REG - Horizonte Minerals - Completion of Fundraise

Horizonte MineralsAnnouncement

08/11/2022 15:15

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RNS Number : 7240F  Horizonte Minerals PLC  08 November 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED THEREIN (this "Announcement"),
IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING,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 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, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN 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. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR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 U.S.
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.
NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

For immediate release

8 November 2022

Horizonte Minerals Plc

(the "Company")

Completion of Fundraise

Horizonte Minerals Plc (AIM: HZM, TSX: HZM) is pleased to announce the
completion of the Fundraise announced on 4 October 2022 (RNS Number: 7742B)
(the "Fundraise Announcement") following admission to AIM and the TSX of the
Fundraise Shares. The Company intends to use the net proceeds of the Fundraise
to meet increased capital requirements for the construction of the Company's
Araguaia ferro-nickel project in Brazil, as well as for general working
capital purposes.

The Placing was conducted by Peel Hunt LLP and BMO Capital Markets Limited
acting as joint bookrunners in relation to the Placing, with Paradigm Capital
Inc. acting as a financial adviser in relation to the Placing.

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as defined in the announcement of the Fundraise
made by the Company on 4 October 2022.

About the La Mancha Participation

In the Fundraise, La Mancha Investments S.à r.l. ("La Mancha") purchased
24,340,744 ordinary shares. Immediately prior to the closing of the Placing,
La Mancha Fund SCSp (the "Fund") beneficially owned or had control or
direction over 37,956,438 ordinary shares, representing approximately 19.9% of
the then issued and outstanding ordinary shares of the Company. In addition,
the Fund, via La Mancha Treasury Limited, holds a convertible note issued by
the Company on 23 November 2021. Following completion of the Fundraise, the
Fund beneficially owns and has control and direction over an aggregate of
62,297,182 ordinary shares, representing approximately 23.21% of the issued
and outstanding ordinary shares of the Company.

The Placing Shares acquired by La Mancha have been acquired for investment
purposes. In the future, La Mancha may, from time to time, increase or
decrease its investment in the Company through market transactions, private
arrangements, treasury issuances, or otherwise.

Enquiries:

 Horizonte Minerals plc                                                     +44 (0) 203 356 2901

 Jeremy Martin (CEO)

 Simon Retter (CFO)

 Patrick Chambers (Head of Investor Relations)

 Peel Hunt LLP (Nominated Adviser and Joint Bookrunner)                     +44 (0)20 7418 8900

 Ross Allister / David McKeown / Georgia Langoulant

 BMO Capital Markets Limited (Joint Bookrunner)                             +44 (0)20 7236 1010

 Tom Rider / Pascal Lussier Duquette / Andrew Cameron

 Paradigm Capital Inc. (Financial Adviser)                                  + 1 416 361 9892

 Andrew Partington

 Tavistock (Financial PR)                                                   +44 (0) 20 7920 3150

 Emily Moss / Cath Drummond

La Mancha Investments S.à r.l. and La Mancha Fund SCSp

La Mancha is a wholly-owned subsidiary of the Fund, a Luxembourg based
investment fund advised by La Mancha Resource Capital LLP that is focused on
investments in the precious metals and energy transition space. La Mancha's
head office is located at 31-33 Avenue Pasteur L-2311 Luxembourg. La Mancha
will file an early warning report in accordance with applicable Canadian
securities laws, which will be available under the Company's profile on the
SEDAR website at www.sedar.com, and may also be obtained by contacting
Karim-Michel Nasr as provided for below.

About La Mancha Resource Capital LLP

La Mancha Resource Capital LLP advises the Fund on strategic investments made
in publicly listed and private exploration, royalty, and mining companies with
a global outlook. La Mancha Resource Capital LLP is a long-term minded
investment advisor, with a mandate to support mining companies to achieve
sustained growth by providing long-term equity capital as well as operational
and board level expertise, to further portfolio company performance and
expansion. La Mancha Resource Capital LLP is an Appointed Representative of
G10 Capital Limited, which is authorised and regulated by the Financial
Conduct Authority (FRN 648953).

Additional Information

For further information on La Mancha Resource Capital LLP, please visit the
website at www.lamanchacapitaladvisory.com or contact:

Karim-Michel Nasr

Managing Partner and Co-CIO

+44.203.960.2020
contact@lamancha.com (mailto:contact@lamancha.com)

IMPORTANT NOTICES

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.

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 Bookrunners, 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.

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.

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.

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 for sale into the United States. The securities referred to herein
have not been and will not be registered under U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States except pursuant
to an applicable exemption from registration. No public offering is being made
in the United States or elsewhere.

Cautionary Statements Regarding Forward-Looking Information

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 (including without
limitation, ability to draw down under such funding package) and the timing of
commencement of construction for Araguaia, the intended use of proceeds from
the proposed Fundraise, the intended reliance on the exemption set forth in
Section 602.1 of the TSX Company Manual, 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, approval from senior lenders to draw down under
existing debt facilities, 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 and/or BMO 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.
The information in this Announcement is subject to change.

Other Cautions

Peel Hunt and BMO, each which is authorised and regulated in the United
Kingdom 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
Fundraise 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. 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.

In connection with the Placing, Peel Hunt, BMO 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, Peel Hunt, BMO and any of their respective affiliates
acting in such capacity. In addition, Peel Hunt, BMO and any of their
respective affiliates may enter into financing arrangements (including swaps)
with investors in connection with which Peel Hunt, BMO and any of their
respective affiliates may from time to time acquire, hold or dispose of
shares. Neither Peel Hunt nor BMO 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 Peel Hunt or BMO (apart from the responsibilities
or liabilities that may be imposed by the 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 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 Fundraise Shares or the Fundraise 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 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 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 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 and 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 Fundraise. 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 Fundraise 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.

The Placing Shares to be issued pursuant to the Placing and the Subscription
Shares to be issued pursuant to the Subscriptions will not be admitted to
trading on any stock exchange other than the AIM Market of the London Stock
Exchange and the TSX. The 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.

 

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