HZM Horizonte Minerals Plc

Horizonte Minerals Plc, (AIM: HZM; TSX: HZM) (the "Company" or “Horizonte”), the nickel development company focused on Brazil, announces its unaudited financial results for the three month period to 30 September 2020 and the Management Discussion and Analysis for the same period. Both of the aforementioned documents have been posted on the Company’s website www.horizonteminerals.com and are also available on SEDAR at www.sedar.com.

Highlights for the Period

• Horizonte remains well-funded to advance Araguaia towards being construction ready with strong cash position of £13.6m;
• Project financing process continues to progress with a number of key milestones delivered;
• A syndicate of five international financial institutions mandated for a US$325 million senior debt facility to part fund the development of Araguaia;
• BNP Paribas, ING Capital LLC, Mizuho Bank, Ltd., Natixis (New York Branch), and Société Générale will act as the Mandated Lead Arrangers;
• Inaugural Sustainability Report published on 17 August 2020. The Company recognises the importance of conveying its efforts and achievements around the areas of environmental stewardship, social responsibility and corporate governance to its various stakeholders as it moves towards construction at Araguaia;
• The Company has continued to support local communities around the project through the provision of food parcels and health and hygiene guidance in response to the pandemic; and
• Nickel market fundamentals remain strong and are expected to benefit from global stimulus measures, with nickel price returning to pre-Covid levels of approximately US$15,700/t.

Horizonte Minerals plc

Condensed Consolidated Interim Financial Statements for the nine and three months ended 30 September 2020

Condensed consolidated statement of comprehensive income

		9 months ended30 September				3 months ended30 September
		2020		2019		2020		2019
		Unaudited		Unaudited		Unaudited		Unaudited
	Notes	£		£		£		£
Continuing operations
Revenue		-		-		-		-
Cost of sales		-		-		-		-
Gross profit		-		-		-		-
Administrative expenses		(2,342,989	)	(1,910,913	)	(777,847	))	(941,996	)
Charge for share options granted		-		(290,833	)	-		(53,662	)
Change in value of contingent consideration		(79,425	)	145,561		311,735		(46,640	)
Gain/(Loss) on foreign exchange		410,804		(21,706	)	(716,018	)	(17,657	)
Loss from operations		(2,011,610	)	(2,077,891	)	(1,182,130	)	(1,059,955	)
Finance income		122,907		50,085		32,177		16,294
Finance costs		(2,969,053	)	(222,788	)	(1,027,349	)	(75,951	)
Loss before taxation		(4,857,756	)	(2,250,594	)	(2,177,302	)	(1,119,612	)
Taxation		(51,071	)	-		(51,071	)	-
Loss for the year from continuing operations		(4,908,827	)	(2,250,594	)	(2,228,373	)	(1,119,612	)
Other comprehensive income
Items that may be reclassified subsequently to profit or lossChange in value of available for sale financial assets
Currency translation differences on translating foreign operations		(9,232,975	)	(1,093,862	)	(1,165,298	)	(1,559,385	)
Other comprehensive income for the period, net of tax		(9,232,975	)	(1,093,862	)	(1,165,298	)	(1,559,385	)
Total comprehensive income for the period
attributable to equity holders of the Company		(14,141,802	)	(3,344,456	)	(3,393,671	)	(2,678,997	)
Earnings per share from continuing operations attributable to the equity holders of the Company
Basic and diluted (pence per share)	9	(0.339	)	(0.157	)	(0.154	)	(0.078	)

Condensed consolidated statement of financial position

		30 September2020		31 December2019
		Unaudited		Audited
	Notes	£		£
Assets
Non-current assets
Intangible assets	6	8,241,277		39,317,506
Property, plant & equipment		24,924,599		483
		33,165,876		39,317,989
Current assets
Trade and other receivables		2,391,659		2,381,535
Cash and cash equivalents		13,584,055		17,760,330
		15,975,714		20,141,865
Total assets		49,141,590		59,459,854
Equity and liabilities
Equity attributable to owners of the parent
Issued capital	7	14,463,773		14,463,773
Share premium	7	41,785,306		41,785,306
Other reserves		(13,899,906	)	(4,666,930	)
Accumulated losses		(24,743,918	)	(19,835,092	)
Total equity		17,698,255		31,747,057
Liabilities
Non-current liabilities
Contingent consideration		6,666,016		6,246,071
Royalty Finance		23,594,661		-
Deferred tax liabilities		155,692		212,382
		30,416,369		6,458,453
Current liabilities
Trade and other payables		1,026,966		21,254,344
Deferred consideration		-		-
		1,026,966		21,254,344
Total liabilities		31,443,335		27,712,797
Total equity and liabilities		49,141,590		59,459,854

Condensed statement of changes in shareholders’ equity

	Attributable to the owners of the parent
	Sharecapital£		Share premium£		Accumulatedlosses£		Otherreserves£		Total£
As at 1 January 2019	14,325,218		41,664,018		(16,990,291	)	(2,039,991	)	36,958,954
Comprehensive income
Loss for the period	-		-		(2,250,594	)	-		(2,250,594	)
Other comprehensive income
Currency translation differences	-		-		-		(1,093,862	)	(1,093,862	)
Total comprehensive income	-		-		(2,250,594	)	(1,093,862	)	(3,344,456	)
Transactions with owners
Issue of ordinary shares	138,555		121,288		-		-		259,843
Issue costs	-		-		-		-		-
Share based payments	-		-		290,833		-		290,833
Total transactions with owners	138,555		121,288		290,833		-		550,676
As at 30 September 2019 (unaudited)	14,463,773		41,785,306		(18,950,052	)	(3,133,853	)	34,165,174

	Attributable to the owners of the parent
	Sharecapital£		Share premium£		Accumulatedlosses£		Otherreserves£		Total£
As at 1 January 2020	14,463,773		41,785,306		(19,835,092	)	(4,666,930	)	31,747,057
Comprehensive income
Loss for the period	-		-		(4,908,827	)	-		(4,908,827	)
Other comprehensive income
Currency translation differences	-		-		-		(9,232,975	)	(9,232,975	)
Total comprehensive income	-		-		(4,908,827	)	(9,232,975	)	(14,141,802	)
Transactions with owners
Issue of ordinary shares	30,000		63,000		-		-		93,000
Issue costs	-		-		-		-		-
Share based payments	-		-		-		-		-
Total transactions with owners	30,000		63,000		-		-		93,000
As at 30 September 2020 (unaudited)	14,493,773		41,848,306		(24,743,919	)	(13,899,905	)	17,698,255

Condensed Consolidated Statement of Cash Flows

		9 months ended30 September				3 months ended30 September
		2020		2019		2020		2019
		Unaudited		Unaudited		Unaudited		Unaudited
		£		£		£		£
Cash flows from operating activities
Loss before taxation		(4,908,827	)	(2,250,594	)	(2,228,373	)	(1,119,612	)
Interest income		(122,907	)	(50,085	)	(32,177	)	(16,294	)
Finance costs		2,790,062		222,788		947,785		75,951
Exchange differences		(410,804	)	21,706		716,018		17,657
Employee share options charge		-		290,833		-		53,662
Change in fair value of contingent consideration		79,425		(145,561	)	(311,735	)	46,640
Change in fair value of derivative asset		178,991		-		79,564		-
Depreciation		-		-		-		-
Operating loss before changes in working capital		(2,394,060	)	(1,910,913	)	(828,918	)	(941,996	)
Decrease/(increase) in trade and other receivables		50,742		(45,771	)	(2,384	)	(42,496	)
(Decrease)/increase in trade and other payables		152,845		468,782		290,166		442,376
Net cash outflow from operating activities		(2,190,473	)	(1,487,902	)	(541,136	)	(542,116	)
Cash flows from investing activities
Purchase of intangible assets		(2,006,910	)	(1,944,388	)	(680,325	)	(655,180	)
Purchase of property, plant and equipment		(605,603	)	-		(198,360	)	-
Interest received		122,907		50,085		32,177		16,294
Net cash used in investing activities		(2,489,606	)	(1,894,303	)	(846,508	)	(638,886	)
Cash flows from financing activities
Proceeds form issue of ordinary shares		93,000		-		93,000		-
Issue costs		-		-		-		-
Net cash used in financing activities		93,000		-		93,000		-
Net decrease in cash and cash equivalents		(4,587,079	)	(3,382,205	)	(1,294,644	)	(1,181,002	)
Cash and cash equivalents at beginning of period		17,760,330		6,527,115		15,594,717		4,322,699
Exchange gain/(loss) on cash and cash equivalents		410,804		(20,870	)	(716,018	)	(17,657	)
Cash and cash equivalents at end of the period		13,584,055		3,124,040		13,584,055		3,124,040

                                                                                                                                        

Notes to the Financial Statements

1.  General information

The principal activity of the Company and its subsidiaries (together ‘the Group’) is the exploration and development of precious and base metals. There is no seasonality or cyclicality of the Group’s operations.

The Company’s shares are listed on the Alternative Investment Market of the London Stock Exchange (AIM) and on the Toronto Stock Exchange (TSX). The Company is incorporated and domiciled in the United Kingdom. The address of its registered office is Rex House, 4-12 Regent Street, London SW1Y 4RG.

2.  Basis of preparation

The condensed consolidated interim financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards and in accordance with International Accounting Standard 34 Interim Financial Reporting. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2019, which have been prepared in accordance with International Financial Reporting Standards (IFRS).

The condensed consolidated interim financial statements set out above do not constitute statutory accounts within the meaning of the Companies Act 2006. They have been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS). Statutory financial statements for the year ended 31 December 2019 were approved by the Board of Directors on 7 April 2020 and delivered to the Registrar of Companies. The report of the auditors on those financial statements was unqualified.

The condensed consolidated interim financial statements of the Company have not been audited or reviewed by the Company’s auditor, BDO LLP.

Going concern

The Directors, having made appropriate enquiries, consider that adequate resources exist for the Group to continue in operational existence for the foreseeable future and that, therefore, it is appropriate to adopt the going concern basis in preparing the condensed consolidated interim financial statements for the period ended 30 September 2020. Please refer to note 2.2 in the annual report for 2019 for the assessment of the current Covid-19 pandemic on the operations of the Group.

Risks and uncertainties

The Board continuously assesses and monitors the key risks of the business. The key risks that could affect the Group’s medium term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group’s 2019 Annual Report and Financial Statements, a copy of which is available on the Group’s website: www.horizonteminerals.com and on Sedar: www.sedar.com The key financial risks are liquidity risk, foreign exchange risk, credit risk, price risk and interest rate risk.

Critical accounting estimates

The preparation of condensed consolidated interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in note 4 of the Group’s 2019 Annual Report and Financial Statements. The nature and amounts of such estimates have not changed significantly during the interim period.

3.  Significant accounting policies

The condensed consolidated interim financial statements have been prepared under the historical cost convention as modified by the revaluation of certain of the subsidiaries’ assets and liabilities to fair value for consolidation purposes.

The same accounting policies, presentation and methods of computation have been followed in these condensed consolidated interim financial statements as were applied in the preparation of the Group’s Financial Statements for the year ended 31 December 2019.

4  Segmental reporting

The Group operates principally in the UK and Brazil, with operations managed on a project by project basis within each geographical area. Activities in the UK are mainly administrative in nature whilst the activities in Brazil relate to exploration and evaluation work. The reports used by the chief operating decision maker are based on these geographical segments.

2020	UK		Brazil		Other		Total
	9 months ended30 September 2020£		9 months ended30 September 2020£		9 months ended30 September 2020£		9 months ended30 September 2020£
Revenue	-		-				-
Administrative expenses	(1,636,689	)	(407,779	)	(298,521	)	(2,342,989	)
Loss0020on foreign exchange	731,429		(338,984	)	18,359		410,804
(Loss) from operations per reportable segment	(905,260	)	(746,763	)	(280,162	)	(1,932,185	)
Inter segment revenues	-		-		-		-
Depreciation charges	-		-		-		-
Additions and foreign exchange movements to non-current assets			(6,482,508	)	-		(6,482,508	)
Reportable segment assets	7,303,457		39,264,577		2,573,556		49,141,590
Reportable segment liabilities	7,076,456		763,181		23,603,698		31,443,33
2019	UK		Brazil		Other		Total
	9 months ended30 September 2019£		9 months ended30 September 2019£		9 months ended30 September 2019£		9 months ended30 September 2019£
Revenue	-		-		-		-
Administrative expenses	(1,433,182	)	(477,731	)	-		(1,910,913	)
Loss on foreign exchange	(6,655	)	(15,051	)	-		(21,706	)
(Loss) from operations per reportable segment	(1,439,837	)	(492,782	)	-		(1,932,619	)
Inter segment revenues	-		-		-		-
Depreciation charges	-		-		-		-
Additions and foreign exchange movements to non-current assets	-		774,255		-		774,255
Reportable segment assets	2,767,328		36,932,142		-		39,699,470
Reportable segment liabilities	5,172,502		361,794		-		5,534,296

2020	UK		Brazil		Other		Total
	3 months ended30 September 2020		3 months ended30 September 2020		3 months ended30 September 2020		3 months ended30 September 2020
	£		£		£		£
Revenue	-		-		-		-
Administrative expenses	(609,868	)	(158,942	)	(9,037	)	(777,847	)
Loss on foreign exchange	(334,566	)	(374,326	)	(7,126	)	(716,018	)
(Loss) from operations per	(944,434	)	(533,268	)	(16,163	)	(1,493,865	)
reportable segment
Inter segment revenues	-		-		-		-
Depreciation charges	-		-		-		-
Additions and foreign exchange movements to non-current assets	-		(230,005	)	-		(230,005	)

2019	UK		Brazil		Other		Total
	3 months ended30 September 2019		3 months ended30 September 2019		3 months ended30 September 2019		3 months ended30 September  2019
	£		£		£		£
Revenue	-		-		-		-
Administrative expenses	(794,076	)	(147,920	)	-		(941,996	)
Profit/(Loss) on foreign exchange	5,689		(23,346	)	-		(17,657	)
(Loss) from operations per	(788,387	)	(171,266	)	-		(959,653	)
reportable segment
Inter segment revenues	-		-		-		-
Depreciation charges	-		-		-		-
Additions and foreign exchange movements to non-current assets	-		(969,007	)	-		(969,007	)

A reconciliation of adjusted loss from operations per reportable segment to loss before tax is provided as follows:

	9 months ended30 September 2020		9 months ended30 September 2019		3 months ended30 September 2020		3 months ended30 September 2019
	£		£		£		£
Loss from operations per reportable segment	(1,932,185	)	(1,932,619	)	(1,493,865	)	(959,653	)
– Change in fair value of contingent consideration	(79,425	)	145,561		311,735		(46,640	)
– Change in fair value of derivative asset	(178,991	)			(79,564	)
– Charge for share options granted	-		(290,833	)	-		(53,662	)
– Finance income	122,907		50,085		32,177		16,294
– Finance costs	(2,790,062	)	(222,788	)	(947,785	)	(75,951	)
Loss for the period from continuing operations	(4,857,756	)	(2,250,594	)	(2,177,302	)	(1,119,612	)

5  Change in Fair Value of Contingent Consideration

Contingent Consideration payable to Xstrata Brasil Mineração Ltda.

The contingent consideration payable to Xstrata Brasil Mineração Ltda has a carrying value of £3,176,017 at 30 September 2020 (30 September 2019: £4,640,847). It comprises US$5,000,000 consideration in cash as at the date of first commercial production from any of the resource areas within the Enlarged Project area. The key assumptions underlying the treatment of the contingent consideration the US$5,000,000 are based on the current rates of tax on profits in Brazil of 34% and a discount factor of 7.0% along with the estimated date of first commercial production.  

As at 30 September 2020, there was a finance expense of £162,240 (2019: £222,788) recognised in finance costs within the Statement of Comprehensive Income in respect of this contingent consideration arrangement, as the discount applied to the contingent consideration at the date of acquisition was unwound.

The change in the fair value of contingent consideration payable to Xstrata Brasil Mineração Ltda generated a loss of £37,842 for the nine months ended 30 September 2020 (30 September 2019: £145,561 debit) due to changes in the exchange rate of the functional currency in which the liability is payable.

Contingent Consideration payable to Vale Metais Basicos S.A.

The contingent consideration payable to Vale Metais Basicos S.A. has a carrying value of £3,489,996 at 30 September 2020 (2019: £nil). It comprises US$6,000,000 consideration in cash as at the date of first commercial production from the Vermelho project and was recognised for the first time in December 2019, following the publication of a PFS on the project. The key assumptions underlying the treatment of the contingent consideration the US$6,000,000 are the same as those for the Xstrata contingent consideration and are based on the current rates of tax on profits in Brazil of 34% and a discount factor of 7.0% along with the estimated date of first commercial production.

As at 30 September 2020, there was a finance expense of £178,280 (2019: £nil ) recognised in finance costs within the Statement of Comprehensive Income in respect of this contingent consideration arrangement, as the discount applied to the contingent consideration at the date of acquisition was unwound.

The change in the fair value of contingent consideration payable to Vale Metais Basicos S.A. generated a loss of £41,583 for the nine months ended 30 September 2020 (2019: £nil) due to changes in the value of the functional currency in which the liability is payable (USD).

6 Finance income and costs

	9 months ended30 September 2020		9 months ended30 September 2019
	£		£
Finance income
– Interest income on cash and short-term deposits	122,907		-
Finance costs			-
– Contingent and deferred consideration: unwinding of discount	(340,520	)	-
– Amortisation of Royalty Finance	(2,449,542	)	-
– Royalty Fair Value Adjustment	(178,991	)	-
– Movement in fair value of derivative asset	-		-
Total finance costs	(2,969,053	)	-
Net finance costs	(2,846,146	)	-

7  Intangible assets

Intangible assets comprise exploration and evaluation costs and goodwill. Exploration and evaluation costs comprise internally generated and acquired assets.

	Goodwill		Exploration licences		Exploration and evaluation costs		Total
	£		£		£		£
Cost
At 1 January 2020	210,585		4,534,392		2,312,467		7,057,444
Additions	-		-		1,893,618		1,893,618
Exchange rate movements	(56,209	)	95,439		(749,015	)	(709,785	)
Net book amount at 30 September 2020	154,376		4,629,831		3,457,070		8,241,277

8  Share Capital and Share Premium       

Issued and fully paid	Number ofshares		Ordinary shares £		Share premium £		Total £
At 1 January 2020	1,446,377,287		14,463,773		41,785,306		56,249,079
Issue of equity	3,000,000		30,000		63,000		93,000
At 30 September 2020	1,449,377,287		14,493,773		41,848,306		56,342,079

9  Dividends

No dividend has been declared or paid by the Company during the nine months ended 30 September 2020 (2019: nil).

10  Earnings per share

The calculation of the basic loss per share of 0.339 pence for the 9 months ended 30 Sept 2020 (30 Sept 2019 loss per share: 0.157 pence) is based on the loss attributable to the equity holders of the Company of £ (4,908,827) for the nine month period ended 30 Sept 2020 (30 Sept 2019: (2,250,594)) divided by the weighted average number of shares in issue during the period of 1,446,643,856 (weighted average number of shares for the 9 months ended 30 Sept 2019: 1,435,584,489).

The calculation of the basic loss per share of 0.154 pence for the 3 months ended 30 Sept 2020 (30 Sept 2019 loss per share: 0.078 pence) is based on the loss attributable to the equity holders of the Company of £ (2,228,373) for the three month period ended 30 June 2020 (3 months ended 30 Sept 2019: (£1,169,612) divided by the weighted average number of shares in issue during the period of 1,447,217,722 (weighted average number of shares for the 3 months ended 30 Sept 2019: 1,435,866,256).

The basic and diluted loss per share is the same, as the effect of the exercise of share options would be to decrease the loss per share.

Details of share options that could potentially dilute earnings per share in future periods are disclosed in the notes to the Group’s Annual Report and Financial Statements for the year ended 31 December 2019 and in note 10 below.

11  Issue of Share Options

On 12 February 2019, the Company awarded 2,000,000 share options to leading members of the Brazilian operations team. All of these share options have an exercise price of 4.80 pence. One third of the options are exercisable from August 2019, one third from February 2019 and one third from August 2020.

12  Ultimate controlling party

The Directors believe there to be no ultimate controlling party.

13  Related party transactions

The nature of related party transactions of the Group has not changed from those described in the Group’s Annual Report and Financial Statements for the year ended 31 December 2019.

14  Events after the reporting period

There are no events which have occurred after the reporting period which would be material to the financial statements.

Approval of interim financial statements

These Condensed Consolidated Interim Financial Statements were approved by the Board of Directors on 10 November 2020.

For further information contact:

Horizonte Minerals plc
Jeremy Martin (CEO)Anna Legge (Corporate Communications)	+44 (0)203 356 2901a.legge@horizonteminerals.com
Peel Hunt (NOMAD & Joint Broker)
Ross AllisterDavid McKeown	+44 (0)207 418 8900

About Horizonte Minerals:

Horizonte Minerals plc is an AIM and TSX-listed nickel development company focused in Brazil. The Company is developing the Araguaia project, as the next major ferronickel mine in Brazil, and the Vermelho nickel-cobalt project, with the aim of being able to supply nickel and cobalt to the EV battery market. Both projects are 100% owned.

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; 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.