Quarterlytics / Basic Materials / Industrial Materials / Altius Minerals

Altius Minerals

als · TSX-V Basic Materials
Claim this profile
Ticker als
Exchange TSX-V
Sector Basic Materials
Industry Industrial Materials
Employees 11-50
← All annual reports
FY2017 Annual Report · Altius Minerals
Sign in to download
Loading PDF…
Company Registration No. 10746796 (England and Wales)

ALTUS STRATEGIES PLC

(formerly known as ALTUS RESOURCES PLC)

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

ALTUS STRATEGIES PLC
COMPANY INFORMATION

Non-executive Chairman

Mr D Netherway

(appointed 21 May 2017)

Chief executive officer & director

Mr S Poulton

(appointed 28 April 2017)

Executive director

Mr M Grainger

(appointed 28 April 2017)

Non-executive director

Mr R Milroy

(appointed 21 May 2017)

Non-executive director

Mr M Winn

(appointed 30 January 2018)

Chief financial officer

Mr D Miles

(appointed 30 January 2018)

Secretary

Company number

Registered office

Independent Auditor

Bankers

Solicitors

Mr M Grainger

10746796

Orchard Centre
14 Station Road
Didcot
Oxfordshire
OX11 7LL
United Kingdom

PKF Littlejohn LLP
Statutory Auditor
1 Westferry Circus
Canary Wharf
London
E14 4HD
United Kingdom

HSBC Bank Plc
186 Broadway
Didcot
Oxfordshire
OX1 1BE
United Kingdom

Gowling WLG (UK) LLP
4 More Place Riverside
London
SE1 2AU
United Kingdom

ALTUS STRATEGIES PLC
COMPANY INFORMATION

Nominated Adviser & Broker

Registrars (UK)

Registrars (Canada)

PR Advisers

SP Angel Corporate Finance LLP
Prince Frederick House
35-39 Maddox Street
London
W1S 2PP
United Kingdom

Computershare Investor Services Plc
The Pavilions
Bridgewater Road
Bristol
BS13 8AE
United Kingdom

Computershare Investor Services Inc.
510 Burrard St, 3rd Floor
Vancouver
British Columbia
V6C 3B9
Canada

Blytheweigh
4-5 Castle Court
London
EC3V 9DL
United Kingdom

ALTUS STRATEGIES PLC
CONTENTS

Chairman’s statement

Chief Executive Officers’ statement

Strategic report

Social and environmental report

Board of directors

Directors' report

Corporate governance statement

Independent auditor's report

Independent auditor’s report in respect of Canadian
Cannational instrument 52-107

Group statement of comprehensive income

Group statement of financial position

Company statement of financial position

Group statement of changes in equity

Company statement of changes in equity

Group statement of cash flows

Company statement of cash flows

1

2 – 4

5 – 25

26

27 – 30

31 – 38

39 – 43

44 – 47

48 – 51

52 – 53

54

55

56

57

58

59

Notes to the financial statements

60 – 92

ALTUS STRATEGIES PLC
CHAIRMAN’S STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2017

CHAIRMAN’S STATEMENT

Dear Shareholders,

I am delighted to report on a transformational year for Altus Strategies plc (“Altus”, “the Company” and together
with  its  subsidiaries  “the  Group”) in  2017,  which  included  the  Initial  Public  Offering  (“IPO”)  of  the  Company’s
shares on the AIM Market of the London Stock Exchange (“AIM”) in August.

Subsequent  to  our  IPO  we  commenced  a  plan  of  arrangement  to  acquire  Legend  Gold  Corporation  (“Legend”)
listed on the Toronto Venture Exchange (“TSX-V”). The transaction was successfully completed in January 2018
and brought Altus six exceptionally well located gold exploration projects in western and southern Mali. Several
of these are close to the world class Sadiola gold mine, operated by a consortium of IAMGOLD, AngloGold Ashanti
and the Malian government.

On  completion  of  the  arrangement  we  were  delighted  to  welcome to  the  Company, Michael  Winn as  a Non-
Executive Director and  David  Miles  as  our Chief  Financial  Officer,  (Legend’s  former  CEO  and  CFO
respectively). Also Demetrius Pohl and Ambogo Guindo joined Altus as strategic advisers.

During  2017, we  were  also  delighted  to  welcome  Robert  ‘Woody’  Milroy  to the board.  He  brings  the  firm
substantial expertise in corporate governance, as well as a career’s worth of experience in both operational and
investment  management  roles  in  the  resource  sector.  I  also  take  this  opportunity  to  thank  Neil  Adshead,  who
stepped  down  as  a  non-executive  director  from  the  board  ahead  of  our  listing  on  AIM.  Neil  made  profound
contributions to our strategic discussions during his tenure and we are delighted that he has elected to stay on
with Altus as a strategic adviser to the board. I would also like to thank Jeffrey Karoly, who stepped down as our
Chief Financial Officer upon the completion of our transaction with Legend.

We have set ourselves an ambitious and clear path for the years ahead. Our first objective is to secure attractive
joint venture agreements with strong industry partners on our existing projects. In parallel we aim to continue to
grow our portfolio of assets, through grassroots licence applications and the opportunistic acquisitions of projects
and royalties. As we go forward Altus will continue to maintain the highest social and environmental standards in
the regions and with the communities where we operate.

It has been an incredibly productive year for Altus, having achieved a number of key milestones. On behalf of the
board  I  take  this  opportunity  to express  my  congratulations  to  all  of  the  Altus  employees,  management  and
stakeholders  for  their  collective  hard  work  and  determination  during  the  year.  They  have  driven  all  of  our
achievements  and  I  am  immensely  proud  of  their  contribution.  Also  I  would  like  to  welcome  all  of  our  new
shareholders,  large  and  small,  that  have  invested  in  Altus.  Your  board  and  management  team  are  working  to
ensure your confidence in us and our business model proves to be well placed.

We  look  forward  with  excitement  to  the  year  ahead  for  Altus,  having  established  a  solid  and  highly
entrepreneurial platform for value creation in 2018 and beyond.

David Netherway
Non-Executive Chairman

- 1 -

ALTUS STRATEGIES PLC
CHIEF EXECUTIVE OFFICERS’ STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2017

CHIEF EXECUTIVE OFFICERS’ STATEMENT

Welcome to Altus Strategies plc
Altus is a mineral exploration project generator which is focused on Africa. Our goal is to create shareholder value
by participating in the potentially substantial returns on capital from making economic mineral discoveries.

Our business model is to cost-efficiently generate new projects and then proactively seek joint venture partners
to finance their further exploration and development, in return for a share in their ownership. Risk diversification
away from any one project, commodity or jurisdiction is at the core of our philosophy.

Altus aims to provide the optionality associated with investing in multiple junior exploration companies, but with
the cost and strategic benefit of a single strong board and management team who have the necessary expertise
and track record to make and monetise exploration discoveries.

The Group currently  has  a diversified  portfolio  of  seventeen  exploration  projects covering  more  than 4,000km2
across six African countries, has assets in six commodities and two active joint venture partnerships.

The shares of Altus are listed on the London AIM (ticker “ALS”). To learn more about Altus please visit our website
at www.altus-strategies.com.

2017 Highlights

1.1
Altus  had  a  pivotal  year  in  2017  and  is  on  path  to  becoming  one  of  the  leading  diversified  mineral  exploration
companies operating in Africa.

1.1.1

Key highlights

Corporate highlights:

Share exchange with Altus Exploration Management Ltd (formerly Altus Strategies Ltd)
AIM IPO and placement of 11,100,000 shares at £0.10 raising £1.1m before expenses
Definitive Arrangement Agreement with TSX-V listed Legend Gold Corporation (“Legend”)
Preparations to dual list on the TSX-V

Operational highlights:

Completion  of  a  4,226  soil  sample  &  900  line  km  ground  magnetic  survey at Laboum gold project in
Cameroon
Discovery of numerous mineralised, altered structures at Agdz copper-silver project in Morocco
Grant of 412km2 Daro copper-gold licence in Ethiopia and 466km2 Zolowo gold licence in Liberia
Termination of MoA with JOGMEC on Tigray-Afar copper-silver project in Ethiopia with JOGMEC having
invested approximately US$3.0M
JV partner Canyon Resources Ltd in discussions to develop a bauxite operation in Cameroon

Financial highlights:

Cash on hand and marketable securities of £1,124,878 (2016: £888,308) as at 31 December 2017
Exploration expenditure incurred of £556,447 (2016: £512,636)

Post year end:

Completion of Plan of Arrangement with Legend with 41,060,256 shares issued
Exploration programmes in Cameroon, Liberia, Morocco, Ivory Coast, Mali and Ethiopia
Exploration results from Agdz (copper), Zolowo (gold), Daro (copper-gold) and Soa (gold) projects
Grant of 369.5km2 Prikro gold licence in Côte d’Ivoire and 96km2 Zaer copper licence in Morocco

2
















ALTUS STRATEGIES PLC
CHIEF EXECUTIVE OFFICERS’ STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2017

Placement of 27,391,616 units at C$0.15 (one share and one five year share purchase warrant at C$0.30)
raising C$4.1 million (£2.3 million) before expenses
Conditional approval received to list on the TSX-V

2017 Activity report

1.1.2
In August 2017 the Company completed an Initial Public Offering (“IPO”) of its shares on the AIM Market of the
London Stock Exchange (“AIM”). Coincident with the IPO, the Company issued 11,000,000 new Ordinary shares to
raise gross proceeds of £1,100,000 by way of a private placement with new and existing investors. Prior to the
IPO,  on  14  June  2017,  the  Company  undertook  a  share  for  share  exchange  with  the  shareholders  of  Altus
Strategies  Ltd  (“ASL”).  Subsequent  to  the  exchange  ASL  became  a  100%  subsidiary  of  the  Company  and  was
renamed  Altus  Exploration  Management  Ltd. The  transaction  has  been  treated  as  a  group  reconstruction  and
accordingly the financial information for the current and comparative year has been presented as if ASL had been
owned by Altus Strategies plc throughout the current and prior year.

In November 2017, Altus announced a definitive binding arrangement agreement with TSX-V listed Legend Gold
Corp. (“Legend”) by way of a Plan of Arrangement (the “Arrangement”) under the Business Corporations Act of
British Columbia in Canada. Legend held a portfolio of six gold projects in western and southern Mali including:

•

•

•
•

The  Diba  gold  project,  where historic drilling  has reportedly intersected  13.88  g/t  Au  over  8m  and
which hosts an oxide gold resource, approximately 13km from the Sadiola gold mine;
The  Lakanfla  project,  where historic drilling  has reportedly intersected  9.78g/t  Au  over  12m  and
5.2g/t Au over 16m and which hosts a potential karst style deposit, approximately 6km from Sadiola;
The Djelimangara, Sebessounkoto Sud and Tabakorole gold projects; and
The Pitiangoma Est gold project which is subject to a joint venture with Resolute Mining Ltd.

The Arrangement completed on 30th January 2018. Each Legend shareholder received three Altus shares for each
Legend share they held. Altus issued a total of 41,060,256 new Ordinary Shares with a deemed value of £3.4m /
C$5.6m. Upon the closing of the Arrangement, the former Legend shareholders represented approximately 27.6%
of  the  then  enlarged  Altus  share  capital.  All  outstanding  Legend  Warrants  were  agreed  to  be  exchanged  for
replacement Altus Warrants.

As part of the Arrangement the Company welcomed Michael Winn, the former CEO and Chairman of Legend, to
the board as a non-executive Director, with Dave Miles joining as CFO and Demetrius Pohl and Ambogo Guindo
joining as strategic advisors.

In  addition  to  these  various  corporate  developments,  the Group accelerated  its  project  generation  activities  in
Africa during 2017 as follows:

-

-

-

-

In central Morocco the Group announced the discovery of numerous mineralised epithermal structures at
its  59.7km2 Agdz  copper-silver  project.  The  project  is  located  approximately  14km  southwest  of  the
Bouskour copper mine which is operated by the Moroccan mining group Managem.
In northern Cameroon at the 189km2 Laboum gold project the Group completed a 4,226 sample infill soil
programme  and  a  900  ‘line  km’  long  ground  magnetic  survey.  Those  programmes  resulted  in  the
discovery of a series of quartz veins which have returned a number of high grades up to 24.5 g/t Au.
In  central Cameroon  at  the  601km2 Birsok  and  Mandoum  bauxite  project  the Group’s  ASX-listed  joint
venture partner Canyon Resources Ltd reported further progress in its discussions with government.
In  northern  Ethiopia  the Group’s  joint  venture  partner  Japan  Oil,  Gas and  Metals  National  Corporation
“JOGMEC” concluded a third phase drilling programme at the Group’s 322km2 Tigray-Afar copper-silver-
gold  project.  The 
invested
approximately US$3.0M.

in  November,  with  JOGMEC  having 

joint  venture  was  terminated 

3



ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

-

-

In northern Ethiopia, the Group was granted the 412km2 Daro copper-gold licence approximately 95km
to  the  west  of  Tigray-Afar.  Results  announced  after  the year  end indicate  the  discovery  of  a  potential
copper and gold bearing Volcanogenic Massive Sulphide (“VMS”) system.
In western Liberia the Group was granted the 466km2 Zolowo gold exploration licence at which numerous
artisanal gold workings have been discovered draining from a 33km long Archaean age greenstone gold
belt.

Key objectives for 2018

1.1.3
During the course of 2018, Altus aims to grow its project generation business in Africa and specifically plans to:

-

-

-

-

Explore  existing  projects  to  either  make  discoveries  which  may  be  attractive  to  potential  joint  venture
partners, or elect to relinquish them in order to save time and capital.
Continue to identify and submit new licence applications in countries where Altus has operations, as well
as those where it does not.
Enter  into  valued-adding  joint  venture  partnerships  with  respected  mining  industry  groups  across its
portfolio of projects.
Identify and seek to acquire undervalued projects and royalty interests in order to accelerate the growth
of the Group’s asset base  as  well  as  generate  the  potential  for  near  term  cash  flow.  Such  projects  and
royalties  may  be  held  by  a  private  company  or  individual,  or  sit  within  an  existing publicly traded
company.

2017 and post year-end review:

1.2
March 2017: Appointment of Robert Milroy as a director of Altus
April 2017: Pre-IPO financing raising £0.54m
August 2017: Listing on the Alternative Investment Market (AIM:ALS) raising £1.1m
August 2017: Geophysics defined targets at Laboum gold project in northern Cameroon
September 2017: Trenching defined targets at the Agdz copper-silver project in central Morocco
October 2017: High grade gold veins discovered at the Laboum gold project
October 2017: Letter of Intent signed with TSX-V listed Legend Gold Corp.
October 2017: Daro copper and gold licence granted in northern Ethiopia
November 2017: Zolowo gold project granted in western Liberia
November 2017: Definitive agreement signed to acquire Legend Gold Corp.
November 2017: Termination of MOA with JOGMEC on Tigray-Afar copper project in northern Ethiopia
November 2017: New copper prospect discovered at Tigray-Afar in northern Ethiopia
January 2018: Acquisition of Legend Gold Corp completed
January 2018: Copper and gold workings discovered at Daro project in northern Ethiopia
January 2018: Gold workings discovered at Zolowo project in western Liberia
January 2018: Michael Winn (former CEO of Legend Gold) appointed as a director of Altus
February 2018: David Miles (former CFO of Legend Gold) appointed as CFO of Altus
February 2018: Demetrius Pohl and Ambogo Guindo appointed as advisors to Altus
March 2018: Zaer copper / tungsten licence granted in central Morocco
March 2018: Prikro gold licence granted in south eastern Côte d’Ivoire
March 2018: Gold prospect defined at Sebessounkoto Sud in western Mali
March 2018: Minière copper prospect sampled at the Agdz project in central Morocco
April 2018: Private placement raising C$4,108,742 / £2,300,690 at C$0.15 per unit

Steven Poulton
Chief Executive Officer

- 4 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

2.1

Our business at a glance

2.1.1
Altus is a public limited company incorporated and domiciled in England and Wales. The Company’s shares are
listed on AIM under the symbol ‘ALS’.

The Group’s  principal  activity,  undertaken  through  its  subsidiaries,  is  the  exploration  for potential economic
mineral  deposits  in  Africa.  Altus  operates  a  ‘Project  Generator’  business  model  whereby  having  discovered  a
potentially  economic  project,  the  Company  seeks  third  party  capital  to  fund  its  further  exploration  and
development. This strategy enables Altus to remain focused on the acquisition of new opportunities to be fed into
the project generation cycle and aims to minimise equity dilution at the parent company level.

Our business model is designed to create a growing portfolio of well managed and high growth potential projects,
diversified  by  commodity  and  by  country.  Altus  currently  has  seventeen  projects  in  six  commodities  across  six
African countries. The Company aims to  position its shareholders  at  the  vanguard of  value  creation,  but with a
significant reduction in the risks traditionally associated with investments in the mineral exploration sector.

2.1.2

Project Snapshot

- 5 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

2.1.3

Project Dashboard

Introduction

2.2
When we founded Altus over ten years ago in 2007 as a ‘Project Generator’ we did so not just in recognition of
the  cyclicality  of  the  sector,  but  we  actively  sought  to  embrace  it.  Our  diversified,  portfolio  approach  to
exploration  with  the  objective  of  attracting  joint  venture  finance  at  the  project  level,  provides  meaningful
downside risk mitigation against management partiality and unwelcome changes in the prices of any one metal,
the politics of any one jurisdiction, the technical results from any one project and equity market conditions. It also
increases the amount of potential ‘blue sky’ upside that comes from making multiple discoveries simultaneously.
We  believe  our  entrepreneurial  model  represents  the  optimal  strategy  for  investors  to  participate  in the
potentially substantial returns associated with an economic mineral discovery.

The most recent bear market which started in 2011 has been a textbook downturn. Many juniors have gone out
of business, or their shareholders have suffered the effects of deeply discounted share placements. The mid-cap
and major mining companies have focused on deleveraging and cost cutting to maintain profitability or minimise
losses. There has been a general and widely recognised failure to invest sufficiently in new exploration during the
last  ten  years.  Project  pipelines  have  been  impacted  and  we  believe  the  market  is  likely  to  become  cyclically
undersupplied in key commodities in  the near term. Mining companies will need to compete to replenish their
resource  inventories  and  metal  prices  will  start  to  pre-empt  the  coming  production  shortfalls.  We  foresee
competition for assets rising. Mining companies, specialist private-equity groups, non-traditional private capital,
sovereign  groups  and  broadly  supportive  capital  markets  will  provide  exit  optionality,  potentially  at  substantial
premiums to the capital invested. Altus has not only survived the recent downturn, but since 2011 we have been
methodically preparing for this anticipated scramble for new projects.

We took the strategic decision to list in London on AIM in 2017 (AIM: ALS), near what we believe to be the cyclical
low  for  the  resource  market.  Being publicly traded  raises  our  profile  and  demonstrates  our  management
standards to potential joint venture partners and other entities, seeking to deploy capital or undertake corporate
transactions.  Underscoring  the  merits  of  having  a publicly traded  equity  and  our  ambitious  growth  strategy,  in
November  2017  the  Company  signed  a  definitive  agreement  to  acquire  Legend  Gold  Corporation  (“Legend”)
which  was  then  listed  on  the  TSX-V  through  an  all-stock  transaction.  Altus  acquired  the  entire  issued  and

- 6 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

outstanding  shares  of  LGN  Holdings  (BVI)  Inc.  by  way  of  a  Plan  of  Arrangement  pursuant  to  the  laws  of  the
province of British Columbia in Canada. The transaction closed after the year end in January 2018 and brought
Altus six highly prospective and well-located gold assets in Western and Southern Mali, as well as a joint venture
with  ASX listed  Resolute  Mining  Ltd.  We  are  confident that  due  to  their  location,  scale  and  prospectivity  that
these projects will be of interest to potential joint venture partners as we start to advance them.

Dovetailing with our accretive acquisition of Legend, in April 2018 the Company made preparations for the listing
of  its  shares  on  the  Toronto  Venture  Exchange and  completed  a successful  capital  raise  of  C$4,108,742
(approximately £2,300,000), undertaken by way of a private placement of 27,391,616 Units. Each Unit was priced
at C$0.15c and comprised one share and one five year share purchase warrant at C$0.30. I take this opportunity
to  welcome  our  new  institutional  and  private  shareholders  to  the  Company  and  to  thank  them,  as  well  as  our
existing shareholders, for their continued support. Based on our current budgets which exclude any income that
may  be  received  from,  or  overheads  shared  with,  potential  joint  venture  partners,  Altus  is  effectively  fully
financed for the next 18 months.

2.2.1 Market outlook
The economic ramifications from the financial crisis of 2008 and the subsequent concerted monetary response by
the  Central  Banks  have  not  yet  fully  played  out.  After  a  sustained  period  of  ‘Quantitative  Easing’  and  zero-to-
negative  interest  rates,  the  market  has  become  predictably  dependent  on  ‘cheap’  money.  Government  and
personal  debts  have  continued  to  rise  globally  since  2008.  During  this  time  the blue-chip equity  markets  have
benefited  from  the  increasing  money  supply,  not  least  from  leverage  financed  corporate  share  buy  backs.
However,  real  economic  global  growth  and  productivity  has  remained  low  to  stagnant  by  historical  metrics.
Without  the  productivity  increases  required  to  repay sovereign debt,  countries  will  need  to  instigate  policies
designed  to  inflate  the  debt  away.  We  therefore  continue  to  foresee  an  era  of  competitive  fiat  currency
devaluation.

The  emergence  and  rise  of  protectionist  policies,  designed  to  counter  the  domestic  downsides  of  globalised
‘offshoring’ of productive industries and cash reserves (to countries with lower wages, energy prices or tax rates)
may inadvertently strengthen currencies. This is perhaps most especially the case for the United States and may
only  serve  to  increase  the  inflationary  or  infrastructure  stimulus  that’s  required  to  reduce  the  debt  pile.  In  the
meantime, China’s reported GDP growth has been relatively subdued over the last five years, albeit still relatively
high  at  between  6  and  8% annually.  However,  this  is  compared  to  the  often  greater  than  double  digit  growth
figures which the world had grown accustomed prior to the 2008 crisis.

Our  outlook  for  precious  metals  therefore  continues  to  remain  positive.  Both  as  a  store  of  value  against  a
potentially deflationary induced severe market correction or from the successful implementation of inflationary
policies  that  we  consider  are  required  to  ease  global  debt  burdens.  For  this reason, our  portfolio  is  heavily
weighted towards gold with ten distinct gold projects.

One of the key features of the last few years has been the growing recognition of the coming electrification of
transportation and the vital business of energy storage, at the expense of fossil fuels. The demand for specialist
battery metals such as cobalt, lithium and vanadium has understandably increased. Altus has been investigating
exploration opportunities in all three of these metals. The importance of copper as the key conductive metal has
been somewhat overlooked. According to the International Copper Association, copper demand for use in electric
vehicles alone is expected to increase from 0.18Mt pa at present, to over 1.7Mt pa by 2027 with the number of
electric  vehicles  projected  to  grow  from  3  million  to  27  million.  A  typical  internal  combustion  engine  uses  on
average  23Kg  of  copper,  whereas  a  battery  powered  electric  vehicle  is  reported to  require  on  average 83Kg  of
copper.

Altus  has  aggressively  sought  to  grow  its  exposure  to  copper  over  the  last  few  years.  During  2017  we  have
advanced  our  Agdz  copper-silver  project  in  central  Morocco  and  made  encouraging  discoveries  at  our  Daro

- 7 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

copper-gold and Tigray-Afar copper-silver projects, both in northern Ethiopia.

Operations Report

2.2.2
Our  project  generation  focus  is  on  the  vast  continent  of  Africa,  as  this  is  where  we  believe  economic  mineral
deposits can still be discovered cropping out at surface. We can therefore make discoveries faster and more cost
efficiently  than  in  more  mature  destinations,  where  there’s  an  increasing  reliance  on  expensive  drilling  or  new
technologies.

During  2017  new  exploration  licences  were  granted  to  the Group in  Ethiopia  (Daro,  copper-gold)  and  Liberia
(gold) and applications were submitted in Côte d’Ivoire (gold) and Morocco (Tungsten and copper). After the year
the Group acquired  a  portfolio  of  six  gold  projects  in Western  and  Southern  Mali  through  its  transaction with
Legend. Also, after the end of the year the Group was granted its first project in Côte d’Ivoire (Prikro, gold).

At  the  time  of  writing,  Altus  has  a  diversified  portfolio  of  seventeen  precious  metal  (gold  and  silver)  and  base
metal  (copper,  tungsten,  aluminium  and  iron  ore)  exploration  projects,  across  six  African  countries  (Morocco,
Mali, Ethiopia, Cameroon, Liberia and Côte d’Ivoire). Altus has two active joint venture partners, both listed on
the  Australian  Stock  Exchange,  namely  Resolute  Mining  Ltd  (on  the Group’s  Pitiangoma  Est  project  in  southern
Mali) and Canyon Resources Ltd (on the Group’s Birsok and Mandoum bauxite project in Central Cameroon).

In  addition  to  our  active  exploration  programmes,  our  experienced  management  and  exploration  team  are
generating  new  opportunities  to  be  fed  into  the Group’s  project  pipeline.  During  2018  we  shall  seek  to  enter
mutually  beneficial  joint venture  partnerships  on  our  projects  and  consider  accretive  acquisitions  of  third  party
projects and project interests. The following is a review of our activities by project:

2.2.3 Morocco operations
Altus holds three projects in the Kingdom of Morocco through its 100% owned subsidiary Aterian Resources Ltd,
targeting copper, zinc, silver, gold, tin and tungsten.

2.2.3.1 Agdz Copper-Silver Project, (59.7km2) Central Morocco
Agdz is the Group’s most advanced project in Morocco. It comprises four licence blocks situated in the Anti-Atlas
Mountains, approximately 350km south of the capital Rabat and approximately 14km southwest of the Bouskour
copper mine which is operated by Moroccan state mining group Managem.

Altus completed  three  separate  work  programmes  during  2017.  These  programmes  included  275m  of
reconnaissance trenching at the Makarn and Amzwaro prospects. The programme defined numerous mineralised
epithermal structures and multiple alteration and breccia zones within a meta-volcanic sequence. Trench AM-T-
09 exposed a series of weathered, highly altered, brecciated and fractured zones in packages over widths of up to
33m and trench AM-T-11 revealed 7.5m of alteration with variable copper oxides mapped over two closely spaced
zones. After the year the Group announced that it had mapped 10 parallel hard rock mine workings within a 150m
long and 90m wide area of the Minière Prospect.

The next phase of work at Agdz is expected to include a systematic trenching programme across priority targets
areas. The Agdz licence is currently pending renewal.

2.2.3.2 Takzim Copper & Zinc Project, (63.4km2) Central Morocco
The  Takzim  project  comprises  four  licence  blocks  located  approximately  200km  south  of  the  capital  Rabat  and
35km northeast of Marrakech and 6.5km east of the historic Bir n Hass copper mine. The next phase of work at
Takzim  is  expected  to  include  mapping  and  prospecting  for  copper  and  zinc,  targeting  a  quartz  carbonate  vein
system.

- 8 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

2.2.3.3 Zaer Tungsten & Tin Project, (96km2) Central Morocco
The Zaer project comprises six licence blocks located approximately 80km south of the capital Rabat. The project is
located in the Central Moroccan Hercynian Massif, which contains three large granitic plutons and several buried
plutons  which  have  been  intruded  into  a  sequence  of  Ordovician  to  Devonian  aged  sediments.  The  region  hosts
numerous active and historic mines and development projects for copper, tin, tungsten, lead, zinc and fluorite.

2.2.3.4 Other Morocco licences
After the year end on 26 February 2018, Altus announced that it had relinquished four early stage projects totalling
163km2 (Oulmes, Ment, Tamatert and Ouarzazate) in Morocco as initial results, did not demonstrate sufficient scale
in Altus’ view to attract a future joint venture partner.

Ethiopia operations

2.2.4
Altus  holds  two  projects  in  the  Republic  of  Ethiopia  at  Tigray-Afar and  Daro.  Both  projects  are  held  by  the
Company’s 100% owned subsidiary Altau Resources Ltd.

Tigray-Afar (322km2) Copper-Silver Project, Northern Ethiopia

2.2.4.1
The Tigray-Afar project is situated in the Tigray Regional State of northern Ethiopia, approximately 45km north of
the regional centre of Mekele, 65km north of Africa's largest wind energy project at Ashegoda and 580 km north of
the capital Addis Ababa. The licence targets the prospective Proterozoic volcanic and volcanoclastic terranes that
form  part  of the  Arabian  Nubian  Shield.  The  shield  hosts  several  substantial  deposits  in  the  region  including  the
Bisha and Asmara copper/gold deposits in Eritrea, approximately 250km north of the Tigray-Afar Project, as well as
the Sukari gold mine in Egypt and the Jabal Sayid copper project in Saudi Arabia. The project area was selected on
the  basis  of  the  presence  of  a  major  regional  shear  zone,  coincident  with  locations  of  anomalous  copper
occurrences defined by Ethiopian Geological Survey in the 1980s. The project hosts the 'Italian Pit', an 80m long and
up to 15m wide historical open pit copper mine, believed to have been worked by the Italians during the 1930s.

In September 2014, Altus announced the signing of a Memorandum of Understanding (“MoU”) for a joint venture
with Japan Oil, Gas, and Metals National Corporation ("JOGMEC"). The MoU granted JOGMEC the option to acquire
an initial 51% interest in the project by funding US$2.5M in expenditures prior to 31 March 2016. With three phases
of drilling completed, JOGMEC fulfilled this requirement (having funded in excess of US$3.0M).

In  November  2017,  JOGMEC  notified  the Group that  the  project  did  not  fit  its  investment  criteria  and  withdrew
from the MoU. As a result, the Group retains 100% ownership of and title to the project and to the data generated
from  the  MoU.  The Group has  since  made  encouraging  discoveries  of  copper  mineralisation  at  Asagara  copper
prospect located in the northern portion of the Tigray-Afar licence.

2.2.4.1.1 Slater Prospect (Tigray Afar)
The next phase of work at the Slater prospect is expected to include the re-interpretation of results generated by
the MoU and testing of gossanous outcrops that have been mapped by the Group but which have not yet been drill
tested.

2.2.4.1.2 Asagara Copper Prospect (Tigray Afar)
Mapping and prospecting during the third quarter of 2017 identified two areas of newly developed artisanal copper
workings at the Asagara copper prospect. Groups of up to 50 miners have been reportedly excavating copper oxide
mineralisation. Secondary copper sulphide minerals have also been identified in hand specimen.

Geological  mapping  by  the Group at  Asagara  has  identified  semi-continuous  oxide  copper  mineralisation  over  a
strike length of 2.0km and along a parallel zone of 0.6km in strike length. The prospect remains open to the north
and  to  the  south.  The  next  phase  of  work  at  the  Asagara  prospect  is  expected  to  include  channel  sampling  and
trenching to determine the true width of mineralisation.

- 9 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

2.2.4.1.3 Agamat Copper-Gold Prospect (Tigray Afar)
The  Agamat  Cu-Ag-Au  prospect  is  located  in  the  north  of  the  project  area  and  hosts  copper  mineralisation
coincident with axial planar shearing, along fold hinges, which appears to show a general association with specular
haematite,  pyrite  and/or  quartz  veining  proximal  to  the  fold  hinges.  The  Agamat  prospect  is  associated  with  a
significant  geophysical  ‘VTEM’  anomaly  striking  north-south  for  approximately  5km.  To  the  south  of  the  VTEM
anomaly  are  gossanous  outcrops  within  a  tectonised  zone  up  to  60m  wide.  Visible  gold  and  intense  carbonate-
silica-pyrite (+/- gold) alteration have been observed within this zone.

The next phase of work at the Agamat prospect is expected to include mapping of the shear zones, with the aim of
undertaking a systematic channel sampling programme.

2.2.4.2 Daro (411.7km2) Copper-Gold Project, Northern Ethiopia
In October 2017 the Group was granted the Daro exploration licence. The project is situated approximately 95km
west of the Group’s Tigray-Afar Cu-Ag project, 100km northwest of the Tigray state capital of Mekele and 570km
north of Ethiopia’s capital, Addis Ababa.

Daro  targets  potential  Volcanogenic  Massive  Sulphide  (“VMS”)  copper  and  gold  deposits.  The  licence  is  situated
within the Neo-Proterozoic Nakfa Terrane, which hosts a number of significant VMS base metal and gold deposits
and mines. These includes Bisha, a polymetallic mine operated by Nevsun Resources Ltd (TSX: NSU) 190km north
west of Daro, the Harvest and Adyabo projects, being advanced by East Africa Metals Inc. (TSX-V:EAM) 35km west
of Daro and the Asmara project being advanced by Sichuan Road & Bridge Mining Investment Corp Ltd 100km north
of Daro.

Historical data compilation of Daro, undertaken by the French governmental Bureau de Recherches Géologiques et
Minières  (BRGM),  has  defined  a  number  of  marker  lithologies  and  structures  that are  considered  prospective for
VMS  deposits.  These  include  the  presence  of  bimodal  volcanics,  extensive  chert  horizons  and  associated
metasedimentary, metavolcanic, mafic and ultramafic lithologies which conform to an ophiolite complex of ancient
oceanic crust and seafloor sediments.

After the year end the Group announced the results of exploration completed at Daro, including the discovery of
the Teklil prospect, a 2.5km long and 200m wide target which is open along strike. Teklil hosts a series of alluvial
and hard rock gold workings as well as in-situ copper-bearing gossans.

Approximately  4km  southwest  of  Teklil,  the Group has  discovered  the  Wedihazo  prospect  where  copper-bearing
metasedimentary  rocks  have  been  observed  discontinuously  for  approximately  250m  and  which  are  up  to  15m
wide in places.

The Group has  completed  a  146  stream  sediment  sample  programme  which  covered  approximately  65%  of  the
licence  area.  Results  from  this  programme  have  established  two  key  drainages  covering  20km2 and  48km2
respectively. As  part  of  the stream  sediment  programme,  numerous  alluvial  gold workings  were  mapped  along  a
9.5km section of the Ilawit river.

The next phase of work at Daro is expected to include detailed mapping, soil sampling and ground magnetics across
areas prioritised from previous exploration programmes.

Cameroon operations

2.2.5
Altus holds three projects in the Republic of Cameroon. The Laboum gold project is held  through the Company’s
99% owned subsidiary Auramin Ltd, and the Birsok & Mandoum bauxite and Bikoula & Ndjele iron ore projects are
held though the Company’s 97.3% owned subsidiary Aluvance Ltd.

- 10 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

Laboum Gold Project, (189km2) Northern Cameroon

2.2.5.1
The  Laboum  project  is  located  in  the  north  east  of  Cameroon,  approximately  110km  southeast  of  the  provincial
capital of Garoua which is served by a regional airport, and 600km northeast of the Cameroonian capital, Yaoundé.
Year-round access to the licence area is provided by a network of maintained laterite roads.

The  project  area  was  selected  due  to  the  presence  of  a  major  northeast-southwest  striking  regional  shear  zone,
which in places is 5km wide and coincident with gold anomalies as defined by the BRGM in the 1990s. The geology
of  the  project  area  comprises  highly  prospective  Birimian  metavolcanic  and  metasedimentary  rocks  which  have
been intruded by synkinematic late Pan-African granites. Dilational and fold structures which exist along and within
the  shear  zone  are  considered  to  be  excellent  targets  to  explore  for  potentially  economic  mesothermal  gold
deposits.

During the year the Group completed a 4,226 sample infill soil sampling programme with samples collected at 50m
intervals  along  100m  spaced  lines.  The  programme  follows  the  completion  of  a  regional  soil  grid,  where  2,200
samples were collected at 100m intervals along 400m spaced lines. A high-resolution 1,028 line kilometre ground
magnetics programme was also completed in the year. A number of quartz veins have also been discovered during
these surveys.

The results from the exploration programmes completed to date indicate to the Group that gold mineralisation is
strongly coincident with major silicified units and shearing in a zone which is approximately 13.5km long zone and
up to 5km wide. A number of priority targets have been defined to date, including at the Landou prospect (3.75km
strike), the Kalardje prospect (2.5km strike) and the Tapare prospect (7km strike).

The next phase of work at Laboum is expected to include a systematic trenching programme across priority target
areas to define drill targets.

2.2.5.2 Birsok (198km2) and Mandoum (174km2) Bauxite Project, Central Cameroon
The Birsok and Mandoum licences are located in the centre of Cameroon, approximately 370km northeast of the
capital  Yaoundé.  An  application  to  renew  the  Birsok  licence  for  a  two  year  period  from  4  December 2016  is
currently pending approval by the relevant regulatory authority. In 2013 Aluvance entered into a joint venture with
ASX  listed  Canyon  Resources  Limited.  Canyon  can  earn  up  to  a  75%  interest  in  the  Birsok  and  Mandoum  project
through funding A$6M in exploration over five years in two stages.

In  2015  a  RC  drill  programme  was  carried  out  across  the  highest  priority  target  plateaux  at  Birsok.  Seventy  five
shallow  vertical  holes  were  drilled.  Preliminary  metallurgical  studies  undertaken  by  Canyon  have indicated
abundant free alumina with between 78% to 90% of Al2O3 amenable to refining. This, along with the close (<10 km)
proximity of the project to the rail line between Ngaoundere and from the Atlantic port at Douala, indicates that
the bauxite may be amenable to direct shipping.

As part of the joint venture with Canyon, the Company’s non-executive Chairman (David Netherway) serves on the
board of and is Chairman of Canyon. Altus currently holds 8,000,000 shares in Canyon which were received as part
of the joint venture consideration. During 2017 Canyon continued discussions with the Government of Cameroon
inter-departmental  committee,  to  analyse  Canyon’s  proposal  to  develop  a  major  DSO  Bauxite  mining  and  export
operation  in  the  country.  Canyon  has  also made  progress  in  assessing  a  logistics  solution  to  assist  in  the
development of a bauxite mining and DSO export operation.

The next phase of work at Birsok is expected to include drilling to define a maiden mineral resource.

2.2.5.3 Bikoula (200km2) and Ndjele (200km2) Iron Ore Project, Southern Cameroon
The  Bikoula  licence  and  contiguous  Ndjele  licence  are  located  in  the  south  of  Cameroon,  approximately  150km
south  of  the  capital  Yaoundé.  The  project  is  located  on  the  westerly  geological  strike  of the Nkout  iron  ore  and

- 11 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

160km NW of the Mbalam iron ore deposits. Importantly the licences are located on the road network that links to
the deep water port at Kribi and are also approximately 30km from the proposed trans-Cameroon iron ore rail line.
Bikoula and Ndjele were originally identified by strong anomalies generated by an airborne magnetic survey which
was completed by Aluvance in 2012.

At Bikoula the Group has defined a maiden JORC compliant Inferred Mineral Resource of 46 Mt at 44% Fe (not in
accordance with NI43-101), from less than 25% of the 17km long (Libi Hills) target. Forty eight drill holes have been
completed to date.

An Environmental and Social Impact Assessment has been completed by Digby Wells Environmental on behalf of
the Group, which reported that the surrounding population are supportive of the work undertaken to date and the
potential employment and development opportunities.

The next phase of work at Bikoula is expected to include follow up surface sampling to define further drill targets.

Liberia operations

2.2.6
Altus holds two projects in the Republic of Liberia through its 100% owned subsidiary Auramin Ltd. Both projects
target Archaean greenstone gold deposits.

2.2.6.1 Bella Yella (640km2) Gold Project, Western Liberia
The Bella Yella exploration licence is situated 130km east of and along the same Archaean geological trend as the
New Liberty gold mine (operated by AIM and TSX listed Avesoro Resources). Bella Yella was selected on the basis of
a number of gold bearing drainages, predominantly around the Glubai Hills and Tenkeh Hills prospects.

Reconnaissance  exploration  by  the Group across  Bella  Yella  has  identified  multiple  artisanal  gold  mining  camps,
including hard rock and alluvial workings.

The Bella Yella licence is currently pending renewal.

2.2.6.2 Zolowo (466km2) Gold Project, Western Liberia
In November 2017 the Group was granted the Zolowo exploration licence. Zolowo is situated approximately 25km
northeast  of  the Group’s  Bella  Yella  gold  project  and  190km  northeast  of  the  capital,  Monrovia.  It  was  selected
based  on  a  comprehensive  in-house  analysis  of  available  datasets  including  geological  maps,  historic  mineral
occurrences, remote sensing data and satellite imagery. The licence is located on the south-western portion of the
West African Craton and contains a significant 33km long northeast-southwest trending Archaean-aged greenstone
belt, which forms a prominent ridge that traverses the licence.

After the year end exploration completed by the Group has confirmed the presence of numerous artisanal alluvial
gold mining sites at Zolowo. Over 50 separate workings were visited by the Group, all within the central part of the
licence  area.  Of  these,  35  were  found  to  be  active  and  the  largest  extended  for  approximately 250m.  At  each
working up to 25 artisanal miners were found to be selectively mining gold bearing gravels, often at the boundary
between saprolite and bedrock. It was reported that gold has been mined in this way from the Zolowo area since
the 1930’s. As part of the reconnaissance programme a number of hard rock samples have been collected for assay.

The  next  phase  of  work  at  Zolowo  is  expected  to  include  a  licence-wide  stream  sediment  survey  to  define  the
primary sources of the alluvial gold workings.

Côte d’Ivoire operations

2.2.7
Altus holds one project in the Republic of Côte d’Ivoire and has a further exploration licence application which is
pending grant. The Prikro gold project is held through the Group’s 100% owned subsidiary Aeos Gold Ltd.

2.2.7.1

Prikro (369.5km2) Gold Project, Southwestern Côte d’Ivoire

- 12 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

After  the year  end in  March  2018  the Group was  granted  the  Prikro  exploration  licence.  Prikro  is  located
approximately  240km  southeast  of  the  capital  Abidjan  and  is  accessible  via  a  series  of  tracks  from  the  towns  of
Agnibilekrou  and  Koun-Fao.  The  licence  was  selected  due  to  the  presence  of  highly  prospective  Birimian  aged
greenstone geology, an interpreted 10km long fold hinge structure and the existence of artisanal gold workings in
the  surrounding  areas.  Many workings  reportedly  occur  along  strike  of  a  NE-SW  trending  shear  zone  which  is
interpreted  to  traverse  the 
includes
Paleoproterozoic metasedimentary and metavolcanic units with associated granitoidal igneous complexes that have
intruded along the axis and nose of a regional-scale fold structure.

licence  area.  The  geology  underlying  the  project  predominantly 

The next phase of work at Prikro is expected to include prospecting and stream sediment sampling.

2.2.8 Mali operations
Further to the completion in January 2018 of the Arrangement with Legend Gold (“Legend”), which was previously
listed  on  the  TSXV Altus  holds  six projects in  the  Republic  of  Mali.  The  projects  are  held  through  the  Company’s
100% owned subsidiary LGN Holdings (BVI) Inc.

Korali Sud (83.1km2) Gold Project, Western Mali

2.2.8.1
The Korali Sud licence hosts the Diba project and is located in the Kayes region approximately 450km northwest of
the  capital  Bamako  and  approximately  13km  southwest  of  the  Sadiola  gold  mine,  which  is  operated  jointly by
AngloGold Ashanti (JSE: ANG, NYSE: AU, ASX: AGG), IAMGOLD (TSX: IMG, NYSE: IAG) and the Malian government.
Sadiola lies on the Senegal-Malian shear corridor within the world renowned ‘Kenieba window’.

The Diba project hosts an historic resource (based on a 0.5 g/t cut off and gold price of US$1,200/oz) of 275,000oz
(being 6.34 million tonnes at 1.35 g/t) in the Indicated category and 32,500oz (0.72 million tonnes at 1.40 g/t) in the
Inferred  category.  The  resource  was  prepared for  Legend by  AMEC  Americas  Limited  in  the  report  entitled
“Technical Report and Mineral Resource Estimate Diba Badiazila Gold Property Mali, West Africa”, dated June 30,
2013 (Table 1) and filed on SEDAR on 20 September 2013 by Legend. The resource comprises stacked lenses which
dip approximately dip 35-40 degrees ESE within the oxide zone.

Table 1: Diba project mineral resource

Category Ton (kt)
Indicated 6,348
Inferred

720

Au Grade (g/t)
1.35
1.40

Au Contained (koz)
275.2
32.5

Notes: Applying a 0.5g/t cut-off grade and as reported in 2013 NI 43-101 technical report.

Drill results from the Diba prospect as reported by Legend (Table 2) include 12m @ 20.66g/t Au and 32m @ 2.06g/t
Au. Given Diba’s morphology, the project has a potentially low mining strip ratio with relatively limited overburden
and a high proportion of the potential ore is in the oxide zone. Deeper drilling at Diba targeting the sulphide zone
has  intersected  1.32  g/t  over  45m  (from  93m).  The  sulphide  zone  remains  open  at  depth.  The Group has  not
verified the historic drilling data at the Diba project.

- 13 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

Table 2: Diba project historic drill intersections
To (m)
Hole ID
22.0
MIDH07-065

From (m)
10.0

Intersection (m)
12.0

Grade (g/t Au)
20.66

MIDH06-009

DBRC-009
MIDH07-035

MIDH06-006
MIDH07-057

44.0

93.0
16.0

18.0
32.0

61.0

138.0
48.0

57.0
62.0

17.0

45.0
32.0

39.0
30.0

3.25

1.32
2.06

1.36
2.15

A regional soil sampling programme completed by previous owners of the project on a 500m x 250m (and in places
250m  x  100m)  grid  identified  a  number  of  gold  in  soil  anomalies  at  the  Diba  project.  This  programme  was
completed  between  2005  and  2007  and  along  with  subsequent  auger  programmes,  defined  a  2.5km  x  0.5km
anomaly at Diba. Ground induced polarisation (IP), high resolution resistivity and induced polarisation (“HIRIP”) and
ground magnetics surveys were completed by Terra Tec between 2006 and 2007 and covered 116 line-km. A follow
up  3,543  line-km  regional  airborne  VTEM  survey  was  completed  by  Geotech  Airborne  Limited  in  2008.
Approximately  32,000m  of  diamond,  RC  and  RAB  drilling  was  reportedly  completed  by  previous  licence  holders,
which included Endeavour Mining Corporation.

Oxide  gold  mineralisation  at  Diba  is  predominantly  found  in  saprolite  which  is  within  50m  of  surface,  across  a
compact  300m  x  400m  area  drilled  to  date.  The  deposit  is  controlled  by  a  number  of  NW  and  NE  orientated
structures  with  gold  occurring  as  fine  grained  disseminations  and  localised  high  grade  calcite-quartz  veinlets.
Alteration at Diba is typically albite-hematite+/-pyrite, although pyrite content is generally very low (<1%).

The next phase of work at Diba is expected to include termite mound sampling to define additional prospects for
follow  up  trenching.  Re-logging  of  selected  drill  core  to  better  define  the  oxide  zone  at  Diba  may  also  be
undertaken.

2.2.8.2 Lakanfla (24km2) Gold Project, Western Mali
The Lakanfla project is located 5km east of the Diba (Korali Sud) project and approximately 6.5km southwest of, and
considered to be geologically analogous to, the karst-type FE3 and FE4 open pits that form part of the Sadiola gold
mine.  Lakanfla  is  also  considered  to  be  geologically  analogous  to  the  Yatela  karst-type  gold  deposit,  which  was
mined between 2001 and 2015, and is located approximately 35km to the northwest.

The Lakanfla project hosts a significant number of active and historic artisanal gold workings which are coincident
with major  geochemical  and  gravity  anomalies.  These  workings  surround  the  Kantela  granodiorite  intrusion  and
cover  an  area  of  approximately  900m  x  500m.  Significantly  there  is  evidence  of  ground  collapse  at  surface,
indicative  of  karst  style  voids  at  depth  within  carbonate  rock  units.  The  gold  mineralisation  at  Lakanfla  is  hosted
within breccia zones which cut the granodiorite and surrounding carbonate metasediments.

Historic drilling as reported by Legend has returned encouraging intersections including 9.78g/t Au over 12m and
5.20g/t Au over 16m (Table 3) as well as having intersected voids and unconsolidated sand from 165-171m depth.
The Group has not verified the historic drilling data at the Lakanfla project.

Table 3: Lakanfla project historic drill intersections
Hole ID
01KRAB-03

From (m)
12.00

To (m)
24.00

Intersection (m)
12.00

Grade (g/t Au)
9.78

30KRC-19
04KDD-06

52.00
36.00

90.00
52.00

38.00
16.00

1.19
5.20

- 14 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

A  soil  sampling  programme  at  Lakanfla  completed  by  previous  owners  of  the  project  on  a 500m  x  250m  (and  in
places 250m x 100m) grid identified a number of gold in soil anomalies. The programme was undertaken between
2005 and 2007 and along with subsequent auger programmes defined a 1.7km x 1km anomaly.

A  HIRIP  and  ground  magnetic  survey  was completed  by  Terra  Tec  between  2006  and  2007.  A  regional  airborne
VTEM  survey  was  completed  by  Geotech  Airborne  Limited  in  2008,  with  follow  up  ground  gravity  geophysics
covering  an  area  of  48km2.  The  geophysical  surveys  have  defined  a  major  gravity  low  on  the  margins  of  the
granodiorite intrusion and IP signature.

Diamond, RC and RAB drilling has been completed at the Lakanfla project by previous owners of the project. The
holes primarily targeted breccia mineralisation within the Kantela granodiorite and associated artisanal workings on
the  flanks.  The  low  gravity  geophysical  anomaly  and  surface  slumps  features,  which  are  interpreted  to  be
indications of karsts within the limestone and marl units, remain to be drill tested.

The next phase of work at Lakanfla is expected to include drill testing of the karst model. Six priority targets have
been identified by Altus for follow up exploration.

2.2.8.3 Djelimangara (55km2) Gold Project, Western Mali
The Djelimangara project is located approximately 3km east of the Diba project. Four priority prospects have been
discovered  to  date  at  Djelimangara,  namely:  Sourounkoto,  Kamana,  Woyanda  and  Manankoto.  These  are  each
characterised by gold in soil anomalies of up to 2.5km in length, coincident with hard rock and / or alluvial artisanal
gold workings in fine metasediments.

A  regional  soil  sampling  programme  at  Djelimangara  completed  by  previous  owners  of  the  project  on  a  500m  x
250m  (and  in  places  250m  x  100m)  grid  identified  a  gold  in  soil  anomaly  over  a  NE  strike  length  of  2.7km.  The
programme  was  completed  between  2005  and  2007  and  was  subsequently  followed  up  with  auger  and  termite
mound sampling. In parallel to these programmes a HIRIP and ground magnetic survey was completed by Terra Tec
between  2006  and  2007.  A  regional  airborne  VTEM  survey  was  then  completed  by  Geotech  Airborne  Limited  in
2008 followed by a ground gravity survey. Diamond, RC and RAB drilling has been completed at the Djelimangara
project and has reportedly returned encouraging intersections including 1.34g/t Au over 30m (Table 4). The Group
has not verified the historic drilling data at Djelimangara project.

Table 4: Djelimangara project historic drill intersections
Hole ID
MDRC05-01
Including
MDRC05-27
Including
MDRC05-22
Including

From (m)
32.00
54.00
48.00
58.00
30.00
44.00

To (m)
62.00
62.00
66.00
60.00
48.00
48.00

Intersection (m)
30.00
8.00
18.00
2.00
18.00
4.00

Grade (g/t Au)
1.34
3.71
1.38
10.33
1.30
3.55

The next phase of work at the Djelimangara project is expected to include infill termite mound sampling, channel
sampling of artisanal workings, trenching and infill auger sampling. The programme will aim to generate a number
of priority drill targets.

2.2.8.4 Sebessounkoto Sud (28.5km2) Gold Project, Western Mali
The  Sebessounkoto  Sud project  is  located  approximately  15km  south  east  of  the  Diba  project  and  hosts  a  2.7km
long gold in soil anomaly as well as a number of active and historic artisanal workings which are up to 150m long
and  40m  deep.  Trenching  results,  undertaken  by  LSE  listed  Randgold  Resources  (LSE:  RRS),  which  had  a  joint
venture with Legend Gold Corp on the project, reportedly returned up to 0.68g/t Au over 61.4m. The joint venture

- 15 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

between Legend and Randgold ended in 2016. A regional soil sampling programme completed by previous owners
of the project on a 500m x 250m (and in places 250m x 100m) grid identified a number of gold in soil anomalies at
Sebessounkoto  Sud.  The  programme  was  completed  between  2005  and  2007  and  along  with  subsequent  auger
programmes and termite mound sampling a 2.7km long northeast striking anomaly has been defined.

In parallel to these programmes a HIRIP and ground magnetic survey was completed by Terra Tec between 2006
and 2007. A regional airborne VTEM survey was then completed by Geotech Airborne Limited in 2008 followed by a
ground gravity survey.

After the end of the year the Group announced results from mapping and prospecting as well as the investigating of
recently opened artisanal workings. Spoil (waste material) and termite mound sampling has defined the 2.3km long
Soa  gold  prospect.  The Group also  recorded  numerous  and  often  interlinked  vertical  shafts  as  well  as  open  pits
excavations, the largest of which measured approximately 150m long and 40m deep. Artisanal mining was observed
to focus  on  saprolite  along  a  NNE  striking,  near  vertical  to  shallow  west  dipping,  brittle-ductile  shear  zone.  The
activity has exposed multiple alteration zones typically associated with shallow dipping en-echelon shear zones and
stockworks,  comprised  of  ‘smoky  quartz’.  Separately  a  review  of  the  historic  VTEM  data  has  identified  an
approximately 6.3km long NNE striking anomaly roughly 850m west of and parallel to the Soa prospect.

The next phase of work at Sebessounkoto Sud is expected to include trenching and auguring, in addition to further
surface mapping and sampling along the geophysical target.

2.2.8.5 Tabakorole (100km2) Gold Project, Southern Mali
The Tabakorole project is located in southern Mali, approximately 280km south of the capital Bamako. The project
sits  on  the  Massagui  Belt  which  hosts  the  Morila  gold  mine  operated  by  Randgold  Resources  Ltd.  Exploration  to
date has identified a 2.7km long shear zone which is up to 200m wide. Historic drilling as reported by Legend has
returned encouraging intersections including 2.02g/t Au over 18m (Table 5).

Table 5: Tabakarole project historic drill intersections
From (m)
Hole ID
9.00
14TKRC02
0.00
14TKRC03A

To (m)
27.00
29.00

Intersection (m)
18.00
29.00

Grade (g/t Au)
2.02
1.25

14TKRC04
14TKRC10

0.00
4.00

35.00
20.00

35.00
16.00

1.22
1.85

A  regional  soil  sampling  programme  completed  on  a  500m  x  100m  grid  defined  a  strong  gold  in  soil  anomaly  at
Tabakorole. The programme was completed by BHP in the early 1990s. Since 2003 a total of 28,912m of diamond,
31,943m  of  RC, 6,577m  of auger  and 60,676m  of  air  core  drilling  have reportedly  been  completed  in  addition  to
1,400  line-km  of  airborne  geophysics.  A  more  recent  14  hole  RC  infill  drilling  program  (totalling  741m)  has
reportedly been completed. The Group has not verified the historic drilling data at the Tabakarole project.

The  next  phase  of  work  at  Tabakorole  is  expected  to  include  scoping  studies  and  resource  definition  drilling.

2.2.8.6 Pitiangoma Est (106km2) Gold Project, Southern Mali
The Pitiangoma Est project is subject to a joint venture with ASX listed Resolute Mining Limited (“Resolute”). The
project  is  located  on  the  Syama  shear  zone  in  southern  Mali,  approximately  300km  southeast  of  the  capital
Bamako.  The  project  is  15km  south  of  the  Tabakoroni deposit  and  approximately 40km  south  of  the Syama  gold
mine; both owned by Resolute.

Resolute have the right to earn up to a 70% interest in the Pitiangoma Est project by funding US$3M in exploration
and  completing  a  feasibility  study.  Thereafter  Altus  may  elect  to  co-fund  its  30%  interest  on  a  pro rata  basis,  or
exchange its interest for a 2% Net Smelter Royalty.

- 16 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

Prior  to  the  joint  venture  with  Resolute,  exploration  included  regolith  sampling  (6,930  soil  and  1,230  auger
samples),  lithological  mapping,  airborne  geophysics  (VTEM),  BLEG  stream  sediment  sampling  and  RC  drilling
(2,160m) as well as diamond drilling (6,450m). These work programmes were completed by Endeavour, prior to the
project being acquired by Legend Gold.

Resolute  has  reportedly  completed  110  air  core  drill  holes  for  a  total  of 4,869m  and  a  gradient  array  IP  survey
focussed  on  the  Misseni  Prospect  and  this  has  reportedly  been  followed  up  by  a  7  hole  (3,167m)  RC  drilling
programme in 2017. The Group has not verified the historic drilling data at the Pitiangoma Est project.

The next phase of work at Pitiangoma Est is expected to include exploration and resource definition drilling.

Note on historical information:
Any references made in this report to historical information, including historical geologic and technical information
cannot be verified. A Qualified Person has not verified the sampling, analytical, and test data underlying any such
historical information. The Company has obtained historical information from sources that it believes to be reliable
and  assumes  it  is  accurate  and  complete  in  all  material  aspects.  While  the  Company  has  carefully  reviewed  the
available  historical  information,  it  cannot  guarantee  its  accuracy  and  completeness.  The  forward  looking
information  and  statements  included  in  this  announcement  are  expressly  qualified  by  this  cautionary  statement
and are based on the beliefs, estimates and opinions of the Company on the date of this announcement. Except as
required  by  securities  laws  the  Company  does  not  undertake  any  obligation  to  publicly  update  or  revise  any
forward looking statements in the event that management's beliefs, estimates or opinions, or other factors, should
change.

Our ‘Project Generator’ strategy

2.3
Altus  is  a  Project Generator  focused  on Africa.  Our  business  model  is  to  cost-efficiently  explore multiple  projects
simultaneously, prior to entering into joint ventures with suitably qualified third parties who fund the next phases
of exploration, often under the stewardship of our technical team, in return for an equity interest in each discovery.
Our focus from the outset is on how we will ultimately exit each opportunity. We aim to create value by minimising
shareholder  dilution,  outsourcing  risks,  monetising  returns  and  maintaining  upside  exposure  to  a  diversified  and
growing portfolio of high quality project interests.

Generating projects and creating value

2.3.1
Our strategic objective is to generate multiple returns on capital through the discovery, acquisition, development
and monetisation of a diversified portfolio of mineral deposits in Africa. Our mission is in the first part to build a
portfolio of valuable assets during downturns, through discovery and acquisition, as this is when the cost of doing
so  is  at  its  lowest.  In  the  second  part  we  seek  to  monetise  our  assets  through  project  sales,  royalty  income  and
equity divestments in the subsequent cyclical upswings.

- 17 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

The project generator model:

Our team identifies prospective geological targets from the systematic analysis of remote sensing data. We then
secure  mineral  exploration  licences  over  areas  of  interest,  where  available  and  undertake  preliminary
prospecting. Our projects are prioritised based on their apparent potential to host an economic ore body. Where
this  is  interpreted  to  be  unlikely, we relinquish  the  licences  to  protect  capital  and  save  time.  When  a  potential
economic discovery has been made we seek joint venture partners to fund what we consider to be the highest
risk  phases  of  exploration, which  include  drilling  and  resource  definition,  in  return  for  an  equity  interest  in  the
individual  projects.  Altus  prefers  to  provide  technical  and  managerial  support  in  the  early  stages  where
appropriate. This approach is designed to provide the upside optionality of multiple juniors, with the efficiency of
a single management team, who have the necessary proven track record and the expertise to capitalise on early
stage opportunities. With a strategy of financing and diluting at the project level through JVs, the Company is also
less reliant on the benevolence of the capital markets for funding.

Embracing the cyclical nature of the mining sector

2.3.2
The  mining  sector  is  notoriously  cyclical,  with  sentiment  swinging  from  irrational  exuberance  to  short  sighted
despair.  The extreme  phases  lead  to  assets  being  severely  mispriced  and  Altus  embraces  this  opportunity.  This
characteristic  is  due  in  a  large  part  to  the  significant  time-lag  for  current  resource  demand  to  be  met  by  new
production  coming  on  stream.  Tightening  supply  causes  metal  prices  to  rise.  Capital  is  raised  to  develop  new
assets, or expand existing ones. An inevitable consequence is over supply. As prices fall, the book value of assets is
written down and mines are high graded or mothballed. Investment capital evaporates or becomes prohibitively
expensive  and  our  industry  shrinks  in  value  and  head  count  as  the  focus  switches  to  remaining  profitable,  or
simply surviving.

- 18 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

The cyclical nature of the mining sector:

Optimising the risk/return ratio

2.3.3
Investors  are  rightly  wary  of  the  seemingly  speculative  ‘all  or  nothing’  risk  /  return  profile  of  the  exploration
sector. Perhaps the greatest risk faced by an exploration company is the failure to make a commercial discovery.
Success  is  often  simply  geared  to  improving  commodity  prices  and  the  outcomes  of  relatively  high-risk  drilling
programmes.  The  potentially  phenomenal  returns  that  can  be  generated  from  making  an  economic  discovery
broadly reflect the chances of doing so. For each success there are perhaps a thousand or more projects that fail
to ‘make the grade’ and in so doing generate a ‘negative return’ for their investors.

A  second  risk  faced  by  investors  in  junior  resource  companies  is  the  potential  for  an  over-reliance  on  capital
markets  to  finance  exploration.  This  can  result  in  a  high  cost  of  capital  and  excessive  dilution,  meaning
shareholders may end up owning a significantly smaller stake in their company’s assets than is warranted for the
risks they have taken on.

Focused on the ‘Sweet Spot’:

A further and by no means final risk is that an exploration company can become over reliant on one or two assets.
As such investors can face a concentration of their capital in one specific commodity, jurisdiction or management
objective.  Without  the  strategic  latitude  or  financial  means  to  explore  them,  potentially  transformational
opportunities  may  never  be  recognised  or  seized.  Moreover,  being  wedded  to  one  or  two  projects  can  make
companies more resistant to rejecting poor quality projects at the earliest possible opportunity.

Our ‘Project Generator’ strategy aims as far as is possible to mitigate or franchise these risks with our partners,
while maintain exposure to the significant upside from the definition of an economic mineral discovery.

- 19 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

Entering joint venture partnerships

2.3.4
We  recognise  that  our  strength  and  passion  is  in  mineral  exploration.  Altus  is  not  seeking  to  become  a  mining
company. Although mining can be profitable, we believe the highest returns on capital are achieved during the
discovery  process.  As  such  we  pro-actively  seek  joint  venture  partnerships  with  larger  mining  or  specialist
investment groups who have the balance sheet and technical expertise to advance our discoveries toward, and
where  achievable  into,  production.  In  return  they  have  the  opportunity  to  earn  a  majority  interest  in  each
respective project. If a project is successful, Altus can typically elect to co-fund or dilute as it progresses through
feasibility studies and mine development. We also have the flexibility to consider selling some or all of a project
for cash, equity, future production royalties or a mix of these.

This approach to financing exploration helps to reduce our general and administrative expenditure and minimises
the  dilution  incurred  at  the  parent  company  level.  Critically  it  means  that  we  are  free  to  go  on  and  make  new
discoveries elsewhere.

Our focus on Africa

2.3.5
Altus is focused on the continent of Africa where, due to the relative lack of exploration using modern techniques
compared to many other parts of the world, economic mineral deposits can  still be discovered cropping out at
surface. It is reported that 24% of all discoveries in the last decade were found on the continent, despite receiving
only  14%  of  the  global  exploration  budget  (source:  MinEx  Consulting  2015).  Deposits  in  Africa (excluding  South
Africa) are being discovered at average depths of just 9m which is much shallower than the average global depth
of 78m. In Canada and the USA the average discovery depths are even greater, at 125m and 198m respectively.

This opportunity  to  make  discoveries  across  Africa  without  reliance  on  expensive  subsurface  exploration
technologies, including drilling, means discoveries can be made rapidly and cost effectively at surface with more
targets tested per dollar invested by the Company. Our shareholder’s capital can potentially be used to generate
more value and at greater speed if applied to exploration in Africa, than it might in many other parts of the world.

Given the collective geographical, geological and operational expertise of our management and advisor team in
Africa, we believe Altus is well positioned to exploit this opportunity.

Africa is significantly underexplored:

Our diversified portfolio

2.3.6
Altus has established a portfolio of 17 precious (gold and silver) and base (copper, tungsten, aluminium and iron
ore)  metals  exploration  assets  across  6  African  countries  (Morocco,  Mali,  Ethiopia,  Cameroon,  Liberia  and Côte
d’Ivoire). The Group has 2 active joint venture partners, both of which are listed on the Australian stock exchange,
namely Resolute Mining Ltd and Canyon Resources Ltd. Our diversification ensures that our shareholders are not
over exposed to any one asset, commodity or jurisdiction, but that they are exposed to many more projects and
opportunities than is typical when investing in a junior exploration company. Our exploration teams are actively
generating new opportunities to feed into the Group’s project pipeline.

- 20 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

Our alignment of interests

2.3.7
Our  team  have  a  proven  ability  for  managing  multiple  exploration  programmes  under  one  cost-effective
corporate  umbrella.  In  addition  to  this  expertise,  approximately 35% of  the  Company’s  shares  are  held  by  its
board and management team. In backing Altus, our shareholders are putting their money alongside that of the
key decision makers.

Our ‘deal ready’ structure

2.3.8
Sitting  below  Altus  are  six  subsidiaries,  below  which  sit  a  series  of  intermediary  subsidiaries  mainly  Seychelles-
based.  Our  corporate structure  is  purposefully  tailored  to  segregate  the Group along  commodity  and/or
geographical  lines.  The  legal  segregation  ensures  each  of  our  projects  is  able  to  enter  agreements  with  and
receive investment from joint venture partners, or participate in other corporate activities, without impacting on
any other part of the Group.

Simplified corporate structure:

Summary

2.3.9
Our  business  model  aims  to  position  its  shareholders  in  the  ‘sweet  spot’  of  the  mining  sector.  We  seek  to
maximise the exposure our shareholders have to the potentially exceptional value creation that can be generated
from the resource discovery process.

We consider the following to be the key benefits from operating as a ‘Project Generator’:

participating in the potential value creation from making multiple discoveries simultaneously;

-
- minimising  the  dilution  of  the  Company’s  share  capital  by  securing  joint  venture  finance  at  the  project

level;
farming-out the capital at risk on any one individual project;

-
- maintaining upside exposure to value creation by retaining co-funding rights;
-
-
-

continuously seeking to grow the Group’s portfolio;
diversifying the ubiquitous technical, commodity, country and management risks;
generating income through joint venture payments, asset sales, and royalty streams; and

- 21 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

-

aligning the interests of the Company’s management with those of its shareholders.

Altus will continue to be opportunistic, leveraging its geographical, commercial and technical expertise to grow a
balanced  portfolio  of  projects  across  Africa,  through  grassroots  licence  applications  and  the  acquisition  of,  or
investment  in,  selected  projects  or  project  interests.  We  intend  to  monetise  our  project  interests  when
appropriate, with the proceeds being returned to our shareholders or re-invested primarily into the generation of
new projects.

Principal Risks and Uncertainties

2.4
The management of the Company and of its subsidiaries (together the “Group”) and the execution of the Group’s
strategy are subject to a number of risks. The principal business risks affecting the Group are set out below. Risks
are formally reviewed by the Board, and appropriate processes are put in place to monitor and mitigate them. If
more  than  one  event  occurs,  it  is  possible  that  the  overall  effect  of  such  events  would  compound  the  possible
adverse effects on the Group.

2.4.1.1 Environmental
The  environmental  impact  of  the Group to  date  is  largely  limited  to  drilling  activities  associated  with  mineral
exploration.  The  ultimate  development  of  any  project  will  inevitably  impact  on  the  local  landscape  and
communities.  While  the  Group  believes  that  its  operations  and  future  projects  are  currently,  and will  be,  in
compliance with all relevant material environmental and health and safety laws and regulations, there can be no
assurance  that  new  laws  and  regulations,  or  amendments  to,  or  stringent  enforcement  of,  existing  laws  and
regulations will not be introduced.

2.4.1.2 Exploration and mining
Whilst  the  Directors  endeavour  to  apply  what  they  consider  to  be  the  latest  technology  to  assess  potential
projects,  the  business  of  exploration  for  and  identification  of  minerals  and  metals  is  speculative  and  involves a
high degree of risk. The mineral and metal deposits of any projects discovered or acquired by the Group may not
contain  economically  recoverable  volumes  of  minerals,  base  metals  or  precious  metals  of  sufficient  quality  or
quantity.  Even  if  there  are economically  recoverable  deposits,  delays  in  the  construction  and  commissioning  of
mining projects or other technical difficulties may make the deposits difficult to exploit.

At  every  stage  of  the  exploration  process  the Group’s  projects  are  rigorously  reviewed,  both  internally  and  by
qualified third-party consultants  to  determine  if  the  results  justify  the  next  stage  of  exploration  expenditure,
ensuring that funds are only applied to high priority targets.

The exploration and development of any project may be disrupted, damaged or delayed by a variety of risks and
hazards  which  are  beyond  the  control  of  the Group.  These  include (without  limitation)  geological,  geotechnical
and  seismic  factors,  environmental  hazards,  technical  failures,  adverse  weather  conditions,  acts  of  God  and
government regulations or delays.

2.4.1.3 Operational
Exploration  is  also  subject  to  general  industrial  operating  risks,  such  as  equipment  failure, explosions,  fires  and
industrial accidents, which may result in potential delays or liabilities, loss of life, injury, environmental damage,
damage to or destruction of property and regulatory investigations. The Group may also be liable for the mining
activities of previous miners and previous exploration works. Although the Group intends, either itself directly or
through its operators, to maintain insurance in accordance with industry practice, no assurance can be given that
the Group or the operator of an exploration project will be able to obtain insurance coverage at reasonable rates
(or at all), or that any coverage it obtains will be adequate and available to cover any such claims. The Group may
elect not to become insured because of high premium costs or may incur a liability to third parties (in excess of
any insurance cover) arising from pollution or other damage or injury.
The principal assets of the Group, comprising the mineral exploration licences, are subject to certain financial and

- 22 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

legal  commitments.  If  these  commitments  are  not  fulfilled  these  licences  could  be  revoked.  The  Group  closely
monitors on an ongoing basis its commitments and the expiry terms of all licenses in order to ensure good title is
maintained.

2.4.1.4 Reserve and resource estimates
The  Group’s  future  reported  reserves  and  resources  are  only  estimates.  No  assurance  can  be  given  that  the
estimated reserves and resources will be recovered or that they will be recovered at the rates estimated. Mineral
and  metal  reserve  and  resource  estimates  are  based  on  limited  sampling  and,  consequently,  are  uncertain
because the samples may not be representative. Mineral and metal reserve and resource estimates may require
revision (either up or down) based on actual production experience.

Any future reserve and/or resource figures will be estimates and there can be no assurance that the minerals are
present,  will  be  recovered  or  can  be  brought  into  profitable  production.  Furthermore,  a  decline  in  the  market
price for natural resources that the Group may discover or invest in could render reserves containing relatively
lower grades of these resources uneconomic to recover.

2.4.1.5 Volatility of gold, copper and other commodity prices
Historically,  commodity  prices  (including  in  particular  the  price  of  gold  and  copper)  have  fluctuated  and  are
affected  by  numerous  factors  beyond  the  Group’s  control,  including  global  demand  and  supply,  international
economic  trends,  currency  exchange  fluctuations,  expectations  for  inflation,  speculative  activity,  consumption
patterns  and  global  or  regional  political  events.  The  aggregate  effect  of  these  factors  is  impossible  to  predict.
Fluctuations  in  commodity  prices,  over  the  long  term,  may  adversely  impact  the  returns  of  the  Group’s
exploration projects.

A significant reduction in global demand for gold, copper or other metals and minerals, could lead to a significant
fall in the value of the Group’s exploration assets and the cash flow from any production, or even result in the
abandonment of a project should it prove uneconomical to develop. This may have a material adverse impact on
the operating results and financial condition of the Group.

2.4.1.6 Financing
The  successful  exploration  and  development  of  natural  resources  on  any  project  will  require  significant  capital
investment.  The  company  intends  to  secure  this  capital  by  bringing  in  joint  venture  partnerships  including
established mining groups and investors, and through the issue of additional equity capital in the Company. The
Group’s  ability  to  attract  joint  venture  partners  or  to  raise  further  funds  will  depend  on  the  success  of  their
exploration  programmes  and  broader  market  conditions.  The  Group  may  not  be  successful  in  procuring  the
requisite funds on terms which are acceptable to it (or at all) and, if such funding is unavailable, the Group may be
required to reduce its level of exploration activity and divest or relinquish its assets.

2.4.1.7 Political, economic and regulatory regime
The  exploration  licences  and  operations  of  the  Group  are  in  jurisdictions  outside  the  United  Kingdom  and
accordingly there will be a number of risks which the Group will be unable to control. Whilst the Group will make
every effort to ensure it has robust commercial agreements covering its activities, there is a risk that the Group’s
activities will be adversely affected by economic and political factors such as the imposition of additional taxes
and  charges,  cancellation  or  suspension  of  licences  and  changes  to  the  laws  governing  mineral exploration  and
operations.

The Group’s activities will be dependent upon the grant of appropriate licences, concessions, leases, permits, and
regulatory consents that may be withdrawn or made subject to limitations. There can be no assurance that they
will be granted or renewed or if so, on what terms. There is also the possibility that the terms of any licence may
be  changed  other  than  as  represented  or  expected. The  countries  where  the  Group  currently  operates,  offer
relatively stable political frameworks and actively supports foreign investment.

- 23 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

2.4.1.8 Dependence on key personnel
The  Group  is  dependent  upon  its  executive  management  team  and  various  technical  consultants.  Whilst  it  has
entered into contractual agreements with the aim of securing the services of these personnel, the retention of
their services cannot be guaranteed. The development and success of the Group depends on its ability to recruit
and retain high quality and experienced staff. The loss of the service of key personnel or the inability to attract
additional qualified personnel as the Group grows could have an adverse effect on future business and financial
conditions.

Financial Review

2.5
The  Company  was  incorporated on 28 April 2017. The share  for  share  transaction  has  been  treated  as  a  group
reconstruction  and  accordingly  the  financial  information  for  the  current  and  comparative  year  has  been
presented  as  if Altus  Exploration  Management  Limited  (formerly Altus  Strategies  Limited) had  been  owned  by
Altus Strategies plc throughout the current and prior year. The comparative figures for prior years represent the
Group as if there had been no change in control.

The Group is not yet producing minerals and so has no income other than bank interest and management fees
arising from joint venture partnerships. Consequently, the Group is not expected to report profits until it disposes
of or is able to profitably develop or otherwise turn to account its exploration and development projects.

Loss for the year

2.5.1
The Group recorded a loss for the year of £1,862,805 (2016: loss of £653,666). The Group is currently involved in
exploration and evaluation activities and is not actively mining. As a result, the Group is not revenue generative.

Cash and cash equivalents

2.5.2
At 31 December 2017, the Group had cash and cash equivalents of £523,344 (2016: £415,914). The Directors have
prepared  cash  flow  forecasts  for  the  12  months  from  the  date  of  signing  of  these  Financial  Statements.  The
Directors have formed a judgement at the time of approving the Financial Statements that there is a reasonable
expectation  that  the  Company  and  Group  have  adequate  resources  to  continue  operations  for  the  foreseeable
future.  For  this  reason,  the  Directors  continue  to  adopt  the  going  concern  basis  in  preparing  the  Financial
Statements. Further details of the Directors’ conclusions regarding going concern are detailed in note 1.3 to the
Financial Statements. The Directors do not recommend payment of a dividend (2016: £Nil).

2.5.3

Exploration Assets

Capitalised as intangible assets during the year
Carrying amount at 31 December

2017
£46,235
£151,875

2016
£15,371
£105,640

Due to the preliminary nature of the exploration activities carried out by the Group, expenditure on exploration
activities  is  not  all  capitalised,  with  the  exception  of  mineral  licence  fees. The  Group  acquired  new  licences  in
2017 at Daro and Zolowo, and renewed its licences at Bikoula, Laboum and Tigray-Afar.

Joint Venture Income

2.5.4
During  2017  at  total  of  £401,228 (2016:  £455,530)  was  received  from  the Group’s  joint  venture  partners  in
reimbursement of exploration expenditures incurred by the Company. This figure comprised £338,155 from Japan
Oil, Gas and Metals National Corporation (“JOGMEC”) and £62,073 from Canyon Resources Ltd.

- 24 -

ALTUS STRATEGIES PLC
STRTEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

Financial Key Performance Indicators

2.5.5
The  principal  financial  key  performance  indicators  (‘KPIs’)  monitored  by  the  Board  concern  levels  and  usage  of
cash.  The  four  main financial  KPIs  for  the Group  that  allow  it  to  monitor  costs  and  plan  future  exploration  and
development activities and are as follows:

Cash and cash equivalents
General and administrative expenses as a percentage of total assets
Exploration and development costs as a percentage of total operating costs
Capitalised as intangible assets during the year

2017
£523,344
108%
30%
£46,235

2016
£415,914
74%
50%
£15,371

KPI’s are not GAAP measurements and are not intended to be a substitute for these measures. The KPI’s used by
the Group may not be the same as those used by other companies and so should not be used as such.

General and administrative expenses as a percentage of total assets have increased, in light of the reduction of
outstanding trade receivables due to the end of the joint venture with JOGMEC.

The Group aims to maximise its outlay on exploration and development costs expenses as a percentage of total
operating costs. Exploration and development costs as a percentage of total operating costs have decreased, in
light  of increased  legal  and  professional costs  with  respect  to  the  listing  on  the  AIM  and  enhanced  employee
remuneration.

Exploration  costs  capitalised  as  intangible relate  to  acquisition  of  mineral  licences  during  2017  and  have
increased, in light of expansion of the portfolio of licences and renewal of existing licences.

Non-Financial Key Performance Indicators

2.5.6
The Board monitors the following non-financial KPIs on a regular basis:

Operational Performance: The Company made good progress with its exploration  programmes through

the year with a number of new discoveries being made and existing targets being defined in more detail.

Project related KPI’s which are evaluated include:
o Exploration expenditure by project
o Acquisition of new project areas

Fundraising

2.5.7
On  the  10  August  2017  a  total  of  11,100,000  new  Ordinary  Shares  of  1p  each  were  issued  through  a  private
placement and subscription agreement at an issue price of £0.10 per share to raise £1,100,000 before expenses.
The  placement  and  subscription were undertaken  in  conjunction  with  the  listing  of  the  Company’s  entire  then
issued share capital on the Alternative Investment Market of the London Stock Exchange. After the year end the
Company  completed  a  non-brokered  private  placement  offering  of  units  ("Units")  at  an  issue  price  of  C$0.15  /
£0.0846  per  Unit  to  raise C$4,108,742 /  £2,300,690. Each  Unit  was  comprised  of  one  Ordinary  Share and  one
Ordinary Share purchase warrant of Altus ("Warrant") exercisable to purchase one Ordinary Share for five years at
an exercise price of C$0.30.

By order of the Board

Mr S Poulton
Director
30 April 2018

- 25 -



ALTUS STRATEGIES PLC
BOARD OF DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2017

Sustainability

2.6.1
Altus is committed to conducting its business activities in a manner which promotes sustainable development and
creates an improvement in the social welfare of each of the regions in which it operates. We strive continuously
to  limit  the  impact  of  our  activities  on  the  natural  environment  and  the  surrounding  communities.  It  is  a
fundamental  policy  of  the Group that  all  business  will  be  conducted  responsibly and,  in  a  manner, designed  to
protect our staff, the community and the environment by creating a safe and healthy work environment.

Local communities

2.6.2
Altus is proud of the positive impacts it has on the local communities where it operates. While many of the areas
where the Group operates are relatively remote, where possible the Group seeks to employ and train members of
the local community in order that they can participate socially as well as economically in our exploration activities.
The  Group  seeks  to  employ  technicians  and  geologists  from  the  countries  in  which  it  has  operations.  Where
possible  the Group seeks  to  develop  affiliations  to  the  geological  departments  within  the  universities  of  these
countries.

Environmental

2.6.3
Altus  is  sensitive  to  the  environment  in  which  it  works  and  therefore  undertakes  its  exploration  activities  in  a
manner  that minimises  or  eliminates  negative  environmental  impacts  and  maximises  positive  impacts  of  an
environmental  nature.  Altus  is  a  mineral  explorer  and  developer,  not  a  mining  company.  Hence,  the
environmental impact associated with its activities is minimal. To ensure proper environmental stewardship on its
projects, Altus ensures that all areas it explores are properly maintained, conserved and rehabilitated.

Human rights

2.6.4
Altus  is  committed  to  best-practice  in  socially  and  morally  responsible  exploration  and in  the  development  of
mineral resources for the benefit of all stakeholders. The activities of the Group are in line with applicable laws on
human rights.

Health & Safety

2.6.5
The Group operates  a  comprehensive  health  and  safety  programme  to  ensure  the  wellness  and  security  of  its
employees.  The  control  and  eventual  elimination  of  all work-related hazards  requires  a  dedicated  team  effort
involving the active participation of all employees. A comprehensive health and safety programme is the primary
means  for  delivering  best  practices  in  health  and  safety  management.  This  programme  is  regularly  updated  to
incorporate  employee  suggestions,  lessons  learned  from  past  incidents  and  new  guidelines  related  to  new
projects with the aim of identifying areas for further improvement of health and safety management. This results
in  continuous  improvement  of  the health  and  safety  programme.  Employee  involvement  is  recognised  as
fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and
accidents.

Directors, Senior Management and Advisors

2.7
As at 31 December 2017, the Board of Directors comprised four members: two Executive Directors and two Non-
Executive  Directors  including  the  Chairman,  Mr  David  Netherway.  Subsequent  to  the  end  of  the  year  on  30
January  2018  Mr  Michael  Winn  was  appointed  as  a  Non-Executive  Director.  The  Directors  have  a  wealth  of
minerals exploration and financial experience.

Directors

2.7.1
David G. Netherway B.E. (Mining), C.Dip.A.F FAusIMM FIMMM
Non-Executive Chairman**
Mr Netherway is a mining engineer with over 40 years of experience in the mining industry. David was involved in
the  construction  and  development  of  the New  Liberty,  Iduapriem,  Siguiri,  Samira Hill  and  Kiniero  gold  mines in
West  Africa  and  has  mining  experience  in  Africa,  Australia,  China,  Canada,  India  and  the  Former  Soviet  Union.
- 26 -

ALTUS STRATEGIES PLC
BOARD OF DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2017

David served as the CEO of Shield Mining until its takeover by Gryphon Minerals, prior to that he was the CEO of
Toronto listed Afcan Mining Corporation, a China focused gold mining company that was sold to Eldorado Gold in
2005.  He  was  also  the  Chairman  of  Afferro  Mining  which  was  acquired  by  IMIC  in  2013.  David  has  held  senior
management  positions  in  a  number  of  mining  companies  including  Golden  Shamrock  Mines,  Ashanti  Goldfields
and  Semafo  Inc.  He  is  a  former  director  of  Altus  Resource  Capital  and  Altus  Global  Gold.  Mr  Netherway  is
currently the non-executive Chairman of Kilo Goldmines [TSX: KGL] and of Canyon Resources [ASX: CAY] which is
Altus’  partner  in  the  Birsok  and  Mandoum  Project  and  he  is  a  non-executive  director  of  Avesoro  Resources
(formerly Aureus Mining) [TSX/AIM: ASO] and of Kore Potash plc [ASX, AIM & JSE: KP2].

Steven J. Poulton BSc. (Hons.), MSc. MCSM FGS FIMMM
Director and Chief Executive Officer
Mr Poulton is the Chief Executive and co-founder of Altus Strategies and a director of its exploration subsidiaries.
He holds an Honours degree in Geology from Southampton University and a Master's degree in Mining Geology
from  the  Camborne  School  of  Mines.  Steven  started  his  career  with  Mano  River  Resources  in  1998,  rising  to
Operations Manager and latterly director in 2007. In 2002 he co-founded Ariana Resources which listed on AIM in
2005 [AIM: AAU]. In 2004 he founded and was interim Chairman of African Aura Resources which listed on the
TSX-V in 2008 and which through its merger with Mano River in 2009 created African Aura Mining. In 2011 African
Aura  Mining  was  divested  into  Afferro  Mining  which  was  acquired  by  IMIC  in  2013  and  gold  producer  Avesoro
Resources (formerly Aureus Mining) [TSX/AIM: ASO]. He was a non-executive director of West African diamond
development company Stellar Diamonds from 2007. Stellar listed on AIM by way of a reverse takeover of West
African Diamonds in 2010 and was acquired by Newfield Resources [ASX:NWF] in 2018. In 2008 Altus co-founded
and  Steven  was  joint  Investment Manager  to  Altus  Resource  Capital,  a  five  year  closed-ended  and  long-only
investment fund focused on junior resource equities. Altus Resource Capital listed on the LSE in 2009 and by 2011
had approximately US$150m of assets under management. He is a director of Aegis Holdings and a co-founder of
industry networking groups The Oxford Mining Club and Resource IQ. He is a Fellow of the Geological Society of
London, a Fellow of the Institute of Materials, Minerals and Mining and a member of the Association of Mining
Analysts.

Matthew R. Grainger BSc. MSc. MCSM
Director and Executive Director
Mr  Grainger  is  an  Executive  Director  and  co-founder  of  Altus  Strategies  and  a  director  of  its  exploration
subsidiaries. He holds an Honours degree in Earth Science from Anglia Ruskin University and a Master's degree in
Mining Geology from the Camborne School of Mines. Matthew joined Cambridge Mineral Resources in 1999 and
in 2002 he co-founded Ariana Resources which listed on AIM in 2005 [AIM: AAU]. In 2006 he joined African Aura
Resources as Chief Operating Officer which listed on the TSX-V in 2008 and, through its merger with Mano River in
2009, created African Aura Mining, which in 2011 was divested into Afferro Mining which was acquired by IMIC in
2013 and gold producer Avesoro Resources (formerly Aureus Mining) [TSX/AIM: ASO]. Matthew is a director of
Aegis Holdings and a co-founder of industry networking groups The Oxford Mining Club and Resource IQ.

Robert B. Milroy BCom. (Hons)
Non-Executive Director**
Mr  Milroy  is  Chairman  of  Milroy  Capital  Ltd  a  family  investment  company  that  manages  various  private  equity
investments  in  natural  resources,  engineering,  renewable  energy  and  commercial  real  estate.  He  has  over  40
years of operational experience either as an owner or senior manager in the investment, mining and petroleum
industries.  He  was  a  founding  and  Managing  Director  of  the  Corazon  Capital  Group;  a  Guernsey  regulated
investment management and stockbroking company for 14 years until its takeover by Canaccord Genuity in 2010.
In addition, he was the Managing Director of Eagle Drilling, a drilling firm that specialised in hard rock core drilling
in  Central  and  Western  Africa.  Currently  he  is  a  Non-Executive  Director  of  the  Energy  Venture  Funds  III,  IV,  V,
Chairman of the Zeropex Group Ltd a water engineering firm. Previously he was a Non-Executive Director of Altus
Resource Capital, Altus Global Gold and Genuity Energy a UK onshore oil and gas exploration firm. Robert is also a
noted speaker and financial author, having written the Standard & Poor's Guides to Offshore Investment Funds.
Robert  graduated  with  a  Bachelor  of  Commerce  (Honours)  from  the  University  of  Manitoba  in  1971.  He  is  a

- 27 -

ALTUS STRATEGIES PLC
BOARD OF DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2017

Member  of  the  Association  of  Mining  Analysts,  Chartered  Institute  for  Securities  &  Investment,  Petroleum
Exploration Society of Great Britain and Institute of Directors.

Michael D. Winn
Non-Executive Director**
Mr Winn was the Chairman and CEO at Legend Gold Corp. a TSX-V listed company which was acquired by Altus in
January  2018.  Michael  is  President  of  Seabord  Capital  Corp.  which  provides  investment  analysis  and  financial
services to companies operating in the energy and mining sectors. Michael is also President of Seabord Services
Corp., a Canadian company providing management and regulatory services to private & public mining companies.
He  worked  as  an  analyst  for  Global  Resource  Investments  Ltd.  from  1993  to  1997  where  he  specialized  in  the
evaluation of emerging oil and gas and mining companies, and has worked in the oil and gas industry since 1983
and the mining industry since 1992. Michael is currently a director and officer of several TSX-V and NYSE listed
companies operating in Canada, Latin America, Europe and Africa. He holds a B.S. in Geology from the University
of Southern California.

** Denotes member of the Company’s Audit Committee and Remuneration Committee

Chief Financial Officer

2.7.2
David Miles BSc. CPA, CA
Chief Financial Officer
Mr  Miles  is  a  Chartered  Professional  Accountant  with  a  BSc  in Geology who  has  over 20  years’ experience  in  a
large multinational  corporate  environment,  primarily  with  Cominco  Ltd.  While  with  Cominco,  he  held  various
positions  in  corporate  finance  including  Exploration  Controller,  responsible  for  the  financial  reporting  of  the
corporation's  eight  international  exploration  subsidiaries  as  well  as  reporting  for  Canadian  based  exploration.
From  2002  to  2004,  David  was  the  corporate  controller  for  Quest  Capital  Corp.  (formerly  Viceroy  Resource
Corporation). David is currently the CFO of TSX-V listed Lara Exploration Ltd. and was formerly the CFO of Legend
Gold Corp. a TSX-V listed company which was acquired by Altus in January 2018. David was also formerly the CFO
at  the  following  TSX-V  listed  companies:  Reservoir  Minerals  Inc.  Revelo  Resources  Corp.,  Colombian  Mines
Corporation, Esperanza Resources Corp., Nevgold Resource Corp., Inca Pacific Resources Corp, Eurasian Minerals
Inc.,  Sanu  Resources  Ltd.,  Prospector  Consolidated  Resources  Inc.,  Standard  Uranium  Inc.  and  Alexco  Resource
Corp.

2.7.3
Strategic Advisers
Guy E. M. Pas BA. (Hons.)
Strategic Adviser
Mr  Pas  held  the  position  of  VP  at  Chase  Manhattan  bank  between  1973  and  1983.  In  1984  he  joined  the  oil
trading community and in 1987 co-founded the Addax & Oryx Group, an Africa-based oil production and trading
group.  In  1988  he co-founded,  and  was  chairman  of  Samax  Resources,  a  company  that  discovered  several
economic gold deposits in Tanzania and in 1998 was acquired by Ashanti Goldfields for US$130M. In 1995 he was
founder of Mano River Resources a West African gold, diamond and iron ore business which merged with African
Aura Resources. He was a director of African Aura Mining and its successor firm Afferro Mining. Afferro was sold
to IMIC plc for £126m/$200M in December 2013. Among other projects that Guy Pas was a founder or strategic
investor  in  are  Stellar  Diamonds,  Oxus  Resources,  Siberian  Diamonds,  Afren,  Ovoca  Gold,  Advance  Gold,  GAIA
Resource Fund, Eastbound Resources and Thriai Capital Advisors Ltd. He has a degree in Applied Economics from
HHS Antwerp since part of KU-Leuven, Belgium.

Dr. Demetrius Pohl B.A. Hons, M.Sc. Ph.D MAIPG
Strategic Advisor
Dr Pohl is a consulting economic geologist who began his career in the West Australian nickel fields where he is
credited  with  discovering  the  Dordie  North  nickel  deposit  for  Anaconda  Mining  Inc.  Since  then  Demetrius  has
worked for several major mining companies, including Esso Minerals, Chevron and BHP Billiton Ltd. in Australia,

- 28 -

ALTUS STRATEGIES PLC
BOARD OF DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2017

South America, and Africa where he was responsible for project generation, primarily for gold but also for base-
metals. Demetrius was involved in the early identification and development of the Syama, Sadiola and Morila gold
mines in Mali, Golden Pride in Tanzania, Essakan in Burkina Faso and Tongon in Côte d’Ivoire. He started a private
exploration company, Sanu Resources Inc., in 1997, which went public in 2003 and in 2006 discovered the 30Mt
Hambok massive sulphide copper zinc deposit in Eritrea. In 2008 Sanu was merged into NGEx Resources Inc., a
Lundin  Mining  Corporation  group  company.  Demetrius became  VP  Exploration  of  Corado  Capital  Corp,  an
exploration company spun out of NGEx in 2012. Corado was subsequently merged with Legend Gold Corp. in 2013
where he became VP Exploration. Legend was then acquired by Altus in January 2018. Demetrius is currently a
director of Rhyolite Resources Inc., acts as a Qualified Professional for Revelo Resources Corp. and Atico Mining
Corporation and is on the Advisory Board of Indigo Exploration Inc. Demetrius holds a Ph.D in Geochemistry from
Stanford  University, has  published  research  on  epithermal  'bonanza'  silver  deposits  in  Peru  at  the  American
Museum  of  Natural  History  in  New  York,  where  he  held  the  position  of  Assistant  Curator  and  teaching  at
Columbia University as an adjunct professor in Economic Geology.

Ambogo Guindo MSc.
Strategic Adviser (Mali)
Mr  Guindo  has  over  25  years'  experience  in  gold  exploration  in  Mali,  where  he  was  former  government  and
United Nations Development Programme geologist. He was involved in the discovery and drill out of the Syama
deposit for BHP Minerals International in 1987, and served with BHP for 12 years including two years in their San
Francisco Head Office. Ambogo was VP Business Development at Legend Gold Corp. a TSX-V listed company which
was acquired by Altus in January 2018. Previously Ambogo served as VP Exploration for North Atlantic Resources
Ltd  in  2002  prior  to  its  acquisition  by  Legend  Gold.  He  has  been  instrumental  in  acquiring  and  maintaining  the
properties held by Altus in Mali.

Dr. Neil Adshead BSc (Hons.) Ph.D
Strategic Adviser
Dr  Adshead  is  an  independent  resource  specialist  who  until  early  2017  was  an  Investment  Strategist  at  Sprott
Asset Management in Canada. Prior to joining Sprott, Neil was a senior mining analyst with Passport Capital, a San
Francisco-based  global  investment  firm.  Previously,  Neil  spent  10  years  in  corporate,  exploration  and  mine
geology  roles  for  Placer  Dome  subsidiaries  in  Canada,  Australia  and  Papua  New  Guinea.  Neil  received  a  PhD  in
Economic Geology from James Cook University of North Queensland, Australia, in 1995. Before departing the UK
Neil worked as a mud logger and data engineer on North Sea oil rigs for a Schlumberger subsidiary after receiving
a  First  Class  Honours  degree  in  Earth  Sciences  from  Birmingham  University.  Neil  has  built  an  extensive  global
network in both the mining and investment sectors over the past 25 years.

Dr. Tom G. Elder BSc. (Hons.) Ph.D FGS FIMMM
Strategic Adviser
Dr  Elder  is  a  geology  graduate  of  Durham  University  and  held  a  post-graduate  NATO  Scholarship at  the
Universities  of  Oslo  and  Durham,  his  doctorate  being  awarded  in  1964.  From  1964  to  1982  he  ran  exploration
programmes  in  the  UK,  Ireland,  Spain,  Italy,  Portugal  and  Greenland  for  Cominco  Ltd.  In  1982  he  joined  BP
Minerals  and  was  appointed  European, then  Global  Exploration  Manager.  The  latter  position  entailed
management of a total of eighteen countries, a geo-scientific staff of more than 150 and an annual budget of up
to US$65 million. Rio Tinto acquired BP Minerals in 1989, where his role involved assessing and recommending
exploration discoveries for development or disposal. Stepping down from Rio in 1995, he was appointed President
and  CEO  of  TSX-V  and  AIM-listed  Mano  River  Resources  Inc.  in  1998,  making  gold,  iron  ore  and  diamond
discoveries in Liberia, Sierra Leone and Guinea which subsequently went into production. From 2002 to 2011 he
was a non-executive director of Centamin Egypt Ltd during the year the Company put the Sukari gold project into
production.

Malcolm A. Burne
Strategic Adviser
Mr  Burne  started  his  career  in  stock  broking  as  an  equity  analyst  and  then  later  as  investment  editor  of  The

- 29 -

ALTUS STRATEGIES PLC
BOARD OF DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2017

Financial  Times  and  Telegraph  group.  He  has  managed  and  controlled  fund  management,  venture  capital  and
investment banking companies in Australia, Hong Kong and North America. Malcolm has been a director of over
twenty international companies. He was the founder of resources stockbroker, publicly quoted Ambrian Capital
plc, the former chairman of Australian Bullion Company and the founder and non-executive chairman of Golden
Prospect Precious Metals Limited.

- 30 -

ALTUS STRATEGIES PLC
DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

DIRECTORS’ REPORT

The directors present their group annual report and financial statements for the year ended 31 December 2017.

Principal activities and business review
The parent company was incorporated on 28 April 2017.

The principal activity of the Group and Company is that of a mineral exploration project generator and resource
investment advisor.

On 6 June 2017, the company changed its name from Altus Resources plc to Altus Strategies plc.

The Company’s ordinary shares are listed on the London Alternative Investment Market under the symbol ALS.
The Company aims to create value for its shareholders by providing them with an economic participation in the
discovery and development of mineral resources.

The Group aims to discover and acquire a portfolio of mineral exploration projects, diversified by commodity and
jurisdiction.  Thereafter  the  Group  seeks  joint  venture  partnerships  with  larger  mining  groups  or  strategic
investors, to finance the subsequent stages of exploration and development of its assets, in return for an equity
interest in each project.

The  Group’s  business  plan  is  to  grow  through  new  licence  applications  and  strategic  project  and  royalty
acquisitions. The Group evaluates new opportunities in jurisdictions in which it either holds a presence, and/or
where it believes it has the technical and management expertise to operate.

The Group intends to earn income from the sale of its project interests, as well as from cashflow from producing
royalties it may hold.

The Board seeks to run the Group with a low cost base in order to maximise the amount of shareholder funds
spent on exploration and development, as this is where the Directors believe most value can be added. To this
extent, the corporate office is run on a streamlined basis by a core team, and specialist skills and activities are
outsourced as appropriate, both in the United Kingdom and in local countries.

The  Group  finances  its  activities  through  periodic  capital  raisings  with  share  placings  and  through  funding
agreements  with  joint  venture  partners.  As  the  Group  continues to  develop  its  projects,  there  may  be
opportunities  to  obtain  funding  through  other  financial  instruments,  including  royalty,  debt  or  other
arrangements with strategic parties.

A  detailed  review  of  the Group’s  activities,  together  with  expected  future  developments and  objectives of  the
Group, is provided within the Strategic Report.

Results and dividends
The results for the year are set out in the Group Statement of Comprehensive income.

No ordinary dividends were paid during the year (2016 - £Nil). The directors do not recommend payment of a
final dividend.
dividend.

31

ALTUS STRATEGIES PLC
DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

Directors
The directors who held office during the year and up to the date of signature of the financial statements were as
follows:

Mr D Netherway
Mr S Poulton
Mr M Grainger
Mr R Milroy
Mr M Winn

(appointed 21 May 2017)
(appointed 28 April 2017)
(appointed 28 April 2017)
(appointed 21 May 2017)
(appointed 30 January 2018)

Substantial shareholdings
The Directors are aware of the following substantial interests or holdings in 3% or more of the Company’s
ordinary called up share capital as at 30 April 2018

Major shareholders
Steven Poulton*
Michael Winn*
Exploration Capital Partners 2012 Limited Partnership
David Netherway*
Matthew Grainger*
Euro Pacific Gold Fund
Exploration Capital Partners 2014 Limited Partnership

*Indicates Directors of the Company

Number of shares
24,354,569
17,969,898
17,458,000
10,750,600
8,747,500
6,680,000
6,000,000

% of issued capital
13.83
10.20
11.74
6.10
4.97
3.97
3.41

Share Capital
Details  of  the  share  capital  and  movements  in  share  capital  during  the year are  disclosed  in  note 29 to  the
financial statements.

During the year no share options were issued to directors.

Company’s listing
The Company’s ordinary shares have been traded on AIM since 10 August 2017.

Going Concern and availability of finance
The  Directors  have  a  reasonable  expectation  that  the  Group  has  and  will  have  future  access  to  adequate
resources to continue in operational existence for the foreseeable future and, therefore, continue to adopt the
going  concern  basis  in preparing  the  Annual  Report  and  Financial  Statements.  Further  details  on  their
assumptions  and  their  conclusion  thereon  are  included  in  the  statement  on  going  concern  in  Note  1.3  of  the
Financial Statements.

32

ALTUS STRATEGIES PLC
DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

Website publication
The  Directors  are  responsible  for  the  maintenance  and  integrity  of  the  corporate  and  financial  information
included on the Group’s website (www.altus-strategies.com) and for ensuring the annual report and the financial
statements are made available on its website. Financial statements are published on the Company’s website in
accordance  with  legislation  in  the  United  Kingdom  governing  the  preparation  and  dissemination  of  financial
statements,  which  may  vary  from  legislation  in  other jurisdictions.  The  maintenance  and  integrity  of  the
Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing
integrity of the financial statements contained therein. The Group is compliant with AIM Rule 26 regarding the
Group’s website.

The  Directors  confirm  that  they  have  complied  with  the  above  requirements  in  preparing  the  Financial
Statements.

Principal Risks and uncertainties
The principal risks and uncertainties are outlined in the Strategic Report.

Board composition
The Directors who served during the year are stated on the previous page.

The Directors have responsibility for the overall corporate governance of the Group and recognise the need for
the highest standards of behaviour and accountability. The Directors are committed to the principles underlying
best practice in corporate governance and as the Group grows intend to comply  with the principles of The UK
Corporate  Governance  Code  published  in  September  2014  by  the  Financial  Reporting  Council  and  the  Quoted
Companies  Alliance  (QCA)  published  Corporate  Governance  Guidelines  in  such  respects  as  they  consider
appropriate for a company of its size and nature. The Board has a wide range of experience directly relevant to
the  Group  and  its  activities  and  its  structure  ensures  that  no  one  individual  or  group  dominates  the  decision
making  process. Further  details  relating  to  the  Board,  independence and  meetings  undertaken  during  the  year
are set out in the Report on Corporate Governance.

Committees
The Company has established an Audit Committee and a Remuneration Committee. Details of these committees
are set out in the Report on Corporate Governance.

Employees
As a Group, we understand the importance of our team in developing and growing the Company for the future.
We aim to create an environment that will attract, retain and motivate people to maximise their potential. The
Company  provides  fair  remuneration,  flexible  working  arrangements  where  practical  and  exposure  to  wider
aspects  of  the  Company’s  operations.  The  Company  gives  full  and  fair  consideration  to  applications  for
employment  received  irrespective  of  age,  gender,  colour,  ethnicity,  disability,  nationality,  religious  beliefs,  or
sexual  orientation.  The  Board  also  welcomes  interest  and  suggestions  from  employees,  which  can  improve
business performance.

Share dealing
The Company has adopted a share dealing code for the Directors and relevant employees in accordance with the
AIM  Rules  and  Market  Abuse  Regulations  and  takes  proper  steps  to  ensure  compliance  by  the  Directors  and
these employees. Details of this the code are set out in the Report on Corporate Governance.

Training & development
Altus  has  a  long  track  record  in  recruiting  and  training  promising  geologists.  Each  year  the  Company  typically
offers at least one MSc level project thesis to students studying geology or mining geology. The Company is also
proud to provide internships for recent graduates, allowing them to gain flexible work experience and if available
the opportunity for a full time role with the Company.

33

ALTUS STRATEGIES PLC
DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

Directors and their interests
The  Directors  who  served  during  the  year,  together  with  their  directly  beneficial  interests  in  the  shares  of  the
Company as at 31 December 2017, are as follows:

Director
David Netherway1
Steven Poulton2
Matthew Grainger3
Robert Milroy4

31 December 2017
Shares
10,750,600
24,354,569
8,747,500
250,000

Options
-
-
-
-

31 December 2016
Shares
38,516
109,973
27,933
-

Options
4,570
2,784
13,089
-

1. Includes 1,333,400 Ordinary Shares held by Diane Rissik
2. Includes 1,600,000 Ordinary Shares held by Susannah Poulton
3. Includes 720,000 Ordinary Shares held by Anna Grainger
4. Held through Milroy Capital Limited a company controlled by Robert Milroy

Share options
Altus  Exploration  Management  Ltd  (“AEM”  formerly  Altus  Strategies  Ltd) had  issued  Enterprise  Management
Incentive  approved  (“EMI”) and non-EMI  share  options to  Directors,  employees  and  non-employees.  All  of  the
issued and outstanding share options of AEM were either exercised or cancelled prior to the shareholders of AEM
undertaking a share for share exchange with the Company on 14 June 2017. Prior to the share exchange AEM
undertook  a 200:1  share  subdivision.  The  numbers  and  prices  of  the  share  options  described  below  are  in  the
share capital of AEM and on a pre-subdivision basis.

Non-EMI Share Options
The total number of non-EMI share options over Ordinary shares outstanding at 31 December 2017 was Nil
(2016: 8,170).

Date of grant/exercisable from

Exercise
price

Outstanding 31
December 2016

Exercised Cancelled

Outstanding 31
December 2017

1 September 2007
17 November 2007
08 November 2009
11 January 2012
Total

£7.50
£15.00
£10.00
£4.70

1,600
1,000
1,000
4,570
8,170

1,600
800
800
4,570
7,770

-
200
200
-
400

-
-
-
-
-

34

ALTUS STRATEGIES PLC
DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

The non-EMI share options exercised by Directors, employees and non-employees during the year was as follows:

Date of grant/exercisable from

Exercise
price

Exercised in the
year

David
Netherway

Employees Non-employees

1 September 2007
17 November 2007
08 November 2009
11 January 2012
Total

£7.50
£15.00
£10.00
£4.70

1,600
800
800
4,570
7,770

-
-
-
4,570
4,570

-
-
-
-
-

1,600
800
800
-
3,200

Approved EMI Share Options
The total number of approved-EMI share options over Ordinary shares outstanding at 31 December 2017 was Nil
(2016: 29,141).

Date of grant/exercisable from

Exercise
price

Outstanding 31
December 2016

Exercised Cancelled

Outstanding 31
December 2017

11 January 2012
11 January 2016
11 January 2016
Total

£4.70
£4.70
£6.00

19,232
2,784
7,125
29,141

19,232
2,784
6,750
28,766

-
-
375
375

-
-
-
-

The approved EMI share options exercised by Directors, employees and non-employees during the year was as
follows:

Date of grant/exercisable from

Exercise
price

Exercised in
the year

Steven
Poulton

Matthew
Grainger

Employees

11 January 2012
11 January 2016
11 January 2016
Total

£4.70
£4.70
£6.00

19,232
2,784
6,750
28,766

-
2,784
-
2,784

13,089
-
-
13,089

6,143
-
6,750
12,893

The Company does not currently have an approved EMI or unapproved share option plan in place and as such
there are currently no share options issue and outstanding.

Director
David Netherway
Steven Poulton
Matthew Grainger
Robert Milroy

Options held
-
-
-
-

Suppliers & Contractors
The Group has a prompt payment policy and seeks to ensure that all liabilities are settled within the supplier’s
terms.  Through  fair  dealings  the Group aims  to  cultivate  the  goodwill  of  its  contractors,  consultants  and
suppliers.

35

ALTUS STRATEGIES PLC
DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

Future developments
The Group will continue to execute its project generator business model during 2018. Its activities are expected
to include:
-
-
-

undertake budgeted mineral exploration programmes across the Group’s portfolio of projects;
enter discussions and agreements with third parties for new joint ventures on the Group’s projects; and
consider potential project, royalty and company acquisition opportunities.

Matters covered in the Strategic Report
The business review and review of KPIs are included in the Operations Review and Strategic Report.

Financial risk management

In common with all other businesses, the Group is exposed to a variety of financial risks that arise from its area of
operations. These include the effect of changes in foreign currency exchange rates, funding risk, credit risk and
liquidity risk. The Group has a risk management programme in place that seeks to limit the adverse effects on the
financial performance of the Group. The Group does not use derivative financial instruments to manage foreign
currency risk and, as such, no hedge accounting is applied.

Financial Instrument Risk
The Group’s strategy with respect to cash is to safeguard this asset by investing any excess cash in very low risk
financial  instruments  such  as term  deposits  or  by  holding  funds  in  the  highest  yielding  savings  accounts  with
major  United  Kingdom  banks.  By  using  this  strategy,  the  Company  preserves  its  cash  resources  and  can
marginally  increase  these  resources  through  the  yields  on  these  investments. The  Company’s  financial
instruments  are  exposed  to  certain  financial  risks,  which  include  currency  risk,  credit  risk,  liquidity  risk and
interest rate risk.

Currency Risk
The Company's functional currency is the pound sterling, and major purchases are transacted in pounds sterling,
West  African  francs,  Ethiopian  birr,  Moroccan  dirham  and  the  Liberian  dollar. The  Company’s  head  office
expenditures are mainly incurred in pounds sterling and the majority of its exploration costs are incurred in the
local African  currencies. Management  believes  the  foreign  exchange  risk  derived  from  currency  conversions  is
not significant to its operations, and therefore does not hedge its foreign exchange risk. For the year ended 31
December 2017, the Company had an exchange gain of £14,318 (2016 - £38,605) which were not material to its
operations.

Credit Risk
Credit  risk  is  the  risk  that  one  party  will  cause  a  financial  loss  for  another  party  by  failing  to  discharge  an
obligation.  The  Company's  credit  risk  is  primarily attributable  to  receivables from  joint  venture  partners.  The
Company has no significant concentration of credit risk arising from operations.

Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The
Company’s  objective  is  to  ensure  that  there  are  sufficient  committed  financial  resources  to  meet  its  current
obligations and its future business requirements for a minimum of twelve months.

Events after the reporting date
The events after the reporting date are set out in note 28 to the Financial Statements.

Directors’ and Officers’ Indemnity Insurance
The  Group  provided  Directors  and  Officers  insurance  for  both  the  current  and  prior years and  has  made
qualifying third-party indemnity provisions for the benefit of its Directors and Officers. These were made during
the year and remain in force at the date of this report.

36

ALTUS STRATEGIES PLC
DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

Annual General Meeting
The Notice of the Annual General Meeting of the Company and the Management Information Circular together
with Management Discussion and Analysis as at 31 December 2017 will be distributed to shareholders together
with the Annual Report. Full details of the business to be considered at that meeting can be found in the Notice.

Auditor
PKF Littlejohn were appointed as auditor to the company and in accordance with section 485 of the Companies
House Act 2006, a resolution proposing that they be re-appointed will be put forward at a General Meeting.

PKF Littlejohn LLP has indicated its willingness to continue in office as auditor.

Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit
information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the
necessary  steps  that  they  ought  to  have  taken  as  directors  in  order  to  make  themselves  aware  of  all  relevant
audit information and to establish that the company’s auditor is aware of that information.

Directors’ responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with
On behalf of the board
applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the
Directors  have  prepared the Group and  Parent  Company financial  statements  in  accordance with  International
Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must
not approve the financial statements unless they are satisfied that they give a true and fair view of the state of
affairs  of  the Group  and  Parent  Company  and  of  the  profit  or  loss  of  the Group and  Parent  Company  for  that
period. The  Directors  are  also  required  to  prepare  financial  statements  in  accordance  with  the  rules  of  the
London Stock Exchange for companies trading securities on the Alternative Investment Market and in accordance
with the rules of the Toronto Stock Exchange.

In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;
state whether applicable IFRSs as adopted by the European Union have been followed for the Group and
Parent Company financial statements, subject to any material departures disclosed and explained in the
financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Group and Parent Company will continue in business.

The Directors  are  responsible  for  keeping  adequate  accounting  records  that  are  sufficient  to  show  and  explain
the Group’s and Parent Company’s transactions and disclose with reasonable accuracy at any time the financial
position of the Group and Parent Company and enable them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Parent Company
and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

37





ALTUS STRATEGIES PLC
DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

The  Directors  are  responsible  for  the  maintenance  and  integrity  of  the  corporate and  financial  information
included  on  the  Company’s  website. Legislation  in  the  United  Kingdom  governing  the  preparation  and
dissemination of the financial statements may differ from legislation in other jurisdictions.

The Company is compliant with AIM Rule 26 regarding the Company’s website.

On behalf of the board

..............................
Mr S Poulton
Director
Date: 30 April 2018

38

ALTUS STRATEGIES PLC
CORPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2017

CORPORATE GOVERNANCE STATEMENT

The  Directors  have  responsibility for  the  overall  sound  corporate  governance  of  the  Group  and  recognise  the
importance of the highest standards of behaviour and accountability. As the Group grows the Directors will seek
to develop policies and procedures in line with the requirements of the Code of Best Practice (commonly known
as the ‘UK Corporate Governance Code’), as published in 2014 by the Financial Reporting Council and the Quoted
Companies  Alliance  (QCA)  published  Corporate  Governance  Guidelines  in  such  respects  as  they  consider
appropriate for a company of its size and nature. The Board has a wide range of experience directly relevant to
the  Group  and  its  activities  and  its  structure  ensures  that  no  one  individual  or  group  dominates  the  decision
making  process.  On  3rd  August  2017  the Board  adopted  a  series  of  internal  financial  and  performance  related
controls as set out within a framework document entitled ‘Financial Position and Prospects Procedures’.

Organisation overview
The  Group’s  Board  of  Directors  comprises  the  Chief  Executive  Officer,  an  Executive  Director  and  three  Non-
Executive  Directors  including  a Non-Executive  Chairman.  The  Group’s  business  is  directed  by  the  Board  and  is
managed  on  a  day  to  day  basis  by  the  Chief  Executive  Officer  and  Executive  Director,  based  at  the  Company’s
registered offices in Didcot, United Kingdom. The Group’s Chief Financial Officer is based in Vancouver, Canada.

The Group’s corporate structure reflects the Group’s ‘Project Generator’ business strategy. The relevant licences
owned  by  the  Group  are  held  through  locally  domiciled  subsidiaries.  These  in  turn  are  owned  by  Seychelles  or
British  Virgin  Islands  (“BVI”)  incorporated  companies.  In  turn  the  Seychelles  or  BVI  companies  are  owned  by  a
series  of  England  &  Wales  incorporated exploration  companies  which  are  majority  or  fully  owned  by  Altus
Exploration  Management  Ltd  a  wholly  owned  subsidiary  of  Altus  Strategies plc.  Where  there  is  an  appropriate
requirement, for fiscal and other reasons, incorporated entities are also located in other particular territories.

The Group’s exploration activities during 2017 were undertaken through local subsidiaries in Morocco, Ethiopia,
Cameroon  and  Liberia.  After  the  end  of  the year the  Group  established  operations  in  Côte  d’Ivoire  and  Mali.
Statements  in  respect of  the  Company’s  social  and  environmental  responsibilities  are  set  out  separately in  the
Social and Environmental Report.

Board of Directors
The  Board  of  Directors  is  responsible  for  the  management  of  the  Group  on  behalf  of  its  shareholders.  The
objective of the Group is to create long term value for shareholders, and the Board is responsible for delivering
that objective by governing the Company and its subsidiaries. The Board is responsible for approving the Group
strategy and policies, for safeguarding the assets of the Group, and is the ultimate decision-making body of the
Group in all matters except those that are reserved for specific shareholder approval. Matters that are specifically
reserved  for  the  Board’s  decision  include  business  acquisitions or  disposals,  authorisation  of  major  capital
expenditure and material contractual arrangements, changes to the Group’s capital structure, setting policies for
the  conduct  of  business,  approval  of  budgets,  remuneration  policy  of  Directors  and  senior  management,  and
taking on debt and approval of financial statements. Other matters are delegated to the Committees of the Board
and Executive Directors, supported by policies for reporting to the Board.

As  at  31  December  2017  the  Board  of  Directors  comprised  two executive  directors  and  two  non-executive
directors being the Chairman, Mr David Netherway and Mr Robert Milroy. Subsequent to the end of the year Mr
M.  Winn  was  appointed  to  the  Board  as  a  non-executive  director.  The  executive  directors  being  Mr  Steven
Poulton  (Chief  Executive)  and  Mr  Matthew  Grainger  have  substantial  experience  in  the  mineral  exploration
sector. Similarly, the non-executive directors have extensive mineral and financial experience. Mr Netherway, Mr
Milroy and Mr Winn are classified as independent by the Toronto Stock Exchange.

39

ALTUS STRATEGIES PLC
CORPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2017

The responsibilities for David Netherway as Chairman include providing leadership to the Board, for the efficient
organisation and conduct of the Board’s function, in settings its agenda, for the briefing of all directors in relation
to issues arising at Board meetings and for ensuring that adequate time is available for discussion of all agenda
items. The Chairman is also responsible for effective shareholder communication, arranging Board performance
evaluation, promoting a culture of openness and debate by facilitating the effective contribution to the Board of
non-executive directors in particular, and to ensuring constructive and respectful relations between the executive
and non-executive directors and between the Board and senior management.

The executive directors oversee and coordinate the day-to-day running of the Group and can make decisions over
a number of areas without reference to the full Board and specifically deal with all matters relating to the daily
operation  of  the  Group.  The  executives  comprise  Steven  Poulton  (Chief  Executive)  and  Matthew  Grainger.  The
executive directors are responsible for the daily operation of the Group and for making recommendations to the
Board regarding short and medium-term budgets, targets and overall objectives and strategies for the Group.

The Company provides independent professional and legal advice to all directors where necessary, to ensure they
are  able  to  discharge  their  duties.  In  addition,  all  Board  members  have  access  to  the  services  of  the  Company
Secretary, who is responsible for ensuring all Board procedures are complied with.

The  articles  of  association  provide  that  any  Director  who  was  not  appointed  or  re-appointed  at  one  of  the
preceding  two  annual  general  meetings  retire  and  stand  for  re-election.  All  new  directors  appointed  since  the
previous Annual General Meeting need to stand for election at the following Annual General Meeting.

The Board has established an Audit Committee and a Remuneration Committee. The terms of reference of each
are described below.

Board and committee meetings
The  Board ordinarily  meets  approximately  on  a  quarterly  basis  and  as  and  when  further  required,  providing
effective leadership and overall management of the company’s affairs by reference to those matters reserved for
its decision. This includes the approval of the budget and business plan, major capital expenditure, acquisitions
and disposals, risk management policies and the approval of the financial statements. Formal agendas, papers and
reports  are  sent  to  the  Directors  in  a  timely  manner,  prior  to  the Board  meetings.  The Board  delegates  certain
aspects of its responsibilities to the Board committees which have terms of reference as listed below.

Attendance  at  the  meetings  of  the  Board  and  sub-committee  meetings throughout  the  year,  by  the  relevant
Board members since the formation of the Company in July 2017, is set out below.

Director

Board

Audit Committee

David Netherway
Steven Poulton
Matthew Grainger
Robert Milroy
Michael Winn2

9
9
9
9
n/a2

-
n/a1
n/a1
-
n/a

Remuneration
Committee
1
n/a1
n/a1
1
n/a

(1) n/a Indicates that a director was not a member of the committee at any time during the year.

(2) Michael Winn was appointed to the board after the end of the year, on 30 January 2018.

40

ALTUS STRATEGIES PLC
CORPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2017

Board Independence

Director

Position

Appointed

Status

David Netherway

Steven Poulton
Matthew Grainger
Robert Milroy
Michael Winn

Non-Executive
Chairman
Chief Executive
Executive
Non-Executive
Non-Executive

21 May 2017

Independent

Audit
Committee
Member

Remuneration
Committee
Member

28 April 2017 Not independent
28 April 2017 Not independent
Independent
21 May 2017
Independent
30 January 2018

-
-
Chair
Member

-
-
Chair
Member

Audit committee
The  Audit  Committee  comprises  Robert  Milroy,  David  Netherway  and  Michael  Winn  and  is  chaired  by  Robert
Milroy.  The Audit  Committee  is  expected  to  meet  at  least  twice  a  year  and  otherwise  as  required.  It  has
responsibility for monitoring the integrity of the financial statements, monitoring the quality of internal controls
and risk management systems, ensuring that the financial performance of the Company is properly measured and
reported  on  (including  annual  and  interim  accounts  and  results  announcements).  It  is  also  responsible  for
reviewing  reports  from  the  Company’s  auditors  relating  to  the  Group’s  accounting  and  internal  controls,
reviewing  any  changes  to  accounting  policies,  reviewing  and  monitoring  the  extent  of  the  non-audit  services
undertaken by external auditors and advising on the appointment of external auditors. The Audit Committee has
unrestricted access to the Company’s external auditors.

Remuneration committee
The  Remuneration  Committee  comprises  Robert  Milroy,  David  Netherway  and  Michael  Winn  and  is  chaired  by
Robert  Milroy.  It  is  expected  to  meet  not  less  than  once  a  year  and  at  such  other  times  as  required.  A  non-
executive director must be present at the meeting to form a quorate and the Committee may consult with the
Company’s  Chief  Executive  as  appropriate,  save  for  in  respect  of  the  remuneration  of  the  Company’s  Chief
Executive.

The  Remuneration  Committee  has  responsibility  for  determining,  within  the  agreed  terms  of  reference,  the
Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive
and non-executive directors, the Company Secretary and other senior executives. The Remuneration Committee
also has responsibility for: (i) recommending to the Board a compensation policy for directors and executives and
monitoring its implementation; (ii) approving and recommending to the Board and the Company’s shareholders,
the  total  individual  remuneration  package  of  the  chairman,  each  executive  and  non-executive  director  and  the
chief executive officer (including bonuses, incentive payments and share options or other share awards); and (iii)
approving and recommending to the Board the total individual remuneration package of the Company Secretary
and all other senior executives (including bonuses, incentive payments and share options or other share awards),
in each case within the terms of the Company’s remuneration policy and in consultation with the chairman of the
Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their
own remuneration.

Nomination Committee
Given  the  size  of  the  Board  and  the  stability  of management,  the  Company  has  not  established  a  separate
Nomination Committee but anticipates that were such a Committee to be established it would be drawn from the
members of the Remuneration Committee. The Board is collectively responsible for reviewing the structure, size
and composition (including skills, knowledge and experience) of the Board and its committees and for considering
new appointments of additional and replacement directors.

41

ALTUS STRATEGIES PLC
CORPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2017

Internal controls
The Board acknowledges their responsibility for the Group’s system of internal controls and procedures and for
reviewing the effectiveness of these and ensuring that management of its subsidiaries review the internal controls
and  procedures  operating  in  the  subsidiaries.  Such  controls and  procedures  are  designed  to  safeguard  the
Company’s  and  the  Group’s  assets  and  ensure  reliability  of  reporting  information,  financial  and  otherwise,  for
both internal use and external publication. The Group’s management has designed internal controls over financial
reporting,  in  order  to  provide  reasonable  assurance  regarding  the  reliability  of  financial  reporting  and  the
preparation of financial statements for external purposes in accordance with IFRS.

Throughout  the  year  the  design  and  operating  effectiveness  of  the  Group’s  internal  controls  over  financial
reporting  are  reviewed.  Based  on  these  evaluations  the  Board  has  concluded  that  the  internal  controls  over
financial reporting were effective as at 31 December 2017, using the criteria, having taken account of the size and
nature of the Group.

The Group’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect
that its disclosure controls and internal controls over financial reporting will prevent or detect all errors and fraud.
A  cost  effective  system  of  internal  controls,  no  matter  how  well  conceived  or  operated,  can  provide  only
reasonable,  not  absolute,  assurance  that  the  objectives  of  the  internal  controls  over  financial  reporting  are
achieved.  Continuing  reviews  of  internal  controls  will  be  undertaken  to  ensure  that  they  are  adequate  and
effective. The auditors additionally undertake a review as part of the statutory audit.

Risk Management
The  Board  considers  risk  assessment  to  be  important  in  achieving  its  strategic  objectives.  There  is  a  process  of
evaluation  of  performance  targets  through  regular  reviews  by  senior  management  of  forecasts.  Project
milestones, budgets and timelines are regularly reviewed.

Share dealing code
The  Company  has  adopted  a share  dealing  code  for  the  Directors  and  applicable  employees  of  the  Group  for
ensuring compliance by such persons with the provisions of the AIM Rules relating to dealings in the Company’s
securities, to the Market Abuse Regulation of AIM (MAR). The Directors consider that this share dealing code is
appropriate for a company whose shares are admitted to trading on AIM. The Group will continue to take proper
steps to ensure compliance by the Directors and applicable employees with the terms of the share dealing code
and the relevant provisions of the AIM Rules and MAR.

Service contracts
No Director has any service contracts, consultancy agreements or other such arrangements with a notice period
in excess of one year.

Non-audit services
The  Board  regularly  reviews  the  provision  of  non-audit  services  from  its  auditors,  at  least  annually  through
discussion at Committee meetings. The Board is satisfied that the provision of non-audit services by PKF Littlejohn
LLP is compatible with the general standard of independence for auditors and does not give rise to any conflict of
interest.

Anti-bribery and Anti-corruption policy
The  Company  has  implemented  an  anti-bribery  and  anti-corruption  policy  and  also  implemented  appropriate
procedures to ensure that the Board, employees and consultants of the Group comply with the UK Bribery Act
2010.

42

ALTUS STRATEGIES PLC
CORPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2017

Relations with shareholders
The Board is accountable to the Company’s shareholders and as such it is important for the Board to appreciate
the aspirations of the shareholders and equally that the shareholders understand how the actions of the Board
and short term financial performance relate to the achievement of the Group’s longer term goals.
The  Board  is  committed  to  providing  and  encouraging,  effective  communication  with  the  shareholders  of  the
Company. The Board reports to the shareholders on its stewardship of the Company through the publication of
quarterly  operational  updates  and  the  quarterly  and  final  financial  results.  The  Company  publishes  its  annual
report, interim report and quarterly operational and financial updates through stock exchange announcements.
News releases are issued throughout the year and the Company maintains a website (www.altus-strategies.com)
on which press releases, corporate presentations and Financial Statements are available to view.

Enquiries  from  individual  shareholders  on  matters  relating  to  the  business  of  the  Company  are  welcomed.
Shareholders  and  other  interested  parties  can  subscribe  to  receive  notification  of  news  updates  and  other
documents  from  the  Company  via  email.  In  addition,  the  Executive  directors  meet  with  major  shareholders  to
discuss  the  progress  of  the  Company  and  provide  periodic  feedback  to  the  Board  following  meetings  with
shareholders.

The  Board  views  the  Annual  General  Meeting  as  a  forum  for  communication  between  the  Company  and  all  its
shareholders and encourages and welcomes their participation in its agenda. The Executive directors attend the
Annual General Meeting and are available to answer questions. Details of resolutions to be proposed at the 2018
Annual General Meeting to be held in June 2018 will be sent to all shareholders and will also be available on the
Company’s website in due course.

By order of the Board

Steven Poulton
Chief Executive
30 April 2018

43

ALTUS STRATEGIES PLC
INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF ALTUS STRATEGIES PLC

INDEPENDENT AUDITOR'S REPORT

Opinion
We have audited the financial statements of Altus Strategies plc (the parent company) and its subsidiaries (the
group) for the year ended 31 December 2017 which comprise the Group Statement of Comprehensive Income,
the Group  and  Parent  Company Statement of  Financial  Position,  the Group  and  Parent  Company Statement  of
Changes  in  Equity,  the Group  and  Parent  Company Statement  of  Cash  Flows  and  notes  to  the  financial
statements,  including  a  summary  of  significant  accounting  policies.  The  financial  reporting framework that has
been  applied  in  their  preparation  is  applicable  law  and  International  Financial  Reporting  Standards  (IFRSs)  as
adopted  by  the  European  Union and  as  regards  the  Parent  Company  financial  statements,  as  applied  in
accordance with the provisions of the Companies Act 2006.

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies  Act 2006. Our  audit  work  has  been  undertaken  so  that  we  might  state to  the  company’s  members
those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the
company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

In our opinion:

The financial statements give a true and fair view of the state of the group’s and of the parent company's
affairs as at 31 December 2017 and of the group’s and parent company’s loss for the year then ended;
The group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
The  parent  company  financial  statements  have  been  properly  prepared  in  accordance  with  IFRSs  as
adopted by the European Union and as applied in accordance with the provisions of the Companies Act
2006; and
The financial statements have been prepared in accordance with the requirements of the Companies Act
2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit
of  the  financial  statements section  of  our  report.  We  are  independent  of  the group  and  parent company  in
accordance  with  the  ethical  requirements  that  are  relevant  to  our  audit  of  the  financial  statements  in  the  UK,
including  the  FRC’s  Ethical  Standard as  applied  to  listed  entities, and  we  have  fulfilled  our  other  ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
We  have  nothing  to  report in  respect  of  the  following matters  in  relation  to  which  the  ISAs  (UK) require  us  to
report to you where:

the directors' use of the going concern basis of accounting in the preparation of the financial statements
is not appropriate; or
the  directors  have  not  disclosed  in  the  financial  statements  any  identified  material  uncertainties  that
may cast significant doubt about the company’s ability to continue to adopt the going concern basis of
accounting  for  a  period  of  at  least  twelve months  from  the  date  when  the  financial  statements  are
authorised for issue.

Our application of materiality
The materiality applied to the Group financial statements was £120,000, based on thresholds for net assets and
the loss before tax. The performance materiality was £84,000.

44







ALTUS STRATEGIES PLC
INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF ALTUS STRATEGIES PLC

An overview of the scope of the audit
As part of designing our audit, we determined materiality and assessed the risk of material misstatement in the
financial statements. In particular, we looked at areas involving significant accounting estimates and judgement
by  the  directors  and  considered  future  events  that  are  inherently  uncertain.  We  also  addressed  the  risk  of
management  override  of  internal  controls,  including  among  other  matters  consideration  of  whether  there  was
evidence of bias that represented a risk of material misstatement due to fraud.

The accounting records of the parent company and all subsidiary undertakings are centrally located and audited
by us based upon Group materiality or risk to the Group.

Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the  financial  statements  of  the  current year and  include  the  most  significant  assessed  risks  of  material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the following key audit matters and set out our findings:

Key Audit Matter

Valuation and recoverability of exploration
assets and, for the parent company, amounts
due from subsidiary and related undertakings.

How the scope of our audit responded to the key
audit matter
We reviewed the Group’s exploration licences
and permits to confirm good title and standing.
For licences which had expired and are in the
process of renewal, we assessed the relevant
factors, in conjunction with discussions with
management, regarding the likelihood of renewal.

We reviewed the terms and status of the joint
venture agreements in place, in conjunction with
the accounting treatment adopted under the
terms of those agreements.

The early stage projects were reviewed for
indicators of impairment in accordance with IFRS
6, in conjunction with the competent persons
report prepared for the IPO Admission Document.

The recoverability of amounts due from
subsidiary and related undertakings were
assessed by reference to the underlying projects
therein.

Other information
The  other  information  comprises  the  information  included  in  the Annual Report,  other  than  the Group  and
Parent  Company’s financial  statements  and  our  auditor’s  report  thereon.  The  directors  are  responsible  for  the
other information. Our opinion on the Group and Parent Company financial statements does not cover the other
information and, except to  the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and,

45

ALTUS STRATEGIES PLC
INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF ALTUS STRATEGIES PLC

in  doing  so,  consider  whether  the  other  information is  materially  inconsistent  with  the  financial  statements  or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other information. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:

the information given in the Strategic Report and the Directors' Report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal
requirements.

Matters on which we are required to report by exception
In  the  light  of  the  knowledge  and  understanding  of  the Group  and  Parent Company  and their environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the
Directors' Report.

We  have  nothing  to  report  in  respect  of  the  following  matters  where  the  Companies  Act  2006  requires  us  to
report to you if, in our opinion:

adequate accounting records have not been kept by the Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns;
or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As  explained  more  fully  in  the  Directors' Responsibilities  Statement,  the  directors  are  responsible  for  the
preparation of the Group and Parent Company financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the Group and Parent Company financial statements, the directors are responsible for assessing the
Group and Parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to liquidate the
Group or Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from  material misstatement,  whether  due  to  fraud  or  error, and  to  issue  an  auditor’s  report  that  includes  our
opinion.  Reasonable  assurance  is  a  high  level  of  assurance,  but  is  not  a  guarantee  that  an  audit  conducted  in
accordance  with  ISAs  (UK)  will  always  detect  a  material  misstatement  when  it  exists.  Misstatements  can  arise
from  fraud  or  error  and  are  considered  material  if,  individually  or  in  the  aggregate,  they  could  reasonably  be
expected to influence the economic decisions of users taken on the basis of these financial statements.

46







ALTUS STRATEGIES PLC
INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF ALTUS STRATEGIES PLC

A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.

“Signed”

David Thompson (Senior Statutory Auditor)
for and on behalf of PKF Littlejohn LLP
Statutory Auditor
1 Westferry Circus
Canary Wharf
London
E14 4HD

30 April 2018

47

ALTUS STRATEGIES PLC
INDEPENDENT AUDITOR'S REPORT IN RESPECT OF CANADIAN NATIONAL INSTRUMENT 52-107
TO THE MEMBERS OF ALTUS STRATEGIES PLC

INDEPENDENT AUDITOR'S REPORT

Opinion
We  have  audited  the  financial  statements  of  Altus  Strategies  plc  and  its  subsidiaries  (the  “group”)  for  the  year
ended 31 December 2017 which comprise the group statement of comprehensive income, the group statement
of financial position, the group statement of changes in equity, the group statement of cash flows and notes to
the  financial  statements,
including  a  summary  of  significant  accounting  policies. The  financial  reporting
framework  that  has  been  applied  in  their  preparation  is  applicable  law  and  International  Financial  Reporting
Standards (IFRSs) as issued by the International Accounting Standards Board (“IAASB”).

In our opinion:

•

•

the group financial statements present fairly, in all material respects, the financial position of the group
as at 31 December 2017 and 31 December 2016 and its financial performance and its cash flows for the
years then ended; and
the  group  financial  statements  have  been  properly  prepared  in  accordance  with  IFRSs  as  issued  by  the
IAASB.

Basis for Opinion:
We  conducted  our  audit  in  accordance  with  International  Standards  on  Auditing  (ISAs)  as  issued  by  IAASB  and
applicable law.

Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the  financial  statements  section  of  our  report.  We  are  independent  of  the  group  in  accordance  with  the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code)
together with the ethical requirements that are relevant to our audit of the group financial statements in the UK,
and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA code.
We  believe  that  the  audit  evidence  we  have  obtained  is  sufficient  and  appropriate  to  provide  a  basis  for  our
opinion.

Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs require us to report to
you where:

the directors' use of the going concern basis of accounting in the preparation of the financial statements
is not appropriate; or
the  directors  have  not  disclosed  in  the  financial  statements  any  identified  material  uncertainties  that
may  cast  significant  doubt  about  the group’s  ability  to  continue  to  adopt  the  going concern  basis  of
accounting  for  a  period  of  at  least  twelve  months  from  the  date  when  the  financial  statements  are
authorised for issue.

Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the  financial  statements  of  the  current year and  include  the  most  significant  assessed  risks  of  material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.

48



ALTUS STRATEGIES PLC
INDEPENDENT AUDITOR'S REPORT IN RESPECT OF CANADIAN NATIONAL INSTRUMENT 52-107
TO THE MEMBERS OF ALTUS STRATEGIES PLC

We have determined the following key audit matters and set out our findings:

Key Audit Matter

Valuation  and  recoverability  of  exploration
assets  and,  for  the parent  company,  amounts
due from subsidiary and related undertakings.

How the scope of our audit responded to the key
audit matter
We  reviewed  the  Group’s  exploration  licences
and  permits  to  confirm  good  title  and  standing.
For  licences  which  had  expired  and  are  in  the
process  of  renewal,  we  assessed  the  relevant
in  conjunction  with  discussions  with
factors, 
management, regarding the likelihood of renewal.

We  reviewed  the  terms  and  status  of  the  joint
venture agreements in place, in conjunction with
the  accounting  treatment  adopted  under  the
terms of those agreements.

The  early  stage  projects  were  reviewed  for
indicators of impairment in accordance with IFRS
6,  in  conjunction  with  the  competent  persons
report prepared for the IPO Admission Document.

recoverability  of  amounts  due 

from
The 
subsidiary  and 
related  undertakings  were
assessed  by  reference  to  the  underlying  projects
therein.

Other information
The other information comprises the information included in the annual report and the management discussion
and analysis, other than the financial statements and our auditor’s report thereon. The Directors are responsible
for the other information.

Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge  obtained  in  the  audit  or  otherwise  appears  to  be  materially  misstated.  If  we  identify  such  material
inconsistencies  or  apparent  material  misstatements,  we  are  required  to  determine  whether  there  is  a  material
misstatement in the financial statements or a material  misstatement of the other information. If, based on the
work we  have  performed, we  conclude  that  there  is  a  material  misstatement  of  this  other  information, we are
required to report that fact.

We have nothing to report in this regard.

Responsibilities of management
Management  is responsible  for  the  preparation  and fair  presentation  of  the  financial  statements  in  accordance
with  IFRSs,  and  for  such  internal  control  as  management  determines  is  necessary  to  enable  the  preparation  of
financial statements that are free from material misstatement, whether due to fraud or error.

In  preparing  the  financial  statements,  the  Directors  are  responsible  for  assessing  the  group’s  and  the  parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the group or the parent
company or to cease operations, or have no realistic alternative but to do so.

49

ALTUS STRATEGIES PLC
INDEPENDENT AUDITOR'S REPORT IN RESPECT OF CANADIAN NATIONAL INSTRUMENT 52-107
TO THE MEMBERS OF ALTUS STRATEGIES PLC

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements
Our  objectives  are  to  obtain  reasonable  assurance  about  whether  the  financial  statements  as  a  whole  are  free
from  material  misstatement,  whether  due  to  fraud  or  error,  and  to  issue  an  auditor’s  report  that  includes  our
opinion.  Reasonable  assurance  is  a  high  level  of  assurance,  but  is  not  a  guarantee  that  an  audit  conducted  in
accordance  with  International  Standards  on  Auditing  (ISAs)  will  always  detect  a  material  misstatement  when  it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they  could  reasonably  be  expected  to  influence  the  economic  decisions  of  users  taken on  the  basis  of  these
financial statements.

As  part  of  an  audit  in  accordance  with  ISAs,  we  exercise  professional  judgment  and  maintain  professional
scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the group’s financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement  resulting  from  fraud  is  higher  than  for  one  resulting  from  error,  as  fraud  may  involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are  appropriate  in  the  circumstances,  but  not  for  the  purpose  of  expressing  an  opinion  on  the
effectiveness of the group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Directors.
Conclude  on  the  appropriateness  of  the  Directors’  use  of  the  going  concern  basis  of  accounting  and,
based  on  the  audit  evidence  obtained,  whether  a  material  uncertainty  exists  related  to  events  or
conditions that may cast significant doubt on the group’s and the parent company’s ability to continue as
a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
the  auditor’s  report  to  the  related  disclosures  in  the  financial  statements  or,  if  such  disclosures  are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of the auditor’s report. However, future events or conditions may cause the group and the parent
company to cease to continue as a going concern.
Evaluate  the  overall  presentation,  structure  and  content  of  the  financial  statements,  including  the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation (i.e. gives a true and fair view).
Are required to report on consolidated financial statements, obtain sufficient appropriate audit evidence
regarding  the  financial  information  of  the  entities  or  business  activities  within  the  group  to  express  an
opinion on the consolidated financial statements. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for the audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

We  also  provide  those  charged  with  governance with  a  statement  that  we  have  complied  with relevant ethical
requirements regarding  independence,  and  to  communicate  with  them  all relationships  and other matters  that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.

50







ALTUS STRATEGIES PLC
INDEPENDENT AUDITOR'S REPORT IN RESPECT OF CANADIAN NATIONAL INSTRUMENT 52-107
TO THE MEMBERS OF ALTUS STRATEGIES PLC

From the matters communicated with those charged with governance, we determine those matters that were of
most  significance  in  the  audit  of  the  financial  statements  of  the  current year and  are  therefore  the  key  audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about  the  matter  or  when,  in  extremely  rare  circumstances,  we  determine  that  a  matter  should  not  be
communicated  in  our  report  because  the  adverse  consequences  of  doing  so  would  reasonably  be  expected  to
outweigh the public interest benefits of such communication.

The partner in charge of the audit resulting in this independent auditors’ report is David Thompson.

“Signed”

David Thompson (Engagement Partner)
for and on behalf of PKF Littlejohn LLP
Statutory Auditor
1 Westferry Circus
Canary Wharf
London
E14 4HD

30 April 2018

51

ALTUS STRATEGIES PLC
GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2017
Company Registration No. 10746796

Notes

4
6
7

12

13

8

14

Continuing operations
Management fees and costs recovered
from joint venture partners

Administrative expenses
Exploration costs expensed
IPO and acquisition related costs

Loss from operations
Investment revenues
Other operating income
Fair value gain on investments
Gain on disposal of discontinued
operations

Loss before taxation
Taxation

Loss and total comprehensive income
for the year

Loss for the year attributable to:

-

-

Owners of the parent company

Non-controlling interest

Total comprehensive income for the year attributable to:

-

-

Owners of the parent company

Non-controlling interest

2017
£

401,228
(1,497,498)
(556,447)
(371,753)

(2,024,470)
61
33,588
129,142

-

(1,861,679)
(1,126)

(1,862,805)

(1,860,145)

(2,660)

(1,862,805)

(1,860,145)

(2,660)

(1,862,805)

2016
£

455,475
(920,620)
(512,636)
-

(977,781)
165
7,080
287,639

29,405

(653,492)
(174)

(653,666)

(649,091)

(4,575)

(653,666)

(649,091)

(4,575)

(653,666)

52

ALTUS STRATEGIES PLC
GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2017
Company Registration No. 10746796

Earnings per share (pence) attributable to the
owners of the parent

Continuing operations
Discontinued operations

Note

15

2017
£

2016
£

(1.84)
-
(1.84)
_______________

(0.81)
0.03
(0.78)
___________________

53

ALTUS STRATEGIES PLC
GROUP STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2017
Company Registration No. 10746796

Non-current assets
Intangible assets
Property, plant and equipment
Investments

Current assets
Trade and other receivables
Cash and cash equivalents

Total assets

Current liabilities
Trade and other payables
Current tax liabilities
Provisions

Total liabilities

Net current assets

Net assets

Equity
Share capital
Share premium
Other reserves
Retained earnings

Total equity attributable to owners of the
parent
Non-controlling interest
Total equity

Notes

16
17
19

21

22

23

29
30

2017
£

151,875
2,386
601,536

755,797

110,669
523,344

634,013

1,389,810

298,055
-
15,000

313,055

320,958

1,076,755

1,076,808
999,000
5,727,614
(6,656,664)

1,146,758
(70,003)
1,076,755

2016
£

105,640
2,065
472,394

580,099

254,479
415,914

670,393

1,250,492

323,863
4,018
15,000

342,881

327,512

907,611

104,526
5,770,590
(92,323)
(4,807,839)

974,954
(67,343)
907,611

The financial statements were approved by the board of directors and authorised for issue on 30 April 2018 and
are signed on its behalf by:

..............................
Mr R Milroy
Director

..............................
Mr M Grainger
Director

The notes on pages 60 to 92 form part of these financial statements

54

ALTUS STRATEGIES PLC
COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2017
Company Registration No. 10746796

Non-current assets
Investments

Current assets
Trade and other receivables
Cash and cash equivalents

Total assets

Current liabilities
Trade and other payables

Total liabilities

Net current assets

Net assets

Equity
Called up share capital
Share premium account
Retained earnings

Total equity

Notes

19

21

22

29
30

2017
£

965,808

527,913
291,087

819,000

1,784,808

91,662

91,662

727,338

1,693,146

1,076,808
999,000
(382,662)

1,693,146

As permitted by section 408 of the Companies Act 2006, the Company has not presented its own statement of
comprehensive income and relates notes. The Company’s loss for the year was £382,662.

The financial statements were approved by the board of directors and authorised for issue on 30 April 2018 and
are signed on its behalf by:

..............................
Mr R Milroy
Director

..............................
Mr M Grainger
Director

The notes on pages 60 to 92 form part of these financial statements

55

ALTUS STRATEGIES PLC

GROUP STATEMENT OF CHANGES IN EQUITY

AS AT 31 DECEMBER 2017
Company Registration No. 10746796

Notes

29 & 30

Balance at 1 January 2016

Year ended 31 December 2016:
Loss and total comprehensive income for the year

Issue of share capital
Reduction of shares
Transfers
Total transactions with owners, recognised
directly in equity

Share capital

£
116,396

Share
premium
account
£
5,748,597

Other
reserves

Retained
earnings

Total
equity

£
4,279

£
(4,158,748)

£
1,710,524

Non-
controlling
interest
£
(62,768)

Total

£
1,647,756

-

-

-

(649,091)

(649,091)

(4,575)

(653,666)

353
(12,223)
-

21,993
-
-

-
-
(96,602)

(11,870)

21,993

(96,602)

-
-
-

-

22,346
(12,223)
(96,602)

(86,479)

-
-
-

-

22,346
(12,223)
(96,602)

(86,479)

Balance at 31 December 2016

104,526

5,770,590

(92,323)

(4,807,839)

974,954

(67,343)

907,611

Year ended 31 December 2017
Loss and total comprehensive income for the year

Issue of share capital
Issue of warrants
Capital reorganisation
Share options exercised
Total transactions with owners, recognised
directly in equity

-

-

-

(1,860,145)

(1,860,145)

(2,660)

(1,862,805)

29 & 30

127,200
-
845,082
-

1,901,106
-
(6,672,696)
-

-
3,643
5,827,614
(11,320)

-
-
-
11,320

2,028,306
3,643
-
-

972,282

(4,771,590)

5,819,937

11,320

2,031,949

-
-
-
-

-

2,028,306
3,643
-
-

2,031,949

Balance at 31 December 2017

1,076,808

999,000

5,727,614

(6,656,664)

1,146,758

(70,003)

1,076,755

56

ALTUS STRATEGIES PLC
COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2017
Company Registration No. 10746796

Year ended 31 December 2017:
Loss and total comprehensive income for the year

Issue of share capital
Total transactions with owners, recognised
directly in equity

Share capital

Notes

£

-

Share
premium
account
£

Retained
earnings

Total

£

£

-

(382,662)

(382,662)

29 & 30

1,076,808

999,000

1,076,808

999,000

-

-

2,075,808

2,075,808

Balance at 31 December 2017

1,076,808

999,000

(382,662)

1,693,146

57

ALTUS STRATEGIES PLC

GROUP STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2017
Company Registration No. 10746796

Notes

£

2017
£

2016
£

£

Cash flows from operating activities

Cash generated from/ (used in)
operations
Income taxes paid

36

Net cash outflow from operating
activities

Investing activities
Purchase of intangible assets
Purchase of property, plant and equipment
Distribution in specie
Other investments and loans made
Proceeds from other investments and loans
Interest received

Net cash used in investing
activities

Financing activities
Proceeds from issue of shares

Net cash generated from financing
activities

Net increase/(decrease) in cash and cash
equivalents

Cash and cash equivalents at beginning of
year

Cash and cash equivalents at end of
year

(1,523,505)
-

(495,629)
(174)

(1,523,505)

(495,803)

(1,734)
(46,235)
-
-
-
61

(15,371)
(405)
(100,000)
(1,092,191)
1,104,480
307

(47,908)

(103,180)

1,678,843

-

1,678,843

-

107,430

(598,983)

415,914

523,344

1,014,897

415,914

The notes on pages 60 to 92 form part of these financial statements

58

ALTUS STRATEGIES PLC
COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2017
Company Registration No. 10746796

Cash flows from operating activities

Cash used in operations

37

Notes

£

Net cash used in operating activities

Financing activities
Proceeds from issue of shares

Net cash generated from financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

1,110,000

2017
£

(818,913)

(818,913)

1,110,000

291,087

-

291,087

Non-cash transactions
During  the  year  the  Company  issued  96,580,812  ordinary shares  to  acquire  Altus  Exploration  Management
Limited by way of a share for share exchange.

The notes on pages 60 to 92 form part of these financial statements

59

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

1

Accounting policies

Company information
Altus Strategies plc is a public company limited by shares incorporated in England and Wales. The registered
office is 14 Station Road, Didcot, Oxfordshire, OX11 7LL.

The Group consists of Altus Strategies plc and all of its subsidiaries, as listed in note 20.

1.1 Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRS) and IFRS interpretations committee (IFRS IC) interpretations as adopted for use in the European Union
and  with  IFRS  and  their  interpretations  issued  by  the  IASB.  The consolidated financial  statements  have  also
been prepared in accordance with those parts of the Companies Act 2006 applicable to companies reporting
under IFRS, (except as otherwise stated).

The  financial  statements  have  been prepared  on  the  historical  cost  basis,  except  for  the  valuation  of
investments at fair value through profit or loss. The principal accounting policies adopted are set out below.

The  financial  statements  are  prepared  in  British  Pounds  Sterling  (£), which  is  the  functional  currency  of  the
Company. Monetary amounts in these financial statements are rounded to the nearest whole pound.

As permitted by section 408 of the Companies Act 2006, the Company has not presented its own statement of
comprehensive income and relates notes. The Company’s loss for the year was £382,662.

1.2 Basis of consolidation

The  consolidated  financial  statements  comprise  the  financial  statements  of  Altus  Strategies  plc  and  its
subsidiaries as at 31 December 2017.

Altus  Strategies  plc  was  incorporated  on  28  April  2017.  On  14 June  2017,  Altus  Strategies  plc  acquired  the
entire  share  capital  of  Altus  Exploration  Management  Limited  by  way  of  a  share  for  share  exchange.  The
transaction has been treated as a group reconstruction and has been accounted for using the reverse merger
accounting  method.  Accordingly,  the  financial  information  for  the  current  year  and  comparatives  have  been
presented as if Altus Exploration Management Limited has been owned by Altus Strategies plc throughout the
current and prior years.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee. Specifically, the Group
controls and investee if, and only if, the Group has:

power  over  the  investee  (i.e.  existing  rights  that  give  it  the  current  ability  to  direct  the  relevant
activities of the investee)
Exposure, or rights, to variable returns from its involvement with the investee
The ability to use its power over the investee to affect its future

60




ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

1

Accounting policies

(continued)

Generally,  there  is  a  presumption  that  a  majority  of  the  voting  rights  results  in  control.  To  support  this
presumption and when the Group has less than a majority of the voting rights or similar rights of an investee,
the  Group  considers  all  relevant  facts  and  circumstances  in  assessing  whether  it  has  the  power  over  an
investee, including:

The contractual arrangements with the other vote holders of the investee
Rights arising from other contractual arrangements
The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group
obtains  control  over  the  subsidiary  and  ceases  when  the  Group  loses  control  of  the  subsidiary.  Assets,
liabilities,  income  and  expenses  of  a  subsidiary  acquired  or  disposed  of  during  the  year  are  included  in  the
consolidated  financial  statements  from  the  date  the  Group  gains  control  until  the  date  the  Group  ceases  to
control the subsidiary.

“Joint ventures” as referred to in the financial statements refer to agreements with exploration partners and
not joint ventures as defined within IFRS 11.

Profit or loss and each component of other comprehensive income are attributed to the equity holders of the
parent company of the Group and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance.

All inter- group assets and liabilities, equity income, expense and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.

1.3 Going concern

The Directors have at the time of approving the financial statements, a reasonable expectation that the Group
and  Company  have  adequate  resources  to  continue  in  operational  existence  for  the  foreseeable  future.  In
common  with  many  junior  resource  investment  and  exploration  companies,  the  Group  and  Company  raise
funds in discrete tranches from existing shareholders and /or new investors. The Directors and management
are using funds for the evaluation of resource investment and exploration opportunities. The current funds are
forecast to provide sufficient working capital through the next financial year and additional funds will be raised
as  and  when  required.  Thus,  they  continue  to  adopt  the  going  concern  basis  of  accounting  in  preparing  the
financial statements.

61




ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

1

Accounting policies

1.4 Segmental reporting

(continued)

Operating  segments  are  reported  in  a  manner  consistent  with  the  internal  reporting  provided  to  the  chief
operating decision-maker. The chief operating decision-maker, which is responsible for allocating resources
and  assessing  performance  of  the  operating  segments,  has  been  identified  as  the  Board  of  Directors  that
makes strategic decisions.

1.5 Exceptional items

Exceptional  items  are  disclosed  separately  in  the  financial  statements  where  it  is  necessary  to  do  so,  to
provide further understanding of the financial performance of the Group. They are material items of income
of  expense  that  have  been  shown  separately  due  to  the  significance  of  their  nature  or  amount.  IPO  and
acquisition related costs are included as exceptional items in profit or loss.

1.6 Fair value measurement

IFRS  13  establishes  a  single  source  of  guidance  for  all  fair  value  measurements.  IFRS  13  does  not  change
when an entity is required to use fair value, but rather provides guidance on how to measure fair value under
IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles
that the Group uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially
changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Company. It
requires  specific  disclosures  about  fair  value  measurements  and  disclosures  of  fair  values,  some  of  which
replace existing disclosure requirements in other standards.

1.7 Intangible assets – Deferred exploration costs

Expenditure  on  exploration  activities  is  written  off  against  profits  in  the  year  in  which  it  is  incurred.
Identifiable  development  expenditure  is  capitalised  to  the  extent  that  the technical,  commercial  and
financial feasibility can be demonstrated.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over
their useful lives on the following basis.

Deferred exploration costs: Not amortised

Deferred  exploration  costs  comprise  of  exploration  licence  fees  capitalised  in  accordance  with  IFRS  6
“Exploration  for  and  Evaluation  of  Mineral  Resources.”    Licences  are  initially  measured  at  cost.  At  each
reporting date, the Group reviews the carrying amount in line with the accounting policy for impairment.
When  a  project  is  considered  no  longer  viable,  the  associated  licence  cost  is  written  off  to  the  income
statement.

62

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

1

Accounting policies

(continued)

1.8

Property, plant and equipment
Property,  plant  and  equipment  are  initially  measured  at  cost  and  subsequently  measured  at  cost  or
valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over
their useful lives on the following bases:

Fixtures and fittings
Computers
Plant and Machinery
Motor vehicles

4 years straight line
2 years straight line
4 years straight line
2 years straight line

The  gain  or  loss  arising  on  the  disposal  of  an  asset  is  determined  as  the  difference  between  the  sale
proceeds and the carrying value of the asset, and is recognised in profit or loss.

1.9

Non-current investments
Interests  in subsidiaries,  associates  and  jointly  controlled  entities  are  initially  measured  at  cost  and
subsequently measured at cost less any accumulated impairment losses. The investments are assessed for
impairment  at  each  reporting  date  and  any  impairment  losses  or  reversals  of  impairment  losses  are
recognised immediately in profit or loss.

1.10 Impairment of non-current assets

At  each  reporting  end  date,  the  Group  reviews  the  carrying  amounts  of  its  non-current  assets  to
determine whether there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment  loss  (if  any).  Where  it  is  not  possible  to  estimate  the  recoverable  amount  of  an  individual
asset,  the  Group  estimates  the  recoverable  amount  of  the  cash-generating  unit  to  which  the  asset
belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects  current  market  assessments  of  the  time  value  of  money  and  the  risks  specific  to  the  asset  for
which the estimates of future cash flows have not been adjusted.

If  the  recoverable  amount  of  an  asset  (or  cash-generating  unit)  is  estimated  to  be  less  than  its  carrying
amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount.
An  impairment  loss  is  recognised  immediately  in  profit  or  loss,  unless  the  relevant  asset  is  carried  at  a
revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where  an  impairment  loss  subsequently  reverses,  the  carrying  amount  of  the  asset  (or  cash-generating
unit)  is  increased  to  the  revised  estimate  of  its  recoverable  amount,  but  so  that  the  increased  carrying
amount does not exceed the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is
recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which
case the reversal of the impairment loss is treated as a revaluation increase.

63

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

1

Accounting policies

1.11 Cash and cash equivalents

(continued)

Cash and cash equivalents include cash in hand and deposits held at call with banks and bank overdrafts.
Bank overdrafts are shown within borrowings in current liabilities.

1.12 Financial assets

Financial  assets  are  recognised  in  the  statement  of  financial  position  when  the  Group  or  Company
becomes party to the contractual provisions of the instrument.

Financial  assets  are  classified  into  specified  categories.  The  classification  depends  on  the  nature  and
purpose of the financial assets and is determined at the time of recognition.

Financial assets are initially measured at fair value plus transaction costs, other than those classified as fair
value  through  profit  and  loss,  which  are  measured  at  fair  value.  Assets  in  this  category  are  classified  as
current assets if expected to be settled within 12 months, otherwise they are classified as non-current.

Loans and receivables
Trade  receivables,  loans  and  other  receivables  that  have  fixed  or  determinable  payments  that  are  not
quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at
amortised  cost  using  the  effective  interest  method,  less  any  impairment.  The  Group’s  and  Company’s
loans and receivables comprise trade and other receivables and cash and cash equivalents.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the
recognition of interest would be immaterial. The effective interest method is a method of calculating the
amortised cost of a debt instrument and of allocating the interest income over the relevant period. The
effective  interest  rate  is  the  rate  that  exactly  discounts  estimated  future  cash  receipts  through  the
expected life of the debt instrument to the net carrying amount on initial recognition.

Impairment of financial assets
Financial  assets,  other  than  those  at  fair  value  through  profit  or  loss,  are  assessed  for  indicators  of
impairment at each reporting end date. For loans and receivables, the amount of the loss is measured as
the difference between the asset’s carrying amount and the present value of estimated future cash flows.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that
occurred  after  the  initial  recognition  of  the  financial  asset,  the  estimated  future  cash  flows  of  the
investment have been affected.

Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire,
or when it transfers the financial asset and substantially all the risks and rewards of ownership to another
entity.

64

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

1

Accounting policies

1.13 Financial liabilities

(continued)

Financial  liabilities  are  classified  as  either  financial  liabilities  at  fair  value  through  profit  or  loss  or  other
financial liabilities.

Other financial liabilities
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.
They  are  subsequently  measured  at  amortised  cost  using  the  effective  interest  method,  with  interest
expense recognised on an effective yield basis.

The  effective  interest  method is  a  method  of  calculating  the  amortised  cost  of  a  financial  liability  and  of
allocating  interest  expense  over  the  relevant  period.  The  effective  interest  rate  is  the  rate  that  exactly
discounts  estimated  future  cash  payments  through  the  expected  life  of  the  financial  liability  to  the  net
carrying amount on initial recognition.

Derecognition of financial liabilities
Financial  liabilities  are  derecognised  when,  and  only  when,  the  company’s  obligations  are  discharged,
cancelled, or they expire.

1.14 Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

1.15 Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax
Current tax is based on taxable profit or loss for the year. Taxable profit or loss differs from net profit or
loss  as  reported  in  the  Statement  of  Comprehensive  Income  because  it  excludes  items  of  income  or
expense that are taxable or deductible in other years and it further excludes items that are never taxable
or deductible. Current tax is calculated using tax rates that have been enacted or substantively enacted by
the reporting end date.

Deferred tax
Deferred  tax  is  the  tax  expected  to  be  payable  or recoverable  on  differences  between  the  carrying
amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the
computation  of  taxable  profit  or  loss,  and  is  accounted  for  using  the  balance  sheet  liability  method.
Deferred  tax  liabilities  are  generally  recognised  for  all  taxable  temporary  differences  and  deferred  tax
assets are recognised to the extent that it is probable that taxable profits will be available against which
deductible  temporary  differences  can  be  utilised.  Such  assets  and  liabilities  are  not  recognised  if  the
temporary difference arises from the initial recognition of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.

Deferred  tax  is  calculated  at  the  tax  rates  that  are  expected  to  apply  in  the  period  when  the  liability  is
settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in
equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to
offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by
the same tax authority.

65

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

1

Accounting policies

1.16 Provisions

(continued)

Provisions are recognised when the Group or Company has a legal or constructive present obligation as a
result  of  a  past  event  and  it  is  probable  that  the  group  will  be  required  to  settle  that  obligation,  and  a
reliable estimate can be made of the amount of the obligation.

The  amount  recognised  as  a  provision  is  the  best  estimate  of  the  consideration  required  to  settle  the
present  obligation  at  the  reporting  end  date,  taking  into  account  the  risks  and  uncertainties  surrounding
the obligation.

Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying
amount is the present value of those cash flows.

1.17 Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs
are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are
received.

Termination  benefits  are recognised  immediately  as  an  expense  when  the  Group  is  demonstrably
committed to terminate the employment of an employee or to provide termination benefits.

1.18 Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19 Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair
value  of  the equity  instruments  granted  using  the  Black  Scholes  model. The fair value  determined  at  the
grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that
When the terms and conditions of equity-settled share-based payments at the time they were granted are
will eventually vest. A corresponding adjustment is made to equity.
subsequently modified, the fair value of the share-based payment under the original terms and conditions
and  under  the  modified  terms  and  conditions  are  both  determined  at  the  date  of  the  modification. Any
excess of the modified fair value over the original fair value is recognised over the remaining vesting period
in  addition  to  the  grant  date  fair  value  of  the  original  share-based  payment. The  share-based  payment
expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations  or  settlements  (including  those  resulting  from  employee  redundancies)  are  treated  as  an
acceleration of vesting and the amount that would have been recognised over the remaining vesting period
is recognised immediately.

66

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

1

Accounting policies

1.20 Leases

(continued)

Leases are classified as finance leases whenever the terms of the lease transfer substantially all  the risks
and rewards of ownership to the lessees. All other leases are classified as operating leases.

Rentals  payable  under  operating  leases,  less  any  lease  incentives  received,  are  charged  to  income  on  a
straight-line basis over the term of the relevant lease except where another more systematic basis is more
representative of the time pattern in which economic benefits from the lease asset are consumed.

1.21 Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at
the  dates  of  the  transactions.  At  each  reporting  end  date,  monetary  assets  and  liabilities  that  are
denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains
and losses arising on translation are included in the Statement of Comprehensive Income for the period.

1.22 Liquidity risk

The company seeks to manage financial risk to ensure sufficient liquidity is available to meet foreseeable
needs and invest cash assets safely and profitable.

67

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

2 Adoption of new and revised standards and changes in accounting policies

Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following Standards and Interpretations, which
have not yet been applied in these financial statements, were in issue but not yet effective.

New and amended standards adopted by the company
There  are  no  IFRSs  or  IFRIC  interpretations  that  were  effective  for  the  first  time  for  the  financial year
beginning 1 January 2017 that had a material impact on the Group or Company.

New and revised IFRSs in issue but not yet effective
The Group and Company have not applied the following new and revised Standards and Interpretations that
have been issued but are not yet effective:

IFRS 9 Financial Instruments
IFRS 15 Revenue from Contracts with Customers
IFRS 16 Leases
IFRS 2 (Amendments) Share-based payments – classification and measurement
IFRS 10 and IAS 28 (Amendments) Sale or Contribution of Assets between
an Investor and its Associate or Joint Venture
IAS 40 (Amendments) Transfer of Investment Property
IFRIC Interpretation 22 Foreign currency transactions and advanced
consideration
IFRIC 23 Uncertainty over Income Tax Treatments
IAS 28 (Amendments) Long-term interests in Associates and Joint Ventures
Annual Improvements to IFRS Standards 2015-2017 Cycle

Effective date for
annual
periods beginning
on or after
1 January 2018
1 January 2018
1 January 2019
1 January 2018
*1 January 2018

1 January 2018
1 January 2018

*1 January 2019
*1 January 2019
*1 January 2019

* Subject to EU endorsement

The  Group  is  evaluating the  impact  of  the  new  and  amended  standards  above.  The  directors  believe  that
these new and amended standards are not expected to have a material impact on the company's results or
shareholders' funds. There is not expected to be any significant impact form the introductions of IFRS 15 as
the Group does not have any revenue from contracts with customers.

Based on an analysis of the Group’s financial assets and financial liabilities as at 31 December 2017 on the
basis  of  the  facts  and  circumstances  that  exist  at  that  date,  the  Directors  of  the  Company  do  not  expect
there to be a significant impact on the adoption of IFRS 9.

68












ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

3 Critical accounting estimates and judgements

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will
seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing
a  material  adjustment  to  the  carrying  amounts  of  assets  and  liabilities  within  the  next  financial  year  are
shown below.

Share based payments
Estimating  fair  value  for  share  based  payment  transactions  require  determination of  the  most  appropriate
valuation  model,  which  depends  on  the  terms  and  conditions  of  the  grant.  The  estimate  also  requires
determination of the most appropriate inputs to the valuation model including the expected life of the share
option  or  appreciation  right,  volatility  and  dividend  yield  and  making  assumptions  about  them.  For
measurement of the fair value of equity settles transactions with employees at the grant date, the Company
used  the  Black  Scholes  model.  The  assumptions  and  model  for  estimating  fair  value  for  share  based
payments are disclosed in note 27.

Impairment of Deferred Exploration Costs
At  the  reporting  date,  deferred  exploration  costs  had  a  carrying  value  of  £151,875  (2016 - £105,640).
Management tests annually whether deferred exploration costs have a carrying value in accordance with the
accounting  policy  stated  in  note  1.7 each  exploration  cost  us  subject  to  an  annual  review  either  by  a
consultant  or  a  senior  geologist  to  determine  if  the  exploration  results  have  returned  to  date,  warrant
further exploration expenditure and have the potential to result in an economic discovery. This review takes
in  to  consideration  long  term  metal  prices,  anticipated  resource  volumes  and  grades,  permitting  and
infrastructure as well as the likelihood of on-going funding from joint venture partners. In the event that a
project  does  not  represent an  economic  exploration  target  and  results  indicate  that  there  is  no  additional
upside, or that future funding from joint venture partners is unlikely, a decision will be made to discontinue
exploration. The Directors have reviewed the estimated value of each project prepared by management and
do not consider any impairment necessary.

69

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

4

Segmental Analysis

Management fees and costs recovered from joint venture partners

401,228

455,475

2017
£

2016
£

Other operating income
Interest income

Segmental analysis

Management fees and costs recovered from joint venture
partners
Loss from operations

Reportable segment assets
Reportable segment liabilities

Management fees and costs
recovered from joint venture partners
Loss from operations

Reportable segment assets
Reportable segment liabilities

5

Operating loss

Operating loss for the year is stated after
charging/(crediting):
Exchange losses/(gains)
Exploration and development costs
IPO and acquisition related costs
Depreciation
Share-based payments
Operating lease charges

70

33,588
61

33,649

Africa
2016
£
450,587

-
165

165

Total
2016
£
455,530

UK
2016
£
4,943

(890,575)

(87,206)

(977,781)

1,059,433
298,106

191,059
44,775

1,250,492
342,881

UK
2017
£
-

Africa
2017
£
401,228

Total
2017
£
401,228

(1,829,925)

(194,545)

(2,024,470)

1,075,825
(241,062)

313,985
(71,993)

1,389,810
(313,055)

2017
£

2016
£

(14,318)
556,447
371,753
1,413
3,643
350,846

(38,605)
512,636
-
2,375
3,398
23,046

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

6

Administrative expenses

Administrative expenses include the following balances

Employee costs (note 10)
Costs incurred on behalf of joint venture partners
Legal and professional expenses
Travel expenses
Exchange gains
Depreciation of property, plant and equipment
Other expenses

2017
£

2016
£

1,091,773
195,196
140,045
29,079
(14,318)
1,413
54,310
1,497,498

699,477
115,958
46,122
20,342
(38,605)
2,375
74,951
920,620

7

Exploration and development costs

Location and licence

Morocco - Agdz
Morocco - Takzim
Morocco – General
Ethiopia – Tigray-Afar
Ethiopia – General
Cameroon - Laboum
Cameroon - Birsok & Mandoum
Cameroon - Bikoula & Ndjele
Cameroon - General
Liberia – Bella Yella
Liberia – Zolowo
Liberia – Other
Other
Total

Administrative
expenses
2017
£
447
457
77,262
24,281
79,788
63,390
1,032
1,715
68,989
9,418
23,564
153
4,275
354,771

Operational
expenses
2017
£
7,975
571
10,524
44,508
4,405
47,803
189
3,162
(345)
4,575
-
-
4,479
127,846

Travel
expenses
2017
£
6,615
38
3,899
16,379
7,345
33,151
-
1,692
970
24
-
-
3,717
73,830

Total

2017
£
15,037
1,066
91,685
85,168
91,538
144,344
1,221
6,569
69,614
14,017
23,564
153
12,471
556,447

71

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

7

Exploration and development costs

(continued)

Total

2016
£
71,416
3,513
14,907
131,108
72,580
95,320
7,998
13,756
89,377
10,994
-
1,667
-
512,636

2016
55
55
600
(2,578)
(1,923)
142
6,594

24,592

29,405
-

29,405

Location and licence

Morocco - Agdz
Morocco - Takzim
Morocco – General
Ethiopia – Tigray-Afar
Ethiopia – General
Cameroon - Laboum
Cameroon - Birsok & Mandoum
Cameroon - Bikoula & Ndjele
Cameroon - General
Liberia – Bella Yella
Liberia – Zolowo
Liberia – Other
Other
Total

Administrative
expenses
2016
£
52,448
36
2,813
44,578
65,274
26,172
5,176
7,336
86,083
8,810
-
138
-
298,864

Operational
expenses
2016
£
9,703
2,610
9,484
70,053
2,441
44,815
1,170
4,114
619
1,005
-
789
-
146,803

Travel
expenses
2016
£
9,265
867
2,610
16,477
4,865
24,333
1,652
2,306
2,675
1,179
-
740
-
66,969

8

Discontinued operations

Revenue
Gross profit
Other operating income
Administrative expenses
Operating loss
Investment revenues
Other gains and losses
Profit/(loss) on disposal of operations:

-

Gain on disposal of discontinued
operations

-
Profit before taxation
Taxation
Total comprehensive income for the year

72

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

8

Discontinued operations

(continued)

In the year ended 31 December 2016, the group disposed of four of its subsidiaries by way of a distribution
in specie. The purpose of the distribution was for the group to focus on developing its mineral exploration
business.  The  subsidiaries  whose  activities  were  divested  were  that  of  FCA  regulated  fund  management,
consultancy services and turn around investment opportunities. The distribution in specie allowed for two
distinct areas of activity to be segregated whilst allowing the existing shareholders to retain full and pro rata
ownership of the divested subsidiaries.

Upon  distribution,  net  assets  of  the  subsidiaries  disposed  amounted  to £75,408.  The  distribution  made
amounted to £100,000 resulting in a profit to the group of £24,592. A merger reserve equal to the value of
the distribution was created upon disposal.

9

Auditor’s remuneration

Fees payable to the company’s auditor and associates:

For audit services
Audit of the financial statements of the group and company

2017
£

20,500
20,500

2016
£

8,000
8,000

10

Employees

Directors
Employee

The remuneration comprised:

Wages and salaries
Social security costs
Pension costs

Group

Company

2016
Number
4
24
28

2017
Number
-
-
-

2016
Number
-
-
-

Group

Company

2016
£
521,356
50,664
127,457
699,477

2017
£
-
-
-
-

2016
£
-
-
-
-

2017
Number
4
20
24

2017
£
924,005
94,617
73,151
1,091,773

73

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

11

Directors remuneration

Remuneration for qualifying services
Company pension contributions to defined contribution schemes

2017
£
315,444
49,138

2016
£
229,400
58,562

364,582

287,962

The  number  of  directors  for  whom  retirement  benefits  are  accruing  under  defined  contribution schemes
amounted to 2 (2016 - 2)
Remuneration disclosed above includes the following amounts paid to the highest paid
director:

Remuneration for qualifying services
Company pension contributions to defined contribution schemes

2017
£
201,523
44,669

246,192

2016
£
90,000
29,281

119,281

Directors’ Fees

Bonuses

Company pension
contributions

Other employment
benefits

Total

For the
year
ended
31 Dec
2017
£

For the
year
ended
31 Dec
2016
£

For the
year
ended
31 Dec
2017
£

For the
year
ended
31 Dec
2016
£

For the
year
ended
31 Dec
2017
£

For the
year
ended
31 Dec
2016
£

For the
year
ended
31 Dec
2017
£

For the
year
ended
31 Dec
2016
£

For the
year
ended
31 Dec
2017
£

For the
year
ended
31 Dec
2016
£

David Netherway

Steven Poulton

Matthew Grainger

Robert Milroy

12,500

50,000

-

56,500

90,000

31,379

72,583

89,400

128,940

13,542

-

-

Totals

155,125

229,400

160,319

-

-

-

-

-

-

4,469

29,281

44,669

29,281

-

-

49,138

58,562

-

-

-

-

-

-

-

-

-

-

12,500

50,000

92,348

119,281

246,192

118,681

13,542

-

364,582

287,962

12

Investment income

Interest income
Interest on bank deposits

2017
£

61

2016
£

165
233

74

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

13

Other gains and losses

Other gains/(losses)
Gains/(losses) on disposal of financial assets held at fair value through
profit and loss

14

Income tax expense

Foreign current tax on profit for the current year

2017
£

2016
£

129,142

287,639

2017
£
1,126

2016
£
174

The  tax  on  the  Group’s  profit  before  tax  differs  from  the  theoretical  amount  that  would  arise  using  the
weighted average tax rate applicable to profits of the consolidated entities as follows:

Loss before taxation

2017
£
(1,861,679)

2016
£
(678,084)

Expected tax charge based on the standard rate of corporation tax in the
UK of 19.25% (2016 – 20.00%)

(358,373)

(135,617)

Tax effect of expenses that are not deductible in determining taxable
profit
Tax effect of utilisation of tax losses not previously recognised
Unutilised tax losses carried forward
Utilised tax losses brought forward
Adjustments in respect of prior years
Permanent capital allowances in excess of depreciation
Effect of overseas tax rates
Gain on demerger
Tax expense for the year

104,823
-
253,216
243
-
91
1,126
-
1,126

(22,753)
(3,874)
87,823

4,098
49
65,530
4,918
174

75

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

15

Earnings per share

Weighted average number of ordinary shares for basic earnings per
share

Earnings
Continuing operations
Loss for the year from continuing operations
Less non-controlling interests

2017
Number

2016
Number

100,929,581

83,609,646

100,929,581

83,609,646

£

£

(1,862,805)
2,660

(687,646)
4,575

Earnings for basic and diluted earnings per share being net loss
attributable to equity shareholders

(1,860,145)

(683,071)

Discontinued operations
Earning for basic and diluted earnings per share being net profit
attributable to equity shareholders of Altus Exploration Management
Limited for discontinued operations

Basic earnings per share
From continuing operations
From discontinued operations

-

29,405

(1.84)
-

(1.84)

(0.81)
0.03

(0.78)

76

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

16

Intangible fixed assets

Group

Cost
At 1 January 2017
Additions
Disposals
At 31 December 2017

Amortisation and impairment
At 1 January 2017
Disposals
At 31 December 2017

Carrying amount
At 31 December 2016

At 31 December 2017

Deferred
exploration
costs

Total

£

£

105,640
46,235
-
151,875

-
-
-

105,640
46,235
-
151,875

-
-
-

105,640

105,640

151,875

151,875

77

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

17 Property, plant and equipment

Group

Cost
At 1 January 2017
Additions
Disposals
At 31 December 2017

Amortisation and impairment
At 1 January 2017
Depreciation charged in the year
Eliminated on disposals
At 31 December 2017

Carrying amount
At 31 December 2016

At 31 December 2017

Plant and
machinery

Fixtures,
fittings and
equipment

Computer
equipment

Motor
vehicles

Total

£

3,832
527
-
4,359

2,497
525
-
3,022

1,335

1,337

£

£

£

21,405
1,207
-
22,612

20,675
888
-
21,563

730

1,049

23,140
-
-
23,140

48,617
1,734
-
50,351

23,140
-
-
23,140

46,552
1,413
-
47,965

-

-

2,065

2,386

£

240
-
-
240

240
-
-
240

-

-

78

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

18

Financial instruments

Financial instruments of the Group and Company are as follows:

Group

2017

Non-current assets
Cash and cash equivalents
Trade and other receivables
Other creditors

2016

Non-current assets
Cash and cash equivalents
Trade and other receivables
Other creditors

Company

2017

Non-current assets
Cash and cash equivalents
Trade and other receivables
Other creditors

Financial
instruments
at FVTPL
£

Loans and
receivables
£

601,536
-
-
-
601,536

-
523,342
32,519
-
555,861

Financial
instruments
at FVTPL
£

Loans and
receivables
£

472,394
-
-
-
472,394

-
415,914
193,977
-
609,891

Investments
held at cost
less
accumulated
impairment
£

-
-
-
-
-

Investments
held at cost
less
accumulated
impairment
£

-
-
-
-
-

Liabilities
measured
at
amortised
cost
£

-
-
-
298,055
298,055

Liabilities
measured
at
amortised
cost
£

-
-
-
298,055
298,055

Financial
instruments
at FVTPL
£

Loans and
receivables
£

Investments
held at cost
less
accumulated
impairment
£

Liabilities
measured
at
amortised
cost
£

-
-
-
-
-

-
291,087
510,723
-
801,810

965,808
-
-
-
965,808

-
-
-
91,661
91,661

79

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

18

Financial instruments

2016

Non-current assets
Cash and cash equivalents
Trade and other receivables
Other creditors

(continued)

Liabilities
measured
at
amortised
cost
£

Investments
held at cost
less
accumulated
impairment
£

Financial
instruments
at FVTPL
£

Loans and
receivables
£

-
-
-
-
-

-
-
-
-
-

-
-
-
-
-

-
-
-
-
-

Investments in subsidiaries are held at cost less accumulated impairment as fair value cannot be reliably
determined.

The Group uses the following hierarchy for determining and disclosing the fair value of the financial
instruments by valuation technique:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Group has classified its financial instruments using these categories as follows:

Group

Non-current assets

2017
Level 1
inputs
£

2016
Level 1
inputs
£

601,536

472,392

There were no transfers between levels in the year.

The Company does not hold any financial instruments measured using the fair value hierarchy.

19

Non-current assets

Investments in subsidiaries
Investments carried at fair value

Group

2017
£
-

601,536
601,536

80

2016
£
-
472,394
472,394

Company
2017
£
965,808
-
965,808

2016
£
-
-
-

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

19

Non-current assets

(continued)

Fair value of financial assets carried at amortised cost
Except as detailed below the directors believe that the carrying amounts of financial assets carried at
amortised cost in the financial statements approximate to their fair values.

Financial assets for which fair value cannot be measured reliably
Interests  in  subsidiaries  are  initially  measured  at  cost  and  subsequently  measured  at  cost  less  any
accumulated  impairment  losses,  in  line  with  the  accounting  policy.  Subsidiaries  are  not  held  at  fair
value as there is no active market.

Fair value of listed equity shares
Investments carried at fair value comprise listed equity shares (Level 1). The fair value of these equity
shares is determined by reference to published price quotations in an active market.

20

Subsidiaries

Details of the Company's subsidiaries at 31 December 2017 are as follows:

Name of undertaking

Country of
incorporation

Ownership
interest
(%)

Altus Exploration Management
Limited1

UK

Aeos Gold Limited1
Auramin Limited1
Aluvance Limited1
Alures Mining Limited1
Altau Resources Limited1
Aterian Resources Limited1
Oxford Mining Club Limited1
Altau Resources Limited2
Aeos Resources Limited3
Altaucam Resources Limited3
Altau Holdings Limited3
Avance African Group Limited3
Aucam Resources Limited3
Inland Exploration Limited3
Westcoast Exploration Limited3
Mansion Resources Limited3
Altar Resources Limited3
Eagle Resources Limited3
Enigma Resources Limited3
Atlas Minerals3
Atlantic Minerals3
Alboran Minerals3
Addax Minerals3
Akkari Minerals3
Aures Minerals3

UK
UK
UK
UK
UK
UK
UK
Ethiopia
Seychelles
Seychelles
Seychelles
Seychelles
Seychelles
Seychelles
Seychelles
Seychelles
Seychelles
Seychelles
Seychelles
Seychelles
Seychelles
Seychelles
Seychelles
Seychelles
Seychelles

81

100.00

100.00
99.00
97.26
100.00
100.00
100.00
50.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00

Nature of business

Voting
power
held
(%)
100.00

Events

Service provider and
resource investment
adviser
100.00 Gold exploration
Gold exploration
99.00
97.26
Iron ore exploration
100.00 Bauxite exploration
100.00 Copper exploration
100.00 Mineral exploration
50.00
100.00 Copper exploration
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant
100.00 Dormant

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

20

Subsidiaries

Azilal Minerals3
Altus Diamonds3
Avanor SARL4
Avanex SARL4
Bauxex SA5
Aucam SA5
Valnord SA5
Mining & Exploration Services
Limited6
AF Resources SARL AU7
Azru Resources SARL AU8
Adrar Resources SARL AU7
Altus Mining (SL)9
AuCrest Sarl4
Apalex Sarl4
Aza Minerals Sarl7
Akassori10

Seychelles
Seychelles
Côte d’Ivoire
Côte d’Ivoire
Cameroon
Cameroon
Cameroon
Liberia

Morocco
Morocco
Morocco
Sierra Leone
Côte d’Ivoire
Côte d’Ivoire
Morocco
Chad

(continued)

100.00 Dormant
100.00 Dormant
Dormant
97.26
Dormant
97.26
Dormant
97.26
Iron ore exploration
97.26
100.00 Gold exploration
100.00 Gold exploration

100.00 Dormant
100.00 Copper exploration
100.00 Dormant
100.00 Dormant
100.00 Gold exploration
100.00 Dormant
100.00 Dormant
100.00 Dormant

100.00
100.00
97.26
97.26
97.26
97.26
100.00
100.00

100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00

On 14 June 2017, the Company undertook capital reorganisation by way of a share for share exchange
with the shareholders of Altus Strategies Limited. Subsequent to the exchange Altus Strategies Limited
became a 100% subsidiary of the Company and was renamed Altus Exploration Management Limited.

Investments  in  subsidiaries  are  stated at  cost.  The  future  value  of  the  investments  in  subsidiaries  is
dependent on future exploration and commercial success.

Registered office addresses
1 14 Station Road, Didcot, Oxfordshire OX11 7LL, United Kingdom
2 Bole Sub-City, Kebele  08/09, House No. 811/A, P.O.Box 2633, Addis Ababa, Ethiopia
3 Suite 24, First Floor, Eden Plaza, Eden Island, Victoria, PO Box 438, Mahé, Seychelles
4 Cocody Les Deux Plateux, Rue des Jardins, Residence Aziz, Porte B, 20 BP 725 Abidjan 20, Côte d’Ivoire
5 BP: 5405  Bastos, Dernier poteau, Yaoundé, Cameroon
6 PO Box 10-3218, 1000 Monrovia 10, Liberia
7 Appt 9, IMM 18, Rue Jbel Tazekka, Agdal, Rabat, 10090, Morocco
8 46, Avenue Oqba, Appt No. 2, Agdal, Rabat, Morocco
9 2, Berthan Macauley Street, Freetown, Sierra Leone
10 Quartier Diguel Nord, N’Djamena, Chad

82

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

21

Trade and other receivables

Trade receivables
Other receivables
VAT recoverable
Amounts due from group undertakings
Amounts due from related parties
Prepayments

Group

2017
£
1,051
4
32,754
-
31,468
45,392

2016
£
135,953
-
42,808
-
58,024
-

Company
2017
£
-
-
2,485
510,724
-
14,704

110,669

236,785

527,913

2016
£
-
-
-
-
-
-

-

Trade receivables - credit risk
All trade receivables are denominated in £ sterling and are fully performing.

Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables is approximately equal to
their fair value.

No significant receivable balances are impaired at the reporting end date.

22

Trade and other payables

Trade payables
Other payables
Accruals and deferred income

23

Provisions for liabilities

Provisions

Group

Company

2017
£
78,000
30,985
189,070

2016
£
23,146
16,058
284,659

2017
£
56,012
6,250
29,400

298,055

323,863

91,662

Group

2017
£
15,000

2016
£
15,000

Company
2017
£
-

2016
£
-
-
-

-

2016
£
-

All provisions are expected to be settled within 12 months of the reporting date.

A  provision  has  been  recognised  in  accordance  with  IAS  37  in  respect  of  the  company's  obligation  to  its
landlord for dilapidations on the expiry of its lease. The provision has been recognised because there is an
obligation at the reporting date as a result of an onerous contract, where outflow is probable to settle the
obligation and a reliable estimate can be made.

83

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

24

Financial risk management

The Group’s activities expose it to a variety of financial risks: credit risk, liquidity risk, price risk and interest
rate  risk.  The  Group’s  overall  risk  management  programme  focuses  on  the unpredictability  of  financial
markets and seeks to minimise potential adverse effects on the Groups financial performance. There has
been no change in the Group’s risk management programme from previous years.

24.1 Market risk

The Group’s activities potentially expose it to market risks, which is the risk that the fair value of future
cash flows of a financial instrument will fluctuate because of changes in market prices. Market risks arise
from  open  positions  in  interest  rate  and  foreign  currency  risk,  all  of  which  are  exposed  to  general  and
specific market movements and changes in the level of volatility of market rates or prices such as interest
rates and foreign exchange rates.

24.1.1 Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency
exposures.  The  Group's  functional  currency  is  pound  sterling,  and  major  purchases  are  transacted  in
pounds sterling, US dollars, West African francs, Ethiopian birr, Moroccan dirham and the Liberian dollar.
The  Group’s  head  office  expenditures  are  mainly  incurred  in  pounds  sterling  and  the  majority  of  its
exploration costs are incurred in the local African currencies. The Group believes the foreign exchange risk
derived from currency fluctuations is not significant to its financial performance, and therefore does not
consider it necessary to actively manage foreign exchange risk. For the year ended December 31, 2017, the
Group had an exchange gain of £14,318 (2016: £38,605) which were not material to its operations.

24.1.2 Commodity price risk

The  Group’s  principal  activity  is  the  exploration  for  economic  mineral  deposits  in  Africa.  The  Group  is
therefore  exposed  to  commodity  price  risks  in  the  valuation  of  base  minerals,  which  may  impact  the
commercial viability of the licences it holds or impact the raising of future financing. The Group therefore
maintains  a  diversified  portfolio of  licences in  order  to  mitigate  the  risk  of  changes  in  the  prices  of
individual base metals.

24.1.3 Interest rate risk

Interest  rate  risk  is  the possibility  that  changes  in  interest  rates  will  result  in  higher  financing  costs  or
reduced  income  from  the  Group’s  interest  bearing  financial  assets  and  liabilities.  The  Group  is  primarily
financed  through  equity  and  interest  rate  risk  arising  on  interest income  is  immaterial.  The  Group
therefore does not currently consider it necessary to actively manage interest rate risk.

24.2 Credit risk
Credit risk is the risk of suffering financial loss should the Group’s customers, clients or counterparties fail
to  fulfil  their  contractual  obligations  to  the  Group.  The  Group’s  core  business  is  the  exploration  for
economic  mineral  deposits  in  Africa  and  therefore  the  majority  of  expenditure  is  incurred  in  cash.  The
Group therefore only has significant exposure on its cash and cash equivalents. The Group mitigates this
risk by depositing surplus cash with financial institutions with acceptable credit ratings. The carrying value
of  financial  assets  approximates  their  fair  value  and  the  maximum  exposure  as  at  the  Statement  of
Financial Position date is outlined in the following table:

84

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

24

Financial risk management

Trade receivables
Other receivables
VAT recoverable
Amounts due from related parties
Prepayments
Cash and cash equivalents

(continued)

2017
£

2016
£

1,051
4
32,754
31,468
45,392
523,342
634,011

135,953
-
42,808
58,024
17,694
415,914
670,393

24.3 Liquidity risk
Liquidity  risk  is  the  risk  that  the  Group  is  unable  to  meet  its  payment  obligations  associated  with  its
financial  liabilities  when  they  fall  due.  Prudent  liquidity  risk  management  is  achieved  by  maintaining
sufficient cash balances and the availability of funding through an adequate amount of committed credit
facilities.  The  Group  manages  liquidity  by  maintaining  sufficient  cash  with  banks  to  meet  its  changing
commitments. The Group’s objective is to ensure that there are sufficient committed financial resources
to meet its current obligations and its future business requirements for a minimum of twelve months. At
present the Group does not make use of any credit or debit facilities.

The table below presents the cash flows payable by the Group by remaining contractual maturities at the
Statement of Financial Position date. The amounts disclosed in the table are the contractual undiscounted
cash flows. The carrying values of financial liabilities approximates their fair values.

2017

Trade payables
Other payables
Accruals and deferred income
Provisions

2016

Trade payables
Other payables
Accruals and deferred income
Provisions

Up to 3
months
£

78,000
30,985
189,070
15,000
313,055

Up to 3
months

23,146
16,058
284,659
-
323,863

3 to 12
months
£

Over 12
months
£

-
-
-
-
-

-
-
-
-
-

3 to 12
months

Over 12
months

-
-
-
-
-

-
-
-
15,000
15,000

Total
£

78,000
30,985
189,070
15,000
313,055

Total

23,146
16,058
284,659
15,000
338,863

85

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

25

Retirement benefit schemes

Defined contribution schemes

2017
£
3,198

2016
£
127,457

Charge to profit or loss in respect of
defined contribution schemes
A  defined  contribution  pension  scheme  is  operated  for all  qualifying employees.  The  assets  of  the  scheme
are held separately from those of the group in an independently administered fund.

26

Share options
Non-EMI Share Options
The total number of non-EMI share options over Ordinary shares outstanding at 31 December 2017 was
Nil (2016 – 8,170,000).
These share options were as follows:

Date of grant/exercisable from

1 September 2007
17 November 2007
8 November 2009
11 January 2012
Total

Outstanding
31 December
2016

Exercised/
Cancelled

31 December
2017

1,600
1,000
1,000
4,570
8,170

1,600
1,000
1,000
4,570
8,170

-
-
-
-
-

Exercise
price
£7.50
£15.0
£10.0
£4.70
£4.70

The non-EMI share options held by directors, employees and non-employees during the year was as
follows:
Date of grant/exercisable from

1 September 2007
17 November 2007
8 November 2009
11 January 2012
Total

Exercise
price
£7.50
£15.00
£10.00
£4.70

Outstanding
31 December
2016
1,600
1,000
1,000
4,570
8,170

David
Netherway
-

Non-
employees
1,600

-
-
4,570
4,570

1,000
1,000
-
3,600

The  weighted  average  of  the  exercise  price  per  share  of the  non-EMI  share  options  as  at  31  December
2017 was Nil (2016 - £7.16).

Approved EMI Share Options

The total number of approved EMI share options over Ordinary shares outstanding at 31 December
2017 was nil. These share options were as follows:

86

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

26

Share options

Date of grant/exercisable from

11 January 2012
11 January 2016
11 January 2016
Total

Exercise
price

Number/
granted

Exercise/
Cancelled

£4.70
£4.70
£6.00

19,232
2,784
7,125
7,125
29,141

19,232
2,784
7,125
7,125
29,141

(continued)

31
December
2017

-
-
-
-

The approved EMI share options held by directors, employees and non-employees as at 31 December 2017
were as follows:

Date of grant/exercisable from

11 January 2012
11 January 2016
11 January 2016
Total

Exercise
price

Outstanding
31
December
2016

Steven
Poulton

Matthew
Grainger

Employees

£4.70
£4.70
£6.00

19,232
2,784
7,125
29,141

-
2,784
-
2,784

13,089
-
-
13,089

6,143
-
7,125
13,268

The Company does not currently have an approved EMI or unapproved share option plan in place and as such
there are currently no share options in issue or outstanding.

As  part  of  the  IPO,  the  Company  issued  warrants  over  110,000  ordinary  shares  of  1p.  The warrants  are
exercisable at any time over a period of 12 months from the listing date, at an exercise price of 10p per share.

87

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

27

Share-based payments

Group and company
The  weighted  average  fair  value  of  options  during  the  prior year was  determined  using  the  Black  Scholes
option pricing model.

Weighted average share price
Weighted average exercise price
Expected volatility
Expected life
Risk free rate
Expected dividend yield

2017
-
-
-
-
-
-

2016
£3.82
£6.00
20.00%
2 Years
1.32%
-

Group
2017
£

2016
£

Company
2017
£

2016
£

Expenses recognised in the year
Arising from equity settled share
based payment transactions

-
3,398
During  the  year,  Altus  Exploration  Management  Limited  issued  1,192,814  ordinary  shares  to  directors  and
employees in settlement of services. The fair value of these services was £149,102 and has been recognised in
profit or loss in the current year.

3,643
3,643

3,398
3,398

-

88

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

28

Subsequent events

Legend acquisition

On  January  30,  2018,  Altus  acquired  all  of  the  outstanding  shares  of  Legend  Gold  Corp.  (“Legend”). A
summary of the preliminary purchase price allocation for the Legend Acquisition is as follows:

Preliminary Purchase Price
Legend common shares outstanding as at January 30, 2018
Exchange Ratio
Altus common shares issued to Legend shareholders
Fair value of Altus common share, in GBP on January 30, 2018
Fair value of Altus common shares issued, in GBP
Fair value of outstanding Legend warrants exchanged for Altus
warrants
Altus transaction costs

Preliminary Purchase Price

13,686,752
3.0
41,060,256
£0.085
£3,490,122
£102,000
£138,000

£3,728,122

The value of the Altus ordinary shares was calculated based on the issuance of 41,060,256 shares at a price
per  share  of £0.085  which was the closing  Altus  share price  on 30  January 2018. The  final  purchase  price
may vary from the above calculation depending on whether there are additional transactions costs.

The replacement of Legend’s warrants has been valued using the Black-Scholes option pricing model. The
weighted average assumptions used in the Black-Scholes option pricing model are as follows:

Weighted average
Discounted rate
Expected life (years)
Expected volatility

Warrants
0.60%
1.42
100%

Altus  has  only  recently  become  a  public  company  and  therefore does  not  have  much  trading  history  on
which to base volatility. A volatility of 100% has been assumed for the purposes of this calculation. The fair
value  of  the  replacement  warrants  is  based  on  the  outstanding  2,888,618  warrants  outstanding  adjusted
for  the  Share  Exchange  Ratio  of  3.0  of  Altus  common  shares  per  Legend  warrant.  The  fair  value  per
common  share  of  Altus  is  the  closing  price  on  the  Alternative  Investment Market (“AIM”)  on  January 30,
2018  and  the  foreign  exchange  rate  of  1.7396  is  the  closing GBP  to  CAD  exchange  rate  published  by  the
Bank of England on January 30, 2018.

The transaction has been treated as an asset acquisition by Altus and therefore estimated transaction costs
attributable to the acquisition totalling £138,000 have been included in the preliminary purchase price. The
transaction costs are mainly legal expenses.

Under  IFRS  3,  a  business  must  have  three  elements:  inputs,  processes  and  outputs.  Legend  Gold  Corp.
(“Legend”) was an early stage exploration company and had no mineral reserves and no plan to develop a
mine. Legend did have title to mineral properties but these could not be considered inputs because of their
early  stage  of  development.  Legend  had  no  processes  to  produce  outputs.  Legend  had  not  completed  a
feasibility study or a preliminary economic assessment on any of its properties and had no infrastructure or
assets that could produce outputs. There was also no management or personnel within the Company that
had any experience or expertise in mine development, mining, construction of mill equipment or in milling
processes. Therefore, our conclusion was that the transaction was an asset acquisition and not a business
acquisition.

89

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

28

Subsequent events

Capital Raise

(continued)

After  the year the Company  completed a  non-brokered  private  placement  offering  of  units  ("Units")  at  an
issue price of C$0.15 / £0.0846 per Unit to raise C$4,108,742 / £2,300,690. Each Unit was comprised of one
Ordinary Share and one Ordinary Share purchase warrant of Altus ("Warrant") exercisable to purchase one
Ordinary Share for five years at an exercise price of C$0.30.

29

Share capital

Ordinary share capital
Authorised, issued and fully paid
107,680,814 of 1p each

Company
2017
£

1,076,808

On 14 June 2017, the Company undertook capital reorganisation by way of a share for share exchange with
the shareholders of Altus Strategies Limited. Subsequent to the exchange Altus Strategies Limited became a
100% subsidiary of the Company and was renamed Altus Exploration Management Limited.

30

Share premium

During the year, 11,100,000 Ordinary shares of 1p each were issued at a premium of 9p per share, for cash
consideration.

Group

Company

As at 1 January
Issue of new shares
Capital reorganisation

2017
£

2016
£

5,770,590
1,901,106
(6,672,696)

5,748,587
21,993
-

2017
£

-
999,000
-

As at 31 December

999,000

5,770,580

999,000

90

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

31

Leases

Lessee
At  the  reporting  end  date  the  group  had  outstanding  commitments  for  future  minimum  lease  payments
under non-cancellable operating leases, which fall due as follows

Group

2017
£

2,441
-

2016
£

-
26,542

2,441

26,542

Sale of goods
2017
£

Purchase of
goods
2016
£

2017
£

2016
£

-

14,324

-

31,758

Within one year
Between two and five years

32

Related party transactions

Remuneration of key management personnel
See note 11 for details of key management.
personnel remuneration

Transactions with related parties
During the year the group entered into the
following transactions with related parties:

Entities over which the company has control,
joint control or significant influence

The following amounts were outstanding at
the reporting end date:

Transactions with related parties
During the year the group entered into the following transactions with related parties:

Amounts owed to related
parties
2017
£

2016
£

510,724

741,856

Entities over which the company has control,
joint control or significant influence

33

Controlling party

There is no ultimate controlling party.

91

ALTUS STRATEGIES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

34

Cash flows from operating activities - group

Loss for the year after tax

Adjustments for:
Interest received
Taxation charged
Investment income
Depreciation and impairment of property, plant and
equipment
Other gains and losses
Equity settled share based payment
Movements in working capital:

(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables

(Increase)/decrease in trade and other receivables
Cash used in operations

Cash flows used in operating activities

35

Cash flows from operating activities - company

Loss for the year after tax
Foreign exchange
Movements in working capital:
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables

Cash used in operations

92

2017
£

2016
£

(1,862,805)

(653,666)

(61)
1,126
-
1,413

-
174
(307)
2,375

(129,141)
351,981

(294,233)
3,398

143,810
(29,826)
__________

302,506
144,124
__________

(1,523,505)

(495,629)

2017
£

(382,662)
40

(527,913)
91,622
__________

(818,913)