TORONTO, June 11, 2013 /CNW/ - Horizonte Minerals Plc, (AIM: HZM,TSX: HZM) ('Horizonte' or 'the Company') the exploration and development company focused in Brazil, is pleased to announce a placing ('the Placing') of 41,093,327 new ordinary shares ('the Placing Shares') at 7.5 pence per ordinary share to raise proceeds of £3.082 million before expenses. Following this placing the Company will have a net cash position of £7.3 million.
The proceeds of the Placing will be used to fund Horizonte's 100%-owned Araguaia Nickel Project ('Araguaia' or 'the Project'), located south of the Carajas mining district in northern Brazil, to the end of the Pre-Feasibility Study ('PFS'). Horizonte is currently in the final stages of awarding the PFS contract with work due to begin in H2 2013.
Additionally Horizonte has entered into a term sheet to put in place an Equity Financing Facility ('EFF') for up to £8.0 million over a period of 36 months with Darwin Strategic Limited ('Darwin'), a majority owned subsidiary of Henderson Global Investors ('HGI'). The EFF provides Horizonte with funding optionality, however the facility is at Horizonte's option and there are no plans in place to utilise the EFF in the foreseeable future.
Horizonte Chief Executive Officer Jeremy Martin said, "This fundraise underpins the continued strong support we have from our major shareholders with regards to the economic potential and development of our Araguaia Nickel Project in Brazil. This is an exciting time as we approach the commencement of our PFS using the proven Rotary Kiln Electric furnace ('RKEF') process. An updated mineral resource estimate is also currently being prepared by Snowden Mining Consultants after the completion of a 10,000m infill resource drilling programme with a view to updating the current NI 43-101 compliant Resource of 39.3Mt grading 1.39% Ni (Indicated) and 60.9Mt at 1.22% Ni (Inferred) at a 0.95% nickel cut-off.
"The Placing also ensures the Company is well funded with £7.3 million in the bank and in robust shape against a backdrop of tough market conditions. The funds will see the Company through the PFS at Araguaia and into 2014. The second half of 2013 is going to be an active time for Horizonte and we look forward to updating shareholders on the progress of the Pre-Feasibility study."
Details of the fundraising
The Placing comprises a conditional placing of a total of 41,093,327 new ordinary shares at 7.5 pence per ordinary share through finnCap Ltd ('finnCap') as agent for the Company.
The Placing is conditional, inter alia, upon admission to trading on AIM of the Placing Shares and subject to the terms and conditions of a Placing agreement entered into between Horizonte and finnCap.
Under the Placing, Teck Resources Limited ('Teck') has agreed to subscribe for 20,000,000 new ordinary shares (the 'Teck Placing Shares') and HGI has agreed to subscribe for 12,133,329 new ordinary shares.
The Placing Shares will, when issued, rank pari passu in all respects with the existing ordinary shares of the Company. Applications have been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and to the Toronto Stock Exchange for the Placing Shares to be listed on the TSX.
The Placing is being undertaken in two tranches. The first tranche comprises of 21,093,327 ordinary shares (being the Placing Shares less Teck's Placing Shares) ('First Placing Shares') for which admission is expected on 12 June 2013. The second tranche comprises of the Teck Placing Shares and is conditional on admission of the first tranche. Admission of the second tranche is expected on 13 June 2013.
Teck currently holds 150,573,987 ordinary shares in the Company, representing 41.8 per cent of the current issued share capital. As part of the Placing, Teck has agreed to subscribe for 20,000,000 Placing Shares, representing 48.7 per cent of the Placing Shares being offered. Assuming all the Placing Shares are issued as currently envisaged, Teck's holding in the enlarged issued share capital would therefore be 170,573,987 ordinary shares, representing 42.5% of the enlarged issued share capital immediately following the Placing.
Under Rule 9 of the UK City Code on Takeovers and Mergers (the 'Code'), when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30% of the voting rights but does not hold shares carrying more than 50% of the voting rights of such a company, a general offer will normally be required if any further interests in shares are acquired by any such person which increases the percentage of shares carrying voting rights in which he is interested. An offer would have to be made in cash at a price not less than the highest price paid by him, or by any member of the group of persons acting in concert with him, for any interest in shares in the company during the 12 months prior to the announcement of the offer.
In order to eliminate the unexpected possibility of Teck's percentage interest in the Company's ordinary shares increasing by more than 1 per cent following the Placing, it has been decided to split the issue of the Placing Shares (and consequently Admission) so that the First Placing Shares are issued and admitted to trading on AIM on 12 June 2013 and the Teck Placing Shares are issued and admitted to trading on AIM on 13 June 2013 conditionally upon Admission of the First Placing Shares having become effective and payment having been made therefor. This would imply that, on 12 June 2013, Teck's percentage interest in the then issued share capital of the Company reduces to 39.5 per cent before increasing again on 13 June 2013 to 42.5 per cent.
Whilst the 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.
Following Admission of the second tranche of Placing Shares, the Company's share capital will consist of 401,139,497 ordinary shares of 1 penny each, all with voting rights. The above figure may be used 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 Company under the FCA's Disclosure and Transparency Rules.
Related Party Transactions
By reason of their existing share holdings in the Company, the participations of Teck and HGI in the Placing each constitute a related party transaction under AIM Rule 13 of the AIM Rules for Companies.
The directors of the Company consider, having consulted with finnCap Ltd, that the terms of the Placing with Teck and HGI are fair and reasonable insofar as its shareholders are concerned.
About Horizonte Minerals:
Horizonte Minerals plc is an AIM and TSX listed exploration and development company focused in Brazil which wholly owns the advanced Araguaia nickel project located to the south of the Carajas mineral district of northern Brazil. The project currently has an estimated mineral Resource of 39.3Mt grading 1.39% Ni (Indicated) and 60.9Mt at 1.22% Ni (Inferred) at a 0.95% nickel cut-off.
The Company has completed a Preliminary Economic Assessment at Araguaia that illustrates robust economics based on low strip ratio with good infrastructure. It is Horizonte's intention to complete a Pre-Feasibility at Araguaia to further prove the economics of the project.
In addition it has support from its major shareholder, Teck Resources. The company is well funded to accelerate the development of its core project.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
Except for statements of historical fact relating to the Company, certain information contained in this press release constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the potential of the Company'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 Company 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 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 Company 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 Company'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 Company's future payment obligations; potential disputes with respect to the Company's title to, and the area of, its mining concessions; the Company's dependence on its ability to obtain sufficient financing in the future; the Company's dependence on its relationships with third parties; the Company's joint ventures; the potential of currency fluctuations and political or economic instability in countries in which the Company operates; currency exchange fluctuations; the Company's ability to manage its growth effectively; the trading market for the ordinary shares of the Company; uncertainty with respect to the Company's plans to continue to develop its operations and new projects; the Company's dependence on key personnel; possible conflicts of interest of directors and officers of the Company, and various risks associated with the legal and regulatory framework within which the Company operates.
Although management of the Company 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.
SOURCE: Horizonte Minerals plc
For further information:
visit www.horizonteminerals.com or contact:
Horizonte Minerals plc
Tel: +44 (0) 20 7763 7157
Horizonte Minerals plc
Tel: +44 (0) 20 7763 7157
finnCap Ltd (Corporate Broking)
Tel: +44 (0) 20 7220 0500
finnCap Ltd (Corporate Finance)
Tel: +44 (0) 20 7220 0500
St Brides Media & Finance Ltd (PR)
Tel: +44 (0) 20 7236 1177
St Brides Media & Finance Ltd
Tel: +44 (0) 20 7236 1177