REG - Horizonte Minerals - Completes CAD10,060,000 Placing <Origin Href="QuoteRef">HZM.L</Origin>

Horizonte MineralsAnnouncement

07/09/2014 24:24

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RNS Number : 9130N
Horizonte Minerals PLC
31 July 2014 
 
NEWS RELEASE 
 
HORIZONTE ANNOUNCES CLOSING OF C$10,060,000 OFFERING AND PRIVATE PLACEMENT 
 
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR PUBLICATION, RELEASE OR 
 
DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, 
 
IN THE UNITED STATES, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION 
 
IN WHICH IT COULD BE UNLAWFUL TO DO SO. 
 
31 July 2014 - 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. 
 
**ENDS** 
 
For further information visit www.horizonteminerals.com or contact: 
 
 Jeremy Martin                                   Horizonte Minerals plc                                                                         Tel: +44 (0) 20 7763 7157                                                    
 David Hall                                      Horizonte Minerals plc                                                                         Tel: +44 (0) 20 7763 7157                                                    
 Joanna Weaving Matthew RobinsonScott Mathieson  finnCap Ltd (Corporate Broking)finnCap Ltd (Corporate Finance)finnCap Ltd (Corporate Finance)  Tel: +44 (0) 20 7220 0500Tel: +44 (0) 20 7220 0500Tel: +44 (0) 20 7220 0500  
 Felicity Edwards Lottie Brocklehurst            St Brides Media & Finance Ltd (PR)St Brides Media & Finance Ltd                                Tel: +44 (0) 20 7236 1177Tel: +44 (0) 20 7236 1177                           
 
 
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. 
 
This information is provided by RNS
The company news service from the London Stock Exchange