18:01:22 EDT Sat 18 May 2024
Enter Symbol
or Name
USA
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Elemental Altus Royalties Corp
Symbol ELE
Shares Issued 184,879,281
Close 2023-08-28 C$ 1.19
Market Cap C$ 220,006,344
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Elemental completes Akh Gold deal with In2Metals

2023-08-28 10:48 ET - News Release

Mr. Frederick Bell reports

ELEMENTAL ALTUS PARTNERS EGYPTIAN GOLD ASSETS FOR CASH AND ROYALTIES

Elemental Altus Royalties Corp. has signed and completed a subscription agreement with In2Metals Explorer SARL in respect of Akh Gold Ltd. In2Metals is beneficially owned by the Egyptian Sawiris family who, through the Agreement, is underlining its commitment to invest directly and proactively into the development of Egypt's mining sector. In2Metals is an affiliate of the Company's cornerstone shareholder La Mancha Investments S.a r.l. ("La Mancha").

Under the Agreement In2Metals has acquired an 80.1% interest in and assumed management control of the Company's subsidiary Akh Gold, through the subscription for US$10 million in new Akh Gold shares ("Subscription") over a four year period (the "Transaction"). The proceeds from the Subscription will be applied to fund exploration of Akh Gold's projects in Egypt. Elemental Altus will receive US$1.5 million in cash pursuant to the Agreement, a 1.5% Net Smelter Return ("NSR") royalty across Akh Gold's current projects in Egypt and will retain a 19.9% equity interest in Akh Gold upon completion of the US$10 million Subscription, with pro rata co-funding rights thereafter.

Highlights:

  • New royalties created in Egypt with US$10 million to be invested by In2Metals in Akh Gold Elemental Altus to receive:1.5% NSR royalty on current licences and licence applications totalling 1,914km2Cash of US$1.1 million on closing and US$0.4 million on or before August 30, 2024
  • Milestone payment of US$5 million on definition of a 3 million ounce resource Rights to co-fund its 19.9% equity interest in Akh Gold following the Subscription
  • In2Metals selected following a competitive process with multiple potential counterparties
  • In2Metals is led by Gerard de Hert, the former SVP of Exploration for Endeavour Mining and is beneficially owned by the Sawiris family
  • The Sawiris family have a distinguished track record in telecoms, media, real estate and mining in Egypt and across Africa
  • Through Akh Gold, Elemental Altus established a portfolio of prospective targets in Egypt:
  • Channel sampling at the Wadi Dubur project includes 6.80 g/t Au over 18.0m
  • Wadi Dubur is located 35km west of the Sukari gold mine of Centamin Plc
  • Over 200 hard rock workings and 260km2 of alluvial workings mapped to date
  • Egyptian government recently announced a framework for future exploitation agreements

Frederick Bell, CEO of Elemental Altus, commented:"We are delighted to undertake this royalty generation transaction with In2Metals, which is an affiliate of La Mancha and beneficially owned by the distinguished Egyptian Sawiris family. One of our core objectives for Akh Gold was to attract the strongest possible partner. We selected In2Metals following a competitive process, which included multiple potential counterparties. We believe that they have the technical expertise, industry network, regional standing and access to capital required to advance the projects in the most rapid and efficient manner, as well as attract further investment into Egypt's gold mining sector.

"In addition to receiving US$1.5 million in cash and retaining a 19.9% equity interest in Akh Gold, the transaction creates a significant 1.5% NSR royalty across 1,914km2 of licences and licence applications in Egypt. The Eastern Desert is underlain by prospective Arabian-Nubian geology and hosts several notable gold discoveries. These include the 14-million-ounce Sukari open pit and underground gold mine, operated by Centamin plc which is located approximately 35km from Akh Gold's Wadi Dubar project. This transaction further underscores our capacity to generate royalties and realise value in frontier gold belts and follows our recent royalty generation transactions in Mali and Ethiopia. Following the completion of these transactions Elemental Altus will not have any active funding commitments to, or substantial costs associated with, generative activities."

Gerard de Hert, CEO of In2Metals, commented:"We are delighted to make this initial investment in Egypt's gold mining sector through our strategic transaction with Elemental Altus. The Sawiris family will directly increase their control over the exploration activities in Egypt by funding the next stages of exploration, and will hold an initial 80.1% interest in Akh Gold. In2Metals intends to quickly advance the prospective portfolio of projects through drilling with its talented team. We believe that Akh Gold is well positioned to make new discoveries which we hope will ultimately contribute to the realisation of Egypt's resource potential. Furthermore, with the recent announcement by the Ministry of Petroleum that a framework has been agreed with Barrick Gold Corp and Centamin Plc on the key commercial, fiscal, and legal terms for future Exploitation Agreements, we believe that Egypt's mining sector is now well positioned to attract long term international investment."

The Transaction constitutes a related party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the transaction is exempt from the formal valuation requirement of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101, and is exempt from the minority shareholder approval requirement of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61- 101 as the fair market value of the transaction is not more than 25% of Elemental Altus' market capitalization.

About Elemental Altus Royalties Corp.Elemental Altus is an income generating precious metals royalty company with 10 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.

Qualified PersonSteven Poulton, Executive Chairman for Elemental Altus, and a qualified person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical disclosure contained in this press release.

We seek Safe Harbor.

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