Altius Renewable Royalties Files Meeting Materials Concerning Arrangement Agreement with Northampton
All $ references in US unless otherwise indicated
ST. JOHN’S, Newfoundland and Labrador–(BUSINESS WIRE)–$ARR.TO #altiusrenewable–Altius Renewable Royalties Corp. (TSX:ARR) (OTCQX:ATRWF) (“ARR” or the “Company”) is pleased to announce that it has filed a management information circular dated October 18, 2024 (the “Circular”) and related meeting materials (together with the Circular, the “Meeting Materials”) for its special meeting of shareholders (“Special Meeting”) to take place on November 19, 2024.
At the Special Meeting, holders (“Shareholders”) of the common shares of the Company (“ARR Shares”) and their duly appointed proxyholders will be asked to consider and if thought fit, to pass a special resolution (the “Arrangement Resolution”) relating to the proposed plan of arrangement under the Business Corporations Act (Alberta) which was described in detail in the Company’s press release dated September 12, 2024.
The Meeting Materials contain important information regarding the Arrangement Resolution and related matters. After receiving the report of the Special Committee (which was comprised of independent directors) and which received advice from its legal and financial advisors, and considering the reasons outlined in the Circular, the board of directors of the Company (with conflicted directors abstaining) has unanimously determined that the Arrangement Resolution is in the best interest of ARR’s minority Shareholders and has unanimously recommended that ARR’s minority Shareholders vote FOR the Arrangement Resolution. As a reminder to Shareholders, the transaction will require the approval of: (i) 66 2/3% of the votes cast by the holders of ARR Shares; and (ii) a simple majority of the votes cast by holders of ARR Shares after excluding any votes of Altius Minerals Corporation (“Altius Minerals”) and any other persons required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
Voting Support Agreements
Altius Minerals, the directors and executive officers of the Company and Altius Minerals, and certain other Shareholders of the Company (collectively, the “Supporting Shareholders”) have each entered into Support Agreements to vote their ARR Shares in favour of the Arrangement, subject to certain customary exceptions.
The Supporting Shareholders hold, collectively, approximately 81% of the ARR Shares (and 53% of the ARR Shares after excluding the ARR Shares held or controlled by Altius Minerals and any other persons whose votes are required to be excluded under MI 61-101).
Materials and Expected Closing Timing
Shareholders should carefully review all Meeting Materials as they contain important information concerning the Arrangement and the rights and entitlements of the Shareholders thereunder. The Meeting Materials have been filed by the Company on SEDAR+ and are available thereat under the Company’s profile at www.sedarplus.ca, and on the Company’s website at www.arr.energy/investors/#Events.
The hearing of the application for the final order is anticipated to take place before a justice of the Court of King’s Bench of Alberta on November 22, 2024. Subject to obtaining the required approval of Shareholders at the Special Meeting and the receipt of the final order of the Court, the transaction is expected to close on or around the end of November, 2024.
About Altius Renewable Royalties Corp.
ARR is a renewable energy royalty company whose business is to provide long-term, royalty level investment capital to renewable power developers, operators, and originators. ARR has 35 renewable energy royalties representing approximately 2.6 GW of renewable power on operating projects and an additional approximate 5.6 GW on projects in construction and development phase, across several regional power pools in the U.S. The Company also expects future royalties from indirect investments in Bluestar Energy Capital, Hodson Energy and Hexagon Energy, which increase the total project pipeline to approximately 18.7 GW. The Company combines industry expertise with innovative, partner-focused solutions to further the growth of the renewable energy sector as it fulfills its critical role in enabling the global energy transition.
About Northampton Capital Partners LLC:
Northampton Capital Partners LLC (“Northampton”) is an alternative asset management firm focused on infrastructure investments in the middle market, targeting the energy, digital, and other critical infrastructure sectors. Northampton was founded by Geoffrey Strong, John MacWilliams, Scott McBride, Don McCarthy, and other team members, with offices in New York City and Miami. To learn more, please reach out to IRGroup@northamptonllc.com.
Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. This information includes, but is not limited to, statements concerning our objectives, our strategies to achieve those objectives, as well as statements made with respect to management’s beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Forward-looking information in this news release includes, among other things, statements relating to the Transaction, anticipated meeting date and final order hearing date and timing for completion of the Transaction. Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that the Company considered appropriate and reasonable as of the date such statements are made in light of its experience, current conditions and expected future developments, including assumptions: that any conditions precedent to the closing of the Transaction can be satisfied, and that there will be no undue delays with respect to the Transaction.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of ARR to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others: failure to obtain the required shareholder and court approvals or satisfying other closing conditions to effect the Transaction; the risk that the Transaction may involve unexpected costs, liabilities or delays; risks related to the diversion of management’s attention from ARR’s ongoing business operations; the risk that the Transaction may not close when planned or at all or on the terms and conditions set forth in the Arrangement Agreement; the risk of the expected benefits from the Transaction not being realized; and general business, economic and competitive uncertainties, as well as those factors discussed in the section entitled “Risk Factors” in the Company’s Annual Information Form for the year ended December 31, 2023, Management’s Discussion and Analysis for the year ended December 31, 2023, as well as Management’s Discussion and Analysis for the interim period ended June 30, 2024.
Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to management of the Company or that it presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, shareholders should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the Company’s expectations as of the date of this news release (or as the date they are otherwise stated to be made) and is subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.
Contacts
For further information, please contact:
Flora Wood
Email: Flora@arr.energy
Tel: 1.877.576.2209
Direct: 1.416.346.9020
Ben Lewis
Email: Ben@arr.energy
Tel: 1.877.576.2209
