THIS ANNOUNCEMENT , INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.
Terms used in this announcement have the same meaning given to them as defined in the Placing Announcement.
Horizonte Minerals Plc (AIM: HZM), the nickel development company focused on Brazil is pleased to announce the successful completion of the Placing as part of the Fundraise announced yesterday afternoon (the " Placing Announcement ").
Jeremy Martin, Chief Executive Officer of Horizonte, commented:
"The financing completed today provides Horizonte with a strong balance sheet as we enter this next phase of the Company's evolution as we advance Araguaia through to start of construction. This funding allows us to fast track critical path workstreams, advance long lead items and continue to build our team.
This capital raise was underpinned by the strength of Horizonte's investment opportunity and the increasing appetite of investors for nickel. Horizonte owns 100% of the Araguaia ferronickel project and the Vermelho nickel cobalt project - both high-grade, low-cost, long mine life assets, which allow us to be highly competitive globally. These two development stage assets have the flexibility to supply both the large and established stainless steel market and the rapidly growing electric vehicle battery market.
Horizonte is at a very exciting time as we transition to becoming a nickel producer. We have a scalable production profile that will position the Company as a significant nickel producer globally. As part of this transition, it is important that we continue to attract large, long-term institutional shareholders to support our growth. We look forward to updating the market on our continued progress throughout H1 as we work towards completing the full project financing package for Araguaia."
A total of 162,718,353 new ordinary shares in the capital of the Company (" Placing Shares ") have been placed with new and existing investors at a placing price of 7.5 pence per Placing Share. The Fundraise raised gross proceeds of approximately £18.0 million for the Company (approximately US$25.0 million/ C$ 31.7 million) (before expenses), approximately £12.2 million from the Placing and approximately £5.8 million from the Canadian Offering.
The new ordinary shares to be issued pursuant to the Placing and upon conversion of the Special Warrants to be issued pursuant to the Canadian Offering will represent 16.5 per cent of the issued ordinary share capital of the Company prior to the Placing.
The Placing was conducted by Cantor Fitzgerald Canada Corporation, Peel Hunt LLP and BMO Capital Markets Limited acting as Joint Bookrunners (the " Joint Bookrunners "). The Canadian Offering was undertaken by a syndicate led by Paradigm Capital Inc. as sole bookrunner and included Cormark Securities Inc. The new ordinary shares issued pursuant to the Placing will be issued credited as fully paid and will rank pari passu in all respects with the existing ordinary shares from their admission to trading on AIM (" Admission ").
The Company has applied to the London Stock Exchange plc for Admission and to the Toronto Stock Exchange (the " TSX ") to list the Placing Shares. Subject to, inter alia , the Placing Agreement not having been terminated in accordance with its terms as well as admission to AIM, it is expected that admission to AIM of the Placing Shares will occur at 8:00 am on or around 23 February 2021 and admission to the TSX on or around 23 February 2021.
Settlement of the Ordinary Shares issued on conversion of the Special Warrants will occur pursuant to the terms described under the heading "The Canadian Offering" in the Placing Announcement. An application will be made for admission of those shares to trading on AIM and to the TSX in due course. Further announcements regarding the subscription of the Special Warrants, publication of the Canadian short form Prospectus and admission of those shares will be made in due course as required by market rules.
In accordance with the provision of the Disclosure Guidance and Transparency Rules of the FCA (" DTRs "), the Company confirms that, following Admission, its issued share capital will comprise 1,612,095,640 Ordinary Shares, each of which carries the right to vote, with no Ordinary Shares held in treasury. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the DTRs
(* calculated using the Bloomberg spot rate on 18 February 2021 for pounds sterling of £1.00 = US$ 1.393, £1.00 = C$1.767)
Related party transaction
Canaccord Genuity Wealth Management (" Canaccord ") (which holds shares representing approximately 10.0% of the Company's share capital as at the date hereof) is a related party of the Company and will be participating in the Placing by subscribing for 23,930,000 Placing Shares. This constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. As such, the Directors of the Company consider, having consulted with the Company's Nominated Adviser, Peel Hunt, that the terms of the participation in the Placing by Canaccord is fair and reasonable insofar as the Company's shareholders are concerned. This also constitutes a related party transaction under Canadian Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has determined that the participation in the Placing by the related party is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of securities issued to the related party nor the consideration paid by the related party exceeded 25 percent of the Company's market capitalization. The Company did not file a material change report in respect of the related party transaction 21 days in advance of the anticipated closing date of the Placing because the related party participation had not been determined at that time. The shorter period is necessary in order to permit the Company to close the Placing in a timeframe consistent with usual market practice for transactions of this nature.
| Horizonte Minerals plc |
Jeremy Martin (CEO)
Simon Retter (CFO)
Anna Legge (Corporate Communications)
|+44 (0) 203 356 2901|
| Peel Hunt LLP (Joint Bookrunner, Nominated Adviser and Corporate Broker) |
Ross Allister / David McKeown
Jock Maxwell Macdonald / Sohail Akbar
| +44 (0)20 7418 8900 |
| Cantor Fitzgerald Canada Corporation (Joint Bookrunner) |
Graham Moylan / James Mazur / Craig Warren
|+1 (0)416 849 5003|
| BMO Capital Markets Limited (Joint Bookrunner) |
Tom Rider / Pascal Lussier Duquette / Andrew Cameron
|+44 (0)20 7236 1010|
For the purposes of MAR, the person responsible for arranging for the release of this Announcement on behalf of the Company is Simon Retter, Chief Financial Officer.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, the Republic of South Africa, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act" ), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States or elsewhere.
No action has been taken by the Company, Cantor, Peel Hunt or BMO or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents (collectively, "Representatives" ) that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
This Announcement is directed at and is only being distributed to: (a) persons in member states of the European Economic Area who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation" ) ( "Qualified Investors" ), (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the " UK Prospectus Regulation" ), and who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order" ) or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order and (ii) are Qualified Investors, or (c) otherwise, persons to whom it may otherwise lawfully be communicated (each such person in (a), (b) and (c), a "Relevant Person" ). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required (in accordance with either the Prospectus Regulation or the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about expected growth in nickel global demand, production potential, the results of the feasibility and pre-feasibility studies, including, without limitation, expected NPV, IRR, construction period, pay back period, mine life, expected costs, cash generation and operating performance and other metrics, the Company's expectations with respect to its financing package and the timing of commencement of construction for Araguaia, the intended use of proceeds from the proposed Fundraise, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward ‐ looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward ‐ looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company, Peel Hunt, BMO and/or Cantor expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.
Cantor Fitzgerald Canada Corporation which is regulated by the Investment Industry Regulatory Organization of Canada (IIROC) and Peel Hunt and BMO, each which is authorised and regulated by the FCA, are acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.
This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Cantors (to the fullest extent permitted by law) or Peel Hunt or BMO (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ( "FSMA" ) or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of Cantor and/or Peel Hunt and/or BMO and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Cantor or Peel Hunt or BMO, and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM Market of the London Stock Exchange and the TSX. Peel Hunt's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and Canada and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom and Canada.