Horizonte Minerals PLC Announces Result of Placing and Equity Fundraise

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, 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 FUNDRAISE 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.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (“MAR”) as it forms part of UK domestic 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 Equity Fundraise Announcement.

LONDON, UK / ACCESSWIRE / November 24, 2021 / Horizonte (AIM:HZM, TSX:HZM), is pleased to announce the successful completion of the Placing as part of the Equity Fundraise announced yesterday (the “Equity Fundraise Announcement“).

A total of 2,099,909,114 new ordinary shares in the capital of the Company have been conditionally placed with, or subscribed for by, new and existing investors at a price of 7 pence (C$12 cents) per Equity Fundraise Share (the “Issue Price“). On settlement, the Equity Fundraise will raise gross proceeds of approximately £147.4 million (approximately US$197 million) for the Company before expenses consisting of:

• 606,123,712 new Ordinary Shares pursuant to the UK Placing, raising gross proceeds of approximately £42.4 million (approximately US$56.8 million)
• 126,072,398 new Ordinary Shares pursuant to the Canadian Offering, raising gross proceeds of approximately £8.8 million (approximately US$11.8 million)
• 74,738,416 new Ordinary Shares pursuant to the Glencore Subscription, raising gross proceeds of approximately £5.2 million (approximately US$7 million);
• 533,845,825 new Ordinary Shares pursuant to the Orion Subscription, raising gross proceeds of approximately £37.4 million (approximately US$50 million); and
• 759,128,764 new Ordinary Shares pursuant to the La Mancha Subscription, raising gross proceeds of approximately £53.2 million (approximately US$71 million)

The new Ordinary Shares to be issued in aggregate pursuant to the Equity Fundraise represent 123.5 per cent. of the issued share capital of the Company prior to the Equity Fundraise.

The UK Placing was conducted by BMO Capital Markets Limited and Peel Hunt LLP, acting as joint global coordinators and together with H & P Advisory Limited, acting as the joint bookrunners, and the Canadian Offering was conducted by BMO Nesbitt Burns Inc., Paradigm Capital Inc., Cormark Securities Inc. and Cantor Fitzgerald Canada Corporation acting as Canadian agents.

The Equity Fundraise Shares and Glencore Subscription Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Application will be made to the London Stock Exchange for admission of the Equity Fundraise Shares, Glencore Subscription Shares and the Open Offer Shares to trading on AIM. Application has been made to the TSX for the Equity Fundraise Shares, Glencore Subscription Shares and the Open Offer Shares to be admitted to trading on the TSX, with listing subject to the approval of the TSX and the Company satisfying all of the requirements of the TSX. It is expected that AIM Admission will take place on or before 8.00 a.m. (London time) on 22 December 2021 and that dealings in the Equity Fundraise Shares, Glencore Subscription Shares and the Open Offer Shares on AIM will commence at the same time. It is expected that trading in the Equity Fundraise Shares, Glencore Subscription Shares and the Open Offer Shares on the TSX will take place on or before 9.30 a.m. (Toronto time) on 22 December 2021 and that dealings in the Equity Fundraise Shares, Glencore Subscription Shares and the Open Offer Shares on the TSX will commence at the same time.

The Equity Fundraise is conditional upon, amongst other things, AIM Admission becoming effective and upon the Placing Agreement and Agency Agreement not being terminated in accordance with its terms.

Open Offer

In order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the Equity Fundraising, the Company intends to make an Open Offer to Qualifying Shareholders on the terms and conditions to be set out in the circular. The Open Offer provides Qualifying Shareholders with the opportunity to subscribe at the Issue to raise up to approximately US$8 million (before fees and expenses) for the Company, on the basis of:

1 Open Offer Share for every 20 Ordinary Shares held as at the Record Date.

The Open Offer is conditional on the Placing becoming or being declared unconditional in all respects and not being terminated before Admission. Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, will be contained in the shareholder circular, which shall be posted to Shareholders and made available on the Company’s website.

Expected timetable of principal events

Each of the times and dates in the below is indicative only and may be subject to change by the Company, in which event details of the new times and dates will be notified to shareholders by announcement through a Regulatory Information Service.

Jeremy Martin, Chief Executive Officer of Horizonte, commented:

“I am delighted to announce completion of the Equity Fundraise. I would like to thank all existing shareholders for their continued support throughout our journey to reach this significant milestone, and to welcome our new shareholders as we embark on this exciting new phase of Horizonte’s story as we commence construction at Araguaia and progress feasibility work at Vermelho. The comprehensive Funding Package that we have secured is transformational for the Company, and places Horizonte at the forefront of new, large-scale, sustainable nickel projects at a time when nickel’s role in accelerating the clean energy transition is becoming increasingly critical.”

Terms used in this Announcement which are otherwise undefined have the meanings given in the Equity Fundraise Announcement.

Enquiries:

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as transposed into the laws of the United Kingdom), the person responsible for arranging for the release of this Announcement on behalf of the Company is Simon Retter, Company Secretary and Chief Financial Officer.

IMPORTANT NOTICES

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, 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 FUNDRAISE 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.

No action has been taken by the Company, the Joint UK Bookrunners, the Canadian Agents 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.

Investors Resident in the United Kingdom and the EEA

This Announcement is directed at and is only being distributed to: (a) persons in member states of the European Economic Area (the “EEA“) who are “qualified investors”, as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the “Prospectus Regulation”) (“EEA 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 (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc”) of the Order; or (c) persons to whom it may otherwise be lawfully communicated (each such person in (a), (b) and (c), a “Relevant Person”). This Announcement and the information in it must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. 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. This Announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (“FSMA“) by, a person authorised under FSMA. 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.

Investors Resident in the United States

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the U.S. 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.

Investors Resident in Canada

This Announcement is not an offer of securities in Canada. The Canadian Agents have been retained to act as agents in connection with the Canadian Offering to conditionally offer Placing Shares for sale if, as and when issued by the Company and accepted by the Canadian Agents on a “best efforts” basis in accordance with the terms and conditions contained in the Agency Agreement. The Canadian Offering is being made in each of the provinces and territories of Canada, except Québec. Placing Shares will be offered in such provinces and territories through those Canadian Agents or their affiliates who are registered to offer Placing Shares for sale in such provinces and territories and such other registered dealers as may be designated by the Canadian Agents. Prospective investors in the Canadian Offering should rely only on the information contained or incorporated by reference in the Canadian Prospectus. The Company and the Canadian Agents have not authorised anyone to provide purchasers with information different from that contained or incorporated by reference in the Canadian Prospectus.

No Prospectus Outside Canada

Other than in Canada as contemplated pursuant to the terms of the Agency Agreement, no public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. No prospectus will be made available in the United Kingdom, the United States or elsewhere (other than in Canada) in connection with the matters contained in this Announcement and all offers of the Equity Fundraise Shares, Glencore Subscription Shares and the Open Offer Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979), as amended from time to time and including any relevant implementing measure in any member state and / or as transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018.

Cautionary Statements Regarding Forward-Looking Information

This Announcement contains “forward-looking information” including as that term is defined under applicable Canadian securities legislation. Such information includes but is not limited to, the intended use of proceeds, the launch and closing of the anticipated Bookbuild; and the receipt of required approvals, including the approval of the shareholders of the Company and the TSX. Generally, forward-looking information can be identified by the use of words such as “plans”, “expects” or “is expected”, “scheduled”, “estimates” “intends”, “anticipates”, “believes”, or variations of such words and phrases, or statements that certain actions, events or results “can”, “may”, “could”, “would”, “should”, “might” or “will”, occur or be achieved, or the negative connotations thereof. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, which could cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such information. These risks include, without limitation, risks related to AIM Admission and the approval of the TSX and other applicable securities regulatory authorities, a failure to obtain adequate financing on a timely basis and on acceptable terms, political and regulatory risks associated with mining and exploration activities, including environmental regulation, risks and uncertainties relating to the interpretation of drill and sample results, risks related to the uncertainty of cost and time estimation and the potential for unexpected delays, costs and expenses, risks related to metal price fluctuations, the market for nickel and cobalt products, other risks and uncertainties related to the Company’s prospects, properties and business as well as those risk factors discussed or referred to herein and in the Company’s disclosure record, including in its annual information form for the year ended December 31, 2020 filed with the securities regulatory authorities in all territories and provinces of Canada, other than Quebec, and available at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The information in this Announcement is subject to change.

Other Cautions

BMO Capital Markets Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the UK Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the UK Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company in connection with the UK Placing or for providing the protections afforded to their respective clients or for giving advice in relation to the UK Placing or any other matter referred to in this Announcement.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the UK Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the UK Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company in connection with the UK Placing or for providing the protections afforded to their respective clients or for giving advice in relation to the UK Placing or any other matter referred to in this Announcement. Peel Hunt LLP’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.

H&P Advisory Ltd, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the UK Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the UK Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company in connection with the UK Placing or for providing the protections afforded to their respective clients or for giving advice in relation to the UK Placing or any other matter referred to in this Announcement.

In connection with the Placing, the Joint UK Bookrunners, the Canadian Agents and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint UK Bookrunners, the Canadian Agents and any of their respective affiliates acting in such capacity. In addition, the Joint UK Bookrunners, the Canadian Agents and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint UK Bookrunners, the Canadian Agents and any of their respective affiliates may from time to time acquire, hold or dispose of shares. None of the Joint UK Bookrunners nor any of the Canadian Agents intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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 any of the Joint UK Bookrunners or any of the Canadian Agents (apart from, in the case of the Joint UK Bookrunners, 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 any of the Joint UK Bookrunners, any of the Canadian Agents and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the Equity Fundraise Shares, the Glencore Subscription Shares, the Open Offer Shares, the Proposed Funding Package or the Open Offer 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 any of the Joint UK Bookrunners, any of the Canadian Agents 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 U.S. Securities Act or the applicable laws of other jurisdictions.

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. Any investment decision to buy Placing Shares must be made solely on the basis of publicly available information. 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. 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.

The Equity Fundraise Shares and the Glencore Subscription Shares to be issued pursuant to the Proposed Funding Package will not be admitted to trading on any stock exchange other than AIM and the TSX. The Equity Fundraise Shares will, when issued in accordance with the rules of the TSX, form part of the Ordinary Shares of the Company currently listed for trading on the TSX.

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 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

SOURCE: Horizonte Minerals PLC

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