REG - Horizonte Minerals - Posting of Circular and Notice of General Meeting

Horizonte MineralsAnnouncement

29/11/2021 15:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211129:nRSc9245Ta&default-theme=true

RNS Number : 9245T  Horizonte Minerals PLC  29 November 2021

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (TOGETHER, 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 OTHER THAN IN CANADA on the terms and conditions set out in
a prospectus supplement to, and including, the final short form base shelf
prospectus of the Company dated 29 October 2021, filed in all provinces and
territories of Canada, except Québec. 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.

For immediate release

29 November 2021

Horizonte Minerals Plc

("Horizonte" or the "Company")

Posting of Circular and Notice of General Meeting

Horizonte (AIM: HZM, TSX: HZM), announces that, further to the announcement
made on 23 November 2021 (the "Equity Fundraise Announcement") in relation to
the proposed fundraise of approximately US$197 million (the "Equity
Fundraise") and the proposed admission of the Company's enlarged share capital
to AIM and the Toronto Stock Exchange (the "TSX"), a shareholder circular (the
"Circular") relating to the Equity Fundraise will be published today and will
be filed on the Company's profile on SEDAR and mailed to shareholders on or
before 29 November 2021. The Company has applied to list the New Ordinary
Shares on the TSX and application will be made for the New Ordinary Shares to
also be admitted to trading on AIM. Listing will be subject to approval by the
TSX and the Company fulfilling all of the requirements of the TSX. It is
expected that TSX and AIM Admission will become effective on or around 22
December 2021.

The Circular contains details of the Open Offer which provides existing
holders of ordinary shares in the Company whose names appear on the register
of members of the Company on a specified record date (the "Qualifying
Shareholders") with the opportunity to subscribe for Open Offer Shares on the
basis of 1 Open Offer Share for every 20 Ordinary Shares held on the Record
Date, at the Issue Price.

Full details of the Open Offer, including terms and conditions and details of
how to accept the Open Offer, are set out in the Circular. The Circular is
also available via the Company's website: https://horizonteminerals.com/uk/en/
(https://horizonteminerals.com/uk/en/) , and will be filed and available on
the Company's profile on SEDAR at www.SEDAR.com (http://www.SEDAR.com) .

The Company advises shareholders that there is a typographical error on page
36 of the Circular concerning the timing for applications under the Open
Offer. Shareholders (in particular Qualifying CREST Shareholders) should note
that in order for an application under the Open Offer to be valid the USE
instruction must comply with the requirements as to authentication and
contents set out in the Circular and must settle on or before 11.00 a.m. on 17
December 2021, and not 8:00 a.m. on 22 December 2021 as stated on page 36.

General Meeting

The Circular includes a Notice of General Meeting convening an general meeting
to be held at the offices of Horizonte Minerals plc, Rex House, 4-12 Regent
St, London, SW1Y 4RG, United Kingdom at 1.00 p.m. on 20 December 2021 (the "
General Meeting").

The Company continues to monitor the COVID-19 situation, including UK
Government legislation and guidance, and will continue to do so in the lead up
to the General Meeting. The health of our Shareholders, employees and
stakeholders is extremely important to us. Whilst as at the date of this
document all restrictions on public meetings have been lifted, there is no
guarantee that things will not change between this date and the date of the
General Meeting.

In the event that the Company is forced, due to the reimplementation of
COVID-19 restrictions, to hold the meeting as a closed meeting, or limit the
numbers of people able to attend, a further announcement will be made as to
how members will be able to ask questions which they may have otherwise asked
at the General Meeting regarding the resolutions.

 

For further information, visit www.horizonteminerals.com or contact:

 Horizonte Minerals plc                    info@horizonteminerals.com

 Jeremy Martin (CEO)                       +44 (0) 203 356 2901

 Anna Legge (Corporate Communications)

 Peel Hunt LLP (NOMAD & Joint Broker)      +44 (0)20 7418 8900

 Ross Allister

 David McKeown

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

 Thomas Rider

 Pascal Lussier Duquette

 Andrew Cameron

 Muhammad Musa

Appendix

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.

 

IMPORTANT NOTICES

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 UK Bookrunners, the
Canadian Agents 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.

 

Investors Resident in the United Kingdom and the EEA

This Announcement is directed at and is only being distributed to: (a) persons
in member states of the European Economic Area (the "EEA") who are "qualified
investors", as defined in Article 2(e) of the Prospectus Regulation
(Regulation (EU) 2017/1129) (the "Prospectus Regulation") ("EEA 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 (ii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations, etc") of the
Order; or (c) persons to whom it may otherwise be lawfully communicated (each
such person in (a), (b) and (c), a "Relevant Person"). This Announcement and
the information in it must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. 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 does not itself constitute an offer for sale or subscription of
any securities in the Company.

 

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.

 

Investors Resident in the United States

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 or elsewhere.

 

Investors Resident in Canada

This Announcement is not an offer of securities in Canada. The Canadian Agents
have been retained to act as agents in connection with the Canadian Offering
to conditionally offer Placing Shares for sale if, as and when issued by the
Company and accepted by the Canadian Agents on a "best efforts" basis in
accordance with the terms and conditions contained in the Agency Agreement.
The Canadian Offering is being made in each of the provinces and territories
of Canada, except Québec. Placing Shares will be offered in such provinces
and territories through those Canadian Agents or their affiliates who are
registered to offer Placing Shares for sale in such provinces and territories
and such other registered dealers as may be designated by the Canadian Agents.
Prospective investors in the Canadian Offering should rely only on the
information contained or incorporated by reference in the Canadian Prospectus.
The Company and the Canadian Agents have not authorised anyone to provide
purchasers with information different from that contained or incorporated by
reference in the Canadian Prospectus.

 

No Prospectus Outside Canada

Other than in Canada as contemplated pursuant to the terms of the Agency
Agreement, no public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. No prospectus will be made
available in the United Kingdom, the United States or elsewhere (other than in
Canada) in connection with the matters contained in this Announcement and all
offers of the Equity Fundraise Shares, Glencore Subscription Shares and the
Open Offer Shares will be made pursuant to an exemption from the requirement
to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as
supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission
Delegated Regulation (EU) 2019/979), as amended from time to time and
including any relevant implementing measure in any member state and / or as
transposed into the laws of the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018.

 

Cautionary Statements Regarding Forward-Looking Information

This Announcement contains "forward-looking information" including as that
term is defined under applicable Canadian securities legislation. Such
information includes but is not limited to, the intended use of proceeds, the
launch and closing of the anticipated Bookbuild; and the receipt of required
approvals, including the approval of the shareholders of the Company and the
TSX. Generally, forward-looking information can be identified by the use of
words such as "plans", "expects" or "is expected", "scheduled", "estimates"
"intends", "anticipates", "believes", or variations of such words and phrases,
or statements that certain actions, events or results "can", "may", "could",
"would", "should", "might" or "will", occur or be achieved, or the negative
connotations thereof. These forward-looking statements are subject to numerous
risks and uncertainties, certain of which are beyond the control of the
Company, which could cause the actual results, performance or achievements of
the Company to be materially different from the future results, performance or
achievements expressed or implied by such information. These risks include,
without limitation, risks related to AIM Admission and the approval of the TSX
and other applicable securities regulatory authorities, a failure to obtain
adequate financing on a timely basis and on acceptable terms, political and
regulatory risks associated with mining and exploration activities, including
environmental regulation, risks and uncertainties relating to the
interpretation of drill and sample results, risks related to the uncertainty
of cost and time estimation and the potential for unexpected delays, costs and
expenses, risks related to metal price fluctuations, the market for nickel and
cobalt products, other risks and uncertainties related to the Company's
prospects, properties and business as well as those risk factors discussed or
referred to herein and in the Company's disclosure record, including in its
annual information form for the year ended December 31, 2020 filed with the
securities regulatory authorities in all territories and provinces of Canada,
other than Quebec, and available at www.sedar.com. Although the Company has
attempted to identify important factors that could cause actual actions,
events or results to differ materially from those described in forward-looking
information, there may be other factors that cause actions, events or results
not to be anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such
information. The Company undertakes no obligation to update forward-looking
information if circumstances or management's estimates, assumptions or
opinions should change, except as required by applicable law. The reader is
cautioned not to place undue reliance on forward-looking information. The
information in this Announcement is subject to change.

 

Other Cautions

 

BMO Capital Markets Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and for no one else
in connection with the UK Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the UK Placing or any other matter referred to in this Announcement and will
not be responsible to anyone other than the Company in connection with the UK
Placing or for providing the protections afforded to their respective clients
or for giving advice in relation to the UK Placing or any other matter
referred to in this Announcement.

 

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the
FCA, is acting exclusively for the Company and for no one else in connection
with the UK Placing and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the UK Placing or
any other matter referred to in this Announcement and will not be responsible
to anyone other than the Company in connection with the UK Placing or for
providing the protections afforded to their respective clients or for giving
advice in relation to the UK Placing or any other matter referred to in this
Announcement. Peel Hunt LLP'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.

 

H&P Advisory Ltd, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for the Company and for no one else in
connection with the UK Placing and will not regard any other person (whether
or not a recipient of this Announcement) as a client in relation to the UK
Placing or any other matter referred to in this Announcement and will not be
responsible to anyone other than the Company in connection with the UK Placing
or for providing the protections afforded to their respective clients or for
giving advice in relation to the UK Placing or any other matter referred to in
this Announcement.

 

In connection with the Placing, the Joint UK Bookrunners, the Canadian Agents
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, the Joint UK Bookrunners,
the Canadian Agents and any of their respective affiliates acting in such
capacity. In addition, the Joint UK Bookrunners, the Canadian Agents and any
of their respective affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Joint UK
Bookrunners, the Canadian Agents and any of their respective affiliates may
from time to time acquire, hold or dispose of shares. None of the Joint UK
Bookrunners nor any of the Canadian Agents 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 any of the Joint UK Bookrunners or any of the
Canadian Agents (apart from, in the case of the Joint UK Bookrunners, the
responsibilities or liabilities that may be imposed by the Financial Services
and Markets Act 2000, as amended ("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 any of the Joint UK Bookrunners, any of the Canadian Agents
and/or any of their respective affiliates and/or by any of their respective
Representatives in connection with the Company, the Equity Fundraise Shares,
the Glencore Subscription Shares, the Open Offer Shares, the Proposed Funding
Package or the Open Offer 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 any of the Joint UK
Bookrunners, any of the Canadian Agents 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 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. Failure to comply with this directive may
result in a violation of the U.S. Securities Act or the applicable laws of
other jurisdictions.

 

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 Placing Shares. Any investment decision to buy Placing
Shares must be made solely on the basis of publicly available information.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Recipients of this
Announcement should conduct their own investigation, evaluation and analysis
of the business, data and other information described in this Announcement.
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 Equity Fundraise Shares and the Glencore Subscription Shares to be issued
pursuant to the Proposed Funding Package will not be admitted to trading on
any stock exchange other than AIM and the TSX. The Equity 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.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOGKZMZMDLLGMZM