Bella Yella Project (Gold), Liberia The Bella Yella Project covers 640km2 in central Liberia, approximately 150km northeast of the capital Monrovia. The Bella Yella Licence is situated 130km east of and along the same Archaean geological trend of the New Liberty gold mine, which is operated by AIM and TSE listed Avesoro Resources Inc. New Liberty contains Reserves of 924 Koz Au at a grade of 3.4 g/t Au. Reconnaissance exploration across the Bella Yella Project has identified multiple artisanal gold mining camps, including rock workings and alluvial workings. Rock chips have been collected from outcrops and quartz veins and have returned assay grades including 233 g/t Au, 229 g/t Au and 35 g/t Au.
Historic soil geochemical data from the Bella Yella Project has delineated two main targets, which are coincident with topographic highs. The Glubai Hills prospect in the centre of the licence has a 7.5km striking gold-in-soil anomaly, and the Tenkeh Hills prospect hosts a 1.4km long gold-in-soil anomaly to the north of the licence. Some historic trench data has also been reinterpreted, with Trench KTYR01 returning 67.9m @ 0.27g/t Au in an area with a well-developed laterite profile. Further fieldwork is planned across these two key prospects, which will focus on mapping and rock chip sampling to better constrain the occurrence of mineralisation along the silicified ridges.
Laboum Project (Gold), Cameroon The Laboum Licence covers 189km2 and is located on a relatively unexplored crustal scale shear zone in northern Cameroon, approximately 590km northeast of the capital Yaoundé. A number of significant gold prospects have been established across the licence including the Landou and Kalardje prospects over 7km and 2.5km of strike respectively, and the Tapare prospect with anomalous gold in soil over an area 7km long and 1km wide.
Following the completion of a 128 line km Phase 1 ground magnetics survey in early 2016, a 900 line km Phase 2 ground magnetics survey commenced in Q4 2016 and is expected to finish in 2017. The survey lines are being walked at 50m intervals perpendicular to the regional NE-trending Tchollire-Banyo shear, and the results are providing a high resolution dataset on the numerous associated structures which cut the
25 Laboum Licence. A concurrent 218 line km infill soil sampling programme is also being undertaken, with Auramin’s field teams collecting samples at 50m spaced intervals along 100m spaced lines. The infill soil programme extends and enhances the Company’s existing regional soil grid where 2,200 samples were collected on 100m intervals along 400m spaced lines, which generated five new gold targets in 2015.
The results from the soil sampling programme to date indicate that the gold mineralisation is coincident with major silicified units and shear structures over at least 13.5km of strike and across a number of parallel zones. Visible gold has also been identified within panned concentrate of a sample from a reconnaissance trench, indicating the high prospectivity of the licence area.
To date £249,190 has been spent on the project and a further £275,000 is forecast to be spent over the next 18 months. Should a JV partner be brought into the project, as per Altus’ corporate strategy then the work programme would be accelerated with a trenching and channel sampling programme on a number of existing targets.
Aluvance Limited (97.3 per cent. owned), Cameroon (Iron ore and Bauxite) Birsok and Mandoum Project The 601km2 Birsok and Mandoum Licences are located in the centre of Cameroon approximately 370km northeast of the capital Yaoundé. An application to renew the Birsok licence for a two year period from 4 December 2016 is currently pending approval by the relevant regulatory authority.
In 2013, Aluvance entered into the Canyon JV with ASX listed Canyon Resources Limited for its further exploration and development. Canyon can earn up to a 75 per cent. interest in the Birsok and Mandoum Bauxite Project through funding A$6M in exploration over five years in two stages. Pursuant to the Canyon JV, Altus has received 8 million shares in Canyon, which currently trade at around A$0.067/share (as at 2 August 2017). The Altus Chairman (David Netherway) serves on the board of and is the Chairman of Canyon.
To date, five target zones have been defined on the Birsok and Mandoum Project: Djombi, Baoua, Fedal, Beka and Mbon.
Early exploration work completed by Altus included licence-wide remote sensing analysis, mapping and rock chip sampling. Interrogation of Digital Elevation Models (“DEMs”) identified a series of elevated plateau targets on which geological mapping took place to map the contact between the granitic parent rock and the overlying weathered bauxite zone; this placed the contact at approximately 1,100m above sea level.
X-ray fluorescence (XRF) analysis of grab samples confirmed the existence of aluminium rich laterite on these plateaux particularly on the northern boundary of the licence and x-ray diffraction (XRD) analysis identified the presence of gibbsite, an important component of bauxite deposits.
Following the entering into of the Canyon JV, Canyon assumed the role of operator and an initial RC drilling programme was completed in 2014 and 2015 resulting in 404 drillholes for a total of 4,406m which are distributed across several plateaux on an approximate 320m x 160m or 160m x 160m grid. Seven hand dug pits were also excavated on the Mandoum licence.
In 2015, a further RC drill programme was carried out across the highest priority target plateaux with 75 shallow vertical holes returning an average bauxite thickness of 7.4m from or close to surface with intercepts including 55.5 per cent. Al2O3 over 7m and 51.9 per cent. Al2O3 over 11m. Preliminary metallurgical studies undertaken by Canyon indicate abundant free alumina with between 78 per cent. to 90 per cent. of Al2O3 amenable to refining. This, along with the close (<10 km) proximity of the project to the rail line between Ngaoundere and the Atlantic port at Douala, indicates that the bauxite may be processed and amenable to direct shipping. Most recently Canyon have been involved in discussions with the Cameroonian government and local rail and port operators to understand the technical details of the infrastructure to develop an appropriate logistics solution that minimises Canyon’s capital expenditure requirements. Canyon continues to assess and review advanced project opportunities in Cameroon to add to the Birsok and Mandoum Project. To date, US$822,601 has been expended on the Birsok and Mandoum Project by Canyon and a further US$134,191 was spent by Altus prior to the Canyon JV. Further details of the Canyon JV are set out in paragraph 15.14.2 of Part VI of this Document.
26 Bikoula and Ndjele Project The 200km2 Bikoula and contiguous 200km2 Ndjele Licence are located in the south of Cameroon, approximately 150km south of the capital Yaoundé. The projects are located on the westerly geological strike of Nkout (2.5Bt + 64Mt DSO) and 160km NW of Mbalam (2.4Bt + 500Mt DSO) deposits. Importantly the projects are located on the road network that links to the deep water port at Kribi and is approximately 30km from the proposed trans-Cameroon iron ore rail line.
The Bikoula Licence and the Ndjede Licence were originally identified by strong anomalies generated by an airborne magnetic survey which was completed by Aluvance in 2012. The Bikoula Licence is more advanced than the adjacent Ndjele Licence, which was awarded to Aluvance in April 2015. At the Bikoula Iron Ore Project the Company has defined a maiden JORC compliant Inferred Mineral Resource of 46Mt at 44 per cent. Fe, from less than 25 per cent. of the 17km long (Libi Hills) target. Forty eight drill holes have been completed to date with drilling results including 57.8m at 51.4 per cent. Fe, including 30.8m at 57.9 per cent. Fe from 3.8m. Included in this is a supergene haematite cap of 5Mt at 52.7 per cent. Fe. The Ndjele Licence hosts the western extension of the Libi Hills magnetic anomaly, which comprises an additional 13km of mineralised strike potential in addition to the 17km strike within the Bikoula Licence. A number of grab samples have been collected across the Ndjele Licence which have returned up to 64.84 per cent. Fe and low silica contents, illustrating that the licence is a positive addition to Aluvance’s portfolio.
The colluvial and supergene ore from the Bikoula Licence has been tested by Bureau Veritas (Perth) and SGS (Truro) respectively. The results indicate a yield of 62.26 per cent. Fe concentrate from gravity separation.
An Environmental and Social Impact Assessment completed by Digby Wells Environmental in 2015 reported that the surrounding population are supportive of the work undertaken to date and the employment and development opportunities.
5. Summary Financial Information The following audited financial information for Altus Exploration Management has been extracted from the Historical Financial Information set out in Section D of Part V of this Document.
Year ended 31 December 2016 2015 2014 Revenue 455,530 1,411,257 568,487 Administration Expenses (1,433,256) (1,922,084) (1,774,275) Operating Profit/(Loss) (972,624) (436,009) (1,205,579) Net Profit/(Loss) (653,666) (426,660) (1,364,180) ––––––––––––– ––––––––––––– –––––––––––––
Net Assets 907,611 1,647,756 1,708,841 ––––––––––––– ––––––––––––– –––––––––––––
Revenues are comprised of recharges of costs to exploration joint venture partners, together with associated management fees. These were higher in 2015 as compared to 2014 and 2016 due to activities in connection with the Tigray-Afar Project in Ethiopia.
Administrative expenses include exploration and development costs associated with projects held by the subsidiaries of the Company. Third party expenditure on projects was £455,530 in 2016, £1,323,569 in 2015 and £323,806 in 2014.
Net assets primarily comprise intangible fixed assets together with cash at bank (£0.54m as at 1 May 2017) and investments in tradeable securities (£0.35m as at 1 May 2017). Current net liabilities (including certain costs relating to the IPO) are £0.38m as at 1 May 2017. The Group also holds a 2.5 per cent. NPI royalty in the Leopard Rock Gold Project in Liberia, operated by AIM-TSX listed Avesoro Resources.
6. Current Trading and Prospects Since 31 December 2016, Altus has undertaken exploration activities in Cameroon, Ethiopia and Morocco. At the Agamat Prospect of the Tigray-Afar Licence in Ethiopia, a 1,306m diamond drilling programme has been completed. Field teams have now moved on to prospecting and mapping the Asagara Prospect on the same licence. In Morocco, an exploration programme at the Agdz Project has been undertaken to further
27 evaluate its manganese and copper potential. Prior to this a large scale reconnaissance programme was completed to evaluate regional targets elsewhere in Morocco. In Cameroon, the Company’s field teams have continued with a substantial infill soil sampling and ground magnetics geophysics programme. As at the date of this Document, field teams have collected over 3,700 soil samples (of a 4,226 sample programme) and surveyed 678 line km (of a c.1,000 line km geophysical programme). In addition a local company has been incorporated in the Ivory Coast and gold exploration licence applications have been submitted. Third party expenditure until the end of April 2017 was £348,378.
In the remainder of 2017, the Company anticipates news flow from its current and future exploration programmes including but not limited to: – a substantial soil sampling and ground magnetics exploration programme at its Laboum Gold Project in Cameroon; – further exploration at its Tigray-Afar Project in Ethiopia; – a strategic initiative being pursued by its bauxite joint venture in Cameroon; – exploration at its Agdz Project and other licences in Morocco; and – the grant of new exploration licences in existing and new countries for the Group.
In addition, Altus will continue to pursue joint venture partners on its existing projects and seek to acquire new projects and/or undertake corporate level transactions if deemed in the best interests of Shareholders.
In addition to the Company complying with its regulatory obligations to make announcements whenever there are significant or material new developments, it is the intention of the Company to announce a quarterly management and discussion analysis by way of a regulatory information service. As well as providing a summary of previous announcements in each quarter, this analysis is intended to provide shareholders with a summary of less significant developments and to assist shareholders to reach a balanced view on past developments and anticipated future developments.
7. Reasons for Admission and Use of Proceeds The Directors believe that Admission will represent an important step in the Group’s development and will enhance its growth potential by the injection of additional growth capital and by the increased profile created by its new status as a publicly quoted company.
The Directors intend to use the net proceeds of approximately £0.77 million receivable by the Company from the Placing and Sprott Subscription as follows: ● Exploration activities on existing projects £0.42 million ● New Projects £0.14 million ● Working Capital £0.21 million
Admission will also provide a regulated dealing facility in the Company’s Ordinary Shares to the benefit of all Shareholders, enable the Company to incentivise Directors, management and employees through a future share option scheme, increase the capacity for the Company to undertake corporate level transactions with other listed as well as private mineral exploration companies or licence holders, and provide Altus with greater flexibility of financing options, including access to the capital markets, to support its growth strategy.
8. Directors, Senior Management and Senior Advisors The Board currently comprises David Netherway, Steven Poulton, Matthew Grainger and Robert Milroy.
David Netherway, Non-Executive Chairman (aged 64) David is a co-founder of the Company and a director of its exploration subsidiaries. David Netherway is a mining engineer with over 40 years of experience in the mining industry. David was involved in the construction and development of the New Liberty, Iduapriem, Siguiri, Samira Hill and Kiniero gold mines in West Africa and has mining experience in Africa, Australia, China, Canada, India and the Former Soviet Union. David served as the Chief Executive Officer of Shield Mining Ltd until its takeover by Gryphon Minerals Ltd, prior to that he was the Chief Executive Officer of TSX-listed Afcan Mining Corporation, a China focused gold mining company that was sold to Eldorado Gold Corporation in 2005. He was also the Chairman of
28 AIM and TSX listed Aureus Mining Inc. and AIM and TSX-V listed Afferro Mining Inc. which was acquired by IMIC plc in 2013. David has held senior management positions in a number of mining companies including Golden Shamrock Mines Ltd, Ashanti Goldfields Company Ltd and Semafo Inc. He is a former director of Orezone Resources Inc, GMA Resources plc, Kazakhgold Group Ltd, Crusader Resources Ltd, Altus Resource Capital Ltd and Altus Global Gold Ltd. Mr Netherway is currently the non-executive Chairman of TSX listed Kilo Goldmines Ltd and ASX listed Canyon Resources Ltd, which is Altus’ partner in the Birsok and Mandoum Project. He is a non-executive director of Avesoro Resources Inc.
Steven Poulton, Chief Executive (aged 41) Steven is a co-founder of the Company and a director of its exploration subsidiaries. He holds an Honours degree in Geology from Southampton University and a Master’s degree in Mining Geology from the Camborne School of Mines. Steven joined Mano River in 1998, rising to Operations Manager and latterly director in 2007. In 2002, he co-founded Ariana Resources plc which listed on AIM in 2005. In 2004, he founded and was interim Chairman of African Aura Resources Ltd which listed on the TSX-V in 2008 and, through its merger with Mano River Resources Inc. in 2009, created African Aura Mining Inc, which in 2011 was divested into Afferro Mining Inc and then acquired by IMIC plc in 2013 and gold producer Avesoro Resources Inc (formerly Aureus Mining Inc). In 2008, Altus co-founded Altus Resource Capital Ltd, a five year closed ended investment fund which listed on the LSE in 2009 and to which Steven was an Investment Manager. He is a director of Stellar Diamonds plc, a director of Aegis Holdings Ltd and a co-founder of industry networking groups The Oxford Mining Club and Resource IQ. He is a Fellow of the Geological Society of London, a Fellow of the Institute of Materials, Minerals and Mining and a member of the Association of Mining Analysts.
Matthew Grainger, Executive Director (aged 44) Matthew is a co-founder of the Company and a director of its exploration subsidiaries. He holds an Honours degree in Earth Science from Anglia Ruskin University and a Master’s degree in Mining Geology from the Camborne School of Mines. Matthew joined Cambridge Mineral Resources plc in 1999 and in 2002 he co- founded Ariana Resources plc which listed on AIM in 2005. In 2006, he joined African Aura Resources Ltd as Chief Operating Officer which listed on the TSX-V in 2008 and, through its merger with Mano River Resources Inc in 2009, created African Aura Mining Inc, which in 2011 was divested into Afferro Mining Inc which was acquired by IMIC plc in 2013 and gold producer Avesoro Resources Inc (formerly Aureus Mining Inc). Matthew is also a director of Aegis Holdings Ltd and a co-founder of industry networking groups The Oxford Mining Club and Resource IQ.
Robert Milroy, Non-Executive Director (aged 71) Robert Milroy is Chairman of Milroy Capital Ltd, a family investment company that manages various private equity investments in natural resources, engineering, renewable energy and commercial real estate. He has over 40 years of operational experience either as an owner or senior manager in the investment, mining and petroleum industries. He was a founding and Managing Director of the Corazon Capital Group; a Guernsey regulated investment management and stock-broking company for 14 years until its takeover by Canaccord Genuity in 2010. In addition he was the Managing Director of Eagle Drilling Inc, a drilling firm that specialised in hard rock core drilling in Central and Western Africa. Currently he is a Non-Executive Director of the Energy Venture Funds III, IV, V, Chairman of the Zeropex Group Ltd, a water engineering firm and Genuity Energy Ltd, a United Kingdom onshore oil and gas exploration firm. Previously he was a Non-Executive Director of Altus Resource Capital Ltd and a Non-Executive Director of Altus Global Gold Ltd. Robert is also a noted speaker and financial author, having written the Standard & Poor’s Guide to Offshore Investment Funds. Robert graduated with a Bachelor of Commerce (Honours) from the University of Manitoba in 1971. He is a Member of the Association of Mining Analysts, Chartered Institute for Securities & Investment, Petroleum Exploration Society of Great Britain, Institute of Directors and the British Private Equity & Venture Capital Association.
Senior Management Jeffrey Karoly, Chief Financial Officer and Company Secretary (aged 49) Jeffrey has a degree in Geology from the University of Bristol and is a Chartered Accountant with over 20 years’ experience in the mining industry. He started his career at Coopers & Lybrand and between 1997 to 2007 was with Minorco (Anglo American) in a variety of finance and corporate finance functions in the UK, Brazil, South Africa and France. From 2008 to 2010, he was the Chief Financial Officer of South American Ferro Metals, a private company that acquired, explored and developed an iron ore property in Brazil and which in 2010 listed on the ASX. From 2010 to 2016, he was the Chief Financial officer and
29 Company Secretary of AIM and TSX listed Horizonte Minerals Plc, a nickel development company focused on Brazil. He speaks French and Portuguese.
Senior Advisors1 Dr Neil Adshead Neil is an independent resource specialist who until early 2017 was an Investment Strategist at Sprott Asset Management in Canada. Prior to joining Sprott Asset Management, Neil was a senior mining analyst with Passport Capital, a San Francisco-based global investment firm. Previously, Neil spent 10 years in corporate, exploration and mine geology roles for Placer Dome subsidiaries in Canada, Australia and Papua New Guinea. Neil received a PhD in Economic Geology from James Cook University of North Queensland, Australia, in 1995. Before departing the UK Neil worked as a mud logger and data engineer on North Sea oil rigs for a Schlumberger subsidiary after receiving a First Class Honours degree in Earth Sciences from Birmingham University. Neil has built an extensive global network in both the mining and investment sectors over the past 25 years.
Dr Tom Elder Tom is a Geology graduate of Durham University and held a post-graduate NATO Scholarship at the Universities of Oslo and Durham, his doctorate being awarded in 1964. From 1964 to 1982, he ran exploration programmes in the UK, Ireland, Spain, Italy, Portugal and Greenland for Cominco Ltd. In 1982, he joined BP Minerals and was appointed European, then Global Exploration Manager. The latter position entailed management of a total of eighteen countries, a geo-scientific staff of more than 150 and an annual budget of up to US$65 million. Rio Tinto acquired BP Minerals in 1989, where his role involved assessing and recommending exploration discoveries for development or disposal. Stepping down from Rio in 1995, he was appointed President and CEO of TSX-V and AIM-listed Mano River Resources Inc. in 1998, making gold, iron ore and diamond discoveries in Liberia, Sierra Leone and Guinea which subsequently went into production. From 2002 to 2011 he was a non-executive director of Centamin Egypt Ltd during the period the company put the Sukari gold project into production.
Guido Pas Guido held the position of VP at Chase Manhattan bank between 1973 and 1983. In 1984, he joined the oil trading community and in 1987 co-founded the Addax & Oryx Group, an Africa-based oil production and trading group. In 1988, he co-founded, and was chairman of Samax Resources, a company that discovered several economic gold deposits in Tanzania and in 1998 was acquired by Ashanti Goldfields for US$130M. In 1995, he was founder of Mano River Resources, a West African gold, diamond and iron ore business, which merged with African Aura Resources. He was then a director of African Aura Mining and its successor firm Afferro Mining. Afferro was sold to IMIC plc for £126m in December 2013. Among other projects that Guy Pas was a founder or strategic investor in are Stellar Diamonds, Oxus Resources, Siberian Diamonds, Afren, Ovoca Gold, Advance Gold, GAIA Resource Fund, Eastbound Resources and Thriai Capital Advisors Ltd. He has a degree in Applied Economics from HHS Antwerp (part of KU-Leuven), Belgium.
Malcolm Burne Malcolm is a London based fund manager and natural resource investment banker with over 35 years of experience in the resource sector. He founded and was executive chairman of Golden Prospect plc (now Ambrian Capital plc) until 2007. He was also executive chairman of the Australian Bullion Company (Pty) Ltd. He is currently a director of several other resources companies in Australia, the UK and Canada and he also has experience in the Far East.
1The Company does not have compensation agreements with its senior advisors who provide advice on an “ad hoc” basis.
9. The Placing and Sprott Subscription Pursuant to the Placing, SP Angel and Beaufort Securities have conditionally raised £860,000 (before expenses) for the Company, through the placing of the Placing Shares with investors at the Placing Price conditional on Admission. Pursuant to the Sprott Subscription, the Company will conditionally raise £250,000 (before expenses) for the Company through the issue of Subscription Shares.
30 The Placing Shares and Subscription Shares will represent 10.3 per cent. of the Enlarged Share Capital at Admission. The Placing and Sprott Subscription has not been underwritten and is conditional, inter alia, on Admission occurring by 10 August 2017 and in any event no later than 31 August 2017 and on the Placing Agreement not being terminated. The Placing Shares and Subscription Shares will be issued as fully paid and will, upon issue, rank pari passu with the Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after their date of issue, being the date of Admission.
The Placing Agreement contains certain warranties from the Company, the Directors and Jeffrey Karoly in favour of SP Angel and Beaufort Securities in relation, inter alia, to the accuracy of the information contained in this Document and certain matters relating to the Company. Further details of the Placing Agreement are set out in paragraph 14 of Part VI of this Document.
Further details of the Sprott Subscription are set out in paragraph 15.12 of Part VI of this document.
10. Corporate Governance and Board Practices The Company is not required to comply with the provisions of the Governance Code or the QCA Code. The Board however, recognises the importance of sound corporate governance and intends that the Company will comply with the provisions of the Governance Code and the QCA Guidelines insofar as they are appropriate given the Company’s size and stage of development.
Board Structure On Admission, the Board of Directors will comprise two executive directors and two non-executive directors. The executive directors, being Steven Poulton and Matthew Grainger, and the non-executive directors being David Netherway and Robert Milroy.
The Chairman is responsible for leadership of the Board, for the efficient organisation and conduct of the Board’s function and for the briefing of all Directors in relation to issues arising at Board meetings. The Chairman is also responsible for shareholder communication and arranging Board performance evaluation. The Chairman is expected to facilitate the effective contribution of all directors and promote constructive and respectful relations between Directors and between the Board and senior management.
The Board has established Audit and Remuneration committees with formally delegated duties and responsibilities and each with written terms of reference.
Audit Committee On Admission, the Audit Committee will comprise David Netherway and Robert Milroy and will be chaired by Robert Milroy. The Audit Committee is expected to meet at least twice a year and otherwise as required.
It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non- audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit Committee will have unrestricted access to the Company’s external auditors.
Remuneration Committee On Admission, the Remuneration Committee will be comprised of David Netherway and Robert Milroy and will be chaired by Robert Milroy. It is expected to meet not less than once a year and at such other times as required. A non-executive director must be present at the meeting to form a quorate and the Committee may consult with the Company’s chief executive as appropriate, save for in respect of the remuneration of the Company’s chief executive. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive and non-executive directors, the Company Secretary and other senior executives. The Remuneration Committee also has responsibility for: (i) recommending to the Board a compensation policy for directors and executives and monitoring its implementation; (ii) approving and recommending to the Board and the Company’s shareholders, the total individual remuneration package of the chairman, each
31 executive and non-executive director and the chief executive officer (including bonuses, incentive payments and share options or other share awards); and (iii) approving and recommending to the Board the total individual remuneration package of the Company Secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.
Nomination Committee Given the size of the Board, the Company has not established a separate Nomination Committee. The Board is collectively responsible for reviewing the structure, size and composition (including skills, knowledge and experience) of the Board and its committees and for considering new appointments of additional and replacement Directors.
Share dealing code The Company has adopted a share dealing code for the Directors and applicable employees of the Group for ensuring compliance by such persons with the provisions of the AIM Rules relating to dealings in the Company’s securities and MAR. The Directors consider that this share dealing code is appropriate for a company whose shares are admitted to trading on AIM. The Group will continue to take proper steps to ensure compliance by the Directors and applicable employees with the terms of the share dealing code and the relevant provisions of the AIM Rules and the MAR.
Anti-bribery and corruption policy The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants of the Group comply with the UK Bribery Act 2010.
City Code on Takeovers and Mergers The City Code is issued and administered by the Panel on Takeovers and Mergers (the “Panel”). The Panel has been designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers pursuant to the Directive on Takeover Bids (2004/25/EC) (the “Directive”). Following the implementation of the Directive by the Takeovers Directive (Interim Implementation) Regulations 2006, the rules set out in the City Code which are derived from the Directive now have a statutory basis.
The Company is a public company incorporated in England and Wales and will be admitted to trading on AIM. Accordingly, the City Code will apply to the Company from Admission.
Under Rule 9 of the City Code, where any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, that person is normally required by the Panel to make a general offer to all the remaining shareholders of that company to acquire their shares.
Similarly, when any person, together with persons acting concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, a general offer will normally be required in accordance with Rule 9.
An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer. Under the City Code a concert party arises when persons acting together pursuant to an agreement or understanding (whether formal or informal) actively cooperate to obtain or consolidate control of, or frustrate the successful outcome of an offer for, a company subject to the City Code. Control means an interest or interests in shares carrying an aggregate of 30 per cent. or more of the voting rights of the company, irrespective of whether the holding or holdings give de facto control.
David Netherway, Steven Poulton, Susannah Poulton, Matthew Grainger, Anna Grainger, Diane Rissik, Robert Milroy, Malcolm Burne and Guy Pas are considered to be acting in concert (the “Concert Party”),
32 and will be interested in Ordinary Shares representing in aggregate 47.92 per cent. of the Enlarged Share Capital. Further details on the Concert Party are set out below. The Concert Party will be interested in 47.92 per cent., in aggregate, of the total voting rights of the Company with effect from Admission.
Shareholders should note the Concert Party, in aggregate, will have a maximum potential interest in more than 30 per cent. but less than 50 per cent. of the voting rights of the Company upon Admission. Each of the members of the Concert Party will therefore be prevented from acquiring any Ordinary Shares without incurring an obligation under Rule 9 to make a general offer.
The interests of the members of the Concert Party in the voting rights of the Company as at the date of Admission will be as follows:
% of Number of Enlarged Ordinary Share Name Shares Capital David Netherway 9,417,200 8.75 Diane Rissik 1,333,400 1.24 Steven Poulton 22,754,569 21.13 Susannah Poulton 1,600,000 1.49 Matthew Grainger 8,027,500 7.45 Anna Grainger 720,000 0.67 Robert Milroy 250,000 0.23 Malcolm Burne 2,226,800 2.07 Guido Pas 5,266,800 4.89 –––––––––––– –––––––––––– Total 51,596,269 47.92 –––––––––––– ––––––––––––
Biographies for the Concert Party are set out below:
David Netherway David Netherway was a founder of Altus Strategies Limited and is the Non-Executive Chairman of Altus. Further information about Mr Netherway is set out in Section 8 of Part I of this document.
Diane Rissik Diane Rissik is the partner of David Netherway.
Steven Poulton Steven Poulton was a founder of Altus Strategies Limited and is the Chief Executive of Altus. Further information about Mr Poulton is set out in Section 8 of Part I of this document.
Susannah Poulton Susannah Poulton is the spouse of Steven Poluton.
Matthew Grainger Matthew Grainger was a founder of Altus Strategies Limited and is an Executive Director of Altus. Further information about Mr Grainger is set out in Section 8 of Part I of this document.
Anna Grainger Anna Grainger is the spouse of Matthew Grainger.
Robert Milroy Robert Milroy is a Non-Executive Director of Altus and further information about Mr Milroy is set out in Section 8 of Part I of this document.
Malcolm Burne Malcolm Burne is a Senior Advisor to Altus. Further information about Mr Burne is set out in Section 8 of Part I of this document.
33 Guido Pas Guido Pas is a Senior Advisor to Altus. Further information about Mr Pas is set out in Section 8 of Part I of this document.
11. Dividend Policy It is the intention of the Directors that the Company should aim to achieve capital appreciation for Shareholders. In the short term, the Directors intend to re-invest any future profits of the Company in the Group and, accordingly, are unlikely to declare dividends for the foreseeable future. However, the Directors will consider the payments of dividends out of distributable profits of the Company where they consider it is appropriate to do so. The Company has paid no dividend to Shareholders as of the date of this Document.
12. Share Incentive Schemes It is the intention of the Company to grant share options to the Directors and employees of the Company, provided that the number of new Ordinary Shares to be subject to such share options shall not exceed 10 per cent. of the then issued ordinary share capital of the Company (adjusted for share issuance and cancellation) in any rolling 10 year period. In addition, it is intended that such share options over new Ordinary Shares may be granted to Non-Executive Directors. Approval of the scheme will be required by the independent Shareholders and the Panel.
13. Relationship Agreement The Company has entered into the Relationship Agreement providing for regulation of certain matters in respect of the relationship between the Group and Steven Poulton, who will, following Admission, in aggregate, have an interest in approximately 22.6 per cent. of the Enlarged Share Capital.
Further details of this agreement are set out in paragraph 15.11 of Part VI of this Document.
14. Lock-In and Orderly Market Arrangements Each of the Directors and Applicable Employees, who collectively hold Ordinary Shares representing in aggregate 42.6 per cent. of the Enlarged Share Capital who holds Ordinary Shares representing 42.6 per cent. of the Enlarged Share Capital, has undertaken to the Company and SP Angel that, other than in certain limited circumstances, they will not dispose of any interest they hold in Ordinary Shares for a period of 12 months following Admission and that for a further period of 12 months following the expiry of the initial 12 month period, they shall only dispose of an interest in Ordinary Shares provided such disposal is effected only through the broker for the time being of the Company and in such manner that the broker may reasonably require with a view to the maintenance of an orderly market in the Ordinary Shares. Each Director and Applicable Employee has similarly undertaken to use all reasonable endeavours to ensure that associated parties of the Directors and Applicable Employees (including controlled companies and family members) also comply with these restrictions.
Sprott, which holds 17,458,000 Ordinary Shares representing 16.2 per cent. of the Enlarged Share Capital, has undertaken to the Company and SP Angel that, other than in certain limited circumstances, it shall not dispose of 14,958,000 Ordinary Shares representing 13.9 per cent. of the Enlarged Share Capital save that Sprott will be released from its undertaking in respect of 3,739,500 Ordinary Shares, after the first quarter following Admission and thereafter shall be released from its undertaking in respect of the same number of Ordinary Shares following each subsequent quarter until 12 months following Admission.
Certain other Shareholders, who collectively hold Ordinary Shares representing in aggregate 24.2 per cent. of the Enlarged Share Capital, have undertaken to the Company and SP Angel that, other than in certain limited circumstances, they shall not dispose of an interest in Ordinary Shares for a period of 6 months following Admission, and for the following 6 month period they shall only dispose of an interest in Ordinary Shares provided such disposal is effected only through the broker for the time being of the Company and in such manner that the broker may reasonably require with a view to the maintenance of an orderly market in the Ordinary Shares.
34 Certain other Shareholders, who collectively hold Ordinary Shares representing in aggregate 8.6 per cent. of the Enlarged Share Capital, have undertaken to the Company and SP Angel that, other than in certain limited circumstances for a period of either 9 or 12 months following Admission they shall only dispose of an interest in Ordinary Shares provided such disposal is effected only through the broker for the time being of the Company and in such manner that the broker may reasonably require with a view to the maintenance of an orderly market in the Ordinary Shares.
Further details of these arrangements are set out in paragraph 15.2 to 15.6 of Part VI of this Document.
15. Admission and CREST Settlement Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will be effective and that dealings in the Enlarged Share Capital on AIM will commence at 8.00 a.m. on 10 August 2017.
The Articles permit the holding and transfer of Ordinary Shares to be evidenced in uncertificated form in accordance with the requirements of CREST. CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument in accordance with the requirements of CREST. The Enlarged Share Capital is eligible for CREST settlement. Accordingly, following Admission, settlement of transactions in Ordinary Shares may take place within the CREST system if the relevant Shareholder so wishes. CREST is a voluntary system and Shareholders who wish to receive and retain share certificates will be able to do so.
16. Taxation General information regarding UK taxation is set out in paragraph 10 of Part VI of this Document. These details are intended as a general guide to the current tax position under UK taxation law. If you are in any doubt of your tax position you should consult your own tax adviser.
17. Further Information The attention of prospective investors is drawn to the financial and other information set out in Parts II to VI inclusive of this Document, which provide additional information on the Company. Prospective investors are particularly advised to consider carefully the risk factors relating to any investment in Ordinary Shares set out in Part III of this Document.
35 PART II
INFORMATION ON COUNTRY MINING CODES
Mining Law and Policy in Ethiopia The Mining Operation Proclamation No. 678/2010, as amended, governs the conduct of all mining operations and related activities within Ethiopia, and was amended in 2013. The official version of the primary law is in English with no official translations of this law into other languages. The government regulating entity is the Ministry of Mines, Petroleum and Natural Gas (‘MMPNG’).
The Mining Operation Proclamation No. 678/2010 Code guarantees the licensee’s right to sell the minerals, and provides exemption from customs duties and from taxes on the equipment, machinery and vehicles necessary for the mineral operations. Government royalties range from 3 per cent. for construction materials to 7 per cent. for precious stones and minerals. This calculation is based on the net value of mineral production.
There are three progressive licence types through which countries can undertake exploration and mining activities, which are described in more detail below. One company may only hold 1,500km2 of licences in the Arabian Nubian Shield in total, and the maximum aggregate area a licensee can hold is 3,500km2.
Mineral Licences Prospecting Licence ● Non-exclusive reconnaissance rights
● Valid for a maximum period of 18 months, with no renewals
● Minimum expenditure is agreed in the work programme
● Reporting requirements: Annual report
Exploration Licence ● Gives the Company exclusive exploration rights
● Application cost: 500 ETB, with an additional 200 ETB if granted
● Minimum size of 1km2
● Maximum size for Level 1 (green stone belt) licence is 1,500km2
● Maximum size for Level 2 licence is 2,000km2
● Issued for an initial three year period
● Renewal may not be denied unless there is a material breach of terms and conditions of the licence or the law
● No set minimum expenditure, but budget must be approved by the MMPNG in the work programme
● May be renewed twice for an additional year each time; the Licensing Authority may allow further extension of renewals for additional one year each for a maximum of five times or (5) years
● 25 per cent. of the original licence area must be relinquished upon each renewal
● Renewal fee: 100 ETB/km2
● Land rents depend on the region hosting the licence: ❍ Oromia: 600 ETB/km2 ❍ Benishagul: 300 – 1500 ETB/km2
36 ❍ Afar: 60 – 400 ETB/km2 ❍ Tigray: 60 – 400 ETB/km2 ❍ Amhara: 60 – 400 ETB/km2
● Reporting requirements: Annual and bi-annual reports
Mining Licence ● Application cost: 5,000 ETB1
● Initial term of 20 years, renewable in ten year tranches until reserve is depleted
● No land has to be dropped upon renewal
● Renewal fees: 3,000 ETB1
● Code makes provision for environmental protection and environmental and social impact assessments (depending on the type and nature of the project) and requires a community development programme and community development contribution
● Reporting requirements: Annual report, monthly progress reports (1) MMONG is finalising a new Mineral Operation Regulation and the draft regulation will have some modification on fee structures and accordingly the license fee will remain at 5,000 ETB and the renewal fee will increase to 8,000 ETB. Source: Proclamation 678/2010 of 4 August 2010 Proclamation 816/2013 of 19 March 2014 Mining Operation Regulation 182/1994 as amended Value Added Tax Proclamation No. 285/2002 Council of Ministers Value Added Tax Regulation No. 79/2002 Federal Income Tax Proclamation No.979/2016 Ministry of Mines Directive No.1/2010 Regional Regulations for Land Rental
Mining Law and Policy in Cameroon The agency responsible for the oversight of the mineral resource sector is the Institute for Geological and Mining Research (‘IRGM’) which is part of the Ministry of Industry, Mines and Technological Development. A new Cameroon mining code was adopted in 2001, which was subsequently amended in 2010 and again in December 2016. The most recent update changed land rent and royalty rates. The 2001 Code Minier (No. 2001/001) states that the development, exploitation and financing of a mining site should be subject to a mining convention between the holder of the exploration title and the State of Cameroon. Mineral resources are defined in Section 5 of the 2001 Code Minier as ‘Mineral substances contained in the soil and sub-soil of the territory of the Republic of Cameroon, its territorial waters and its continental shelf shall be the property of the State that shall exercise sovereign rights thereon.’
Ownership of all minerals is vested in the State, so the Government is able to grant and administer title to minerals regardless of land ownership. There are three progressive licence types through which companies can undertake exploration and mining activities: reconnaissance licences, exploration licences and mining licences. Maps and attestations from the National Institute of Cartography have to be procured at cost of approximately 350,000 CFA (depending on the size). Companies are granted a minimum of five-years as a tax free holiday, a maximum tax rate of 25 per cent. and 5 per cent. dividends tax.
Mineral Licences Reconnaissance Licence ● Gives the company non-exclusive rights to explore an area of up to 1,000km2
● Valid for a period of one year and renewable for one additional year
● Fixed application fee: 500,000 CFA
37 ● Renewal fee: 1,000,000 CFA
● Reporting requirements: Annual report, Semester 1 and Semester 2 reports
Exploration Licence ● Gives the company exclusive exploration rights
● Can cover a continuous block of up to 500km2
● Application fee: 4,000 CFA/km2
● Land rent is payable per square kilometre on an increasing scale, rising annually
● Issued for an initial three year period
● May be renewed no more than three times, each time for an additional two years
● Whilst an application for renewal of the licence is pending, it remains valid in accordance with local mining laws
● At each renewal, 50 per cent. of the licence area must be relinquished
● First renewal fee: 3,000 CFA/km2
● Second renewal fee: 4,000 CFA/km2
● A further two year period is available subject to the Company showing sufficient progress in advancing the project
● Approved work plan and budget is required
● Minimum expenditure of 3,000 CFA/km2
● Exploration works must commence within a maximum period of nine months once the licence has been granted
● The holder of an exploration licence has the right to freely use the substances extracted during exploration for testing, on condition that the operations do not assume the character of mining works
● Reporting requirements: Annual report, Semester 1 and Semester 2 reports
Mining Licence ● The holder of an exploration licence who discovers a deposit shall be issued a mining permit for this deposit, provided he fulfils the conditions provided for in the Mining Code
● The licence size depends on the deposit area defined in the project feasibility study
● Land rent of 50,000 CFA/km2/year
● Valid for an initial term of 25 years
● Negotiable 10 year renewal period (no area dropped on renewal)
● Reporting requirements: Annual report, monthly progress reports
Source: Cameroon Mining Code, Law No. 1 of 16 April 2001 Cameroon Mining Code, Law No. 2010/011 of 29 July 2010 Cameroon Mining Decree, January 2017
38 Mining Law and Policy in Liberia The agency responsible for the oversight of the mineral resource sector in the Republic of Liberia is the Ministry of Lands, Mines and Energy. Mineral resources are vested in the Republic of Liberia as stated in the New Minerals and Mining Law (MMA) of 2000, Section 2.1. ‘Minerals on the surface of the ground or in the soil or subsoil, rivers, streams, watercourse, territorial waters and continental shelf are the property of the Republic of Liberia and anything pertaining to their Exploration, Development, Mining, and Export shall be governed by this Law.’ The Public Procurement and Concession Act (PPCA) of 2006, which sets out a transparent and competitive system for the licence area of known state mineral assets, strengthened this law.
As ownership of all minerals is vested in the State, the Government is able to grant and administer title to minerals regardless of ownership of the land. The current licence awarding process is the Mineral and Mining Law of 2006, and the Public Procurement and Licence area Act. Through the Ministry of Lands, Mines & Energy, policies and regulations are formulated and regulated in collaboration with other sector related agencies. These include the Model MDA, Liberia Draft Minerals Policy, and Exploration Regulations.
Regulations governing exploration under a mineral exploration licence were updated in March 2010. These regulations are clear and concise and appear to be consistent with best practice in other countries such as Australia. The new regulations require a number of specific actions by a licencee, such as maintaining records and filing data. Complying with the requirements gives relative certainty of title. There are three progressive licence types through which companies can undertake exploration and mining activities, which are described in further detail below.
All costs are reported in US Dollars.
Mineral Licences Reconnaissance Licence ● Covers an area of up to 2,000km2
● Valid for an initial period of six months and renewable for an additional six months
● Fixed application fee: $15,000
● Land rent: $0.50/hectare (paid in advance)
● Renewal fee: $15,000
● No area dropped on renewal
● Reporting requirements: Quarterly reports, Annual report
Exploration Licence ● Gives the company exclusive exploration rights
● Can cover a continuous block of up to 1,000km2
● Application fee: $0.50/km2 but this includes land rent
● Issued for an initial three year period; licence holder to commence work within 180 days of issuance
● May be renewed once for an additional two years
● Whilst an application for renewal of the licence is pending, it remains valid in accordance with local mining laws
● 50 per cent. of licence area must be dropped upon renewal
● Renewal fee: $5,000
39 ● Minimum expenditure that must be met is as follows: ❍ Year 1: $3.75/hectare ❍ Year 2: $7.50/hectare ❍ Year 3: $11.25/hectare ❍ Renewed term: $11.25/hectare
● At each renewal, 50 per cent. of the licence area must be relinquished
● Approved work plan and budget is required, as is evidence of technical and financial capability
● Annual environmental mitigation plan and Environmental Impact Assessment licence required
● An Exploration licence grants a party the right to conduct pilot mining during exploration
● Cannot transfer a controlling interest in the licence without consent of the Minister
● Reporting requirements: Quarterly reports, Annual report
Mining Licence or Mineral Development Agreement (‘MDA’) At or before the expiration of the Exploration licence, the holder may select the entire Exploration area or any part thereof as the Proposed Production Area if the geological data from work programmes suggests that there is an economically viable resource present. This may then be the subject of a MDA. The MDA may provide for an additional period of 5 years’ exploration and grant of a Class A mining licence to exploit the minerals contained in such area. The MDA offered by the Ministry shall be based on the terms and conditions then commonly proposed by the Ministry in MDAs covering deposits of similar types, grades and sizes.
Class A Mining Licence ● An Exploration licence must have been held prior to applying for a Mining licence to ensure that a Mining licence isn’t granted for an unmineralised area
● Initial term of 25 years with periodic reviews every five years
● Initial application cost of $50,000
● Duty-free privileges on mining equipment
● Subsequent renewals and fees are subject to agreement by negotiation
● Free repatriation of profits and dividends offshore
● Income tax not to exceed 35 per cent.
● Reporting requirements: Annual report, monthly progress reports
Source: Minerals and Mining Law, Liberian code of laws revised of 3 April 2000 Regulations governing exploration under a mineral exploration licence of the republic of Liberia of March 2010
Mining Law and Policy in Morocco The Ministry of Energy, Mines and Sustainable Development (‘MEM’) is responsible for overseeing the mineral resource sector in the Kingdom of Morocco. As ownership of all minerals is vested in the State, the Government is able to grant and administer title to minerals regardless of ownership of the land. The Mining Code of Morocco was introduced by Law 33.13 of July 2015 and its implementation decree published in (Bulletin Officiel No. 6484 – 16 Chaoual 1437 of 21 June 2016) replacing the previous code, which dated back to 1951. The new code is currently being implemented across the country.
40 Article 119 of the new code requires holders of research permits granted under the 1951 code to apply for their “renewal” within the year after the entry into force of the new code. Failure to do so will lead to revocation of the relevant permit. We understand the Companies did not comply with this requirement but that, due to general confusion regarding the application of this article, the Companies were granted an extension until 23 May 2017 to make the necessary applications required under the new mining code. Furthermore, a ‘circulaire’ was published in May 2017 which extended the submission date by a further three months.
While the new deadline has not yet passed, evidence of the submission prior to 23 May 2017 of the necessary applications (in the form of copies of letters to the Directeurs Regionaux de l’Energie et des Mines) has been provided in relation to the following research permits: ● Azru Resources SARL AU, Agdz permits 2340499, 2340500, 2340501 and 2340502; ● Azru Resources SARL AU, Tamatert permits 1838575 to 1838577, 1838684 & 1838685; ● AZA Minerals SARL AU, Ouarzazate permits 2341016, 2341017 and 2341018; ● Adrar Resources SARL AU, Takzim permits 1838572 to 1838574 &1838688; ● AF Resources SARL AU, Oulmes permit 213092; and ● AF Resources SARL AU, Ment permits 213089 to 213091.
Further to this, visits to the regional offices of the MEM by local counsel’s assistant between 12 and 13 July 2017 confirmed that all of the research permits remain valid and in force on those dates, however, local counsel’s assistant was reminded that the Agdz research permit is still pending renewal.
There are three forms of mining title through which companies can undertake exploration and mining activities, which are described in more detail below.
Mineral Licences The following is a brief summary of the three mining titles as currently available under the Moroccan Mining Code of 2015 (introduced by Law 33.13 of July 2015 and its implementation decree published in Bulletin Officiel No. 6484 — 16 Chaoual 1437 of 21 June 2016):
Exploration Authorisation ● Covers a minimum area of 100km2 and a maximum of 600km2
● Valid for an initial period of two years and renewable for an additional two years
● Application cost: 50 MAD/km2
● Renewal fee: 100 MAD/km2
● No area required to be dropped on renewal
● Minimum expenditure: 10,000 – 20,000 MAD/km2
● Reporting requirements: Annual report
Research Permit ● Gives the Company exclusive exploration rights
● Total licence area is made up of 4x4km blocks
● Maximum size allowed is yet to be confirmed
● Application fee: 2,000 MAD/block
● Renewal fee: 4,000 MAD/block
41 ● Minimum expenditure: 33, 000 MAD/km2 for a renewal
● Issued for an initial three year period
● May be renewed once for an additional four years
● Whilst an application for renewal of the licence is pending, it remains valid in accordance with Moroccan mining laws
● Work must commence within 12 months of being awarded the permit
● It is not necessary to drop any of the original licence area upon renewal
● Approved work plan and budget is required
● Reporting requirements: Annual report
Mining Licence ● Minimum size of 1 km2 but total area must not be greater than the previous research permit
● Application cost: 18,000 MAD
● First renewal fee: 34,800 MAD
● Second renewal fee: 60,000 MAD
● Initial term of 10 years and renewable in ten year tranches until reserve is depleted
● No land has to be dropped upon renewal
● Reporting requirements: Annual report, monthly progress reports
Source: Bulletin Officiel No. 6484 —16 Chaoual 1437 of 21 June 2016
42 PART III
RISK FACTORS
This Document contains forward-looking statements, which have been made after due and careful enquiry and are based on the Board’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. These forward- looking statements are subject to, inter alia, the risk factors described in this Part III of the Document. The Directors believe that the expectations reflected in these statements are reasonable, but may be affected by a number of variables which could cause actual results or trends to differ materially. Each forward-looking statement speaks only as of the date of the particular statement.
Factors that might cause a difference include, but are not limited to, those discussed in this Part III of this Document. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such forward-looking statements in this Document to reflect future events or developments.
The Company is subject to most of, or all commercial, legal, employment, operational and reputational risks that also affect companies in other business sectors. Prior to making an investment decision in respect of the Placing Shares, prospective investors and Shareholders (as appropriate) should consider carefully all the information within this Document, including the following risk factors. The Board believes the following risks to be the most significant for potential investors. However, the risks listed do not necessarily comprise all those associated with an investment in the Company. In particular, the Company’s performance may be affected by changes in market or economic conditions and in legal, regulatory or tax requirements or a combination of these factors. The risks listed are not set out in any particular order of priority. Additionally, there may be risks not mentioned in this Document of which the Board is not aware or believes to be immaterial but which may, in the future, adversely affect the Company’s business and the market price of the Placing Shares.
If any of the following risks were to materialise, the Company’s business, financial condition, results or future operations could be materially and adversely affected. In such cases, the market price of the Placing Shares could decline and an investor may lose part or all of his investment. Additional risks and uncertainties not presently known to the Board, or which the Board currently deems immaterial, may also have an adverse effect upon the Company and the information set out below does not purport to be an exhaustive summary of the risks affecting the Company.
Before making a final investment decision, prospective investors should consider carefully whether an investment in the Company is suitable for them and, if they are in any doubt should consult with an independent financial adviser authorised under FSMA which specialises in advising on the acquisition of shares and other securities.
1. Risks relating to the Group’s business Early stage of operations The Group’s operations are at an early stage of development and future success will depend on the Directors’ ability to successfully manage the current projects and to take advantage of further opportunities which may arise. There can be no guarantee that the Group can or will be able to, or that it will be commercially advantageous for the Group to, develop its existing portfolio of exploration projects in Africa.
The Group has no assets producing positive cash flow and its business model is to remain an exploration project generator. Ultimately its success will depend on the Directors’ ability to implement their strategy and generate cash flow from the direct or indirect sale of the Group’s interests in its Projects. Whilst the Directors are optimistic about the Group’s prospects, there is no certainty that anticipated outcomes and revenue streams will be achieved in the future, or that the Company will be successful in achieving a return on
43 Shareholders’ investment. Losses are likely to occur in the near future and there can be no assurance that the Group will be profitable in the future.
Exploration and development risks Mineral exploration and development is highly speculative in nature and involves a high degree of risk. Very few properties which are explored are ultimately developed into producing mines. Success in exploration and increasing mineral resources and reserves is dependent on a number of factors, including, but not limited to, the quality and availability of geological and technical expertise, the quality of land available for exploration, the quality of management, the availability of exploration capital, the market price for the commodity being sought and various other factors. If mineralization is discovered, it may take several years of drilling and development until production is possible during which time the economic feasibility of production may change. The economics of developing mineral properties are affected by many factors including the cost of operations, variations of the grade of ore mined, fluctuations in the price of the precious or base minerals produced, fluctuations in exchange rates, costs of development, infrastructure and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. In addition, the grade of mineralisation ultimately mined may differ from that indicated by drilling results and such differences could be material. As a result of these uncertainties, there can be no assurance that mineral exploration and development of the Projects in which the Group has an interest will result in any profitable commercial operations.
The Group’s exploration projects are considered to be at an early stage of exploration and there is a high degree of risk that individual projects may prove not to be economic or commercially viable. This risk is mitigated by the Group holding an interest in a number of exploration projects simultaneously.
Project development risks The Group’s growth strategy, subject to the availability of funding, includes the acquisition of, and application for additional exploration licences. Such strategy brings with it certain risks and will place additional demands on the Group’s management, financial and operational resources. If the Group is unable to manage its growth effectively, its business, operations or financial condition may deteriorate.
There can be no assurances that the Group will be able to identify, complete and develop suitable projects successfully. The Group may incur material costs in evaluating suitable exploration projects or mining licence applications which may ultimately not be acquired or awarded. Pursuing new projects can place significant strain on management, employees, systems and resources and can take significant time to negotiate with all relevant parties.
Additionally any new projects may not perform in line with expectations to justify the up-front costs. There can be no assurance that the Group will be able to manage effectively the expansion of its operations or that the Group’s current personnel, systems, procedures and controls will be adequate to support the Group’s operations. This includes, among other things, the Group managing the acquisition of required land tenure, infrastructure development and other related issued affecting local populations, their cultures and religions, Any failure of the Board to manage effectively the Group’s growth and development could have a material adverse effect on the Group’s business, financial condition and results of operations. There is no certainty that all or, indeed, any of the elements of the Group’s current strategy will develop as anticipated and that the Group will be profitable.
Risk of failing to generate new targets or discoveries Altus has relatively small exploration budgets until JV partners are brought in; without JV partners it may be difficult to complete sufficient work to result in a significant discovery, to generate a significant target or to progress exploration to a stage where the project is of interest to JV partners.
Ability to attract partners The probability of successfully progressing early stage projects by the Group, is dependent on an ability to attract exploration partners to share project expenditures and to provide additional technical expertise required to develop projects. If the Company is unable to attract joint venture partners to fund, or co-fund project expenditures and to provide additional technical expertise, the level of exploration the Group could
44 perform with limited personnel may be adversely impacted. This could affect the likelihood of discovering future commercially feasible projects. Additionally, there is a risk that the Company spends more on the exploration of its Projects in order to attract joint venture partners, thereby imitating the behaviour of junior mining companies rather than a project generator. To mitigate this risk, the Company monitors the market cycles and adjusts its business development approach for the changes.
Reliance on Joint Venture partners The Group has entered into a legally binding memorandum of agreement to create a joint venture with JOGMEC on the Tigray-Afar Project and a farm-in and incorporated joint venture agreement with Canyon on the Birsok and Mandoum Project and, in the future, intends to enter into new joint venture agreements over other Projects currently owned or to be acquired by the Group.
There can be no assurance that its existing relationship with JOGMEC and Canyon will continue or that new joint ventures will be successfully formed.
The purpose of memorandum of agreements and farm-in and incorporated joint venture agreements is to fund all or a portion of the exploration and development costs associated with the Group’s projects. Moreover, other companies may from time to time operate some of the other assets in which the Group has an ownership interest. Liquidity and cash flow problems encountered by joint venture partners and co- owners of such assets and any noncompliance by the partners and co-owners may lead to a delay in the pace of exploration, drilling or project development that may be detrimental to a project or may otherwise have adverse consequences for the Group.
In addition, any joint venture partners may be unwilling or unable to pay their share of the costs of projects as they become due. Any funding obligation on a joint venture partner may be dependent upon the results of exploration such that there may be no obligation to fund headline funding amounts contained within a JV agreement. In the case of a joint venture partner, the Group may have to obtain alternative funding to complete the exploration and development of the assets subject to the joint venture agreement. The Group cannot assure investors that it would be able to obtain the capital necessary to fund this contingency. It is also possible that the interests of the Group and those of any joint venture partners are not aligned resulting in project delays or additional costs of losses.
JOGMEC MoA On 26 April 2017, the Company was notified by JOGMEC that it did not intend to fund further expenditure on the Slater Project and the Agamat prospect within the Tigray-Afar licence and that it would determine whether to continue to pursue the MoA following results of the reconnaissance and sampling programme at the Asagara prospect anticipated in September 2017. In the event that JOGMEC decides to withdraw from the MoA, JOGMEC would forfeit their rights to any equity stake earnt however the Directors believe that given the results and expenditure to date and the size of the project area, another party may be found to continue to develop exploration programmes on the Tigray-Afar Project. However, there can be no certainty that a new joint venture partner could be found nor the terms of such joint venture would be equivalent to the existing arrangements in place. Further it is likely to take time to find and agree terms with any new party which would result in delays to the development of the Tigray-Afar Project.
Operating risks The activities of the Group are subject to all of the hazards and risks normally incidental to exploring and developing natural resource projects. These risks and uncertainties include, but are not limited to, environmental hazards, industrial accidents, labour disputes, encountering unusual or unexpected geologic formations or other geological or grade problems, unanticipated changes in metallurgical characteristics and mineral recovery, encountering unanticipated ground or water conditions, cave-ins, pit wall failures, flooding, rock bursts, periodic interruptions due to inclement or hazardous weather conditions and other acts of God or unfavourable operating conditions and losses. Should any of these risks and hazards affect the Group’s exploration, development or mining activities, it may cause the cost of production to increase to a point where it would no longer be economic to produce mineral resources from the Group’s properties, require the Group to write-down the carrying value of one or more mineral projects, cause delays or a stoppage of mining and processing, result in the destruction of mineral properties or processing facilities, cause death or personal injury and related legal liability; any and all of which may have a material adverse effect on the Company.
45 It is not always possible to fully insure against such risks as a result of high premiums or other reasons (including those in respect of past mining activities for which the Company was not responsible). Should such liabilities arise, they could reduce or eliminate any future profitability, result in increasing costs or the loss of its assets and a decline in the value of the Ordinary Shares.
Availability of drilling, exploration and production equipment The availability of drilling and other equipment and services is affected by the level and location of drilling activity around the world. An increase in drilling operations may reduce the availability of equipment and services to the Group. Similarly, the Group may have difficulty sourcing the exploration and production equipment it requires in the timeframe envisaged by the Group’s plans due to high global demand for such equipment. The reduced availability of equipment and services may delay the Group’s ability to exploit any reserves and adversely affect the Group’s operations and profitability.
Profitability & capital requirements Natural resource project appraisal and exploration activities are capital intensive and inherently uncertain in their outcome. The Group’s future natural resource appraisals and exploration projects may involve unprofitable efforts, either from areas of exploration which ultimately prove not to contain natural resources, or from areas in which a natural resource discovery is made but is not economically recoverable at current or near future market prices when including the costs of development, operation and other costs. In addition, environmental damage could greatly increase the cost of operations, and various operating conditions may adversely and materially affect the levels of production. These conditions include delays in obtaining governmental approvals or consents, delays due to extreme weather conditions, insufficient storage or transportation capacity or adverse geological conditions. While diligent supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal operations cannot be eliminated and may adversely and materially affect the Group’s revenues, cash flow, business, results of operations and financial resources and condition.
Mineral properties On Admission, the Company’s principal exploration projects are the Laboum Project, the Birsok and Mandoum Project, The Tigray-Afar Project, the Agdz Project, the Bikoula and Ndjele Project and the Bella Yella Project. Any adverse development affecting the exploration rights and licences of these projects could have a material and adverse effect on the Group and could materially and adversely affect its future production, profitability, financial performance and results of operations.
Whilst the Group has attempted to diligently investigate its title to, and the rights and interests in, the exploration rights and licences, and, to the best of its knowledge, such title and interest are in good standing, this should not be construed as a guarantee of the same. Any exploration rights and licences may be subject to undetected defects, or disputes with the government issuing the licence. If a defect does exist or a dispute does occur, then it is possible that the Group may lose all or part of its interest in those licences to which the defect or dispute relates.
Commodity prices The future profitability and viability of the Group’s operations will be dependent upon the market price of the projects and products able to be sold by the Group. Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. General economic factors as well as the world supply of mineral commodities, the stability of exchange rates and political developments can all cause significant fluctuations in prices. The price of mineral commodities has fluctuated widely in recent years and future price declines could cause commercial production to be impracticable, thereby having a material adverse effect on the Group’s business, financial condition and results of operations. Moreover, reserve estimates and feasibility studies using different commodity prices than the prevailing market price could result in material write-downs of the Group’s investment in its assets, the availability of debt and equity finance being curtailed and even a reassessment of the feasibility of mining projects which could result in putting a mining project on care and maintenance and slowing down operations until a change in the commodity prices. Prolonged, subdued commodity prices would have a material adverse effect on the Group’s operations and financial position.
46 Estimates of mineral reserves and resources The estimating of mineral reserves and mineral resources is a subjective process and the estimates of mineral reserves and resources for development projects are, to a large extent, based on the interpretation of geological data obtained from drill holes and other sampling techniques and feasibility studies which derive estimates of costs based upon anticipated tonnage and grades of ores to be mined and processed, the configuration of the ore body, expected recovery rates from the ore, estimated operating costs, anticipated climatic conditions and other factors.
Any mineral resource estimates referred to in this Document are historic estimates only and no assurance can be given that any particular grade, stripping ratio or grade of minerals will in fact be realised or that an identified reserve or resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. Market fluctuations in the price of precious and base metals may also render mineral reserves uneconomical. As a result of these uncertainties, there can be no assurance that the Group’s exploration programmes will result in profitable sale of projects or ultimately commercial mining operations.
There is significant uncertainty in any reserve or resource estimate and the actual deposits encountered and the economic viability of mining a deposit may differ materially from the Company’s estimates. The exploration of mineral rights is speculative in nature and is frequently unsuccessful. The Group may be unable to successfully discover and exploit new projects or reserves to replace those they are selling or mining to ensure their on-going viability.
Estimated mineral reserves or mineral resources may have to be recalculated based on changes in metals prices, further exploration or development activity or actual production experience. This could have a material adverse effect on estimates of the volume or grade of mineralisation, estimated recovery rates or other important factors that influence reserve or resource estimates. Market price fluctuations for base metals, increased production costs or reduced recovery rates, or other factors may render any mineral reserves of the Group uneconomical or unprofitable to develop at a particular site or sites.
Resource data is not indicative of future results of operations. If the Group’s actual minerals resources are less than current estimates, the Group’s results of operation and financial condition may be materially impaired.
Licence renewal applications Applications have been made for the renewal of certain licences set out below, but title has not yet been granted by the necessary governing bodies. While the Directors believe that there is minimal risk of title not being granted in respect of these applications, there is no guarantee that title will be granted in respect of any or all of these concession areas.
(a) Negash Licence, Ethiopia – The government regulating entity in Ethiopia is the Ministry of Mines, Petroleum and Natural Gas from which Aluvance plc is awaiting renewal of its Negash licence. The JOGMEC MoA relates to the Tigray-Afar Licence and the Negash Licence, however all exploration efforts to date under the agreement have been focussed on the Tigray-Afar Licence which is considered to be more prospective. The status of the licence renewal application is uncertain and the Company does not know the validity of the licence based on communication with the Ministry. There a risk that the Negash licence will be cancelled as the work commitments under the Negash Licence have not been complied with, but this licence is not a material asset in any respect. Its initial term expired on 19 March 2017.
(b) Agdz Copper-Silver Licence, Morocco – The Ministry of Energy, Mines and Sustainable Development in Morocco is responsible for overseeing the mineral resource sector from which Azru Resources SARL is awaiting renewal of its Agdz Copper-Silver Licence. Local counsel has confirmed that whilst an application for renewal of the licence is pending, it remains valid in accordance with local mining laws. The licence expired on 19 May 2017.
(c) Birsok Licence, Cameroon – The Ministry of Industry, Mines and Technological Development in Cameroon is responsible for the oversight of the mineral resources sector from which Aucam SA is awaiting renewal of its Birsok Licence. Local counsel has confirmed that whilst an application for renewal of the licence is pending, it remains valid in accordance with local mining laws. The licence expired on 3 December 2016. 47 (d) Bella Yella Licence, Liberia – Ministry of Lands, Mines and Energy in Liberia is responsible for the oversight of the mineral resource sector from which Mining & Exploration Services (Liberia) Ltd is awaiting renewal of its Bella Yella Licence. Local counsel has confirmed that whilst an application for renewal of the licence is pending, it remains valid in accordance with local mining laws. The licence expired on 4 November 2016.
Change to Moroccan Mining Legislation Following the introduction of the new Mining Code of Morocco and its implementation decree in July 2015, research permit holders can apply for a renewal of their permit under Article 119 of the new code within the year after the entry into force of the new code. Failure to do so would lead to the revocation of the permit. The subsidiaries set out below did not make the renewal applications in respect of the necessary permits within the necessary time limit, but due to the confusion of the new mining legislation, they were granted an extension to 22 May 2017 to make the necessary applications, which has since been extended to 23 August 2017.
● Azru Resources SARL AU – Agdz and Tamertert licences
● AZA Minerals SARL AU – Ouarzazate licence
● Adrar Resources SARL AU – Takzim licence
● AF Resources SAR AU – Oulmes and Ment licences
Local counsel have confirmed that the necessary renewal applications were filed by the 22 May deadline, but have been unable to substantiate the legal position of the May or August deadline, therefore, there is a risk that these permits may not be renewed.
Failure to transfer mining concessions to relevant entities Alures Mining Limited is obligated to transfer certain of its Birsok and Mandoum Licences to Bauxex SA, a subsidiary of Aluvance Ltd based in Cameroon, in accordance with the Canyon JV. To date these licences have not been transferred as the parties were awaiting the renewal of the Birsok Licence. Pursuant to the variation letter dated 19 May 2017 to the Canyon JV agreement, Canyon and Alures Mining have agreed to waive the condition in relation to the renewal of the Birsok Licence. The Directors intend to transfer the Birsok and Mandoum ore project Licences to Bauxex SA once the renewal has been received, prior to transferring Avance African Group Ltd from Aluvance Ltd to Alures Mining Ltd.
Acquisition, retention and conversion of licences, permits and other regulatory approvals The ability of the Group to discover, develop and exploit natural resources depends on its ability to successfully apply for, acquire and renew exploration licences as well as, in the future, to convert such rights into production and/or mining licences. The Group will also be required to obtain further environmental and technical permits for the construction and development of commercial operations. The grant or renewal of such licences and permits are subject to the discretion of the relevant country governmental authority.
There is a risk that these further permits and licences may not be granted, or the granting of such approval and consent may be withheld for lengthy periods or subject to satisfaction of certain conditions, including the meeting of certain minimum spending commitments or specified deadlines for prescribed tasks and other obligations set out in the work programs attached to such rights, which the Group cannot or may consider impractical or uneconomic to meet. The result of which may result in the delay or inability to explore or exploit its existing mining projects, or secure new prospective ground for exploration. Any such delays, the imposition of onerous terms, or the refusal to grant such licences by the relevant authority, could result in the Group incurring additional costs, or reduce the value of the Group’s mining assets which could have a significant material adverse effect on the Group.
Future noncompliance with the obligations of the Group’s exploration and/or mining licences may give rise to enforcement action by the relevant authorities, who may agree to waivers and extensions or may require remedial action, who are also entitled to revoke the licences and rights in such circumstances.
48 Moreover, some of the licences and rights may expire before the end of what the Group estimates to be the productive life of its licenced resources. There is no assurance that the Group will be able to secure extensions to the terms of its licences. Any premature termination, suspension or withdrawal of licences may have a material adverse effect on the Group’s business, results of operations and financial condition.
Government regulation and legal risk The Group’s operating activities are subject to extensive laws and regulations governing expropriation of property, health and worker safety, employment standards, waste disposal, protection of the environment, mine development, land and water use, prospecting, mineral production, exports, taxation, labour standards, occupational health standards, toxic wastes, the protection of endangered and protected species and other matters. While the Group believes that it is in substantial compliance with all material current laws and regulations affecting its activities, future adverse changes in applicable laws, regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Group or its properties, which could have a material adverse impact on the Group’s current operations or planned development projects.
Infrastructure, local resources and capital equipment The Group will be reliant upon local infrastructure to develop its Projects. There is a risk that the existing infrastructure available to the Group may not always adequate due to its condition, capacity and reliability or by virtue of government regulation or restriction. In the course of developing its projects, the Group may need to construct or support the construction of infrastructure, including water supplies, power, transport and logistics services which affect capital and operating costs. Such requirements and resultant costs may have a material impact on the viability and profitability of the Group’s Projects and future projects and accordingly could materially adversely affect the Group’s operations, financial condition and results of operations. Furthermore unusual or infrequent weather phenomena, sabotage, government or other interference or provision of such infrastructure or any failure or unavailability in such infrastructure may materially and detrimentally affect the prospects of the Group.
Additionally, the Group’s Projects will be reliant on the availability of suitable local resources and the ability of the Group to source, transport and install capital equipment. There can be no assurance that the suppliers of local resources or capital equipment will deliver it to the Group within the expected timeframes and any such delays or non-delivery may adversely affect the business of the Group and consequently its financial position.
Equipment failure There is a risk of equipment failure due to wear and tear, design or operator error, among other things which could adversely affect the Group’s business, with a consequential effect on the financial position of the Group. In particular, any operational stoppages due to equipment failure may result in delays which may increase the expenditure of the Group which will impact on the future revenue and profitability of the Group. In addition, if the cost of maintaining key equipment is materially higher than anticipated, this will have a negative effect on the Group’s operations.
Environmental legislation Environmental and safety legislation (e.g. in relation to reclamation, disposal of waste products, pollution and protection of the environment, protection of wildlife and otherwise relating to environmental protection) may change in a manner that may require stricter or additional standards than those now in effect, a heightened degree of responsibility for companies and their directors and employees and more stringent enforcement of existing laws and regulations. This could impose significant costs and burdens on the Company (the extent of which cannot be predicted) both in terms of compliance and potential penalties, liabilities and remediation. Breach of any environmental obligations could result in penalties and civil liabilities and/or suspension of operations, any of which could adversely affect the Group.
Mining operations have inherent risks and liabilities associated with damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. Laws and regulations involving the protection and the remediation of the environment are constantly changing and are generally becoming more restrictive. Approval is required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.
49 There may also be unforeseen environmental liabilities resulting from exploration and mining activities, which may be costly to remedy. If the Group is unable to fully remedy an environmental problem, it may be required to stop or suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Group. The Group has not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) as it is not generally available at a price which the Group regards as reasonable.
Health and safety risks Certain of the Group’s operations may be carried out under potentially hazardous conditions. Whilst the Group intends to operate in accordance with relevant health and safety regulations and requirements, the Group remains susceptible to the possibility that liabilities might arise as a result of accidents or other workforce-related misfortunes, some of which may be uninsurable or beyond the Group’s control.
Further, a violation of health and safety laws or the failure to comply with the instructions of relevant health and safety authorities could lead to, among other things, a temporary shutdown of all or a proportion of any future operations or the imposition of costly compliance procedures. This could have a material adverse effect on the Group’s operations and/or financial condition.
Labour Risks The Group’s operations may be affected by labour-related problems in the future, such as union demands and litigation for pay rises and increased benefits. There can be no assurance that work stoppages or other labour-related developments (including the introduction of new labour regulations) will not adversely affect the results of operations or the financial condition of the Group.
External contractors and sub-contractors When the world mining industry is buoyant there is increased competition for the services of suitably qualified and/or experienced sub-contractors, such as mining and drilling contractors, assay laboratories, metallurgical test work facilities and other providers of engineering, project management and mineral processing services.
As a result, the Group may experience difficulties in sourcing and retaining the services of suitably qualified and/or experienced sub-contractors. The loss or diminution in the services of suitably qualified and/or experienced sub-contractors or an inability to source or retain necessary sub-contractors or their failure to properly perform their services could have a material and adverse effect on the Group’s business, results of operations, financial condition and prospects.
2. Risks relating to Africa General The Group principally operates in Ethiopia, Cameroon, Liberia and Morocco and as such its operations are applicable to the laws of the jurisdictions in which it operates. African economies in general are emerging markets and as such are different from those in more developed countries in many respects including economic structure, government, level of development, growth rates and foreign exchange controls. By virtue of this there are inherent risks involved when investing in such economies.
Investors in emerging markets should be aware that these markets are subject to greater risk than more developed markets, including in some cases significant legal, economic and political risks.
Investors should also note that emerging economies are subject to rapid change and that the information set out in this Document may become outdated relatively quickly. Accordingly, investors should exercise particular care in evaluating the risks involved and must decide for themselves whether, in light of those risks, an investment in the Company is appropriate. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved and investors are urged to consult with their own legal and financial advisers before making an investment in the Ordinary Shares.
50 Foreign investment risk The Group conducts its exploration in Ethiopia, Cameroon, Liberia and Morocco and intends to expand its operations into further countries in Africa. The Group has received the cooperation and support for its operations from the governments of these countries in which it operates thus far. However, whilst the Directors are hopeful that the support for the ongoing exploration by foreign investors will continue, the future support and co-operations of the indigenous governments is uncertain. There can be no assurance that future political and economic conditions in Ethiopia, Cameroon, Liberia, Morocco or other African countries will not result in governments adopting different policies in relation to foreign development and ownership over rights to explore and exploit mineral reserves. Any such changes in policy may result in changes in laws affecting foreign ownership of mineral interests, property assets, taxation, rates of exchange, imposition of additional fees, repatriation of income, royalties, return of capital and land access and labour relations, any of which may affect the Group’s ability to undertake operations, secure joint venture partners and development activities in respect of the manner currently contemplated. If at any stage the Group cannot pursue its exploration and development programmes because of such factors, the Group’s financial condition and forward projections would be materially adversely affected.
Legal systems Ethiopia, Cameroon, Liberia and Morocco and other jurisdictions in Africa in which the Group might operate in the future may have less developed legal systems than more established economies which could result in risks such as (i) effective legal redress in the courts of such jurisdictions, whether in respect of a breach of law or regulation, or in an ownership dispute, being more difficult to obtain; (ii) a higher degree of discretion on the part of governmental authorities; (iii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or (v) relative inexperience of the judiciary and courts in such matters. In certain jurisdictions, the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to the Group’s licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licences, licence applications or other legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness of and enforcement of such arrangements in these jurisdictions cannot be assured.
Land title Whilst the Company is satisfied that it has taken reasonable measures to ensure an unencumbered right to exploit its licence areas in Ethiopia, Cameroon, Liberia and Morocco, they are subject to greater risks than more developed markets, including significant legal, economic and political risks.
Insurance As a participant in exploration and/or mining activities, the Group may not be able to obtain insurance coverage at all or at acceptable premiums and some forms of insurance protection used in western countries may be unavailable in Ethiopia, Cameroon, Liberia, Morocco, and other jurisdictions in Africa.
The Group does not currently plan to insure its operations which is common industry practice in the mineral exploration sector.
In the event that insurance coverage is not available or the Group’s insurance is insufficient to fully cover any losses, claims and/or liabilities incurred, the Group’s business and operation may be disrupted and its financial results or financial position adversely affected.
The Group’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes or slowdowns, unusual or unexpected geological formations or other geological or grade problems, ground or slope failures, cave-ins, flooding, rock bursts, changes in the regulatory environment or laws, and natural phenomena such as earthquakes, inclement or hazardous weather conditions and floods. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Group’s properties or the properties of others, delays in development or mining, monetary losses and possible legal liability.
51 Downgrading of debt rating Any adverse revision to the prevailing credit rating for domestic and international debt by international rating agencies of any country in which the Group operates may adversely impact the Company’s ability to raise future project financing and the interest rates and other commercial terms at which such additional financing may be available. This could have an adverse effect on the Group’s financial performance and its ability to obtain financing to fund its growth on favourable terms, or at all.
Currency fluctuations A significant portion of the Group’s expenses incurred in connection with the Group’s existing projects will be in pounds sterling. In addition, as an international organisation, the Company’s business transactions may not be denominated in the same currencies. To the extent that business transactions are not denominated in the same currency, the Company is exposed to foreign currency exchange rate risks. In addition, holders of the Company’s shares are subject to foreign currency exchange rate risk to the extent that the Company’s business transactions are denominated in currencies other than pounds sterling. Fluctuations in foreign currency exchange rates may adversely affect the Company’s profitability. As a result, fluctuations in currency exchange rates could have a material adverse effect on the financial condition, results of operation or cash flow of the Group. The Group does not currently intend to enter into any hedging arrangements with respect to foreign currencies.
Risk of crime and corruption Countries in Africa generally experience high levels of criminal activity and governmental and business corruption. Exploration and mining companies operating in certain areas of Africa may be particular targets of criminal actions. Criminal or corrupt action against the Group could have a material adverse effect on the Group’s business, operations, financial performance, cash flow and future prospects. In addition, the fear of criminal or corrupt actions against the Group could have an adverse effect on the ability of the Group to adequately staff and/or manage its operations or could substantially increase the costs of doing so.
The Group is subject to anti-corruption and anti-bribery legislation and regulations, including the UK Bribery Act and other laws and regulations that prohibit companies and their intermediaries from making improper payments or offers of payments to foreign governments and their officials and political parties, or others for the purpose of obtaining or retaining business and other benefits.
By doing business in Ethiopia, Cameroon, Liberia, Morocco, and other jurisdictions in Africa, the Group could face, directly or indirectly, corrupt demands by officials, militant groups or private entities. Consequently, the Group faces the risk that one or more of its employees, agents, intermediaries or consultants may make or receive unauthorised payments given that such persons may not always be subject to its control.
Although the Company has policies and procedures designed to ensure that the Group itself, employees, agents, intermediaries and consultants comply with the UK Bribery Act, the FCPA and other anti-corruption legislation, there is no assurance that such policies or procedures will work effectively all of the time or protect the Group against liability under any such legislation for actions taken by its agents, employees, intermediaries and consultants with respect to its business.
If the Group is not in compliance with the UK Bribery Act, the FCPA or other laws governing the conduct of business with indigenous governments and entities (including local laws), the Group or its Directors may be subject to criminal and civil penalties and other remedial measures.
Furthermore, any remediation measures taken in response to potential or alleged violations of the UK Bribery Act, the FCPA or other anti-corruption or anti-bribery laws, including any necessary changes or enhancements to the Company’s procedures, policies and controls and potential personnel changes and/or disciplinary actions, may result in increased compliance costs.
Any such findings, or any alleged or actual involvement in corrupt practices or other illegal activities by the Group or its commercial partners or anyone with whom it conducts business could damage its reputation and its ability to do business, including by affecting its rights and title to assets or by the loss of key personnel, and together with any increased compliance costs, could adversely affect its business, operations, financial performance, cash flow and future prospects.
52 3. Risks related to the Group Dependence on key personnel and management risks The Group will rely heavily on a small number of key individuals, in particular the Directors, its senior management, senior advisers and consultants, including to develop and maintain important relationships with governmental and regulatory authorities in Africa. The loss of a key individual could have an adverse effect on the future of the Group’s business. The Group’s future success will also depend in large part upon its ability to attract and retain highly skilled personnel. There can be no assurance that the Group will be successful in attracting and retaining such personnel. Although the Company has entered into service agreements and employment contracts with its key personnel to secure their services, the agreements are subject to short notice periods and the Company cannot guarantee retention.
Further, there can be no assurance that the Company will be able to manage effectively the expansion of its operations or that the Group’s current personnel, systems, procedures and controls will be adequate to support the Group’s operations. Any failure of management to manage effectively the Group’s growth and development could have a material adverse effect on the Company’s business, financial condition and result of operations.
The Group’s senior advisers do not have compensation arrangements with the Group and provide advice on an “ad hoc” basis. The loss of any senior adviser or their ability to be available to give ad hoc advice to the Group could have an adverse effect on the future of the Group’s business.
Group’s strategy may not be fulfilled The ability of the Board to implement the Group’s strategy could be adversely affected by changes in the global economy and/or the demand for metals and minerals which it plans to produce. Although the Group has a clearly defined strategy and the Board is optimistic about the Group’s assets and future plans, there can be no guarantee that its objectives or any of them will be achieved on a timely basis or at all. In particular, further projects and/or opportunities may not be available or of the quality or in the number required to satisfy the Group’s requirements and therefore the anticipated development or growth of the Group may not be achieved. The Group’s ability to attract new growth opportunities is also dependent on the maintenance of its reputation.
Prospective investments The Group may expend significant costs on, inter alia, conducting due diligence into potential investment opportunities in further businesses or prospects/projects including, for example, the Group is currently assessing a number of potential licences or companies that may not be successfully completed or result in any acquisition being made.
Risks associated with the need to maintain an effective system of internal controls The Group faces risks frequently encountered by developing companies such as under-capitalisation, cash shortages and limited resources. In particular, its future growth and prospects will depend on its ability to manage growth and to continue to maintain, expand and improve operational, financial and management information systems on a timely basis, whilst at the same time maintaining effective cost controls. Any damage to, failure of or inability to maintain, expand and upgrade effective operational, financial and management information systems and internal controls in line with the Group’s growth could have a material adverse effect on the Group’s business, financial condition and results of operations.
Holding company structure and restrictions on dividends The Company’s operating results and its financial condition are dependent on the trading performance of members of the Group. The Company’s ability to pay dividends will depend on the level of distributions, received from the Company’s subsidiaries. Members of the Group may from time to time be subject to restrictions on their ability to make distributions to the Company, as a result of factors such as restrictive covenants contained within loan agreements, foreign exchange limitations, regulatory, fiscal or other restrictions. There can be no assurance that such restrictions will not have a material adverse effect on the Group’s business, operating results and financial condition.
The Company has not, since the date of its incorporation, declared or paid any dividends on its Ordinary Shares, and does not currently have a policy with respect to the payment of dividends. The Company does
53 not plan to pay cash dividends on its Ordinary Shares for the foreseeable future although this will be reviewed periodically by the Board.
Further funding requirements Although the Board believe the proposed funds to be raised pursuant to the Placing and the Sprott Subscription will be sufficient for at least the 12 months following Admission and to implement the Company’s strategy going forward, the Company may need to raise additional funds in order to fulfil its stated objectives. There is no guarantee that the prevailing market at that time will allow for such a raising or that new investors will be prepared to subscribe for Ordinary Shares at or above the Placing Price. Any additional funding will dilute shareholdings and debt financing, if available, may involve restrictions on financing and operating activities. Failure to obtain additional funding on acceptable terms, or at all, could have a material adverse effect on the financial condition and prospects of the Group.
Changes in taxation legislation may adversely affect the Group This Document has been prepared in accordance with current UK tax legislation, practice and concession and interpretation thereof. Any change in the Group’s tax status or the tax applicable to a holding of Ordinary Shares or in taxation legislation or its interpretation, could affect the value of the investments held by the Group, affect the Group’s ability to provide returns to Shareholders and/or alter the post-tax returns to Shareholders. It should be noted that the information contained in paragraph 10 of Part VI of this Document relating to the taxation of the Group and its investors is based upon current tax law and practice which is subject to legislative change. The taxation of an investment in the Company depends on the individual circumstances of investors.
Estimates in financial statements Preparation of consolidated financial statements will require the Group to use estimates and assumptions. Accounting for estimates will require the Group to use its judgment to determine the amount to be recorded on its financial statements in connection with these estimates. In addition, the carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. If the estimates and assumptions are inaccurate, the Group could be required to write down the value of certain assets. On an ongoing basis, the Group will re-evaluate its estimates and assumptions. However, the actual amounts could differ from those based on estimates and assumptions.
Litigation While the Group currently has no material outstanding litigation, there can be no guarantee that the current or future actions of the Group will not result in litigation since there have been a number of cases where the rights and privileges of natural resource companies have been the subject of litigation and the mining industry, as with all industries, may be subject to legal claims, both with and without merit, from time to time. The Board cannot preclude that such litigation may be brought against the Group in the future. Defence and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, there can be no assurance that the resolution of any particular legal proceeding will not have a material adverse effect on the Group’s financial position, results or operations. The Group’s business may be materially adversely affected if the Group and/or its employees or agents are found not to have met the appropriate standard of care or not exercised their discretion or authority in a prudent or appropriate manner in accordance with accepted standards.
Although it is not considered material, a labour case is pending brought by two ex-employees of Altau Resources Ltd claiming compensation in the amount of Birr 338,226 (equivalent to US$14,584 at a currently prevailing exchange rate) for termination of employment. Altau Resources Ltd is currently appealing the case, the likelihood of which it believes will be ultimately successful.
Potential adverse media coverage The Group’s activities will involve the exploration and, potentially, the exploitation of the mineral and other natural resources within the areas covered by the exploration licences. All necessary environmental consents and approvals have been received from the relevant national and local authorities, however there is a risk that environmental groups may criticise the Group. The Directors hope that conservation groups will take a positive view of the Group’s commitment to sustainable exploitation of any such resources.
54 Mining and natural resource exploitation has historically been associated with significant detriment to the natural environment. The public perception of the Group may be prejudiced by the actions of an unrelated company over which the Group has no influence or control, and the Group’s financial position may be adversely affected as a consequence.
Competition The mining industry is competitive in all of its phases. A number of other exploration and mining companies may seek to establish themselves in countries in which the Group operates and may tender for prospective exploration and mining permits. In addition, other companies may compete with the Group by recruiting and retaining qualified employees, other services, equipment, supplies or contracts, thereby providing competition to the Group. Larger companies, in particular, may have access to greater financial resources, operational experience and technical capabilities than the Group which may give them a competitive advantage in the exploration for and commercial exploitation of attractive properties and the recruitment and retention of qualified employees.
4. Risks related to Ordinary Shares General risks of investing in shares traded on AIM Investment in shares traded on AIM is perceived to involve a higher degree of risk and be less liquid than investment in companies whose shares are listed on the Official List. AIM has been in existence since June 1995 but its future success and liquidity in the market for the Company’s securities cannot be guaranteed. It is possible that an active trading market may not develop and continue upon completion of the Placing. Even if an active trading market develops, the market price for the Ordinary Shares may fall below the Placing Price. As a result of fluctuations in the market price of the Ordinary Shares, investors may not be able to sell their Ordinary Shares at or above the Placing Price, or at all. Investors may therefore realise less than, or lose all of, their investment. In addition, AIM is a less regulated market than the Official List. For example, there are fewer circumstances in which the Company would be required to seek Shareholder approval for transactions and the requirements for disclosure of the financial history of any asset holding companies that are acquired may be lower. Investors may suffer actual or perceived prejudice to the extent the Company takes advantage of the increased flexibility it is allowed through an AIM listing.
Share price volatility The market price of the Ordinary Shares may be subject to wide fluctuations in response to a range of events. Factors that may cause the market price of the Ordinary Shares to vary include, but are not limited to: ● variations in operating and exploration results; ● macro-economic conditions in Africa; ● foreign currency exchange fluctuations relating to the denominations in which the Company conducts business and holds cash reserves; ● market conditions in the industry, the industries of customers and the economy as a whole; ● changes in the market valuation of similar companies; ● trading volume of the Ordinary Shares; ● sales of the Ordinary Shares by the Directors or Shareholders; ● adoption or modification of regulations, policies, procedures or programmes applicable to the Group’s business; and ● the loss of, or lack of interest of, market makers to make a market in the Company’s shares.
In addition, if the stock market in general experiences loss of investor confidence, the trading price of the Ordinary Shares could decline for reasons unrelated to the Group’s business, financial condition or operating results. The trading price of the Ordinary Shares might also decline in reaction to events that affect other companies in the industry, even if these events do not directly affect the Group. Each of these factors, among others, could harm the value of an investment in the Ordinary Shares. In the past, following periods of volatility in the market, securities litigation has often been instituted against companies. Such litigation, if instituted
55 against the Group, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect the business, operating results and financial condition of the Group.
Market perception Market perception of mining and exploration companies may change which could impact on the value of investors’ holdings and impact on the ability of the Company to raise further funds by issue of further shares in the Company.
Future sales of Ordinary Shares could adversely affect the price of the Ordinary Shares The Directors and certain existing shareholders are party to lock-in arrangement and save in certain circumstances, they will not, until 12, 6 or 3 months after Admission, dispose of the legal or beneficial ownership of, or any other interest in, Ordinary Shares held by them at Admission. There can be no assurance that such parties will not effect transactions upon the expiry of the lock-in or any earlier waiver of the provisions of the lock-in. The sale of a significant number of Ordinary Shares in the public market, or the perception that such sales may occur, could materially adversely affect the market price of the Ordinary Shares.
Shareholders not subject to the lock-in arrangements and, following 12, 6 or 3 months after Admission (or earlier in the event of a waiver of the provisions of the lock-in), Shareholders who are otherwise subject to the lock-in arrangements, may sell their Ordinary Shares in the public or private market and the Company may undertake a public or private offering of Ordinary Shares. The Company cannot predict what effect, if any, future sales of Ordinary Shares will have on the market price of the Ordinary Shares. If the Company’s existing shareholders were to sell, or the Company was to issue a substantial number of Ordinary Shares in the public market, the market price of the Ordinary Shares could be materially adversely affected. Sales by the Company’s existing Shareholders could also make it more difficult for the Company to sell equity securities in the future at a time and price that it deems appropriate.
Dilution of shareholders’ interests as a result of additional equity fundraising The Group may decide to raise additional funds in the future to finance, amongst other things, working capital, expansion of the business, new developments relating to existing operations or acquisitions. It is intended to grant options, and the exercise of warrants may take place. If additional funds are raised through the issuance of new equity or equity-linked securities of the Company other than on a pre-emptive basis to existing shareholders, the percentage ownership of the existing shareholders may be reduced. Furthermore, the issue of additional Ordinary Shares may be on more favourable terms than the Placing Shares and Sprott Subscription Shares. In addition, the issue of additional shares by the Company, or the possibility of such issue, may cause the market price of the Ordinary Shares to decline and may make it more difficult for Shareholders to sell Ordinary Shares at a desirable time or price.
56 PART IV
COMPETENT PERSON’S REPORT A COMPETENT PERSON'S REPORT ON THE ASSETS OF ALTUS STRATEGIES PLC
Prepared For ALTUS STRATEGIES PLC, SP ANGEL CORPORATE FINANCE and BEAUFORT SECURITIES LIMITED
Report Prepared by
SRK Consulting (UK) Limited UK7090
name to work with template script in local application 030613
57 SRK Consulting Altus Strategies CPR
COPYRIGHT AND DISCLAIMER Copyright (and any other applicable intellectual property rights) in this document and any accompanying data or models which are created by SRK Consulting (UK) Limited ("SRK") is reserved by SRK and is protected by international copyright and other laws. Copyright in any component parts of this document such as images is owned and reserved by the copyright owner so noted within this document. The use of this document is strictly subject to terms licensed by SRK to the named recipient or recipients of this document or persons to whom SRK has agreed that it may be transferred to (the “Recipients”). Unless otherwise agreed by SRK, this does not grant rights to any third party. This document may not be utilised or relied upon for any purpose other than that for which it is stated within and SRK shall not be liable for any loss or damage caused by such use or reliance. In the event that the Recipient of this document wishes to use the content in support of any purpose beyond or outside that which it is expressly stated or for the raising of any finance from a third party where the document is not being utilised in its full form for this purpose, the Recipient shall, prior to such use, present a draft of any report or document produced by it that may incorporate any of the content of this document to SRK for review so that SRK may ensure that this is presented in a manner which accurately and reasonably reflects any results or conclusions produced by SRK. This document shall only be distributed to any third party in full as provided by SRK and may not be reproduced or circulated in the public domain (in whole or in part) or in any edited, abridged or otherwise amended form unless expressly agreed by SRK. Any other copyright ownerʼs work may not be separated from this document, used or reproduced for any other purpose other than with this document in full as licensed by SRK. In the event that this document is disclosed or distributed to any third party, no such third party shall be entitled to place reliance upon any information, warranties or representations which may be contained within this document and the Recipients of this document shall indemnify SRK against all and any claims, losses and costs which may be incurred by SRK relating to such third parties.
© SRK Consulting (UK) Limited 2017 version: Jan2017
SRK Legal Entity: SRK Consulting (UK) Limited SRK Address: 5th Floor Churchill House 17 Churchill Way Cardiff, CF10 2HH Wales, United Kingdom. Date: July, 2017 Project Number: UK7090 SRK Project Director: Tim Lucks Principal Consultant SRK Project Manager: Martin Pittuck Corporate Consultant Client Legal Entity: Altus Strategies Client Address: The Orchard Centre 14 Station Road Didcot Oxfordshire United Kingdom OX11 7LL.
U7090 AS CPR Report_v23.docx July, 2017
58 SRK Consulting Altus Strategies CPR – Table of Contents Executive Summary
Table of Contents: Executive Summary
1 EXECUTIVE SUMMARY ...... I 1.1 Background...... i 1.2 Republic of Cameroon ...... ii 1.3 Federal Democratic Republic of Ethiopia ...... iii 1.4 Kingdom of Morocco...... iii 1.5 Republic of Liberia ...... iv 1.6 Development Strategy ...... iv 1.7 SRK Comments ...... v
U7090 AS CPR Report_v23.docx July, 2017
59 SRK Consulting (UK) Limited 5th Floor Churchill House 17 Churchill Way City and County of Cardiff CF10 2HH, Wales United Kingdom E-mail: [email protected] URL: www.srk.co.uk Tel: + 44 (0) 2920 348 150 Fax: + 44 (0) 2920 348 199
The Directors, Altus Strategies plc, Orchard Centre, 14 Station Road, Didcot, Oxfordshire, OX11 7LL
The Partners, SP Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, London, W1S 2PP
The Directors Beaufort Securities Limited, 63 St Mary Axe, London, EC3A 8AA
A COMPETENT PERSON'S REPORT ON THE ASSETS OF ALTUS STRATEGIES PLC
1 EXECUTIVE SUMMARY 1.1 Background
SRK Consulting (UK) Limited (“SRK”) has been requested by Altus Strategies plc (hereinafter also referred to as “Altus”, “Altus Strategies”, the “Company”, the “Group” or the “Client”) and its advisor to prepare a Competent Persons Report (“CPR”) on the exploration assets of the Company which are located in Cameroon, Morocco, Ethiopia and Liberia. The CPR will be included in the Companyʼs Admission Document in support of its proposed listing on the Alternative Investment Market (“AIM”), part of the London Stock Exchange. The CPR has been prepared in accordance with the AIM Rules for Companies dated July 2016 and the Guidance Note for Mining, Oil and Gas Companies dated June 2009.
Altus operates a ʻproject generatorʼ business model designed to create value by cost-efficiently discovering mineral deposits prior to establishing partnerships to advance exploration and development work. Altus is diversified across several assets, jurisdictions and commodities.
The Company seeks to provide the optionality associated with investing in multiple junior exploration assets with the shared cost advantage of a single strong management team with the necessary expertise and track record to capitalise on exploration opportunities.
Registered Address: 21 Gold Tops, City and County of Newport, NP20 4PG, Group Offices: Africa Wales, United Kingdom. Asia SRK Consulting (UK) Limited Reg No 01575403 (England and Wales) Australia Page 1 of 114 Europe North America South America
60 SRK Consulting Altus Strategies CPR –Executive Summary
1.2 Republic of Cameroon
Altus holds three assets in Cameroon; the Laboum Gold Project (“Laboum”), the Bikoula Iron Ore Project (“Bikoula”), and the Birsok-Mandoum Bauxite Project (“Birsok”).
Laboum
The 99% owned Laboum exploration licence was initially granted in June 2011 and was last renewed in March 2017 for a period of two years with an area of 189 km2.
Geologically, the licence is within a relatively unexplored crustal scale shear zone which provides the potential for a gold discovery. Gold has been panned in stream sediments and there are some artisanal workings on the property. Soil sampling has identified three significant gold prospects, namely; Tapare (7 km long), Kalardje (2.5 km long) and Landou (3.75 km long), and at least three further zones worthy of follow up assessment. Ground magnetic geophysics has been completed over a total area of 11.4 km2 which covers all three of these and this has identified features within the shear zone such as fold hinges, en-echelon structures, and dilational jogs that may control the presence of gold mineralisation. Work is ongoing to understand the importance of these.
Recent geological mapping has identified some zones of quartz veining, occasionally with visible sulphide minerals mapped as being up to 25 m wide with strike lengths in excess of 100 m.
After raising funds, for the first 18 month period, Altus expects to spend some GBP275,000 on exploration at Laboum. Should a JV partner be brought into the project, then this work programme is likely to be accelerated.
Bikoula
The 97.3% owned Bikoula Project comprises the contiguous Bikoula and Ndjele licences. The Bikoula exploration licence was granted in June 2011 and renewed in March 2017 for an additional two years, with an area of 200 km2. The Ndjele exploration licence was granted in March 2015 and is valid for a period of three years from the initial grant date also with an area of 200 km2.
The project is in southern Cameroon which has a relatively well-developed infrastructure. Iron mineralisation is extensive at surface comprising a colluvial blanket of weathered Banded Iron Formation (“BIF”) clasts above supergene and fresh BIF. The colluvial blanket extends downslope from the BIF ridge.
An independent, JORC 2012 compliant, Mineral Resource Estimate (MRE) was completed on the project by Coffey Mining, South Africa (Pty) Ltd in 2014. The MRE is based on 3,889 m of drilling across 48 drill holes. The Inferred Mineral Resource report comprises 46Mt @ 44% Fe and has been defined from less than 25% of the 17 km long Libi Hills target.
After raising funds, for the first 18 month period, Altus expects to spend some GBP145,000 to continue exploration on the project. Should a JV partner be brought into the project, the work programmes are likely to be accelerated.
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Birsok
The 97.3% owned Birsok Project comprises the Birsok and Mandoum licences and is subject to a bauxite focused exploration JV agreement with ASX-listed Canyon Resources Ltd (“Canyon Resources”). To date, Canyon Resources have invested USD822,601 (AUD1,155,610) in the project.
The project is in central Cameroon, adjacent to the relatively advanced Minim Martap bauxite deposit. An operating rail line from Ngaoundere to the port of Douala passes within 10 km of the project area.
Some 404 RC drillholes for 4,406 m have been completed at the project and whilst the results indicate the presence of bauxite on numerous plateaux, the significance of the results has yet to be assessed.
Canyon Resources is in discussions with the Government of Cameroon regarding developing bauxite operations in the central Cameroon, including the possibility of securing additional permits in close proximity to the existing Birsok Project.
1.3 Federal Democratic Republic of Ethiopia
The Tigray-Afar Project comprises Tigray-Afar and adjacent Negash licence. In September 2014, Altus signed a Memorandum of Agreement with Japan Oil Gas and Metals Corporation (“JOGMEC”) to enter into a copper focused partnership on the project. To date, JOGMEC has invested USD3,047,424 in the project and has the option to acquire a 55.92% interest in the project.
Altus considers the mineralisation to comprise a manto style hydrothermal deposit, with the mineralisation forming in lenses, pipes or veins distal to an igneous intrusion. Drilling to date has identified multiple pods of mineralisation at the Slater prospect and significant widths of low grade mineralisation at the Agamat in a shear zone.
JOGMEC has advised that they will decide on the next programme of work to be completed on the project and the corresponding budget in July 2017. Should JOGMEC elect not to continue with the venture at any time, then Altus will review the exploration results and, if justified, adjust its global budget to allow work to continue on the project.
1.4 Kingdom of Morocco
Altus holds six assets in Morocco which are prospective for base and precious metals. The 59.7 km2 Agdz Cu-Ag Project is the most advanced.
The 100% owned Agdz Project comprises four contiguous licences granted in May 2014 for three years. A request to renew the licences for a further four years from May 2017 has been submitted in accordance with the mining law; this is expected to be granted in due course.
The project is located in the Saghro Massif which hosts a number of operating mines, notably the Bouskour Cu-Ag mine, operated by Managem which is 14 km NE of the Agdz Project. The mineralisation at the project is typical of the epithermal-type deposit model where multiple, sub- parallel mineralised structures exist in relatively close proximity.
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Five prospects have been defined at the project based on rock chip sampling (the best of which returned grades of up to 8% Cu, 448 g/t Ag, and 3.74 g/t Au). The best rock chip samples from hydrothermal manganese workings have returned rock chip grades over 10% Mn.
A total of 300 m of trenching has been completed in 13 trenches across two of the five prospects. Results include 14.12 m at 0.65% Cu and 36.54 g/t Ag; and 13.7 m at 0.36% Cu and 13.26 g/t Ag.
After raising funds, for the first 18 month period, Altus expects to spend some GBP205,000 on exploration at the project. Should a JV partner be brought into the project, the work is likely to be accelerated.
Other assets in Morocco include: the Tamatert Project located in the High Atlas Mountains, where rock chip sampling has returned grades of up to 9.61 g/t Au; the Ment Project in the Anti- Alas, 20 km south of Kasbah Resourcesʼ Achmmach Sn project, where rock chip sampling has returned grades the best of which are 8.15% Pb and 153 g/t Ag; the Ouarzazate Project located in the Anti-Atlas, which is considered prospective for Cu mineralisation; the Oulmes Project located in the Anti-Atlas, 33 km south of the Achmmach Sn project, where rock chip samples returned tungsten highlights of 0.21% W and 0.13 % W; the Takzim Project in the Anti-Atlas, 6.5 km east of the historic Bir n Hass Cu mine, where rock chip sampling has returned grades the best of which are 9.18% Cu and 4.48% Zn.
1.5 Republic of Liberia
Altus owns 99% of the Bella Yella project, an exploration licence located in western Liberia. A number of artisanal gold workings have been identified from which rock chip assay results returned grades the best of which are 233 g/t Au, 229 g/t Au and 35.6 g/t Au. Soil sampling undertaken in 2006 and 2007 by African Aura Resources Limited, delineated a 1.4 km NE-SW striking gold-in-soil anomaly, coincident with the best rock chip samples grades of up to 5.35 g/t Au, and a 7.5 km NE-SW striking gold in soil anomaly, coincident with rock chips results grading up to 25.27 g/t Au.
1.6 Development Strategy
After raising funds, for the first 18 month period, Altus has budgeted to spend approximately GBP995,000 on managing and undertaking exploration at all assets which are not under JV. The intention is to exceed spending commitments to keep licences in good standing and to cost effectively build on exploration results to achieve the next exploration milestones for each project. Altus will fund work themselves and will strive to find funding partners to accelerate exploration programmes where possible. The budget also allows for initial work programmes at a number of new assets in Ethiopia and Ivory Coast for which licence approvals are awaited.
Budgets for Birsok and Tigray-Afar are currently under discussion with its project partners Canyon Resources and JOGMEC, respectively. Altus is prepared to accept dilution by not contributing funds to these, unless JV arrangements end in which case sufficient funds will be expended to keep the licences in good standing and cost effectively build on exploration results achieved to date.
The exploration budget will be funded by the proceeds from the Initial Public Offering (“IPO”). The balance of funds raised at the IPO will be used for working capital, new business development and subject to the amount raised at IPO to accelerating exploration at the Companyʼs existing non JV projects.
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1.7 SRK Comments
General Comments
In undertaking this CPR, SRK visited the Laboum, Birsok, Tigray-Afar and Agdz projects. Altus provided written summaries of the assets which SRK has relied on and modified to some extent in discussion with the Altus management team. SRK has not authored any Mineral Resource estimates as part of this commission.
Altus works in remote locations in countries which are relatively prone to political upheaval and where it is essential to maintain good community relationships.
Mineral exploration often results in no discovery even with an experienced and well-funded team.
Altus has relatively small exploration budgets until partners are brought in without whom it may be difficult to complete sufficient work to result in a significant discovery or to generate a significant target.
Altus will continue to try to find strategic partners and improve the chances of success; however, there is no guarantee that such parties can be found or that mutually agreeable terms can be negotiated in a meaningful timeframe.
Notwithstanding the above, SRK considers the planned exploration expenditures in the Companyʼs budget are justified by the potential of the assets which are commented upon in turn below.
Laboum
SRK considers the Laboum project to be in a geologically favourable position. In order to improve understanding of the mineralised system and generate more trenching targets, further structural geology work is required to better interpret the mineralising system.
Currently, there are no laboratory assays for any trench samples so there has been no quantification of mineralisation found to date, therefore there is a risk that in time the gold grades will be found to be lower than hoped.
Birsok
The Birsok project is in a favourable location for bauxite both geologically and infrastructurally. Exploration has advanced to a drilling stage and several drillholes reportedly intersected reasonable bauxite grades over 5 to 10 m, but it is too early to establish the size and grade of continuous bodies as required for Mineral Resource estimation. Any estimate based on current drilling is likely to be much smaller than Minim Martap in SRKʼs opinion. It will also be important to establish whether or not the Birsok bauxite mineralogy is favourable for conventional processing.
The Birsok exploration licence has been under application for renewal for nearly two years, similar delays have been experienced by Altus in their previous successful applications so it is unclear if this poses a risk to Altus continuing development of the project.
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Bikoula
A modest Mineral Resource has been estimated at the Libi Hills and Lombo areas and SRK considers it reasonable to assume that more colluvial material and supergene BIF will be found south of the currently drilled area associated with magnetic anomalies resulting from recent exploration work. The grade and its tonnes per strike kilometre are lower than at Nkout (on the adjacent property to the southeast) which implies Bikoula is likely to be smaller and less able to support a standalone mining operation.
In SRKʼs view, the value at Bikoula is only likely to be unlocked if neighbouring projects such as Nkout go into production and accept incremental feed from Bikoula. Despite being well placed infrastructurally, the probability and timing of Nkout going into production are not known.
Tigray
The exploration results collected to date suggest there is an extensive copper-silver mineralised system present on this licence which warrants more exploration work. Drilling results in two main target areas have been inconsistent which may present a challenge to cost effective development of Mineral Resources.
Agdz
Malachite outcrops in many areas of the project which suggests potential for a large mineralised system in structurally controlled corridors probably similar to the mineralisation at the near-by Bouskour mine.
In SRKʼs opinion, it makes sense to continue trenching at Agdz with a view to confirming continuity of mineralised structures and working towards identifying drilling targets.
At the time of writing, the Agdz exploration licence was under application for renewal. It is unclear whether or not this may pose a risk to Altus continuing to develop this project.
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Table of Contents
1 INTRODUCTION ...... 1 1.1 Background...... 1 1.2 Verification, Validation and Reliance ...... 1 1.3 Limitations, Reliance, Declaration, Consent and Copyright ...... 2 Limitations ...... 2 Reliance on Information ...... 2 Declarations...... 2 Consent and Copyright...... 3 1.4 Statement of Qualification...... 3 1.5 Report Format...... 4 2 ALTUS STRATEGIES PLC...... 4 2.1 Company Description ...... 4 2.2 Group Structure ...... 4 2.3 Company Approach to Frontier Exploration ...... 7 3 REPUBLIC OF CAMEROON ...... 9 3.1 Introduction ...... 9 Location, Access and Infrastructure...... 9 Physiography, Climate and Environment ...... 10 Politics ...... 11 Economy...... 11 Security...... 11 Mining Industry in Cameroon ...... 11 Environmental Regulations ...... 13 Labour Legislation ...... 14 Taxation...... 14 3.2 Laboum Au Project ...... 14 Mineral Title ...... 14 Licence Access and Infrastructure ...... 15 Regional Geology...... 15 Local Geology...... 16 Mineralisation ...... 17 Deposit Model...... 18 Exploration Results...... 18 Summary of Exploration Expenditure to Date ...... 23 Development Strategy and Exploration Programme...... 23 SRK Comments...... 24 3.3 Bikoula Iron Ore Project...... 25 Mineral Title ...... 25 Licence Access and Infrastructure ...... 26
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Local Geology...... 26 Mineralisation ...... 27 Deposit Model...... 28 Exploration Results...... 29 Summary of Exploration Expenditure to date...... 35 Development Strategy and Exploration Programme...... 36 SRK Comments...... 36 3.4 Birsok Bauxite Project...... 37 Mineral Title ...... 37 Location, Access and Infrastructure...... 37 Geological Setting ...... 38 Mineralisation and Deposit Model ...... 38 Exploration and Results ...... 38 Summary of Exploration Expenditure to date...... 39 Development Strategy and Exploration Programme...... 40 SRK Comments...... 40 4 FEDERAL DEMOCRATIC REPUBLIC OF ETHIOPIA...... 41 4.1 Introduction ...... 41 Location, Access and Infrastructure...... 41 Physiography, Climate and Environment ...... 42 Politics ...... 42 Economy...... 42 Security...... 42 Mining Industry ...... 42 Environmental Regulations ...... 44 Labour Legislation ...... 44 Taxation...... 44 4.2 Tigray-Afar Cu-Ag Project...... 44 Mineral Title ...... 44 Licence Access and Infrastructure ...... 46 Regional Geology...... 47 Local Geology...... 48 Mineralisation ...... 48 Deposit Model...... 50 Exploration Results...... 50 Summary of Exploration Expenditure to Date ...... 56 Development Strategy and Exploration Programme...... 57 SRK Comments...... 57 5 KINGDOM OF MOROCCO...... 58 5.1 Introduction ...... 58
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Location, Access and Infrastructure...... 58 Physiography, Climate and Environment ...... 59 Politics ...... 60 Economy...... 60 Security...... 60 Mining Industry ...... 60 Environmental Regulations ...... 61 Labour Legislation ...... 61 Taxation...... 62 5.2 Agdz Cu-Ag Project ...... 63 Mineral Title ...... 63 Licence Access and Infrastructure ...... 64 Regional Geology...... 64 Local Geology...... 66 Mineralisation ...... 67 Deposit Model...... 68 Exploration Results...... 69 Summary of Exploration Expenditure to Date ...... 74 Development Strategy and Exploration Programme...... 74 SRK Comments...... 75 5.3 Tamatert Au-Cu Project ...... 76 Introduction...... 76 Geological Setting ...... 76 Exploration and Results ...... 76 5.4 Ment Pb-Ag-Sn-W Project ...... 76 Introduction...... 76 Geological Setting ...... 76 Exploration and Results ...... 77 5.5 Oulmes W-Sn Project ...... 77 Introduction...... 77 Geological Setting ...... 77 Exploration and Results ...... 77 5.6 Takzim Cu-Zn Project ...... 77 Introduction...... 77 Geological Setting ...... 77 Exploration and Results ...... 78 5.7 Ouarzazate Cu-Ag Project...... 78 Introduction...... 78 Geological Setting ...... 78 Exploration and Results ...... 78
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6 REPUBLIC OF LIBERIA ...... 78 6.1 Introduction ...... 78 Location, Access and Infrastructure...... 78 Physiography, Climate and Environment ...... 80 Politics ...... 80 Economy...... 80 Security...... 80 Mining Industry ...... 81 Environmental Regulations ...... 82 Labour Legislation ...... 82 Taxation...... 82 6.2 Bella Yella Au Project ...... 83 Introduction...... 83 Location, Access and Infrastructure...... 83 Permitting ...... 83 Geological Setting ...... 83 Exploration and Results ...... 83 Future Development...... 84 6.3 SRK Comments ...... 84 7 NON-CORE ASSETS ...... 84 7.1 Development Strategy and Exploration Programme ...... 84 8 CONCLUSIONS AND RECOMMENDATIONS ...... 85 8.1 Exploration Budget ...... 85 8.2 SRK Comments ...... 86 Laboum Au project ...... 87 Bikoula iron ore project...... 87 Birsok bauxite project ...... 87 Tigray-Afar Cu-Ag project...... 88 Agdz Cu-Ag project ...... 88 Other Assets...... 89 8.3 Concluding Remarks ...... 89 9 REFERENCES ...... 90
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List of Tables Table 1-1: SRK Project Team...... 3 Table 2-1: Summary of the Companyʼs Exploration Licences...... 6 Table 3-1: Summary of mineral licence conditions in Cameroon ...... 13 Table 3-2: Boundary coordinates of the renewed Laboum tenement (UTM 33N WGS84)...... 14 Table 3-3 Trench location data of exploratory trenches excavated within the Laboum licence area ...... 21 Table 3-4: Intersections of visible gold from panned concentrate from trenches excavated at the Laboum licence ...... 21 Table 3-5: Altus 18 Month Exploration Budget ...... 24 Table 3-6: 2017 Bikoula licence boundary coordinates (UTM Zone 33N WGS1984)...... 25 Table 3-7: The 2015 Ndjele licence boundary coordinates (UTM Zone 33N WGS1984) ...... 26 Table 3-8 Libi Hills bulk sample pit locations with corresponding drillhole...... 32 Table 3-9: Summary of colluvial pitting locations and logging from the Libi Hills prospect...... 33 Table 3-10: Bikoula Mineral Resource, Coffey Mining, (March 2014)...... 35 Table 3-11: Bikoula Mineral Resource (attributable to Altus) ...... 35 Table 3-12: Bikoula Project 18 Month Exploration budget ...... 36 Table 4-1: Summary of mineral licence conditions in Ethiopia...... 43 Table 4-2: Boundary coordinates for the Tigray-Afar licence (in UTM Zone 37N Adindan projection)...... 45 Table 4-3: Boundary coordinates for the Negash licence (in UTM Zone 37N Adindan projection) ...... 45 Table 4-4: Channel results...... 54 Table 4-5: Drillhole intersections, Tigray-Afar project ...... 55 Table 5-1: Summary of mineral licence conditions in Morocco ...... 62 Table 5-2: Agdz project, beacon locations (UTM Zone 29N WGS84)...... 63 Table 5-3: Trench locations and excavation method used for exploratory trenches excavated with the Agdz project area ...... 73 Table 5-4: Significant assay results from a total of 5 trenches submitted for assay ...... 73 Table 5-5: Agdz 18 Month Exploration Budget...... 75 Table 6-1: Summary of mineral licence conditions in Liberia...... 82 Table 7-1: 18 Month Exploration budget, other assets...... 85 Table 8-1: Summary Altus Strategies 18 month exploration budget...... 86
List of Figures Figure 2-1: Project ownership structure...... 5 Figure 2-2: Altus company activities and approach...... 8 Figure 2-3: Location of Altus assets and commodity grouping...... 9 Figure 3-1: Location of Altus assets in Cameroon and major infrastructure routes ...... 10 Figure 3-2: Laboum Project boundary and local geology ...... 15 Figure 3-3: Geological Map of Cameroon, Department Mines and Geology 1979 ...... 16 Figure 3-4: A - Weathered quartz fragment bearing visible gold. B - Visible gold from panned trench sample ...... 17 Figure 3-5: Results of pan concentrate sampling over the Laboum Project...... 19 Figure 3-6: Geochemical soil anomalies and significant rock chip assay location in the Laboum licence ...... 20 Figure 3-7: Landou, Kalardje, and Tapare prospects ground magnetic survey coverage and follow up geophysical survey areas...... 22 Figure 3-8: Detailed structural interpretation of ground magnetics data over the Landou prospect ...... 23 Figure 3-9: Bikoula Project geology...... 27 Figure 3-10: Predominantly coarsely banded magnetite BIF blocks from near surface within the colluvial iron blanket ...... 28 Figure 3-11: Schematic cross section of geology and mineralisation associated with the Bikoula licence ...... 29 Figure 3-12: Regional airborne magnetic map with 2012 Altus airborne magnetic data collected over priority target areas...... 30 Figure 3-13: Libi Hills drillhole location plan ...... 31 Figure 3-14: Libi Hills Mineral Resource model...... 34
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Figure 3-15: Birsok and Mandoum drilled plateaux ...... 39 Figure 4-1: Location of Altus assets in Ethiopia and major infrastructure routes ...... 41 Figure 4-2: Tigray-Afar and re-applied Negash Licence outline ...... 46 Figure 4-3: Regional Geology of Northern Ethiopia...... 48 Figure 4-4: A - Malachite and native copper in a vesicular lava. B - Chalcopyrite in drill core from the Slater prospect ...... 49 Figure 4-5: Gossan rock chip containing visible gold from the Tigray-Afar Project...... 49 Figure 4-6: Schematic Manto deposit model ...... 50 Figure 4-7: A - Italian Pit copper working, Slater Zone. B - Adits located in the south of the Tigray- Afar licence...... 51 Figure 4-8: Slater prospect ground magnetics (analytical signal) and Phase 1 drillholes...... 53 Figure 4-9: Italian Pit Zone Section, Slater Prospect...... 55 Figure 4-10: Agamat drill hole plan...... 56 Figure 5-1: Location of Altus assets and major infrastructure routes in Morocco ...... 59 Figure 5-2: Agdz project licence locations ...... 64 Figure 5-3: Regional geology, Agdz licence ...... 65 Figure 5-4: Local geology, Agdz licence...... 66 Figure 5-5: Regional mines of the Saghro Massif...... 67 Figure 5-6.: A - Malachite coating clasts in metaconglomerate outcrop. B - Malachite and chrysocolla coating fracture and disseminated in andesite...... 68 Figure 5-7: A - Disseminated and tarnished chalcopyrite in silicified metavolcaniclastic. B - Chalcopyrite and pyrite disseminated in dolerite...... 68 Figure 5-8: Deposit continuum model, (modified from Mumin et al., 2007)...... 69 Figure 5-9: A - Site of artisanal copper workings within the Agdz licence. B - Larger stope at the same site ...... 70 Figure 5-10: Priority targets defined at the Makarn Prospect showing grab sample results and ground magnetics...... 70 Figure 5-11: Amzwaro and Makarn prospects geological mapping, NW Agdz Project...... 71 Figure 5-12: Agdz ground magnetic data with trenching results ...... 72 Figure 6-1: Location of Bella Yella project and major infrastructure routes...... 79
GLOSSARY, ABBREVIATIONS, UNITS...... I
List of Technical Appendices A LABORATORY, ASSAY METHODS AND QAQC ...... A-1
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71 SRK Consulting (UK) Limited 5th Floor Churchill House 17 Churchill Way City and County of Cardiff CF10 2HH, Wales United Kingdom E-mail: [email protected] URL: www.srk.co.uk Tel: + 44 (0) 2920 348 150 Fax: + 44 (0) 2920 348 199
A COMPETENT PERSON'S REPORT ON THE ASSETS OF ALTUS STRATEGIES PLC
1 INTRODUCTION 1.1 Background
SRK Consulting (UK) Limited (“SRK”) has been requested by Altus Strategies plc (hereinafter also referred to as “Altus”, “Altus Strategies”, the “Company”, the “Group” or the “Client”) to prepare a Competent Persons Report (“CPR”) on the active Mineral Assets of the Company comprising:
x Laboum gold project, Cameroon (“Laboum”);
x Bikoula and Ndjele iron project, Cameroon (“Bikoula”);
x Tigray-Afar and Negash copper silver project, Ethiopia (“Tigray-Afar”);
x Agdz copper silver project, Morocco (“Agdz”);
x Birsok and Mandoum bauxite project, Cameroon (“Birsok”);
x Bella Yella gold project, Liberia (“Bella Yella”);
x Tamatert gold copper project, Morocco (“Tamatert”);
x Ment lead, silver, tin and tungsten project, Morocco (“Ment”);
x Oulmes tin, tungsten project, Morocco (“Oulmes”);
x Takzim zinc copper project, Morocco (“Takzim”); and
x Ouarzazate copper silver project, Morocco (“Ouarzazate”).
In undertaking this CPR, Martin Pittuck, a full time Corporate Consultant with SRK, visited the Laboum, Birsok, Tigray-Afar and Agdz projects.
The CPR is to be used in support of a listing on the Alternative Investment Market (“AIM”), part of the London Stock Exchange.
1.2 Verification, Validation and Reliance
This CPR is dependent upon technical, financial and legal input from the Company. Notably, the technical information as provided to, and taken in good faith by SRK, has not been independently verified by means of re-sampling or re-calculation.
In undertaking this CPR, SRK visited the Laboum, Birsok, Tigray-Afar and Agdz projects and conducted a review and assessment of exploration results based upon which future exploration plans and budgets have been determined.
Registered Address: 21 Gold Tops, City and County of Newport, NP20 4PG, Group Offices: Africa Wales, United Kingdom. Asia SRK Consulting (UK) Limited Reg No 01575403 (England and Wales) Australia Page 1 of 114 Europe North America South America
72 SRK Consulting Altus Strategies CPR –Main Report
Altus provided written summaries of the assets which SRK has relied on and modified to some extent in discussion with the Altus management team. SRK has not authored or re-reported any Mineral Resource estimates as part of this commission.
1.3 Limitations, Reliance, Declaration, Consent and Copyright
Limitations
The Company has agreed that, to the extent permitted by law, it will indemnify SRK and its employees and officers in respect of any liability suffered or incurred as a result of or in connection with the preparation of this report albeit that this indemnity will not apply in respect of any material negligence, wilful misconduct or breach of law. The Company has also agreed to indemnify SRK and its employees and officers for time incurred and any costs in relation to any inquiry or proceeding initiated by any person except to the extent SRK or its employees and officers have been materially negligent or acted with wilful misconduct or in breach of law in which case SRK shall bear such costs.
The Company has confirmed in writing to SRK that to its knowledge the information provided by the Company was complete and not incorrect or misleading in any material aspect. SRK has no reason to believe that any material facts have been withheld and the Company has confirmed to SRK that it believes it has provided all material information.
The achievability of the budgets and forecasts presented here are neither warranted nor guaranteed by SRK. The forecasts as presented and discussed herein have been proposed by the Companyʼs management and adjusted where appropriate by SRK to reflect its opinion but cannot be assured.
Reliance on Information
SRKʼs opinions given in this document are effective at 06 June, 2017 and are based on information provided by the Company throughout the course of SRKʼs investigations, which in turn reflects various technical-economic conditions prevailing at the date of this report and the companyʼs expectations regarding the relevant metal markets, metal prices and currency exchange rates as at the date of this report. These can change significantly over relatively short periods of time.
Declarations
SRK will receive a fee for the preparation of this CPR in accordance with normal professional consulting practice. This fee is not contingent on the outcome of any transaction and SRK will receive no other benefit for the preparation of this report. SRK does not have any pecuniary or other interests that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion in relation to the Companyʼs exploration projects and Mineral Resources.
SRK does not have, at the date of this report, and has not ever had, any shareholding in or other relationship with the Company or the Project and consequently considers itself to be independent of the Company.
SRK is not aware of any material change in the Companyʼs assets that would require disclosure in this report.
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Consent and Copyright
SRK consents to the issuing of this report in the form and context in which it is to be included in the preliminary and final prospectuses for an international offering of securities of the Company.
Neither the whole nor any part of this report nor any reference thereto may be included in any other document without the prior written consent of SRK regarding the form and context in which it appears.
Copyright of all text and other matters in this document, including the manner of presentation, is the exclusive property of SRK. It is a criminal offence to publish this document or any part of the document under a different cover, or to reproduce and/or use, without written consent, any technical procedure and/or technique contained in this document. The intellectual property reflected in the contents resides with SRK and shall not be used for any activity that does not involve SRK, without the written consent of SRK.
1.4 Statement of Qualification
SRK is part of an international group (the SRK Group), which comprises some 1,400 professional staff offering expertise in a wide range of resource and engineering disciplines. The SRK Groupʼs independence is ensured by the fact that it holds no equity in any project. This permits the SRK Group to provide its clients with conflict-free and objective recommendations on crucial judgment issues. The SRK Group has a demonstrated track record in undertaking independent assessments of resources and reserves, project evaluations and audits, CPR and independent feasibility studies on behalf of exploration and mining companies and financial institutions worldwide. The SRK Group has also worked with a large number of major international mining companies and their projects, providing mining industry consultancy service inputs.
This CPR has been prepared by a team of consultants sourced from the SRK Groupʼs office in the UK over a four month period. These consultants are specialists in the fields of exploration geology and Mineral Resource estimation and reporting.
The individuals listed in Table 1-1 have reviewed and partially authored the material input to this CPR, they have extensive experience in the mining industry and are members in good standing of appropriate professional institutions.
Table 1-1: SRK Project Team Name Position Responsibility
Project Manager/Technical Review/Geology & Martin Pittuck Corporate Consultant Resources
Daniel Marsh Exploration Geophysicist Technical Review
The Competent Person who has supervised the production of this CPR is Mr Martin Pittuck, C.Eng, MIMMM, FGS who is a mining geologist with over 20 yearsʼ experience in the exploration and mining industry and has been responsible for the reporting of Mineral Resources and Ore Reserves on various properties internationally during the past 15 years.
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1.5 Report Format
The CPR is intended to provide comprehensive insight on the material aspects of the Company and its assets sufficient to inform an investment decision; full technical details are not presented in this report; these are available from the Company if required.
2 ALTUS STRATEGIES PLC 2.1 Company Description
Altus Strategies was founded in 2007 and is led by David Netherway (Chairman), Steven Poulton (Chief Executive) and Matthew Grainger (Executive Director). The core of the Altus team has worked together for over ten years and has an entrepreneurial track record in value creation for shareholders, together and as individuals. Their collective sector experience is in mineral exploration, mine engineering, venture capital and asset management.
To date, Altus has been primarily funded through periodic capital raisings with specialist institutions, the Companyʼs management and private investors, several of whom have notable track records in the natural resources sector. Since incorporation in 2007, Altus has raised approximately GBP4.75 million in cash and since 2014 a further GBP2.72 million has been expended by joint venture partners on the Companyʼs several mineral exploration licences.
SRK understands that some of the directors of the Company have current interests in the Companyʼs assets through their shareholding in the Company (David Netherway (9.56%), Steven Poulton (23.71%), Matthew Grainger (8.66%) and Robert Milroy (0.26%). SRK is not aware of any interest held by the Companyʼs advisors. SRK and specifically Martin Pittuck, the Competent Person, have no shareholding in the Company.
2.2 Group Structure
Active parts of the Group structure are shown in Figure 2-1. Altus Strategies plc is a UK- incorporated company, which sits above Altus Exploration Management Ltd another UK- incorporated company which in turn sits above several UK-incorporated subsidiaries, established so as to segregate the Group along commodity and / or geographical lines; these companies and the Altus core projects comprise:
x 100% owned Altau Resources Ltd (“Altau”) focussed on copper in Ethiopia (core project: Tigray-Afar);
x 97.3% owned Aluvance Ltd (“Aluvance”) focussed on iron in Cameroon (core project: Bikoula);
x 97.3% owned Alures Ltd (“Alures”) focussed on bauxite in Cameroon into which the Birsok- Mandoum project will be transferred;
x 99% owned Auramin Ltd (“Auramin”) focussed on gold in Liberia and Cameroon (core project: Laboum); and
x 100% owned Aterian Resources Ltd (“Aterian”) focussed on copper-gold-silver in Morocco (core project: Agdz).
A series of Seychelles-based intermediary holding companies sits beneath the UK companies to further the legal segregation of the Groupʼs projects which ensures that each project is ready to enter into agreements with and/or receive investment from partners without impacting on other parts of the Group.
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SRK notes that the transfer of Birsok and Mandoum bauxite licences from Aluvance to Alures is ongoing; that only active subsidiary companies are shown Figure 2-1 and discussed in this CPR; and that where subsidiaries are not 100% owned by the Group, the dilutable remainder is held by a local partner.
A summary of active exploration licences is provided in Table 2-1. The Birsok, Negash, Bella Yella and Agdz licences are currently under renewal in accordance with the respective mining codes.
It is normal for licence renewal to take some time whilst ministry officials review data and undertake visits to site; the Company has been through the same process many times and in its experience the renewed licence is granted eventually. Once renewal is granted, the time period for the next term starts. This means that if the licence is kept in good standing then an exploration company will be able to conduct work for a number of years equal to the original total licence term; any renewal delays will push back the licence expiry date by the same amount of time. Hence in Table 2-1, the licence expiry date given is the earliest date according to the remaining term which had been added either to the last renewal grant date or, for renewals currently pending, to the current date.
Figure 2-1: Project ownership structure
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Table 2-1: Summary of the Companyʼs Exploration Licences Date Date last Asset Licence Licence Term commencing at last renewal Final Renewal Area Country Interest Licence Number Minerals * Originally licence Comments Name Holder Status (yr) Expiry Date** (Sq.km) Granted issued Ends Au, PGMs, geophysics Second Laboum Cameroon Valnord SA 99.0% Exploration 243 BMs, Dia, 20/06/2011 12/03/2019 3 + 2 + 2 + 2 12/03/2021 189 and Renewal Fe, Bx, U trenching MRE on Au, PGMs, Second part of Bikoula Cameroon Aucam SA 97.3% Exploration 244 BMs, Dia, 20/06/2011 12/03/2019 3 + 2 + 2 + 2 12/03/2021 200 Renewal magnetic Fe, Bx, U anomaly Au, PGMs, Initial Ndjele Cameroon Aucam SA 97.3% Exploration 372 BMs, Dia, 31/03/2015 30/03/2018 3 + 2 + 2 + 2 30/03/2024 200 early stage Period Fe, Bx, U drilling Exploration Au, PGMs, First funded by Birsok Cameroon Aucam SA 97.3% under 198 BMs, Dia, 19/03/2010 03/12/2016‡ 3 + 2 + 2 + 2 06/06/2021 484 Renewal JV partner, renewal Fe, Bx, U no MRE Au, PGMs, Second Mandoum Cameroon Aucam SA 97.3% Exploration 174 BMs, Dia, 22/04/2009 02/03/2019 3 + 2 + 2 + 2 02/03/2019 117 early stage Renewal Fe, Bx, U drilling Altau Gold & Fourth funded by Tigray-Afar Ethiopia Resources 100% Exploration MOM\EL|227|2010 related 27/01/2011 26/01/2018 3 + 1 + 1 + 1 + 1 + 1 + 1 + 1 26/01/2021 322 Renewal JV partner, Limited minerals no MRE Aluvance Exploration Gold & Initial 77 Negash Ethiopia Ltd 97.3% under MOM\EL\663\2011 related 20/03/2014 19/03/2017‡ 3 + 1 + 1 + 1 + 1 + 1 + 1 + 1 06/06/2024 135 early stage Period (Ethiopia) renewal minerals Azru Exploration geophysics 2340499, 2340500, Metallic Initial Agdz Morocco Resources 100% under 20/05/2014 19/05/2017‡ 3 + 4 06/06/2021 60 and 2340501, 2340502 elements Period SARL.AU renewal trenching Azru 1838575, 1838576, Metallic Initial Tamatert Morocco Resources 100% Exploration 1838577, 1838684, 10/07/2015 08/07/2018 3 + 4 09/07/2022 68 early stage elements Period SARL.AU 1838685 Af 213089, 213090, Metallic Initial Ment Morocco Resources 100% Exploration 11/08/2015 10/08/2018 3 + 4 10/08/2022 40 early stage 213091 elements Period SARL.AU Af Metallic Initial Oulmes Morocco Resources 100% Exploration 2138092 11/08/2015 10/08/2018 3 + 4 10/08/2022 16 early stage elements Period SARL.AU Adrar 1838572, 1838573, Metallic Initial Takzim Morocco Resources 100% Exploration 10/07/2015 09/07/2018 3 + 4 09/07/2022 63 early stage 1838574, 1838688 elements Period SARL.AU Aza 2341016, 2341017, Metalic Initial Ouarzazate Morocco Minerals 100% Exploration 29/07/2015 28/07/2018 3 + 4 28/07/2022 39 early stage 2341018 elements Period SARL.AU Mineral Exploration Gold, Dia Exploration Initial Bella Yella Liberia 99.0% under MEL 11108 and base 04/11/2013 03/11/2016‡ 3 + 2 + 2 06/06/2021 640 early stage Services Period renewal metals Limited * PGM is platinum group metals, BM is base metals, Dia is diamonds, Bx is bauxite ‡ A application for the renewal of the exploration licence has been made, Altus continues to operate and maintain the licence whilst the grant is pending ** The earliest final expiry date calculated by adding the remaining term to the last renewal date or to the current date where renewals are pending
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2.3 Company Approach to Frontier Exploration
Altus identifies prospective regions to explore in then identifies geological targets based on the systematic analysis of remote sensing data sets. If sufficient targets are generated, Altus then establishes a logistical base and technical team which can secure mineral exploration licences and undertake prospecting work.
Altus then considers the potential for economic mineralisation to occur. Where this is interpreted to be negligible, a licence will be dispassionately relinquished to save time and money. Licences which are maintained are then advanced to the next stages of exploration and Altus seeks to attract joint venture partners to fund the work. If required, Altus provides technical and management support to the joint venture programmes. In the last few years, for every GBP1.00 a shareholder has invested in Altus the Company has attracted approximately GBP0.50 from a partner to fund exploration at the project level.
The strategy generates optionality on the one hand by having exposure to multiple discovery opportunities with the efficiency of one strong management team on the other hand.
Highlights of the Altus approach are the ability to:
x create value through discoveries that may result from multiple simultaneous exploration projects;
x run multiple cost effective exploration teams with a common technical approach;
x minimise dilution of the Companyʼs share capital by securing funding at the project level;
x farm-out most of the capital at risk on each project;
x maintain value creation upside by retaining co-funding rights;
x grow the project portfolio by undertaking further JVs;
x spread the technical, commodity, sovereign and management risks;
x prioritise the growth of net asset value per share, versus net asset value by acting as first movers in new geographical areasw and bringing projects to well-funded partners;
x generate income through JV payments and asset sales; and
x align the interests of the Companyʼs management with those of its shareholders.
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Figure 2-2: Altus company activities and approach
Altus is not dependent on any one asset, nor is it overly exposed to any one jurisdiction or the price volatility of any one commodity which means the management team can be dispassionate and commercially disciplined when allocating shareholderʼs capital.
The multiple asset – single management team structure means a larger proportion of expenditure goes towards managing and funding exploration activities than would be the case with a group of traditional junior exploration companies which between them offered similar project upside exposure.
The mining sector is exemplified by cyclical swings. Altus expects the commodity market to become cyclically undersupplied and that the demand and value of new discoveries will rise as the mid-caps and majors compete to replenish their resources.
Altus has good collective geographical, geological and operational expertise in its management and advisory team and is able to focus efforts in Africa where there has been a lack of exploration using modern techniques compared to many other parts of the world which means economic mineral deposits can still be discovered close to surface. Altus believes that in these cases there is an opportunity to make discoveries without recourse to expensive deep exploration and so shareholder capital can potentially generate more value and at greater speed than is typical in many other parts of the world.
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Figure 2-3: Location of Altus assets and commodity grouping
3 REPUBLIC OF CAMEROON 3.1 Introduction
Altus holds three core assets in the Republic of Cameroon (“Cameroon”), the Laboum Gold Project (“Laboum”), the Bikoula and Ndjele Iron Ore Project (“Bikoula”) and the Birsok and Mandoum Bauxite Project (“Birsok”).
Location, Access and Infrastructure
Cameroon is located on the Atlantic coast of central Africa bordering the nations of Nigeria, Chad, Central African Republic, Equatorial Guinea, Gabon and Republic of the Congo (Figure 3-1). The country is situated just north of the equator, between latitudes of 1 and 13 N and longitudes of 8 and 17 E, covers an approximate area of 475,000 km2 and is inhabited by an estimated 23.3 million people.
The capital Yaoundé has the Nsimalen International airport which provides international flights to Paris, Brussels, Addis Ababa, Istanbul, and Casablanca, as well as domestic flights to such cities as Garoua, Ngaoundere, and Douala. A public railway line traverses the centre of Cameroon connecting Ngaoundere towards the northeast through to the Atlantic port of Douala, via the capital, and onto Kumba and Nkongsamba and is operated by Bolloré Africa Logistics.
Well-maintained paved national highways connect major cities, whilst laterite roads and tracks are common between smaller settlements. Over half of the current population has access to electricity, with over 75% of this generated by renewable energy sources (World Bank, 2016).
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Figure 3-1: Location of Altus assets in Cameroon and major infrastructure routes
Physiography, Climate and Environment
Cameroonʼs climate ranges from tropical rainforest (Bikoula Project), to savannah (Laboum Project). Coastal regions may receive over 10,000 mm of rain annually, whilst the climate becomes more arid further north in to the savannah region. The rainy season is between May and September, and the warmest months are March through May.
Topographically, the coastal region is low-lying and generally flat, rising inland to form the South Cameroon Plateau which has an average elevation of 650 m. The countryʼs vegetation gradually transforms from dense equatorial rainforest in the southwest through to tropical savannah becoming semi-arid further northeast.
Cameroon is endowed with significant natural resources, including oil and gas, timber, minerals, coffee, cotton, and cocoa.
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Politics
Cameroon is a semi-presidential republic, whereby the Prime Minister is the head of government and is appointed by the President. Cameroonʼs ruling party is the Cameroon Peopleʼs Democratic Party, which is led by its President Paul Biya, who has presided since 1982. The next presidential elections are scheduled for 2018. The multi-party system was introduced in 1990, and the lower house of Parliament holds most of the legislative power. The 180 members of the National Assembly are elected on a constituency system for five year terms. The upper house of Parliament consists of the 100 members of the Senate who were most recently elected in 2013; it would provide a back-up in event of the death or disability of the head of state.
The northwest and southwest regions of the country tend to be Anglophone, whilst the east of the country is more Francophone. Cameroon was a German protectorate from 1875 and following World War One it was split between France and Britain, hence the divide in languages. French Cameroon became independent in 1960, and British Cameroon in 1961 whereupon the two halves merged, forming a Federal Republic.
Economy
GDP growth in 2016 is estimated to have been 5.6% in Cameroon, which is 0.2% below its 2015 level, but greater than the 3% average for sub-Saharan Africa (World Bank data). The slight drop in growth is attributed to falling oil production and oil prices; however, the government has ambitious infrastructure plans and aims to boost agriculture and forestry sectors. The implementation of such programmes is helping to maintain strong growth in the public works and construction and services sectors.
Security
Cameroon has been peaceful for many decades. In the Far North region, there are potential security risks in the border region with Nigeria and near Lake Chad. Altus licences are relatively far from these areas.
Mining Industry in Cameroon
The agency responsible for the oversight of the mineral resource sector is the Institute for Geological and Mining Research (“IRGM”) which is part of the Ministry of Industry, Mines and Technological Development (“MINMIDT”). A new Mining Code was adopted in 2001, which was subsequently amended in 2010 and 2016.
Mining currently accounts for less than 1% of Cameroonʼs GDP, and the MINMIDT website states that only 40% of the country has been explored. Approximately 160 exploration permits have been issued since 2013, but fewer than 10 of these title holders are thought to be actively carrying out exploration and development activities.
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Mining and Exploration Companies
Cameroon is prospective for bauxite (the Minim Martap deposit, adjacent to the Altus Birsok and Mandoum licences) and iron ore (Ntem and Nkout deposits, discovered by Afferro and now owned by International Mining & Infrastructure Corporation, and the Mbalam project owned by Sundance). Cobalt, nickel and manganese have been discovered at Lomie, as well as rutile in Akonolinga. Artisanal diamonds are mined along the border with the Central African Republic. Historically, gold has been produced by artisanal miners in the eastern and northern regions of Cameroon. Avesoro Resources holds the Batouri gold project in eastern Cameroon; the project is at the maiden resource definition drilling phase and is the only significant primary gold deposit that has been discovered in Cameroon to date because of the lack of modern exploration for gold.
Permitting
Exploration and mining activities in Cameroon are governed by the provisions of the Mining Code, Law No. 2016 /017 of 14 December 2016. The Mining Code stipulates three progressive licence types through which companies can undertake exploration and mining activities as follows and described in Table 3-1 :
Prospecting licence (non-exclusive).
Exploration licence.
Mining licence.
All Altus licences are currently Exploration licences.
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Table 3-1: Summary of mineral licence conditions in Cameroon Licence Prospecting Exploration Mining Application Fees 500,000 CFA (Fixed Fee) 4,000 CFA (USD7) /km2 (USD815) First Renewal Fee 1,000,000 CFA (Fixed 3,000 CFA Fee) (USD1,630) (USD5/km2) / km2 Second Renewal Fee N/A 4 000 CFA (USD7) /km2. Annual Maintenance Fee N/A Yr 1: 5,000 CFA (USD8.1) 50,000 CFA (USD81) /km2 /km2/Yr Yr 2: 6,000 CFA (USD9.8) /km2 Yr 3: 7,000 CFA (USD11.4) /km2 Yr 4: 14,000 CFA (USD22.8) /km2 Yr 5: 15,000 CFA (USD24.4) /km2 Yr 6: 30,000 CFA (USD48.9) /km2 Yr 7: 31,000 CFA (USD50.5) /km2 Yr 8: 62,000 CFA (USD101.0) /km2 Yr 9 63,000 CFA (USD102.7) /km2 Minimum Annual None 3,000 CFA (USD4.9) /km2 None Expenditure Min Size None None None Max size 10,000 km2 500 km2 According to the deposit defined in feasibility study Reporting requirements Annual, Semester 1 and Annual, Semester 1 and Annual, Monthly Semester 2 Semester 2 Initial term 1 year 3 years 25 years Renewals 1 x1 year 2 x 2 year (a further 2 year Negotiable, 10 years period is available subject to showing sufficient progress in advancing the projects) Area Relinquished Upon None 50% None Renewal Notes In addition, maps and attestations from the national institute of cartography have to be procured at ~350 000CFA depending upon the size. Minimum five-year tax free holiday, maximum 25% tax rate and 5% dividends tax (case study Sundance Resources Ltd). FX Rate – Average March 2017 : 1 USD: 613.6 CFA
Environmental Regulations
Environmental obligations are set out by the ministry responsible for the environment (ʻMINEPDEDʼ) and the provisions of Decree No 2013/0171/PM of 14 February 2013. These provisions set out how the environmental impact of projects in Cameroon should be assessed. An ʻEnvironmental Impact Assessmentʼ report (ʻEIAʼ) is required to present the main aspects of exploration or mining projects and the subsequent impacts on the environment and local populations. Submission to and approval by the MINEPDED is required prior to commencement of mining activities. Exploration on the Laboum project is at an early stage following a maiden drilling programme, a brief EIA may be required specifically detailing baseline conditions.
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Labour Legislation
The Cameroon Labour Code, Law N° 92/007 of 17 August 1992 governs labour regulations. Beside the Labour Code, there are several other laws, decrees and Ministerial Orders that govern relationships between employees and employers in Cameroon. The Civil Code and the Civil Procedure Code also find application in employment contract. The law recognises the right of workers and employers without distinction thereby favouring foreign investment in Cameroon, and, as such, does not pose any significant risk to foreign companies operating in Cameroon.
Taxation
Common tax liabilities that are applicable to companies operating in the Cameroon include:
x Corporate income tax (“CIT”) of 33%;
x Value added tax (“VAT”) of 19.25%;
x Government carried interest of 10% (on grant of mining permit);
x Mining royalties; o 5.0% for precious metals;
o 5.0% for base metals;
o 8.0% for precious stones;
o 5.0% for industrial minerals.
(Source: http://taxsummaries.pwc.com/uk/taxsummaries/wwts.nsf/ID/Cameroon-Corporate- Taxes-on-corporate-income)
3.2 Laboum Au Project
Mineral Title
The Laboum exploration licence is registered as permit number 243 with MINMIDT, and was initially granted on 20 June 2011 for an area of 761.9 km2. The licence was then renewed on the 5 November 2014, with the area reduced to 382.0 km2. A subsequent request for renewal was approved on 13 March 2017 for a period of two years with the area reduced to 189.0 km2. The Laboum licence is 100% held by Valnord SA, which in turn is held by Auramin, a 99% owned subsidiary of the Company. The boundary coordinates can be seen in Table 3-2 and a map is given in Figure 3-2.
Table 3-2: Boundary coordinates of the renewed Laboum tenement (UTM 33N WGS84) Beacon X, m Y, m A 409,249.01 939,612.51 B 429,412.86 956,602.79 C 434,771.29 950,748.67 D 413,473.55 934,784.47
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Figure 3-2: Laboum Project boundary and local geology
Licence Access and Infrastructure
The licence is located in the countryʼs Nord region which has a reasonable standard of infrastructure. The climate is hot and dry, with a rainy season which results in savannah type vegetation on flat plains with sparsely forested areas.
Internal flights are available between Yaoundé and a domestic airport at Garoua which is some 120 km northwest of the licence, by paved and laterite roads.
Mobile telephone and internet reception is fairly reliable along major paved roads.
Regional Geology
Cameroon hosts two major groups of Precambrian rocks: the northern extension of the Archaean Congo Craton underlying the south and central regions of the country and the Neoproterozoic Pan-African Mobile Belt underlying the central and northern regions (Toteu et al., 2001). These Neoproterozoic units are separated by the Tertiary-recent volcanic rocks of the Cameroon Volcanic Line (Figure 3-3).
The structurally complex Central African Fold Belt of northern Cameroon, (or North Equatorial Fold Belt) is dominated by a significant Pan-African shear zone, known as the Central African Shear Zone (“CASZ”). The Central African Fold Belt can be subdivided into three major domains which contain:
Palaeoproterozoic basement gneiss; metamorphic complexes.
Meso-Neoproterozoic volcanosedimentary basins and schist belts.
Later granitoids and ortho-gneisses derived from Pan-African orogenesis.
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Figure 3-3: Geological Map of Cameroon, Department Mines and Geology 1979
Local Geology
Lithology
1:500,000 scale regional mapping was undertaken by Leroy and Cirotteau (1962) covering an area centred on the Laboum licence.
The Laboum licence is located over the Tchollire-Banyo shear zone, a crustal scale strike slip shear (Figure 3-2) which cuts Neoproterozoic metavolcanic, metasedimentary and intrusive units. The basement comprises quartzite, schists, pelites, greywackes, arkosic arenites, turbidites and metavolcanics which represent a Neoproterozoic arc type environment (Tchameni et al. 2013). Subsequently, there was transpressional deformation and emplacement of mafic-intermediate intrusives, tonalite, porphyrytic granodiorite and granite. Regionally, these lithologies are metamorphosed from greenschist to amphibolite facies.
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These are overlain by Cretaceous sediments that bound the basement exposed at Laboum to the NW and SE, interpreted by Tchameni et al. (2013) to be rift valley deposits.
Structure
The Tchollire-Banyo shear is a NE-SW orientated, crustal scale splay off of the CASZ that runs northeastwards into the Pala area of Chad and southwestwards becomes part of the Trans- Braziliano/Trans-Saharan lineament which hosts the 9.0 Moz Paracatu gold mine in Brazil.
Regionally, quartz veining generally trends N-S, NNE-SSW or NW-SE and is interpreted by Tchameni et al. (2013) as extensional shear fractures related to regional NE-SW sinistral strike- slip shearing along the Tcholliure-Banyo shear zone. Within the Laboum project area, the shear zone is 26.5 km long by up to 5 km wide; shearing is commonly seen in outcrops of metasediment and metavolcanics with several generations of folded and cross-cutting quartz veins. Mylonites have been identified from field mapping, conducted by the Bureau de Recherches Geologiques et Minieres (“BRGM”) in 1987, towards the NW edge of the shear corridor.
Mineralisation
Gold mineralisation in the Laboum licence is hosted in both hard rock and alluvial material (Figure 3-4). Visible gold has been found in panned material from workings exploiting a gold bearing gravel layer overlaying the basement metasediments and less commonly in typically weathered, in situ quartz veins. Panning of stream sediments and trench material by Altus geologists has also revealed visible gold at a number of localities in addition to the areas being worked by artisanal miners.
Sulphides, commonly pyrite and chalcopyrite, have been identified in quartz veins and disseminated in adjacent wall rocks, notably sheared metavolcanics.
A B
Figure 3-4: A - Weathered quartz fragment bearing visible gold. B - Visible gold from panned trench sample
Mineralisation within the Laboum licence is associated with a number of alteration types including carbonate, iron, sericite, sulphides and silica +/- chlorite.
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Silicification is seen as en-echelon veining, discrete veins, stockwork veins and pervasive flooding of milky, smoky, rose and translucent quartz often forming topographic ridges and knolls. Carbonate spotting in phyllites occurs in discrete alteration zones over tens of metres. Iron alteration is present as pink haematite discolouration which commonly affects phyllites. Iron sulphides notably pyrite, (also chalcopyrite and arsenopyrite), are present as fine crystals in quartz veins, where at surface they are obviously weathered and oxidised, and within sheared metasediments. Sericite alteration is developed only locally within zones of higher strain within the shear zone.
Along strike from the Tchollire-Banyo shear zone, in the Pala region of Chad, native gold mineralisation is known to be associated with quartz veins and zones of silicification, in metasediments, metavolcanics and syn- to post-orogenic intrusives in shear zones (Tchameni et al. 2013).
Deposit Model
The geological setting of the Laboum licence provides the potential for shear zone related gold mineralisation, where hydrothermal fluids exploit a shear zone and its 2nd and 3rd order splay structures.
Characteristic features of the mineralisation at the project and regionally, based on studies by Tchameni et al. (2013) and Penaye et al. (2006) include:
x Gold mineralisation located along major shear zone corridors related to strike-slip extensional tectonics.
x Gold in sheared, altered metasediments and metavolcanics which may host sulphides but which may not be associated with quartz veining.
x Gold mineralisation in quartz veins which may host sulphides, these can be oblique, perpendicular and sub-parallel to the main shear zone orientation.
x Quartz filled fractures hosting gold which are commonly found in extensional features such as tension gashes, fold hinges and shear zone kinks.
x Native gold grains in quartz tensions gashes and veins.
x Gold mineralisation closely associated with silicification.
Exploration Results
Historic Exploration
Little modern exploration has been undertaken over the Laboum licence area. Previous exploration was undertaken regionally by the BRGM in the 1990s, which included mapping and drainage, soil, termite mound and rock sampling, to identify a number of prospective areas for gold.
Prior to Altusʼ involvement in the project, some soil sampling was completed in 2007 by African Aura Resources which covered the NE of the Laboum licence at the Kalardje prospect (100 m x 50 m) and the current Landou prospect (400 m x 100 m). This defined a 1 km long gold in soil anomaly coincident with the Tchollire-Banyo shear zone.
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Recent Exploration
A number of artisanal gold workings have been identified to date including some which are currently active. These exploit alluvial deposits of gravel located across the main shear corridor. One hard rock working has been discovered in the Landou prospect.
Aerial Photo Interpretation
In 2012 Altus commissioned Mappa Mundi Remote Sensing and GIS to undertake an aerial photo-geological and structural interpretation of the Laboum licence area to aid structural and geological understanding for targeting purposes. The programme successfully identified structures within the Tchollire-Banyo shear zone, basement lithological boundaries and intrusive bodies.
Stream Sediment Sampling
During 2013, 153 stream sediment panned concentrates were collected from a 17 km length of the Tchollire-Banyo shear zone. All samples were collected from active drainage and were panned and visually assessed for alluvial gold content. 34 sample sites returned visible gold from panned concentrate, confirming the validity historic stream sediment data. Notably positive results are limited to the northeastern two thirds of the permit area, (Figure 3-5).
The geochemical laboratory assay methods and QAQC procedures employed by Altus in all sampling programmes is summarised in Technical Appendix A.
Figure 3-5: Results of pan concentrate sampling over the Laboum Project
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Grab Samples
To date 60 rock chip samples have been collected from the Laboum licence by Altus. Outcrop is not abundant and is typically confined to topographic highs and drainage channels.
Anomalous gold is present typically in altered, notably silicified, and iron stained metasediments and metavolcanics. Fine sulphides or evidence of sulphides, such as cubic pseudomorphs, are commonly present in grab samples the best of which have returned gold grades of up to 6.85 g/t Au.
Soil Samples
One soil sampling programme has been completed to date by Altus covering parts in the NE of the licence area based on panned concentrate gold showings and the historic soil sampling data. Each soil sample was taken from the base of a 30 cm pit with 2 kg of material taken. Larger rock clasts and organic matter were removed before weighing and the soil horizon was noted. All sample sites and samples were photographed. Samples were collected over a 100 m spacing along 400 m spaced lines and analysed using a bulk leach extractable gold (“BLEG”) method at the ALS Minerals laboratory in Loughrea, Ireland.
1,449 soil samples were assayed and the results increased the anomalies at Kalardje and Landou prospects to 2.5 km and 3.75 km respectively and added five further target areas, including the priority Tapare prospect with an anomalous strike of 7 km (Figure 3-6).
At the Effective Date of this report, a second infill soil sampling programme was underway, focussed on the Tapare and Landou prospects. It involves the planned collection of 4,226 samples taken at 50 m spacing along 100 m spaced lines; results from this are expected to be returned in mid to late 2017.
Figure 3-6: Geochemical soil anomalies and significant rock chip assay location in the Laboum licence
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Trenching
Six exploratory trenches have been excavated by Altus across the Landou prospect and four across the Kalardje prospect orientated perpendicular to the NE-SW trending shear and soil anomaly orientation. In total 2,450 m of trenching was completed to a bedrock depth of between 1 m and 1.5 m; however, no samples have yet been assayed as the Company has prioritised the completion of the region soil programme.
The samples were taken from the base of the side wall of each trench which typically consisted of weathered subcrop material. Panning of these samples revealed visible gold (up to 3 mm) in three trenches, two in the Kalardje prospect, and one in the Landou prospect. The mineralisation is associated with altered and weathered schist and greywacke. Trench locations are listed in Table 3-3 and visible gold intersections are summarised in Table 3-4. These results are highlights and do not present all results from all trenches.
Table 3-3 Trench location data of exploratory trenches excavated within the Laboum licence area Length Trench ID Start X Start Y End X End Y Azimuth Status (m) LB_TR_01 425,930 948,978 425,753 949,155 315 258.30 Logged LB_TR_02 426,197 949,272 426,048 949,421 315 210.72 Logged LB_TR_03 429,853 953,684 429,516 954,018 315 474.47 Logged LB_TR_04 426,035 949,155 425,894 949,296 315 199.40 Logged LB_TR_05 428,974 953,431 428,936 953,467 315 52.35 Logged LB_TR_06 429,820 954,282 429,608 954,492 315 298.40 Logged LB_TR_07 428,670 952,884 428,587 952,983 315 129.18 Logged LB_TR_08 425,560 948,779 425,417 948,925 315 204.36 Logged LB_TR_09 428,504 953,335 428,335 953,502 315 237.59 Logged LB_TR_10 430,730 954,146 430,436 954,408 315 394.80 Logged
Table 3-4: Intersections of visible gold from panned concentrate from trenches excavated at the Laboum licence Trench ID Prospect From (m) To (m) VG Intersection (m) Comment LB_TR_02 Kalardje 55 58 3 Visible gold observed 114 118 4 Visible gold observed LB_TR_04 Kalardje 46 47 1 Visible gold observed LB_TR_10 Landou 312 313 1 Zone of artisanal hard rock working between 327 328 1 312 m and 327 m
Ground Magnetics
One phase of ground magnetics aimed at delineating structures within the main shear zone that may be controlling gold mineralisation has been completed over a total of 11.4 km2 covering portions of the Landou, Kalardje, and Tapare prospects. Lines were orientated NW with 50 m spacing using a GEM Systems Overhauser magnetometer. Work was undertaken by Altus geologists with technical oversight and data processing undertaken by Terratec Geophysical Services, Germany.
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Results identified ENE, E, SE, and N trending anomalies oblique to the main shear zone. Possible fold hinges and en-echelon structures within the shear corridor have been interpreted by Altus as structures that may favour mineralisation. A second phase of ground magnetics is underway at the time of reporting and is expected to be completed by July 2017. The second phase is targeting extensions to the three known prospects and following up on new targets identified during the soil sampling programme. Results and follow up target areas are shown in Figure 3-7 and Figure 3-8.
Figure 3-7: Landou, Kalardje, and Tapare prospects ground magnetic survey coverage and follow up geophysical survey areas
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Figure 3-8: Detailed structural interpretation of ground magnetics data over the Landou prospect
Summary of Exploration Expenditure to Date
Since the Laboum licence was granted in June 2011, Altus has reportedly expended a total of GBP249,190 on the project (GBP217,466 in Cameroon, GBP31,724 in the UK). The exploration expenditure excludes any of the sustaining costs of Altus, but includes Altus UK staffing costs where they have specifically been seconded to the Laboum project area for any length of time. Altus provides the MINMIDT with an annual update of its exploration expenditure and twice a year host MINMIDT officials at the Laboum project.
Development Strategy and Exploration Programme
In Q4 2016, Altus commenced an infill soil sampling programme and a further 33.5 km2 ground magnetic survey across priority prospects. The fieldwork elements of both work programmes are expected to be completed in July 2017; this will then be followed by assaying of soil samples, processing of geophysics data and synthesis of this new data with the existing data and targets.
After raising funds, for the first 18 month period, Altus expects to spend some GBP275,000 on exploration at the Laboum project as presented in Table 3-5. This is sufficient to cover the soil sample assaying and geophysics data processing mentioned above. Should a JV partner be brought into the project, as per the Altus corporate strategy, then the work programme would be accelerated starting with a trenching and channel sampling programme on a number of existing targets; however the cost of this work is not in the Altus budget presented here.
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Table 3-5: Altus 18 Month Exploration Budget Laboum Project 18 Month Expenditure GBP UK incurred costs allocated to projects Geological staff (head office) 101,644 Subtotal 101,644 Exploration Expenditure DIRM - Data Image, Report, Map - Reconnaissance, prospecting and soil samples 19,335 Trenching, Pitting - Drilling - Geophysics 15,000 Assays Including shipment 57,016 Consultants 3,650 Infrastructure - Licence, Permit fees 8,000 Office costs (sub-total) 4,550 Corporate costs (sub-total) 4,000 Overseas board costs (sub-total) 4,500 Salaries - drivers and admin 7,500 Salaries - geologists, field technicians 28,500 Staff - other costs 6,500 Travel (sub-total) 9,000 Equipment 5,000 Subtotal 172,551
Total exploration expenditure 274,195
SRK Comments
During a visit to the Laboum project on 2 and 3 March 2017, SRK was able to observe the terrain, some of the outcropping geology, and some of the artisanal workings, and was able to walk along most of the trenches in the Landou and Kalardje prospect areas.
SRKʼs observations substantiate the nature of the host rocks in the area as reported by Altus and earlier authors. Whilst gold was not observed in the trenches, it is clear that one or two quartz veining events are present with associated sulphide alteration of the host schists. One set of centimetre-scale veins is moderate to flat dipping, cross cutting the tight upright folds in the host rock, whilst other veins follow the host rock folds and are ptygmatically folded or boudinaged themselves.
The trenches completed by Altus allow observation of the style of mineralisation and the soil sampling, panned trench samples and artisanal workings are clear indications that gold mineralisation is present. Soil sampling results further suggest that mineralised trends run NE- SW parallel to the regional shear structures which can be observed on satellite images. The historical and more recent Altus stream sediment sampling results show that gold is present in the northeastern two thirds, but consistently absent in samples from the southwestern third of the licence; this maybe of significance in terms of the extent of the mineralising system assuming field practices in these areas were the same.
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Overall, SRK considers the Laboum project to be in a geologically favourable position and the work completed to date has been useful in establishing the presence of mineralisation and a framework within which to advance gold exploration. SRK agrees with the Altus proposal to continue extending the areas covered by ground magnetic survey, not only to extend coverage of areas with attractive looking structure and soil anomalies, but also to continue the more detailed mapping.
In order to improve understanding of the mineralised system and generate more trenching targets, further work is required to better interpret the macro trends of mineralised vein sets, the relationship of these with host rock lithologies and structures and the relationship between mineralisation and magnetic anomalies.
Currently, there are no trench sample laboratory assays to give a feel for in situ gold grades. SRK has recommended resampling using diagonal channels along selected lengths of trenches where gold was successfully found by panning and continuing this approach in future when trenching to infill current areas and to cover new areas. In SRKʼs opinion, this exercise will need to be completed before firm drilling targets are established.
3.3 Bikoula Iron Ore Project
Mineral Title
The Bikoula Project comprises two licences, the Bikoula licence and the Ndjele licence. Both licences are held by Aucam SA, a wholly owned subsidiary of Aluvance, which is a 97.3% subsidiary of Altus.
On 20 June 2011, the Company was granted Bikoula Exploration Permit Number 244 by the Cameroonian MINMIDT. The licence was successfully renewed for a two-year period on 4 December 2014, covering an area of 400 km2. A further renewal application was approved on 13 March 2017 for an additional two years (Table 3-6), with the area reduced to 200 km2.
On 31 March 2015, Aucam, was granted Exploration Permit Number 372 by the Cameroonian MINMIDT, known as the Ndjele exploration licence (Table 3-7). The licence is valid for a period of three years from the initial grant date with an area of 200 km2.
Table 3-6: 2017 Bikoula licence boundary coordinates (UTM Zone 33N WGS1984) Beacon X, m Y, m A 204,315.47 304,056.74 B 209,490.20 304,054.19 C 209,464.63 299,411.03 D 235,256.93 299,420.57 E 235,257.50 297,649.43 F 236,269.56 297,653.49 G 236,267.37 293,571.45 H 229,565.38 293,553.46 I 229,537.15 296,321.90 J 217,955.63 296,368.71 K 217,955.07 294,282.77 L 197,500.11 294,305.94
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Table 3-7: The 2015 Ndjele licence boundary coordinates (UTM Zone 33N WGS1984) Beacon X, m Y, m A 206,360.68 306,940.45 B 199,774.81 297,549.54 C 179,892.77 313,310.59 D 178,124.52 318,184.69 E 180,906.44 318,177.66 F 181,569.11 316,183.90 G 186,348.51 313,958.72 H 188,242.04 314,728.78 I 196,686.27 309,507.56 J 203,139.25 309,271.41
Licence Access and Infrastructure
The Bikoula Project is located within the South region of Cameroon which has a relatively well- developed infrastructure. The climate is hot, wet and humid throughout the year permitting the growth of dense tropical rainforests and the development of thick lateritic soils. Geomorphologically, the region has undulating hills, ranging from 250 – 1000 m above sea level (“amsl”), which with multiple river systems, some of which flood seasonally creating localised swamps.
Internal flights are available from Yaoundé to the domestic airport at Ebolowa approximately 100 km west of the project. The N9 main road from Yaounde to Sangmélima is paved, almost all the way to the project site. The laterite road from Sangmélima to the project site is currently being upgraded with a paved surface improving access to the project. A railway line that has been proposed to support the Mbalam and Nkout iron ore projects to the south and east, will pass within 30 km of the Bikoula Project.
Sangmélima is an important regional hub offering international standard hotels, food markets, and various healthcare, mechanical and logistical services.
Mobile and internet reception on the licence is intermittent with the most reliable coverage found within towns and along main roads.
The regional geology is as described in Section 3.2.3
Local Geology
Lithology
The Bikoula Project is located within the Ntem Unit of the Archaean Ntem Complex.
The Ntem Unit contains an ʻintrusive seriesʼ comprising tonalite-granodiorite; a ʻbanded seriesʼ comprising deformed granulitic gneisses; and discontinuous greenstone belts hosting Banded Iron Formations (”BIF” or “itabirites”) (Teutsong et al., 2017).
The greenstone belts are typically disrupted by faulting and shearing, and contain BIF, sillimanite-bearing paragneisses, garnet-bearing amphibolites and pyroxenites which are all affected by granulite facies metamorphism (Tchameni et al., 2010). The licence boundaries and local geology are shown in Figure 3-9.
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The Bikoula Project metasediments were originally an interbedded sequence of exhalative chemical sediments and clastic units; these are weathered near surface (Figure 3-9) grading into primary BIF at depth.
Figure 3-9: Bikoula Project geology
Structure
The BIF within the Bikoula Project occurs in a roughly NW-SE direction, dipping between 50 and 80 to the SW and NE. The licence is cut by a number of E-W and NE-SW trending faults (Teutsong et al., 2016).
Mineralisation
Colluvial iron mineralisation comprises a blanket of mostly unconsolidated weathered supergene BIF clasts with depleted levels of silica and grains of oxidised magnetite within soil. Occasional iron-rich clasts re-cemented with fine-grained iron minerals, termed “canga”, is present in drill core (Figure 3-10). Within near surface mineralisation, magnetite is partly oxidised to haematite, typically retaining some degree of magnetism.
Weathered and underlying fresh BIF is intersected extensively in core and is sometimes present in outcrop or under the colluvial blanket.
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Figure 3-10: Predominantly coarsely banded magnetite BIF blocks from near surface within the colluvial iron blanket
Deposit Model
Precambrian BIF are generally accepted as having formed when iron rich hydrothermal fluids produced sea water which was rich in soluble iron. Bacterial oxidation then formed magnetite which precipitated out of the oceans forming laminations on the seafloor (Konhauser et al., 2002). Silica derived from continental erosion formed chert and shale interbedded laminations between the iron rich layers (Melnik, 1982).
Subsequent metamorphism folded, thickened and recrystallised the primary BIF with resultant coarser crystal development (Paul, 2013).
More recently, near surface parts of the BIF have been subjected to tropical weathering which acted to dissolve and remove some silica and to oxidise magnetite to haematite (Beukes et al., 2008). This weathering process upgrades the iron content of the near surface BIF, forming a “high grade cap”, particularly on elevated ridges.
The four mineralised domains are described below and shown in a schematic cross section in Figure 3-11.
x Fresh BIF composed of finely laminated to coarsely banded beds of haematite and magnetite interbebbed with silica rich layers. The average grade for this domain is 34% Fe.
x Oxide BIF the oxide domain sits at the transition zone between weathered and unweathered material, dominated by magnetite BIF with some hematite. Typically, this domain has higher grade iron mineralisation than the Fresh BIF. The average grade for this domain is 39% Fe.
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x Supergene this domain sites near to the surface and due to supergene enrichment process has a typical grade of 53% Fe.
x Colluvium this domain typically consists of unconsolidated supergene material in a laterite matrix, with average grades of 43% Fe.
Figure 3-11: Schematic cross section of geology and mineralisation associated with the Bikoula licence
Exploration Results
Historic Exploration and Results
No systematic mineral exploration work was undertaken over the Bikoula licence prior to its acquisition by Altus. A regional geological mapping programme undertaken by the BRGM in the 1970s identified BIF occurrences and the major lithological units of the Ntem complex; and a regional airborne magnetic survey defined a magnetic anomaly coincident with the Bikoula BIF.
Recent Exploration and Results
To date, Altus exploration activities have focussed mainly on historically mapped occurrences of BIF and regional magnetic anomalies. Prospecting of these areas has led Altus to prioritise the Libi Hills, Ndou and Nkout North prospects (Figure 3-12). The majority of the work programmes focused on the Libi Hills where significant colluvial iron mineralisation has been identified.
Grab Sampling and Mapping
Grab sample prospecting has shown iron mineralisation at surface along the length of the 17 km long Libi Hills magnetic anomaly established from airborne magnetics. The mapped colluvial iron blanket is generally 200 m to 300 m wide, but in places reaches over 500 m in width, extending beyond the magnetic anomaly perpendicular to the strike of the BIF.
Some 223 samples of unconsolidated colluvial iron, including a small number of in situ BIF rock chips, were collected from the Bikoula licence. Over 65% of these samples returned grades in excess of 60% Fe. Twelve rock chip samples were collected from the Libi Hills area of the Ndjele licence, returning grades of 42.5% - 64.8% Fe.
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Airborne Magnetics and Radiometrics
In September 2011, New Resolution Geophysics of South Africa was contracted by Altus to undertake 8,885 line km airborne magnetic and radiometric survey over key areas of BIF and colluvial iron. The survey was undertaken in April 2012 where 431 km2 were flown at a 50 m line spacing and a further 108 km2 at 100 m line spacing. Results indicated a 14 km linear magnetic anomaly coincident with the Libi Hills prospect (Figure 3-12).
Figure 3-12: Regional airborne magnetic map with 2012 Altus airborne magnetic data collected over priority target areas
Drilling
Altus has completed 48 diamond core drill holes for a total of 3,889.67 m. Drilling focussed on the northern portion of the Libi Hills prospect on the Bikoula licence covering 4.7 km of the 17 km magnetic anomaly where the majority of the grab sampling and mapping had been undertaken (Figure 3-13). Drillholes inclined at -45 were completed to a maximum depth of 125 m; three holes were drilled vertically.
Drilling was undertaken by EGlobal Drilling Contractors Ltd using two Energold EGD Series II man portable diamond rigs. Holes were drilled using HQ or HQ3 diameter rods in overburden, the colluvial blanket and supergene BIF before changing to NTW diameter in the fresh BIF. An Altus geologist and geotechnician were present for each shift.
All drill holes underwent lithological and geotechnical (recovery / RQD) logging, density measurement and structural measurement where core was orientated (48% of the NTW core was orientated). All drill core was photographed.
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Drill collars were surveyed using a NavCom Differential Global Positioning System (“DGPS”) and capped by concrete block. After the required depth was achieved, the inclined drillholes were surveyed every 5 m using a Reflex Gyro down the hole tool.
Quarter core samples, on 1 m intervals, over mineralised intersections were taken for assay. Half core, where needed, was used for metallurgical testwork and umpire laboratory QAQC samples, with at least quarter core retained for future reference.
Over 50% of the drillholes intersected at least 20 m of high grade (>40%) Fe.
Figure 3-13: Libi Hills drillhole location plan
Colluvial Bulk Sample
Altus collected a 721 kg bulk sample of colluvial iron material from 8 pits located adjacent to drillhole collars in which colluvial iron was intersected (Table 3-8). Pit locations were selected to get a representative sample of colluvial iron over the drilled portion of the Libi Hills prospect. Pits were excavated to 3.5 m depth. The first 0.5 m of surficial material was discarded and the remaining 3 m sampled from bottom up, collecting approximately 300 kg of material from each pit. Each sample was logged, homogenised, and sub-sampled using the herringbone splitting method (Table 3-8). Sub-samples were then combined, homogenised and divided approximately in two.
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Table 3-8 Libi Hills bulk sample pit locations with corresponding drillhole Bulk Sample Pit ID Hole ID East UTM North UTM Elevation, (m) LHBP001 BKLD018 205,652 302,636 701 LHBP002 BKLD004 206,089 302,170 735 LHBP003 BKLD045 206,384 301,872 747 LHBP004 BKLD007 206,430 301,713 741 LHBP005 BKLD035 206,591 301,077 783 LHBP006 BKLD010 206,487 301,033 762 LHBP007 BKLD017 206,650 300,971 773 LHBP008 BKLD016 206,808 300,514 753
Metallurgical testwork was undertaken on 177 kg of the composite bulk sample by Bureau Veritas (Perth, Australia).
Visual observations of the bulk sample highlighted the abundance of unconsolidated lump (>10 mm) material, as well as fine grained friable material.
The work focussed on the amenity of the mineralisation to gravity separation methods, including heavy liquid separation, jigging and Wilfley Table testwork. The results indicate that after a coarse (-8 mm) crush, a concentrate of 62.26% Fe with reduced levels of contaminants (2.7%
SiO2, 3.8% Al2O3, 0.06% P) can be produced at a 43.2% mass recovery.
Magnetic separation was also assessed and the optimal combination of gravity and magnetic
testwork achieved a final concentrate grading 63.15% Fe, 1.96% SiO2, and 3.51% Al2O3, with 49% overall mass recovery.
Supergene BIF Bulk Sample
A 120 kg bulk sample of friable material was selected for metallurgical studies using quarter core from six drillholes which intersected supergene haematite BIF. The results of testwork completed by SGS (UK) reported that the bulk sample had a head grade of 55.55% Fe, 12.98%
SiO2, and 3.08% Al2O3, with a 10% magnetite content (measured by Satmagan) and that a simple -6.35 mm crush and screen produced a 62.65% Fe product with reduced contaminants
(2.66% Al2O3 and 5.39% SiO2) recovering 53.4% of the iron.
Colluvial Iron Pitting
In order to test the extent and depth of the colluvial material, 18 pits were excavated to between 3.7 m and 5 m depth over the northern portion of the Libi Hills prospect. Pit BKLP017 was excavated in the southern portion of the Libi Hills anomaly, beyond the area of mapped colluvial material and diamond drilling.
A summary of sample pitting is presented in Table 3-9 and Figure 3-13 with location and colluvial iron intersections based on visual logging by Altus geologists. All pits intersected colluvial iron and remain open at depth, except pit BKLP18 that ended in a highly weathered intrusive. The colluvial pitting programme successfully extended the mapped presence of colluvial iron between drill fences and highlighted the potential to increase the project resource from the southern portion of the Libi Hills prospect.
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Table 3-9: Summary of colluvial pitting locations and logging from the Libi Hills prospect Colluvial Pit End of Prospect East UTM North UTM Elevation, (m) Colluvial Iron From Colluvial Iron To Colluvial Iron Interval Colluvial Iron at Pit Base ID Pit BKLP01 LIBI HILLS 205,413 302,745 714 3.7 0 3.7 3.7 YES BKLP02 LIBI HILLS 205,865 302,465 724 4 1 4 0.3 YES BKLP03 LIBI HILLS 206,036 302,124 764 4 1.1 4 2.9 YES BKLP04 LIBI HILLS 206,251 302,123 777 4 1.4 4 2.6 YES BKLP05 LIBI HILLS 206,387 300,899 755 4 1 4 3 YES BKLP06 LIBI HILLS 206,322 301,156 773 4 2.1 4 1.9 YES BKLP07 LIBI HILLS 206,649 300,833 749 5 2.6 5 2.4 YES BKLP08 LIBI HILLS 206,899 300,345 801 3 1.4 3 1.6 YES BKLP09 LIBI HILLS 206,342 301,753 746 4 2 4 2 YES BKLP10 LIBI HILLS 205,981 302,365 760 3 1 3 2 YES BKLP11 LIBI HILLS 205,750 302,556 717 4 0 4 4 YES BKLP12 LIBI HILLS 206,641 300,553 803 3 1.7 3 1.3 YES BKLP13 LIBI HILLS 207,051 300,031 745 4 2 4 2 YES BKLP14 LIBI HILLS 206,542 301,282 763 4 0 4 4 YES BKLP15 LIBI HILLS 206,417 300,927 760 4 0 4 4 YES 104 BKLP16 LIBI HILLS 207,520 299,698 703 4 1.35 4 2.65 YES BKLP17 LIBI HILLS 212,671 296,598 704 4 1.75 4 2.25 YES BKLP18 LIBI HILLS 206,340 300,859 732 4 0 1.7 1.7 NO
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Mineral Resource Estimate
An independent Mineral Resource Estimate (“MRE”) compliant with the “The 2012 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves as published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia” (the “JORC Code (2012)”) was produced by Coffey Mining, South Africa (Pty) Ltd (“Coffey”) in 2014. The MRE was based on data from a 3,889 m scout diamond drilling programme and a shallow pitting programme that helped delineate the extent of colluvial iron material at surface. Coffey reviewed and verified the data provided by Altus and undertook a site visit in February 2014 to verify the drill core and review the drilling procedure.
Based on lithology and magnetic susceptibility, Coffey created a 3D geological model with separate domains for colluvial, supergene, oxide BIF and fresh BIF. The extent of these domains is shown in Figure 3-14.
Figure 3-14: Libi Hills Mineral Resource model
The MRE is for colluvial and supergene mineralisation in the Libi North and Lombo zones of the prospect; Oxide BIF and Fresh BIF were intersected in many of the drill holes but these units were not included in the MRE. A block model was created using block sizes of 100 m x 100 m horizontally and 5 m vertically. Inverse Distance Weighting (IDW) was used to interpolate block grades in each of the domains. Grade estimation was validated by comparing the average block model grades with the average drill hole grades and no material differences were identified. The MRE statement shown in Table 3-10 is based on the table provided by Coffey Mining; it represents the full amount attributable to the licence whilst Table 3-11 represents the amount attributable to Altus through its 97.3% holding in the project. Note the rounding used in the tables is considered to be appropriate although it masks the differences between smaller numbers.
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The Mineral Resources has been classified as “Inferred“ according the guidelines and terminology given in the JORC Code which SRK considers to be appropriate. No cut-off grade was used when reporting the Mineral Resource.
Table 3-10: Bikoula Mineral Resource, Coffey Mining, (March 2014) Tonnage Contained Zone Ore Type Classification Fe % SiO2 % P % (Mt) Fe (Mt) Libi Colluvium Inferred 39 43.0 13.1 0.09 16.8 North Supergene Inferred 5 52.7 14.3 0.07 2.6 Colluvium Inferred 1 43.6 22 0.09 0.4 Lombo Supergene Inferred 1 38.9 35.3 0.08 0.4 Total Inferred 46 44.0 13.9 0.08 20.2
Table 3-11: Bikoula Mineral Resource (attributable to Altus) Tonnage Contained Zone Ore Type Classification Fe % SiO2 % P % (Mt) Fe (Mt) Libi Colluvium Inferred 38 43.0 13.1 0.09 16.3 North Supergene Inferred 5 52.7 14.3 0.07 2.6 Colluvium Inferred 1 43.6 22 0.09 0.4 Lombo Supergene Inferred 1 38.9 35.3 0.08 0.4 Total Inferred 45 44.0 13.9 0.08 19.7
Preliminary Environmental and Social Impact Assessment
Altus commissioned Rainbow Environment Consult of Yaoundé Cameroon, to undertake an environmental and social impact assessment of the Bikoula Project in 2015. The assessment involved an initial literature review followed by a site visit by Rainbow Environment Consult (Rainbow) to collect environmental data and conduct public and individual consultation meetings. The assessment was undertaken in accordance with the Framework Law No 96/12 of 05 August 1996 relating to environmental management and Order No 0070 / MINEP of 22 April 2005 that subjects most operations of mining research to a summary ESIA.
Findings provide a baseline scenario for future assessments. Rainbow concluded that iron exploration conducted at this stage of the project in the Bikoula permit is acceptable from an environmental and social perspective.
Summary of Exploration Expenditure to date
Since the Bikoula licence was granted in June 2011 and the Ndjele licence was granted in March 2015, Altus has spent USD1,510,468 on exploration. The exploration expenditure excludes any of the sustaining costs of Altus, but includes Altus UK staffing costs where they have specifically been seconded to the Bikoula project for any length of time. Altus provides the MINMIDT with an annual update of its exploration expenditure and twice a year host MINMIDT official at the Bikoula project.
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Development Strategy and Exploration Programme
After raising funds, for the first 18 month period, Altus expects to spend some GBP145,000 on exploration at the Bikoula Project, as presented in Table 3-12. Altus plans to commence additional pit sampling and mapping to increase confidence in the existing colluvial and supergene material MRE for the property. Additional studies will be undertaken internally by the Companyʼs technical team to assess ore transportation and port handling costs. Should a JV partner be brought into the project, as per the Altus corporate strategy, the work programmes are likely to be accelerated and developed further.
Table 3-12: Bikoula Project 18 Month Exploration budget Bikoula 18 Month Expenditure GBP UK incurred costs allocated to projects Geological staff (head office) 101,644 Subtotal 101,644 Exploration Expenditure DIRM - Data Image, Report, Map - Reconnaissance, prospecting and soil samples - Trenching, Pitting 766 Drilling - Geophysics - Assays Including shipment 2,921 Consultants 3,650 Infrastructure 2,500 Licence, Permit fees 10,000 Office costs (sub-total) 4,550 Corporate costs (sub-total) 4,000 Overseas board costs (sub-total) 4,500 Salaries - drivers and admin - Salaries - geologists, field technicians 10,400 Staff - other costs 1,500 Travel (sub-total) - Equipment - Subtotal 44,788
Total exploration expenditure 146,432
SRK Comments
SRK did not visit the Bikoula Iron project; however, the project has geology similar to other known iron exploration projects in the area, notably the mineralisation appears to be the immediate western strike continuation of the Nkout project belonging to IMIC.
Altus has taken a conventional approach to exploration generating a magnetic anomaly map on the basis of which mapping, pitting and drilling has been carried out.
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The Libi Hills northern area and Lombo area generated a particularly strong and coherently shaped magnetic anomaly which was chosen as the area on which more advanced exploration work was conducted starting with mapping, leading eventually to physical sampling. The pit and drillhole sampling and subsequent subsampling methods reportedly used by Altus are conventional and suitable for this style of mineralisation. The drilling company is reputable, as are the laboratories used.
Coffey prepared a JORC 2012 compliant Mineral Resource Estimate dated March 2014 which used results from drill hole samples whose quality and distribution support an Inferred level of classification which SRK agrees with.
Drillholes were sited on mapped colluvial iron deposit outlines in the Libi Hills northern area and Lombo area. The southern part of the mapped colluvial iron was not well covered with drilling and there is potential to extend the colluvial resource into this area. The potential to find more supergene BIF is not well understood, but it is reasonable to assume more will be found away from the currently drilled areas underneath colluvial material and in relation to magnetic anomalies. The Inferred Mineral Resource at Bikoula of 46Mt @ 44% Fe has been defined from less than 25% of the 17 km long Libi Hills target.
3.4 Birsok Bauxite Project
Mineral Title
On the 19 March 2010, Aucam was granted exploration licence 198 (known as the Birsok mineral exploration licence). Aucam is a wholly owned subsidiary of Aluvance plc, of which Altus Strategies owns 97.3%. On 4 December 2014 the 484 km2 Birsok mineral exploration licence was renewed for a further two-year period. In August 2016, a request to renew the licence for a further two-year period was submitted; a response from the Ministry is yet to be received.
The 117 km2 Mandoum exploration licence, number 174, was initially granted on 22 April 2009 to Aucam. On 5 October 2012, the Company was granted a renewal of the exploration licence A second renewal was granted on 25 October 2016 for an additional two-year period.
The Birsok and Mandoum licences are subject to a joint venture agreement with the ASX-listed Canyon Resources Ltd (“Canyon Resources”). The joint venture agreement was signed in December 2013, and allows Canyon Resources to earn a 51% interest in the projects for an investment of AUD2M and up to 75% interest for an additional AUD4M investment. To date Canyon Resources have invested USD822,601 (AUD1,155,610) in the project and have not yet reached the first investment milestone.
In December 2016, Canyon Resources notified the ASX that it was in discussions with the Government of Cameroon regarding developing bauxite operations in the central Cameroon, including the possibility of securing additional permits in close proximity to the existing Birsok Project.
Location, Access and Infrastructure
The project, comprising the Birsok and Mandoum licences referred to jointly as “Birsok”, is located in the Adamawa region of central Cameroon, 80 km southwest of Ngaoundere, and very close to Minim Martap bauxite deposit as shown in Figure 3-15.
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The existing rail line from Ngaoundere to Douala, via Yaoundé, passes within 10 km of the project and passes two operational hydroelectric power stations (”HEP”) (Nachitagal with 280 MW and dʼEdea with 264 MW). An additional 300 MW HEP facility is expected to be developed in the area by Hydromine to support a proposed refinery.
The port of Douala is operated by Bollore Ports and has an annual capacity of 530,000 Twenty foot Equivalent Units (“TEU”). There is currently no bulk handling terminal at the port of Douala; however, bulk handling facilities are proposed for at the port of Kribi to the south of Douala. A rail link between the current rail infrastructure and the Kribi port facility is under consideration.
Geological Setting
The region is known as the Adamawa Massif and is characterised by the outcrop of Ordovician granites and Pan African gneisses and ampibolites. Miocene / Pliocene volcanic basaltic, phonolitic and tachylitic lava flows which cover the older sequences in places.
The project area geology comprises migmatites in the north, west and extreme south-east whilst in the east there are conglomerates.
Locally these lithologies have been oxidised and have formed plateau-style bauxite occurrences along with ferricrete and partially developed lateritic weathering profiles.
Mineralisation and Deposit Model
Bauxite forms through a chemical weathering process associated with high relief, good ground water drainage and tropical to sub-tropical climatic conditions which promote leaching of silica and soluble constituents from the parent rock. On the Adamawa Massif, bauxite results from such weathering of aluminium rich parent rocks thought to be the Pan African gneisses. Bauxite deposits occur as tabular higher relief plateaux and are surrounded by scree slopes and valley fill known as detrital bauxite.
Exploration and Results
To date, five target zones have been defined on the Birsok and Mandoum licences: Djombi, Baoua, Fedal, Beka and Mbon.
Early exploration work completed by Altus included licence-wide remote sensing analysis, mapping and rock chip sampling. Interrogation of Digital Elevation Models (“DEM”) identified a series of elevated plateau targets on which geological mapping took place to map the contact between the granitic parent rock and the overlying weathered bauxite zone; this placed the contact at approximately 1,100 m asl.
X-ray fluorescence (“XRF”) analysis of grab samples confirmed the existence of aluminium rich laterite on these plateaux, particularly on the northern boundary of the licence. X-ray diffraction (“XRD”) analysis identified the presence of gibbsite, an important component of bauxite deposits.
Following the establishment of the Canyon Resources JV, an initial RC drilling programme was completed in 2014 and 2015 resulting in 404 drillholes for a total of 4,406 m which are distributed across several plateaux on an approximate 320 x 160 m or 160 x 160 m grid. Seven hand dug pits were also excavated on the Mandoum licence.
Figure 3-15 shows the location of the drilled plateaux.
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Figure 3-15: Birsok and Mandoum drilled plateaux
Sampling was conducted on a metre basis, with RC drill chips samples bagged per metre from the drill rig cyclone from surface to the end of hole. Chips were logged for mineralogy and colour at the drill site.
A total of 2,763 samples were sent to ALS Global facility in Ireland for XRF analysis, via a sample preparation lab facility in Cameroon. Samples were selected for analysis based on visual identification of bauxite from the RC drill chips. Selected samples from the RC drill underwent reactive silica and available alumina analysis at Bureau Veritasʼs Ultratrace laboratory in Perth, Western Australia.
Whilst a significant amount of drilling has been completed, there has been no Mineral Resource estimate completed to date. Canyon Resources reported the drilling results in its 2014 press releases (http://www.canyonresources.com.au/asx-announcements/asx-announcements-2014/) which included several maps summarising drillhole locations and intersections. These show that there are some contiguous areas with good assays (comparable with grades reported at Minim Martap) over depths of 5 to 10 m; however, most of the drilled plateaux have similar encouraging intersections intermixed with intersections of low interest.
Summary of Exploration Expenditure to date
Expenditure to date by Canyon on the project is USD822,601, which is in addition to the USD134,191 expenditure by Altus prior to the JV being formed.
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Development Strategy and Exploration Programme
The Birsok project is being advanced by Canyon Resources. In December 2016, Canyon Resources notified the market that it was in discussions with the Government of Cameroon regarding developing bauxite operations in the Adamawa Province of Cameroon, including the possibility of securing additional permits in close proximity to the Companyʼs existing Birsok- Mandoum JV projects. Development of the Birsok project will continue to be managed by Canyon Resources with Altus providing local logistical and geological assistance as required.
SRK Comments
SRK visited the Birsok bauxite project on 4 March 2017. A field walk was completed over one of the drilled plateaux and a number of drillhole collar locations were seen. Bauxite was observed in a number of outcrop locations.
SRK has not reviewed all of the drilling results in detail, several drillholes reportedly intersected reasonable bauxite grades over 5 to 10 m, but most do not belong to continuous bodies that can be quantified and reported as Mineral Resources. Drilling coverage to date is in clusters and there are large areas of undrilled plateaux between the clusters; it is not clear how prospective these areas are. In SRKʼs opinion, Mineral Resources could be estimated for some of the areas to drilled date with a little more work, but any estimate is likely to be much smaller than that reported for Minim Martap. It will also be important to establish whether or not the Birsok bauxite mineralogy is favourable for conventional processing.
The project location is advantageous being close to a railway that links to a port. In SRKʼs opinion, the project may be able to provide supplementary feed to the neighbouring and more advanced Minim Martap project; however, it is currently uncertain if or when this project will go into production.
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4 FEDERAL DEMOCRATIC REPUBLIC OF ETHIOPIA 4.1 Introduction
Altus has one core asset in the Federal Democratic Republic of Ethiopia (“Ethiopia”) being the Tigray-Afar Copper-Silver licence and also the adjacent Negash Copper-Silver licence.
Location, Access and Infrastructure
Ethiopia is a landlocked republic located in east Africa bordering the nations of Eritrea, Djibouti and Somalia, Sudan, South Sudan and Kenya (Figure 4-1). Situated just north of the equator the country covers approximately 1,100,000 km2 and is inhabited by just over 100 million people.
The capital city, Addis Ababa, located in the centre of Ethiopia, is serviced by Bole International airport which also acts as a hub for domestic air travel. There is a 650 km long electrified railway line connecting Addis Ababa to Djibouti and several new lines to link other major cities are being planned. Most regional roads are asphalt with the remainder surfaced with gravel.
The majority of power currently generated in Ethiopia comes from three wind farms, including the 153 MW capacity Adama wind farm which is the largest of its kind in sub-Saharan Africa. The 6,450 MW Renaissance hydroelectric dam on the Blue Nile is expected to open in 2017 which will supply some 90% of the countryʼs current power requirement. The World Bank and Ethiopian government are investing in the national power distribution networks.
Figure 4-1: Location of Altus assets in Ethiopia and major infrastructure routes
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Physiography, Climate and Environment
Ethiopiaʼs climate varies from the lowlands of the Danakil Depression which is approximately 100 m below sea level to the highland peaks exceeding 4,500 m asl.
The lower elevation areas below 1,830 m are tropical and have an annual average temperature of 27C and 510 mm of rainfall. The areas proximal to the highlands, from 1,830 – 2,440 m elevation, are subtropical, with an annual average temperature of 22C and rainfall of up to 1,530 mm. Above 2,440 m elevation, the annual average temperature is 16C, with typically 1,280 mm of rainfall. The ʻlight rainyʼ season occurs between March and May and with heavier rains between June and September.
The topography on the Tigray-Afar licence is a plateau at just under 3,000 m asl., with a 300 m deep valley cutting the licence. The vegetation in this region is fairly sparse, due to decades of subsistence farming.
Politics
Ethiopia is the oldest independent country in Africa; it has a federal parliamentary republic, whereby the prime minister is the head of government. Since 2012, the prime minister has been Hailemariam Desalegn who leads the ruling coalition, the Ethiopian Peopleʼs Revolutionary Democratic Front (”EPRDF”).
Economy
Ethiopia has a per capita income of USD590, but its economy has averaged a growth rate of 10.8% growth per year from 2003 to 2015. The government is currently implementing the second phase of its Growth and Transformation Plan which began in 2015 and will run until 2020. It aims to continue improvements in physical infrastructure through public investment projects and transform the country into a manufacturing hub.
Security
In 2016 there were some protests after the election results, but these were mostly confined to the Oromia and Amhara regions, away from Altus projects. A state of emergency was consequently initiated in October 2016 and the government implemented a plan to overhaul its governance structures to address public concerns.
Mining Industry
The Ethiopian Mining Operations Proclamation No. 816/ 2013 amended in 2014 (ʻmining proclamationʼ) governs the conduct of all mining operations and related activities. The government regulating entity is the Ministry of Mines, Petroleum and Natural Gas (“MoMPNG”). The mining proclamation guarantees the licenseeʼs right to sell minerals, and provides exemption from customs duties and from taxes on equipment, machinery and vehicles necessary for mineral operations. Government royalties range from 3% for construction materials to 7% for precious stones and minerals.
The Fraser Instituteʼs Annual Survey of Mining Companies places Ethiopia as the eighth most attractive destination for mining investment in Africa (Jackson & Green, 2016).
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Mining and Exploration Companies
The Ethiopian government aims for the mining sector to contribute 10% of the countryʼs GDP by 2025, and is keen to encourage private-sector investment into the industry. Currently, Ethiopia has a single large-scale gold mine, Lega Dembi, in the southern area of the country, owned by Midroc (98%) and the Ethiopian government (2%). Another advanced exploration project exists at Tulu Kapi, in the west central area of the country, owned by London listed Kefi Minerals plc.
In addition to gold, Ethiopia is a significant producer of tantalum, producing 7% of the world's supply in 2007 in many small informal mines. Other products mined in Ethiopia include niobium, platinum, tantalite, cement, salt and gypsum, clay and shale, and soda ash. The country has notable occurrences of copper, silver, potash and natural gas.
Permitting
The mining proclamation stipulates three progressive licences types through which companies can undertake exploration and mining activities (Table 4-1):
Reconnaissance licences (non-exclusive).
Exploration licences.
Mining licences.
Table 4-1: Summary of mineral licence conditions in Ethiopia Reconnaissance Exploration Mining Application: 500 ETB (USD22) Application Fees 5,000 ETB (USD222) Licence: 200 ETB (USD9) First Renewal Fee N/A 100 ETB (USD4) / km2 3,000 ETB (USD133)
Second Renewal Fee N/A 100 ETB (USD4) / km2 3,000 ETB (USD133)
Oromia: 600 ETB (USD27) Benishagul: 300 – 1,500 ETB (USD13 – USD67) Annual Maintenance Fee N/A Afar: 60 - 400 ETB (USD3 – USD18) Tigray: 60 - 400 ETB (USD3 – USD18) Agreed in work Minimum Expenditure Agreed in work programme programme Min Size 1 km2 Level 1 - 1,500; Level 2 - Max size 2,000
Reporting requirements Annual Annual Monthly, Annual
Initial term 1.5 years 3 years 20 years Renewals None 2 x 1 year Negotiable, 10 years Area Relinquished Upon N/A 25% N/A Renewal One company may only hold 1,500 km2 of licences in the Arabian Nubian Shield in total. No set minimum expenditure but the Ministry have to agree the overall work programme. Notes Maximum size a licencee can hold at a given time is 3,500 km2. FX Rate – Average March 2017 1 USD: 22.5ETB The Licensing Authority may allow further extension of renewals for additional one year periods for a maximum of five times.
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Environmental Regulations
The 2014 Mining Code makes provision for environmental protection and for environmental and social impact assessments, and requires a community development programme. The level of detail required in the reports varies depending on the stage of development of the project. Environmental and social management plans are written by the Company and submitted for approval to the MoMPNG and as projects become more advanced, independent consultants are required.
Labour Legislation
The major sources of labour law are federal regulations, predominantly the Labour Proclamation No. 377/2003, some collective agreements, work statutes and some government's ordinances, for instance in the field of occupational Health and Safety regulations. The 2013 mining proclamation also makes provision for the adequate health and safety of employees.
Taxation
Common tax liabilities that are applicable to companies operating in the country include:
x Corporate income tax (“CIT”) of 30%;
x Value added tax (“VAT”) of 15%;
x Government carried interest of 5% (on grant of a mining permit); and
x mining royalties: o 7.0% for precious metals;
o 6.0% for base metals;
o 7.0% for precious stones;
o 4.0% for industrial minerals.
4.2 Tigray-Afar Cu-Ag Project
Mineral Title
The Tigray-Afar copper-silver Project comprises two exploration licences: the Tigray-Afar licence, and the Negash licence.
The Tigray-Afar exploration licence (MOM\EL\227\2010) is held by the Ethiopian company Altau Resource Limited, a wholly owned subsidiary of Altau Resources Ltd, a UK company which is 100% owned by Altus Strategies. The licence was granted on 27 January 2011, covering an area of 1043.6 km2 which spanned both the Tigray and Afar National Regional States in Northern Ethiopia. Since this initial grant of the licence, it has been renewed four times in January 2014, 2015, 2016, and 2017. The current licence coordinates are shown in Table 4-2 and Figure 4-2. The current licence area is 322.38 km2.
The Negash exploration licence (MOM\EL\663\2011) is held by the Aluvance Limited, an Ethiopian branch company of Aluvance Ltd, a UK company which is 97.3% owned by Altus Strategies. The licence was granted on 20 March 2014, covering an area of 134.9 km2 (Table 4-3 and Figure 4-2).
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A request to renew the licence was submitted to the Ethiopian Ministry of Mines on 30 January 2017, and Altus is currently waiting for the renewal to be granted. The ministry considers that the original work programme commitment on this licence was not met which may affect their decision to renew the licence. The renewed licence area with be 25% smaller than the original licence.
Table 4-2: Boundary coordinates for the Tigray-Afar licence (in UTM Zone 37N Adindan projection) Beacon X_UTM Y_UTM A 565,951.71 1,562,133.10 B 571,168.57 1,562,133.10 C 571,168.57 1,563,294.39 D 576,920.22 1,563,285.72 E 576,920.22 1,559,435.20 F 580,997.31 1,559,435.20 G 580,997.31 1,540,417.37 H 565,951.71 1,540,417.37
Table 4-3: Boundary coordinates for the Negash licence (in UTM Zone 37N Adindan projection) Beacon X_UTM Y_UTM A 565,925.36 1540,414.56 B 575,652.82 1540,442.53 C 575,693.70 1526,585.62 D 565,945.88 1526,567.32
In September 2014, Altus signed a Memorandum of Agreement (MoA) with Japan Oil Gas and Metals Corporation (“JOGMEC”) to enter into a JV partnership on the Tigray-Afar and Negash licences. The MoA covers all exploration work undertaken on the project with work programmes agreed at management committee meetings with representatives from both JOGMEC and Altus. The MoA terms state that JOGMEC has the option to acquire a 51% interest in the project by funding USD2.5M and then has the option to increase its share to 70% by funding an additional USD7.0M.
Beyond the 51% milestone, Altus can co-fund its interest at 49% or allow JOGMEC to increase its ownership in the project to 70% by a pro rata funding basis. Altau will be operator as long as it holds an interest equal to or higher than 31% in the project.
JOGMEC has passed the USD2.5M milestone and has now moved on to a pro rata funding agreement. As at 31 March 2017, JOGMEC has expended USD3,047,424.95 on the project, giving it an option to acquire 55.92% of the project. However, in April 2017, the Company was notified by JOGMEC that it did not intend to continue to fund further expenditure on the Slater and Agamat prospects; it is currently not certain that JOGMEC will continue funding the project.
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Figure 4-2: Tigray-Afar and re-applied Negash Licence outline
Licence Access and Infrastructure
The licence spans the Tigray and Afar regional states and the four Woredas (districts): Saesi Tsaedaemba, Atsbi, Erob, and Dallol. Infrastructure, road quality and services vary across these districts and are best-established in Saesi Tsaedaemba. The climate is warm and wet, with seasonal periods of dryness allowing for xeric grasslands through to lush tropical flora. The topography is characterised by large rocky plateaux and undulating hills which grade with varying relief into low-lying valleys.
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Daily flights connect Addis Ababa with Mekʼele, the capital of Tigray, located some 75 km to the south of the Tigray-Afar Project. Mekʼele has hotels of international standard, a central hospital, a regional office of the Ministry of Mines and the University of Mekʼele with its Department of Geology which provides scientific services. Mekʼele was used as a base for early stage exploration and Wukro is now used for the follow up programmes. Wukro has hotels, restaurants and shops to provide support for exploration teams. The closest large settlement to the project is Freweyni.
The licence area is accessible via the paved Road 1 from Mekʼele north to Wukro, from which there are two access options; the eastern and western parts of the licence respectively. Within the licence, there are many dirt-tracks and paths used by local villagers.
Regional Geology
The geology, particularly towards the north of Ethiopia, largely comprises remnants of the East African Orogen (“EAO”) which formed during the Neoproterozoic by closure of the Mozambique Ocean (Stern, 1994). The EAO consists of the Arabian-Nubian Shield (“ANS”) in the north and the Mozambique Belt in the south (Stern et al., 2006).
The Mozambique Belt consists of higher grade metamorphic rocks with amphibolites, gneisses.
The ANS is dominated by juvenile Neoproterozoic crust and consists primarily of supracrustal metavolcanic rocks, volcaniclastic assemblages and immature sediments exhibiting greenschist facies metamorphism. These have also been deformed and intruded by syn- and post-tectonic intrusive bodies and granulite terranes (Figure 4-3).
The region experienced a period of relative magmatic quiescence during the Phanerzoic in which time marine sediments (argillaceous mudstones and carbonates) were deposited. Johnson & Woldehaimanot, (2003) reviewed available data pertaining to the evolution of the ANS and concluded that it can be described as a collage of terranes. The ANS consists of three principal units:
Gneissic terranes composed primarily of quartzo-feldspathic gneisses, migmatites, and metasedimentary rocks of amphibolite to granulite facies;
Greenschist to lower amphibolite metamorphosed volcano-sedimentary terranes including calc- alkaline basaltic and andesitic lavas, tuffs, pyroclastics, and rhyolites, which are intruded by pre-, syn-, and post-tectonic granitoids, and
Mafic-ultramafic suites comprising ophiolite assemblages and narrow discontinuous belts of dismembered serpentinites, gabbros, sheeted dikes, pillow lavas, and ultramafic rocks representing suture zones between intra-oceanic plates or continent-island arc margins. These belts verge E-W in the north and N-S in the south. The E-W verging ophiolities are steepened by upright folds, whereas those of N-S vergence are deformed by up-right folds and strike slip faults. Post-accretionary NW trending strike slip faults and shear zones developed during the waning stages of ANS formation.
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Figure 4-3: Regional Geology of Northern Ethiopia
Local Geology
Lithology
The Tigray-Afar Project is located in the low grade, metamorphic basement of the Nafka Terrane which is part of the Arabian-Nubian Shield (Alene et al., 2016). This can be divided in to the younger Tambien Group metasedimentary sequence and the older Tsaliet Group metavolcanic sequence. The basement was intruded by pre-, syn- and post tectonic intrusions (Gebresilassie, 2009). during the Pan African Orogeny, between 540 Ma and 800 Ma.
The basement terrane is overlain unconformably by the Phanerozoic age Adigrat sandstone (Beyth, 1972).
Structure
The basement rocks have been subjected to at least two phases of deformation (D1 and D2) (Gebresilassie, 2009). The D1 phase represents N–S compression creating tight to isoclinal minor folds with pervasive regional foliation and the D2 phase represents E–W compression. causing large scale open folds with sub horizontal axes with thrust and strike slip faulting (Gebresilassie, 2009).
Mineralisation
Copper and silver mineralisation is predominantly hosted by metavolcanic rocks with aphanitic, porphyritic or vesicular textures; volcanoclastic units are also present. Mineralisation occurs preferentially in the volcanic package as vesicular fill, along foliation planes or disseminated within the rock and along fracture planes (Figure 4-4). This can be observed in drillcore and outcrop, particularly in some historical hard rock workings on the project area such as the ʻItalian Pitʼ.
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Copper minerals identified to date include sulphides (bornite; chalcopyrite, covellite,+/- digenite), oxides (cuprite +/- tenorite), carbonates (malachite) and native copper. No silver bearing minerals or native silver have been identified in hand specimen, however elevated copper grades are associated with elevated silver grades.
Malachite is the most prevalent secondary copper mineral in the area. Its presence suggests oxidation of primary sulphides. Its disseminated and pervasive infilling texture and association with epidote and quartz veins suggests this mineralisation is due to the pervasive movement of hydrothermal fluids rather than being restricted to oxidising near-surface environments. Malachite also shows a strong relationship with secondary copper minerals such as bornite, covellite and cuprite which display a replacement texture. The presence of malachite suggests that the hydrothermal fluids were either carbonate rich or were acidic and reacted with carbonate rocks.
Mineralisation at the Slater prospect is frequently associated with magnetite observed in hand specimen.
Gold mineralisation is hosted in quartz veins and within, generally N-S trending shear structures marked at surface by a gossanous appearance (Figure 4-5). Gold mineralisation is typically not associated with the copper-silver mineralisation.
Commonly, in fresh quartz vein samples, pyrite and chalcopyrite are present with bornite occasionally seen in gossans, where there is associated gold.
A B
Figure 4-4: A - Malachite and native copper in a vesicular lava. B - Chalcopyrite in drill core from the Slater prospect
Figure 4-5: Gossan rock chip containing visible gold from the Tigray-Afar Project
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Deposit Model
Based on the mineralisation controls and style, structural setting, depositional environment and alteration assemblages, Altus considers the mineralisation fits with a manto style model, a schematic illustration with project observations and exploration results is provided in Figure 4-6.
Manto deposits are structurally controlled or stratabound hydrothermal lenses, pipes or veins typically found in continental and oceanic plate convergent settings. They form in distal parts of larger hydrothermal systems emanating from high level intermediate to felsic intrusions (granodiorite-rhyolite), fluids are typically oxidised straddling the ilmenite and magnetite boundary (Lang and Baker, 2000). Mantos often host copper, silver, lead and zinc, however only copper and silver have been observed at the Tigray-Afar Project.
Figure 4-6: Schematic Manto deposit model
Exploration Results
Historic Exploration and Results
Systematic modern exploration is not known to have been undertaken over the Tigray-Afar Project prior to acquisition by Altus. There are a number of historic workings within the Tigray- Afar licence area which include the 'Italian Pit', a surficial working exploited by the Italians in the 1930s for copper, 80 m long and up to 20 m wide (Figure 4-7A). A number of adits are present in the south of the licence area (Figure 4-7B).
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Figure 4-7: A - Italian Pit copper working, Slater Zone. B - Adits located in the south of the Tigray-Afar licence
Recent Exploration and Results
Altus has undertaken an extensive programme of surface sampling, ground and airborne geophysical surveys and drilling across the Tigray-Afar Licence in recent years. The focus has been on the Tigray-Afar licence to date, with the potential of the Negash licence largely untested.
Grab Sampling
To date, 1,814 rock chip samples have been collected by Altus across the whole licence. Prospects areas are based on the results of this rock chip sampling include:
x 13 km long Slater prospect comprised of five copper target zones with grab sample grades up to 22% Cu and 102 g/t Ag;
x Dera Copper prospect, a 7 km long zone parallel to the Slater prospect;
x 1.2 km long Agamat Copper prospect, with grab sample grades up to 8.4% Cu and 99.4 g/t Ag;
x 2.5 km long Asegara prospects with grab sample grades up to 5.13% Cu; and
x Agamat gold prospect with grades up to grab sample 7.7 g/t Au.
Geological Mapping
Geological mapping has been undertaken by Altus on a regional scale in the southern portion of the Tigray-Afar licence. The objective of this mapping was to map general lithological packages and determine broad structural trends that may or may not relate to mineralisation, and to identify new areas of mineralisation.
Detailed lithological and structural mapping has been undertaken over the Agamat prospect and portions of the Slater prospect. Results determined a strong structural control to mineralisation with a dominant N-S and NE-SW orientation, along with favourable alteration assemblage of epidote and chlorite, with areas of silicification.
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Soil Samples
One soil sampling programme has been completed to date by Altus over the Agamat prospect where soil cover on relatively flat topography is extensive. Outcrop commonly hosts copper oxides semi-continuously over a NNE trending 1.2 km strike length. 439 soil samples were collected at 25 m intervals along 100 m spaced lines orientated E-W over a 1.8 x 0.6 km area. All samples were collected at a depth of approximately 0.5 m from the B and C soil horizons.
Results identified two significant copper NNE-SSW orientated anomalies (>150 ppm Cu) of 1 km and 0.8 km strike length, coincident with the main NNE-SSW trend to structures such as fold axes within the prospect area.
Airborne Geophysics - VTEM
A 1,959 line kilometre airborne Versatile Time domain Electromagnetic (“VTEM”) survey was completed over the southern half of the Tigray-Afar licence by Geotech Airborne Limited (“Geotech”). Final data processing and quality control was undertaken by GRS Consulting of South Africa. Lines were flown on a 150 m spacing orientated E-W with a 75 m spacing flown over known mineralisation at the Italian Pit and surrounding area.
This survey produced a coarse magnetic product and a high resolution electromagnetic data set. The system is designed to penetrate to a depth of approximately 350 m and can reportedly identify bodies containing greater than 5% sulphides. Geotechʼs summary report stated that the VTEM targets identified were at a depth of approximately 150 m. GRS Consulting then delineated targets for massive and disseminated sulphide mineralisation.
Magnetic data show N-S trending anomalies coincident with carbonate alteration identified from processed ASTER satellite imagery covering the Slater and Agamat prospects.
Ground Geophysics - Magnetics
During Q3 2015, a ground magnetic survey was undertaken over the Slater and Agamat prospects. Lines were orientated NW with 50 m spacing using the Altus GEM Systems Overhauser magnetometer. The data acquisition was completed by Altus geologists with technical oversight and final data processing undertaken by Terratec Geophysical Services based in Germany. The ground magnetic data successfully showed that observed surface mineralisation was coincident with elevated levels of magnetism and showed other areas of elevated magnetism where mineralisation had not been observed at surface leading to targets for further exploration.
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Figure 4-8: Slater prospect ground magnetics (analytical signal) and Phase 1 drillholes
Channelling
Five reconnaissance channels samples were completed at the Slater (Italian Pit zone and Eshetu zone) and Agamat prospects in May 2014. The channels were cut using a rock saw and sampled at 1 m intervals for a total of 160 m. Efforts were made to ensure sampling widths and depths were kept consistent across all samples. Results of the Channel sampling programme are shown in Table 4-4.
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Table 4-4: Channel results Channel ID Location From (m) To (m) Width (m) Cu% g/t Ag AT_CH_AG001 Agamat Prospect 11.00 26.00 15.00 0.72 2.20 inc. Agamat Prospect 20.00 26.00 6.00 1.46 3.71 AT_CH_EZ001 Eshetu Zone 5.00 21.00 16.00 0.65 1.06 inc. Eshetu Zone 7.00 15.00 8.00 1.05 4.00 AT_CH_EZ002 Eshetu Zone 2.00 33.00 31.00 0.50 0.90 inc. Eshetu Zone 26.00 32.00 6.00 1.01 0.28 AT_CH_IP001 Italian Pit 11.00 39.00 28.00 0.75 2.96 inc. Italian Pit 26.00 38.00 12.00 0.91 2.66 AT_CH_IP002 Italian Pit 5.00 20.00 15.00 0.92 5.40 inc. Italian Pit 16.00 20.00 4.00 3.22 17.25
Intersection highlights are reported using a cut off grade of 0.25% Cu
Drilling
Altus has completed 49 diamond and RC drillholes over the Slater and Agamat prospects for a total of 7,890.5 m of drilling (27 diamond drillholes for 5,541.5 m and 22 RC drill holes for 2,349 m). Holes ranged in depth from 50 m to 341 m and were inclined between -45 and -60. Diamond drill holes were lithologically and geotechnically logged and structural measurements were recorded where core was orientated (NQ drill core only). RC drill holes underwent lithological and geotechnical (recovery) logging. Drilling was undertaken by Orezone Drilling using track mounted diamond and RC drill rigs. Diamond drill holes were drilled using HQ in overburden / unconsolidated material and NQ in more competent material. An Altus geologist and geotechnician were present for each shift. Drilling occurred over two 12 hour shifts per day. The locations of the Slater prospect drillholes are shown in Figure 4-8 and Agamat prospect drillholes are shown in Figure 4-9.
Half core was sampled and assayed, with the remaining core kept securely and available for metallurgical testwork and umpire QAQC sampling if required.
In the Slater prospect, drilling to date has identified multiple pod style mineralisation in the Italian pit zone, where three zones of mineralisation were intersected in drillholes SDD001 and SDD002, as presented in Table 4-5 and Figure 4-10. Along strike from the Italian pit zone drill results have not replicated this mineralisation. In the Agamat prospect ADD001 identified significant widths of mineralisation hosted within an axial planner shear, along strike drillholes intersected similar but weaker mineralisation.
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Figure 4-9: Italian Pit Zone Section, Slater Prospect
Table 4-5: Drillhole intersections, Tigray-Afar project Hole ID From (m) To (m) Intersection (m) Cu (%) g/t Ag SDD001 9.50 11.50 2.00 1.58 11.83 SDD001 232.00 244.00 12.00 0.70 5.69 SDD002 0.00 2.30 2.30 1.04 4.66 SDD002 25.10 40.63 15.53 1.14 10.17 SDD002 50.24 63.60 13.36 1.24 12.22 SDD002 80.05 92.86 12.81 0.93 2.22 SDD015 0.96 3.36 2.40 0.12 N/A SDD015 10.93 22.86 11.93 1.22 N/A SDD015 61.55 66.70 5.15 0.27 N/A SDD015 73.99 79.06 5.07 0.46 N/A SDD015 179.96 180.84 0.88 0.40 N/A SDD016 52.93 55.70 2.77 0.26 N/A SDD018 4.92 10.00 5.08 0.12 N/A SRC002 3.00 13.00 10.00 0.32 1.00 SRC002 18.00 34.00 16.00 0.39 2.24 SRC002 37.00 38.00 1.00 0.10 N/A SRC006 0.00 2.00 2.00 0.12 N/A SRC006 6.00 7.00 1.00 0.10 N/A SRC011 24.00 33.00 9.00 0.33 N/A SRC016 5.00 14.00 9.00 0.42 0.64 ADD001 17.11 20.11 3.00 1.20 N/A ADD001 26.84 45.25 18.41 0.90 N/A ARC002 41.00 45.00 4.00 0.18 N/A ARC004 49.00 56.00 7.00 0.43 N/A Note: 0.1% Cu Cut-off grade with less than 5 m internal waste, all intersections are down the hole
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Figure 4-10: Agamat drill hole plan
Summary of Exploration Expenditure to Date
Since the Tigray-Afar licence was granted in January 2011 and the Negash licence granted in March 2014, Altus has incurred a total exploration expenditure on the project of USD996,281, while JV partner, JOGMEC, has incurred expenditure of USD3,047,425. The exploration expenditure excludes any of the sustaining costs of Altus, but includes Altus UK staffing costs where they have specifically been seconded to the Tigray-Afar project area for any length of time. Altus provides the MoMPNG with an annual update of its exploration expenditure and each year host MoMPNG official at the Tigray-Afar project. MoMPNG has indicated that more resources should be directed towards the Negash licence; this issue will be addressed at the next JV management committee meeting.
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Development Strategy and Exploration Programme
In February 2017, Altus commenced its third programme of drilling on the Tigray–Afar project. JOGMEC is presently awaiting the mapping and sampling results of exploration being undertaken at the Asagara prospect, where it is reported that more than 100 artisanal copper miners are currently active. The results of this work are anticipated to be received in July 2017. No proceeds from the IPO are currently budgeted for the Tigray-Afar project. Should JOGMEC elect not to continue with the JV at any time, then the Company would review exploration results and make a new plan to continue exploration on the project if justified.
SRK Comments
SRK visited the Tigray-Afar Project on the 25 and 26 January 2017. On the Slater prospect, SRK observed a channel sample east of the Italian Pit across malachite stained metavolcanics. In the pit, malachite mineralisation is associated with centimetre-decimetre scale veining in metavolcanics and the malachite tends to be disseminated, concentrating in vugs. One set of veins dips moderately to the eastnortheast and a second set of veinlets / gashes dip steeply to the south and occur with more intensity in the central part of the pit. A 1-2 m wide hydrothermal vein-breccia is found at the south end of the pit striking east-west turning to the northeast at the southeast edge of the pit.
At the Agamat prospect, drilling was in progress (AD006 at 3 m depth and AD005 at 250- 260 m). On a field walk along main zone, SRK observed two channel samples across a ridge of silicified and sheared metavolcanics with frequent malachite and quartz veining. To the north in a steep incised valley, folding was observed in the slatey sediment fabric, possibly drag folding associated with a fault running through the valley.
At the northeast zone, malachite staining was observed in sediments associated with veining and in the ʻOcoitaʼ unit which has <0.5 cm anhedral to euhedral feldspar phenocrysts which in places are preferentially orientated and merge into decimetre-scale sinusoidal gashes; possibly indicative of a mylonite.
The exploration results collected to date suggest there is an extensive mineralised system at the project. Early geochemical and geophysical work has generated several targets, some of which have been followed up with channel sampling and drilling. Drilling results have been inconsistent, the better hits have reasonable lengths and grades which are often not supported in neighbouring drillholes. SRK recommends a more cost effective trenching and channel sampling programme should be completed on the target zones so as to get a clearer understanding of the nature and continuity of mineralisation before drilling.
SRK also recommends digitising the unconformity contact at base of Adigrat Sandstone in an attempt to identify significant fault offsets which may help in the interpretation of existing mapping data. Accurate determination of fault blocks within which mineralisation may be continuous and fault offsets may help explain some of the negative drill hole results to date.
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5 KINGDOM OF MOROCCO 5.1 Introduction
Altus has one core asset in the Kingdom of Morocco (“Morocco”), the Agdz Copper-Silver Project (Figure 5-1) and five additional licences which are prospective for base and precious metals: the Tamatert Au-Cu Project; the Takzim Cu-Pb-Zn Project, the Oulmes W-Sn Project and Ment Sn-W Projects; and the Ouarzazate Cu Project.
Location, Access and Infrastructure
Morocco is in northwest Africa, it has Atlantic and Mediterranean coastlines and borders the nations of Algeria, Mauritania and Spain via three small enclaves in the north. Its total area is approximately 710,850 km2 and it has a population of approximately 33.8 million.
Rabat, located on the northwest coast, is the designated capital city; however, other notable population centres include Casablanca, the largest city and second biggest operating port in Africa and Marrakech situated just north of the High Atlas Mountains. Regular international flights are available from a number of airports associated with these cities. In addition, numerous smaller airfields are scattered across the country catering for domestic flights. Morocco operates a well-established public and freight railway network through ONCF connecting Casablanca to Oujda on the Algerian border, Tangier in the north, and Marrakech to the south.
Road access across Morocco is excellent with a network comprising roughly 58,000 km of primary and secondary roads, over half of which are paved and generally well-maintained, connecting most major cities and towns. The Government plans to create an additional 2,000 km of paved road by the end of 2035. Electricity is readily available to the entire population (World Bank, 2016) and investments are being made for the development of renewable energy sources, whereby the country hopes to generate 52% of its energy demand from solar, wind and hydroelectric instillations by 2030. As a result, Morocco is ranked within the top 25% of all surveyed countries for overall quality of infrastructure by the Fraser Institute (Jackson & Green, 2016).
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Figure 5-1: Location of Altus assets and major infrastructure routes in Morocco
Physiography, Climate and Environment
Moroccoʼs climate is complex due the combined effects of various mountain chains rain shadows and the interaction of hot, dry Saharan air with warm and wet Mediterranean weather systems. Regions north of the Atlas Mountains, particularly lower-lying plains and valleys along the Atlantic and Mediterranean coasts, are warm and humid allowing for the growth of deciduous and conifer forests as well as the development of thin fertile soils. Annual mean precipitation fluctuates around 500 mm with temperature highs reaching 32C.
In contrast, regions to the south of the Atlas Mountains are characteristically very hot and arid, with a continental and Saharan desert climate further inland. Vegetation is commonly limited to isolated, lush oases and soils are typically replaced by sand dunes or rocky plains. Temperatures range from sub-zero conditions during winter through to 40C in summer; annual precipitation is estimated to be <140 mm.
Moroccoʼs topography varies greatly from low-lying undulating hills to mountainous terrains. The generally NE-SW trending High Atlas and Anti-Atlas Mountain belts in the northern and central regions stretch for roughly 2,500 km into Algeria and Tunisia.
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Politics
Morocco has a parliamentary constitutional monarchy comprising a democratic multi-party system over which King Mohammed VI has ruled since 1999. The Prime Minister is currently Abdelillah Benkirane who was appointed by the King from the conservative Islamist ʻJustice and Development Partyʼ after achieving plurity in the general election of 2011 and subsequently re-election for a second term in 2016. The next general election is expected in 2021.
The Cabinet of Morocco is the chief-executive body of the country and headed by the Prime Minster who selects 25 ministers and between 5-10 “Secretaries of State” after consulting with other parties forming the governmental coalition.
Economy
Moroccan annual GDP growth is predicted to have been 1.5% for 2016; a fall from 4.5% the previous year and 4% projected for 2017 (World Bank data).
Morocco has a Country Partnership Strategy (”CPS”) which defines Moroccoʼs development priorities and areas of focus for the World Bank Groupʼs support in 2014–2017. The framework revolves around three areas for strategic results: promoting competitive and inclusive growth; building a green and resilient future; and strengthening governance and institutions for improved service delivery to all citizens.
Moroccoʼs per-capita income growth in recent years has contributed to eliminating extreme poverty and significantly reducing poverty, although disparities persist and employment remains low. The poverty rate declined from 8.9% in 2007 to 4.2% in 2014. Over the medium-term, Morocco should be able to accelerate its economic growth rate while maintaining macro- economic stability. The strong performance of newly developed industries (automobile, aeronautics, and electronics) and the expansion of Moroccan companies into West Africa are creating the conditions for Morocco to boost its global value chains.
Security
Morocco is ranked within the top half of all countries surveyed by the Fraser Institute for Security (Jackson & Green, 2016) with a majority of visits from British nationals going trouble-free allowing for a secure business environment (FCO, 2017).
Mining Industry
Morocco is ranked in the Fraser Instituteʼs Annual Survey of Mining Companies as the most attractive destination for investment in Africa (Jackson & Green, 2016). The Office National des Hydrocarbures et Des Mines (ʻONHYMʼ) is in charge of developing the countryʼs natural (non- phosphate) resources. The Office Cherifien des Phosphates (ʻOCPʼ) manages and controls all aspects of phosphate mining and beneficiation in Morocco. The La Centrale dʼAchat et de Développement de la Région Minière de Tafilalet et de Figuig (ʻCADETAFʼ) was formed to promote and support the interests of artisanal miners in the Tafilalet and Figuig regions.
Mining and Exploration Companies
Morocco contains approximately 75% of the worldʼs known phosphate reserves, but is also prospective for precious and base metals, as well as minerals such as fluorspar, barite, cobalt and antimony.
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Most minerals development has been undertaken by the Bureau de Recherches et de Participations Minières (BRPM) now known as ONHYM.
The largest private mining company in Morocco is Société Nationale d'Investissement (“SNI”), controlled by the Moroccan Royal Family. SNI (through Omnium Nord African) acquired most of BRPMʼs mining assets during the governmentʼs privatisation process in 1996. SNIʼs mining subsidiary, Managem, is listed on the Casablanca stock exchange and has become involved in a number of base metal, precious metal and industrial mineral mining and exploration operations in Morocco.
Many mines are found in the Anti-Atlas mountains area such as Imiter Ag mine, the recently opened Bouskour Cu Ag mine, historic Sidi Flah and Tiouit Au mines, Zgounder Ag and Bou Azzer Co-Ni-Ag-Au mines.
A number of foreign companies are active including Kasbah Resources, an ASX-listed company which owns 75% of the Achmmach Sn Project which is the most advanced hard rock tin development project in the world (Kashbah website, February 2017). Maya Gold & Silver holds 85% of the Zgounder silver mine.
Permitting
A new mining code was introduced in August 2016. The Le Ministère de lʼEnergie, des Mines, de lʼEau et de lʼEnvironnement (“MEM”) aims to triple non-phosphate mining revenues by 2025 by attracting private investment with attractive licensing regulations and a larger geological survey database.
There are three types of mineral licence in Morocco;
Prospecting licences.
Exploration licences.
Mining licences.
A summary of the licence conditions is given in Table 5-1.
Environmental Regulations
Environmental regulation in Morocco is provided in particular by law n°11-03 relating to the protection and the upgrading of the environment dated 12 May 2003. The main purpose of the law is to protect the environment against pollution and degradation and to implement a legal liability framework guaranteeing compensation for any damages caused to the environment.
Labour Legislation
Labour laws in Morocco are based on conventions from the International Labour Organisation, and are relatively modern. They do not contain any articles which pose a risk to foreign companies operating in Morocco.
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Table 5-1: Summary of mineral licence conditions in Morocco Prospecting Exploration Mining Application Fees 50 MAD (USD5)/km2 2,000 MAD (USD200) / 18,000 MAD block (USD1,800)
First Renewal Fee 100 MAD/km2 4,000 MAD 34,800MAD (USD10/km2) (USD400) / block (USDS3,500) Second Renewal Fee N/A N/A 60,000 MAD (USD6,000) Annual Maintenance Fee None required Varies depending on land Varies depending on land value, min of 5000MAD / value, min of 5000MAD / hectare + 10%. Only small hectare + 10%. Only small area of total rented area of total rented Minimum Expenditure 10,000-20,000 MAD 33,000-66,000 MAD N/A (USD1,000 – USD2,000) / (USD3,300 – USD7,000) / km2 km2 Min Size 100 km2 Total licence area made up Not <1 km2 of 4x4km blocks. Max size 600 km2 600 km2 Not greater than the previous research permit Reporting requirements Annual Annual Monthly, Annual Initial term 2 years 3 years 10 years Renewals 1 x 2yr 1 x 4yr Renewed in 10yr tranches until reserve depleted. Area Relinquished Upon --- Renewal Notes Terms taken from new mining code - August 2016. Differs from old code, but Aterian permits were issued under the old code and transferred to the new one. Minimum expenditure negotiable with MEM. Tax rate of 38.5% reduced by half if product exported. 5 year tax exemption for new mining projects. FX Rate – Average March 2017 1 USD: 10 MAD
Taxation
Common tax liabilities that are applicable to companies operating in the country include:
x Corporate income tax (CIT) of 35%, or 19% if product is exported;
x Value added tax (VAT) of 20%, with reduced rates for certain transactions of 8%, 10% or 14%;
x government carried interest, if any, is to be confirmed under the new mining code;
x transfer tax registration duty at rates from 4% to 6%; and
x mining royalties o 3% for precious metals;
o 3% for base metals;
o 3% for precious stones; and
o 3% for industrial minerals.
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5.2 Agdz Cu-Ag Project
Mineral Title
The 59.7 km2 Agdz Project is located 30 km to the SW of the city of Ouarzazate and is comprised of four licences with numbers 2340499, 2340500, 2340501 and 2340502, granted on 20 May 2014 for a period of three years by the MEM (Table 5-2 and Figure 5-2). The licences are registered to Azru Resources SARL.AU, a Moroccan company that is a wholly owned subsidiary of Aterian Resources, which is 100% owned by Altus. A request to renew the licence for four years from May 2017 has been submitted in accordance with the mining law, and a decision is expected soon. The licence areas do not need to reduce as part of the renewal process.
The project area depends administratively on the rural municipality of Aflandra, Caïdat of Tansift, circle Agdz, province of Zagora. It falls under the jurisdiction of the Regional Directorate of Energy and Mines of Errachidia.
Table 5-2: Agdz project, beacon locations (UTM Zone 29N WGS84) Licence 2340502 X UTM Y UTM A 739,255 3,418,140 B 742,150 3,418,240 C 742,278 3,414,240 D 738,278 3,414,110 E 738,238 3,415,350 F 739,343 3,415,380 Licence 2340501 X UTM Y UTM A 742,150 3,418,240 B 746,150 3,418,360 C 746,278 3,414,360 D 742,278 3,414,240 Licence 2340499 X UTM Y UTM A 746,278 3,414,360 B 746,392 3,410,800 C 743,342 3,410,700 D 743,355 3,410,270 E 742,405 3,410,240 F 742,278 3,414,240 Licence 2340500 X UTM Y UTM A 742,278 3,414,240 B 742,405 3,410,240 C 738,405 3,410,110 D 738,278 3,414,110
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Figure 5-2: Agdz project licence locations
Licence Access and Infrastructure
The project is situated within the Souss-Massa-Drâa region of central Morocco in the Anti-Atlas Mountains near Ouarzazate and Zagora where infrastructure and services are of a very high standard. The climate is hot and arid, characterised by rocky plains and gentle hills and small sandy dunes.
Internal flights are available to Ouarzazate, however the major N9 road traversing the High Atlas Mountains also connects this provincial hub to Marrakech which is located approximately 130 km to the northwest. Paved and well-maintained roads can be used to travel across the district.
The northern half of the licence where most of Altusʼ exploration work has taken place is easily accessible via Skoura, roughly 40 km east-northeast of Ouarzazate along the paved N10 road. Within the licence itself, there is a network of vehicle tracks.
Ouarzazate has numerous hotels and a reputable hospital. Supplies can be purchased from local supermarkets and telecommunication reception is reliable. The licence is located approximately 25 km from the Noor 1 solar power plant with current peak output of 160 MW.
Regional Geology
The geology of Morocco can be divided into four structurally controlled domains which generally young from south to north (Michard et al., 2008a). Proterozoic units in southern Morocco belonging to the West African Craton (“WAC”), are separated from the Palaeozoic and Mesozoic sequences in the northern Morocco by the ENE-WSW trending South Atlas Fault (“SAF”), a dominant thrust traversing the country (Hafid et al., 2006; Ellero et al., 2012). An overview of the four domains is compiled below (after Richards, 2016) based on tectonic and geological descriptions from Schlüter, (2006), Chalouan et al. (2008), Frizon de Lamotte et al., (2008), Gasquet et al., (2008) and Michard et al., (2008b):
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Figure 5-3: Regional geology, Agdz licence
Anti-Atlas Mountains
This domain extends from the SAF to the south of the country and hosts the oldest lithologies, largely incorporating rocks from the WAC. The Palaeoproterozoic basement contains high grade schists, gneisses and mylonites which are typically only exposed in small inliers surrounded by Neoproterozoic aged metamorphosed volcanics, marine sedimentary rocks and ophiolite suites. Granitoid plutons are common and attributed to Pan-African orogenesis. Whilst Variscan, and to a lesser extent Alpine, orogenies have overprinted Pan-African structures, uplift of the Anti-Atlas Mountains is primarily a consequence of doming along the WAC margin.
High Atlas Mountains
This domain extends from the Atlantic coast around Agadir in the west through to eastern Tunisia. It is a typical intracontinental mountain belt representing the southernmost component of the Cenozoic Perimediterranean Alpine chain that formed during the convergence of the North African and European plates. The High Atlas primarily consist of marine detritus, epicontinental calcareous units and evaporite sequences up to 5 km thick, which were deposited within the Mesozoic Atlas Rift. The subsequent Alpine event resulted in significant uplift of the High Atlas; terrestrial sediments now overlay the Mesozoic strata in alluvial fans that prograde into the continental foreland basins.
Meseta Domain
Delimited by the North Atlas Fault and Rif Overthrust, the Meseta Domain is partitioned into East and West terranes by the NE-SW trending Middle Atlas Mountains. Both are characterised by terrestrial redbeds and volcanic assemblages that accumulated in Palaeozoic fault-bounded basins which closed during the Variscan Orogeny; now overlain by tabular successions from the Upper Phanerozoic.
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Rif Domain
The northernmost and generally youngest domain extends from Rabat and Fez up to Tangier on the Mediterranean coast. It comprises heavily folded Mesozoic sediments that were deformed during Alpine orogenesis and forms an allochthonous nappe which was progressively thrust WSW during associated Oligocene-Miocene tectonism. Cenozoic and Quaternary continental shelf molasses dominate however, with sequences comprising sandstones and conglomeratic horizons lying discordantly above the basement.
Local Geology
Lithology
The Agdz Project is located in the Neoproterozoic Sidi Flah-Bou Skour inlier which, together with the Kalaat M'gouna, Boumalne Dades and Imiter inliers, make up the backbone of the Saghro Massif, located in the eastern Anti-Atlas mountains. The Saghro Massif basement comprises a volcano-sedimentary sequence, including turbidites and tholeiitic pillow basalts; it is discordantly overlain by Upper Neoproterozoic tuffs, conglomerates, andesites, dacites, ignimbrites and rhyolites intruded by quartz-diorites and granodiorites; and a cover sequence comprising basal conglomerates, sandstones, tuffs, basalts, andesites, dacite, ignimbrites and rhyolites (Bouabdellah and Slack, 2016) (Figure 5-4).
The Saghro Massif is interpreted by Saquaque et al., (1992) as being deposited in a back -arc basin type environment which was subjected to heterogeneous deformation during the two Pan- African orogenic events between 750 and 550 Ma. The first event was collisional leading to strong folding and ophiolite emplacement (Bou Azzer inlier) with the second event causing moderate shortening, tilting and middle to upper greenschist facies metamorphism attaining amphibolite facies near intrusive rocks.
Walsh et al., (2007) produced a 1:50,000 scale map which covers a majority of the Agdz licence area and, as such, is used as a basis for the project geological description.
Figure 5-4: Local geology, Agdz licence
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Structure
No detailed structural studies have been completed over the Agdz licence area; however, a cross section produced by Walsh et al., (2007) cuts through the project area. A number of NE- SW trending steeply dipping faults are present in the project area and are related to Pan-African deformation which are in turn are cross cut by NNW-SSE trending faults, reactivated during the Hercynian Orogeny. The tectonic framework within the licence area is interpreted to have provided numerous conduits for hydrothermal fluid flow, from which copper-silver mineralisation is thought to have precipitated.
Mineralisation
The Agdz licence area is in the Saghro Massif which is host to a number of operating mines (Figure 5-5). Mineralisation in the Agdz licence is hosted in several different lithologies which include metaconglomerate, metavolcaniclastic, rhyolite, andesite, granodiorite and in dolerite dykes. Copper mineralisation is predominantly seen in oxide species as malachite with subordinate chrysocolla and azurite in veins and as fracture and clast coatings within the host rock (Figure 5-6).
Figure 5-5: Regional mines of the Saghro Massif
Copper sulphides are present, preserved near surface by silicification typically in the form of chalcocite, bornite, covellite and chalcopyrite along with pyrite (Figure 5-7). Silver minerals have not been identified to date in the field, but silver is known from assay to be commonly associated with copper mineralisation and from polished thin section analysis where acanthite was identified by Finch, (2015).
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A B
Figure 5-6.: A - Malachite coating clasts in metaconglomerate outcrop. B - Malachite and chrysocolla coating fracture and disseminated in andesite.
A B
Figure 5-7: A - Disseminated and tarnished chalcopyrite in silicified metavolcaniclastic. B - Chalcopyrite and pyrite disseminated in dolerite.
Mineralisation is associated with chloritisation, silicification and potassic alteration and is typically hosted by fault zones in broad corridors of close spaced fractures, strike-slip faulting and often some brecciation. These corridors typically occur in multiple sub-parallel sets, generally trending NNE-SSW, NNW-SSE, E-W and ENE-WSW. Chlorite-actinolite-epidote veining is typically more abundant in silicified structures, commonly occurring with barite veining.
Magnetite and haematite alteration are present within mineralised breccia zones with magnetite crystals near completely demagnetised.
Gold grains have also been identified from polished thin section and scanning electron microscope and are known from assay results, present as native gold and in electrum (Finch, 2015 and Richards, 2016).
Deposit Model
The interpreted geological model of the Agdz project area is that of a post orogenic extensional setting within intra-cratonic crust of predominantly felsic to intermediate volcanic and volcaniclastic rocks and strong structural controls and alteration styles which are interpreted to be representative of an epithermal type deposit model with multiple, sub-parallel mineralised structures in relatively close proximity (Figure 5-8). The Bouskour Cu-Ag mine, operated by Managem, lies 14 km NE of the Agdz project.
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Figure 5-8: Deposit continuum model, (modified from Mumin et al., 2007)
The following characteristics are common to many base and precious metal deposits around the world, compiled from Bouabdellah and Slack, (2016) and El Azmi et al., (2014):
x Strong structural control to mineralisation commonly located on major structures which cut numerous lithologies or are on major lithological contacts.
x Typically, Neoproterozoic age of mineralisation with potential for remobilisation during the Hercynian orogeny.
x Structural plumbing system developed during Pan-African orogenic events with potential for reactivation of structures during Hercynian orogeny.
x Mineralisation is commonly, but not exclusively, hosted in volcano-sedimentary sequences, also ophiolite, granodioritic intrusives and metasediments.
x No defined alteration characteristic link all the epithermal deposits with hydrothermal alteration potentially widespread around ore zone or localised in discrete structures, directly related to ore minerals.
Exploration Results
Historic Exploration and Results
Systematic modern exploration is not known to have occurred on the Agdz project prior to its acquisition by Altus. There are a number of historic artisanal workings on the licence, which show copper oxide mineralisation, commonly malachite and chrysocolla, and copper sulphides, notably covellite. Figure 5-9 shows the location of artisanal workings discovered in the Agdz project area to date. It is thought that mining occurred around the 1960s targeting high-grade copper mineralisation within veins. A number of roads were constructed at the time giving access for the artisanal miners, linking mine sites with the town of Skoura to the north. Several manganese workings are also present with the largest 3-4 m in width and approximately 65 m in length, further work is planned to delineate the size and significance of the manganese mineralisation.
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A B
Figure 5-9: A - Site of artisanal copper workings within the Agdz licence. B - Larger stope at the same site
Recent Exploration and Results
Altus has completed a programme of surface geological mapping, rock chip and trench sampling and ground geophysics over the northern half of the project. This has defined three priority prospect areas; Amzwaro, Makarn, and Daoud; and two areas for follow up prospecting: Area 1, and Area 5 (Figure 5-10).
Figure 5-10: Priority targets defined at the Makarn Prospect showing grab sample results and ground magnetics
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Geological Mapping
Geological mapping has been undertaken over the Amzwaro prospect and part of the Makarn prospect (Figure 5-11). The objective of the Altus mapping programme was to map, at a broad scale, general lithological packages and alteration trends covering an area of approximately 1.65 km2. Around a number of trench localities in the Amzwaro prospect, detailed geological mapping has also been completed.
Mapping results indicate that copper occurrences are strongly aligned with predominantly NNE trending structures marked by chlorite alteration, commonly with iron alteration, identifiable in hand specimen. Occasional epidote and quartz +/- barite veining is present predominantly in NNW to NW trending structures. No lithological control to mineralisation has so far been identified, however brittle structures appear to play a significant role in hosting mineralisation.
Figure 5-11: Amzwaro and Makarn prospects geological mapping, NW Agdz Project
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Rock Chip Sampling
Prospect areas have largely been defined by rock chip sampling with 396 samples collected by Altus to date. Results include significant anomalous copper (up to 8% Cu) and silver (up to 448 g/t Ag) from across the licence, found in association with one another. Anomalous gold (up to 3.74 g/t Au) is present in a number of rock chip samples which may or may not include significant copper and silver grades. Outcrop within the Agdz project area is abundant with very few samples taken from float material. A number of hydrothermal manganese workings returned rock chip results of over 10% Mn.
At two localities, rock chip channel sampling has been undertaken to assist in delineating trench targets. Results in the Makarn prospect include 9.3 m at 1.25% Cu and 96 g/t Ag.
Ground Geophysics
Two ground geophysics programmes have been undertaken over the Amzwaro and Makarn prospects and the priority target Area 5.
A gamma spectrometry survey has been completed over an approximate 8.6 km2 area with 50 m line spacing and orientated E-W. A ground magnetic survey was also completed over this area. Lines were orientated NW with 50 m spacing using a GEM Systems Overhauser magnetometer. Both ground geophysical programmes were undertaken by Altus geologists with technical oversight and final data processing undertaken by Terratec Geophysical Services based in Germany. Results of the ground geophysics programmes identified structures, including a number in excess of 2.5 km in strike length, coincident with observed copper mineralisation (Figure 5-12).
Figure 5-12: Agdz ground magnetic data with trenching results
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Trenching
Thirteen exploratory trenches have been excavated within the Amzwaro and Makarn prospects aimed at testing the continuity of mineralisation beneath areas where oxide copper and silver has been identified in weathered surface outcrop. Trenches were dug in an E-W or NNW-SSE orientation perpendicular to the prospect wide strike of the mineralisation (Figure 5-12). Three trenches were hand-excavated in Q2 2015 to depths of between 0.5 m and 1 m. Ten trenches were then excavated using a JCB with backhoe in Q2 2016 to depths of 1.0 m to 1.5 m. In total, 300 m of trenching has been completed with trenches between 6.7 m and 72 m in length. All trenches were sampled and samples from five of the trenches were sent for assay based on visually identified mineralisation.
Table 5-3 shows the location of trenches and Table 5-4 summarises significant assay results for the trenches assayed; note that these are highlights and do not represent all of the results from all the trenches completed to date.
Table 5-3: Trench locations and excavation method used for exploratory trenches excavated with the Agdz project area Length Trench ID Type Start X Start Y End X End Y Azimuth Status (m) Logged, AM_T_01 Hand 742,890 3,416,667 742,863 3,416,673 294 26.5 assayed Logged, AM_T_02 Hand 742,763 3,416,375 742,774 3,416,360 149 17.6 assayed Logged, AM_T_03 Hand 742,771 3,416,362 742,761 3,416,368 290 12.1 assayed Logged, AM_T_04 JCB 742,970 3,416,691 743,014 3,416,683 100 37.2 sampled Logged, AM_T_05 JCB 742,987 3,416,677 742,993 3,416,683 90 6.7 sampled Logged, AM_T_06 JCB 742,978 3,416,716 742,995 3,416,716 93 23.8 sampled Logged, AM_T_07 JCB 742,981 3,416,736 742,993 3,416,732 90 14.1 sampled Logged, AM_T_08 JCB 742,709 3,416,419 742,724 3,416,416 90 13.5 assayed Logged, MKN_T_01 JCB 741,549 3,418,183 741,553 3,418,172 160 16.5 assayed Logged, MKS_T_01 JCB 741,110 3,415,888 741,132 3,415,859 145 35.8 sampled Logged, MKS_T_02 JCB 741,155 3,416,199 741,200 3,416,130 145 72 sampled Logged, MKS_T_03 JCB 741,011 3,416,194 741,026 3,416,194 85 16 sampled Logged, MKS_T_04 JCB 741,081 3,416,641 741,088 3,416,637 100 7.7 sampled
Table 5-4: Significant assay results from a total of 5 trenches submitted for assay Trench ID Prospect From (m) To (m) Intersection (m) Cu % g/t Ag MKN-T-01 Makarn 1.0 15.12 14.12 0.65 36.54 Including 2.4 7.4 5 1.14 74.98 AM-T-08 Amzwaro 3.9 10.7 6.8 0.58 10.13 AM-T-01 Amzwaro 3.5 17.2 13.7 0.36 13.26 Including 3.5 7.8 4.3 0.73 34.31
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Summary of Exploration Expenditure to Date
Since the Agdz licence was granted in May 2014, Altus has incurred a total exploration expenditure on the project of USD400,576. The exploration expenditure excludes any of the sustaining costs of Altus, but includes Altus UK staffing costs where they have specifically been seconded to the Agdz project area for any length of time. Altus provides the MEM with an annual update of its exploration expenditure and are due to host MEM officials at the project following the initial three-year term.
Development Strategy and Exploration Programme
After raising funds, for the first 18 month period, Altus expects to spend some GBP205,000 on exploration at the Agdz project, as presented in Table 5-5. Altus expects to commence trenching in Q3 2017 and will focus on the Amzwaro and Makarn prospects. In parallel, additional rock chip sampling and reconnaissance exploration will be undertaken across other prospective parts of the property where little exploration has been undertaken to date.
Trenches are planned to be up to 100 m long and will be excavated to bedrock material, perpendicular to the strike of the mineralisation. The trenches will be completed using a mechanical JCB type excavator, following all geological observations and sampling trenches will be backfilled using industry best practice methods. Sampling will be undertaken on 1 m intervals along the base of the trench. Samples will be extracted using a rock saw or hammer and bolster chisel. Each sample will be kept to a consistent width and depth to ensure a representative sample is recovered. In selected locations where outcrop is visible on surface the company will undertake channel samples using a rock saw or hammer and bolster chisel. Samples will be submitted for assay to an accredited facility.
In addition to the trenches, up to 500 rock chip samples are planned to be collected across other key targets including the Doud and Area 5 prospects, which are prospective for gold mineralisation and general prospecting across the south of the project area.
The budget presented in Table 5-5 covers the work which is planned to be undertaken by Altus after raising funds, for the first 18 month period. Should a JV partner be brought into the project, as per the Altus corporate strategy, the work programmes are likely to be accelerated and developed further.
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Table 5-5: Agdz 18 Month Exploration Budget Agdz Project 18 Month Expenditure GBP UK incurred costs allocated to projects Geological staff (head office) 101,644 Subtotal 101,644 Exploration Expenditure DIRM - Data Image, Report, Map - Reconnaissance, prospecting and soil samples 81 Trenching, Pitting 14,815 Drilling - Geophysics 7,500 Assays Including shipment 27,752 Consultants - Infrastructure - Licence, Permit fees 1,875 Office costs (sub-total) 4,500 Corporate costs (sub-total) 7,350 Overseas board costs (sub-total) - Salaries - drivers and admin 15,996 Salaries - geologists, field technicians 13,350 Staff - other costs 1,875 Travel (sub-total) 6,000 Equipment - Subtotal 101,094
Total exploration expenditure 202,738
SRK Comments
SRK visited the Agdz project on 1 February 2017, inclusive of most of the area on which Altus has undertaken exploration work and several trenches, outcrops and historical workings were observed. SRK was able to broadly confirm the nature of the geology at the project and also that malachite is present in many areas and covellite in some areas.
There appears to be a strong structural control on the mineralised zones which have chloritic alteration, small scale quartz veining and associated copper mineralisation. This was noted particularly in a N-S striking chloritized zone just north of trench MKST01. Structural control is also evident in the geophysics and higher grade grab sample results which suggest mineralised structures tend to have a NNE and NE strike and in places a N-S strike particularly in the west of the project area.
SRK recommends undertaking a structural review to better understand the controls on the altered zones. This would be conducted on the ground followed by reinterpreting existing datasets, perhaps with a few relatively close spaced trenches to prove concepts. It would be useful to learn more about the mineralisation at near-by Bouskour mine which probably has the same mineralisation style, and build this into the exploration strategy at Agdz.
In SRKʼs opinion, it makes sense to continue trenching at Agdz with a view to confirming continuity of mineralised structures and working towards identifying drilling targets.
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5.3 Tamatert Au-Cu Project
Introduction
The Tamatert project is located in the High Atlas Mountains, 50 km south east of Marrakech and 50 km east of the Amizmiz gold mine.
The project comprises five licence blocks which cover a total area of 67.9 km2. The licences were granted to Azru Resources SARL AU, a wholly owned subsidiary of Aterian Resources, a 100% owned subsidiary of Altus, on 10 July 2015 and are valid for three years from this date.
Geological Setting
Located in the High Atlas mountain range, Triassic sediments overlie diorite and microgranite lithologies. The area contains major regional thrust faults and a large sheeted dyke complex; both of which are prospective for gold and base metals. An ASTER remote sensing study commissioned by Altus identified phyllic and argillic alteration along the regional thrust which cuts the north of the licence.
Exploration and Results
Some 83 rock chips samples have been collected during initial prospecting at the project, and have returned assay grades including 9.61 g/t Au, 9.5 g/t Au, and 5.10 g/t Au; note that these are highlights and do not represent all of the rock chip samples taken to date. Work to date suggests that mineralisation is structurally controlled with an orogenic gold mineralisation model. A number of artisanal mining pits have been discovered in the north of the project which adds weight to its prospectivity.
Further work at the Tamatert project will include rock chip sampling and geological mapping to identify the scale and the nature of the mineralisation.
5.4 Ment Pb-Ag-Sn-W Project
Introduction
The Ment project is located in Central Morocco, 20 km south of the Achmmach and Bou El Jaj tin deposits, and the El Hammam fluorite mine.
The project is comprised of three licence blocks, covering a total area of 40 km2 which were granted to AF Resources SARL AU, a wholly owned subsidiary of Aterian Resources, which is 100% owned by Altus, on 11 August 2015 for an initial three-year term.
Geological Setting
Palaeozoic sediments have been folded around the margin of the Hercynian-age Ment granite, with the Ment project lying within the metamorphic halo of the granite intrusion. Historic lead and zinc occurrences have been mapped within the project which is situated 20 km south along strike of the Achmmach and Bou El Jaj tin deposits.
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Exploration and Results
Initial mapping at the Ment project has identified NE-trending quartz-tourmaline veins in a shear zone, thought to be related to the regional emplacement of the Ment granite. A number of artisanal mining pits have been discovered within the project, with samples from one pit containing 8.15% Pb, 153 g/t Ag, and 0.34 g/t Au. Mineralisation at the Achmmach project is also reported to be associated with NE trending quartz-tourmaline veins in the alteration halo surrounding a Hercynian age granite.
Further work at the Ment project will include rock chip sampling and geological mapping to identify the scale and the nature of the mineralisation project.
5.5 Oulmes W-Sn Project
Introduction
The Oulmes project is located in central Morocco 33 km south of the Achmmach tin deposit and 20 km west of the Ment project.
The project is comprised of one 16 km2 licence block, It was granted to AF Resources SARL AU, a wholly owned subsidiary of Aterian Resources which is 100% owned by Altus, on 11 August 2015 for a period of three years.
Geological Setting
The Oulmes project hosts Ordovician sediments which are within the metamorphic aureole of the Hercynian-age Oulmes granite, with historically mapped Sn and W bearing veins striking across the licence. The historic Zguit tungsten mine is 600 m north and on strike of the project.
Exploration and Results
Mineralisation is associated with quartz veins which cut the Ordovician sediments. The veins strike NW, with a conjugate NE-trending set also present. Samples from these veins returned anomalous Sn and W assays, with grades including 0.21% W and 0.13% W. An old artisanal mining pit, presumed to have been worked for tungsten, was also discovered within the permit.
Further work at the Oulmes licence will include rock chip sampling and geological mapping to identify the scale and the nature of the mineralisation project.
5.6 Takzim Cu-Zn Project
Introduction
The Takzim project is located 35 km north east of Marrakech and 6.5 km east of the historic Bir n Hass copper mine.
The project comprises four licence blocks covering a total of 63.4 km2, which were granted to Adrar Resources SARL AU, a wholly owned subsidiary of Aterian Resources which is 100% owned by Altus, on 10 July 2015 for three years.
Geological Setting
The project comprises Palaeozoic metamudstones and quartzites, proximal to a Hercynian-age granite and mafic intrusives. A large quartz carbonate vein, up to 12 m thick, cuts across the licence.
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Exploration and Results
A number of parallel quartz carbonate veins have been mapped with a NNE orientation. The largest vein strikes discontinuously for over 3 km and is up to 12 m wide. Assays from rock chips collected along these veins returned grades including 9.18% Cu, 4.53% Cu, 4.48% Zn, and 0.69% Zn from quartz carbonate vein material.
Further work at the Takzim project will include rock chip sampling, geological mapping and a ground magnetic survey to identify the scale and the nature of the mineralisation project.
5.7 Ouarzazate Cu-Ag Project
Introduction
The Ouarzazate project is located 30 km south east of Ouarzazate city in the Anti-Atlas range and 20 km west of the Companyʼs Agdz project.
The project comprises three exploration licences, for a total area of 39.1 km2, which were granted to AZA Resources SARL AU, a wholly owned subsidiary of Aterian Resources which is 100% owned by Altus, on 29 July 2015 for an initial three year period.
Geological Setting
Located 20 km west of the Companyʼs Agdz project within the Anti-Atlas mountain range, the geology is similar to that described in Section 5.2.3.
Exploration and Results
A number of artisanal mine workings have been discovered by the Company which are interpreted to have been exploiting barite, due to the abundance of related spoil. Copper mineralisation has also been observed, both disseminated in the rock and on fracture surfaces.
Further work at the Ouarzazate project is planned to include rock chip sampling and geological mapping to identify the scale and the nature of the mineralisation.
6 REPUBLIC OF LIBERIA 6.1 Introduction
Altus holds a single exploration project in the Republic of Liberia ("Liberia"), namely the Bella Yella Gold Project (Figure 6-1).
Location, Access and Infrastructure
Liberia is a republic in West Africa which borders Côte dʼIvoire, Guinea and Sierra Leone to the southeast, northeast, and northwest respectively. It has an Atlantic coastline of approximately 580 km and an area of approximately 111,380 km2 with an estimated population of just over 4.5 million.
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Monrovia, located on the Atlantic coast, is the largest and capital city of Liberia with a sea port and the Monrovia Roberts International airport. A number of smaller domestic airports are found throughout the country. There are two serviceable railway lines: the Bong Mine railway connecting the port of Monrovia to Bong Town approximately 70 km northeast of the capital; and the Lamco railway, recently renovated by Arcelor Mittal, extending from Buchanan on the Atlantic coast through to Camp Four at Yekepa near the eastern border with Guinea and Côte dʼIvoire.
Road access generally connects all major cities and towns; however, the vast majority of these are unpaved and can degrade with heavy use in the tropical climate. Power is not widely available in most of the country, with only 9.8% of the population having access to electricity in 2012 (World Bank, 2016). Liberia, however, still ranks within the top half of all surveyed countries in Africa for overall quality of infrastructure by the Fraser Institute (Jackson & Green, 2015).
Figure 6-1: Location of Bella Yella project and major infrastructure routes
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Physiography, Climate and Environment
As an equatorial country, Liberia experiences a hot and humid tropical climate. During the dry season between December and February, temperatures can reach 26-32C and precipitation falls to annual low whilst becoming increasingly subject to dust-laden Harmatten winds. The wet season, which runs from May until October, accounts for a significant proportion of the annual rainfall of 4,500 mm. Humidity and precipitation are highest along the coast although both decrease further inland.
Topographically, the country is characterised by rolling plains along the coastline gradually elevating inland into a low-lying plateau comprising a range of hills and mountains around 500 m above sea level. Mangrove swamps line the Atlantic margin and equatorial rainforests and sporadic tropical grasslands are found inland. The intense tropical weathering results in the production of a thick lateritic and saprolitic cover.
Politics
A civil war ran from 1999 – 2003, ending with a General and Presidential Election in January 2006, since when the political situation in Liberia improved. Liberia has recorded Human Development Index (HDI) gains of more than 2% annually, according to the Global Human development report released by UNDP.
The governmental framework of Liberia is similar to that employed by the United States of America. The offices of the President and Vice President, currently held by Ellen Johnson Sirleaf and Joseph Boakai respectively from the liberal democratic Unity Party, are elected by popular vote to fulfil six-year terms. They achieved this in 2005 and were both subsequently re- elected in 2011; the next election will be in October 2017.
Economy
The Liberian GDP grew by an average of 6.9% between 2003 and 2013. In 2014, however, Liberia was affected significantly by the outbreak of Ebola in 2014, which reduced its growth to 0.7% for 2014, and no growth was recorded for 2015. It is expected to rise to 2.5% for 2016, and then to increase to an average of 5.0% over the medium term (World Bank Data).
The President has taken steps to reduce corruption, build support from international donors, and encourage private investment. In 2016 the UN voted to remove all remaining sanctions on Liberia, showing their support for the governmentʼs progress towards peace and opening new sources of revenue for the government.
Security
Overall, Liberia is ranked just outside the top half of all countries surveyed by the Fraser Institute for Security (Jackson & Green, 2015) with the business environment and political stability widely being considered, for the most part, safe and secure.
The country is free of conflict with only remote regions along the Liberian-Cote dʼIvoire border considered a risk. Whilst the Liberian government is supported by the United Nations, the national police service is limited in its capability to prevent and detect crime, or provide emergency assistance across the country in response to reported cases.
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The country fell victim to the Ebola outbreak in 2014 where its healthcare facilities became severely strained whilst responding to the virus but was declared transmission free on 9 June 2016 by the World Health Organisation (FCO, 2017).
Mining Industry
Mining and Exploration Companies
Historically, the extraction of iron ore, gold and diamonds has been one of the leading export sectors for the country. Iron ore still plays a significant role in the countryʼs economy, accounting for 51.4% of export earnings in 2015 (www.export.gov). Several international companies are actively developing iron ore projects in Liberia, such as ArcelorMittal, Putu Iron Ore Mining, China Union, and Western Cluster (Vedanta), with further projects in advanced stages of exploration.
Artisanal mining is common in Liberia, and has historically accounted for much of the gold and diamond production from the country. Efforts are underway by the Ministry of Lands, Mines and Energy to formalise the artisanal and small scale mining sector to encourage cooperatives that would attract foreign investors into the sector.
Recently, Avesoro Resources invested heavily in the mining sector bringing Liberiaʼs first commercial gold mine into production on 1 March 2016.
Liberia is ranked in the Fraser Instituteʼs Annual Survey of Mining Companies as the 12th most attractive destination for investment in Africa (Jackson & Green, 2015).
Permitting
The Mining Code of Liberia (2000), summarised in Table 6-1, stipulates three progressive licences types through which companies can undertake exploration and mining activities as follows:
Reconnaissance licences (non-exclusive).
Exploration licences.
Mining licences.
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Table 6-1: Summary of mineral licence conditions in Liberia. Licence Reconnaissance Exploration Mining Application Fees USD15,000 See notes USD50,000 First Renewal USD15,000 USD5,000 Fee Second Renewal Negotiated with Minister and subject to fee to N/A Fee be determined Annual USD0.50 / hectare USD0.50 / hectare Maintenance Fee (paid in advance) (paid in advance) Minimum Yr 1: USD3.75 / hectare Expenditure Agreed in work Yr 2: USD7.50 / hectare programme Yr 3: USD11.25 / hectare Subject to Renewed term: USD11.25/hectare agreement by Min Size N/A N/A negotiation Max size 2,000 km2 1,000 km2 Reporting Quarterly, Annual Quarterly, Annual requirements Initial term 6 months 3 years Renewals 1 x 6 months 1 x 2 years Area Relinquished 0% 50% Upon Renewal Notes Application fee is USD0.50/hectare but this includes land rent. Four individual quarterly reports. In addition to quarterly reports, annual report is a requirement under the Mineral Exploration Regulations. Minimum expenditures are recalculated at the start of each year based on the base rates (presented above) plus the percentage change from “revised” GDP Implicit Price Deflator for the third quarter of 2008 to Q4 of the preceding year the base case figures presented and increasing them by the percentage change from USA 2008
Environmental Regulations
In November 2002, the Liberian Government adopted the National Environmental Policy, the Environment Protection Agency Act and the Environment Protection and Management Law (ʻEPMLʼ). The three documents became law in April 2003. Under Part III of the Act creating the EPML of the Republic of Liberia (2002), an ESIA Licence or Permit is required from the Environmental Protection Agency (ʻEPAʼ) prior to commencement of activities specified under Annex 1 of that Law.
Labour Legislation
In June 2015, Liberia signed the Decent Work Act, which sets out the fundamental rights at work, labour institutions and administrations. The new National Tripartite Council will bring together representatives of employers, workers and the government to advise the Minister of Labour. This will promote social dialogue between civil society and the government.
Taxation
Common tax liabilities that are applicable to companies operating in the country include:
x corporate income tax (CIT) of 25%, or 30 % for mining and petroleum companies;
x there is no value added tax (VAT) system in Liberia; and
x mining royalties:
x 3 – 10% for precious metals;
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x 3 – 10% for base metals;
x 3 – 10% for precious stones; and
x 3 – 10% for industrial minerals.
6.2 Bella Yella Au Project
Introduction
The Bella Yella project is located in western Liberia, and is prospective for gold mineralisation. There are a number of alluvial and hard rock artisanal gold workings across the licence. The licence targets Archaean greenstone gold belts and is on strike of the regional geological trend that hosts the New Liberty gold mine, to the west.
Location, Access and Infrastructure
Bella Yella is located in western Liberia and straddles the Gbarpolu and Lofa Counties. The main settlement within the licence is the town of Bella Yella. Access varies across the licence, settlements are connected by a network of laterite roads, from this network of roads the remainder of the licence is accessible on foot.
Permitting
The Bella Yella licence, MEL 11108, covers 639.6 km2 and was granted to Mineral Exploration Services (Liberia) LTD (“MESL”). MESL is 100% owned by Auramin, a subsidiary owned 99% by Altus. A request to renew the licence (reduced to 319.3 km2) was submitted by Altus on 2 August 2016, and the renewal is pending.
Geological Setting
Overall, Liberia has a Precambrian terrane with granitic basement intermixed with smaller igneous intrusives. These are conformably overlain by a metavolcanic – sedimentary sequence of quartzite, banded iron formation, amphibolites and ultramafics which form narrow topographic ridges throughout the country. There are two major basement domains; the Reguibat shield in the northand the Man Shield in the south; these are separated by the Proterozoic to Palaeozoic age Taodeni basin.
Exploration and Results
Remote sensing work, prospecting and mapping undertaken to date have identified two main prospects namely Tenkeh Hills and Glubai Hills. The prospects have strike lengths of 1.4 km and 7.5 km, respectively. At least 20 artisanal sites have been discovered across the licence exploiting hard rock and alluvial gold. Rock chips samples have been collected by Altus; hard rock samples from workings have grades returned up to 233 g/t Au, 229 g/t Au, and 35.6 g/t Au. Soil and stream sediment data collected by African Aura Resources Limited in 2006 and 2007 delineate a 1.4 km NE-SW striking gold-in-soil anomaly which is coincident with rock chip samples that graded up to 5.35 g/t Au in outcrop at Tenkeh Hills. At Glubai Hills, historic soil data defined a 7.5 km NE-SW striking anomaly, with rock chips from outcrop returning grades up to 25.27 g/t Au. Note that the rock chip results in this section are highlights and do not represent all of the rock chip samples taken to date.
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Future Development
Further work at the Bella Yella licence will include rock chip sampling and geological mapping to identify the scale and the nature of the mineralisation project prior to reconnaissance and systematic trenching.
6.3 SRK Comments
SRK has not visited the Bella Yella or reviewed results in detail, but agrees the project has merit and warrants further exploration work.
7 NON-CORE ASSETS 7.1 Development Strategy and Exploration Programme
The development and exploration of the non-core assets of Tamatert, Mert, Oulmes, Takzim, Ouartzazate and Bella-Yella, is discussed here.
In advancing all of their non-core assets, Altus has budgeted some GBP370,000 for the first 18 months after raising funds, excluding projects that are already subject to JV. Should a JV partner be brought into the project, as per the Altus corporate strategy, the work programmes are likely to be accelerated and developed further.
Altus plans to undertake a ground magnetic grid at the Takzim licence in Morocco to run in parallel with reconnaissance soil sampling and further prospecting, to better define anomalous zinc and copper discovered by the Company to date. Elsewhere in Morocco, additional prospecting and rock chip sampling is planned on the Oulmes and Ment licences for tin and tungsten.
The budget in Table 7-1 includes funds to undertake reconnaissance exploration on new licences the Company expects to be granted in Ethiopia, Liberia and Ivory Coast within the 18 month period. Altus is currently in the process of setting up operations in Cote dʼIvoire, West Africa, and, at the time of reporting, has submitted mineral exploration licence applications to the Ministry of Mines.
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Table 7-1: 18 Month Exploration budget, other assets Other Assets 18 Month Expenditure GBP UK incurred costs allocated to projects Geological staff (head office) 101,644 Subtotal 101,644 Exploration Expenditure DIRM - Data Image, Report, Map 20,250 Reconnaissance, prospecting and soil samples 823 Trenching, Pitting - Drilling - Geophysics 10,000 Assays Including shipment 22,778 Consultants 7,200 Infrastructure - Licence, Permit fees 73,625 Office costs (sub-total) 15,755 Corporate costs (sub-total) 22,450 Overseas board costs (sub-total) - Salaries - drivers and admin 24,848 Salaries - geologists, field technicians 30,458 Staff - other costs 7,375 Travel (sub-total) 29,498 Equipment 5,000 Subtotal 270,060
Total exploration expenditure 371,704
8 CONCLUSIONS AND RECOMMENDATIONS 8.1 Exploration Budget
After raising funds, for the first 18 month period, Altus expects to incur costs of some GBP625,000 on core assets which are not under a partnership arrangement and some GBP370,000 on all other assets which are not under a partnership arrangement. SRK considers the budgets are reasonable, sufficient to fund the exploration programmes described in this CPR which are modest and logical, building on existing results to advance projects towards exploration milestones. Budgets for projects under partnership are, at the time of reporting, under discussion with partners Canyon Resources and JOGMEC.
The remaining funds from the IPO will be used for new mineral exploration business development in Africa and general working capital processes. Altus will look to grow its diversified portfolio of precious and base metals exploration assets in various jurisdictions following the ʻproject generatorʼ strategy. Identifying new opportunities either by applying for or acquiring new projects. Altus is currently in the process of setting up operations in Cote dʼIvoire, and at the time of reporting has submitted a mineral exploration licence application to the Ministry of Mines.
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Table 8-1: Summary Altus Strategies 18 month exploration budget 18 Month Expenditure GBP GBP GBP GBP GBP UK incurred costs allocated to projects Agdz Laboum Bikoula Other Total Geological staff (head office) 101,644 101,644 101,644 101,644 406,575 Subtotal 101,644 101,644 101,644 101,644 406,575
Exploration Expenditure DIRM - Data Image, Report, Map - - - 20,250 20,250 Reconnaissance, prospecting and soil samples 81 19,335 - 823 20,238 Trenching, Pitting 14,815 - 766 - 15,581 Drilling - - - - - Geophysics 7,500 15,000 - 10,000 32,500 Assays Including shipment 27,752 57,016 2,921 22,778 110,468 Consultants - 3,650 3,650 7,200 14,500 Infrastructure - - 2,500 - 2,500 Licence, Permit fees 1,875 8,000 10,000 73,625 93,500 Office costs (sub-total) 4,500 4,550 4,550 15,755 29,355 Corporate costs (sub-total) 7,350 4,000 4,000 22,450 37,800 Overseas board costs (sub-total) - 4,500 4,500 - 9,000 Salaries - drivers and admin 15,996 7,500 - 24,848 48,344 Salaries - geologists, field technicians 13,350 28,500 10,400 30,458 82,708 Staff - other costs 1,875 6,500 1,500 7,375 17,250 Travel (sub-total) 6,000 9,000 - 29,498 44,498 Equipment - 5,000 - 5,000 10,000 Subtotal 101,094 172,551 44,788 270,060 588,492
Total exploration expenditure 202,738 274,195 146,432 371,704 995,067
8.2 SRK Comments
Altus undertakes mineral exploration in remote locations demanding good logistical management, in countries which are relatively prone to political upheaval compared with other countries around the world. It is essential to maintain good community relationships in these areas to minimise the risk of disagreements which can seriously hinder progress if not well managed.
Mineral exploration projects, even when executed well, often result in no discovery. Mineral deposits can be very difficult to find even with an experienced and well-funded team. Altus has a team of geologists managing the licencing aspects of their exploration project portfolio and undertaking work on the ground themselves, generating useful exploration information in a cost effective way. However, there is a chance that when an exploration licence becomes due for renewal, too little work will have been completed to result in a significant discovery, or to generate a significant target, or to allow confident relinquishment of the licence.
By attracting a partner and accelerating exploration work there is a much improved chance of achieving a positive outcome within the term of the licence. Altus will continue to try to find strategic partners and improve the chances of success at their many exploration projects; however, it takes time to find and negotiate with interested parties and there is no guarantee that such parties can be found or that mutually agreeable terms can be negotiated in a meaningful timeframe.
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Notwithstanding the above risks, SRK considers the planned expenditures to be justified by the potential of the assets which are commented upon in turn below.
Laboum Au project
SRK considers the Laboum project to be in a geologically favourable position and exploration work to date has produced encouraging early stage results.
In order to improve understanding of the mineralised system and generate more trenching targets, SRK recommends further structural geology work to better interpret the mineralising system for which SRK understands there is some budget.
Currently, there are no laboratory assays for any trench samples, so there has been no quantification of mineralisation found to date, therefore there is a risk that in time the gold grades will be found to be lower than hoped.
Bikoula iron ore project
A predominantly colluvial iron deposit has been found and to some extent quantified in the Libi Hills and Lombo areas. The Inferred Mineral Resource at Bikoula of 46Mt @ 44% Fe has been defined from less than 25% of the 17 km long Libi Hills target. SRK considers it reasonable to assume that more colluvial material and supergene BIF will be found south of the currently drilled area associated with magnetic anomalies resulting from recent exploration work.
Altus plans to commence additional pit sampling and mapping to increase confidence in the existing colluvial and supergene material MRE for the property and to extend the resource along the magnetic anomalies to the south of the drilled area. SRK agrees this is a logical progression of work completed to date.
The supergene BIF may be comparable with the dominant material at the neighbouring advanced exploration project “Nkout”, but its grade and its tonnes per strike kilometre are lower than at Nkout which implies Bikoula is smaller.
Altus hopes to attract investors who also see potential to establish low capital, small scale production of material with sufficiently high grade to cover the cost of road transport to Kribi Port to sell into the international market. Concept studies will be undertaken by the Companyʼs technical team to assess mining, beneficiation, transportation and port handling costs.
Birsok bauxite project
The project is in a favourable location for bauxite, both geologically and infrastructurally. Exploration has advanced to a drilling stage; however, SRK has reviewed the drilling results as reported in Canyonʼs press releases, several drillholes reportedly intersected reasonable bauxite grades over 5 to 10 m, but most do not belong to continuous bodies that can be quantified and reported as Mineral Resources.
Drilling coverage to date is in clusters and there are large areas of undrilled plateau between the clusters, it is not clear how prospective these areas are.
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In SRKʼs opinion, Mineral Resources could be estimated for some of the areas to drilled date with a little more work, but any estimate is likely to be much lower than that reported for Minim Martap. If an MRE can be delineated, the project may be able to provide supplementary feed to the neighbouring larger and more advanced Minim Martap project; however, it is currently uncertain if or when Minim Martap will go into production. It will also be important to establish whether or not the Birsok bauxite mineralogy is favourable for conventional processing.
Altus does not have an exploration plan or budget for advancing work at the project as the JV partner, Canyon Resources, is currently working on this in the context of wider plans for bauxite exploration and project development in Cameroon.
It is important to note that the Birsok exploration licence has been under application for renewal for nearly two years; it is unclear why there has been a delay in granting the renewal and whether this may pose a risk to Altus continuing to develop this project; however, similar delays have been experienced by Altus in previous successful applications.
Tigray-Afar Cu-Ag project
The exploration results collected to date suggest there is an extensive copper-silver mineralised system at the Tigray-Afar project; however, drilling results have been inconsistent and, if this is due to discontinuous geology, this may present a challenge.
At the time of writing, the current JV partner, JOGMEC, is waiting for the mapping and sampling results from the Asagara prospect, anticipated to be received in July 2017.
JOGMEC have stated that they will not fund more work on the Slater and Agamat prospects and that they may continue working on the Asagara prospect following review of pending exploration results. JOGMEC may elect to leave the venture at any time, which presents a risk to the continued uninterrupted funding of the project.
The adjacent Negash project has been under application for renewal since January 2017. The ministry has questioned the proper completion of the original work programme commitment. It is unclear whether or not this has contributed to the delay in granting the renewal and whether this poses a risk to Altus continuing to develop this project; similar delays have been experienced by Altus in its previous successful applications.
Agdz Cu-Ag project
SRK was able to broadly confirm that malachite is present in many areas in chlorite-altered and silicified structurally controlled corridors. These structures are evident in outcrop and have been detected over wide areas by the geophysics which suggest the potential that a large mineralised system exists here.
Altus plans to commence trenching in Q3 2017, mainly on the Amzwaro and Makarn prospects. Additional rock chip sampling and reconnaissance exploration will be undertaken across other prospective parts of the property where little exploration has been undertaken to date.
SRK recommends undertaking a structural review to better understand the controls on the altered zones. This would be conducted on the ground followed by reinterpreting existing datasets, perhaps with a few relatively close spaced trenches to prove concepts. It would be useful to learn more about the mineralisation at near-by Bouskour mine which probably has the same mineralisation style, and build this into the exploration strategy at Agdz. Altus has allowed for such work in its budget.
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In SRKʼs opinion, it makes sense to continue trenching at Agdz with a view to confirming continuity of mineralised structures and working towards identifying drilling targets.
At the time of writing the Agdz exploration licence was under application for renewal. It is unclear whether or not this may pose a risk to Altus continuing to develop this project.
Other Assets
SRK has not reviewed the other assets in any detail. An application to renew the Bella Yella licence was submitted in August 2016 ahead of time. It is unclear why there has been a delay in granting the renewal and whether this may pose a risk to Altus continuing to develop this project; however, similar delays have been experienced by Altus in its previous successful applications.
8.3 Concluding Remarks
Altus has a portfolio of mineral exploration assets in frontier parts of Africa and has assembled local teams which manage the licencing, reporting and logistical support required to undertake exploration on these. A UK-based team of experienced geologists and managers provides central funding and management to ensure the Altus-owned assets are explored cost effectively, reviewed dispassionately, retained or dropped based on merit and that new assets are identified and brought into the portfolio so as to ensure growth along with recycling.
The Company has a stated aim to undertake early stage mineral exploration work generating sufficient interest to bring in partners to fund more expensive exploration work whilst retaining a meaningful interest in each asset. Partnerships are in place and have funded drilling at two projects although their respective spending plans going forward are not clear.
SRK has visited the core assets and reviewed the exploration results at these. SRK has also reviewed and discussed the 18 month exploration budgets for all assets in the Companyʼs portfolio. In light of the results to date and the general merits of the licence areas, SRK supports the work programmes proposed.
SRK also understands that Altus may deploy surplus funds to invest in new opportunities to grow their portfolio and to put in place joint venture agreements to advance existing and future assets. The management team has a demonstrated track record of exploration methods and corporate strategies to achieve these aims and in SRKʼs opinion, the Altus team is well placed to deliver their intentions which are stated in this CPR.
For and on behalf of SRK Consulting (UK) Limited
Martin Pittuck Mike Armitage, Corporate Consultant Corporate Consultant, (Mining Geology) (Resource Geology) SRK Consulting (UK) Limited SRK Consulting (UK) Limited
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Chombong, N. N., Suh, C. E. & Ilouga, D. C. I. (2013). New detrital zircon U-Pb ages from BIF related metasediments in the Ntem Complex (Congo craton) of southern Cameroon. West Africa Natural Sciences, 5, 835-847.
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Frizon De Lamotte, D., Zizi, M., Missenard, Y., Hafid, M., El Azzouzi, M., Maury, R. C., Charriére, A., Taki, Z., Benammi, M. & Michard, A. (2008). The Atlas System. In: Michard, A., Saddiqi, O, Chalouan, A. & Frizon de Lamotte, D. (eds.) Continental Evolution: The Geology of Morocco. Berlin: Springer-Verlag, 133-202.
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Paul, R, (2013) The Minerological, Grade Distribution and Metallurgical Implicaitons for the Genesis and Processing of the Bikoula BIF Deposit, Southern Cameroon. MSc Thesis, Camborne School of Mines.
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Richards, H. A. (2016). Cu-Ag-Au mineralisation of the Agdz Project - Characteristics and Ore Deposit Models. MSc Thesis, Camborne School of Mines.
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Schlüter, T. (2006). Geological Atlas of Africa: with notes on Stratigraphy, Tectonics, Economic Geology, Geohazards and Geosites of Each Country. Berlin, Springer-Verlag, 162-168.
Tadesse, T., Hoshino, M.Sawada, Y. (1999) Geochemistry of low-grade metavolcanic rocks from the Pan-African of the Axum area, northern Ethiopia. Precambrian Research, 99: 101-124.
Tchameni, R., Doumnang, J. C., Deudibaye, M., Branquet, Y. (2013). On the occurrence of gold mineralisation in the Pala Neoproterozoic formations, South-Western Chad. Journal of African Earth Science 84: 36-46.
Tchameni, R, Lerouge, C, Penaye, J, Cocherie, A, Milesi, J. P, Toteu, S. F, Nsifa, E. N, (2010) Mineralogical constraint formetamorphic conditions in a shear zone affecting the Archean Ngoulemakong tonalite, Congo craton (southern Cameroon) and retentivity of U–Pb SHRIMP zircon dates. Journal of African Earth Science 58: 67–80.
Teutsong, T, Bontognali, T. R. R, Ndjigui, P-D, Vrijmeod, J. C, Teagle, Cooper, M, Vance, D, (2016) Petrography and geochemistry of the Mesoarchean Bikoula banded iron formation in the Ntem complex (Congo craton), Southern Cameroon: Implications for its Origin. Ore Geology Reviews 80: 267 - 288.
Toteu, S. F., Van Schmus, W. R., Penaye, J. & Michard, A. (2001). New U-Pb and Sm-Nd data from north-central Cameroon and its bearing on the pre-Pan African history of central Africa. Precambrian Research, 108 45-73.
Toteu, S. F., W. R., Penaye, J. & Poudjom Djomani, Y. H. (2004). Geodynamic evolution of the Pan-African belt in central Africa with special reference to Cameroon: Canadian Journal of Earth Sciences, 41, 73-85.
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Walsh, G.J Benziane, F. Burton, W.C. El Fahssi, A. Yazidi, A. Yazidi, M. Saadane, A. Aleinikoff, J,N. Ejjaouani, H. Harrison, R.W. Stone, B.D. (2007). ʻCarte Geologique Du Maroc, Bouskour Echelle 1/50 000ʼ. Ministère de lʼÉnergie et des Mines, Royaume du Maroc.
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GLOSSARY, ABBREVIATIONS, UNITS
Glossary small scale mining usually without commercial investment, sometimes Artisanal mining without licence Pieces of rock extracted from the side of a drive or crosscut by way of a Channel Sample small trench (channel), generally about 10 cm wider and 2 cm deep over regular intervals by use of a diamond saw or rock hammer. The lowest grade of mineralized material that qualifies as ore in a given Cut - off grade deposit; rock of the lowest assay included in an ore estimate. Deposit An occurrence of economically interesting minerals. The act or process of drilling boreholes using bits inset with diamonds Diamond drilling as the rock-cutting tool. Drill core A solid, cylindrical sample of rock produced by diamond drilling. In mineral exploration, boring a hole into prospective ground to recover Drilling cuttings indicative of rock types and grades of mineralisation. Exploration The act of investigation for the location of undiscovered mineral deposits. Samples collected from surface outcrops, mine dumps etc., Used in Grab sampling connection with examination of the characteristic minerals in the deposit rather than for valuation. The proportion of a mineral or metal within a rock or other material. For Grade gold mineralisation this is usually reported as grams of gold per tonne of rock (g/t)
Haematite An oxide mineral of iron (Fe2O3); An ʻIndicated Mineral Resourceʼ is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the Indicated Mineral Resource deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes that are spaced closely enough for geological and grade continuity to be reasonably assumed. The part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and Inferred Mineral Resource assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes which may be limited or of uncertain quality and reliability. Rocks that while molten, penetrated into or between other rocks, but Intrusive solidified before reaching the surface. Iron ore Rocks and minerals from which metallic iron can be extracted. A fracture in a rock between the sides of which there is no observable Joint relative movement. The 2012 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves as published by the Joint Ore JORC Code Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia Lithology the physical characteristics of rock. Logging Recording geological, geotechnical and other information from drill core A concentration or occurrence of material of economic interest in or on the Earthʼs crust in such a form, quality, and quantity that there are Mineral Resource reasonable and realistic prospects for eventual economic extraction. The location, quantity, grade, continuity and other geological characteristics of a Mineral Resource are known, estimated from specific geological
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knowledge, or interpreted from a well constrained and portrayed geological model Quality Assurance and Quality Control The measurements and protocols in place to assess and control the (QAQC) quality of the data obtained. The excavation of a horizontally elongate pit (trench), typically up to 2 m deep and up to 1.5 m wide in order to access fresh or weathered bedrock Trench and take channel samples across a mineralised structure. The trench is normally orientated such that samples taken along the longest wall are perpendicular to the mineralised structure.
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Abbreviations Abbreviation Unit or Term Ag silver Agdz Agdz copper silver project, Morocco AIM Alternative Investment Market, London Stock Exchange Altau Altau Resources Ltd Altus Altus Strategies Plc Alures Alures Ltd Aluvance Aluvance Ltd Amsl Above mean sea level ANS Arabian-Nubian Shield Aterian Aterian Resources Ltd Au gold AUD Australian Dollars Auramin Auramin Ltd Bella Yella Bella Yella gold project, Liberia BIF Banded iron ore formation Bikoula Bikoula iron ore project, Cameroon Birsok Birsok-Mandoum bauxite project, Cameroon BLEG bulk leach extractable gold BRGM Bureau de Recherches Geologiques et Minieres °C degrees Centigrade Canyon Resources Canyon Resources Ltd CASZ Central African Shear Zone CIT Corporate income tax Coffey Coffey Mining South Africa (Pty) Ltd cm centimetre CPR Competent Persons Report Cu copper DEM Digital Elevation Models DGPS Differential Global Positioning System ° degree (degrees) EAO East African Orogen EIA Environmental Impact Assessment EL Exploration licence EPRDF Ethiopian Peopleʼs Revolutionary Democratic Front Fe iron g gram g/t grams per tonne GBP Great British Pounds Geotech Geotech Airborne Limited HEP Hydroelectric Power IDW Inverse distance weighting IPO Initial Public Offering IRGM Institute for Geological and Mining Research JOGMEC Japan Oil Gas and Metals Corporation JV Joint venture
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167 SRK Consulting Altus Strategies CPR – Glossary, Abbreviations, Units
Abbreviation Unit or Term kg kilograms km kilometre km2 square kilometre koz thousand troy ounce kt thousand tonnes Laboum Laboum gold project, Cameroon m metre m2 square metre m3 cubic metre masl metres above sea level MEM Le Ministère de lʼEnergie, des Mines, de lʼEau et de lʼEnvironnement Ment Ment lead, silver, tin and tungsten project, Morocco MESL Mineral Exploration Services Limited (Liberia) MINMIDT Ministry of Industry, Mines and Technological Development MoMPNG Ministry of Mines, Petroleum and Natural Gas mm millimetre mm2 square millimetre Moz million troy ounces MRE Mineral Resource Estimate M million Ouarzazate Ouarzazate copper silver project, Morocco Oulmes Oulmes tin tungsten project, Morocco oz troy ounce % percent QA/QC Quality Assurance/Quality Control RC rotary circulation drilling SAF South Atlas Fault Sn tin SNI Société Nationale d'Investissement SRK SRK Consulting (UK) Ltd t tonne (metric ton) Takzim Takzim zinc copper project, Morocco Tamatert Tamatert gold copper project, Morocco Tigray-Afar Tigray-Afar and Negash copper silver project, Ethiopia USD United States Dollar VAT Value added Tax VTEM Versatile Time domain Electromagnetic survey W tungsten WAC West African Craton XRD x-ray diffraction XRF x-ray fluorescence Zn zinc
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168 SRK Consulting Altus Strategies CPR – Technical Appendix A
APPENDIX
A LABORATORY, ASSAY METHODS AND QAQC
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169 SRK Consulting Altus Strategies CPR – Technical Appendix A
Altus employs a rigorous in-house Quality Assurance (QA) and Quality Control (QC) system, with checks undertaken on all soil sampling, trenching / channelling and drilling work programmes carried out by the Company. The QA system targets various aspects throughout the sampling procedure which could have distorted the results of the work programme. The QC aims to confirm both the precision and accuracy of the analytical laboratory and confirm that the geochemical data collected from each phase of work is of sufficient quality. All Altus geochemical testing is undertaken by an ISO17025:2005 accredited facility, typically the ALS Global facilities in Ethiopia, Seville, Monrovia and Ireland.
The QA system requires that; standards, blanks and duplicates are inserted into relevant geochemical sample batches. Within a sequence of 30 samples; 27 samples are routine; one is an empty bag for a course crush duplicate of the preceding sample (produced at the preparation lab or on site for riffle split RC drilling samples), one is a Certified Reference Material (CRM), and one is a blank.
Altus typically obtains CRMs from Geostats Pty Ltd in Australia. The CRMs are individually sealed 50g packets. Normally for each project four different CRMs will be used; two high grade( one oxide, one sulphide) and two low grade (one oxide one sulphide). Upon receipt of the certificates of analysis CRM grades are assessed against their respective certified values to check that the reported assays are within two standard deviations of the certified value. Two consecutive failures in meeting this target will result in discussions with the laboratory and potential a re-assay for the affected sample batch.
Upon receipt of the certificates of analysis the data for the coarse crush duplicates is assessed relative to its corresponding normal sample. Duplicates are expected to have less than a 5% difference for key elements from the corresponding normal sample. Two consecutive failures of the duplicates will result in discussions with the laboratory and potential a re-assay for the affected samples batch.
Altus typically uses a silica-rich river sand sourced away from the project area. Upon receipt of the certificates of analysis the assays for the blanks will be assessed to check that the reported values are below or close to the level of detection for the target element(s). Two consecutive significantly elevated concentrations of the target element(s) will result in discussions with the laboratory and potential re-assay for the affected samples batch.
Altusʼ QA system requires that all sampling programmes, including reconnaissance sampling where QAQC materials are not used, employ an end to end chain of custody record. All samples are recorded at each stage of the process from sampling to transportation then to preparation and finally analysis, with the relevant staff and suppliers signing for responsibility at each stage of sample transport.
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170 PART V FINANCIAL INFORMATION ON THE GROUP
Section A ACCOUNTANT’S REPORT ON ALTUS STRATEGIES PLC
PKF Littlejohn LLP
The Directors Altus Strategies plc The Orchard Centre 14 Station Road Didcot, OX11 7LL
The Partners SP Angel Corporate Finance LLP Prince Frederick House 35-39 Maddox Street London, W1S 2PP
The Directors Beaufort Securities Limited 63 St Mary Axe London, EC3A 8AA
3 August 2017
Dear Sirs
Altus Strategies plc
Introduction We report on the historic financial information set out in Section V of Part B (the “Financial Information”) relating to Altus Strategies plc (the “Company”). This information has been prepared for inclusion in the AIM admission document dated 3 August 2017 (the “Admission Document”) relating to the proposed admission to AIM of Altus Strategies plc on the basis of the accounting policies set out in note 2. This report is given for the purpose of complying with paragraph (a) of Schedule Two of the AIM Rules for Companies and for no other purpose.
Responsibility The Directors of the Company are responsible for preparing the Financial Information on the basis of preparation set out in the notes to the Financial Information and in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union.
It is our responsibility to form an opinion as to whether the Financial Information gives a true and fair view, for the purposes of the Admission Document, and to report our opinion to you.
Save for any responsibility arising under Schedule Two of the AIM Rules for Companies to any person as and to the extent provided, and save for any responsibility that we have expressly agreed in writing to assume, to the fullest extent permitted by law we do not assume responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Schedule Two of the AIM Rules for Companies, consenting to its inclusion in the Admission Document.
Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the Financial Information. It also included an assessment of significant estimates
171 and judgements made by those responsible for the preparation of the Financial Information and whether the accounting policies are appropriate to the Company and consistently applied and adequately disclosed.
We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Financial Information is free from material misstatement whether caused by fraud or other irregularity or error.
Opinion In our opinion, the Financial Information gives, for the purpose of the Admission Document dated 3 August 2017, a true and fair view of the state of affairs of Altus Strategies plc as at 28 April 2017 and of its results, cash flows and changes in equity for the period then ended in accordance with the applicable financial reporting framework and has been prepared in a form that is consistent with the accounting policies adopted by the Company.
Declaration For the purposes of paragraph (a) of Schedule Two of the AIM Rules we are responsible for this report as part of the Admission Document and declare we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Admission Document in compliance with Schedule Two of the AIM Rules for Companies.
Yours faithfully
PKF Littlejohn LLP Reporting Accountants
172 PART V Section B
HISTORICAL FINANCIAL INFORMATION ON ALTUS STRATEGIES PLC
STATEMENT OF COMPREHENSIVE INCOME The Statement of Comprehensive Income of the Company is stated below:
28 April 2017 Note £ Revenue – Administrative expenses – –––––––––––– Operating result – Finance income/(expense) – –––––––––––– Result Before Taxation – Income tax – –––––––––––– Total comprehensive Profit/(loss) for the period – ––––––––––––
STATEMENT OF FINANCIAL POSITION The Statement of Financial Position of the Company is stated below:
28 April 2017 Note £ ASSETS Current Assets Cash and cash equivalents – –––––––––––– Total Assets – ––––––––––––
EQUITY AND LIABILITIES Equity Attributable to owners Share capital 3 – Share premium – –––––––––––– Total Equity and Liabilities – ––––––––––––
173 STATEMENT OF CASH FLOWS The Statement of Cash Flows of the Company is as follows:
28 April 2017 Note £ Cash flows from operating activities – Cash flows from investment activities – Cash flows from financing activities – –––––––––––– Net increase/(decrease) in cash and cash equivalent – ––––––––––––
Cash and cash equivalents at beginning of period – –––––––––––– Cash and cash equivalents at end of period – ––––––––––––
STATEMENT OF CHANGES IN EQUITY Share Share Retained Total capital premium earnings equity £ £ £ £ At incorporation – – – – Total comprehensive income for the period ended 28 April 2017 – – – – –––––––––––– –––––––––––– –––––––––––– –––––––––––– As at 28 April 2017 – – – – –––––––––––– –––––––––––– –––––––––––– ––––––––––––
NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. General information The Company was incorporated on 28 April 2017 as Altus Resources plc in England and Wales with Registered Number 10746796 under the Companies Act 2006 and changed its name to Altus Strategies plc on 6 June 2017. The Company has not yet commenced business, no audited financial statements have been prepared and no dividends have been declared or paid since the date of incorporation.
The address of its registered office is The Orchard Centre, 14 Station Road, Didcot, OX11 7LL.
This Financial Information of the Company has been prepared for the sole purpose of publication within this Admission Document. It has been prepared in accordance with the requirements of the AIM Rules for Companies of the London Stock Exchange plc and has been prepared in accordance with International Financial Reporting Standards and IFRS interpretations Committee (IFRS IC) interpretations as adopted by the European Union (“IFRS”) and the policies stated elsewhere within the Financial Information. The Financial Information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.
The Historical Financial Information is presented in Sterling, which is the Company’s functional and presentational currency and has been prepared under the historical cost convention.
2. Significant accounting policies The financial information is based on the following policies which have been consistently applied:
Cash and cash equivalents In the Statement of Cash Flows, cash and cash equivalents comprise cash at bank and in hand and demand deposits with banks and other financial institutions, that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
174 Equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds.
Critical accounting estimates and judgements The Company makes estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual results may differ from these estimates and assumptions. There are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
3. Share capital and premium Number Share of shares Shares premium Total £ £ £ At incorporation 2 – – – –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 28 April 2017 2 – – – –––––––––––– –––––––––––– –––––––––––– ––––––––––––
On incorporation, the Company issued 2 ordinary share of £0.01 for consideration of £0.02 cash.
4. Controlling party Steven Poulton and Matthew Grainger each held a single share issued at incorporation, and are therefore considered to be the joint controlling party.
5. Post balance sheet events On 21 June 2017, 96,580,812 Ordinary Shares were issued to the shareholders of Altus Exploration Management Limited pursuant to the Share Exchange agreement dated 14 June 2017, further details of which are set out in paragraph 15.10 of Part VI of this Document.
175 PART V Section C
ACCOUNTANT’S REPORT ON ALTUS EXPLORATION MANAGEMENT LIMITED
PKF Littlejohn LLP
The Directors Altus Strategies plc The Orchard Centre 14 Station Road Didcot, OX11 7LL
The Partners SP Angel Corporate Finance LLP Prince Frederick House 35-39 Maddox Street London, W1S 2PP
The Directors Beaufort Securities Limited 63 St Mary Axe London, EC3A 8AA
3 August 2017
Dear Sirs
Altus Exploration Management Limited
Introduction We report on the historic financial information set out in Section V of Part D (the “Financial Information”) relating to Altus Exploration Management Limited (the “Company”). This information has been prepared for inclusion in the AIM admission document dated 3 August 2017 (the “Admission Document”) relating to the proposed admission to AIM of Altus Strategies Plc and on the basis of the accounting policies set out in note 1. This report is given for the purpose of complying with paragraph (a) of Schedule Two of the AIM Rules for Companies and for no other purpose.
Responsibility The Directors of the Company are responsible for preparing the Financial Information on the basis of preparation set out in the notes to the Financial Information and in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union.
It is our responsibility to form an opinion as to whether the Financial Information gives a true and fair view, for the purposes of the Admission Document, and to report our opinion to you.
Save for any responsibility arising under Schedule Two of the AIM Rules for Companies to any person as and to the extent provided, and save for any responsibility that we have expressly agreed in writing to assume, to the fullest extent permitted by law we do not assume responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Schedule Two of the AIM Rules for Companies, consenting to its inclusion in the Admission Document.
Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the Financial Information. It also included an assessment of significant estimates
176 and judgements made by those responsible for the preparation of the Financial Information and whether the accounting policies are appropriate to the Company and consistently applied and adequately disclosed.
We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Financial Information is free from material misstatement whether caused by fraud or other irregularity or error.
Opinion In our opinion, the Financial Information gives, for the purpose of the Admission Document dated 3 August 2017, a true and fair view of the state of affairs of Altus Exploration Management Limited as at 31 December 2014, 2015 and 2016 and of its results, cash flows and changes in equity for the years then ended in accordance with the applicable financial reporting framework and has been prepared in a form that is consistent with the accounting policies adopted by the Company.
Declaration For the purposes of paragraph (a) of Schedule Two of the AIM Rules we are responsible for this report as part of the Admission Document and declare we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Admission Document in compliance with Schedule Two of the AIM Rules for Companies.
Yours faithfully
PKF Littlejohn LLP Reporting Accountants
177 PART V Section D
HISTORICAL FINANCIAL INFORMATION ON ALTUS EXPLORATION MANAGEMENT LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME Continuing Discontinued 31 December 31 December 31 December operations operations 2016 2015 2014 Notes £ £ £ £ £ Revenue 3 455,475 55 455,530 1,411,257 568,487 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Gross profit 455,475 55 455,530 1,411,257 568,487 Other operating income 7,080 600 7,680 74,818 209 Administrative expenses (1,433,256) (2,578) (1,435,834) (1,922,084) (1,774,275) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Operating loss 4 (970,701) (1,923) (972,624) (436,009) (1,205,579) Investment revenues 8 165 142 307 438 303 Other gains and losses 9 – 294,233 294,233 8,911 (158,904) Profit/(loss) on disposal of operations – Gain on disposal of discontinued operations – 24,592 24,592 – – –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Loss before taxation (970,536) 317,044 (653,492) (426,660) (1,364,180) Taxation 10 (174) – (174) – – Loss and total comprehensive –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– income for the year 27 (970,710) 317,044 (653,666) (426,660) (1,364,180) –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––
178 ALTUS EXPLORATION MANAGEMENT LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME 31 December 31 December 31 December 2016 2015 2014 Notes £ £ £ Loss for the financial year is attributable to: – Owners of the parent company (649,091) (427,502) 1,322,578 – Non-controlling interests (4,575) 842 41,602 –––––––––––– –––––––––––– –––––––––––– (653,666) (426,660) 1,364,180 –––––––––––– –––––––––––– ––––––––––––
Total comprehensive income for the year is attributable to: – Owners of the parent company (649,091) (460,230) 1,322,578 – Non-controlling interests (4,575) 33,570 41,602 –––––––––––– –––––––––––– –––––––––––– (653,666) (426,660) 1,364,180 –––––––––––– –––––––––––– ––––––––––––
Earnings per share 12 Basic (pence per share) (0.78) (0.52) (1.68) Diluted (pence per share) (0.72) (0.48) (1.50) Earnings per share from continuing operations Basic (pence per share) (1.16) (0.52) (1.68) Diluted (pence per share) (1.07) (0.48) (1.50) Earnings per share from discontinued operations Basic (pence per share) 0.38 – – Diluted (pence per share) 0.35 – – –––––––––––– –––––––––––– ––––––––––––
179 ALTUS EXPLORATION MANAGEMENT LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2016 2015 2014 Notes £ £ £ Non-current assets Intangible assets 13 105,640 90,269 80,447 Property, plant and equipment 14 2,065 4,035 3,627 Investments 15 472,394 575 477,766 –––––––––––– –––––––––––– –––––––––––– Total non-current assets 580,099 94,879 561,840
Current assets Trade and other receivables 17 254,479 569,209 176,045 Investments 18 – 189,876 102,989 Cash and cash equivalents 415,914 1,014,897 1,040,431 –––––––––––– –––––––––––– –––––––––––– Total current assets 670,393 1,773,982 1,319,465 –––––––––––– –––––––––––– –––––––––––– Total assets 1,250,492 1,868,861 1,881,305 –––––––––––– –––––––––––– –––––––––––– Current liabilities Trade and other payables 19 323,863 202,526 156,882 Current tax liabilities 4,018 3,579 582 Provisions 20 15,000 15,000 15,000 –––––––––––– –––––––––––– –––––––––––– Total liabilities 342,881 221,105 172,464 –––––––––––– –––––––––––– –––––––––––– Net current assets 327,512 1,552,877 1,147,001 –––––––––––– –––––––––––– –––––––––––– Net assets 907,611 1,647,756 1,708,841 –––––––––––– –––––––––––– ––––––––––––
Equity Called up share capital 24 104,526 116,396 110,657 Share premium account 25 5,770,590 5,748,597 5,388,761 Other reserves 26 (92,323) 4,279 4,279 Retained earnings 27 (4,807,839) (4,158,748) (3,698,518) –––––––––––– –––––––––––– –––––––––––– Total equity 974,954 1,710,524 1,805,179 –––––––––––– –––––––––––– –––––––––––– Equity attributable to owners of the parent company 974,954 1,710,524 1,805,179 Non-controlling interests (67,343) (62,768) (96,338) –––––––––––– –––––––––––– –––––––––––– 907,611 1,647,756 1,708,841 –––––––––––– –––––––––––– ––––––––––––
180 ALTUS EXPLORATION MANAGEMENT LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY Share Non- Share premium Other Retained Total controlling capital account reserves earnings equity interest Total Notes £ £ £ £ £ £ £ Balance at 1 January 2014 110,657 5,388,761 4,279 (2,351,891) 3,151,806 (78,784) 3,073,022 –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– Year ended 31 December 2014: Loss for the year – – – (1,322,578)(1,322,578) (41,602)(1,364,180) Other comprehensive income: Amounts attributable to non-controlling interests – – – (24,049) (24,049) 24,049 – –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– Balance at 31 December 2014 110,657 5,388,761 4,279 (3,698,518) 1,805,179 (96,338) 1,708,841 Year ended 31 December 2015: Loss for the year – – – (427,502) (427,502) 842 (426,660) Other comprehensive income: Amounts attributable to non-controlling interests – – – (32,728) (32,728) 32,728 – Issue of share capital 24 5,739 359,836 – – 365,575 – 365,575 –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– Balance at 31 December 2015 116,396 5,748,597 4,279 (4,158,748) 1,710,524 (62,768) 1,647,756 Year ended 31 December 2016: Loss and total comprehensive income for the year – – – (649,091) (649,091) (4,575) (653,666) Issue of share capital 24 353 21,993 – – 22,346 – 22,346 Reduction of shares 24 (12,223) – – – (12,223) – (12,223) Transfers 26 – – (96,602) – (96,602) – (96,602) –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– Balance at 31 December 2016 104,526 5,770,590 (92,323)(4,807,839) 974,954 (67,343) 907,611 –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
181 ALTUS EXPLORATION MANAGEMENT LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2016 2015 2014 Notes £ £ £ Cash flows from operating activities Cash absorbed by operations 32 (495,629) (954,040) (1,135,195) Income taxes paid (174) – – –––––––––––– –––––––––––– –––––––––––– Net cash outflow from operating activities (495,803) (954,040) (1,135,195) Investing activities Purchase of intangible assets (15,371) (9,822) (25,872) Purchase of property, plant and equipment (405) (3,016) (3,312) Proceeds on disposal of property, plant and equipment – 2,200 – Distribution on demerger (100,000) – – Proceeds on disposal of fixed asset investments – 186,540 – Other investments made (1,092,191) (1,367,995) (1,920,092) Dividends received – – 142 Proceeds from other investments 1,104,480 1,758,011 2,208,548 Interest received 307 438 303 –––––––––––– –––––––––––– –––––––––––– Net cash (used in)/generated from investing activities (103,180) 566,356 259,717 Financing activities Proceeds from issue of shares – 362,150 – –––––––––––– –––––––––––– –––––––––––– Net cash (used in)/generated from financing activities – 362,150 – –––––––––––– –––––––––––– –––––––––––– Net decrease in cash and cash equivalents (598,983) (25,534) (875,478) Cash and cash equivalents at beginning of year 1,014,897 1,040,431 1,915,909 –––––––––––– –––––––––––– –––––––––––– Cash and cash equivalents at end of year 415,914 1,014,897 1,040,431 –––––––––––– –––––––––––– ––––––––––––
182 ALTUS EXPLORATION MANAGEMENT LIMITED
NOTES TO THE FINANCIAL INFORMATION
1 Accounting policies
Company information Altus Exploration Management Limited (formerly Altus Strategies Limited) (the “Company”) is a limited company incorporated in England and Wales. The registered office is The Orchard Centre, 14 Station Road, Didcot, Oxfordshire, OX11 7LL.
The Group consists of Altus Exploration Management Limited and all of its subsidiaries (the “Group”). The Company is a management company and the subsidiaries are principally involved in the exploration for natural resource assets.
1.1 Accounting convention The financial information within this Part V Section D has prepared in accordance with IFRS as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, (except as otherwise stated).
The financial information are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial information are rounded to the nearest £.
1.2 Basis of consolidation The consolidated financial information comprise the financial information of Altus Exploration Management Limited and its subsidiaries.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:
● Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee) ● Exposure, or rights, to variable returns from its involvement with the investee ● The ability to use its power over the investee to affect its returns Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: ● The contractual arrangements with the other vote holders of the investee ● Rights arising from other contractual arrangements ● The Group’s voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial information from the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non- controlling interests having a deficit balance.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
183 A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:
● Derecognises the assets (including goodwill) and liabilities of the subsidiary ● Derecognises the carrying amount of any non-controlling interest ● Derecognises the cumulative translation differences, recorded in equity ● Recognises the fair value of the consideration received ● Recognises the fair value of any investment retained ● Recognizes any surplus or deficit in profit or loss ● The Group income statement and statement of cash flows includes the results and cash flows of Aegis Holdings Limited, Aegis Asterion Limited, Aegis Asset Management Limited and Aegis Exploration Management Limited for the period 1 January 2016 to 14 December 2016, the date of their in specie divestment outside the Group. ● Reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities.
1.3 Going concern The directors have at the time of approving the financial information, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. In common with many junior resource investment and exploration companies the Company raises funds in discrete tranches from existing shareholders and / or new investors. The Directors and management are using funds for the evaluation of resource investment and exploration opportunities. The current funds are forecast to provide sufficient working capital for the Group’s immediate plans. Thus they continue to adopt the going concern basis of accounting in preparing the financial information.
1.4 Revenue Revenue is recognised at the fair value of the consideration received or receivable services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Revenue from the sale of goods is recognised when the risks and rewards of ownership of joint venture projects accrue to third party through joint venture arrangements, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
Recognised in revenue are recharges that are invoiced to the Group’s joint venture partners on certain of its mineral projects. These are based upon costs together with management fees incurred in connection with exploration programmes carried out under joint venture agreements and in which the Group acts as principal. The execution of exploration programmes under joint venture funding arrangements is a key component of the strategy of the Group.
1.5 Intangible assets other than goodwill Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date if the fair value can be measured reliably.
Where the nature of exploration activities is of too preliminary in order for the Group to determine that those assets will be successful in determining specific mineral resources, expenditures on exploration activities are written off against profits in the year in which it is incurred. Identifiable development
184 expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: Deferred exploration costs not amortised
Deferred exploration costs comprise of exploration license fees, capitalised in accordance with IFRS 6 “Exploration for and Evaluation of Mineral Resources”. Licenses are initially measured at cost. Deferred exploration costs are assessed for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. When exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of commercially viable quantities of mineral resources or the Group has decided to discontinue such activities in that unit, the associated deferred exploration costs are written off to the profit and loss account.
1.6 Property, plant and equipment Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: Plant and machinery 25% on cost and 50% on cost Fixtures, fittings & equipment 25% on cost Computer equipment 50% on cost Motor vehicles 50% on cost
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.7 Non-current investments Interests in subsidiaries and associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
1.8 Impairment of non-current assets At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
185 Liquidity risk The Group seeks to manage financial risk to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
1.9 Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10 Financial assets Financial assets are recognised in the Group’s statement of financial position when the Group becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition.
Financial assets are initially measured at fair value plus transaction costs.
Held to maturity investments Financial assets with fixed or determinable payments and fixed maturity dates that the Group has the positive intent and ability to hold to maturity are classified as held to maturity investments.
Held to maturity investments are measured at amortised cost using the effective interest method less any impairment, with revenue recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Loans and receivables Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Impairment of financial assets Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.
Derecognition of financial assets Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.
186 Other financial liabilities Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the net carrying amount on initial recognition.
Derecognition of financial liabilities Financial liabilities are derecognised when the Group’s contractual obligations expire or are discharged or cancelled.
1.11 Equity instruments Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Group.
1.12 Taxation The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13 Provisions Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.
187 Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
1.14 Employee benefits The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.15 Retirement benefits Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16 Share-based payments Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity. The expense of credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the time beginning and end of that period.
1.17 Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Rentals payable under operating leases, less any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.
1.18 Foreign exchange Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the income statement for the period.
1.19 Liquidity risk The Company seeks to manage financial risk to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
1.20 First time adoption of IFRS The financial statements for the year ended 31 December 2016 presented to members were the first the Group has prepared in accordance with IFRS. For periods up to and including the years ended 31 December 2015 and 31 December 2014 the Group prepared its financial statements in accordance with UK GAAP.
188 Accordingly, the Group has prepared financial statements that comply with IFRS applicable as at 31 December 2016, together with the comparative period data for the years ended 31 December 2015 and 31 December 2014, as described in the summary of significant accounting policies.
Exemptions applied IFRS 1 allows first time adopters certain exemptions from the retrospective application of certain requirements under IFRS. The Group has applied the following exemptions: ● IFRS 3 Business Combinations has not been applied to acquisitions of subsidiaries that are considered businesses under IFRS that occurred before 1 January 2014. Use of this exemption means that the UK GAAP carrying amount of assets and liabilities, that are required to be recognised under IFRS, is their deemed cost at the date of acquisition. After the date of acquisition, measurement is in accordance with IFRS. Assets and liabilities that do not qualify for recognition under IFRS are excluded from the opening IFRS statement of financial position. The Group did not recognise or exclude any previously recognised amounts as a result of IFRS recognition requirements. IFRS 1 also requires that the UK GAAP carrying amount of goodwill must be used in the opening IFRS statement of financial position (apart from adjustments for goodwill impairment and recognition or derecognition of intangible assets). In accordance with IFRS 1, the Group has tested goodwill for impairment at the date of transition to IFRS. Goodwill remains fully amortised at 1 January 2014. ● IFRS 2 Share Based Payment has not been applied to equity instruments in share based payment transactions that were granted on or before 11 January 2012, nor has it been applied to equity instruments granted after 11 January 2012 that had vested before 1 January 2014. For cash settled share based payment transactions, the Group has not applied IFRS 2 to liabilities that were settled before 1 January 2014. ● Share based payments IFRS requires the fair value of the share options to be determined using an appropriate pricing model recognised over the vesting period. It was not necessary to recognise any additional expense for the year ended 31 December 2014 or 31 December 2015 as a result of the exemption available on first time adoption. The first expense recognised is in the year ended 31 December 2016 for new options granted 11 January 2016.
1.21 New standards, amendments and interpretations not yet adopted There are no IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.
2. Critical accounting estimates and judgements 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 period in which the estimate is revised where the revision affects only that period, or in the period 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.
Share based payment 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. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity settled transactions with employees at the grant date, the Group
189 uses the Black Scholes model. The assumptions and model used for estimating fair value for share based payment transactions are disclosed in note 23.
Stability of Joint Venture Partners The stability of the Group’s joint venture partners is periodically reviewed in determining the likelihood of future funding for related projects. Joint venture partners accrue ownership rights over mineral licences through provision of funding in accordance with joint venture agreements.
Impairment of Deferred Exploration Costs Deferred exploration costs had a carrying value as at 31 December 2016 of £105,640 (31 December 2015: £90,269; 31 December 2014: £80,447). Management tests annually whether deferred exploration costs have a carrying value in accordance with the accounting policy stated in note 1.5. Each exploration project is subject to an annual review either by a consultant or 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 as well as the likelihood of on-going funding from joint venture 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 joint venture partners is unlikely, a decision will be made to discontinue exploration. The Directors have reviewed the estimated value of each project prepared by management and do not consider any impairment necessary.
Other areas Where investments are held in tradeable securities, these are valued as per the tradeable market value as at the balance sheet date.
3. Revenue & Segmental Analysis An analysis of the Group’s revenue is as follows:
2016 2015 2014 £ £ £ Revenue Management fees – 87,688 244,681 Recharged costs 455,530 1,323,569 323,806 –––––––––––– –––––––––––– –––––––––––– 455,530 1,411,257 568,487 –––––––––––– –––––––––––– ––––––––––––
Other significant revenue Interest income 307 438 303 –––––––––––– –––––––––––– ––––––––––––
Segmental Analysis UK Africa Total 2014 2014 2014 £ £ £ Revenues 315,210 253,277 568,487 Administrative expenses (1,118,952) (655,323) (1,774,275) –––––––––––– –––––––––––– ––––––––––––
Reportable segment assets 1,072,856 808,449 1,881,305 Reportable segment liabilities (131,121) (41,343) (172,464) –––––––––––– –––––––––––– ––––––––––––
190 UK Africa Total 2015 2015 2015 £ £ £ Revenues 139,693 1,271,564 1,411,257 Administrative expenses (1,431,854) (490,230) (1,922,084) –––––––––––– –––––––––––– ––––––––––––
Reportable segment assets 1,615,954 252,907 1,868,861 Reportable segment liabilities 187,466 33,639 221,105 –––––––––––– –––––––––––– ––––––––––––
UK Africa Total 2016 2016 2016 £ £ £ Revenues 4,943 450,587 455,530 Administrative expenses (901,041) (534,793) (1,435,834) –––––––––––– –––––––––––– ––––––––––––
Reportable segment assets 1,059,433 191,059 1,250,492 Reportable segment liabilities 298,106 44,775 342,881 –––––––––––– –––––––––––– ––––––––––––
4. Operating (loss)/profit 2016 2015 2014 £ £ £ Operating (loss)/profit for the year is stated after charging/(crediting): Exchange losses/(gains) (38,605) 3,132 3,434 Exploration and development costs 512,636 632,421 616,857 Depreciation of owned property, plant and equipment 2,375 2,608 11,293 Loss on disposal of property, plant and equipment – (2,200) – Loss on disposal of intangible assets – (177,340) – Share-based payments 3,398 – – Operating lease charges 23,046 20,401 19,370 –––––––––––– –––––––––––– ––––––––––––
Further expenditure amounting to £211,339 (2015: £252,865; 2014 £237,383) has been incurred for wages and salaries of UK geologists that relates to the exploration and developments disclosed above.
5. Auditor’s remuneration 2016 2015 2014 Fees payable to the Group’s auditor and associates: £ £ £ For audit services Audit of the financial statements of the Group and Company 8,500 8,000 7,500 Audit of the company’s subsidiaries – 573 – –––––––––––– –––––––––––– –––––––––––– 8,500 8,573 7,500 –––––––––––– –––––––––––– ––––––––––––
For services in respect of associated pension schemes All other non-audit services 900 955 900 –––––––––––– –––––––––––– ––––––––––––
191 6. Employees The average monthly number of persons (including directors) employed by the Group during the year was:
2016 2015 2014 Number Number Number Directors 4 4 5 Employees 24 26 11 –––––––––––– –––––––––––– –––––––––––– 28 30 16 –––––––––––– –––––––––––– ––––––––––––
Their aggregate remuneration comprised:
2016 2015 2014 £ £ £ Wages and salaries 521,356 592,543 742,358 Social security costs 50,664 63,837 79,898 Pension costs 127,457 34,097 – –––––––––––– –––––––––––– –––––––––––– 699,477 690,477 822,256 –––––––––––– –––––––––––– ––––––––––––
7. Director’s remuneration 2016 2015 2014 £ £ £ Remuneration for qualifying services 229,400 195,885 315,650 Company pension contributions to defined contribution schemes 58,562 – – –––––––––––– –––––––––––– –––––––––––– 287,962 195,885 315,650 –––––––––––– –––––––––––– ––––––––––––
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2015 – 2; 2014 – 2).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
Remuneration for qualifying services 90,000 90,000 90,000 Company pension contributions to defined contribution schemes 29,281 – – –––––––––––– –––––––––––– ––––––––––––
8. Investment income 2016 2015 2014 £ £ £ Interest Income Interest on bank deposits 307 438 303 –––––––––––– –––––––––––– ––––––––––––
192 9. Other gains and losses 2016 2015 2014 £ £ £ Fair value gains/(losses) on financial instruments Amounts written back to fair value through profit or loss 6,594 392,039 (442,204) Other gains/(losses) Gain/(loss) on disposal of financial assets held at fair value through profit or loss 287,639 (383,128) 283,300 –––––––––––– –––––––––––– –––––––––––– 294,233 8,911 (158,904) –––––––––––– –––––––––––– ––––––––––––
10. Income tax expense 2016 2015 2014 £ £ £ Foreign current tax on profits for the current period 174 – – –––––––––––– –––––––––––– ––––––––––––
Of the charge to current tax in relation to discontinued operations, £- relates to tax on profits and £- arose on disposal.
The actual charge for the year can be reconciled to the expected charge based on the profit or loss and the standard rate of tax as follows:
2016 2015 2014 £ £ £ Loss before taxation (653,666) (426,660) (1,364,180) –––––––––––– –––––––––––– –––––––––––– Expected tax charge based on the standard rate of corporation tax in the UK of 20.00% (2015: 20.00%; 2014: 20% / 21% above £ 300,000 per annum) (130,733) (85,332) (272,836) Tax effect of expenses that are not deductible in determining taxable profit (22,753) 42,632 76,158 Tax effect of utilisation of tax losses not previously recognised (3,874) (6,894) (32) Unutilised tax losses carried forward 82,939 24,750 142,244 Adjustments in respect of prior years 4,098 (30) – Permanent capital allowances in excess of depreciation 49 (38,788) (35,719) Effect of overseas tax rates 65,530 63,662 90,185 Gain on demerger 4,918 – – –––––––––––– –––––––––––– –––––––––––– Tax expense for the year 174 – – –––––––––––– –––––––––––– –––––––––––– 11. Discontinued operations
Gain on disposal of discontinued operations During 2016 the Group disposed of four of its subsidiaries by way of a distribution in specie. The purpose of distribution was for the Group to focus on developing its mineral exploration business. The subsidiaries whose activities were divested were that of FCA regulated fund management, consultancy services and turn around investment opportunities. The distribution in specie allowed for the two distinct areas of activity to be segregated whilst allowing the existing shareholders to retain full and pro rata ownership of the divested subsidiaries.
Upon distribution net assets of the subsidiaries disposed amounted to £75,408. The distribution made amounted to £100,000 resulting in a profit to the Group of £24,592. A merger reserve equal to the value of the distribution was created upon disposal.
193 12. Earnings per share 2016 2015 2014 Number Number Number Weighted average number of ordinary shares for basic earnings per share 83,609,646 82,591,049 78,654,800 – Weighted average number outstanding share options 7,462,200 6,437,200 9,773,000 –––––––––––– –––––––––––– –––––––––––– Weighted average number of ordinary shares for diluted earnings per share 91,071,846 89,028,249 88,391,800 –––––––––––– –––––––––––– ––––––––––––
Earnings £ £ £ Continuing operations Loss/profit for the period from continued operations (970,710) 426,660 (1,364,180) Less non-controlling interests 4,575 33,570 41,602 –––––––––––– –––––––––––– –––––––––––– Earnings for basic and diluted earnings per share being net profit attributable to equity shareholders of the company for continued operations (966,135) 460,230 (1,322,578) –––––––––––– –––––––––––– ––––––––––––
Discontinued operations Profit/loss for the period from discontinued operations 317,044 – – Less non-controlling interests – – – –––––––––––– –––––––––––– –––––––––––– Earnings for basic and diluted earnings per share being net profit attributable to equity shareholders of the company for discontinued operations 317,044 – – –––––––––––– –––––––––––– ––––––––––––
Basic earnings pence per share From continuing operations (1.16) (0.52) (1.681) From discontinued operations 0.38 – – –––––––––––– –––––––––––– –––––––––––– (0.78) (0.52) (1.681) –––––––––––– –––––––––––– ––––––––––––
Diluted earnings pence per share From continuing operations (1.07) (0.48) (1.496) From discontinued operations 0.35 – – (0.72) (0.48) (1.496) –––––––––––– –––––––––––– ––––––––––––
As set out in Note 34 ‘Events after the reporting date’, a subdivision of shares was approved by shareholders on 3rd March 2017 whereby 200 new Ordinary shares were issued for each existing Ordinary A share. Furthermore, the 48,892 B-Class shares (2015: 48,892; 2014: 48,892) were cancelled by a Special Resolution of Shareholders approved on 6th December 2016. In accordance with IAS 33 the weighted average number of shares for the year has been retrospectively adjusted to present the new subdivided number of shares, together with the omission of the cancelled B-Class shares.
194 13. Intangible fixed assets Deferred exploration Goodwill costs Total £ £ £ Cost At 1 January 2016 379,156 90,269 469,425 Additions – 15,371 15,371 Disposals (379,156) – (379,156) –––––––––––– –––––––––––– –––––––––––– At 31 December 2016 – 105,640 105,640 –––––––––––– –––––––––––– –––––––––––– Amortisation and impairment At 1 January 2016 379,156 – 379,156 Disposals (379,156) – (379,156) –––––––––––– –––––––––––– –––––––––––– At 31 December 2016 – – – –––––––––––– –––––––––––– –––––––––––– Carrying amount At 31 December 2016 – 105,640 105,640 –––––––––––– –––––––––––– –––––––––––– At 31 December 2015 – 90,269 90,269 –––––––––––– –––––––––––– –––––––––––– At 31 December 2014 – 80,447 80,447 –––––––––––– –––––––––––– ––––––––––––
Goodwill represented a premium arising on acquisition. It related to those subsidiaries that have been disposed of during 2016 by way of the distribution in specie.
14. Property, plant and equipment Fixtures, Plant and fittings & Computer Motor machinery equipment equipment vehicles Total £ £ £ £ £ Cost At 1 January 2016 240 3,760 43,032 23,140 70,172 Additions – 72 333 – 405 Disposals – – (21,960) – (21,960) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2016 240 3,832 21,405 23,140 48,617 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Depreciation and impairment 190 1,901 40,906 23,140 66,137 Depreciation charged in the year 50 596 1,729 – 2,375 Eliminated in respect of disposals – – (21,960) – (21,960) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2016 240 2,497 20,675 23,140 46,552 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Carrying amount At 31 December 2016 – 1,335 730 – 2,065 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2015 50 1,859 2,126 – 4,035 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– At 31 December 2014 3,246 381 – – 3,627 –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––
195 15. Non-current assets 2016 2015 2014 Notes £ £ £ Investments in subsidiaries 16 – – – Investments carried at fair value 472,394 575 477,766 –––––––––––– –––––––––––– –––––––––––– 472,394 575 477,766 –––––––––––– –––––––––––– ––––––––––––
The Group has not designated any financial assets that are not classified as held for trading as financial assets at fair value through profit and loss.
Fair value of financial assets carried at amortised cost Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial information approximate to their fair values.
Financial assets for which fair value cannot be measured reliably Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses, in line with the accounting policy. Subsidiaries are not held at fair value as there is no active market so cannot be fair value cannot be measured reliably.
Investments carried at fair value comprise listed equity shares. The fair value of these equity shares is determined by reference to published price quotations in and active market.
16. Subsidiaries Details of the Company’s subsidiaries at 31 December 2016 are as follows:
Country of Class of % Held Name of undertaking incorporation Nature of business shares held Direct Indirect Alures Mining Ltd England Holding company Ordinary 100.00 & Wales Auramin Ltd England Gold exploration Ordinary 100.00 & Wales Aterian Resources Ltd England Mineral exploration Ordinary 100.00 & Wales Aeos Energy Ltd England Gold exploration Ordinary 100.00 & Wales Altau Resources Ltd England Copper exploration Ordinary 100.00 & Wales Aluvance Ltd England Mineral exploration Ordinary 97.26 & Wales Altau Resources Ltd Ethiopia Copper exploration Ordinary 100.00 Aeos Resources Ltd Republic of Dormant Ordinary 100.00 Seychelles Altaucam Resources Ltd Republic of Dormant Ordinary 100.00 Seychelles Altau Holdings Ltd Republic of Dormant Ordinary 100.00 Seychelles Avance African Group Ltd Republic of Dormant Ordinary 100.00 Seychelles Aucam Resources Ltd Republic of Dormant Ordinary 100.00 Seychelles Inland Exploration Ltd Republic of Dormant Ordinary 100.00 Seychelles Westcoast Exploration Ltd Republic of Dormant Ordinary 100.00 Seychelles Mansion Resources Ltd Republic of Dormant Ordinary 100.00 Seychelles
196 Country of Class of % Held Name of undertaking incorporation Nature of business shares held Direct Indirect Altar Resources Ltd Republic of Dormant Ordinary 100.00 Seychelles Eagle Resources Ltd Republic of Dormant Ordinary 100.00 Seychelles Enigma Resources Ltd Republic of Dormant Ordinary 100.00 Seychelles Atlas Minerals Ltd Republic of Dormant Ordinary 100.00 Seychelles Atlantic Minerals Ltd Republic of Dormant Ordinary 100.00 Seychelles Alboran Minerals Ltd Republic of Dormant Ordinary 100.00 Seychelles Addax Minerals Ltd Republic of Dormant Ordinary 100.00 Seychelles Akkari Minerals Ltd Republic of Dormant Ordinary 100.00 Seychelles Aures Minerals Ltd Republic of Dormant Ordinary 100.00 Seychelles Azilal Minerals Ltd Republic of Dormant Ordinary 100.00 Seychelles Altus Diamonds Ltd Republic of Dormant Ordinary 100.00 Seychelles Avanor SARL Cote d’Ivoire Dormant Ordinary 97.26 Avanex SARL Cote d’Ivoire Dormant Ordinary 97.26 Bauxex SA Cameroon Dormant Ordinary 97.26 Aucam SA Cameroon Iron exploration Ordinary 97.26 Valnord SA Cameroon Gold exploration Ordinary 100.00 Mining & Exploration Liberia Gold exploration Ordinary 100.00 Services (Liberia) Ltd AF Resources SARL AU Morocco Dormant Ordinary 100.00 Arzu Resources SARL AU Morocco Copper exploration Ordinary 100.00 Adrar Resources SARL AU Morocco Dormant Ordinary 100.00 Altus Mining (SL) Sierra Leone Dormant Ordinary 100.00
The future value of the investments in subsidiaries is dependent on future exploration and commercial success.
17. Trade and other receivables 2016 2015 2014 Amounts falling due within 1 year: £ £ £ Trade receivables 135,953 438,247 70,579 Unpaid share capital – 12,623 12,623 Other receivables – 9,999 13,857 VAT recoverable 42,808 54,054 – Amounts due from associate undertakings – – – Amounts due from related parties 58,024 – – Prepayments 17,694 54,286 78,986 –––––––––––– –––––––––––– –––––––––––– 254,479 569,209 176,045 –––––––––––– –––––––––––– ––––––––––––
Trade receivables – credit risk
Fair value of trade receivables The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
197 Ageing of impaired trade receivables Amounts due from associate undertakings have been impaired to 50 per cent. of the balance owing.
2016 2015 2014 £ £ £ UK pound 143,116 165,960 115,363 Other currencies 111,363 403,249 60,708 –––––––––––– –––––––––––– –––––––––––– Total 254,479 569,209 176,071 –––––––––––– –––––––––––– ––––––––––––
As of 31 December 2016 the Group’s receivables of £254,479 (2015: £569,209; 2014: £176,071) were fully performing.
18. Investments 2016 2015 2014 £ £ £ Listed investments – 189,876 102,989 –––––––––––– –––––––––––– ––––––––––––
Listed investments comprise listed equity shares. The fair value of these equity shares is determined by reference to published price quotations in an active market.
19. Other creditors falling due within one year 2016 2015 2014 £ £ £ Trade payables 23,146 84,357 54,524 Other payables 16,058 16,797 20,924 Accruals and deferred income 284,659 101,372 82,015 –––––––––––– –––––––––––– –––––––––––– 323,863 202,526 157,463 –––––––––––– –––––––––––– ––––––––––––
2016 2015 2014 £ £ £ UK pound 299,040 108,342 143,722 Other currencies 24,823 94,184 13,741 –––––––––––– –––––––––––– –––––––––––– Total 323,863 202,526 157,463 –––––––––––– –––––––––––– ––––––––––––
20. Provisions for liabilities 2016 2015 2014 £ £ £ Dilapidation provision 15,000 15,000 15,000 –––––––––––– –––––––––––– ––––––––––––
A provision has been recognised in accordance with IAS 37 in respect of the Company’s obligation to its landlord for dilapidations on the expiry of its lease. The provision has been recognised because there is an obligation at the reporting date as a result of an onerous contract, where outflow is probable to settle the obligation and a reliable estimate can be made.
198 21. Retirement benefit schemes 2016 2015 2014 Defined contribution schemes £ £ £ Charge to profit and loss in respect of defined contribution schemes 127,457 34,097 48,696 –––––––––––– –––––––––––– ––––––––––––
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
22. Share Options
Non-EMI Share Options The total number of non-EMI share options over Ordinary shares outstanding at 31 December 2016 was 8,170. These share options were as follows:
Exercise Number/ Exercise/ 31 December Date of grant/exercisable from price granted cancelled 2016 1 September 2007 £7.50 1,600 – 1,600 17 November 2007 £15.00 1,800 (800) 1,000 8 November 2009 £10.00 1,000 – 1,000 21 September 2010 £10.00 600 (600) – 21 September 2010 £15.00 600 (600) – 11 January 2012 £4.70 7,354 (2,784) 4,570 –––––––––––– –––––––––––– –––––––––––– Total 12,954 (4,784) 8,170 –––––––––––– –––––––––––– –––––––––––– The non-EMI share options held by directors, employees and non-employees as at 31 December 2016 were as follows:
Exercise David Non- Total Date of grant/exercisable from price Netherway employees granted 1 September 2007 £7.50 – 1,600 1,600 17 November 2007 £15.00 – 1,000 1,000 8 November 2009 £10.00 – 1,000 1,000 21 September 2010 £10.00 – – – 21 September 2010 £15.00 – – – 11 January 2012 £4.70 4,570 – 4,570 –––––––––––– –––––––––––– –––––––––––– Total 4,570 3,600 8,170 –––––––––––– –––––––––––– –––––––––––– The weighted average of the exercise price per share of the non-EMI share options as at 31 December 2016 was £7.16.
Approved EMI Share Options The total number of approved EMI share options over Ordinary shares outstanding at 31 December 2016 was 29,141. These share options were as follows:
Exercise Number/ Exercise/ 31 December Date of grant/exercisable from price granted cancelled 2016 11 January 2012 £4.70 19,232 – 19,232 11 January 2016 £6.00 9,909 – 9,909 –––––––––––– –––––––––––– –––––––––––– Total 29,141 – 29,141 –––––––––––– –––––––––––– ––––––––––––
199 The approved EMI share options held by directors, employees and non-employees as at 31 December 2016 were as follows:
Date of grant/ Exercise Matthew Steven Total exercisable from price Grainger Poulton Employees granted 11 January 2012 £4.70 13,089 – 6,143 19,232 11 January 2016 £6.00 – 2,784 7,125 9,909 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total 13,089 2,784 13,268 29,141 –––––––––––– –––––––––––– –––––––––––– –––––––––––– The weighted average of the exercise price per share of these approved share options as at 31 December 2016 was £5.14.
The total share options held by directors as at 31 December 2016 were as follows:
David Steven Matthew Total EMI & Non-EMI Share Options Netherway Poulton Grainger granted EMI share options – 2,784 13,089 15,873 Non-EMI share options 4,570 – – 4,570 –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total 4,570 2,784 13,089 20,443 –––––––––––– –––––––––––– –––––––––––– –––––––––––– 23. Share-based payment transactions
Group and Company The weighted average fair value of options granted in the year was determined using the Black Scholes option pricing model.
2016 2015 2014 Weighted average share price £3.82 – – Weighted average exercise price £6.00 – – Expected volatility 20.00% – – Expected life 2 Years – – Risk free rate 1.32% – – Expected dividends yields – – – –––––––––––– –––––––––––– ––––––––––––
2016 2015 2014 £ £ £ Expenses recognised in the year Arising from equity settled share based payment transactions 3,398 – – –––––––––––– –––––––––––– ––––––––––––
24. Share capital 2016 2015 2014 £ £ £ Ordinary share capital Issued and fully paid 418,104 Ordinary A shares of 25p each 104,526 104,173 98,434 Ordinary B shares of 25p each – 12,223 12,223 –––––––––––– –––––––––––– –––––––––––– 104,526 116,396 110,657 –––––––––––– –––––––––––– ––––––––––––
200 Reconciliation of movements during the year: Ordinary A Ordinary B Shares Shares Number Number At 1 January 2016 416,692 48,892 Issue of fully paid shares 1,412 – Cancelled – (48,892) –––––––––––– –––––––––––– At 31 December 2016 418,104 – –––––––––––– ––––––––––––
As detailed within note 34 of this historical financial information, a resolution was passed post 31 December 2016 for a subdivision of existing issued share capital on the basis of 200 new ordinary shares of £ 0.00125 each for each existing ordinary share of £0.25 each.
25. Share premium account 2016 2015 2014 £ £ £ At beginning of year 5,748,597 5,388,761 5,357,880 Issue of new shares – 356,466 – Other movements 21,993 3,370 30,881 –––––––––––– –––––––––––– –––––––––––– At end of year 5,770,590 5,748,597 5,388,761 –––––––––––– –––––––––––– ––––––––––––
26. Other reserves Share based Merger payment reserve reserve Total £ £ £ At 1 January 2014 – 4,279 4,279 –––––––––––– –––––––––––– –––––––––––– Additions – – – –––––––––––– –––––––––––– –––––––––––– At 31 December 2014 – 4,279 4,279 –––––––––––– –––––––––––– –––––––––––– At 31 December 2015 – 4,279 4,279 Additions – – – –––––––––––– –––––––––––– –––––––––––– At 1 January 2015 – 4,279 4,279 At 31 December 2015 – 4,279 4,279 Additions (100,000) 3,398 (96,602 –––––––––––– –––––––––––– –––––––––––– At 31 December 2016 (100,000) 7,677 (92,323) –––––––––––– –––––––––––– ––––––––––––
During 2016, a merger reserve was created upon disposal of four of the Company’s subsidiaries by way of a distribution in specie to the Company’s shareholders.
27. Retained earnings 2016 2015 2014 £ £ £ At the beginning of the year (4,158,748) (3,698,518) (2,351,891) (Loss)/profit for the year (649,091) (427,502) (1,322,578) Other comprehensive income attributable to non-controlling interests – (32,728) (24,049) –––––––––––– –––––––––––– –––––––––––– At end of year (4,807,839) (4,158,748) (3,698,518) –––––––––––– –––––––––––– ––––––––––––
201 28. Operating lease commitments
Lessee At the reporting end date the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2016 2015 2014 £ £ £ Between two and five years 26,542 47,500 21,500? –––––––––––– –––––––––––– –––––––––––– 26,542 47,500 21,500 –––––––––––– –––––––––––– ––––––––––––
29. Related party transactions
Remuneration of key management personnel The remuneration of key management personnel, who are also directors, is as follows:
2016 2015 2014 £ £ £ Ordinary share capital Issued and fully paid Aggregate compensation 287,962 195,885 315,650 –––––––––––– –––––––––––– ––––––––––––
All Group transactions have been eliminated on consolidation.
Aegis Asset Management Ltd The company was a wholly owned subsidiary of Altus Exploration Management Limited until ownership changed in 2016. As at 31 December 2016 the balance owing from Aegis Asset Management Ltd is £1,024 (2015: £-; 2014: £-). This is included in other debtors and has been settled after the balance sheet date.
Aegis Asterion Ltd The company was a wholly owned subsidiary of Altus Exploration Management Limited until ownership changed in 2016. As at 31 December 2016 the balance owing from Aegis Asterion Ltd is £57,000 (2015: £-; 2014: £). This is included in other debtors and has been settled after the balance sheet date.
Mr S J Poulton Mr S J Poulton is a director and shareholder of the Company. With the agreement of the board, on 7 July 2016, the Company entered into a loan agreement with Mr S J Poulton in the amount of £325,000 (2015: £-; 2014: £-). The funds were applied to a loan of the same amount and on an arms-length basis to Stellar Diamonds Plc (a company of which Mr S J Poulton is a director). On 4 October 2016 Altus Exploration Management Ltd sold its ownership of the loan it had made to Stellar Diamonds Ltd to Mr S J Poulton at face value, and in turn paid for this with the forgiveness in full of the loan of the same value which he made to Altus Exploration Management Limited.
30. Directors’ transactions Opening Closing balance balance 1 January Amounts 31 December Description % Rate 2016 repaid 2016 £ £ £ Interest free loan – 9,999 (9,999) – –––––––––––– –––––––––––– –––––––––––– 9,999 (9,999) – –––––––––––– –––––––––––– ––––––––––––
202 31. Controlling party There is no ultimate controlling party.
32. Cash generated from Group operations 2016 2015 2014 £ £ £ Loss for the year after tax (653,666) (426,660) (1,364,180)
Adjustments for Taxation charged 174 – – Investment income (307) (438) (303) Amortisation of intangible assets – – 10,301 Gain on disposal of property, plant and equipment – (2,200) – Gain on disposal of intangible assets – (177,340) – Depreciation and impairment of property, plant and equipment 2,375 2,608 11,293 Other gains and losses (294,233) (8,911) 159,334 Equity settled share based payment expense 3,398 – –
Movements in working capital: Decrease/(increase) in trade and other receivables 302,506 (570,505) (37,342) Increase in trade and other payables 144,124 229,406 85,702 –––––––––––– –––––––––––– –––––––––––– Cash absorbed by operations (495,629) (954,040) (1,135,195) –––––––––––– –––––––––––– ––––––––––––
33. Auditors The financial statements presented to the members of the Company as prepared under UK General Accepted Accounting Principles in respect of the years ended 31 December 2014 and 2015 were audited by Critchleys LLP and carried an unqualified audit report. Critchleys LLP address is Beaver House, 23-38 Hythe Bridge Street, Oxford, Oxfordshire, OX1 2EP. Critchleys LLP are registered auditors in the UK and are members of The Institute of Chartered Accountants in England and Wales.
The financial statements presented to the members of the Company as prepared under IFRS as adopted by the European Union in respect of the year ended 31 December 2016 were audited by Critchleys LLP and carried an unqualified audit report.
34. Events after the reporting date On 3 March 2017 a General Meeting of Shareholders was held at which all resolutions were passed. These included inter alia a subdivision of existing issued share capital on the basis of 200 new ordinary shares of £ 0.00125 each for each existing ordinary share of £ 0.25 each. The Directors were authorised to disapply pre-emption rights as provided by the Articles of Association and under S561(1) of the Companies Act 2006. References to ‘B’ shares were removed from the Articles of Association of the Company and any reference to ‘A Shares’ was amended to ‘Ordinary Shares’.
203 PART VI
ADDITIONAL INFORMATION
1 RESPONSIBILITY 1.1 The Directors whose names appear on page 8 of this document, and the Company accept responsibility for the information contained in this Document. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is the case) the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept individual and collective responsibility for compliance with the AIM Rules.
1.2 PKF Littlejohn LLP accepts responsibility for its report set out in Part V of this Document. To the best of the knowledge of PKF Littlejohn LLP, who have taken all reasonable care to ensure that such is the case, the information contained in such report is in accordance with the facts and does not omit anything likely to affect the import of such information.
1.3 SRK Consulting (UK) Limited accepts responsibility for its report set out in Part IV of this Document. To the best of the knowledge of SRK Consulting (UK) Limited, who have taken all reasonable care to ensure that such is the case, the information contained in such report is in accordance with the facts and does not omit anything likely to affect the import of such information.
2. THE COMPANY 2.1 The Company was incorporated and registered in England and Wales with registered number 10746796 on 28 April 2017 as a public company limited by shares under the name Altus Resources plc. The Company changed its name to Altus Strategies plc on 6 June 2017. The principal legislation under which the Company operates is the Act and regulations made under the Act.
2.2 The liability of the Company’s members is limited to the amount, if any, unpaid on the shares held by them.
2.3 The Company is domiciled in the United Kingdom. The registered office of the Company and its principal place of business is at The Orchard Centre, 14 Station Road, Didcot, Oxfordshire, OX11 7LL, United Kingdom (telephone number +44 (0)1235 511 767).
2.4 On 22 June 2017, the Registrar of Companies issued the Company with a certificate to commence business and to borrow.
2.5 The Company has no administrative, management or supervisory bodies other than the Board, the remuneration committee and the audit committee.
2.6 The Company’s website is www.altus-strategies.com.
3. SUBSIDIARIES, CURRENT AND PROPOSED 3.1 The Company will be the management company of the Group and its principal activity following Admission will be to act as the holding company of its subsidiaries and provision of management services to its subsidiaries and the Group’s JV partners.
3.2 Following Admission, the Company will have one wholly owned subsidiary the details of which are set out below:
Company Name Principal Activity Company Number Altus Exploration Management Limited Holding company 06317236
3.3 Altus Exploration Management Limited changed its name from Altus Strategies Limited on 5 June 2017. It will in turn have seven wholly-owned subsidiaries (subject to the minority shareholdings noted below), six of which are registered in England and Wales and whose details are set out in paragraphs
204 3.4 to 3.9 below. One subsidiary, Altus Diamonds Limited (IBC 157656), is registered in the Republic of Seychelles and has one wholly owned subsidiary Altus Mining Ltd (001169) (dormant) which is registered in Sierra Leone.
Company Name Principal Activity Company Number Aeos Gold Limited Licence applications in the Ivory Coast 6562809 Altau Resources Limited Mineral project development in Ethiopia 6569655 Aluvance Limited Bauxite and iron exploration in Cameroon 6569731 and copper exploration in Ethiopia Alures Mining Limited Dormant 8317736 Auramin Limited Gold exploration in Cameroon and Liberia 8317790 Aterian Resources Limited Copper and silver exploration in Morocco 8371887 Altus Diamonds Limited Dormant 157656
3.4 Aeos Gold Limited has one wholly owned subsidiary Aeos Resources Ltd, registered in the Republic of Seychelles (IBC 095603) (dormant) which in turn has one wholly owned subsidiary company AuCrest SARL registered in the Ivory Coast (CI-ABJ-2017-B-8449).
3.5 Altau Resources Limited has two wholly-owned subsidiaries, being Altaucam Resources Ltd, registered in the Republic of Seychelles (IBC 095603) (dormant) and Altau Holdings Limited registered in the Republic of Seychelles (IBC 04812). Altau Holdings Limited in turn has one wholly owned subsidiary being Altau Resources Limited, registered in Ethiopia (TIN 0016 357577) which holds the Tigray-Afar Licence.
3.6 Aluvance Limited has two subsidiaries and one branch company being Aluvance PLC, registered in Ethiopia (TIN 0016964850) which holds the Negash licence. The two subsidiaries are Avance African Group Limited, (IBC048181) and Aucam Resources Limited (IBC050702), each registered in the Republic of Seychelles. Avance African Group Limited in turn has three wholly owned subsidiaries two of which are registered in the Ivory Coast being Avanor SARL (CI-ABJ-08-D-6073) (dormant) and Avanex SARL (CI-ABJ-08-D-6066) (dormant) and Bauxex SA (RC/YAO/2012/B/678) (dormant) which is registered in Cameroon. Aucam Resources Limited in turn has one subsidiary being Aucam SA (RCY12B287) which is registered in Cameroon and holds the Birsok and Mandoum Project and the Bikoula Project. Aluvance Limited is owned 97.3 per cent. by Altus Exploration Management Limited and 2.7 per cent. by Diane Acha-Morfaw, a director of Aluvance Limited. Aluvance PLC is wholly owned by Aluvance Limited.
3.7 Alures Mining Limited has two wholly-owned subsidiaries, being Inland Exploration Limited (IBC 116527) (dormant) and Westcoast Exploration Ltd (IBC 1165528) (dormant), each registered in the Republic of Seychelles.
3.8 Auramin Limited has four subsidiaries, being Mansion Resources Ltd (IBC 054337), Altar Resources Ltd (IBC 095804), Eagle Resources Ltd (IBC 116526) (dormant) and Enigma Resources Ltd (IBC 116525) (dormant) each registered in the Republic of Seychelles. Mansion Resources Limited is owned as to 99 per cent., by Auramin Limited and as to 1 per cent. by Diane Acha-Morfaw, a local director of Aluvance Ltd. Mansion Resources Limited has one wholly owned subsidiary Valnord SA (RC/YAO/2012/B/677) which is registered in Cameroon and holds the Laboum Project. Altar Resources Ltd is owned as to 100 per cent., by Auramin Limited. Altar Resources Limited has one wholly owned subsidiary Mining & Exploration Services (Liberia) Ltd (TIN: 431115000) which is registered in Liberia and holds the Bella Yella Project.
3.9 Aterian Resources Limited has seven wholly-owned subsidiaries, being Atlas Minerals Ltd (IBC 118733), Atlantic Minerals Ltd (IBC 118732), Alboran Minerals Ltd (IBC 143479), Addax Minerals Ltd (IBC152828) (dormant), Akkari Minerals Ltd (IBC 152699) (dormant), Aures Minerals Ltd (IBC152700) (dormant) and Azilal Minerals Ltd (IBC152701) (dormant) each registered in the Republic of Seychelles. Atlas Minerals Ltd has one wholly owned subsidiary AF Resources SARL AU (105197) which is registered in Morocco and holds the Ment and Oulmes Projects. Atlantic Minerals Ltd has two wholly owned subsidiaries each of which is registered in Morocco; being Azru Resources SARL AU (97899) which holds the Agdz Project and Ardar Resources SARL AU (105177) which holds the Takzim
205 Project. Alboran Minerals Ltd has one wholly owned subsidiary Aza Minerals SARL AU (105179) which is registered in Morocco and holds the Ouarzazate Project.
3.10 Save as disclosed in paragraphs 3.1 to 3.9 above, there are no undertakings in which the Company has a capital interest likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses.
4. SHARE CAPITAL 4.1 The Company has unlimited authorised share capital.
4.2 Set out below are details of the Ordinary Shares in issue (i) as at the date of this Document and (ii) immediately following the Admission:
As at the date of this Document As at Admission Number Nominal Value Number Nominal Value 96,580,814 1 pence 107,680,814 1 pence
4.3 The share capital history of the Company during the period from 28 April 2017 (the date of incorporation of the Company) to the date of this Document is as follows: 4.3.1 The Company was incorporated as Altus Resources plc on 28 April 2017 at which time there were in issue 2 ordinary shares of 1 pence each in the capital of the Company issued credited as fully paid to the subscribers to the Memorandum of Association held by Cargil Management Services Limited. 4.3.2 On 28 April 2017, Cargil Management Services Limited transferred 1 Ordinary Share to Steven Poulton and 1 Ordinary Share to Matthew Grainger. 4.3.3 On 14 June 2017 the following resolutions were passed by the Company: 4.3.4 The Directors were generally and unconditionally authorised, in accordance with section 551 of the Act to exercise all the powers of the Company to allot relevant securities comprising equity securities (as defined by section 560 of the Act) up to an aggregate nominal amount of: (a) £1,197,475 in respect of the Share Exchange Shares, the Placing Shares and the Sprott Subscription; and (b) £798,316. The authorities shall, unless renewed, varied or revoked by the Company, expire on the date which is 18 months after the date on which the resolution was passed or, if earlier, the date of the next annual general meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authorities conferred by this resolution has expired. 4.3.5 The Directors were generally and unconditionally empowered, pursuant to section 570 of the Act, to allot equity securities (as defined by section 560 of the Act) for cash: (a) either pursuant to the authority conferred by paragraph 4.3.4(a) above or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment; and (b) either pursuant to the authority conferred by paragraph 4.3.4(b) above or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to: (i) the allotment of equity securities pursuant to an offer or issue by way of rights, open offer or other pre-emptive offer:
206 (A) to the holders of Ordinary Shares and other persons entitled to participate therein in proportion (as nearly as may be practicable) to their respective holdings; (B) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and (ii) (otherwise than pursuant to paragraph 4.3.5(b)(i) above) equity securities up to an aggregate nominal amount of £239,494.
These powers shall expire (if not previously expired by non-fulfilment of conditions) on the date which is 18 months after the date on which the resolution was passed or, if earlier, the conclusion of the Company’s next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
4.4 The provisions of section 561(1) of the Act confer on Shareholders rights of pre-emption in respect of the allotment of securities which are, or are to be, paid up in cash (other than by way of allotments to employees under any employee share scheme as defined in section 1166 of the Act). Subject to certain limited exceptions, unless the approval of Shareholders is obtained in a general meeting of the Company, the Company must normally offer Ordinary Shares to be issued for cash to existing Shareholders on a pro rata basis.
4.5 The Ordinary Shares in issue on Admission will be in registered form and, following Admission, will be capable of being held in uncertificated form. In the case of Ordinary Shares held in uncertificated form, the Articles permit the holding and transfer of Ordinary Shares under CREST. CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by certificate and transferred otherwise than by written instrument. The Directors will apply for the Ordinary Shares to be admitted to CREST. The records in respect of Ordinary Shares held in uncertificated form will be maintained by Euroclear UK & Ireland Limited and the Company’s registrar, Computershare Investor Services PLC (details of whom are set out on page 8 of this Document).
4.6 It is anticipated that, where appropriate, share certificates will be despatched by recorded post within ten business days of Admission, at the Shareholders’ own risk. Temporary documents of title will not be issued. Prior to the despatch of definitive share certificates, transfers will be certified against the register.
4.7 The International Security Identification Number (“ISIN”) of the Ordinary Shares is GB00BVT26M80 and the Stock Exchange Daily Official List (“SEDOL”) number is BVT26M8 and The Legal Entity Identifier (“LEI”) number is 213800IP93D9LMFFIUA28.
4.8 The legislation under which the Placing Shares and Sprott Subscription Shares will be issued is the Act and regulations made under the Act.
4.9 The Ordinary Shares are denominated in sterling.
4.10 Following the Placing, the Sprott Subscription and Admission (assuming all the Placing Shares are subscribed for pursuant to the Placing and the Sprott Subscription Shares pursuant to the Sprott Subscription), the Existing Ordinary Shares will represent approximately 89.7 per cent. of the Enlarged Share Capital.
4.11 The Placing Shares and Sprott Subscription Shares will, on Admission, rank pari passu in all respects with the other Ordinary Shares in issue and will rank in full for all dividends and distributions declared, made or paid after Admission on the issued ordinary share capital of the Company.
207 4.12 Save as disclosed in this paragraph 4 and in paragraph 15.14, 15.14.4 and 15.14.5 below, as at the date of this Document: 4.12.1 the Company does not hold any treasury shares and no Ordinary Shares are held by, or on behalf of, any member of the Group; 4.12.2 no shares have been issued otherwise than as fully paid; 4.12.3 the Company has no outstanding convertible securities, exchangeable securities or securities with warrants; 4.12.4 the Company has given no undertaking to increase its share capital; 4.12.5 no share or loan capital of any member of the Group is under option or is agreed, conditionally or unconditionally, to be put under option; and 4.12.6 there is no class of shares in issue other than Ordinary Shares.
4.13 Pursuant to an agreement made between (1) the Company and (2) Charles Douglas-Hamilton on 1 June 2017. Under the terms of the agreement, Mr. Hamilton was appointed Vice President New Business Development and it was agreed that £5,000 of Mr. Hamilton's annual salary of £80,000 will be received in equity. In addition, on the basis that certain key performance indicators are met, Mr. Hamilton will receive up to 200 per cent. of his salary, to be paid 50 per cent. in cash and 50 per cent. in equity.
4.14 Pursuant to an agreement made between (1) Altus Strategies Limited and (2) Christine Heidenberger on 30 May 2017, and subsequently novated to the Company by a deed of novation dated 14 June 2017 (see paragraph 15.14.4 of Part VI for further details), the Company agreed to pay a finders' fee by way of commission in cash or by way of equitable consideration as follows: 4.14.1 On grant of each exploration licence in the Republic of Ivory Coast (“Qualifying Licence”) (with no previous data): US$15,000 in equity of the Company (using the 90 day average £/US$ exchange rate at that time) at the higher of the Placing Price (to be paid within 30 days of Admission), or £0.15 per share if Admission does not occur; 4.14.2 On grant of each Qualifying Licence (with material technical data made available): US$25,000 in equity (using 90 day average £/US$ exchange rate at that time) in the Company at the higher of the Placing Price (to be paid within 30 days of Admission), or £0.15 per share if Admission does not occur; 4.14.3 On commencement of commercial gold production on a Qualifying Licence at the rate of more than 80,000 oz per annum (and this being the minimum name plate production): a payment of US$1,000,000, with 50% of the payment in cash and 50% in equity of the Company at i) if listed, then the higher of the Placing Price, or the 90 day volume weighted average Company share price prior to the commencement of commercial gold production or ii) if not listed, then the higher of £0.50 per share, or the volume weighted price of shares sold by the Company in the previous six months.
5. ARTICLES OF ASSOCIATION The Articles of Association of the Company include provisions to the following effect:
5.1 Objects Section 31 of the Act provides that the objects of a company are unrestricted unless any restrictions are set out in the articles. There are no such restrictions in the Articles and the objects of the Company are therefore unrestricted.
5.2 Voting rights Subject to any special rights or restrictions as to voting attached to any shares or in accordance with the Articles, on a show of hands every member present in person or by representative (in the case of a corporate member) or by proxy shall have one vote and on a poll, every member who is present in person or by representative (in the case of a corporate member) or by proxy shall have one vote for every Ordinary Share of which he is the holder. On a poll, a member (present in person or by
208 representative or by proxy) entitled to more than one vote need not, if he votes, use all of his votes or cast all the votes he uses in the same way.
5.3 Major shareholders (i) Nothing in the Articles confers on major shareholders in the Company any voting rights, which are different to those conferred on the holders of Ordinary Shares as described in paragraph 5.2 above.
(ii) Pursuant to Rule 5 of the DTRs, holders of three per cent. or more of the voting rights of the Company’s issued share capital are required to notify their interest in writing to the Company.
(iii) Pursuant to section 793 of the Act, the Company may by notice in writing require a person whom the Company knows or has reasonable cause to believe to be or, at any time during the three years immediately preceding the date on which the notice is issued, to have been interested in shares comprised in the Company’s issued share capital, to confirm that fact or (as the case may be) to indicate whether or not it is the case, and where that person holds, or has during that time held an interest in shares so comprised, to give such further information as may be required in accordance with sections 793(3), (4) and/or (6) of the Act.
5.4 Transfer of shares (i) Subject to the Articles, the instrument of transfer of an Ordinary Share may be in any usual form or in any other form which the Board may approve.
(ii) The instrument of transfer, if any, must be signed by or on behalf of the transferor and, in the case of a partly paid share, by or on behalf of the transferee. The transferor will be deemed to remain the holder until the name of the transferee is entered in the register in respect of it.
(iii) The Board may refuse to register any transfer of shares: (a) which are not fully paid; (b) which are held in certificated form, unless the instrument of transfer is duly stamped, is deposited at the office or such other place as the directors may appoint and is accompanied by the certificate for the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer; (c) which are held in certificated form, unless the instrument of transfer is in respect of only one class of share; (d) in the event that the proposed transfer is in favour of more than four transferees; and (e) which are held in uncertificated form, in the circumstances set out in the Regulations.
(iv) If the Board refuses to register a transfer it must, within two months after the date on which the transfer was lodged with the Company, send notice of the refusal to the transferor and the transferee.
5.5 Requirement to disclose interests in shares (i) If at any time the Board is satisfied that a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice pursuant to section 793 of the Act and has failed in relation to any shares (the “default shares”) to give the Company the information thereby required within the prescribed period from the date of notice, or in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the Board may, in its absolute discretion at any time thereafter by notice (a “disenfranchisement notice”) to such member direct that: (a) in respect of the shares in relation to which the default occurred (the “default shares”, which expression includes any shares issued after the date of the Section 793 notice in respect of those shares) the member shall not be entitled to attend or vote either personally or by proxy or by representative at a general meeting or at a separate meeting of the holders of that class of shares or on a poll; and
209 (b) where the default shares represent at least 0.25 per cent. in nominal value of the issued shares of their class (calculated exclusive of any shares of that class held as treasury shares), the disenfranchisement notice may additionally direct that in respect of the default shares: (A) no payment shall be made by way of dividend and no share shall be allotted; (B) no transfer of any default share shall be registered unless: (1) the member is not himself in default as regards supplying the information requested and the transfer, when presented for registration, is accompanied by a certificate by the member in such form as the Board may in its absolute discretion require to the effect that, after due and careful enquiry, the member is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer; (2) the transfer is an approved transfer for the purposes of the Articles; or (3) registration of the transfer is required by the CREST Regulations.
(ii) The Company shall send the disenfranchisement notice to each other person appearing to be interested in the default shares, but the failure or omission by the Company to do so shall not invalidate such notice.
(iii) The Board may at any time send a notice cancelling a disenfranchisement notice.
(iv) Any disenfranchisement notice shall cease to have effect not more than seven days after the earlier of receipt by the Company of: (a) a notice of an approved transfer, but only in relation to the shares transferred; or (b) all the information required by the relevant Section 793 notice, in a form satisfactory to the Board.
5.6 Dividends (i) The profits of the Company available for distribution and resolved to be distributed are applied in the payment of dividends to the members in accordance with their respective rights and priorities. The Company in general meeting may declare dividends accordingly provided that no dividend or interim dividend is payable otherwise than in accordance with the provisions of the Act and no dividend may exceed the amount recommended by the Directors.
(ii) Subject to the rights of persons, if any, entitled to shares with preferential or other special rights as to dividends, all dividends must be declared and paid according to the amounts paid up on the shares, otherwise than in advance of a call, in respect of which the dividend is paid. All dividends will be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, except that if any share is issued on terms providing that it carries any particular rights as to dividend, such share will rank for dividend accordingly.
(iii) Subject to the provisions of the Act and of the Articles, the directors may, if they think fit, from time to time pay to the members such interim dividends as appear to the directors to be justified by the distributable profits of the Company. If at any time the share capital of the Company is divided into different classes, the directors may pay such interim dividends in respect of those shares in the capital of the Company which confer on their holders deferred or non-preferred rights, as well as in respect of those shares which confer on their holders preferential rights with regard to dividend. No dividend, whether interim, final or otherwise, may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. The directors may also pay half-yearly, or at other suitable intervals to be settled by them, any dividend which may be payable at a fixed rate if they are of the opinion that the distributable profits justify the payment and if and to the extent that such payment is permitted by the Act. Provided the directors act bona fide, they will not incur any responsibility to the holders of shares conferring a preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferred rights.
210 (iv) The directors may deduct from any dividend or other money payable to any member on or in respect of a share all sums of money, if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company. The Company may cease to send any cheque or warrant through the post for any dividend payable on any shares in the Company which is normally paid in that manner on those shares if, in respect of at least two consecutive dividends payable on those shares, the cheques or warrants have been returned undelivered or remain uncashed or, if following one such occasion, reasonable enquiries have failed to establish any new address of the registered holder. Subject to the provisions of the Articles, the Company must recommence sending cheques or warrants in respect of dividends payable on those shares if the holder or person entitled by transmission claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way.
(v) The directors may retain the dividends payable upon shares in respect of which any person is, under the provisions as to the transmission of shares contained in the Articles, entitled to become a member, or which any person is under those provisions entitled to transfer, until such person becomes a member in respect of such shares or transfers them.
(vi) All dividends, interest or other sums payable and unclaimed for one year, after having been declared, may be invested or otherwise made use of by the directors for the benefit of the Company until claimed and the Company is not constituted a trustee in respect of them. No dividend will bear interest as against the Company.
(vii) Any dividend which has remained unclaimed for a period of 12 years from the date on which it becomes due for payment will, if the directors so resolve, be forfeited and cease to remain owing by the Company and will from then on belong to the Company absolutely.
(viii) Any dividend or other money payable on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the member or person entitled to it and, in the case of joint holders, to any one of such joint holders or to such person and such address as the holder or joint holders may in writing direct. Every such cheque or warrant will be made payable to the order of the person to whom it is sent or to such other person as the holder or joint holders may in writing direct and payment of the cheque or warrant is a good discharge to the Company. Every such cheque or warrant will be sent at the risk of the person entitled to the money.
(ix) If several persons are registered as joint holders of any share any one of them may give effectual receipts for any dividend or other money payable on or in respect of the share.
(x) The Board may, if authorised by an ordinary resolution of the Company, offer any holders of Ordinary Shares, the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of the whole, or some part to be determined by the Board, of any dividend specified by the ordinary resolution.
(xi) A general meeting declaring a dividend may, upon the recommendation of the Directors, direct payment of such dividend wholly or in part by the distribution of specific assets and, in particular, of paid up shares or debentures of the Company or any other company, and the directors must give effect to such resolution. Where any difficulty arises in regard to the distribution, the directors may settle it as they think expedient and, in particular but without limitation, may issue fractional certificates and may fix the value for distribution of such specific assets or any part of them, and may determine that cash payments will be made to any members upon the basis of the value so fixed, in order to adjust the rights of members. They may vest any specific assets in trustees upon trust for the persons entitled to the dividend as may seem expedient to the directors and, generally, may make such arrangements for the allotment, acceptance and sale of such specific assets or fractional certificates, or any part of them, and otherwise as they think fit.
5.7 Distribution of assets on winding up If the Company shall be wound up voluntarily, the liquidator may, with the authority of a special resolution and any sanction required by law, divide among the members (excluding any members holding shares as treasury shares) in kind the whole or any part of the assets of the Company and whether or not the assets consist of property of one kind or of different kinds and may for this purpose
211 set such value as he deems fair on any class or classes of property and may determine on the basis of that valuation and in accordance with the then existing rights of members how such division shall be carried out as between the members or different classes of members. The liquidator may, with the same authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator shall think fit but so that no member shall be compelled to accept any asset in respect of which there is a liability or potential liability.
5.8 General meetings (i) The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year and such annual general meeting shall be held at such time (consistent with the terms of the Act) and place as may be determined by the directors.
(ii) The directors may whenever they think fit, and shall on requisition in accordance with the Act, proceed to convene a general meeting.
(iii) An annual general meeting and each other general meeting of the Company shall be called by notice of at least such length as is required in the circumstances by the Act. The Company may give such notice by any means or combination of means permitted by law.
(iv) Every notice of a general meeting must be in writing and specify the place, the day and the time of meeting, the general nature of the business to be dealt with and, in the case of an annual general meeting, must state that the meeting is an annual general meeting.
5.9 Redemption The Ordinary Shares are not redeemable.
5.10 Stock (i) Subject to the provisions of the Act, the Company may by ordinary resolution reconvert any stock into paid up shares of any denomination.
(ii) The holders of stock may transfer it, or any part of it, in the same manner and subject to the same regulations as would have applied to the shares from which the stock arose if they had not been converted, or as near as circumstances admit. The directors may from time to time, if they think fit, fix the minimum amount of stock transferable provided that such minimum does not exceed the nominal amount of each of the shares from which the stock arose.
(iii) The holders of stock will, according to the amount of the stock held by them, have the same rights, privileges and advantages in all respects as if they held the shares from which the stock arose, provided that no such privilege or advantage, except participation in dividends and profits of the Company and in the assets on a winding up, will be conferred by an amount of stock which would not, if existing in shares, have conferred such privilege or advantage.
5.11 Changes in share capital (i) Any resolution authorising the Company to sub-divide its shares, or any of them, into shares of smaller nominal value may determine that, as between the holders of the shares resulting from such sub-division, one or more of them may have any such preferred or other special rights or be subject to any such restrictions as compared with the others.
(ii) All shares created by a resolution referred to in paragraph 5.11(i) above shall be: (a) subject to all the provisions of the Articles, including without limitation, provisions relating to payment of calls, lien, forfeiture, transfer and transmission; and (b) unclassified, unless otherwise provided by the Articles, by the resolution creating the shares or by the terms of allotment of the shares.
(iii) Whenever as a result of any consolidation of shares any members would become entitled to fractions of a share, the Board may deal with the fractions as it thinks fit and, in particular, may on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the
212 Company) and distribute the net proceeds of sale in due proportion among the members who would have been entitled to the fractions of shares (except that if the amount due to a person is less than five pounds (£5), or each other sum as the Board may decide, the sum may be retained for the benefit of the Company). For the purpose of any such sale, the Board may authorise some person to sign an instrument of transfer of the shares representing the fractions to their purchaser, whose name will be entered in the register of members as the holder of the shares and who will not be bound to see to the application of the purchase money and the title to the shares of such purchaser will not be affected by any irregularity or invalidity in the proceedings in reference to the sale.
5.12 Variation of rights Subject to the provisions of the Act, if at any time the capital of the Company is divided into different classes of shares, all or any of the rights or privileges attached to any class may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated, either in such manner, if any, as may be provided by such rights or, in the absence of any such provision, with the consent in writing of the holders of at least three-quarters in nominal value of the issued shares of that class (excluding any shares held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of that class (but not otherwise).
5.13 Constitution of board of directors Unless and until otherwise determined by the Company by ordinary resolution, the number of directors (other than alternate directors) is not subject to a maximum but shall not be fewer than two.
5.14 Permitted interests of directors and restrictions on voting (i) If a director is in any way, directly or indirectly, interested in a proposed contract with the Company or a contract that has been entered into by the Company, he must declare the nature and extent of that interest to the directors in accordance with the Act, in which case, he may be in any way, directly or indirectly, interested in any contract or arrangement or transaction with the Company and he may hold and be remunerated in respect of any office or place of profit (other than the office of auditor of the Company or any subsidiary thereof) under the Company or any other company in which the Company is in any way interested and he (or any firm of which he is a member) may act in a professional capacity for the Company or any such other company and be remunerated therefor and in any such case as aforesaid (save as otherwise agreed) he may retain for his own absolute use and benefit all profits and advantages accruing to him thereunder or in consequence thereof. For the avoidance of doubt, the Company shall have no claim arising from, or in consequence of, the Director’s interest in any such contract or arrangement or transaction and the director shall not breach any of his duties to the Company as a result of having that interest.
(ii) Save as set out below, a director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has any material interest otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company. A director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.
(iii) Subject to the provisions of the Act, and subject always to the provisions of the Act relating to directors’ conflicts, a director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters, namely: (a) the giving of any security, guarantee or indemnity to him in respect of money lent or obligations incurred by him or by another person at the request of or for the benefit of the Company or any of its subsidiaries; (b) the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security; (c) the giving to him of any indemnity where all other directors are also being offered indemnities on substantially the same terms;
213 (d) the funding by the Company of his expenditure on defending proceedings or the doing by the Company of anything to enable him to avoid incurring such expenditure where all other directors are being offered substantially the same arrangement; (e) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiaries for subscription or purchase in which offer he is or is to be interested as a participant as a holder of shares, debentures or securities or in the underwriting or sub-underwriting thereof; (f) any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he (together with persons connected with him within the meaning of section 252 of the Act) is not the holder of or beneficially interested in one per cent. or more of the issued shares of any class of such company (or of any third company through which his interest is derived) or of the voting rights available to members of the relevant company (any such interest being deemed for the purposes of the Articles to be a material interest in all circumstances); (g) any proposal concerning the purchase and/or maintenance of any insurance policy against any liability of his or under which he may benefit; and (h) any proposal concerning the adoption, modification or operation of a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme or employees’ share scheme which relates both to directors and employees of the Company or any of its subsidiary undertakings and does not provide in respect of any Director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates.
(iv) Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each director separately and in such case each of the directors concerned (if not otherwise debarred from voting) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
(v) The Company may by ordinary resolution suspend or relax the provisions relating to directors’ interests either generally or in respect of any particular matter or ratify any transaction not duly authorised by reason of the contravention thereof.
5.15 Appointment and retirement of directors (i) The Board may appoint any person who is willing to act to be a director, either to fill a casual vacancy or as an additional director, but so that the total number of directors does not at any time exceed the maximum number of directors, if any. Subject to the provisions of the Act and of the Articles, any director so appointed by the Board shall hold office only until the conclusion of the next following annual general meeting and is eligible for election at that meeting.
(ii) No person other than a director retiring at a meeting pursuant to the Articles shall be elected as a director at any general meeting unless: (a) recommended by the Board; or (b) not fewer than seven nor more than 42 clear days before the day appointed for the meeting, there is given to the Company notice signed by a member entitled to attend and vote at the meeting of the intention to propose that person for election stating the particulars which would, if that person were to be elected, be required to be included in the Company’s register of directors together with notice signed by that person of his willingness to be elected.
(iii) At every annual general meeting of the Company, any director: (a) who has been appointed by the Board since the last annual general meeting; (b) who held office at the time of the two preceding annual general meetings and who did not retire at either of them; or
214 (c) who has held office with the Company as a non-executive director (that is, he has not been employed by the Company or held executive office) for a continuous period of nine years or more at the date of the meeting, shall retire from office and may offer himself for election/re-election by the members.
5.16 Remuneration of directors (i) The directors (other than alternate directors) shall be paid such remuneration (by way of fee) for their services as may be determined by the Board. In the case of an executive director, such fees (if any) are payable to him in addition to his remuneration by way of salary, commission, profit participation or otherwise as an executive director.
(ii) The directors’ fees are deemed to accrue from day to day.
(iii) Any director who serves on any committee, or who devotes special attention to the business of the Company, or who otherwise performs services which in the opinion of the Board are outside the scope of the ordinary duties of a director, may be paid such extra remuneration (in addition to any fee payable in accordance with paragraph 5.16 (i) above) by way of salary, participation in profits or otherwise as the Board may determine.
5.17 Borrowing powers (i) The directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part of it, and, subject to the provisions of the Act, to issue debentures and other securities, whether outright or as collateral security, for any debt, liability or obligation of the Company or of any third party.
(ii) The Board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings so as to secure (as regards subsidiary undertakings so far as by such exercise they can secure) that the aggregate principal amount (including any premium payable on final repayment) remaining undischarged of all moneys borrowed by the Group does not at any time without the previous sanction of an ordinary resolution exceed the sum of £50 million.
5.18 Change in control The Articles do not contain any provisions which have the effect of delaying, deferring or preventing a change in control of the Company.
6. INTERESTS OF DIRECTORS AND SIGNIFICANT SHAREHOLDERS 6.1 As at the date of this Document and immediately following Admission, the interests (all of which are beneficial unless otherwise stated), whether direct or indirect, of the Directors and their respective families (within the meaning set out in the AIM Rules) in the issued share capital of the Company and the existence of which is known to or could, with reasonable diligence, be ascertained by the Board are as follows: As at the date of this Document As at Admission Percentage No. of of Existing No. of Percentage Ordinary Ordinary Ordinary of Enlarged Shares held Shares Shares held Share Capital David Netherway4 10,550,600 10.92 10,750,600 9.98 Steven Poulton1 22,854,569 23.66 24,354,569 22,62 Matthew Grainger2 8,347,500 8.64 8,747,500 8.12 Robert Milroy3 250,000 0.26 250,000 0.23
1 Includes 1,600,000 Ordinary Shares held by Susannah Poulton 2 Includes 720,000 Ordinary Shares held by Anna Grainger 3 Held through Milroy Capital Limited a company controlled by Robert Milroy 4 Includes 1,333,400 Ordinary Shares held by Diane Rissik
215 6.2 Save as disclosed in paragraph 6.1 above, none of the Directors has any interest in the share capital of the Company or of any of its subsidiaries nor does any member of his or her family (within the meaning set out in the AIM Rules) have any such interest, whether beneficial or non-beneficial.
6.3 As at the date of this Document and immediately following Admission, and so far as the Directors are aware, the only persons (other than any Director) who are or will be interested, directly or indirectly, in 3 per cent. or more of the issued share capital of the Company are as follows:
As at the date of this Document As at Admission Percentage of Existing No. of Ordinary No. of Percentage Ordinary Share Ordinary of Enlarged Shares held Capital Shares held Share Capital Exploration Capital Partners 2012 14,958,000 15.49 17,458,000 16.21 Limited Partnership Arbitrage Research and Trading 5,031,200 5.21 5,031,200 4.67 SA Limited GS Banque SA* 4,766,800 4.94 5,226,800 4.89 Adam & Co Nominees Limited 4,000,000 4.14 4,000,000 3.71 Navy Blue Investments Ltd 2,500,000 2.59 3,500,000 3.25 *The beneficial owner is Guido Pas.
The voting rights of the Shareholders set out in paragraphs 6.1 and 6.2 do not differ from the voting rights held by other Shareholders.
6.4 Save as disclosed in paragraph 6.3 above and paragraph 9 of Part 1 of this document, none of the Company or the Director are aware of (i) any persons who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company, nor (ii) any arrangements the operation of which may at a subsequent date result in a change in control of the Company.
6.5 The voting rights of the persons listed in paragraph 6.3 above do not differ from the voting rights of any other holder of Ordinary Shares.
6.6 There are no outstanding loans granted by any member of the Group to any Director nor are there any guarantees provided by any member of the Group for the benefit of any Director. There are no outstanding loans or guarantees provided by the Directors to or for the benefit of the Group.
6.7 No Director or any member of a Director’s immediate family has a related financial product (as defined in the AIM Rules) referenced to the Ordinary Shares.
216 6.8 Other than the Company, the Directors hold the following directorships and are partners in the following partnerships and have held the following directorships and been partners in the following partnerships within the five years prior to the date of this Document:
Director Current Previous David Aegis Asset Management Ltd Aeos Energy Ltd Netherway Aegis Asterion Ltd Affcam Ltd Aegis Holdings Ltd Afferro Mining Inc Altau Resources Ltd African Gold Mining Development Altus Exploration Management Ltd Company Alures Mining Ltd Altus Active Value Ltd Aluvance Ltd Altus Global Gold Ltd Aterian Resources Ltd Altus Resource Capital Ltd Auramin Ltd Aureus Mining Inc. Avesoro Resources Inc Camferro Resources Ltd Camalco SA Caminex SA Canyon Resources Ltd Crusader Resources Ltd Isiro Jersey Ltd Fermont Mining Ltd Kilo Gold Mines Ltd Gofe Resources Ltd Gryphon Mauritania Holdings Ltd Gryphon Minerals Ltd Gryphon (Shield) Mining Ltd Gryphon Saboussiri Holdings Ltd Mano River Iron Ore Holdings Ltd Ridgeway Energy Ltd Shield Mining Mauritania sa Shield Saboussiri Mining Mauritania sa
Steven Poulton Addax Minerals Ltd Altus Active Value Ltd Aegis Asset Management Ltd Aegis Asterion Ltd Aegis Exploration Management Ltd Aegis Holdings Ltd Aeos Gold Ltd Aeos Resources Ltd Akkari Minerals Ltd Alboran Minerals Ltd Altar Resources Ltd Altaucam Resources Ltd Altau Holdings Ltd Altau Resources Ltd Altus Diamonds Ltd Altus Exploration Management Ltd Alures Mining Ltd Aluvance Ltd Atlantic Minerals Ltd Atlas Minerals Ltd Aucam Resources Ltd
217 Director Current Previous Steven Poulton Aucam SA (continued) Auramin Ltd Aures Minerals Ltd Avance African Group Ltd Avanex Sarl Avanor Sarl Azilal Minerals Ltd Bauxex SA Eagle Resources Ltd Enigma Resources Ltd Exploration Capital Ltd Inland Exploration Ltd Mansion Minerals Limited Mansion Resources Ltd Mineral Exploration Services (Liberia) Inc Oxford Mining Club Ltd Stellar Diamonds Plc Valnord SA Westcoast Exploration Ltd Withervey Ltd
Matthew Grainger Addax Minerals Ltd Altus Active Value Ltd Aegis Asset Management Ltd Aegis Asterion Ltd Aegis Exploration Management Ltd Aegis Holdings Ltd Aeos Gold Ltd Akkari Minerals Ltd Alboran Minerals Ltd Altar Resources Ltd Altaucam Resources Ltd Altau Holdings Ltd Altau Resources Ltd Altus Diamonds Ltd Altus Exploration Management Limited Alures Mining Ltd Aluvance Ltd Aterian Resources Ltd Atlantic Minerals Ltd Atlas Minerals Ltd Aucam SA Aucam Resources Ltd Avance African Group Ltd Auramin Ltd Aures Minerals Ltd Azilal Minerals Ltd
218 Director Current Previous Matthew Grainger Bauxex SA (continued) Eagle Resources Ltd Enigma Resources Ltd Inland Exploration Ltd Mansion Minerals Limited Mansion Resources Ltd Mineral Exploration Services (Liberia) Inc Oxford Mining Club Ltd Valnord SA Westcoast Exploration Ltd
Robert Milroy Altus Exploration Management Ltd Altus Global Gold Ltd Energy Ventures III (GP) Ltd Altus Resource Capital Ltd Energy Ventures IV (GP) Ltd Corazon Fund Management Ltd Energy Ventures V (GP) Ltd Dampfeet Investments Ltd Genuity Energy Ltd Island Waste Ltd Milroy Capital Ltd Longue Hougue Project Development RBL Aviation Ltd Company Ltd Zeropex Group Ltd Miloil Inc
6.9 As at the date of this Document none of the Directors, save as disclosed in paragraph 6.10 below: 6.9.1 has any unspent convictions in relation to any indictable offences; or 6.9.2 has been bankrupt or entered into an individual voluntary arrangement; or 6.9.3 was a director of any company at the time of or within 12 months preceding any receivership, compulsory liquidation, creditors voluntary liquidation, administration, company voluntary arrangement or any composition or arrangement with that company’s creditors generally or with any class of its creditors; or 6.9.4 has been a partner in a partnership at the time of or within 12 months preceding any compulsory liquidation, administration or partnership voluntary arrangement of such partnership; or 6.9.5 has had his assets the subject of any receivership or has been a partner of a partnership at the time of or within 12 months preceding any assets thereof being the subject of a receivership; or 6.9.6 has been subject to any public criticism by any statutory or regulatory authority (including any designated professional body) nor has ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of a company.
6.10 The following matter is disclosed against paragraph 6.9 above; 6.10.1 Robert Milroy was a director of Canadian Ponderay Energy Ltd (“Canadian Ponderay”), a Canadian oil and gas services company, within 12 months of Canadian Ponderay entering into receivership. On 16 March 1983, Touche Ross Limited was appointed as the receiver to Canadian Ponderay following several defaults by Canadian Ponderay in the performance of its obligations under the terms of a debenture to secure the sum of C$500,000 granted by Canadian Ponderay to Cancom Management Limited on 30 April 1982. Touche Ross were discharged as receiver on 22 May 1986, having completed their duties by 21 March 1986 and having repaid creditors and repaid C$350,271 to the Cancom Equity Fund, the debenture holder. No public criticism was made of Mr. Milroy in connection with the receivership.
219 6.10.2 Robert Milroy had an order for bankruptcy made against him in 1985 as a result of a funder calling upon a personal guarantee which Mr. Milroy had given in support of the financial obligations of Canadian Ponderay to the funder. Mr. Milroy was discharged from the bankruptcy after about six months. No public criticism was made of Mr. Milroy in connection with the bankruptcy.
6.11 The business address of each of the Directors is The Orchard Centre, 14 Station Road, Didcot, Oxfordshire, OX11 7LL, United Kingdom.
7. DIRECTORS’ SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT Each of the executive directors has a service agreement with the Company. Details of these service agreements are set out below:
7.1 Steven Poulton Steven Poulton was appointed Chief Executive of the Company on 28 April 2017 and entered into a service agreement with the Company on 3 August 2017. The agreement is for an initial period of 12 months expiring on the first anniversary of Admission and may be terminated on 3 months’ written notice by either party. Under the terms of this agreement, Mr. Poulton’s salary is £81,000 per annum which is subject to annual review by the Board. The salary will be payable as £25,000 per annum in cash with £56,000 payable in shares of the Company. The issue price is the monthly VWAP of the Company’s shares for the period which the Shares are payable. The shares may not be issued and allotted by the Company to the director at any time when (a) the Company is in a Closed Period (as defined under MAR); or (b) when the director and any persons acting in concert with him would, as a result of the issue of the Shares, be required to extend offers to the holders of any class of Shares in the Company in accordance with Rule 9 of the City Code. The Board may in its absolute discretion pay to Mr. Poulton a bonus of such amount, at such intervals and subject to such conditions as the Board may in its absolute discretion determine from time to time. There are provisions in the service agreement requiring Mr. Poulton to keep information about the Group confidential and to protect the Group’s intellectual property rights. The service agreement contains various restrictive covenants relating to non-competition and non-interference with suppliers for a period of 12 months following termination of his employment and also non-solicitation of key employees for a period of 12 months following termination of his employment.
7.2 Matthew Grainger Matthew Grainger was appointed as an executive director of the Company on 28 April 2017 and entered into a service agreement with the Company on 3 August 2017. The agreement is for an initial period of 12 months expiring on the first anniversary of Admission and may be terminated on 3 months’ written notice by either party. Under the terms of this agreement, Mr. Grainger’s salary is £81,000 per annum which is subject to annual review by the Board. The salary will be payable as £50,000 per annum in cash with £31,000 payable in shares of the Company. The issue price is the monthly VWAP of the Company’s shares for the period which the Shares are payable. The shares may not be issued and allotted by the Company to the director at any time when (a) the Company is in a Closed Period (as defined under MAR); or (b) when the director and any persons acting in concert with him would, as a result of the issue of the Shares, be required to extend offers to the holders of any class of Shares in the Company in accordance with Rule 9 of the City Code. The Board may in its absolute discretion pay to Mr Grainger a bonus of such amount, at such intervals and subject to such conditions as the Board may in its absolute discretion determine from time to time. There are provisions in the service agreement requiring Mr. Grainger to keep information about the Group confidential and to protect the Group’s intellectual property rights. The service agreement contains various restrictive covenants relating to non-competition and non-interference with suppliers for a period of 12 months following termination of his employment and also non-solicitation of key employees for a period of 12 months following termination of his employment.
Each of the non-executive directors has entered into a letter of appointment with the Company. Details of these letters of appointment are set out below:
220 7.3 David Netherway David Netherway was appointed as a non-executive director of the Company on 21 May 2017 and entered into a letter of appointment with the Company on 3 August 2017. Under the terms of the letter, Mr. Netherway is appointed as non-executive chairman for an initial period of 12 months from the date of Admission unless terminated by either party giving 3 months’ written notice. Under the terms of the letter, Mr. Netherway is entitled to an annual fee of £30,000 with an additional £2,500 for serving on the Audit Committee and £2,500 for serving on the Remuneration Committee payable in shares of the Company. The issue price is the monthly VWAP of the Company’s shares for the period which the Shares are payable. The shares may not be issued and allotted by the Company to the director at any time when (a) the Company is in a Closed Period (as defined under MAR); or (b) when the director and any persons acting in concert with him would, as a result of the issue of the Shares, be required to extend offers to the holders of any class of Shares in the Company in accordance with Rule 9 of the City Code.
7.4 Robert Milroy Robert Milroy was appointed as a non-executive director of the Company on 21 May 2017 and entered into a letter of appointment with the Company on 3 August 2017. Under the terms of the letter, Mr. Milroy is appointed as a non-executive director for an initial period of 12 months from the date of Admission unless terminated by either party giving 3 months’ written notice. Under the terms of the letter, Mr. Milroy is entitled to an annual fee of £15,000, with an additional £5,000 for serving on and being Chairman of the Audit Committee, and £5,000 for serving on and being Chairman of the Remuneration Committee payable in shares of the Company. The issue price is the monthly VWAP of the Company’s shares for the period which the Shares are payable. The shares may not be issued and alloted by the Company to the director at any time when (a) the Company is in a Closed Period (as defined under MAR); or (b) when the director and any persons acting in concert with him would, as a result of the issue of the Shares, be required to extend offers to the holders of any class of Shares in the Company in accordance with Rule 9 of the City Code.
7.5 As a member of senior management, Jeffrey Karoly was appointed as Company Secretary on 28 April 2017 and subsequently entered into an agreement with the Company on 15 June 2017 relating to his appointment as Chief Financial Officer and Company Secretary. Under the terms of the agreement, Mr. Karoly is expected to work a minimum of 20 hours per week, is entitled an annual fee of £60,000 and his role can be terminated by either party giving three months’ written notice.
7.6 Save as disclosed in paragraphs 7.1 to 7.4 above, there are no service agreements in existence between any of the Directors and the Company or any of its subsidiaries providing for benefits upon termination of employment.
7.7 There are no arrangements under which any Director has waived or agreed to waive future emoluments.
8. EMPLOYEES 8.1 As at the date of this Document, other than the Directors and Jeffrey Karoly, the Company has no employees, and has had no such employees since the date of incorporation.
8.2 Details of the average number of the employees of the Altus Exploration Management Limited and its subsidiaries during each of the three financial periods covered by the historical financial information of the Group in Part V of this Document is as follows: Year ended 31 December 2016 2015 2014 Number Number Number Directors 4 4 5 Employees 24 26 11 –––––––––––– –––––––––––– –––––––––––– Total 28 30 16 –––––––––––– –––––––––––– ––––––––––––
221 9. RELATED PARTY TRANSACTIONS 9.1 Save as disclosed in paragraphs 9.3 to 9.6 of this Part VI and referred to in the financial statements set out in Part V of this Document, no member of the Group entered into a transaction with a related party during the period covered by the historical financial information set out in Part V of this Document and up to the date of this Document.
9.2 None of the Directors has any interest, direct or indirect, in any assets which have been acquired by, disposed of by, or leased to, any member of the Group or which are proposed to be acquired by, disposed of by, or leased to, any member of the Group.
9.3 On 3 August 2017, the Company entered into a relationship agreement with Steven Poulton to regulate aspects of the continuing relationship between the Company and Steven Poulton, further details of which are set out at paragraph 15.11 of Part VI of this Document
9.4 On May 19 2017, a farm-in and unincorporated joint venture agreement between Altus Strategies Limited and Canyon (full details of which are set out at paragraph 15.14.2 of Part VI), was varied by a letter agreement to vary certain terms of the agreement. Altus Strategies Limited holds 8,000,000 shares in Canyon. David Netherway is Chairman and was at the time, a shareholder of Altus Strategies Limited and Chairman and a shareholder of Canyon.
9.5 On 7 June 2016, a loan agreement was made between (1) Altus Strategies Limited and (2) Steven Poulton (the “Altus Loan”) pursuant to which Altus Strategies Limited borrowed £325,000 from Steven Poulton (0 per cent. interest per annum). Steven Poulton is a director and was at the time, a shareholder of Altus Strategies Limited. The loan has been satisfied as detailed in paragraph 9.7 below.
9.6 On 8 June 2016, a loan agreement was made between (1) Stellar Diamonds Plc (“Stellar Diamonds”) and (2) Altus Strategies Limited and Deutsche Balaton AG (the “Lenders”) (the “Stellar Loan”) pursuant to which Stellar Diamonds borrowed a total of £465,000 from the Lenders (of which Altus Strategies Limited lent £325,000). Steven Poulton is a director and was at the time, a shareholder of Altus Strategies Limited and a director and shareholder of Stellar Diamonds.
9.7 On 4 October 2016, an agreement was made between (1) Altus Strategies Limited and (2) Steven Poulton pursuant to which Steven Poulton acquired Altus Strategies Limited’s entire interest in the Stellar Loan at face value in consideration for full and final settlement of the loan as detailed in paragraph 9.5 above. Steven Poulton is a director and was at the same time, a shareholder of Altus Strategies Limited.
9.8 On 8 May 2015, a loan agreement was made between (1) Matthew Grainger and (2) Altus Strategies Limited pursuant to which Altus Strategies Limited lent Matthew Grainger £9,999 on a secured basis (secured against Matthew Grainger’s shares in Altus Strategies Limited). The loan was repaid, in full on 25 October 2016. Matthew Grainger is a director and was at the time, a shareholder of Altus Strategies Limited.
10. TAXATION The following paragraphs are intended as a general guide only and are based on current United Kingdom legislation and HMRC published practice as at the date of this Document. Such law and practice (including, without limitation, rates of tax) is in principle subject to change at any time, possibly with retrospective effect. Except where the position of non-United Kingdom resident Shareholders is expressly referred to, these comments deal only with the position of Shareholders who are resident and, in the case of individuals, domiciled in the United Kingdom for tax purposes, who are the beneficial owners of their Ordinary Shares and who hold their Ordinary Shares as an investment. They do not deal with the position of certain classes of Shareholders such as officers or employees of the Company, dealers in securities, broker-dealers, insurance companies, collective investment schemes, financial institutions, tax exempt organisations and holders that hold (either directly or indirectly) 10 per cent. or more of the shares in the Company. The following paragraphs are not exhaustive and are intended as a general guide only.
Any person who is in any doubt as to his or her own tax position, or is subject to taxation in a jurisdiction other than the United Kingdom, is strongly recommended to consult their professional tax adviser. The
222 position of non-UK resident and non-UK domiciled Shareholders are not considered in this section and such Shareholders should consult their own tax advisers.
10.1 Capital Gains Tax (“CGT”) (A) For the purpose of UK tax on chargeable gains, the purchase of Ordinary Shares on a placing will be regarded as an acquisition of a new holding in the share capital of the Company. To the extent that a Shareholder acquires Ordinary Shares allotted to him, the Ordinary Shares so acquired will, for the purpose of tax on chargeable gains, be treated as acquired on the date of the purchase becoming unconditional.
(B) The amount paid for the Ordinary Shares will constitute the base cost of a Shareholder’s holding.
(C) A disposal of all or any of the Ordinary Shares may, depending on the circumstances of the relevant Shareholder give rise to a liability to UK taxation on chargeable gains. Shareholders will normally be subject to UK taxation of chargeable gains, unless such holders are not UK tax resident.
Individuals Where an individual Shareholder disposes of Ordinary Shares at a gain, capital gains tax will be levied to the extent that the gain exceeds the annual exemption (£11,300 for 2017/18) and after taking account of any exemptions and reliefs available to the individual.
For individuals, the starting rate for capital gains tax is 10 per cent. This rate applies where the individual’s income and gains are less than the upper limit of the income tax basic rate band after taking into account the individual’s personal allowance. To the extent that any chargeable gains, or part of any chargeable gain, aggregated with income arising in a tax year exceed the upper limit of the income tax basic rate band, capital gains tax will be charged at 20 per cent.
For trustees and personal representatives of deceased persons, capital gains tax on gains in excess of the current annual exempt amount (for 2017/18, £11,300 for personal representative of deceased persons and trustees for disabled persons and £5,650 for other trustees) will be charged at a flat rate of 20 per cent.
Where an individual Shareholder disposes of the Ordinary Shares at a loss, the loss may be available to offset against other current year chargeable gains or carried forward to offset against future chargeable gains.
Companies Where a Shareholder is within the charge to UK corporation tax, a disposal of Ordinary Shares may give rise to corporation tax on a chargeable gain (or allowable loss) for the purposes of UK corporation tax, depending on the circumstances and subject to any available exemption or relief. Corporation tax is charged on chargeable gains at the rate applicable to that company which is currently 19 per cent., indexation allowance may reduce the amount of chargeable gain that is subject to corporation tax but may not create or increase any allowable loss.
10.2 Taxation of Dividends No tax is required to be withheld from dividend payments made by the Company.
Individuals An individual Shareholder receiving a dividend from the Company whose total income from dividends in the relevant financial year does not exceed £5,000 (the ‘‘Tax Free Dividend Allowance’’) will not pay any income tax on such dividend. It should be noted that the draft Finance Bill 2017 originally contained provisions to reduce the Tax Free Dividend Allowance to £2,000, effective 1 April 2018. However, due to the general election in June, these provisions have been removed from the Finance Bill 2017 but may be included in a second finance bill later this year.
Based on current law at the date of this Admission Document, an individual Shareholder receiving a dividend from the Company whose total income from dividends in the relevant tax year does exceed £5,000 will be taxed as follows:
223 (a) the individual Shareholders will not pay income tax on the first £5,000 of dividend income in any tax year; (b) to the extent that the individual’s Total Income (as defined below) exceeds the personal allowance but does not exceed the basic rate tax band for that tax year, the individual will be liable to income tax on the Excess Dividend (as defined below) at the rate of 7.5 per cent.; (c) to the extent that the individual’s Total Income (as defined below) exceeds the basic rate band but does not exceed the higher rate tax band for that tax year, the individual will be liable to income tax on the Excess Dividend (as defined below) at the rate of 32.5 per cent.; (d) to the extent that the individual’s Total Income (as defined below) falls within the additional rate band for that tax year, the individual will be liable to income tax on the Excess Dividend (as defined below) at the rate of 38.1 per cent.; (e) ‘‘Total Income’’ means the total of the individual’s dividend income and other taxable income for a tax year; and (f) ‘‘Excess Dividend’’ means the total of that individual’s dividend income in that tax year less £5,000.
For the year 2017/18 in England and Wales, the basic rate band is the first £33,500 of income in excess of any personal allowance, the higher rate band is income between £33,500 and £150,000 in excess of any available personal allowance and the additional rate band applies to income in excess of £150,000 (these bands differ slightly in Scotland).
Where an individual’s taxable income exceeds £100,000, their personal allowance is abated by £1 for every £2 of income such that individuals with income in excess of £123,000 will have no personal allowance.
Trustees of interest in possession trusts and representatives of deceased persons receiving dividends from shares are also liable to account for income tax at a rate of 7.5 per cent., unless the dividends are mandated directly to beneficiaries, in which case only the beneficiaries need to account for the income. In either case, the beneficiaries will be taxable at the rates detailed above. Trustees and personal representatives do not qualify for the £5,000 dividend allowance available to individuals.
Companies Shareholders within the charge to UK corporation tax which are ‘‘small companies’’ (for the purposes of UK taxation of dividends) will not generally expect to be subject to tax on dividends from the Company.
Other Shareholders within the charge to UK corporation tax will not be subject to tax on dividends (including dividends from the Company) so long as the dividends fall within an exempt class and certain conditions are met. In general, dividends paid on shares that are ‘‘ordinary share capital’’ for UK tax purposes and are not redeemable, and dividends paid to a person holding less than 10 per cent. of the issued share capital of the payer (or any class of that share capital) are examples of dividends that generally fall within an exempt class.
10.3 Stamp Duty and Stamp Duty Reserve Tax (‘‘SDRT’’) No stamp duty or SDRT will be levied on the issue of Ordinary Shares in registered form.
The transfer of shares quoted on the small companies markets, such as AIM are not subject to SDRT or stamp duty. Accordingly, so long as the Ordinary Shares are admitted to trading on AIM and are not also listed on a recognised stock market, no stamp duty or SDRT will be payable on their transfer.
10.4 Inheritance Tax Individual and trustee Shareholders domiciled or deemed to be domiciled in any part of the UK may be liable on occasions to inheritance tax (‘‘IHT’’) on the value of any Ordinary Shares held by them. IHT may also apply to individual Shareholders who are not domiciled in the UK although relief under a double tax convention may apply to those in this position.
Under current law, the chief occasions on which IHT is charged are on the death of the Shareholder, on any gifts made during the seven years prior to the death of the Shareholder and on certain lifetime
224 transfers, including transfers to trusts or appointments out of trusts to beneficiaries, save in very limited and exceptional circumstances.
However, a relief from IHT known as business property relief (‘‘BPR’’) may apply to the Ordinary Shares once these have been held for two years, provided that all the relevant conditions for the relief are satisfied at the appropriate time. This relief applies notwithstanding that the Company’s Ordinary Shares will be admitted to trading on AIM. BPR operates by reducing the value of shares by 100 per cent. for IHT purposes.
Any person who is in any doubt as to his tax position or who may be subject to tax in any other jurisdiction should consult his professional adviser.
11. WORKING CAPITAL The Directors are of the opinion, having made due and careful enquiry, taking into account available bank and other facilities and the net proceeds of the Placing and the Sprott Subscription receivable by the Company, that the working capital available to the Group is sufficient for its present requirements, that is for at least 12 months from the date of Admission.
12. SIGNIFICANT CHANGE 12.1 There has been no significant change in the financial or trading position of the Company since incorporation.
12.2 There has been no significant change in the financial or trading position of Altus Exploration Management Limited since 31 December 2016, being the date to which the most recent historical financial information of Altus Exploration Management Limited, as included in Part V of this Document, was prepared.
13. LITIGATION There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) in which Company or any member of the Group is involved by or against any Group company which may have or have had in the 12 months preceding the date of this Document a significant effect on the Group’s financial position or profitability.
14. PLACING AGREEMENT In connection with the Placing, the Company, the Directors, Jeffrey Karoly, SP Angel and Beaufort Securities entered into the Placing Agreement on 3 August 2017. The Placing Agreement is conditional on, inter alia, the following conditions having been satisfied on or before 10 August 2017, or such later date as the Company, SP Angel and Beaufort Securities may agree (being not later than 31 August 2017): (i) (a) the Placing Agreement not having been terminated, and having become unconditional in all respects; and (b) Admission. (ii) The principal terms of the Placing Agreement are as follows: (a) SP Angel and Beaufort Securities have conditionally agreed, as agent of the Company, to use their reasonable endeavours to procure placees to subscribe for the Placing Shares at the Placing Price; (b) the Company has agreed to pay SP Angel, conditional on Admission, a corporate finance fee, a commission on the aggregate value of the Placing Price of the Placing Shares dependent upon the sums being raised in the Placing save for those monies raised from the Directors; (c) the Company has agreed to pay all of the costs and expenses of and incidental to the Placing and related arrangements which have been incurred by SP Angel together with any applicable VAT; (d) the Company, the Directors and Jeffrey Karoly have given certain warranties to SP Angel and Beaufort Securities as to the accuracy of the information in this Document and as to other
225 matters relating to Admission and the Group. The Company has given an indemnity to SP Angel and Beaufort Securities against any losses or liabilities arising out of the proper performance by SP Angel and Beaufort Securities of their duties under the Placing Agreement the Directors’ liability is capped; and (e) SP Angel and Beaufort Securities may terminate the Placing Agreement before Admission in certain circumstances.
15. MATERIAL CONTRACTS The following contracts (not being contracts entered into in the ordinary course of business) have been (i) entered into in the two years preceding the date of this Document by any member of the Group and are, or may be, material to the Group or (ii) have been entered into by any member of the Group and contain any provision under which any member of the Group has any obligation or entitlement which is material to the Group at the date of this Document:
15.1 The Placing Agreement, details of which are set out in paragraph 14 of this Part VI.
15.2 On 3 August 2017 the Company entered into Lock-in Agreements with SP Angel and each of the Locked-in Persons specified in paragraphs 15.3 to 15.6 below pursuant to which the Locked-in Persons have undertaken to SP Angel and the Company that they will not (and will use all reasonable endeavours to procure that their connected persons will not):
15.2.1 during the period of 6 and 12 months, as appropriate, following Admission (the “Lock-in Period”), save in certain limited circumstances, dispose of any Ordinary Shares held by them at Admission, or otherwise acquired during the Lock-in Period; and
15.2.2 during the 6 or 12 month period, as appropriate, commencing at the end of the Lock-in Period (the “Orderly Market Period”) dispose of any Ordinary Shares held by them as stated below, (or their connected persons) at the commencement of the Orderly Market Period save with the consent of SP Angel and the Company and so as to maintain an orderly market in the Ordinary Shares.
15.3 The following Directors and persons are subject to a 12 month Lock-in Period and 12 month Orderly Market Period:
Number of Director/Shareholder Ordinary Shares David Netherway 9,417,200 Steven Poulton 24,354,569(i) Matthew Grainger 8,747,500(ii) Robert Milroy (Milroy Capital Limited) 250,000 Jeffrey Karoly 186,035 Diane Rissik 1,333,400 Will Slater 1,003,000 Diane Acha-Morfaw 40,000 Greg Owen 617,400
(i) Includes 1,600,000 Ordinary Shares held by Susannah Poulton (ii) Includes 720,000 Ordinary Shares held by Anna Grainger
15.4 The Company has entered into a Lock-in Agreement with SP Angel and Sprott pursuant to which Sprott has undertaken to SP Angel and the Company that it will not dispose of 14,958,000 Ordinary Shares held by it at Admission, save in certain limited circumstances, and that Sprott will be released from its undertaking in respect of 3,739,500 Ordinary Shares, after the first quarter following Admission and thereafter shall be released from its undertaking in respect of the same number of Ordinary Shares following each subsequent quarter until 12 months following Admission.
226 15.5 The following persons are subject to a 6 month Lock-in Period and 6 month Orderly Market Period:
Number of Shareholder Ordinary Shares Adam & Co (Nominees) Limited 4,000,000 El Oro Ltd 800,000 Arbitrage Research and Trading S.A. 5,031,200 Navy Blue Investments Limited 2,500,000 Lynchwood Nominees Limited A/C 2006420 1,166,800 John Richard Wollenberg 872,200 Paul Morley 866,800 Christie Wollenberg 285,800 Stephanie Wollenberg 285,800 Rosanna Wollenberg 285,800 Malcolm Burne 2,226,800 Derek Maurice Joseph 1,129,800 Brook (Private) Trust Limited 996,000 Frances-Reynolds & Christina Harrow 1,129,800 Jay Jungers 668,600 Lucy Crane 163,200 James Tennant 197,427 Craig Metcalfe 186,027 Valerie Mitchell 500,000 Estate of John Park 500,000 Anthony Wong 150,000 Charles Douglas-Hamilton 55,656 Maz Mannan 333,400 Drew Craig 316,400 Mark Burridge 200,000 Emma Milton 133,400 Katie Jungers 200,000 Dr Bob Foster 133,400 John Gray 89,000 Charlotte Gray 89,000 Laura Hook 89,000 Estate of Richard Osman 133,400 Richard Osmond 105,400 Paul L’Herpiniere 93,400 Carl Noack 40,000 Stuart Major 34,400 Bart Harvey 46,200
15.6 The following persons are subject to either a 9 or 12 month Orderly Market Period (as detailed below):
AM2 (Bermuda) Limited (12 months) 1,333,400 Anna Kingsman (9 months) 2,666,800 Guido Pas (12 months) 4,766,800
15.7 Nomad and Joint Broker Agreement On 13 March 2017, the Company entered into an agreement with SP Angel pursuant to which, conditional on Admission, SP Angel has agreed to act as nominated adviser and joint broker to the Company. The agreement has an initial term of twelve months, and is subject to termination on three months’ notice by either party at any time after the initial twelve month period. The agreement contains an indemnity given by the Company in favour of SP Angel against any losses or liabilities arising out of the performance by SP Angel of its duties under the agreement.
15.8 Joint Broker Agreement On 27 June 2017, the Company entered into an agreement with Beaufort pursuant to which, Beaufort has agreed to act as joint broker to the Company. The agreement has an initial term of twelve months,
227 and continues thereafter on a monthly basis until terminated. Upon Admission, the agreement may be extended for an additional 12 month fixed period.
If Admission does not occur prior to 4 August 2017, the agreement can be terminated by either party on not less than one months’ prior written notice. Upon Admission, the agreement may be terminated by either party on not less than one months’ prior written notice, such notice not to expire before the first 12 months after Admission.
The agreement contains an indemnity given by the Company in favour of the Beaufort against any losses or liabilities arising out of the performance by Beaufort of its duties under the agreement.
15.9 Registrars Agreement and Novation Letter On 20 March 2017, the Company and Computershare Investor Services PLC (“Computershare”) entered into a registrars’ agreement pursuant to which the Company has appointed Computershare to act as its share registrar. Under this agreement, the Company has agreed to pay an annual fee of £2,940 plus certain transactional costs for which Computershare will perform the services of the Company’s share registrar in relation to the trading of the Ordinary Shares on AIM. Unless terminated earlier in accordance with the termination provisions, the agreement shall continue for a fixed term of 12 months and thereafter be terminable by either party giving to the other not less than 3 months’ written notice.
On 1 August 2017, the Company entered into a novation agreement between Altus Exploration Management Limited (previously known as Altus Strategies Limited) and Computershare Investor Services plc, under which the Company agreed to perform Altus Strategies Limited’s obligations under the registrar’s agreement referred to above and Altus Exploration Management Limited is released from the original agreement.
15.10 Share Exchange Agreement On 14 June 2017, the Company entered into an agreement to acquire the entire issued share capital of Altus Strategies Limited from the former shareholders of Altus Strategies Limited in consideration for the issue of 96,580,812 new Ordinary Shares (being the Share Exchange Shares).
15.11 Relationship Agreement On 3 August 2017 the Company and SP Angel entered into a relationship agreement with Steven Poulton, as the Company’s majority shareholder for the purposes of regulating the relationship between the Company and Steven Poulton. Accordingly Steven Poulton undertakes that he shall exercise his voting rights in such a way to ensure that the Company is capable of carrying out its business independently of him, will act in good faith and will not abuse his power over the Company or the Group.
15.12 Sprott Subscription Agreement On 27 July 2017, Sprott agreed to enter into an agreement to subscribe for 2,500,000 new Ordinary Shares conditional on Admission. Such new Ordinary Shares do not form part of the Placing but represent an amount equivalent to 15 per cent. of the Placing Shares.
15.13 Beaufort Warrant Deed On 3 August 2017, the Company entered into a warrant deed with Beaufort. The principal terms attaching to the warrant instrument, pursuant to which the warrants will be granted to Beaufort, are as follows: (a) the 110,000 warrants at the price of 10p per share are granted in consideration of the services provided by Beaufort to the Company pursuant to the terms of the Placing Agreement; (b) grant of the warrants is conditional upon Admission becoming effective in accordance with the terms of the Placing Agreement; and (c) Beaufort, as warrant holder, may elect to subscribe for up to 110,000 new Ordinary Shares in the Company, for a period of one year from the date of Admission at the Placing Price per Ordinary Share.
228 15.14 Agreements included within or which relate to assets of the Group 15.14.1 Parts I and II of this Document sets out the key terms of the licences that are material agreements relating to the mineral assets of the Group.
15.14.2 Canyon JV By an agreement dated 23 December 2013, made between Alures Mining (1), Canyon (2), Avance African Group Limited (“Avance”) (3), Altus Strategies Limited (4), Asterion AV Limited (5), Aucam Resources Limited (6) Aucam SA (7) and Aluvance plc (8) under which Canyon was granted the right to earn up to a 75 per cent. interest in Avance as contemplated by Canyon JV in consideration of: (a) the issue of 8,000,000 fully paid ordinary shares in Canyon (“Initial Consideration Shares”) to Alures Mining Limited which are now held by Altus Strategies Limited. (b) the issue of $1.5m worth of fully paid ordinary shares in Canyon (“Milestone A Shares”) at a deemed issue price equal to the 45 trading day volume weighted average price of Canyon’s ordinary shares trading on ASX immediately prior to the date of satisfaction of Milestone A (being the definition of a minimum 150Mt JORC compliant resource with a minimum grade of 45 per cent. Al2O3 and a maximum of 2 per cent. reactive SiO2) while Canyon still has an interest in Avance; and (c) the issue of $1.5m worth of fully paid ordinary shares in Canyon (“Milestone B Shares”) upon the completion of a feasibility study (to a bankable or definitive level), the grant of a mining lease on at least one of the Birsok Licence and the Mandoum Licence, and the completion of a capital raising by Canyon to provide for 100 per cent. of Canyon’s required capital expenditure required to reach first production of bauxite from the Birsok Licence and the Mandoum Licence. The issue price is the price at which Canyon undertakes the capital raising.
Where Milestone B is achieved, but not Milestone A, then Canyon agrees that it will issue Alures Mining Limited (in addition to the Milestone B Shares issued under Milestone B) 50 per cent. of those Milestone A Shares that would have been issued under Milestone A at the same price as the Canyon capital raising.
Following that date on which the Initial Consideration Shares are issued and allotted (“Initial Interest Date”), Canyon will earn a 51 per cent. interest in the capital of Avance (“Initial Interest”) upon Canyon completing the sole funding of A$2,000,000 worth of Company Expenditure (as defined in the Agreement) (“Initial Interest Commitment”) within 2 years of the Initial Interest Date (“Initial Interest Commitment Period”), being 22 December 2015.
The Initial Consideration Shares are subject to a voluntary escrow until the earlier of the date Canyon completes the requirements to earn its initial 51 per cent. interest under the Agreement and 1 year from the date of issue of the Initial Consideration Shares.
If Canyon fails to satisfy the Initial Interest Commitment within the Initial Interest Commitment Period, then this agreement shall be terminated and Canyon’s rights, entitlements and obligations under the Definitive agreement will cease and it shall have no interest in Avance.
Canyon may, at its sole discretion, but by no later than 30 days following the date that it receives its the Initial Interest, notify Avance and Alures in writing of its intention to acquire a further 24 per cent. of the issued share capital of Avance (“Additional Interest”). In order to acquire the Additional Interest, Canyon will be required to sole fund a further A$4,000,000 of Company Expenditure (“Additional Interest Commitment”) which includes the completion of a pre-feasibility study within three (3) years following acquisition of the Initial Interest (“Additional Interest Commitment Period”). If Canyon fails to satisfy the Additional Interest Commitment within the Additional Interest Commitment Period or elects not to acquire its Additional Interest, then Canyon will retain its 51 per cent. interest in the share capital of Avance and the parties will then contribute to the ongoing development of the Birsok Licence and the Mandoum Licence (“Projects”) on a pro rata basis.
229 Following Canyon earning its Initial Interest or Additional Interest (as applicable), where a party (“Diluting Party”) fails to contribute or is deemed to have elected not to contribute to ongoing expenditure in proportion to their interest in Avance, and the other party (“Contributing Party”) makes any contribution thereto, then until that time that the Diluting Party’s interest is reduced to 10 per cent., the Diluting Party’s interest will be reduced by 5 per cent. for every A$1,500,000 of expenditure incurred by the Contributing Party. By mutual agreement the parties can agree to co-fund the ongoing exploration expenditure not on a pro rata basis and the dilution will be calculated accordingly, on a straight line basis.
Where a party’s interest has been diluted to 5 per cent.,that 5 per cent. interest will convert to a royalty payable to that party of $0.50 per tonne of bauxite extracted from the Projects (“Royalty”).
During the Initial Interest Commitment Period and, if so elected by Canyon, the Additional Interest Commitment Period, Alures is not entitled to transfer, mortgage, encumber or otherwise deal with any interest/shares that it holds in Avance to a third party, without the prior consent of Canyon (such consent not to be unreasonably withheld or delayed).
After Canyon has either acquired the Initial Interest, or if so elected, after Canyon has acquired the Additional Interest, Alures grants to Canyon a pre-emptive right in relation to any future sales of their shares in Avance, such that if Alures wishes to sell, transfer or assign their shares in Avance, they must first offer to assign such interest (together with any other property reasonably ancillary thereto) in Avance to Canyon pro rata to their existing shareholdings upon the same terms and conditions as the proposed terms and conditions of the assignment to the third party. Canyon may accept such offer by notice to Alures within forty five (45) days after the making of the offer. Where such offer is not accepted by Canyon, then Alures may sell their interest in Avance to a third party, but only on the same terms offered to Canyon.
The Canyon JV is subject to certain conditions being satisfied before 30 April 2014 (“End Date”). A party may terminate the agreement on 2 days’ notice before the Effective Date if the conditions are not satisfied or waived (if capable of waiver) before the End Date.
The Canyon JV was varied by a letter agreement between the parties dated 12 March 2014 where the definition of “End Date” was amended from “30 April 2014” to “30 June 2014”.
The Initial Consideration Shares were allotted on 23 December 2013. The Initial Commitment Period expired on 22 December 2015 by which time Canyon had not attained an Initial Interest but continued to fund expenditure.
Without the prior written consent of Canyon, Avance agrees not to enter into any material contract or incur any material liability, declare any dividends, vary its capital structure, or to sell, assign, dispose or create any encumbrances over the Birsok or Mandoum Licences until the date of the Initial Consideration Shares and the appointment of Canyon nominees. Avance agrees to maintain the licences and meet all outgoings in respect of them during such period.
During the Initial Interest Commitment Period, or if so elected, the Additional Interest Commitment Period, Canyon is granted a pre-emptive rights in relation to any future sales of Avance shares.
Canyon acknowledges that an agreement exists with Diane Acha-Morfar where she has the right to receive 5 per cent. of the net profit from the Projects. This right can be purchased by Avance for the amount of $1,000,000 at any time, as set out in paragraph 15.12.6 below.
Alures Mining indemnifies Canyon against any loss suffered or incurred by Canyon as a result of a breach of the warranties. The time limit on any such warranty claim is 12 months from the date of breach of warranty. There are no usual warranties granted by Alures Mining with regards to the licences and third party rights to the project.
230 Canyon indemnifies Alures Mining against any loss suffered or incurred by Alures Mining as a result of a breach of Canyon’s warranty. The time limit on any such warranty claim is 12 months from the date of the breach. There are no usual warranties granted by Canyon.
If a shareholder or Related Entity (as defined in the agreement) of Avance becomes aware of an AMI Title (as defined in the agreement) opportunity, they must notify the directors of Avance. The board of Avance then has ten business days to notify the party whether Avance will acquire the AMI Title.
From the formation of the joint venture the object of the joint venture is to develop the licences and secure sales and supply contracts.
It is Avance's board of directors who are responsible for determining the strategic plans for the joint venture, to monitor the performance of the joint venture, and to make decisions which are not part of the day to day management.
From the date of issue of the Initial Consideration Shares, Canyon shall have the right to appoint such number of directors such that nominees of Canyon make up the majority.
During the Initial Interest Commitment Period and the Additional Interest Commitment Period, Canyon is granted the exclusive right to do all things for, in connection with or incidental to Exploration Operations (defined as all activities for the Company Group aimed at the discovery, location and delineation of minerals and all activities as are necessary or expedient for the purpose of exploring the licence area) as a registered holder of a Licence could do.
After the funding period, where the board determines additional funding is needed, the board of Avance may raise funds by (a) seeking finance from Avance’s banker, (b) calling on shareholders to contribute in proportion to their respective interests of (c) a combination of (a) and (b). If a party notifies the board that it elects not to contribute and another party makes any contribution thereto then the parties’ respective interests will be reduced/increased accordingly.
Altus shall not be prevented from raising further capital by issue of new shares or the sale of existing shares to a third party (so long as any such transaction recognises and honours this agreement).
Where Alures Mining’s interest is diluted to 10 per cent., Canyon shall have the right to make an offer to acquire the remaining 10 per cent. interest (in accordance with the process set out in the agreement).
In the event of default (being a change of control in relation to Alures Mining), a shareholder becomes insolvent or commits a material breach then the agreement may be terminated or the shareholders rights can be suspended.
No party may assign its interest in the agreement which remains in full force until it is terminated. The agreement terminates automatically (a) on the date on which all parties agree to terminate in writing; (b) in relation to a shareholder on the date when the shareholder disposes of its entire interest; (c) on the date Avance is wound up; or (d) on the date on which one person becomes the beneficial owner of all Avance shares.
The Canyon JV was further varied by a letter agreement between the parties dated 19 May 2017 under which (a) the Initial Interest Commitment Period was extended from 2 years to 5 years so that the Initial Commitment Period would run from 23 December 2015 and would expire on 22 December 2018, and (b) Canyon and Alures Mining agree to a waiver of the condition relating to the removal of the Birsok Licence.
Canyon has reportedly funded a total amount of A$1,175,680 at the date of this Document.
231 15.14.3 JOGMEC MoA By a memorandum of agreement (“MoA”) dated 16 September 2014, made between Altau Resources (1), Aluvance plc (2), Altus Strategies Limited (3) and JOGMEC (4); JOGMEC was granted an exclusive right and option (“Option One”) by Altau and Aluvance to earn a 51 per cent. Participating Interest (as defined in the MoA) by funding US$2,500,000 of Expenditures (as defined in the MoA) (“Option One Earn-in Requirements”) on certain mineral properties in Ethiopia comprised of the Afar-Tigray Project in which Altau holds copper, gold and related minerals exploration license no. MOM/EL/227/2010 (the “Afar- Tigray License”) and the Negash property in which Aluvance holds copper, gold and associated minerals exploration license no. MOM/EL/663/2011(the “Negash License”) (together the “Properties”).
If the Option One Earn-in Requirements are satisfied (and provided that Altau does not elect in writing to JOGMEC to incur and fund expenditures on the Properties on a pro rata basis in accordance with the MoA); JOGMEC is to be granted the additional exclusive right and option (“Option Two”) to elect to earn an additional 19 per cent. participating interest (to achieve a total 70 per cent. participating interest) by incurring and funding a further US$7,000,000 of Expenditures on the Properties (the “Option Two Earn-in Requirements”) by no later than 31 March 2019.
The parties to the MoA also agreed to use reasonable endeavours to negotiate in good faith and execute a comprehensive and definitive agreement with respect to the subject matter of the MoA at some future time and until such time the MoA would constitute a legally binding and enforceable agreement. No definitive agreement has been negotiated at the date of this Document.
JOGMEC is entitled to exercise its option to vest its interest in Option One (“Option One Participating Interest”) and/or Option Two (“Option Two Participating Interest”) at any time following the date(s) (“Option Vesting Exercise Date”) upon which it has earnt its relevant Participating Interest (as defined in the Agreement), by providing notice in writing to Altau that it wishes to vest its Participating Interest in the Joint Venture.
JOGMEC has the right, subject to it satisfying its earn-in requirements, to exercise its option to be vested and registered in its Option One Participating Interest and, if applicable, vested and registered in its Option Two Participating Interest, in accordance with the MoA once it has provided notice in writing that it requires its interest(s) to be vested. At that point the Joint Venture will be formally established through registration of JOGMEC’s Participating Interest in the Joint Venture, including the issue of shares in the Joint Venture Company, to JOGMEC and the transfer of the licences comprising the Properties into the Joint Venture Company.
From the date when JOGMEC has funded a minimum payment of US$1,000,000 until the earlier of termination of the MoA and the Option Vesting Exercise Date, the Parties will operate as if the Joint Venture Company had been formed notwithstanding that JOGMEC has not completed its earn-in requirements or made an election to vest. The Parties will consult with each about the nature of the Expenditures as determined by the Management Committee, but JOGMEC will have the final determination of them until completion of the Option One, and if applicable, Option Two, earn-in requirements. During such period JOGMEC shall, notwithstanding it has not completed the earn-in requirements or exercised its Vesting Option(s) enjoy materially all the rights and benefits of the Joint Venture and will be subject to its share of the Joint Venture obligations as if it were holding a vested Participating Interest.
Each party is entitled to sell, assign or otherwise dispose of all of its Participating Interest after the Earn-In Date (as defined in the MoA), however, the other party shall have a right of first refusal of thirty days. Any sale must be conditional upon the third party entering into a deed to be bound by the terms of the MoA and any definitive agreement.
Under the MoA, the party who shall manage and conduct the exploration activities (“Operator”) shall have the full right, power and authority to do everything necessary or
232 desirable in accordance with good mining industry practice in connection with the exploration and development of the property and to determine the manner of operation of the property as a mine.
Altau shall be the Operator until the date of completion of the Option One Earn-In period at which time, JOGMEC shall acquire the right to appoint another person as Operator (but shall not be obliged to).
After such date, the party holding the majority participating interest in the joint venture shall be entitled to act or appoint the Operator. If both parties hold a 50 per cent. participating interest, Altau shall remain as Operator unless removed for cause.
JOGMEC will have final approval of all programs.
Certain decisions by the management committee of the Operator on the following matters shall not be made unless representatives of the parties representing the participating interest in the joint venture equal to 66.66 per cent. vote in favour of such decision, including but not limited to, the acquisition or disposal of an asset with a fair market value in excess of $1,000,000 or an acquisition or disposal that would substantially change the nature of the ordinary business of the joint venture, the borrowing of more than $100,000, the formation of the joint venture company.
Any Mineral Products (as defined in the MoA) may be taken by the parties in proportion to their respective participating interests. JOGMEC shall have the first right of refusal to purchase any Mineral Products to which Altau is entitled on no lesser terms than Altau can achieve on an arm’s length sale.
JOGMEC or a JOGMEC nominee shall have the exclusive right to direct the marketing of the Mineral Products for a 10 year period from first commercial production.
Any party may give notice to the others requiring the joint venture to establish a joint venture company to hold the assets. Upon formation, the parties shall do all things reasonably necessary to transfer or assign the assets to the company.
Prior to the establishment of the joint venture company, the parties will negotiate in good faith to finalise a shareholders’ agreement and ensure that all material obligations of the parties will be incorporated into the shareholders’ agreement or the articles of association.
The parties acknowledge that any equity interest in a joint venture company that the Government of Ethiopia is or may be entitled to under Ethiopian law shall be reflected in reduced equity stakes of the parties (pro rata to their respective participating interests).
Altau, Aluvance and Altus are to indemnify JOGMEC from and against any liability, obligation, charge or damage whatsoever resulting from any negligence or breach of duty on the part of Altus, Aluvance or Altau pertaining to the Properties that existed prior to the date the MoA is executed. Altus also unconditionally indemnifies JOGMEC for any direct loss cause by any material breach of any material representation contained in the MoA by Altau or Aluvance save to the extent that such loss has been determined to have arisen solely or principally by fraud or negligence of JOGMEC.
The representations made by Altau and Aluvance include, but are not limited to, (a) existence of the company within the relevant jurisdiction, (b) the company has initiated the process for re-registration with the Ethiopian Ministry of Trade and (c) that the Afar-Tigray Project and the Negash Property are free and clear of liens and encumbrances and they have not received any notice from any Governmental Agency indicating that there are any pre-existing environmental reclamation obligations.
JOGMEC may terminate the MoA without further obligation by providing 30 days’ prior written notice to the other parties at any time after it has funded a minimum of US$1,000,000 in Expenditures and provided that: a) third party obligations in respect of all Programs and
233 Budgets which JOGMEC has elected to fund have been extinguished without such parties having any claim against the Property or any other party; and b) the Properties are in good standing regarding minimum Governmental Authority expenditure commitments.
JOGMEC may also terminate the MoA without further obligation by giving written notice to the other parties, if: inter alia, a materially adverse (to JOGMEC acting reasonably) judgment or order is made by a court of competent jurisdiction in Ethiopia in relation to a claim by any third party in respect of a Licence or other material right that is fundamental (in the reasonable opinion of the parties) to the continued operation of the Joint Venture in so far as it relates to the Afar-Tigray Project.
A party that terminates the MoA will be liable for its share of committed and approved exploration plans, programs and budgets up to the date they gave notice to terminate.
Either party may withdraw from the Joint Venture (as defined in the MoA) by giving 30 days’ notice in writing to the other party. On a withdrawal from the Joint Venture, the withdrawing party absolutely forfeits and is deemed to have assigned to the other Party all of its interest in the Joint Venture and the withdrawing party will then be released from all future obligations relating to the Joint Venture.
On 28 May 2017, the parties entered into an agreement to vary the MoA in order to clarify that on withdrawal from, or termination of the MoA, the withdrawing or terminating party absolutely forfeits and is deemed to have assigned to the other party all of its interest in the MoA and the withdrawing or terminating party will be released from all future obligations relating to the MoA.
JOGMEC was required to fund the US$2,500,000 of Expenditures to satisfy the Option One Earn-in Requirements by 31 March 2016 by which time it had funded total Expenditures of US$2,378,203.48. At a meeting of the Management Committee held on 11 October 2016 in accordance with the terms of the MoA it was acknowledged that JOGMEC had satisfied its Option One Earn-in Requirements by funding total Expenditures of US$2,503,204.63 at that date. As at 23 March 2017 JOGMEC had funded total Expenditures of US$3,047,424.95. JOGMEC has not at the date of this Document elected to exercise its option to vest its Option One Participating Interest.
On 26 April 2017 JOGMEC informally advised Altus Strategies Limited of their potential intention to withdraw from the MoA. JOGMEC have agreed to defer their decision until 30 September 2017 to allow Altus Strategies Limited, at its own cost, to determine and present its findings on the mineralisation identified at the Asagara prospect within the Afar –Tigray Licence.
15.14.4 Finders’ Fee Agreement By an agreement dated 28 March 2017, made between Altus Strategies Limited (1) and Christine Heidenberger (“CH”) (2), Altus Strategies Limited agreed to pay to CH a finders’ fee by way of commission either in new Ordinary Shares at the higher of the Placing Price (to be paid within 30 days of Admission) or £0.15 per share if Admission does not occur (unless stated otherwise), or in cash, in consideration for identifying and negotiating new exploration licences in the Ivory Coast for the Group. The finders’ fee applies to the first six licences that are agreed between the parties to be Qualifying Licences (as defined in Part VI, paragraph 4.14.1). Certain milestones must be satisfied before the finders’ fee is payable: a) on the grant of each Qualifying Licence (with no previous data) US$15,000 in new Ordinary Shares; b) on the grant of each Qualifying Licence with material technical data made available, US$25,000 in new Ordinary Shares; c) within 30 days of the commencement of drilling on a Qualifying Licence, US$25,000 in new Ordinary Shares at the higher of the Placing Price, or the 90 day volume weighted average share price prior to the commencement of drilling, or £0.15 per share if Admission does not occur, or in cash at the discretion of CH; d) on the delineation of a JORC or NI43-101 compliant resource of i) 500,000oz on a Qualifying Licence a cash payment of US$100,000 subject to at least 50 per cent. of the resources being in the indicated and measured categories; ii) 1,000,000oz on a Qualifying Licence a further cash payment of US$100,000; subject to at
234 least 50 per cent. of the resources being in the indicated and measured categories; iii) 2,000,000oz on a Qualifying Licence a cash payment of US$100,000 subject to at least 50 per cent. of the resources being in the indicated and measured categories; e) on the completion of a positive Bankable Feasibility Study undertaken by an internationally recognised consultant and which delivers an IRR of >25 per cent. and NPV10 > $200million on a deposit within a Qualifying Licence, a cash payment of US$250,000 within 60 days of the publication of the study; and f) on commencement of commercial gold production on a Qualifying Licence at the rate of 80,000oz per annum, a payment of US$1,000,000 with 50 per cent. of payment in cash and 50 per cent. in new Ordinary Shares.
No fees have been paid to CH at the date of this Document.
The agreement was revised by an agreement made between the parties dated 30 May 2017 on the same terms as the original agreement outlined above, save that milestone (c) relates to the payment of US$25,000 in cash within 30 days of the commencement of drilling on a Qualifying Licence.
The agreement was novated to the Company by a deed of novation dated 14 June 2017 made between Altus Exploration Management Limited (1), Christine Heidenberger (2) and the Company (3).
15.14.5 Agreement with Charles Douglas-Hamilton On 1 June 2017 Altus Strategies Limited entered into an agreement with Charles Douglas- Hamilton. Under this agreement Mr Douglas-Hamilton’s basic salary will be £80,000 per annum. If the IPO is completed in 2017, the role will become permanent and his salary will be £80,000 per annum subject to certain exceptions. If the IPO raises less than £2.5 million (net of fees), his salary will be paid £75,000 in cash and £5,000 in equity in Altus Strategies plc. If the working capital falls below £0.5 million then his salary will be paid 50 per cent. in cash and 50 per cent. in equity in Altus Strategies plc. Payment in equity will be calculated using the higher of the Placing Price or the monthly volume weighted average price in the shares of the Company for the relevant period. Mr Douglas-Hamilton is also part of a Key Performance Indicator scheme, pursuant to which: ● a payment equivalent to 25 per cent. of his annual salary (payable 50 per cent. in cash and 50 per cent. in equity) will be paid to Mr Douglas-Hamilton upon him securing any new exploration licences in any country where Altus Strategies has agreed to initiate exploration and is not presently active; ● a payment equivalent to 25 per cent. (payable 50 per cent. in cash and 50 per cent. in equity) will be paid upon any one of those licences being included in a joint venture agreement with at least US$4 million of exploration expenditure committed by the joint venture partner,
subject to a maximum of 200 per cent. of Mr Douglas-Hamilton’s basic salary in any one financial year.
15.14.6 Agreement with Diane Acha-Morfaw On 15 October 2008, Avance Gold (now Aluvance Limited) appointed Diane Acha-Morfaw to its board as a non-executive director with respect to activities in Cameroon. Mrs Acha- Morfaw’s appointment is for an initial term of 12 months from the granting of three exploration licences in Cameroon, thereafter, her appointment is renewed by mutual consent.
Mrs Acha-Morfaw is entitled to an annual board fee of £10,000. Six months following her appointment, she received shares in the then issued share capital of Altus Strategies Limited, equating to 40,000 Ordinary Shares in the Company as at Admission. In addition, upon the granting of three exploration licences in Cameroon,she received 1,000,000 Aluvance shares at £0.01 per share representing 10 per cent. of the initial issued share capital. On the granting of mining licences on projects in Cameroon, Mrs Acha-Morfaw will receive a Net Profit Interest (“NPI”) of 5 per cent. on each project for which a mining licence is awarded.
235 The Company retains the right to buy back each NPI Mrs Acha-Morfaw currently owns 1,000,000 shares in Aluvance Limited being 2.74 per cent. of its issued share capital.
15.14.7 Archaean Gold (Liberia) Inc. Disposal An agreement dated 23 May 2013 (the “Substitution Agreement”) between Mansion Minerals Limited (1) (being a company previously in the Group) (“MML”), Mansion Resources Limited (“MRL”) (2), Mano Gold (Liberia) Ltd (“MGL”) (3) and Archaean Gold Liberia Inc. (“AGL”) (4) entered into to correct an error in each of the following agreements, both dated 9 August 2011: (a) an sale and purchase agreement between MML (1) and MGL (2) pursuant to which MLG purchased the entire issued share capital of AGL (“AGL SPA”); and (b) a royalty deed between AGL (1) and MML (2) pursuant to which AGL granted a 2.5 per cent. royalty to MML in relation to certain profits realised by the operations of Mineral Licence (MEL 11054) (the “Licence”) granted by the Government of Liberia on 29 December 2010 (“AGL Royalty Agreement”),
(together the “AGL Agreements”).
The error made in the AGL Agreements was that MML was the incorrect party. The correct party should have been MRL. Pursuant to the Substitution Agreement: (a) MRL is substituted for MML in each of the AGL Agreements; (b) MRL and MML agree to be jointly and severally liable for the representations, warranties and covenants of MML in each of the AGL Agreements; and (c) MGL and AGL acknowledge the substitution of MRL for MML referred to above.
The AGL SPA (prior to the Substitution Agreement taking effect) contains the following material terms: (a) MGL shall acquire the entire issued share capital of AGL for a consideration of (i) US$60,350 in cash and (ii) MML entering into the AGL Royalty Agreement; (b) MML gives to MGL certain commercial warranties and representations, which warranties and representations (other than those relating to title and capacity) have now become time barred; and (c) governed by English law.
The AGL Royalty Agreement (prior to the Substitution Agreement taking effect) contains the following material terms: (a) AGL to pay to MML a 2.5 per cent. (subject to normal adjustment provisions) royalty (“Royalty”) on the Net Profits (as that term is defined in the AGL Royalty Agreement) relating to a mineral or metallic product extracted and recovered from the area covered by the Licence; (b) the Royalty is payable on a quarterly basis; (c) AGL to maintain at its own cost the Licence; (d) MML acknowledges that AGL has no duty to explore, develop or mine the Licence; (e) customary provisions regarding audit and provision of information between the parties; (f) AGL can only assign the Licence if the proposed assignee agrees to be bound by AGL’s obligations under the AGL Royalty Agreement; (g) AGL has the right of first refusal in the event that MML wishes to sell its interest under the AGL Royalty Agreement; (h) customary provisions regarding confidentiality; and (i) governed by English law.
236 16. CONSENTS 16.1 PKF Littlejohn LLP has given and not withdrawn its consent to the inclusion of its report in Part V of this Document in the form and context in which it appears.
16.2 SP Angel has given and not withdrawn its consent to the issue of this Document with the inclusion of its name and references to it in the form and context in which they appear.
16.3 Beaufort Securities has given and not withdrawn its consent to the issue of this Document with the inclusion of its name and references to it in the form and context in which they appear.
17. MANDATORY BIDS, SQUEEZE OUT AND SELL OUT RULES RELATING TO THE ORDINARY SHARES 17.1 Mandatory bid The Takeover Code applies to the Company. Under the Takeover Code, if an acquisition of Ordinary Shares were to increase the aggregate holding of the acquirer and its concert parties to shares carrying 30 per cent. or more of the voting rights in the Company, the acquirer (and depending on the circumstances, its concert parties) would be required, except with the consent of the Panel, to make a cash offer for the outstanding shares in the Company at a price not less than the highest price paid for any interests in the Ordinary Shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by an acquisition of shares by a person holding (together with its concert parties) shares carrying between 30 and 50 per cent. of the voting rights in the Company if the effect of such acquisition were to increase that person’s percentage of the voting rights.
Steven Poulton, Matthew Grainger, David Netherway, Susannah Poulton, Anna Grainger, Diane Rissik, Robert Milroy, Malcolm Burne and Guido Pas are considered to be acting in concert (the “Concert Party”), and will each be interested in shares representing 47.92 per cent. of the issued share capital upon Admission. Further details on the Concert Party are set out in paragraph 9 of Part I. The Concert Party will be interested in 47.92 per cent., in aggregate, of the issued share capital with effect from Admission.
17.2 Squeeze out Under the Act, if an offeror were to acquire 90 per cent. of the Ordinary Shares, within four months of making the takeover offer, it could then compulsorily acquire the remaining 10 per cent. It would do so by sending a notice to outstanding shareholders telling them that it will compulsorily acquire their shares and then, six weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for outstanding shareholders. The consideration offered to the shareholders whose shares are compulsorily acquired under the Act must, in general, be the same as the consideration that was available under the takeover offer.
17.3 Sell out The Act also gives minority shareholders in the Company a right to be bought out in certain circumstances by an offeror who has made a takeover offer. If a takeover offer related to all the Ordinary Shares and at any time before the end of the period within which the offer could be accepted the offeror held or had agreed to acquire not less than 90 per cent. of the Ordinary Shares, any holder of shares to which the offer relates who has not accepted the offer can require the offeror to acquire his shares. The offeror would be required to give any shareholder notice of his right to be bought out within one month of that right arising. The offeror may impose a time limit on the rights of minority shareholders to be bought out, but that period cannot end less than three months after the end of the acceptance period of the takeover offer. If a shareholder exercises its rights, the offeror is bound to acquire those shares on the terms of the takeover offer or on such other terms as may be agreed.
There have been no takeover bids by third parties in respect of the Company’s equity, which have occurred during the last financial year or the current financial year.
237 18. COMPETENT PERSON’S REPORT 18.1 The Competent Person’s Report appearing in Part IV of this Document was prepared by Martin Pittuck C.Eng. MIMMM, FCS of SRK (the “Competent Person”), who is a Mining Geologist of over 20 years’ experience and who is a member of MIMMM. SRK provides consultancy services to the resources industry and was formed in 1974.
18.2 The Competent Person has no interest in the capital of the Company or any member of the Group.
18.3 The Competent Person has given and has not withdrawn its written consent to the inclusion of references to it herein in the form and context in which they appear and to the inclusion of its report set out in Part IV of this Document.
19. THIRD PARTY INFORMATION Information appearing within this Document and the Competent Person’s Report which has been sourced from a third party has been accurately reproduced and, in so far as Board and the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The third parties whose information appears in the Competent Person’s Report have been identified in that Competent Person’s Report.
20. GENERAL INFORMATION 20.1 The total costs and expenses of, or incidental to, the Placing and Admission, all of which are payable by the Company, are estimated to be approximately £0.33 million (exclusive of VAT). This amount includes the commissions referred to in paragraph 14 of this Part VI. The expected net proceeds of the Placing, after deduction of such costs and expenses, is approximately £0.78 million. No expenses of the Placing are being specifically charged to subscribers under the Placing.
20.2 Save as disclosed in this Document, no person (other than the Company’s professional advisers named in this Document and trade suppliers) has at any time within the 12 months preceding the date of this Document received, directly or indirectly, from the Company or any other member of the Group or entered into any contractual arrangements to receive, directly or indirectly, from the Company or any other member of the Group on or after Admission any fees, securities in the Company or any other benefit to the value of £10,000 or more.
20.3 The Company has not made any payments aggregating over £10,000 made to any governmental or regulatory authority or similar body made by the Company or on behalf of it, with regard to the acquisition of, or maintenance of, its assets, save for: 20.3.1 In 2016, the Company paid in total approximately £13,000 to the Ministry of Mines, Industry and Technological Development for the maintenance of the Mandoum, Birsok, Bikoula, Ndjele and Laboum licences; and 20.3.2 In 2017, the Company paid in total approximately £46,000 the Ministry of Mines, Industry and Technological Development for the maintenance of the Mandoum, Birsok, Bikoula, Ndjele and Laboum licences, including approximately £20,000 for the renewal of the Birsok licence.
20.4 The Ordinary Shares now in issue are, and the new Ordinary Shares to be issued pursuant to the Placing, the Sprott Subscription and the Share Exchange will be, in registered form. Title to the Ordinary Shares in issue or to be issued may be transferred by means of a relevant system such as CREST.
20.5 The Placing Price of 10 pence represents a premium of 9 pence above the nominal value of 1 pence per Ordinary Share. The Placing Price is payable in full on application.
20.6 Monies received from applicants pursuant to the Placing will be held in accordance with the terms of the placing letters issued by SP Angel and Beaufort Securities to proposed subscribers pursuant to the Placing until such time as the Placing Agreement becomes unconditional in all respects. If the
238 Placing does not become unconditional in all respects by 31 August 2017, application monies will be refunded to applicants at their risk and without interest.
20.7 The auditors of the Group are Critchleys LLP of Beaver House, 23-38 Hythe Bridge Street, Oxford, Oxfordshire, OX1 2EP, a firm of chartered accountants and registered auditors.
20.8 The Group currently has no significant investments in progress and the Group has made no firm commitments concerning future investments, save that the Group owns 50 per cent. of Oxford Mining Club Limited which was established for those interested in mining and investment in mining.
20.9 The accounting reference date of the Company is 31 December.
20.10 Save for the Licences as disclosed in Part I and Part II of this Document, the Board is not aware of any patents or other intellectual property rights, licences, particular contracts or manufacturing processes on which the Group is dependent.
20.11 Neither the Company nor the Board is aware of any exceptional factors which have influenced the Company’s activities, or are likely to influence the activities of the Group.
20.12 Neither the Company nor the Board is aware of any environmental issues or risks affecting the Group.
20.13 Save in connection with the application for Admission, none of the Ordinary Shares has been admitted to dealings on any recognised investment exchange and no application for such admission has been made and it is not intended to make any other arrangements for dealings in the Ordinary Shares on any such exchange.
20.14 Save for the information in this Document, the Board is not aware of any information that it reasonably considers necessary for investors to form a full understanding of (i) the assets and liabilities, financial position, profits and losses, and prospects of the Company and the securities for which Admission is being sought; (ii) the rights attached to those securities; and (iii) any other matter contained herein.
20.15 There are not, neither in respect of the Company nor any of its subsidiaries, any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s prospects for at least the current financial year of the Company.
20.16 SP Angel Corporate Finance LLP has given and has not withdrawn its written consent to the issue of this document with the inclusion of its name in the form and context in which it appears.
20.17 Beaufort Securities Limited has given and has not withdrawn its written consent to the issue of this document with the inclusion of its name in the form and context in which it appears.
21. AVAILABILITY OF THIS DOCUMENT Copies of this Document shall be available free of charge during normal business hours on any day (except Saturdays, Sundays and public holidays) from SP Angel Corporate Finance LLP at Prince Frederick House, 35-39 Maddox Street, Mayfair, London W1S 2PP for a period of one month from the date of Admission.
Dated 3 August 2017
239 Perivan Financial Print 245286