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LONDON,
July 31, 2014 /CNW/ - Horizonte
Minerals Plc (TSX:HZM, AIM:HZM) ("Horizonte" or the
"Corporation") announces that it has closed its previously
announced Canadian public offering (the "Offering") of
ordinary shares (the "Offered Shares") of the Corporation
and concurrent private placement offering in the United Kingdom (the "Concurrent Private
Placement") of ordinary shares (the "Private Placement
Shares") of the Corporation. A total of 50,000,000 Offered
Shares have been issued and 41,287,608 Private Placement Shares
will be issued at a price of C$0.11
per Offered Share (the "Offering Price") and 6 pence per Private Placement Share (being the
approximate Sterling equivalent of the Offering Price)
respectively, for aggregate gross proceeds to the Corporation of
C$10,060,000.
Under the Concurrent Private Placement, Teck Resources Limited
("Teck"), a substantial shareholder in Horizonte, has agreed
to subscribe for 18,115,942 ordinary shares (the "Teck Placing
Shares").
The net proceeds of the Offering, together with the net proceeds
of the Concurrent Private Placement, will be used by the
Corporation to fund the Feasibility Study on the Araguaia nickel
project.
The Offered Shares were sold pursuant to an agency agreement
with Paradigm Capital Inc. ("Paradigm"). The Corporation has
also granted to Paradigm an option (the "Over-Allotment
Option"), exercisable in whole or in part at the sole
discretion of Paradigm for a period of 30 days, to purchase up to
an additional 7,500,000 Offered Shares, to cover over-allotments,
if any, and for market stabilization purposes. If the
Over-Allotment Option is exercised in full, the Corporation will
receive additional gross proceeds of C$825,000.
Horizonte Minerals CEO Jeremy
Martin said, "We are pleased to have successfully closed
this C$10 million fundraise, having
received a strong response which reflects the quality of the
Araguaia Project. The funds raised through our existing
shareholders which include Teck Resources and Henderson Global, and
new institutional investors both in the UK and Canada, will see us well financed to deliver a
Feasibility Study at Araguaia as we look to develop Brazil's next major nickel project. The
Company is now well positioned to advance the project in parallel
with a positive nickel market which has seen the nickel price
increase since January 2014 making it
the best performing metal this year to date, and in light of this I
believe Horizonte is in a strong position to deliver significant
value over the next 24 months.
"Araguaia is initially targeting 15,000tpa nickel in ferronickel
production over a 25 year mine life utilising the proven
pyrometallurgical process of Rotary Kiln Electric Furnace
technology. The project has a Net Present Value of
US$519 million and an Internal Rate
of Return of 20%. These robust economics are also underpinned
by the high nickel grades, with an average feed grade for the first
10 years of 1.76% Ni, placing the deposit in the upper quartile for
grade globally. Furthermore Araguaia is located in a mining
region which has good infrastructure in place including rail, road,
water and power. We look forward to providing further market
updates as we start the Feasibility Study work programmes."
The securities offered have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act") or any U.S. state securities
laws, and may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons absent registration or any applicable
exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws. This press release
is for information purposes only and shall not constitute an offer
to sell or the solicitation of an offer to buy securities, nor
shall there be any sale of these securities, in the United States or any jurisdiction in which
such offer, solicitation or sale would be unlawful.
Settlement Details
The Concurrent Private Placement is subject to certain
conditions including, but not limited to, the admission of the
Offered Shares and Private Placement Shares to trading on AIM, a
market operated by the London Stock Exchange ("AIM"), and
the listing and posting for trading of such shares on the Toronto
Stock Exchange (the "TSX") (together "Admission").
Applications have been made for the Admission. The Offered Shares
and the Private Placement Shares will, when issued, rank pari
passu in all respects with the existing ordinary shares of the
Corporation.
Admission will take place in two tranches. The first tranche
comprises 73,171,666 ordinary shares (being all of the Offered
Shares and the Private Placement Shares less the Teck Placing
Shares) (the "First Shares") for which admission to trading
on AIM is expected on 1 August 2014.
The second tranche comprises the Teck Placing Shares and is
conditional on admission of the First Shares. Admission of the Teck
Placing Shares is expected on 4 August
2014.
Following Admission of the Teck Placing Shares, the
Corporation's share capital will consist of 492,427,105 ordinary
shares of 1 penny each, all with voting rights. The above 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 Corporation
under the United Kingdom Financial Conduct Authority's (the
"FCA's") Disclosure and Transparency Rules.
Teck's Participation
Teck currently holds 170,573,987 ordinary shares in the
Corporation, representing 42.5 per cent of the current issued share
capital. As part of the Concurrent Private Placement, Teck has
agreed to subscribe for 18,115,942 Private Placement Shares
representing 19.8 per cent of the new ordinary shares being issued
in the Offering and Concurrent Private Placement. Assuming all the
Offered Shares and Private Placement Shares are issued as currently
envisaged, Teck's holding in the enlarged issued share capital
would be 188,689,929 ordinary shares, representing 38.3 per cent of
the enlarged issued share capital immediately following
Admission.
In order to eliminate the unexpected possibility of Teck's
percentage interest in the Corporation's ordinary shares increasing
following Admission, and thus triggering a mandatory offer under
Rule 9 of the UK City Code on Takeovers and Mergers (the
"Code") for the remaining issued and to be issued ordinary
shares, it has been decided that Admission will occur in two
tranches. The First Shares will admit to trading on AIM on
1 August 2014 and the Teck Placing
Shares will be admitted to trading on AIM on 4 August 2014 conditionally upon Admission of the
First Shares having become effective and payment having been
received in respect of them.
While an increase of Teck's percentage interest would, prima
facie, trigger a mandatory offer under Rule 9 of the Code, the
Panel has agreed, based on the intention of the parties, to waive
the requirement in this instance.
About Horizonte Minerals:
Horizonte Minerals Plc is an AIM and TSX‐listed nickel
development company focused in Brazil, which wholly owns the advanced
Araguaia Project located to the south of the Carajas mineral
district of northern Brazil.
The Corporation is developing the Araguaia Project as the next
major nickel mine in Brazil, with
targeted production by 2017.
The Araguaia Project, which has excellent infrastructure in
place including rail, road, water and power, has a current Mineral
Resource estimate of 71.98Mt grading 1.33% Ni (Indicated) and
25.4Mt at 1.21% Ni (Inferred), prepared in accordance with National
Instrument 43-101 ("NI 43-101"). Included in the Mineral
Resources is a Probable Mineral Reserve base of 21.2Mt at 1.66% Ni
at a 0.95% Ni cut‐off.
A Prefeasibility Study has been completed which underpins the
robust economics of developing a mine with a targeted 15,000tpa
nickel in ferronickel 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 Araguaia Project has a post‐tax NPV of US$519 million at a discount rate of 8% and an
IRR of 20%, with a capital cost of US$582
million.
Horizonte has a strong shareholder structure, including Teck
Resources Limited (42.5%), Henderson Global Investors (15.1%) and
Anglo Pacific Group (9.2%).
The scientific and technical information contained in this news
release has been reviewed and approved by David Hall, BSc, MSc, Fellow SEG PGeo, Chairman
of Horizonte, a qualified person within the meaning of NI
43-101.
For further details on the Araguaia Project, please refer to the
technical report entitled "NI 43-101 Technical Report,
Prefeasibility Study (PFS) for the Araguaia Nickel Project, Pará
State, Brazil", dated March 25, 2014, which is available on the
Corporation's website at horizonteminerals.com and on SEDAR at
www.sedar.com.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING
INFORMATION
Except for statements of historical fact relating to the
Corporation, certain information contained in this news release
constitutes "forward‐looking information" under
Canadian securities legislation. Forward‐looking
information includes, but is not limited to, statements with
respect to the exercise of the Over-Allotment Option; the aggregate
gross proceeds of the Concurrent Private Placement; the completion
of the Concurrent Private Placement, including with respect to
settlement details and Teck's expected participation; the potential
of the Corporation'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
Corporation 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 of the Corporation 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 Corporation 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 Corporation'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
Corporation's future payment obligations; potential disputes with
respect to the Corporation's title to, and the area of, its mining
concessions; the Corporation's dependence on its ability to obtain
sufficient financing in the future; the Corporation's dependence on
its relationships with third parties; the Corporation's joint
ventures; the potential of currency fluctuations and political or
economic instability in countries in which the Corporation
operates; currency exchange fluctuations; the Corporation's ability
to manage its growth effectively; the trading market for the
ordinary shares of the Corporation; uncertainty with respect to the
Corporation's plans to continue to develop its operations and new
projects; the Corporation's dependence on key personnel; possible
conflicts of interest of directors and officers of the Corporation,
and various risks associated with the legal and regulatory
framework within which the Corporation operates.
Although management of the Corporation 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. Accordingly,
readers should not place undue reliance on forward-looking
information. The Corporation does not undertake to update any
forward-looking information contained in this news release, except
in accordance with applicable securities laws.
The distribution of this news release, the Offered Shares and
the Private Placement Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Corporation,
Paradigm or any other person that would permit the Offering or the
Concurrent Private Placement or possession or distribution of this
news release or any other offering or publicity material relating
to the Offering or the Concurrent Private Placement in any
jurisdiction where action for that purpose is required other than
in the Province of Ontario.
Persons into whose possession this news release becomes available
are required by the Corporation and Paradigm to inform themselves
about, and to observe, such restrictions.
The price of ordinary shares of the Corporation and the income
from them may go down as well as up and investors may not get back
the full amount invested on disposal of the Offered Shares or
Private Placement Shares.
With respect to the United
Kingdom, the Concurrent Private Placement is only being, and
may only be, made to and is, and this press release is, directed
only at persons in the United
Kingdom who are either both (a) a "Qualified Investor"
within the meaning of Section 86(7) of the Financial Services and
Markets Act 2000 ("FSMA") and (b) within the categories of
persons referred to in Article 19(5) (Investment professionals) or
Article 49(2)(a) to (d) (High net worth companies, unincorporated
associations, etc.) of the Financial Services and Markets Act 2000
(Financial Promotions) Order 2005, or persons in the United Kingdom to whom the Concurrent Private
Placement may otherwise be made or to whom the Concurrent Private
Placement may otherwise be directed in the United Kingdom without an approved prospectus
having been made available to the public in the United Kingdom before the Concurrent Private
Placement is made, and without making an unlawful financial
promotion, all such persons together being referred to as
"Relevant Persons". The securities being offered are only
available to, and any invitation, offering or agreement to
subscribe, purchase or otherwise acquire such securities will be
engaged in only with, Relevant Persons. Any person who is not
a Relevant Person should not act or rely on this Announcement or
any of its contents. This news release is not a prospectus or an
admission document nor does it contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the FSMA or otherwise. Neither the preliminary
prospectus of the Corporation dated July 14,
2014 nor the final prospectus of the Corporation dated
July 24, 2014 is a prospectus for the
purposes of Section 85(1) of the FSMA and, accordingly, neither
will be examined or approved as a prospectus by the FCA under
Section 87A of the FSMA or by the London Stock Exchange nor will
either be filed with the FCA pursuant to the rules published by the
FCA implementing the Prospectus Directive (2003/71/EC) nor will
either be approved by a person authorized under the FSMA, for the
purposes of Section 21 of the FSMA.
In Canada, in connection with
the Offering, Paradigm may over-allot or effect transactions with a
view to supporting the market price of ordinary shares at a level
higher than that which might otherwise prevail in the open market.
However, there may be no obligation on Paradigm to do this. Such
stabilizing, if commenced, may be discontinued at any time, and
must be brought to an end after a limited period. The Corporation
has granted Paradigm an over-allotment option to cover
over-allotments and for market stabilization purposes, exercisable
at any time until 30 days following the closing of the
Offering.
No market stabilization activities will be carried out in
respect of the Concurrent Private Placement in the United Kingdom.
SOURCE Horizonte Minerals plc