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.
