La Mancha Investments S.à r.l. (“
La Mancha”), a
Luxembourg-incorporated private investment company focused on
opportunities primarily in the precious metals and battery metals
mining sector, is pleased to announce that it has completed a
subscription for 759,128,764 ordinary shares (the “
Ordinary
Shares”) of Horizonte Minerals PLC
(“
Horizonte”) (London-AIM: HZM; TSX: HZM). The
transaction was completed by way of private placement (the
“
Private Placement”) at a price of 7 pence per
share (approximately C$0.12 per share using the daily average rate
of exchange for GBP:CAD published by the Bank of Canada on December
21, 2021, being £1.00=C$1.7131), for aggregate gross proceeds of
US$71,100,000 (approximately C$91,910,970 using the daily average
rate of exchange for USD:CAD published by the Bank of Canada on
December 21, 2021, being US$1.00=C$1.2927).
The Private Placement was completed pursuant to
the terms of an investment agreement entered into with Horizonte on
November 23, 2021 (the “Investment Agreement”).
The Investment Agreement provides for La Mancha’s right to nominate
one director to Horizonte’s Board of Directors, as well as certain
anti-dilution and pre-emptive rights and governance rights. The
Investment Agreement also contains a lock-in and standstill in
relation to the Ordinary Shares whereby La Mancha has agreed
(subject to certain customary exceptions) not to (i) dispose of any
of its Ordinary Shares for a period of 4 months from the date of
the Private Placement; and (ii) acquire any interests in Ordinary
Shares, for a period of 18 months following the date of the
Investment Agreement, which would cause La Mancha’s ownership
interest in Horizonte to exceed 25% (on an undiluted basis).
In connection with the Investment Agreement, La
Mancha also entered into a convertible note loan instrument on
November 23, 2021, pursuant to which La Mancha agreed to purchase
up to US$15,000,000 (approximately C$19,390,500 using the daily
average rate of exchange for USD:CAD published by the Bank of
Canada on December 21, 2021, being US$1.00=C$1.2927) principal
amount convertible notes (the “Convertible Note”).
The Convertible Note will be issued by Horizonte, subject to
certain terms and conditions, prior to March 31, 2022 at a 5.75%
discount (such that La Mancha shall only be required to pay 94.25%
of the principal amount) at a fixed interest rate of 11.75% per
annum, which shall be capitalised until the project completion of
Horizonte’s Araguaia Project and payable in cash (subject to
available cashflows) thereafter. In the case of an event of default
in accordance with the terms of the Convertible Note, the interest
rate is increased to 15.00% per annum. At any time until the
maturity date (being the later of September 30, 2032 and 3 months
after the final maturity date of Tranche A of Horizonte’s proposed
US$346.2 million senior debt facility), La Mancha may, at its
option, convert the Convertible Note, partially or wholly, into
Ordinary Shares of Horizonte at a conversion price equal to 125% of
7 pence, being 8.75 pence per Ordinary Share (the
“Conversion Price”), subject to customary
anti-dilution rights.
Immediately prior to the completion of the
Private Placement, La Mancha did not beneficially own, directly or
indirectly, or exercise control or direction over any Ordinary
Shares. Immediately following completion of the Private Placement,
La Mancha became an insider of Horizonte, owning 759,128,764
Ordinary Shares representing approximately 19.96% of the issued and
outstanding Ordinary Shares (on an undiluted basis).
Assuming the issuance of the Convertible Note in
the aggregate principal amount of US$15,000,000 (approximately
C$19,390,500 using the daily average rate of exchange for USD:CAD
published by the Bank of Canada on December 21, 2021, being
US$1.00=C$1.2927) as of the date hereof, the conversion thereof in
full at the Conversion Price of 8.75 pence (approximately C$0.15
using the daily average rate of exchange for GBP:CAD published by
the Bank of Canada on December 21, 2021, being £1.00=C$1.7131) and
the accumulation of no interest, La Mancha would hold an additional
129,270,000 Ordinary Shares, and would beneficially own and have
control and direction over an aggregate of 888,398,764 Ordinary
Shares, representing approximately 22.6% of the outstanding
Ordinary Shares (on a partially diluted basis).
La Mancha completed the Private Placement and
agreed to acquire the Convertible Note for business and investment
purposes. In the future La Mancha may, from time to time, increase
or decrease its investment in Horizonte through market
transactions, private agreements, treasury issuances, the
conversion of the Convertible Note for Ordinary Shares or otherwise
at any time subject to the terms of the Investment Agreement and
other applicable restrictions.
La Mancha’s head office is located at 31-33
Avenue Pasteur L-2311 Luxembourg.
Horizonte’s head office is located at Rex House, 4 - 12 Regent
Street, London, England, SW1Y 4RG.
La Mancha will file an early warning report in
accordance with applicable securities laws, which will be available
under Horizonte’s profile on the SEDAR website at www.sedar.com,
and may also be obtained by contacting:
Karim NasrChief
Executive Officer of the La Mancha GroupT: +44 (0)
20 3960 2020Email: contact@lamancha.com
ABOUT LA MANCHA
La Mancha is a Luxembourg based investment fund
focusing on opportunities primarily in the precious metals mining
sector across multiple geographies. La Mancha is a long-term
investor that supports its investments with further capital and
expertise to fund their growth and expansion plans. For more
information, please visit www.lamancha.com.
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