GBP 8million Darwin Equity Financing Agreement

RNS Number : 9546H

Horizonte Minerals PLC

27 June 2013

 



NEWS RELEASE

27 JUNE, 2013

Horizonte Secures £8 Million Financing

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27 June 2013 - Horizonte Minerals Plc, (AIM: HZM, TSX: HZM) ('Horizonte' or 'the Company') the exploration and development company focused in Brazil, is pleased to announce that further to the news release of 11 June 2013, it has signed an agreement for an £8 million Equity Financing Facility ('EFF') with Darwin Strategic Limited ('Darwin'), a majority owned subsidiary of Henderson Global Investors' Volantis Capital.

Commenting, Jeremy Martin, Chief Executive of Horizonte Minerals said, "We are pleased to have secured this £8 million financing facility with Darwin.  Whilst there are no plans to utilise this facility as we have a robust cash position, we feel it is important to have additional flexibility in terms of future funding, given the current economic climate.

"This agreement also underpins Darwin's support and commitment to Horizonte as we continue to advance our flagship Araguaia nickel project, located south of the world-class Carajas mining province in northern Brazil, through its pre-feasibility study with the aim  of developing  the next major nickel project in Brazil."   

Further details of the Equity Finance Facility

The EFF agreement with Darwin provides Horizonte Minerals with an equity line facility of up to £8 million which (subject to certain conditions and restrictions) can be drawn on any time over the next three years. The floor subscription price in relation to each draw down ('the Floor Price') is set at the discretion of the Company.

Horizonte Minerals is under no obligation to make a draw down and there are no penalty fees if the Company does not use the facility. The Company may make drawdowns at its discretion during the term, up to the total value of the EFF, by issuing subscription notices (each a 'Subscription Notice') to Darwin. Following delivery of a Subscription Notice, Darwin will, subject to certain conditions, subscribe for and the Company will allot and issue new ordinary shares in the capital of Horizonte Minerals ('Ordinary Shares').

The subscription price for any Ordinary Shares to be subscribed for by Darwin will be set with reference to the average of the three lowest Closing Bid Prices (as defined in the EFF) in the period following the issuance of the Subscription Notice, subject to the Floor Price set by the Company in each Subscription Notice, below which Ordinary Shares will not be issued. The Company may, with Darwin's consent, modify the Floor Price at any time during each relevant pricing period.

The maximum number of Ordinary Shares which may be issued under a Subscription Notice is the lower of: 25% of the Company's issued share capital following completion of the relevant draw down; and four times the average daily trading volume of the Company's Ordinary Shares over the 15 trading days preceding the issuance of the relevant Subscription Notice. This maximum indicated above may be reduced in certain circumstances, including in the event the subscription price is below the Floor Price. In addition, the maximum amount of any individual Subscription Notice must not exceed £500,000, unless consented to by Darwin. The Company holds an over-allotment option, under which it may authorise Darwin in a Subscription Note, at Darwin's discretion, to increase the amount of such draw down by up to the then aggregate undrawn amount under the EFF.

Darwin is entitled to a cash commission of 5% of the value of each draw down, however Darwin and the Company may by mutual agreement elect that, in lieu of such cash payment, the subscription price in respect of such draw down be discounted by 5%.

Darwin may, with the Company's consent, direct that its obligations to complete a draw down pursuant to a Subscription Note be satisfied by its parent fund, Henderson Volantis.

Darwin and Horizonte Minerals may mutually agree at the end of the pricing period to a variation of the applicable subscription price. This may allow for a larger subscription via any over-allotment facility authorised by the Company.

The issuance of a Subscription Notice is conditional upon the satisfaction of certain Subscription Notice Conditions, as indicated in the EFF, including shareholder and regulatory consents and approvals (including from the TSX), as applicable.

Darwin and Horizonte Minerals each may terminate the EFF upon the occurrence of certain defaults by the other party. In addition, the Company may terminate the agreement upon 1 month's written notice. Darwin may terminate at its discretion during a 4 month period commencing 4 months after the date of signature.

**ENDS**

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

Jeremy Martin	Horizonte Minerals plc	Tel: [phone]
David Hall	Horizonte Minerals plc	Tel: [phone]
Joanna Weaving Matthew Robinson	finnCap Ltd (Corporate Broking) finnCap Ltd (Corporate Finance)	Tel: [phone] Tel: [phone]
Anand Sambasivan	Darwin Strategic Ltd	Tel: [phone]
Jamie Vickers	Darwin Strategic Ltd	Tel: [phone]
Felicity Edwards Lottie Brocklehurst	St Brides Media & Finance Ltd (PR) St Brides Media & Finance Ltd	Tel: [phone] Tel: [phone]

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 a 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 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.

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.

 

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