Horizon Minerals Limited

Horizon and Poseidon Merging to Fast-Track the Creation of a New WA Mid-Cap Gold Producer

Horizon Minerals Limited (ASX: HRZ) (Horizon) and Poseidon Nickel Limited (ASX: POS) (Poseidon) have entered into a scheme implementation deed (Scheme Implementation Deed) pursuant to which they have agreed to a merger to be conducted by way of Schemes of Arrangement under the Corporations Act 2001 (Cth) (Corporations Act), whereby Horizon will acquire 100% of the fully paid ordinary shares in Poseidon (Poseidon Shares) and 100% of the unlisted Poseidon options under the code POSAAB, subject to the satisfaction of various conditions.


In addition, Horizon has received firm commitments for a placement to raise $14 million to support the expanded business.

HIGHLIGHTS

Logical consolidation of complementary assets in the Western Australian Goldfields

  • The proposed transaction will consolidate Horizon’s large gold resource and Poseidon’s Black Swan processing infrastructure in the Kalgoorlie-Coolgardie districts.
  • The combination provides a pathway for sustainable, long-term gold production and cashflow as an independent mid-cap producer. 1,2,3

Substantial resource base and regional tenure

  • Combined JORC Mineral Resources of ~1.8Moz gold at an average grade of 1.84g/t Au and 422,700t nickel at an average grade of 1% Ni.
  • Combined tenure of 1,309km2 in an attractive geological position in the WA Goldfields.
  • A strong pipeline of production sources, Mineral Resource growth opportunities, advanced brownfield exploration targets and greenfield exploration opportunities.1,2,3

Aligned strategy of using Poseidon’s Black Swan infrastructure to fast-track gold production

  • Refurbishment of the front end of the Black Swan processing plant and conversion of the back end to facilitate gold production presents a significantly faster, lower capital pathway to gold production compared to building a new gold processing plant in the region.
  • Horizon’s 465koz Burbanks and 428koz Boorara gold deposits form the cornerstone assets in a project pipeline aiming to deliver a 5-year mine plan to fill the Black Swan processing plant.
  • Conversion of the Black Swan processing plant to a gold plant with throughput optionality will unlock latent value in Horizon’s portfolio and open up the region for toll milling and further consolidation.4

Shared focus and ambition to become the next mid-tier gold producer

  • Horizon aims to become a sustainable, 100kozpa standalone producer following the merger and conversion & recommissioning of the Black Swan processing plant.

Strategically positioned and permitted infrastructure

  • In addition to the combined entity’s Kalgoorlie-Coolgardie gold assets, Lake Johnston and Windarra present highly strategic assets that have the ability to deliver further shareholder value.
  • Situated in the southern Goldfields, the permitted Lake Johnston 1.5Mtpa processing plant and associated infrastructure presents an opportunity to develop a lithium processing hub in this emerging lithium province.
  • Located in Laverton, Windarra’s water resource and gold tailings present highly strategic assets

Potential for re-rating based on enhanced scale and market relevance

  • Enhanced trading liquidity and scale to drive increased market relevance, grow investor appeal and improved access to capital.
  • Lower combined corporate overheads to enable greater focus on asset investment.

OVERVIEW

Pursuant to the terms of the Scheme Implementation Deed:

  • each Poseidon shareholder will receive 0.1156 Horizon shares for every 1 Poseidon Share held (the Share Scheme);
  • each holder of Poseidon options (other than a POS Incentive Option5 – see below) (Poseidon Options) will receive 0.1156 new Horizon options for every 1 Poseidon Option held (the Option Scheme and, together with the Share Scheme, the Schemes); and
  • Poseidon, Horizon and each holder of POS Incentive Options will enter into a deed under which all of the relevant POS Incentive Options will be cancelled (or transferred to Horizon or its nominee) for cash consideration, with effect from the Implementation Date and conditional on the Scheme becoming effective (POS Incentive Option Deed). The POS Incentive Options are not subject to the Option Scheme.

The exchange ratio under the Share Scheme was based on a 40% premium to the 30-day volume weighted average price (VWAP) of $0.0042 per Poseidon share for the period up to 22 October 2024 that is $0.006. Based on the last trading price of Poseidon shares as at 22 October 2024, which was $0.006 and represents a 0% premium to the last traded price.

Following implementation of the Schemes, Horizon shareholders will own 69.8% of the Combined Group (defined below) while Poseidon shareholders will own the remaining 30.2%.

The Schemes are unanimously recommended by the POS Independent Board.6 Each member of the POS Independent Board intends to vote all Poseidon Shares they control in favour of the Share Scheme and all Poseidon Options they control in favour of the Option Scheme, subject to no Superior Proposal7 emerging and the Independent Expert concluding (and continuing to conclude) that the Schemes are in the best interests of Poseidon shareholders and holders of Poseidon Options, respectively.

Under the proposed transaction the combined group will have a global JORC Mineral Resource of ~1.8Moz of gold and ~422.7kt of nickel, as well as 1,309km2 of attractive exploration tenure and two strategically located processing facilities in Black Swan and Lake Johnston.

The Black Swan processing plant has a 2.2Mtpa nickel sulphide concentrator and associated infrastructure and is ideally located as a central processing hub for Horizon’s gold projects as well as for regional toll treatment opportunities. The Black Swan concentrator will also unlock value for Horizon’s high-grade Nimbus silver, zinc and gold project which contains 20.2Moz of silver, 78koz gold and 104kt of zinc.

The proposed transaction brings together complementary assets. A Feasibility Study on the refurbishment and conversion of the Black Swan processing plant to gold production from Horizon’s large baseload and satellite gold deposits will be undertaken. The Feasibility Study is expected to be completed in the second half of 2025 with first gold production from Black Swan currently targeted for mid-2026.

The conversion of the Black Swan processing plant for gold processing would utilise the existing crushing and grinding circuit and likely involve the addition of a carbon in leach (CIL) circuit, elution plant and gold room. The Black Swan plant is currently on care and maintenance and will require some refurbishment. Horizon’s Feasibility Study will provide an up-to-date estimate of the cost of completing this work.

The combined group of Horizon and Poseidon (the Combined Group) will be pursuing its growth strategy from a position of greater market scale, underpinned by an estimated pro-forma cash and listed investments balance of ~$19 million (inclusive of the Placement) and lower consolidated cost base. Following implementation of the Schemes, Poseidon will be delisted from the ASX and become a subsidiary of Horizon, and the Combined Group will continue to trade as Horizon Minerals Ltd under the ticker ASX: HRZ.

Completion of the Schemes is targeted for late January / early February 2025. The Schemes remain subject to various customary closing conditions, including the approval of Poseidon shareholders, holders of Poseidon Options, and the Court, which are summarised below.

Commenting on the proposed merger, Horizon Managing Director Mr Grant Haywood said:

“We believe this proposed merger represents a unique opportunity to unlock the value of our significant gold resource in the WA Goldfields and leverage strategically located processing infrastructure.

This really is a logical consolidation of complementary assets, delivering a near term and cost- effective processing pathway and creates greater potential for both sets of shareholders to create value from the cashflow generation potential of a long project pipeline and wholly owned processing infrastructure.

Outside gold, the merged nickel and silver assets enhances the respective asset values of both parties and retains full exposure for the combined shareholder group to crystalise value in any future sustained price upturn for these commodities.”

Poseidon Nickel CEO Mr Brendan Shalders commented:

“The Schemes announced today are a pivotal step towards establishing a significant gold business and provides Poseidon shareholders and holders of Poseidon Options with an exciting opportunity to become part of an emerging gold producer at a time when the gold price is at all-time highs.

“There is strong alignment between Poseidon’s strategy and that of Horizon, which is one of the core pillars underpinning this regional consolidation. Together we have greater capability to deliver on longer term cashflow generation from cornerstone operations fitting for an emerging mid-tier gold producer.”


Click here for the Horizon & Poseidon Merger Presentation

Click here for the full ASX Release

This article includes content from Horizon Minerals, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.

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Emerging stand-alone gold producer in Western Australia

Horizon Minerals Limited  Acquisition of Gordons Dam Project near Black Swan

Horizon Minerals Limited Acquisition of Gordons Dam Project near Black Swan

Perth, Australia (ABN Newswire) - Horizon Minerals Limited (ASX:HRZ,OTC:HRZMF) is pleased to announce commencement of regional consolidation of assets ("Acquisition") near the 100% owned Black Swan processing facility via executing a Binding Tenement Sale Agreement ("TSA") with Yandal Resources Limited (ASX:YRL) ("Yandal").

HIGHLIGHTS

- Binding TSA executed with Yandal for the acquisition of 100% interest in the Gordons, Mt Jewell, Malone and Mulgarrie gold projects in the Western Australian goldfields

- Projects comprise 34 granted mining, prospecting, exploration and miscellaneous licences covering an area of approximately 77 km2 strategically located in close proximity to the Black Swan processing plant:

o Gordons Dam project, 10km west-south-west of Black Swan with an established mineral resource of 365 kt grading 1.7 g/t Au for 20 koz with mineralisation open at depth and along strike and on a granted Mining Lease

o Multiple drilling targets identified including the advanced Star of Gordon and Malone prospects

- Projects acquired for total consideration of A$2.810m on the following terms:

o $0.2m refundable cash deposit on execution of the TSA (paid)

o $1.0m cash from existing reserves (Cash Payment) on completion, and

o $1.610m in fully paid ordinary Horizon shares (Consideration Shares) on completion at an issue price equal to a 10% discount to the 15 trading day volume weighted average price up to and including the day immediately prior to the date of execution of the TSA. The issued shares will not be subject to any escrow restrictions. The share consideration may also be paid as cash, at Horizon's election at the time of completion.

Commenting on the Acquisition, Managing Director and CEO Mr Grant Haywood said:
"We are pleased to acquire these projects in close proximity to our processing infrastructure. Our key focus is completing study work with the aim of generating a five-year life of mine plan processing through our Black Swan processing plant."

"In addition to the resource at Gordons Dam, these assets complement our current large strategic land holdings in the WA goldfields. We see great potential in this area for further resource growth along with enormous exploration upside."

The Company is focussed on becoming a standalone gold producer by refurbishing and repurposing the Black Swan processing plant into a gold plant with a nominal throughput of 1.5Mtpa. Horizon is undertaking a Pre-Feasibility Study (PFS) to develop a five-year life of mine plan to feed the plant.

This acquisition is very close to Black Swan and complements the Company's existing extensive tenement portfolio.

Project Summary

The Gordons Project area comprises of 34 granted mining, prospecting and exploration licences covering a mostly contiguous area of approximately 77 km as well as four pending mining and miscellaneous licenses (Figures 1 and 2*). A complete list of the tenements in Appendix E Table 2*.

The Project is located within a prospective Archean Greenstone sequence of lithologies which also hosts the Mulgarrie and Gordon Sirdar Gold Mines (Figure 2*). Several gold prospects and targets at various stages of exploration and development as well as the Gordons Dam Deposit comprise the Gordons Project (Figure 3*). Horizon Minerals is of the opinion that there is potential to identify extensions to mineralisation across numerous gold targets and prospects.

Mineral Resource Estimate (MRE)

Located within the Gordons Dam project area is the Gordons Dam deposit which has a MRE of 365,000t @ 1.7g/t Au for 20,000oz (> 1g/t Au lower cut-off grade) (Figure 3*).

The Gordon's Dam deposit includes mineralisation hosted within laterite, transported cover sediments (paleochannel material) and weathered and fresh bedrock. Primary mineralisation occurs in quartz veins that occur at the margins of pillow basalts intruded by later microgranite/porphyrys.

Mineralisation within the MRE extends from approximately 30m below surface to a current maximum depth of 120m. Zones of mineralisation are associated with a laterally extensive paleochannel at the base of oxidation and at depth into the fresh bedrock with an overall mineralised north-west trend of approximately 320m in strike length. Further detailed information on the Gordons Dam MRE is presented in the Technical Overview section of this announcement.

Acquisition Key Terms

The Company has executed a binding Tenement Sale Agreement ("TSA") to acquire the project areas from Yandal Resources Limited, for a total consideration of A$2.810m.

The A$0.2m refundable cash deposit already been paid, with deferred consideration of A$1.0m in cash and $1.610m in Horizon shares payable at settlement with the shares to be issued at an issue price equal to a 10% discount to the 15 trading day volume weighted average price up to and including the day immediately prior to the date of execution of the TSA The consideration will be funded from existing cash reserves and placement capacity.

*To view full details in the announcement, please visit:
https://abnnewswire.net/lnk/V4721V7K



About Horizon Minerals Limited:

Horizon Minerals Limited (ASX:HRZ,OTC:HRZMF) is a gold exploration and mining company focussed on the Kalgoorlie and Menzies areas of Western Australia which are host to some of Australia's richest gold deposits. The Company is developing a mining pipeline of projects to generate cash and self-fund aggressive exploration, mine developments and further acquisitions. The Teal gold mine has been recently completed.

Horizon is aiming to significantly grow its JORC-Compliant Mineral Resources, complete definitive feasibility studies on core high grade open cut and underground projects and build a sustainable development pipeline.

Horizon has a number of joint ventures in place across multiple commodities and regions of Australia providing exposure to Vanadium, Copper, PGE's, Gold and Nickel/Cobalt. Our quality joint venture partners are earning in to our project areas by spending over $20 million over 5 years enabling focus on the gold business while maintaining upside leverage.

News Provided by ABN Newswire via QuoteMedia

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