Horizonte announces best efforts offering of ordinary shares and concurrent private placement
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TORONTO, July 14, 2014 /CNW/ - Horizonte Minerals Plc (TSX:HZM, AIM:HZM) ("Horizonte" or the "Corporation") 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.
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.
SOURCE Horizonte Minerals plcFor 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, finnCap Ltd (Corporate Broking), Tel: +44 (0) 20 7220 0500; Matthew Robinson, finnCap Ltd (Corporate Finance), Tel: +44 (0) 20 7220 0500; Ben Thompson, finnCap Ltd (Corporate Finance), Tel: +44 (0) 20 7220 0500; Felicity Edwards, St Brides Media & Finance Ltd (PR), Tel: +44 (0) 20 7236 1177; Lottie Brocklehurst, St Brides Media & Finance Ltd, Tel: +44 (0) 20 7236 1177