Horizonte (AIM: HZM, TSX: HZM), is pleased to announce the successful completion of the Placing as part of the Equity Fundraise announced yesterday (the “Equity Fundraise Announcement”).
A total of 2,099,909,114 new ordinary shares in the capital of the Company have been conditionally placed with, or subscribed for by, new and existing investors at a price of 7 pence (C$12 cents) per Equity Fundraise Share (the “Issue Price”). On settlement, the Equity Fundraise will raise gross proceeds of approximately £147.4 million (approximately US$197 million) for the Company before expenses consisting of:
· 606,123,712 new Ordinary Shares pursuant to the UK Placing, raising gross proceeds of approximately £42.4 million (approximately US$56.8 million)
·126,072,398 new Ordinary Shares pursuant to the Canadian Offering, raising gross proceeds of approximately £8.8 million (approximately US$11.8 million)
·74,738,416 new Ordinary Shares pursuant to the Glencore Subscription, raising gross proceeds of approximately £5.2 million (approximately US$7 million);
·533,845,825 new Ordinary Shares pursuant to the Orion Subscription, raising gross proceeds of approximately £37.4 million (approximately US$50 million); and
· 759,128,764 new Ordinary Shares pursuant to the La Mancha Subscription, raising gross proceeds of approximately £53.2 million (approximately US$71 million)
The new Ordinary Shares to be issued in aggregate pursuant to the Equity Fundraise represent 123.5 per cent. of the issued share capital of the Company prior to the Equity Fundraise.
The UK Placing was conducted by BMO Capital Markets Limited and Peel Hunt LLP, acting as joint global coordinators and together with H & P Advisory Limited, acting as the joint bookrunners, and the Canadian Offering was conducted by BMO Nesbitt Burns Inc., Paradigm Capital Inc., Cormark Securities Inc. and Cantor Fitzgerald Canada Corporation acting as Canadian agents.
The Equity Fundraise Shares and Glencore Subscription Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Application will be made to the London Stock Exchange for admission of the Equity Fundraise Shares, Glencore Subscription Shares and the Open Offer Shares to trading on AIM. Application has been made to the TSX for the Equity Fundraise Shares, Glencore Subscription Shares and the Open Offer Shares to be admitted to trading on the TSX, with listing subject to the approval of the TSX and the Company satisfying all of the requirements of the TSX. It is expected that AIM Admission will take place on or before 8.00 a.m. (London time) on 22 December 2021 and that dealings in the Equity Fundraise Shares, Glencore Subscription Shares and the Open Offer Shares on AIM will commence at the same time. It is expected that trading in the Equity Fundraise Shares, Glencore Subscription Shares and the Open Offer Shares on the TSX will take place on or before 9.30 a.m. (Toronto time) on 22 December 2021 and that dealings in the Equity Fundraise Shares, Glencore Subscription Shares and the Open Offer Shares on the TSX will commence at the same time.
The Equity Fundraise is conditional upon, amongst other things, AIM Admission becoming effective and upon the Placing Agreement and Agency Agreement not being terminated in accordance with its terms.
In order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the Equity Fundraising, the Company intends to make an Open Offer to Qualifying Shareholders on the terms and conditions to be set out in the circular. The Open Offer provides Qualifying Shareholders with the opportunity to subscribe at the Issue to raise up to approximately US$8 million (before fees and expenses) for the Company, on the basis of:
1 Open Offer Share for every 20 Ordinary Shares held as at the Record Date.
The Open Offer is conditional on the Placing becoming or being declared unconditional in all respects and not being terminated before Admission. Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, will be contained in the shareholder circular, which shall be posted to Shareholders and made available on the Company’s website.
Expected timetable of principal events
Each of the times and dates in the below is indicative only and may be subject to change by the Company, in which event details of the new times and dates will be notified to shareholders by announcement through a Regulatory Information Service.
Record Date for entitlements under the Open Offer
6:00 p.m. on 22 November
Record Date attendance and voting at the General Meeting for non-Canadian shareholders
6:00 p.m. on 17 December
Record Date attendance and voting at the General Meeting for Canadian shareholders
1 November 2021
Announcement of the Fundraising
Publication of this Circular and the accompanying Form of Proxy and (to Qualifying Non-CREST Shareholders only) the Application Form
Ex-entitlement Date for the Open Offer
8:00a.m. on 25 November
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST
As soon as practical after 8:00a.m. on 30 November
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST
4:30 p.m. on 13 December
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST
3:00 p.m. on 14 December
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)
3:00 p.m. on 15 December
Latest time and date for receipt of completed Forms of Proxy and receipt of electronic proxy appointments via the CREST system
1:00 p.m. on 16 December
Latest time and date for receipt of completed Forms of Proxy from Canadian shareholders and shareholders whose shares are held beneficially through the Canadian Depositary for Securities (CDS) for the General Meeting
1:00 p.m. on 16 December
Latest time and date for receipt of the completed Application Form and appropriate payment in respect of Open Offer Shares or settlement of relevant CREST instruction
11:00 a.m. on 17 December
Announcement of result of Open Offer
by 7.00 a.m. on 20 December
1:00 p.m. on 20 December
Announcement of result of General Meeting
Subject to satisfying applicable listing conditions, AIM Admission and commencement of dealings in the New Ordinary Shares on AIM
8:00 a.m. on 22 December
CREST accounts expected to be credited for the Fundraising Shares
from 8:00 a.m. on 14 January 2022
Latest date for posting of share certificates for the Fundraising Shares in certificated form (if applicable)
by 14 January 2022
Jeremy Martin, Chief Executive Officer of Horizonte, commented:
” I am delighted to announce completion of the Equity Fundraise. I would like to thank all existing shareholders for their continued support throughout our journey to reach this significant milestone, and to welcome our new shareholders as we embark on this exciting new phase of Horizonte’s story as we commence construction at Araguaia and progress feasibility work at Vermelho. The comprehensive Funding Package that we have secured is transformational for the Company, and places Horizonte at the forefront of new, large-scale, sustainable nickel projects at a time when nickel’s role in accelerating the clean energy transition is becoming increasingly critical.”
Terms used in this Announcement which are otherwise undefined have the meanings given in the Equity Fundraise Announcement.
Horizonte Minerals plc
Jeremy Martin (CEO)
Simon Retter (CFO)
Anna Legge (Corporate Communications)
+44 (0) 203 356 2901
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