ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH ELEMENTAL ROYALTIES CORP. REGARDS AS UNDULY ONEROUS.
You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the recommended share-for-share merger of equals of Elemental Royalties Corp. (“Elemental”) and Altus Strategies plc (“Altus”) (the “Merger”) to be implemented by way of a scheme of arrangement (the “Scheme”) (or contractual offer (“Offer”), if applicable). The information contained in this area of the website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this area of the website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Merger or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Merger will be set out in the formal Scheme Document (the “Scheme Document”). In deciding whether or not to accept the Merger, shareholders of Altus should rely only on the information contained and procedures described in the formal Scheme Document.
The Merger shall be subject to the Companies Act 2006 and the applicable requirements of the City Code on Takeovers and Mergers (the “Takeover Code”), the rules of AIM, a market operated by the London Stock Exchange (“AIM”), as set out in the publication entitled “AIM Rules for Companies” published by the London Stock Exchange from time to time, the TSX Venture Exchange (“TSX-V”), the Panel on Takeovers and Mergers, the London Stock Exchange, the Financial Conduct Authority and the UK Listing Authority and applicable Canadian and US securities laws, including applicable securities laws of Canada that apply to Elemental due to its status as a “reporting issuer” in the provinces and territories of Canada other than Quebec.
Terms defined in the announcement of the Merger dated 14 June 2022 shall have the same meaning when used in this notice (the “Announcement”).
Access to this area of the Website
If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Elemental reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Elemental.
As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this area of the website. Neither Elemental nor Altus nor any of their affiliated companies or advisers, assume any responsibility for any violation by any person of any of these restrictions.
You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
Unless otherwise determined by Elemental or required by the Takeover Code, and permitted by applicable law and regulation, the Merger shall not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Merger by any such use, means, instrumentality or form within a jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Additional information for US investors
Holders of shares (“Altus Shares”) in Altus (“Altus Shareholders”) in the United States should note that the Merger relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, the laws of England and Wales.
Any securities issued by Elemental as a result of this Merger by means of a scheme of arrangement will be issued in reliance upon the exemption from the registration requirements of the US Securities Act of 1933 (“US Securities Act”), pursuant to the exemption from registration set forth in Section 3(a)(10) thereof, and also will not be subject to the tender offer rules promulgated under the US Securities Exchange Act of 1934. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements that would be applicable in the US if the securities were registered under the US Securities Act or if the transaction were subject to the US tender offer rules. The financial information included in this area of the website has been or will have been prepared in accordance with International Financial Reporting Standards ("IFRS") and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Elemental exercises its right to implement the acquisition of the Altus Shares by way of an Offer, such offer will be made in compliance with applicable US laws and regulations, including the registration requirements of the US Securities Act of 1933 and the tender offer rules under the US Securities Exchange Act of 1934 and any applicable exemptions provided thereunder.
Neither the Merger nor the Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any such authorities passed upon or determined the adequacy or accuracy of the information contained in the Announcement or the merits of the Merger. Any representation to the contrary is a criminal offence in the United States.
The receipt of consideration by a US holder for the transfer of its Altus Shares pursuant to the Merger may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as non-US and other, tax laws. Each Altus Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Merger applicable to them, including under applicable US federal, state and local, as well as non-US and other, tax laws.
It may be difficult for US holders of Altus Shares to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom, since Elemental and Altus are incorporated in a non-US jurisdiction, and some or all of their officers and directors may be residents of countries other than the United States. US holders of Altus Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.
In accordance with normal UK practice, Elemental or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Altus Shares outside of the US, other than pursuant to the Merger, until the date on which the Merger and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Additional information for Canadian investors
No securities commission or similar authority of Canada, or any other jurisdiction has reviewed or in any way passed upon this document or the merits of the securities described herein, and any representation to the contrary is an offence.
If Elemental exercises its right to implement the acquisition of the Altus Shares by way of an Offer, such Offer will be made in compliance with applicable Canadian securities laws or pursuant to an exemption therefrom.
The enforcement by Canadian Altus Shareholders of civil liabilities under the Canadian securities laws may be affected adversely by the fact that Altus is incorporated or organized under the laws of a jurisdiction other than Canada, that some or all of Elemental's and Altus's officers and directors are and will be residents of countries other than Canada, that some or all of the experts named in this area of the website may be residents of countries other than Canada, and that all or a substantial portion of the assets of Elemental, Altus and such persons are and will be located outside Canada. As a result, it may be difficult or impossible for Canadian Altus Shareholders to effect service of process within Canada upon Altus, Elemental's and Altus's respective officers or directors or the experts named herein, or to realize against them, upon judgments of courts of Canada predicated upon liabilities under Canadian securities laws. In addition, Canadian Altus Shareholders should not assume that the courts of England and Wales: (a) would enforce judgments of Canadian courts obtained in actions against such persons predicated upon civil liabilities under Canadian securities laws; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the Canadian securities laws.
The distribution of the New Elemental Shares pursuant to the Merger will constitute a distribution of securities that is exempt from the prospectus requirements of Canadian securities law. The New Elemental Shares received pursuant to the Merger will not be legended and may be resold through registered dealers in each of the provinces and territories of Canada provided that (i) the trade is not a "control distribution" as defined in Canadian securities law, (ii) no unusual effort is made to prepare the market or to create a demand for Elemental Shares, (iii) no extraordinary commission or consideration is paid to a person in respect of such sale, and (iv) if the selling security holder is an insider or officer of Elemental, as the case may be, the selling security holder has no reasonable grounds to believe that Elemental, as the case may be, is in default of applicable Canadian securities law.
Canadian Altus Shareholders should be aware that the Merger may have tax consequences in Canada and should consult their own tax advisors to determine the particular tax consequences to them of the Merger in light of their particular circumstances, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local or other taxing jurisdiction.
Forward Looking Statements
This area of the website (including information incorporated by reference in this area of the website), oral statements made regarding the Merger, and other information published by Elemental and Altus contain certain statements which are, or may be deemed to be, "forward-looking statements" and "forward-looking information", as defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Elemental and Altus about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.
Forward-looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning or derivatives thereof (including negative and grammatical variations). These statements are based on assumptions and assessments made by Elemental and/or Altus in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this area of the website could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements and as such are qualified in their entirety. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.
The forward-looking statements contained in this area of the website include statements related to: the Merger including statements with respect to the implementation thereof; the benefits of the Merger to the Altus Shareholders and the holders of shares in Elemental (“Elemental Shareholders”); the timing of the Opening Position Disclosures (as defined in the Announcement) of Elemental and Altus; the timing of mailing the shareholder materials and the timing of the Altus General Meeting, the Altus Court Meeting and the Elemental Special Meeting (each as defined in the Announcement); the timing for and receipt of all required regulatory, court, stock exchange and shareholder approvals and approvals to complete the Merger; the ability of Elemental and Altus to satisfy other conditions to, and to complete the Merger; the anticipated timing for completion of the Merger; the closing of the Merger; the expected effects of the Merger on Elemental and Altus (including their future prospects, developments and strategies), the expected timing and scope of the Merger and other statements other than historical facts; the intention to seek a delisting of the shares of Altus from AIM; and the intention for Altus to make an application to certain Canadian securities commissions after the Effective Date (as defined in the Announcement) to cease to be a reporting issuer in Canada. Forward-looking statements may also include statements relating to the following: (i) future capital expenditures, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Elemental’s and Altus’s operations and potential synergies resulting from the Merger; and (iii) the effects of global economic conditions and governmental regulation on Elemental’s and Altus’s businesses.
In respect of forward-looking statements and information concerning the anticipated completion of the proposed Merger and the anticipated timing for completion of the proposed Merger, Elemental and Altus have provided them in reliance on certain assumptions and believe that they are reasonable at this time, including the assumptions to the time required to prepare and mail shareholder meeting materials, the ability of the applicable parties to receive, in a timely manner, the necessary regulatory, shareholder, court, stock exchange and relevant authority approvals, and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Merger. These dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Merger. Accordingly, you should not place undue reliance on the forward-looking statements and information in this area of the website concerning these times.
Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could significantly affect expected results and are based on certain key assumptions. Such risks, uncertainties and factors may cause the actual results, performance or achievements of Elemental or Altus to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and factors include, without limitation: risks associated with the Merger and acquisitions generally; the Co-operation Agreement (as defined in the Announcement) may be terminated in certain circumstances; there can be no certainty that all conditions precedent to the Merger will be satisfied; the parties will incur costs even if the Merger is not completed and Elemental may have to pay a break fee to Altus if the Co-operation Agreement is terminated in certain circumstances; all necessary approvals may not be obtained; and uncertainty regarding the ability of the parties to complete and mail the shareholder materials and the ability to hold the Altus General Meeting, the Altus Court Meeting and the Elemental Shareholder Meeting within the time frames indicated. Additional risks, uncertainties and factors include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to Elemental or Altus, refer to (i) the Annual Information Form of Elemental for the year ended 31 December 2021; and (ii) the annual report and accounts of Altus for the financial year ended 31 December 2021.
No member of the Elemental Group or the Altus Group (each as defined in the Announcement), nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this area of the website will actually occur.
Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place any reliance on these forward-looking statements which speak only as at the specified date of the relevant document. It is expected that these expectations will change as new information is received. Neither Elemental nor Altus assumes any obligation to update or correct the information contained in this area of the website (whether as a result of new information, future events or otherwise), except as required by applicable law. Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to their inherent uncertainty.
In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of Elemental (the “Responsible Persons”) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, Elemental or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
The documents included in this area of the website speak only at the specified date of the relevant document and neither Elemental nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This notice shall be governed by, and interpreted in accordance with, English law.
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