Ticker Symbol: ALS.TSX
ST. JOHN'S, April 26, 2017 /CNW/ - Altius Minerals
Corporation ("Altius") is pleased to announce that it has
successfully closed its earlier announced transaction with Fairfax
Financial Holdings Limited, through certain of its subsidiaries
(collectively, "Fairfax"), pursuant to which Fairfax has agreed to
invest up to $100 million in
Altius.
Fairfax has agreed to purchase, on a private placement basis, 5%
preferred securities in an aggregate amount of up to $100 million, issuable in tranches of not less
than $25 million. Altius has closed
today an initial purchase of preferred securities for $25 million, and has sole discretion until
December 31, 2017 to require
additional purchases by Fairfax for the remaining $75 million. The preferred securities are
subordinate secured securities that may be repaid by Altius at any
time after April 26, 2022 and at any
time after April 26, 2020 if the
volume-weighted average trading price of its common shares for any
10 day period after April 26, 2020 is
at least $24 per share.
Altius has also issued today 6,670,000 common share purchase
warrants, exercisable at $15 per
share, which will vest proportionately based on the aggregate
amount of preferred securities purchased by the Fairfax entities
under the private placement. Each vested warrant will be
exercisable on or prior to April 26,
2022, but the expiry date will be extended to April 26, 2024 if the closing price of Altius'
common shares is less than $24 per
share on April 26, 2022. Altius can
also elect to require early exercise of the warrants if the
volume-weighted average trading price of Altius' common shares for
any 10 day period reaches $24 per
share at any time after April 26, 2020.
The proceeds raised from the transactions contemplated above
will be used by Altius for investments within the mining and
minerals sector and for general corporate purposes.
Fairfax will have the right to nominate one director to the
board of directors of Altius as long as it owns, directly and
indirectly, 5% of all outstanding Common Shares (determined on a
fully diluted basis). If the warrants are fully exercised, Fairfax
would own approximately 13.3% of the currently issued and
outstanding common shares of Altius. Prior to the transactions
contemplated above, Fairfax did not own any securities of
Altius.
The aforementioned securities were acquired by Fairfax for
investment purposes and in the future, it may discuss with
management and the board of directors of Altius any of the
transactions listed in clauses (a) to (k) of item 5 of 62-103F1 and
may further purchase, hold, vote, trade, dispose or otherwise deal
in the securities (including any common shares received on exercise
of the warrants) in such manner as it deems advisable to benefit
from changes in market prices of such securities, publicly
disclosed changes in the operations of Altius, its business
strategy or prospects or from any material transaction involving
Altius.
An early warning report will be filed by Fairfax in accordance
with applicable securities laws and will be available on SEDAR at
www.sedar.com or may be obtained directly from Fairfax upon request
at 416-367-4941 (Attention: John
Varnell, Vice President, Corporate Development) or at the
address immediately below:
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario M5J 2N7
About Altius
Altius directly and indirectly
holds diversified royalties and streams that generate revenue from
15 operating mines. These are located in Canada and Brazil and produce copper, zinc, nickel,
cobalt, iron ore, potash and thermal (electrical) and metallurgical
coal. The portfolio also includes numerous pre-development stage
royalties covering a wide spectrum of mineral commodities and
jurisdictions. In addition, Altius holds a large portfolio of
exploration stage projects which it has generated for deal making
with industry partners that results in newly created royalties and
equity and minority interests.
Altius has 43,335,654 shares issued and
outstanding that are listed on Canada's Toronto Stock Exchange. It is a
member of both the S&P/TSX Small Cap and S&P/TSX Global
Mining Indices.
Forward‐Looking Information
This news
release contains forward-looking information. Forward looking
information contained in this new release includes, but is not
limited to, the expected use of proceeds received from Fairfax in
connection with the transactions described above and further
purchases of preferred securities by Fairfax. These statements are
based on information currently available to Altius and Altius
provides no assurance that actual results will meet management's
expectations. In certain cases, forward-looking information may be
identified by such terms as "anticipates", "believes", "could",
"estimates", "expects", "may", "shall", "will", or "would".
Forward-looking information contained in this news release is based
on certain factors and assumptions regarding, among other things,
the receipt of necessary regulatory approvals, including the
approval of the Toronto Stock Exchange and other applicable
securities regulatory authorities with respect to the transactions
described above, and other similar matters. While Altius considers
these assumptions to be reasonable based on information currently
available to it, they may prove to be incorrect.
Although Altius believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results or developments may differ materially from those in the
forward-looking statements. Factors that could cause actual results
to differ materially from those in forward-looking statements
include, among other things, changes in market conditions, changes
in the prices of commodities, unanticipated changes in key
management personnel, general economic and political conditions,
the risk that the transactions described above may not be
completed, and the failure of Altius to receive applicable
regulatory approvals upon terms acceptable to Altius or at all.
Mining exploration and development is an inherently risky business.
Accordingly, actual events may differ materially from those
projected in the forward-looking statements. This list is not
exhaustive of the factors that may affect any of Altius'
forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on
Altius' forward-looking statements. Altius does not undertake to
update any forward-looking statement that may be made from time to
time by Altius or on its behalf, except in accordance with
applicable securities laws.
SOURCE Altius Minerals Corporation