VANCOUVER, BC, April 20,
2023 /CNW/ - Horizon Copper Corp. (TSXV: HCU)
("Horizon Copper", "Horizon", or the
"Company") is pleased to announce that, further to its news
release dated April 17, 2023, it has
completed the previously announced non-brokered private placement
(the "Private Placement"). The Private Placement was
completed through the issuance of 8,378,500 subscription receipts
at a price of C$0.80 per subscription
receipt (the "Subscription Receipts") for gross
proceeds of C$6,702,800
(approximately US$5 million). Funds
from the Private Placement will be held in escrow by the Company
until the closing of RTO Part B (as defined below) and the
satisfaction of certain escrow release conditions (collectively,
the "Release Conditions").
The proceeds from the Private Placement will be used to satisfy
part of the US$20 million cash
component payable to Sandstorm Gold Ltd. ("Sandstorm")
pursuant to the previously announced reverse takeover transaction
with Sandstorm ("RTO Part B"), whereby Horizon will acquire
a 1.66% net profits interest on the low-cost, high-grade Antamina
copper mine. As previously announced on April 17, 2023, the remaining cash component is
expected to be provided through a secured convertible debt
financing for approximately US$15
million.
Each Subscription Receipt, upon satisfaction of the Release
Conditions, will automatically convert into one unit (a
"Unit"), comprised of one (1) common share of the Company
and one half (1/2) of one (1) non-transferable share purchase
warrant (a "Warrant"). Each Warrant will entitle the holder
thereof to purchase one common share of the Company at an exercise
price of C$1.10 (or US$ equivalent)
per share for a period of four (4) years following the automatic
conversion of the Subscription Receipts.
As Horizon's largest shareholder and in connection with RTO Part
B, Sandstorm will maintain its existing 34% shareholding in
Horizon. In conjunction with the transactions, Horizon expects
Sandstorm's common equity holdings to increase from 25.5 million
shares to 29.0 million shares, including 1,468,750 Units issued
pursuant to the Private Placement.
Sandstorm is an "insider" of the Company as defined in the
Securities Act (British
Columbia), and its participation in the Private Placement is
considered to be a "related party transaction" as defined under
Multilateral Instrument 61-101 ("MI 61-101"). The Company
has relied on the exemptions from the valuation and minority
shareholder approval requirements of MI 61-101 contained in
sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such
insider participation. The Company did not file a material change
report more than 21 days before the expected closing of the Private
Placement, as the details and amounts of the insider participation
were not finalized until closer to the closing and the Company
wished to close the transaction as soon as practicable for sound
business reasons.
Completion of RTO Part B is subject to a number of conditions,
including but not limited to, TSX Venture Exchange (the
"TSX-V") final acceptance. There can be no assurance that
RTO Part B be completed as proposed or at all. Further details
regarding RTO Part B is disclosed in the Company's management
information circular dated July 26,
2022, available on www.sedar.com under the Company's issuer
profile.
The Private Placement was conducted on a non-brokered private
placement basis and cash finders' fees will be paid in association
with the Private Placement in the aggregate of C$217,066 (the "Finders' Fees"). The
Finders' Fees will only be paid by the Company upon the automatic
conversion of the Subscription Receipts.
All securities issued pursuant to the Private Placement are
subject to a four month and one day hold period in accordance with
applicable Canadian securities laws, expiring on August 20, 2023.
Trading in the common shares of Horizon is currently halted and
it is not anticipated that trading in the common shares of Horizon
will resume prior to completion or termination of RTO Part B, as
applicable.
The securities of the Company have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities
laws and may not be offered or sold within the United States or to "U.S. Persons" (as
defined in the U.S. Securities Act) unless registered under the
U.S. Securities Act and applicable state securities laws or
pursuant to an exemption from such registration.
The TSX-V has neither approved nor disapproved the contents
of this news release.
This press release does not constitute an offer to sell or
buy or the solicitation of an offer to buy or sell any security and
shall not constitute an offer, solicitation, sale or purchase of
any securities in any jurisdiction in which such offering,
solicitation, sale or purchase would be unlawful.
Correction Regarding Previous News
Release
Horizon wishes to make a correction in the Company's news
release dated April 17, 2023. Imola
Götz is a Qualified Person as defined by Canadian National
Instrument 43-101. The April 17, 2023
news release stated that she is also a Qualified Professional of
the Mining and Metallurgical Society of America. Ms. Götz is not
associated with the Mining and Metallurgical Society of
America.
For more information about Horizon Copper, please visit
www.horizoncopper.com or contact:
Erfan Kazemi
President &
CEO
604 689 0234
|
Mark Klausen
Investor
Relations
604 336 8189
|
ABOUT HORIZON COPPER
Horizon Copper is a premier copper company holding unique
non-operating interests in high-grade, low-cost copper assets. Upon
completion of RTO Part B as described in the Company's Management
Information Circular dated July 26,
2022, Horizon will hold a portfolio of unparalleled copper
assets including a 30% interest in the copper-gold Hod Maden
project, exposure to the Oyu Tolgoi copper mine through a 25%
equity ownership in Entrée Resources Ltd., and a 1.66% net profits
interest on the Antamina copper mine. Horizon plans to actively
grow its portfolio of assets with a focus on copper projects.
FORWARD LOOKING INFORMATION
This news release contains forward-looking information within
the meaning of Canadian securities laws. Such information includes,
without limitation, statements regarding the automatic conversion
of Subscription Receipts, the use of net proceeds of the Private
Placement and the payment of Finders' Fees. Although Horizon
believes that such information is reasonable, it can give no
assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words
such as: "believe", "expect", "anticipate", "intend", "estimate",
"postulate" and similar expressions, or are those, which, by their
nature, refer to future events. Horizon cautions investors that any
forward-looking information provided by Horizon is not a guarantee
of future results or performance, and that actual results may
differ materially from those in forward looking information as a
result of various factors, including, but not limited to: Horizon's
ability to complete RTO Part B; the expected timing and terms of
the RTO Part B; the expectation that the remaining portion of the
financing will be provided through a secured convertible debt
financing for approximately US$15
million; the expectation that Sandstorm will maintain its
34% ownership in Horizon; the state of the financial markets for
Horizon's securities; the state of the natural resources sector in
the event RTO Part B is completed; Horizon's ability to raise the
necessary capital or to be fully able to implement its business
strategies; and other risks and factors that Horizon is unaware of
at this time.
The forward-looking statements contained in this news release
are made as of the date of this news release. Horizon disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
SOURCE Horizon Copper Corp.