REG - Horizonte Minerals - Offering of Ordinary Shares & Private Placement <Origin Href="QuoteRef">HZM.L</Origin>

Horizonte MineralsAnnouncement

06/09/2014 16:32

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RNS Number : 2926M
Horizonte Minerals PLC
15 July 2014 
 
Horizonte Minerals plc / Index: AIM and TSX / Epic: HZM / Sector: Mining 
 
15 July 2014 
 
NEWS RELEASE 
 
HORIZONTE ANNOUNCES BEST EFFORTS OFFERING OF ORDINARY SHARES 
 
AND CONCURRENT 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. 
 
15 July 2014 - Horizonte Minerals Plc, (AIM: HZM, TSX: HZM) ('Horizonte' or
'the Company'), the nickel development company focused in Brazil, announces
that it has filed a preliminary short form prospectus (the "Preliminary
Prospectus") in the Province of Ontario in connection with a "best efforts"
offering of ordinary shares (the "Offered Shares") of the Corporation upon
terms to be determined in the context of the market (the "Offering"). The
Offering will be conducted by Paradigm Capital Inc. ("Paradigm"). Paradigm
will be granted an option (the "Over-Allotment Option") to sell up to an
additional 15% of the Offered Shares sold under and on the same terms as the
base Offering at any time until 30 days following the closing date of the
Offering, to cover over-allotments, if any, and for market stabilization
purposes in Canada only. It is currently anticipated that the aggregate gross
proceeds of the Offering (without giving effect to the Over-Allotment Option),
together with the aggregate gross proceeds of the Concurrent Private Placement
(as defined below), will be up to approximately $10,000,000. 
 
The Offered Shares will be offered by way of a short form prospectus, which
has been filed in the province of Ontario pursuant to National Instrument
44-101 - Short Form Prospectus Distributions. Closing of the Offering is
anticipated to occur on or about July 31,2014. The Offering is subject to
certain conditions including, but not limited to, customary conditions and the
admission of the Offered Shares and Private Placement Shares (as defined
below) to trading on AIM and the Toronto Stock Exchange (the "TSX"). 
 
The Corporation expects to complete a private placement offering in the United
Kingdom (the "Concurrent Private Placement") of ordinary shares (the "Private
Placement Shares") of the Corporation, through finnCap Ltd as placing agent,
at the sterling equivalent offering price as the Offering. The Concurrent
Private Placement is expected to close immediately following the closing of
the Offering and is subject to certain conditions including, but not limited
to, customary conditions and the admission of the Private Placement Shares and
Offered Shares to trading on AIM and the TSX. 
 
Application will be made for the Offered Shares and Private Placement Shares
to be admitted to trading on AIM and the TSX. 
 
The net proceeds of the Offering and the Concurrent Private Placement are
expected to be used to fund the development of the Corporation's Araguaia
nickel project (the "Araguaia Project") and for general working capital and
corporate purposes. 
 
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. 
 
**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 RobinsonBen Thompson  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 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 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
aggregate gross proceeds of the Offering and the Concurrent Private Placement;
the completion of the Offering and the Concurrent Private Placement; the use
of proceeds of the Offering and the Concurrent Private Placement; 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 Company 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, the Agent 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 the Agent 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 Announcement is, directed
only at persons in the United Kingdom who are either (1) 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 Announcement 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 FSMA or otherwise.  The Preliminary Prospectus is not a prospectus for the
purposes of Section 85(1) of FSMA and, accordingly, it will not be examined or
approved as a prospectus by the United Kingdom Financial Conduct Authority
(the "FCA") under Section 87A FSMA or by the London Stock Exchange and it will
not be filed with the FCA pursuant to the rules published by the FCA
implementing the Prospectus Directive (2003/71/EC) nor will it be approved by
a person authorized under FSMA, for the purposes of Section 21 FSMA. 
 
In Canada, in connection with the Offering, the Agent 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 the Agent 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 the Agent the
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