Altius Renewable Royalties Corp. Obtains Final Court Order Approving Plan of Arrangement with Northampton

Rhea-AI Summary

Altius Renewable Royalties Corp. (ARR) has received final court approval from the Court of King's Bench of Alberta for its previously announced acquisition plan. Under the arrangement, Royal Aggregator LP, affiliated with Northampton Capital Partners, will acquire all outstanding common shares of ARR at C$12.00 per share in cash, except for the 17,937,339 shares (approximately 58.092%) owned by Altius Minerals Following the completion of this arrangement, ARR will become private, and its shares will be delisted from the Toronto Stock Exchange and OTCQX.

Positive

• Shareholders will receive C$12.00 in cash per share
• Transaction has received all necessary court approvals

Negative

• Company will be delisted from Toronto Stock Exchange and OTCQX
• Public shareholders will lose their investment exposure to ARR's renewable energy royalty business

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

ST. JOHN’S, Newfoundland and Labrador--(BUSINESS WIRE)-- Altius Renewable Royalties Corp. (TSX: ARR) (OTCQX: ARTWF) (“ARR” or the “Company”) announced today that the Court of King’s Bench of Alberta has approved the application for the final order which approves the previously announced statutory plan of arrangement pursuant to which Royal Aggregator LP (the “Purchaser”), an affiliate of Northampton Capital Partners, LLC (“Northampton”), will, among other things, acquire all of the issued and outstanding common shares of ARR (each a “Common Share”) other than the 17,937,339 Common Shares (representing approximately 58.092% of the outstanding Common Shares) owned directly or indirectly by Altius Minerals Corporation (“Altius Minerals”), for a price of C$12.00 in cash per Common Share (the “Arrangement”), on and subject to the terms of the Arrangement Agreement between the Company and the Purchaser dated September 11, 2024 (the “Arrangement Agreement”). As all of the conditions precedent have been satisfied or waived, the parties will proceed towards closing the Arrangement, following which ARR will no longer be publicly held and the Common Shares will be delisted from the Toronto Stock Exchange and no longer quoted on the OTCQX shortly thereafter.

About ARR

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 2.9 GW of renewable power on operating projects and an additional approximate 5.3 GW on projects in construction and development phase, across several regional power pools in the U.S. ARR also expects future royalties from Great Bay’s investments in Bluestar Energy Capital, Hodson Energy and Hexagon Energy, which increase the total project pipeline to approximately 18.6 GW. ARR 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

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.

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 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 satisfy 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 September 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241201153460/en/

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

Northampton contacts:

Don McCarthy

Partner, Chief Operating Officer & Chief Compliance Officer

Email: dmccarthy@northamptonllc.com

Christine McCartin

Vice President of Investor Relations

Email: cmccartin@northamptonllc.com

Source: Altius Renewable Royalties Corp.

FAQ

What is the purchase price per share for ARR (ARTWF) in the Northampton acquisition?

The purchase price is C$12.00 in cash per share for ARR common shares.

How many ARR shares will Northampton acquire in the arrangement?

Northampton will acquire all outstanding shares except for 17,937,339 shares (58.092%) owned by Altius Minerals

Will ARR (ARTWF) remain listed on the stock exchange after the arrangement?

No, ARR will be delisted from both the Toronto Stock Exchange and OTCQX after the arrangement closes.