TIDMHZM
RNS Number : 2129X
Horizonte Minerals PLC
18 December 2023
NEWS RELEASE
18 December 2023
HORIZONTE STRENGTHENS ITS BOARD WITH THE APPOINTMENT OF TWO
INDUSTRY LEADERS
Horizonte Minerals Plc (AIM/TSX: HZM) ("Horizonte" or the
"Company") , the nickel development company, is pleased to confirm
the appointments of Paul Smith as Non-Executive Director and Chair
of the Board of the Company and of Karim Nasr as an Executive
Director of the Company.
As previously announced on 27 November 2023, the Board proposed
the appointment of Paul Smith as Non-Executive Director and Chair,
succeeding Vincent Benoit who had agreed to act as interim Chair
and who will now continue his role as a Non-Executive Director, in
addition to the appointed Mr Nasr as an Executive Director . Mr
Smith and Mr Nasr's appointments were subject to receipt of the
usual director certifications in accordance with the AIM Rules. The
Company's Nominated Advisor, Peel Hunt, have now completed the due
diligence processes, and Mr Smith's and Mr Nasr's appointments have
been confirmed by the Board, effective immediately.
Following this announcement, Horizonte's Board will be comprised
of five members, of which the following three members are
considered independent under the QCA Corporate Governance Code:
Paul Smith, Gillian Davidson and John MacKenzie.
Mr Nasr has also been appointed as interim CEO (as announced on
27 November 2023) to lead the financing and restructuring process
for the Company and to work with the Board to appoint a new senior
leadership team. In the process, Mr Nasr temporarily stepped down
from his day-to-day executive role within La Mancha Resource
Capital LLP to devote himself to Horizonte, agreeing to a Conflict
of Interest Protocol, a summary of which is set out below.
About Paul Smith
Mr Smith is a corporate finance professional and senior board
member with extensive experience of driving industry-leading
performance at natural resource focused companies. He worked for
Glencore plc ("Glencore") from 2011 to 2020, as Head of Strategy.
During this period, Glencore successfully completed numerous large
scale corporate and capital markets transactions.
Paul was also the CFO of Katanga Mining Limited, Glencore's
TSX-listed and DRC-based subsidiary from 2019 until its de-listing
in 2020. He represented Glencore as a non-executive director of
Lonmin plc and Glencore Agriculture Ltd.
Prior to Glencore, Mr. Smith was an analyst and fund manager at
Marshall Wace Asset Management. Paul co-founded Voltaire Minerals
Partners in 2022.
About Karim Nasr
Mr Nasr has over 25 years of experience in corporate finance and
investments, including leading one of Brazil's largest corporate
restructurings. Before joining Horizonte , Mr Nasr was Managing
Partner and Co-Chief Investment Officer of La Mancha Resource
Capital LLP, which is the investment adviser to the La Mancha
Resource Fund SCSp, one of the Company's major indirect
shareholders. Previously, Mr Nasr was the CEO and CIO of Digital
World Capital (DWC), an FCA regulated investment manager investing
globally and across the capital structure in Telecom and Media
companies. From 2001 to 2011, Mr Nasr was in charge of Corporate
Finance at Wind Telecom s.p.a. & Orascom Telecom Holding
s.a.e., raising US$68bn in capital and closing US$67bn in M&A
transactions. In particular, he led the 2011 US$25bn merger with
VEON, the 2005 US$17bn Wind Telecom Leveraged Buy-Out and managed
the 2009 EUR3.8bn debt restructuring of Wind Hellas in Greece.
Mr Nasr also serves on the board of Elemental Altus Royalties
Corp (TSX-V:ELE) (AIM:ALS) and G Mining Ventures Corp.
(TSX-V:GMIN).
For further information, visit www.horizonteminerals.com or
contact:
Horizonte Minerals plc info@horizonteminerals.com
Patrick Chambers (Head of IR) +44 (0) 203 356 2901
Peel Hunt LLP (Nominated Adviser & Joint
Broker)
Ross Allister
Richard Crichton
David McKeown
Bhavesh Patel +44 (0)20 7418 8900
---------------------------
BMO (Joint Broker)
Thomas Rider
Pascal Lussier Duquette
Andrew Cameron +44 (0) 20 7236 1010
---------------------------
Barclays (Joint Broker)
Philip Lindop
Richard Bassingthwaighte +44 (0)20 7623 2323
---------------------------
Tavistock (Financial PR)
Jos Simson
Cath Drummond +44 (0) 20 7920 3150
---------------------------
Regulatory
The following information is disclosed under Rule 17 of the AIM
Rules for Companies ("AIM Rules") and Schedule Two Paragraph (g) of
the AIM Rules:
Paul Norman Smith , aged 53, is or has been a director of the
following companies in the past five years:
Current Directorships Past Directorships (within
the last five years)
Bunker Hill Mining Corp Trident Royalties PLC
---------------------------
Seadrill Ltd Glencore Agriculture Ltd
---------------------------
Echion Technologies Ltd
---------------------------
Collingwood Capital Partners
AG
---------------------------
Voltaire Minerals GmbH
---------------------------
There is no further information which is required to be
disclosed under Schedule Two, paragraph (g) of the AIM Rules for
Companies in respect of Paul Smith.
Mr Smith does not hold any ordinary shares nor options over
ordinary shares in the Company.
Karim Michel Nasr , aged 53, is or has been a director of the
following companies in the past five years:
Current Directorships Past Directorships (within
the last five years)
Elemental Altus Royalties WIND Telecom Weather II Special
Corp Purpose I
--------------------------------
G Mining Ventures Corp. WIND Telecom Weather II Special
Purpose II
--------------------------------
La Mancha Star Investments WIND Telecom Venus II
S.à r.l.
--------------------------------
La Mancha Treasury Ltd WIND Telecom Venus Investments
--------------------------------
La Mancha Global Holding S.à World Capital Services limited
r.l.
--------------------------------
La Mancha Precious Metals Digital World Capital Services
S.A. limited
--------------------------------
La Mancha Africa S.à La Mancha Services UK Ltd
r.l.
--------------------------------
La Mancha Resource Capital Altus Strategies Plc
LLP
--------------------------------
Digital World Capital LLP Golden Star Resources Ltd
--------------------------------
La Mancha Holdings S.à
r.l.
--------------------------------
Mr Nasr does not hold any ordinary shares nor options over
ordinary shares in the Company.
In addition, Mr Nasr was also a director of Weather Finance III
S.à r.l. ("Weather") until July 2010. As a result of the economic
crisis in Greece following the Global Financial crisis, Weather ran
into financial difficulties and on 14 December 2010, Weather
entered an administration process under English law. The
administration process ended on 5 July 2013. The total shortfall to
the secured creditors of Weather totalled EUR786m.
Mr Nasr was also a director of WIND Hellas Telecommunications
S.A. ("WIND"), a subsidiary of Weather, until 16 December 2010.
WIND entered an administration process under English law on 15
December 2010 and was sold on 16 December 2010 as a going concern
under a pre-packaged sale arrangement.
There is no further information which is required to be
disclosed under Schedule Two, paragraph (g) of the AIM Rules for
Companies in respect of Karim Nasr.
Summary of the Conflict of Interest Protocol
In relation to the appointment of Mr Nasr as interim CEO and a
director of the Company (the "Executive Director"):
1. The Executive Director shall recuse himself from all
decision-making and deliberations within La Mancha Resource Capital
LLP ("LMRC") in relation to its investment in the Company.
2. The Company shall establish a sub-committee of the Board,
comprising only independent non-executive directors, to oversee
conflicts of interest which may arise in respect of the Executive
Director and LMRC.
3. The Executive Director shall recuse himself from any
decisions relating to contracts or arrangements between the Company
(or its affiliates) and LMRC (or its affiliates), which shall be
determined by the Board's sub-committee instead.
4. The Executive Director may work towards securing a
comprehensive funding solution for the Araguaia project (including
interim funding arrangements) notwithstanding that La Mancha
Investmen ts S.à r.l. ("LMI") is a stakeholder (and that LMI o r
its affiliates may participate in the funding solution). However,
the board sub-committee shall oversee both (i) decision-making in
relation to the funding solution; and (ii) the approach taken by
the Executive Director, to ensure that conflicts of interest are
adequately addressed and the Executive Director is acting in the
best interests of the Company as a whole, taking appropriate
account of the interests of all shareholders and creditors.
ABOUT HORIZONTE MINERALS
Horizonte Minerals Plc (AIM/TSX: HZM) is developing two
100%-owned, Tier 1 projects in Pará state, Brazil - the Araguaia
Nickel Project and the Vermelho Nickel-Cobalt Project. Both
projects are high-grade, low-cost, with low carbon emission
intensities and are scalable. Araguaia is under construction and
when fully ramped up with both Line 1 and Line 2, is forecast to
produce 29,000 tonnes of nickel per year. Vermelho is at
feasibility study stage. Horizonte's combined production profile of
over 60,000 tonnes of nickel per year positions the Company as a
globally significant nickel producer. Horizonte's top three
shareholders are La Mancha Investments, Glencore and Orion Mine
Finance.
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, the ability of the Company to complete any planned
acquisition of equipment, statements with respect to the potential
of the Company's current or future property mineral projects; the
ability of the Company to complete a positive feasibility study
regarding the second RKEF line at Araguaia on time, or at all, the
ability of the Company to complete a positive feasibility study
regarding the Vermelho Project on time, or at all, the success of
exploration and mining activities; cost and timing of future
exploration, production and development; the costs and timing for
delivery of the equipment to be purchased, the estimation of
mineral resources and reserves and the ability of the Company to
achieve its goals in respect of growing its mineral resources; the
realization of mineral resource and reserve estimates and achieving
production in accordance with the Company's potential production
profile or at all. 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: the
inability of the Company to complete any planned acquisition of
equipment on time or at all, the ability of the Company to complete
a positive feasibility study regarding the implementation of a
second RKEF line at Araguaia on the timeline contemplated or at
all, the ability of the Company to complete a positive feasibility
study regarding the Vermelho Project on the timeline contemplated
or at all, 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, together with the risks identified and disclosed in the
Company's disclosure record available on the Company's profile on
SEDAR+ at www.sedarplus.ca, including without limitation, the
annual information form of the Company for the year ended December
31, 2022, and the Araguaia and Vermelho Technical Reports available
on the Company's website https://horizonteminerals.com/. 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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END
MSCBRBDDXUBDGXI
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