Elemental Altus Royalties Announces Closing of C$5.1M Fundraise and Grant of Options
Elemental Altus Royalties Announces Closing
of C$5.1M Fundraise and Grant of Options
Vancouver, British Columbia--(Newsfile Corp. - December 20, 2022) - Elemental Altus Royalties Corp.
(TSXV: ELE) (OTCQX: ELEMF) ("
Elemental Altus
" or "the
Company
") announces it has completed its
previously announced non-brokered private placement of 3,970,997 shares of Elemental ("
Common
Shares
") at an issue price of C$1.28 per Common Share for aggregate gross proceeds of
C$5,082,876.16 (the "
Offering
").
The Common Shares were placed with institutional and private investors. The Company's directors and
management subscribing for a total of C$905,856, representing 17.8% of the Offering. The net proceeds
of the Offering will be used for royalty acquisitions and general working capital purposes. The Company
also announces the grant of stock options to certain board members and employees.
Completion of Offering
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45-106 -
Prospectus Exemptions
("
NI 45-106
"), an aggregate of 3,263,297 Common Shares
from the Offering were sold pursuant to the listed issuer financing exemption under Part 5A of NI 45-106
(the "
Listed Issuer Financing Exemption
"), for aggregate gross proceeds of C$4,177,020.16. The
Common Shares sold under the Offering pursuant to the Listed Issuer Financing Exemption will not be
subject to a hold period pursuant to applicable Canadian securities laws.
In addition, the Company also sold an aggregate of 707,700 Common Shares under the Offering for
aggregate gross proceeds of C$905,856, to insiders of the Company pursuant to other private
placement exemptions under applicable Canadian securities laws. The Common Shares issued to
insiders pursuant to the Offering are subject to a hold period lasting four months and one day following
the closing date of the Offering. Participation by these insiders constituted a related party transaction as
defined under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions
("
MI 61-101
"). The issuance of securities to the related parties was exempt from the formal
valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and
exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101 pursuant to
Subsection 5.7(1)(b) of MI 61-101. The Company did not file a material change report 21 days prior to
the closing of the Offering as the details of the participation of these insiders of the Company had not
been confirmed until the completion of the Offering.
The Offering remains subject to the final approval of the TSX-V. Following the Offering, Elemental has
180,886,010 Common Shares outstanding.
Grant of Options
The Company has also granted stock options today to purchase an aggregate of 8,030,000 Common
Shares, exercisable for a period of 5 years from the date of the grant at an exercise price of C$1.40 per
Common Share. The stock options will expire on 20 December 2027.
The stock options have been granted to officers, employees, and consultants of the Company under the
terms of the Company's stock option and compensation share plan and are subject to regulatory
approval.
Not for distribution to U.S. news wire services or for dissemination in the United States.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and
may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
On behalf of Elemental Altus Royalties Corp.
Frederick Bell
CEO and Director
Corporate & Media Inquiries:
Frederick Bell, CEO
Direct: +44 (0) 7554 872 794
www.elementalaltus.com
Elemental Altus is a proud member of Discovery Group. For more information please visit:
www.discoverygroup.ca
or contact 604-653-9464.
TSXV: ELE | OTCQX: ELEMF | ISIN: CA28619K1093 | CUSIP: 28619K109
About Elemental Altus Royalties Corp.
Elemental Altus is an income generating precious metals royalty company with 11 producing royalties
and a diversified portfolio of pre-production and discovery stage assets. The Company is focused on
acquiring uncapped royalties and streams over producing, or near-producing, mines operated by
established counterparties, as well as generating royalties on new discoveries. The vision of Elemental
Altus is to build a global gold royalty company, offering investors superior exposure to gold with reduced
risk and a strong growth profile.
Cautionary note regarding forward-looking statements
This news release contains certain "forward looking statements" and certain "forward-looking
information" as defined under applicable Canadian securities laws. Forward-looking statements and
information can generally be identified by the use of forward-looking terminology such as "may", "will",
"should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology.
Forward-looking statements and information include, but are not limited to the use of the proceeds of the
Offering, receipt of final approval from the TSX-V, the Company's intention to grant stock options to
certain board members and employees, the terms of the stock options, and the future growth,
development and focus of the Company. Forward-looking statements and information are based on
forecasts of future results, estimates of amounts not yet determinable and assumptions that, while
believed by management to be reasonable, are inherently subject to significant business, economic and
competitive uncertainties and contingencies.
Forward-looking statements and information are subject to various known and unknown risks and
uncertainties, many of which are beyond the ability of Elemental Altus to control or predict, that may
cause Elemental Altus' actual results, performance or achievements to be materially different from those
expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties
and other factors set out herein, including but not limited to: the impact of general business and
economic conditions, the absence of control over the mining operations from which Elemental Altus will
receive royalties, risks related to international operations, government relations and environmental
regulation, the inherent risks involved in the exploration and development of mineral properties; the
uncertainties involved in interpreting exploration data; the potential for delays in exploration or
development activities; the geology, grade and continuity of mineral deposits; the impact of the COVID-
19 pandemic; the possibility that future exploration, development or mining results will not be consistent
with Elemental Altus' expectations; accidents, equipment breakdowns, title matters, labour disputes or
other unanticipated difficulties or interruptions in operations; fluctuating metal prices; unanticipated costs
and expenses; uncertainties relating to the availability and costs of financing needed in the future; the
inherent uncertainty of production and cost estimates and the potential for unexpected costs and
expenses, commodity price fluctuations; currency fluctuations; regulatory restrictions, including
environmental regulatory restrictions; liability, competition, loss of key employees and other related risks
and uncertainties. For a discussion of important factors which could cause actual results to differ from
forward-looking statements, refer to the annual information form of Elemental Altus for the year ended 31
December 2021. Elemental Altus undertakes no obligation to update forward-looking statements and
information except as required by applicable law. Such forward-looking statements and information
represents management's best judgment based on information currently available. No forward-looking
statement or information can be guaranteed, and actual future results may vary materially. Accordingly,
readers are advised not to place undue reliance on forward-looking statements or information.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/148782