LONDON, Oct. 29, 2015
/PRNewswire/ - Horizonte Minerals Plc, (AIM: HZM, TSX: HZM)
('Horizonte' or 'the Company') the nickel development company
focused in Brazil, announces that
it is today posting to shareholders of the Company
('Shareholders') a Notice of Meeting and Management
Information Circular ('Circular') with respect to a general
meeting of shareholders ('Meeting').
The Meeting will be held on 25 November
2015 at 2.30 p.m. at the
offices of FinnCap Limited, 60 New Broad Street, London EC2M 1JJ, United Kingdom.
Background
On 28 September 2015, the Company
announced (the 'Announcement') that it had signed a
conditional asset purchase agreement ('Asset Purchase
Agreement') to acquire the Glencore Araguaia Project
('GAP') from Xstrata Brasil Exploraçâo Mineral Ltda
('Xstrata'), a wholly owned subsidiary of Glencore for a
total consideration of USD 8 million
to be paid according to the terms of the Asset Purchase Agreement
summarized below (the 'Proposed Transaction').
Unless specified otherwise, capitalised terms in this
announcement shall have the same meaning as defined in the
Announcement.
Details of Proposed Transaction
Pursuant to the Asset Purchase Agreement, the Company has agreed
to pay total consideration of US$8.0
million to Xstrata, which holds the title to GAP. The
consideration is to be paid according the following schedule:
(a)
|
US$2.0 million in
Initial Consideration Shares ('Initial Consideration
Shares'), comprising Ordinary Shares in the Company
('Ordinary Shares'). The Initial Consideration Shares will
be split between the deposit areas comprising GAP ('Deposit
Areas') and will become payable after the date on which the
Company is registered as holder of such Deposit Areas by the
National Department of Mineral Production of Brazil ('DNPM')
and once all other conditions are satisfied, including the passing
of the resolutions to be put forward for approval by Shareholders
at the Meeting. The Company anticipates that such registration will
occur within the required period of 6 months from the date of the
Asset Purchase Agreement but the time in which this is required to
occur under the Asset Purchase Agreement can be extended for a
period of up to a year in certain circumstances. At the time that
they become payable, the Company will issue the specified
proportion of the Initial Consideration Shares at a price per
Initial Consideration Share equal to the five day volume weighted
average share price on AIM taken on the business day prior to the
relevant Closing converted at an exchange rate as set out in the
Asset Purchase Agreement;
|
(b)
|
US$1.0 million after
the date of issuance of a joint feasibility study for the Enlarged
Project area, to be satisfied in Ordinary Shares (at the 5 day
volume weighted average price taken on the tenth business day after
the date of such issuance connected at the Spot Rate) ("Second
Consideration Shares") or cash, at the election of Horizonte;
and
|
(c)
|
the remaining US$5.0
million in consideration will be paid in cash, as at the date of
first commercial production from any of the resource areas within
the Enlarged Project area.
|
Resolution Authorising the Directors to Allot Shares
As noted in the Announcement, following the issue of the Placing
Shares, the Company does not have sufficient authorities to issue
Ordinary Shares to satisfy the allotment and issue of the Initial
Consideration Shares or the Second Consideration Shares. As a
result, the Company requires the approval of the Shareholders to
permit the Board to allot and issue Ordinary Shares to satisfy the
obligations of the Company under the Asset Purchase Agreement. The
Shareholders will be asked to consider and, if thought appropriate,
to authorise the Board to allot and issue the Initial Consideration
Shares and the Second Consideration Shares ('Share Allotment
Resolution'). The Share Allotment Resolution will be put
forward to Shareholders for approval at the Meeting.
The Circular is available to download on the Company's website
at www.horizonteminerals.com and can also be found on Sedar
(www.Sedar.com).
About Horizonte Minerals:
Horizonte Minerals plc is an AIM and TSX-listed nickel
development company focused in Brazil, which wholly owns the advanced
Araguaia nickel laterite project located to the south of the
Carajas mineral district of northern Brazil.
The Company is developing Araguaia as the next major nickel mine
in Brazil, with targeted
production by 2019.
The Project, which has excellent infrastructure in place
including rail, road, water and power, has a current NI 43-101
compliant Mineral Resource of 71.98Mt grading 1.33% Ni (Indicated)
and 25.4Mt at 1.21% Ni (Inferred) at a 0.95% nickel cut-off;
included in Resources is a Probable Reserve base of 21.2Mt at
1.66%Ni.
A Pre-Feasibility Study has been completed which underpins the
robust economics of developing a mine with a targeted 15,000tpa
nickel in ferro-nickel output with a 20% Fe-Ni product over a 25
year mine life utilising the proven pyrometallurgical process of
Rotary Kiln Electric Furnace technology. At these production
rates, the project has a post-tax NPV of US$519M at a discount rate of 8% and an IRR of
20%, with a capital cost of US$582M
which puts this project in the lowest quartile of the cost
curve.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING
INFORMATION
Except for statements of historical fact
relating to the Company, certain information contained in this
press release constitutes "forward-looking information" under
Canadian securities legislation. Forward-looking information
includes, but is not limited to, statements with respect to the
potential of the Company's current or future property mineral
projects; the success of exploration and mining activities; cost
and timing of future exploration, production and development; the
estimation of mineral resources and reserves and the ability of the
Company to achieve its goals in respect of growing its mineral
resources; and the realization of mineral resource and reserve
estimates. Generally, forward-looking information can be identified
by the use of forward-looking terminology such as "plans",
"expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking information is based on the reasonable
assumptions, estimates, analysis and opinions of management made in
light of its experience and its perception of trends, current
conditions and expected developments, as well as other factors that
management believes to be relevant and reasonable in the
circumstances at the date that such statements are made, and are
inherently subject to known and unknown risks, uncertainties and
other factors that may cause the actual results, level of activity,
performance or achievements of the Company to be materially
different from those expressed or implied by such forward-looking
information, including but not limited to risks related to:
exploration and mining risks, competition from competitors with
greater capital; the Company's lack of experience with respect to
development-stage mining operations; fluctuations in metal prices;
uninsured risks; environmental and other regulatory requirements;
exploration, mining and other licences; the Company's future
payment obligations; potential disputes with respect to the
Company's title to, and the area of, its mining concessions; the
Company's dependence on its ability to obtain sufficient financing
in the future; the Company's dependence on its relationships with
third parties; the Company's joint ventures; the potential of
currency fluctuations and political or economic instability
in countries in which the Company operates; currency exchange
fluctuations; the Company's ability to manage its growth
effectively; the trading market for the ordinary shares of the
Company; uncertainty with respect to the Company's plans to
continue to develop its operations and new projects; the Company's
dependence on key personnel; possible conflicts of interest of
directors and officers of the Company, and various risks associated
with the legal and regulatory framework within which the Company
operates.
Although management of the Company has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking information,
there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that
such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements.
SOURCE Horizonte Minerals plc