15 August 2022

 

Horizonte Minerals Plc

("Horizonte" or the "Company")

 

INTERIM FINANCIAL RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

Horizonte Minerals Plc (AIM: HZM, TSX: HZM), the nickel development company with assets in Brazil, announces it has today published its unaudited financial results for the six-month period to 30 June 2022 and the Management Discussion and Analysis for the same period. Both 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:

•    Closing of US$633 million funding package for construction of the Araguaia nickel project ("Araguaia" or the "Project");

•    A number of key construction contracts including furnace, EPCM, and earthworks awarded for Araguaia;

•    Approved start of construction at Araguaia in late January 2022 with earthworks contractor mobilised to site in May to maximise productivity during the dry season;

•    Commenced construction and broken ground at Araguaia in May 2022;

•    Appointment of two industry leaders to the board: Gillian Davidson (independent non-executive director), Vincent Benoit (non-executive director);

•    Philipa Varris appointed as Head of Sustainability;

•    2021 Sustainability Report published which is Horizonte's third such disclosure; and

•    Maintained a strong cash position of US$199 million at 30 June 2022, prior to any debt draw down.

 

Post period highlights

·    Contracts totalling US$293 million awarded to-date at Araguaia, including civil works and all major and long-lead time process plant equipment contracts;

·    Agreement signed with Serviço Nacional de Aprendizagem Industrial for host community skills training; and

·    Araguaia construction running in line with project execution schedule.

An operational video, presenting updates on the progression at Araguaia can be viewed on the Company's website at: https://horizonteminerals.com/uk/en/videos_and_audio/

 

A full progress update on Araguaia will be provided in September 2022.

 

 

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

 

Horizonte Minerals plc Jeremy Martin (CEO) Simon Retter (CFO)	[email protected] +44 (0) 203 356 2901
Peel Hunt LLP (Nominated Adviser & Joint Broker) Ross Allister David McKeown	+44 (0)20 7418 8900
BMO (Joint Broker) Thomas Rider Pascal Lussier Duquette Andrew Cameron	+44 (0) 20 7236 1010
Tavistock (Financial PR)                         Emily Moss Cath Drummond	+44 (0) 20 7920 3150

 

 

ABOUT HORIZONTE MINERALS

Horizonte Minerals plc (AIM & TSX: HZM) is developing two 100%-owned, Tier 1 projects in Parà state, Brazil - the Araguaia Nickel Project and the Vermelho Nickel-Cobalt Project. Both projects are large scale, high-grade, low-cost, low-carbon and scalable. Araguaia is fully funded and in construction. The project will produce 29,000 tonnes of nickel per year to supply the stainless steel market. Vermelho is at feasibility study stage and will produce 25,000 tonnes of nickel and 1,250 tonnes of cobalt to supply the EV battery market.  Horizonte's combined near-term production profile of over 50,000 tonnes of nickel per year positions the Company as a globally significant nickel producer. Horizonte is developing a new nickel district in Brazil that will benefit from established infrastructure, including hydroelectric power available in the Carajás Mining District.

 

 

Horizonte Minerals Plc

Restated Unaudited Condensed Consolidated Interim Financial Statements for the six months ended 30 June 2022

 

Restated Condensed Consolidated Statement of Comprehensive Income

 

		6 months ended 30 June		3 months ended 30 June
		2022	2021 Restated (Note 2.1)	2022	2021 Restated (Note 2.1)
		Unaudited	Unaudited	Unaudited	Unaudited
	Notes	US$	US$	US$	US$
Administrative expenses		(6,663,625)	(3,671,481)	(4,282,638)	(2,539,528)
Change in fair value of special warrant liability		-	(1,633,787)	-	(1,215,924)
Change in fair value of derivatives	11	4,360,500	-	4,360,500	-
Gain/(loss) on foreign exchange		9,383,070	2,204,873	2,310,064	1,950,317
Profit/(Loss) before interest and tax		7,079,945	(3,100,395)	2,387,926	(1,805,135)
Net finance (costs)/income	5	(3,232,006)	(141,122)	(3,058,872)	(71,542)
Profit/(Loss) before taxation		3,847,939	(3,241,517)	(670,946)	(1,876,677)
Taxation		-	-	-	-
Profit/(Loss) for the year		3,847,939	(3,241,517)	(670,946)	(1,876,677)
Other comprehensive income Items that may be reclassified subsequently to profit or loss
Cash flow hedges - foreign forward contracts	13	(4,637,532)	-	(4,637,532)	-
Currency translation differences on translating foreign operations		(9,789,275)	2,069,601	(27,762,609)	7,501,174
Other comprehensive income for the period, net of tax		(14,426,807)	2,069,601	(32,400,141)	7,501,174
Total comprehensive income for the period		(10,578,868)	(1,171,916)	(33,071,087)	5,624,497
attributable to equity holders of the Company
Earnings per share attributable to the equity holders of the Group
Basic & Diluted earnings per share (pence per share)	16	2.023	(4.046)	(0.352)	(2.224)

Restated Condensed Consolidated Statement of Financial Position

 

		30 June 2022	31 December 2021 Restated (Note 2.1)
		Unaudited	Audited
	Notes	US$	US$
Assets
Non-current assets
Intangible assets	6	9,467,179	8,309,485
Property, plant & equipment	7	155,466,829	70,594,090
Right of use assets		748,751	380,482
		165,682,759	79,284,057
Current assets
Trade and other receivables		20,048,867	13,796,628
Derivative financial asset	10 b	9,540,000	4,950,000
Cash and cash equivalents		198,956,061	210,492,280
		228,544,928	229,238,908
Total assets		394,227,687	308,522,965
Equity and liabilities
Equity attributable to owners of the parent
Issued capital	8	52,293,464	52,215,236
Share premium	8	245,648,862	245,388,102
Other reserves		(37,699,531)	(23,272,724)
Accumulated losses		(41,031,969)	(45,077,646)
Total equity		219,210,826	229,252,968
Liabilities
Non-current liabilities
Contingent consideration	9	6,664,508	6,734,132
Royalty Finance	10 a	82,838,095	44,496,504
Deferred consideration	9	4,647,193	4,526,425
Convertible loan notes liability	11	57,141,661	-
Environmental rehabilitation provision	12	91,169	-
Lease liabilities		634,926	321,717
Derivative financial liabilities	13	579,158	-
Trade payables		705,780	608,976
		153,302,490	56,687,754
Current liabilities
Trade and other payables		16,580,990	21,574,365
Deferred consideration	9	950,000	949,113
Lease liabilities		125,007	58,765
Derivative financial liabilities	13	4,058,374	-
		21,714,371	22,582,243
Total liabilities		175,016,861	79,269,997
Total equity and liabilities		394,227,687	308,522,965

 

 

 

Restated Condensed Statement of Changes in Shareholders' Equity

 

	Attributable to the owners of the parent
	Share capital US$	Share premium US$	Accumulated losses US$	Other reserves US$	Total US$
As at 1 January 2021 Restated (Note 2.1)	20,666,053	65,355,677	(33,304,178)	(23,519,096)	29,198,456
Comprehensive income
Loss for the period	-	-	(3,241,517)	-	(3,241,517)
Other comprehensive income
Currency translation differences	-	-	-	2,069,601	2,069,601
Total comprehensive income	-	-	(3,241,517)	2,069,601	(1,171,916)
Transactions with owners
Issue of ordinary shares	2,281,637	14,830,639	-	-	17,112,276
Issue costs	-	(1,037,822)	-	-	(1,037,822)
Conversion of special warrants into shares	1,213,556	7,986,413	1,616,120	-	10,816,089
Issue costs	-	(819,935)	-	-	(819,935)
Total transactions with owners	3,495,193	20,959,295	1,616,120	-	26,070,608
As at 30 June 2021 Restated (Note 2.1) (unaudited)	24,161,246	86,314,972	(34,929,575)	(21,449,495)	54,097,148

 

 

	Attributable to the owners of the parent
	Share capital US$	Share premium US$	Accumulated losses US$	Other reserves US$	Total US$
As at 1 January 2022 Restated (Note 2.1)	52,215,236	245,388,102	(45,077,646)	(23,272,724)	229,252,968
Comprehensive income
Profit for the period	-	-	3,847,939	-	3,847,940
Other comprehensive income
Cash flow hedges - foreign forward contracts	-	-	-	(4,637,532)	(4,637,532)
Currency translation differences	-	-	-	(9,789,275)	(9,789,275)
Total comprehensive income	-	-	3,847,939	(14,426,807)	(10,578,868)
Transactions with owners
Issue of ordinary shares	78,228	260,760	197,738	-	536,726
Total transactions with owners	78,228	260,760	197,738	-	536,726
As at 30 June 2022 (unaudited)	52,293,464	245,648,862	(41,031,969)	(37,699,531)	219,210,826

 

Restated Condensed Consolidated Statement of Cash Flows

 

		6 months ended 30 June		3 months ended 30 June
		2022	2021 Restated (Note 2.1)	2022	2021 Restated (Note 2.1)
		Unaudited	Unaudited	Unaudited	Unaudited
		US$	US$	US$	US$
Cash flows from operating activities
Profit/(Loss) before taxation		3,847,939	(3,241,517)	(670,946)	(1,876,678)
Net finance costs/(income)	5	3,232,006	141,122	3,058,872	71,542
Fair value adjustments of derivative assets	11	(4,360,500)	-	(4,360,500)	-
Change in fair value of special warrant liability		-	1,633,787	-	1,215,924
Exchange differences		(9,383,070)	(2,204,873)	(2,310,064)	(1,950,317)
Operating loss before changes in working capital		(6,663,625)	(3,671,481)	(4,282,638)	(2,539,529)
Decrease/(increase) in trade and other receivables		(3,057,259)	(318,783)	(1,765,297)	(218,988)
(Decrease)/increase in trade and other payables		(11,840,857)	4,459,627	(2,287,037)	4,529,422
Net cash (outflow)/inflow from operating activities		(21,561,741)	469,363	(8,334,972)	1,770,905
Cash flows from investing activities
Purchase of intangible assets	6	(638,613)	(128,321)	(421,266)	(92,039)
Purchase of property, plant and equipment	7	(67,047,300)	(10,800,775)	(30,941,052)	(9,290,432)
Interest received	5	2,394,294	151,946	1,771,236	112,891
Net cash outflow from investing activities		(65,291,619)	(10,777,150)	(29,591,082)	(9,269,580)
Cash flows from financing activities
Net proceeds from issue of ordinary shares	8	536,726	16,074,454	536,726	-
Proceeds from issue of convertible loan notes	11	61,262,500	-	-	-
Issue costs	11	(2,347,041)	-	-	-
Proceeds from royalty finance arrangement	10a	25,000,000	-	-	-
Issue costs	10a	(847,939)	-	-	-
Net proceeds from issue of share warrants		-	8,448,140	-	-
Net cash inflow from financing activities		83,604,246	24,522,594	536,726	-
Net (decrease)/increase in cash and cash equivalents		(3,249,114)	14,214,807	(37,389,328)	(7,498,675)
Cash and cash equivalents at beginning of period		210,492,280	14,925,021	251,760,931	36,326,268
Exchange gain/(loss) on cash and cash equivalents		(8,287,105)	1,515,195	(15,415,542)	1,827,430
Cash and cash equivalents at end of the period		198,956,061	30,655,023	198,956,061	30,655,023

 

                                                                                                                                        

 

 

 

Restated 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 AIM 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 financial statements for the year ended 31 December 2021 were prepared in accordance with UK adopted International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRSs).

 

The condensed consolidated interim financial statements for the six month reporting period ended 30 June 2022 have been prepared in accordance with IAS 34 as issued by the IASB and the UK-adopted International Accounting Standard 34, 'Interim Financial Reporting'.

 

The interim report does not include all of the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2021, and any public announcements made by the Group during the interim reporting period.

 

The financial information for the year ended 31 December 2021 contained in these interim financial statements does not constitute the company's statutory accounts for that period. Statutory accounts for the year ended 31 December 2021 have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006. The auditor's report drew attention to a material uncertainty related to the Group's ability to continue as a going concern (refer to the going concern note below), however the auditor's opinion was not modified in respect of this matter.

 

2.1 Change in presentation currency

 

Horizonte Minerals Plc has decided to change its presentation currency from Pounds Sterling to US Dollars effective 1 January 2022.

 

The presentation currency has been revised as the financing package concluded by the Group to construct the Araguaia project is denominated in US Dollars and future revenues will also be in US Dollars. The board therefore believes that US Dollar financial reporting provides more relevant presentation of the group's financial position, funding and treasury functions, financial performance and its cash flows.

 

A change in presentation currency represents a change in an accounting policy in terms of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors requiring the restatement of comparative information. IAS 34 does not require additional retrospective disclosure of the statement of financial position. In accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates, the following methodology was followed in restating historical financial information from Pounds Sterling to US Dollar:

 

·    Assets and liabilities were translated at the relevant closing exchange rate at the end of the reporting period. Items of income and expenditure and cash flows were translated at average rates of exchange for the period;

·    The foreign currency translation reserve was reset to nil as at 1 January 2006, the date on which the group adopted IFRS. Share capital and premium and other reserves, as appropriate, were translated at the historic rates prevailing at the dates of underlying transactions; and

·    The effects of translating the group's financial results and financial position into US Dollar were recognised in the foreign currency translation reserve.

 

The exchange rates used were as follows:

 

GBP/USD	31 December 2021	30 June 2021
Closing rate	1.3477	1.3819
Average rate	1.3774	1.3912
USD/BRL
Closing rate	5.5710	5.0120
Average rate	5.3810	5.3585

 

2.2a Going concern  

The condensed consolidated interim financial statements have been prepared on a going concern basis. Although the Group's assets are not generating revenues, the Directors consider that the Group has sufficient funds to undertake its operating activities for a period of at least the next 12 months including any additional expenditure required in relation to its current development and exploration projects. The Group has cash reserves which are considered sufficient by the Directors to fund the Group's committed expenditure both operationally and on its exploration project for the foreseeable future.

 

The Group concluded a comprehensive funding package of US$633 million in December 2021. The net proceeds of the fundraising will be used towards the construction of the Araguaia project as well as for general working capital purposes. In addition the Group has also concluded a US$25million royalty on the Vermelho Project, the net proceeds from the sale of this royalty will be used to advance a feasibility study and permitting work streams on the Vermelho project. The equity fundraise (US$197million of the US$633 million) was finalised and funds received in December 2021. The debt elements of the funding package include Convertible Loan Notes (US$65 million), a Cost Overrun Facility (US$25 million) and a Senior Debt Facility (US$346.2 million).

 

Funds from the convertible loan notes and the royalty were received in March 2022. The first drawdown under the Senior Debt Facility is expected to occur in the fourth quarter of 2022 following the satisfaction of certain conditions precedent customary to a financing of this nature. As the senior debt is conditional, there is no guarantee that the conditions of this element of the debt package will be satisfied.

 

The funds held at the end of the period along with those to be raised post period end following the satisfaction of any conditions precedent for the successful draw down of the Senior Debt Facility, means the Group has cash reserves which are considered sufficient by the Directors to execute the construction of the Araguaia Project and fund its general working capital requirements for the foreseeable future. The drawdown of the Senior Debt Facility is conditional upon the expenditure of a certain level of equity amongst other conditions precedent, by which time the Group is expected to have made significant financial commitments. There exists a risk that the Senior Debt Facility is not able to be drawn due to unforeseen circumstances or noncompliance with any conditions precedent which may or may not be within the control of the Group. Should the Senior Debt not be drawn then the Group might require alternative sources of funding to meet its commitments.

 

These events are outside of the Group's control, and as such, a material uncertainty exists which may cast significant doubt about the Group's continued ability to operate as a going concern and its ability to realise its assets and discharge its liabilities in the normal course of business.

 

If additional projects are identified and the Vermelho project advances, additional funding may be required.

 

These factors indicate the existence of a material uncertainty which may cast significant doubt over the Group's ability to continue as a going concern and therefore they may be unable to realise its assets and discharge their liabilities in the normal course of business. The financial statements do not include any adjustments that would result if the Group were unable to continue as a going concern.

 

2.2b Assessment of the impact of COVID-19

 

During the period of these financial statements there has been an ongoing significant global pandemic which has had significant knock-on effects for the majority of the world's population, by way of the measure's governments are taking to tackle the issue. This represents a risk to the Group's operations by restricting travel, the potential to detriment the health and wellbeing of its employees, as well as the effects that this might have on the ability of the Group to finance and advance its operations in the timeframes envisaged. The Group has taken steps to try and ensure the safety of its employees and operate under the current circumstances and feels the outlook for its operations remains positive, however risk remain should the pandemic worsen or changes its impact on the Group.  The assessment of the possible impact on the going concern position of the Group is set out in the going concern note above. In addition, because of the long-term nature of the Group's nickel projects and their strong project economics management do not consider that COVID has given rise to any impairment indicators. The Group has not received any government assistance.

 

The uncertainty as to the future impact of the Covid-19 pandemic has been considered as part of the Group's adoption of the going concern basis.  In response to the easing of  Covid-19 restrictions, employees are working from the Group's offices in London and Brazil and will continue to adhere to government guidelines. International travel has resumed and site work for the two projects has been resumed.

 

To date, the Group has not been materially adversely affected by the COVID-19 pandemic. However, the ongoing nature and uncertainty of the pandemic in many countries including the measures and restrictions put in place (travel bans and quarantining in particular) continue to have the ability to impact the Group's business continuity, workforce, supply-chain, business development and, consequently, future revenues.

 

In addition, any infections occurring on the Group's premises could result in the Group's operations being suspended, which may have an adverse impact on the Group's operations as well as adverse implications on the Group's future cash flows, profitability and financial condition. Supply chain disruptions resulting from the COVID-19 pandemic and measures implemented by governmental authorities around the world to limit the transmission of the virus (such as travel bans and quarantining) may, in addition to the general level of economic uncertainty caused by the COVID-19 pandemic, also adversely impact the Group's operations, financial position and prospects.

 

As a result of considerations noted above, the Directors consider the impact of COVID-19 could delay the drawdown of the senior debt facility.

 

2.3 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 2021 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 . In addition to the key risks, the key financial risks are liquidity risk, foreign exchange risk, credit risk, price risk and interest rate risk.

 

2.4 Use of estimates and judgements

 

The preparation of condensed consolidated interim financial statements requires management to make estimates and judgements 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 2021 Annual Report and Financial Statements. The nature and amounts of such estimates and judgements have not changed significantly during the interim period.  Estimates and judgements relating to the Vermelho Royalty and the convertible loan notes are not covered in the Group's 2021 Annual Report and Financial Statements and are detailed below.

 

2.4a Accounting for the Vermelho Royalty Financing Arrangement

 

The Group has a $25m royalty funding arrangement which was secured in order to advance a feasibility study and permitting work streams on the Vermelho project. The royalty pays a fixed percentage of revenue to the holder for production on the nickel and cobalt tonnes produced from the Vermelho project over the life of mine. The treatment of this financing arrangement as a financial liability, calculated using the effective interest rate methodology is a key judgement that was made by the Company in prior years on the Araguaia Royalty and which was taken following obtaining independent expert advice. The carrying value of the financing liability is driven by the expected future

cashflows payable to the holder on the basis of the production profile of the mine property. It is also sensitive to assumptions regarding the royalty rate, which can vary based upon the start date for construction of the project and future nickel and cobalt prices. The contract includes certain embedded derivatives, including the Buy Back Option which has been separated and carried at fair value through profit and loss.

 

The future prices of nickel and cobalt and the date of commencement of commercial production are key estimates that are critical in the determination of the carrying value of the royalty liability.

 

The future expected nickel and cobalt prices and volatility of such prices are key estimates that are critical in the determination of the fair value of the Buy Back Option associated with the Royalty financing.

 

Further information relating to the accounting for this liability, the embedded derivative and the sensitivity of the carrying value to these estimates is provided in note 10b.1) and 10b.2).

 

2.4b Accounting for the Convertible Loan Notes

 

The Group issued $65m royalty funding arrangement which was secured to finance the construction of the Araguaia project. The convertible loan is a hybrid financial instrument, whereby a debt host liability component and an embedded derivative liability component was determined at initial recognition. The conversion option did not satisfy the fixed for fixed equity criterion (fixed number of shares and fixed amount of cash) as the currency of the convertible loan notes is US Dollar and the functional currency of Horizonte Minerals Plc and its share price is GBP.

 

For convertible notes with embedded derivative liabilities, the fair value of the embedded derivative liability is determined first and the residual amount is assigned to the debt host liability.

 

The future expected market share price of the Company and the volatility of the share price are the key estimates that are critical in the determination of the fair value of the embedded derivative and subsequently the debt host liability of the Convertible Loan Notes.

 

Further information relating to the accounting for this liability, the embedded derivative and the sensitivity of the carrying value to these estimates is provided in note 11.

 

3.  Significant accounting policies

 

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 audited Financial Statements for the year ended 31 December 2021 except for the new accounting policy applied for the convertible loan notes, hedge accounting and the environmental rehabilitation provision which is detailed below.

 

3.1 Capitalisation of borrowing costs

 

Borrowing costs are expensed except where they relate to the financing of construction or development of qualifying assets. Borrowing costs directly related to financing of qualifying assets in the course of construction are capitalised to the carrying value of the Araguaia mine development property. Where funds have been borrowed specifically to the finance the Project, the amount capitalised represents the actual borrowing costs incurred net of all interest income earned on the temporary re-investment of these borrowings prior to utilisation. Borrowing costs capitalised include:

 

·    Interest charge on the Araguaia royalty finance

·    Adjustments to the carrying value of the Araguaia royalty finance

·    Unwinding of discount on contingent consideration payable for Araguaia

·    Unwinding of discount on the convertible loan notes

·    Commitment fees payable on the senior debt facility

 

All other borrowing costs are recognized as part of interest expense in the year which they are incurred.

 

 

 

3.2 Derivative financial instruments

 

Derivatives are initially measured at fair value, and changes therein are recognised in profit or loss, except when hedge accounting is adopted and changes in fair value are recognised in equity. All directly  attributable transaction costs are recognised in profit or loss as incurred.

 

3.3 Convertible loan notes

 

The convertible loan issued by the Group is a hybrid financial instrument, whereby a debt host liability component and an embedded derivative liability component was determined at initial recognition. The conversion option did not satisfy the fixed for fixed equity criterion (fixed number of shares and fixed amount of cash) as the currency of the convertible loan notes is US Dollar and the functional currency of Horizonte Minerals Plc and its share price is GBP. Conversion features that are derivative liabilities are accounted for separately from the host instrument. The embedded derivative is accounted for as a financial instrument through profit or loss and is initially measured at fair value, and changes therein are recognised in profit or loss. The debt host liability is accounted for at amortised cost. In the case of a hybrid financial instrument, IFRS 9 requires that the fair value of the embedded derivative is calculated first and the residual value (residual proceeds) is assigned to the host financial liability.

 

Transaction costs are apportioned to the debt host liability and the embedded derivative in proportion to the allocation proceeds. The portion attributed to the conversion feature is expensed immediately, because transaction costs are expensed immediately for all financial instruments measured at fair value through profit or loss. The portion of transaction costs that are attributed to the loan (measured at amortised cost), are subtracted from the carrying amount of the financial liability and amortised as part of the effective interest rate.

 

3.3 Hedge accounting

 

The Group has elected to adopt the hedge accounting requirements of IFRS 9 Financial Instruments, in respect of its foreign exchange hedging strategy. The Group enters into hedge relationships where the critical terms of the hedging instrument and the hedged item match, therefore, for the prospective assessment of effectiveness a qualitative assessment is performed. Hedge effectiveness is determined at the origination of the hedging relationship. Quantitative effectiveness tests are performed at each period end to determine the continuing effectiveness of the relationship. In instances where changes occur to the hedged item which result in the critical terms no longer matching, the hypothetical derivative method is used to assess effectiveness.

 

Foreign exchange risk arises when the Group enters into transactions denominated in a currency other than their functional currency. Where the risk to the Group is considered to be significant, the Group will enter into a matching non-deliverable forward foreign exchange contracts with a reputable bank.

 

The hedged forecast transactions denominated in foreign currency are expected to occur between 14 May 2022 ad 31 March 2025. Gains and losses recognised in the hedging reserve in equity on non-deliverable forward foreign exchange contracts are recognised in the consolidated statement of comprehensive income in the period during which the hedged forecast transaction affects the consolidated statement of comprehensive income,   unless the gain or loss is included in the initial carrying value of non-current assets through a basis adjustment (immediate transfer from cash flow hedging reserve to cost of asset) in which case recognition is over the lifetime of the asset as it is depreciated. The ineffective portion of the cash flow hedge is recognised immediately in the profit or loss.

 

3.4 Foreign currency translation

 

(a) Functional and presentation currency

 

Items included in the Financial Statements of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The functional currency of the UK and Isle of Man entities is Pounds Sterling and the functional currency of the Brazilian entities is Brazilian Real. The functional currency of the project financing subsidiary incorporated in the Netherlands is US Dollars. The Consolidated Financial Statements as at 31 December 2021 were presented in Pounds Sterling, rounded to the nearest pound, which is the Company's functional and Group's presentation currency. As disclosed in note 2 Basis of Preparation, for the financial year commencing 1 January 2022 and future financial years the Group's presentation currency will be US Dollars, rounded to the nearest dollar.

 

(b) Transactions and balances

 

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 

(c) Group companies

 

The results and financial position of all the Group's entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

1.    assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

2.    each component of profit or loss is translated at average exchange rates during the accounting period (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

3.    all resulting exchange differences are recognised in other comprehensive income.

 

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in profit or loss as part of the gain or loss on sale.

 

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and retranslated at the end of each reporting period.

 

The major exchange rates used for the revaluation of the statement of financial position at 30 June 2022 were £1:US$1.21 (31 December 2021: £1:US$1.35), Brazilian Real (R$):US$0.19 (31 December 2021: R$:US$0.18).

 

Foreign currency translation reserve includes movements that relate to the retranslation of the subsidiaries whose functional currencies are not US Dollars.

 

During the first quarter of 2022, the Brazilian Real strengthened by approximately 15% from R$5.57 to R$4.74 against the US Dollar since 31 December 2021 (31 March 2021: weakened approximately by 10% from R$5.20 at 31 December 2020 to R$5.70). During the second quarter of 2022, the Brazilian Real depreciated by approximately 11% from R$4.74 to R$5.24 against the US Dollar since 31 March 2022 (30 June 2021: strengthened approximately by 12% from R5.57 at 31 March 2021 to R$5.01). Currency translation differences for the six month period of $7.6 million loss (2021:$2 million gain) included in the consolidated statement of comprehensive income arose on the translation of property plant and equipment, intangible assets and cash and cash equivalents denominated in Brazilian Real and Pounds Sterling.

 

The foreign exchange gain for the six month period of $9million included in the statement of comprehensive income relates to the translation differences of foreign currency cash and cash equivalents balances and intercompany balances denominated in currencies other than the functional currency of the entity.

 

3.5 Environmental rehabilitation provision

The Group has recognised provisions for liabilities of uncertain timing or amount including the environmental rehabilitation provision. The provision is measured at the best estimate of the expenditure required to settle the obligation at the period end date, discounted at a pre-tax rate reflecting current market assessments of the time value of money and risks specific to the liability.

 

3.6 Impact of accounting standards to be applied in future periods

 

There are a number of standards and interpretations which have been issued by the International Accounting Standards Board that are effective for periods beginning subsequent to 31 December 2022 that the Group has decided not to adopt early. The Group does not believe these standards and interpretations will have a material impact on the financial statements once adopted.

 

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 separate subsidiary responsible for the project finance for the Araguaia Project is domiciled in the Netherlands. The operations of this entity are reported separately and so it is recognised as a new segment. The reports used by the chief operating decision-maker are based on these geographical segments.

 

2022	UK	Brazil	Netherlands	Total
	6 months ended 30 June 2022 US$	6 months ended 30 June 2022 US$	6 months ended 30 June 2022 US$	6 months ended 30 June 2022 US$
Administrative expenses	(5,280,470)	(1,289,055)	(94,100)	(6,663,625)
Change in fair value of derivative	4,360,500	-	-	4,360,500
Profit/(Loss) on foreign exchange	8,073,404	335,535	974,131	9,383,070
Profit/(Loss) before interest and tax per reportable segment	7,153,434	(953,520)	880,031	7,079,945
Net finance costs	148,397	(267,327)	(3,113,076)	(3,232,006)
Profit/(Loss) before taxation	7,301,831	(1,220,847)	(2,233,045)	3,847,939
Depreciation charges	-	22,177	-	22,177
Additions to non-current assets	-	72,170,745	-	72,170,745
Capitalisation of borrowing costs	-	8,420,216	-	8,420,216
Foreign exchange movements to non-current assets	-	5,383,194	-	5,383,194
Reportable segment assets	156,455,460	227,079,864	10,692,363	394,227,687
Reportable segment liabilities	70,952,744	21,219,421	82,844,696	175,016,861
2021	UK	Brazil	Netherlands	Total
	6 months ended 30 June 2021 US$	6 months ended 30 June 2021 US$	6 months ended 30 June 2021 US$	6 months ended 30 June 2021 US$
Administrative expenses	(3,311,557)	(309,927)	(49,996)	(3,671,480)
Change in fair value of special warrant liability	(1,633,787)	-	-	(1,633,787)
Profit/(Loss) on foreign exchange	408,197	-	1,796,676	2,204,873
Loss before interest and tax per reportable segment	(4,537,147)	(309,927)	1,746,680	(3,100,394)
Net finance costs	(141,122)	-	-	(141,122)
Loss before taxation	(4,678,269)	(309,927)	1,746,680	(3,241,516)
Depreciation charges	-	8,291	-	8,291
Additions to non-current assets	-	10,785,282	-	10,785,282
Capitalisation of borrowing costs	-	4,371,682	-	4,371,682
Foreign exchange movements to non-current assets	-	2,144,099	-	2,144,099
Reportable segment assets	15,961,943	83,646,122	2,642,550	102,250,615
Reportable segment liabilities	10,088,698	3,518,742	34,546,025	48,153,465

 

2022	UK	Brazil	Netherlands	Total
	3 months ended 30 June 2022 US$	3 months ended 30 June 2022 US$	3 months ended 30 June 2022 US$	3 months ended 30 June 2022 US$
Administrative expenses	(3,590,094)	(619,108)	(73,436)	(4,282,638)
Change in fair value of derivative	4,360,500	-	-	4,360,500
Profit/(Loss) on foreign exchange	5,430,088	(587,605)	(2,532,419)	2,310,064
Profit/(Loss) before interest and tax per reportable segment	6,200,494	(1,206,713)	(2,605,855)	2,387,926
Net finance costs	236,773	(182,569)	(3,113,076)	(3,058,872)
Profit/(Loss) before taxation	6,437,267	(1,389,282)	(5,718,931)	(670,946)
Depreciation charges	-	11,518	-	11,518
Additions to non-current assets	-	35,847,149	-	35,847,149
Capitalisation of borrowing costs	-	5,096,034	-	5,096,034
Foreign exchange movements to non-current assets	-	(9,325,000)	-	(9,325,000)
2021	UK	Brazil	Netherlands	Total
	3 months ended 30 June 2021 US$	3 months ended 30 June 2021 US$	3 months ended 30 June 2021 US$	3 months ended 30 June 2021 US$
Administrative expenses	(2,355,680)	(135,044)	(48,804)	(2,539,528)
Change in fair value of special warrant liability	(1,215,925)	-	-	(1,215,925)
Profit/(Loss) on foreign exchange	227,715	-	1,722,602	1,950,317
Loss before interest and tax per reportable segment	(3,343,890)	(135,044)	1,673,798	(1,805,136)
Net finance costs	(71,542)	-	-	(71,542)
Loss before taxation	(3,415,432)	(135,044)	1,673,798	(1,876,678)
Depreciation charges	-	4,323	-	4,323
Additions to non-current assets	-	9,238,658	-	9,238,658
Capitalisation of borrowing costs	-	2,376,970	-	2,376,970
Foreign exchange movements to non-current assets	-	6,793,277	-	6,793,277

 

5 Finance income and costs

 

	6 months ended 30 June 2022	6 months ended 30 June 2021	3 months ended 30 June 2022	3 months ended 30 June 2021
	US$	US$	US$	US$
Finance income
- Interest income on cash and short-term deposits	2,394,294	151,946	1,771,238	112,892
Finance costs
- Interest on land purchases	(247,537)	-	(213,801)	-
- Interest on lease liability	(24,465)	-	(24,465)	-
- Commitment fees on senior debt	(2,266,502)	-	(2,266,502)	-
- Other	(3,846)	-	(3,846)	-
- Contingent and deferred consideration: unwinding of discount	(457,554)	(275,765)	(268,667)	(139,801)
- Contingent and deferred consideration: Fair value adjustment	106,126	-	74,450	-
- Contingent and deferred consideration: change in estimate	299,399	-	299,399	-
- Convertible loan note: unwinding of discount	(1,852,606)	-	(1,812,565)	-
- Amortisation of Royalty Finance	(3,868,158)	(2,216,896)	(2,604,533)	(1,134,134)
- Royalty finance carrying value adjustment	(5,731,373)	(2,172,089)	(3,105,614)	(1,287,469)
Total finance costs pre-capitalisation	(11,652,222)	(4,512,804)	(8,154,906)	(2,448,512)
Finance costs capitalised to the Araguaia mine development project	8,420,216	4,371,682	5,096,034	2,376,970
Net finance costs	(3,232,006)	(141,122)	(3,058,872)	(71,542)

 

6 Intangible assets

 

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

 

 

			Exploration and
	Goodwill	Exploration licences	evaluation costs	Software	Total
	US$	US$	US$	US$	US$
Cost
At 1 January 2021	215,979	6,831,692	1,442,670	-	8,490,341
Additions	-	103,461	209,246	92,515	405,222
Amortisation for the year	-	-	-	(2,509)	(2,509)
Exchange rate movements	(14,844)	(480,024)	(88,701)	-	(583,569)
Net book amount at 31 December 2021	201,135	6,455,129	1,563,215	90,006	8,309,485
Additions	-	109,310	436,036	93,267	638,613
Amortisation for the year	-	-	-	(11,397)	(11,397)
Exchange rate movements	12,841	442,020	69,872	5,745	530,478
Net book amount at 30 June 2022	213,976	7,006,459	2,069,123	177,621	9,467,179

 

Impairment assessments for exploration and evaluation assets are carried out either on a project-by-project basis or by geographical area.

 

7 Property, plant and equipment

 

	Mine Development Property	Vehicles and other field equipment	Office equipment	Land acquisition	Total
	US$	US$	US$	US$	US$
Cost
At 1 January 2021	41,909,101	105,074	78,287	119,090	42,211,552
Additions	13,328,811	759,475	69,980	10,199,425	24,357,691
Transfers	-	648	(648)	-	-
Disposals	-	-	(1,385)	-	(1,385)
Capitalised interest	7,073,241	-	-	-	7,073,241
Exchange rate movements	(2,893,576)	(7,206)	(5,368)	(8,185)	(2,914,335)
At 31 December 2021	59,417,577	857,991	140,866	10,310,330	70,726,764
Additions	68,837,107	-	133,372	2,561,653	71,532,132
Environmental rehabilitation additions	91,169	-	-	-	91,169
Transfers	776,565	(807,961)	31,396	-	-
Capitalised interest	8,420,216	-	-	-	8,420,216
Disposals	-	-	(1,437)	-	(1,437)
Exchange rate movements	4,139,202	54,776	8,993	658,214	4,861,185
At 30 June 2022	141,681,836	104,806	313,190	13,530,197	155,630,029
Accumulated depreciation
At 1 January 2021	-	78,036	42,719	-	120,755
Charge for the year	-	7,526	12,840	-	20,366
Transfer	-	222	(222)	-	-
Disposals	-	-	(168)	-	(168)
Exchange rate movements	-	(5,350)	(2,929)	-	(8,279)
At 31 December 2021	-	80,434	52,240	-	132,674
Charge for the period	-	3,938	18,239	-	22,177
Disposals	-	-	(120)	-	(120)
Exchange rate movements	-	5,134	3,335	-	8,469
At 30 June 2022	-	89,506	73,694	-	163,200
				-
Net book amount as at 30 June 2022	141,681,836	15,300	239,496	13,530,197	155,466,829
Net book amount as at 31 December 2021	59,417,577	777,557	88,626	10,310,330	70,594,090

 

In December 2018, a Canadian NI 43-101 compliant Feasibility Study ("FS') was published by the Company regarding the enlarged Araguaia Project which included the Vale dos Sonhos deposit acquired from Glencore.

 

The financial results and conclusions of the FS clearly indicate the economic viability of the Araguaia Project with an NPV of $401M using a nickel price of $14,000/t Ni. Nothing material had changed with the economics of the FS between the publication date and the date of this report and the Directors undertook an assessment of impairment for the 2021 audited financial statements through evaluating the results of the FS along with recent market information relating to capital markets and nickel prices and judged that there are no impairment indicators with regards to the Araguaia Project. Since then, no impairment indicators have been identified.

 

8 Share Capital and Share Premium

 

On 11 April 2022 the Group issued 6,000,000 new ordinary shares (after share consolidation 300,000 shares) at a price of 4.33 pence per share in relation to the exercise of options by an employee of the Company.

 

On 31 May 2022 the Group completed a share consolidation on the basis of 1 new share for every 20 existing shares. As a result of the share consolidation, the Company's issued share capital consists of 190,418,279 ordinary shares of £0.20 each.

 

Issued and fully paid	Number of shares (before share consolidation)	Number of shares (after share consolidation)	Ordinary shares US$	Share premium US$	Total US$
At 1 January 2022 Restated	3,802,365,590	190,118,279	52,215,236	245,388,102	297,603,338
Issue of equity	6,000,000	300,000	78,228	260,760	338,988
At 30 June 2022	3,808,365,590	190,418,279	52,293,464	245,648,862	297,942,326

 

The share premium as at 1 January 2022 was restated by US$2,549,459 due to issue costs relating to the December equity raise that was invoiced after the year end date.

 

9 Contingent and Deferred Consideration

 

Contingent Consideration payable to Xstrata Brasil Mineração Ltda.

The contingent consideration payable to Xstrata Brasil Mineração Ltda for the acquisition of the Araguaia project has a carrying value of $2,387,382 at 30 June 2022 (31 December 2021: $2,308,612). It comprises US$5,000,000 consideration in cash as at the date of first commercial production from the 'Vale dos Sonhos' resource areas within the Enlarged Project area. The key assumptions underlying the treatment of the contingent consideration the US$5,000,000  and a discount factor of 7.0% along with the estimated date of first commercial production. 

During 2020 the Araguaia project entered the development phase and as a result borrowing costs including unwinding of discount on contingent consideration for qualifying assets have been capitalised to the mine development asset. The borrowing costs capitalised for the six months to 30 June 2022 is $78,771 (30 June 2021: $134,642). 

 

Contingent Consideration payable to Vale Metais Basicos S.A.

 

The contingent consideration payable to Vale Metais Basicos S.A. for the acquisition of the Vermelho project has a carrying value of $4,277,125 at 30 June 2022 (31 December 2021: $4,425,522). 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 of US$6,000,000 is a discount factor of 7.0% along with the estimated date of first commercial production.

 

As at 30 June 2022, there was a net finance income of $148,396 (30 June 2021: $141,122) 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 net finance income includes a change in estimate due to the change in the estimated date of first commercial production from 30 June 2026 to 30 June 2027. The finance costs in respect of this contingent consideration are expensed as the Vermelho project has not entered the construction phase.

 

Deferred Consideration payable to Companhia Brasileira de Alumínio

 

The deferred consideration payable to Companhia Brasileira de Aluminio has a carrying value of $5,597,194 at 30 June 2022 (31 December 2021: $5,475,538). It comprises US$7,000,000 consideration in cash for ferronickel processing equipment which payable on the completion of certain milestones in the Araguaia project and was recognised for the first time in December 2021. The milestones are as follows:

a)    US$600,000 payable on execution of the Agreement, this was paid on 9 December 2021;

b)    US$950,000 upon the removal of 80% of the Processing Equipment from CBA's Niquelândia operations;

c)    US$950,000 upon reaching 50% completion of Araguaia plant construction;

d)    d) US$1,150,000 upon production at Araguaia reaching 90% of nameplate capacity for a period of 60 days, on average, and with up to 50% of such amount payable in Horizonte shares, at Horizonte's election; and

e)    e) US$3,350,000 payable by Horizonte in three equal annual instalments with the first instalment due within 45 days of the first sale of ferronickel to a third party. Horizonte may choose to pay the outstanding balance of this amount at any time of its choosing with up to 50% of the total able to be paid in Horizonte's shares, at Horizonte's election.

 

The key assumptions underlying the treatment of the deferred consideration is a discount factor of 7.0% and the estimated timing of the milestones as outlined previously. 

As at 30 June 2022, there was a finance expense of $121,655 (30 June 2021: $nil) recognised in finance costs within the Statement of Comprehensive Income in respect of this deferred consideration arrangement, as the discount applied to the deferred consideration at the date of acquisition was unwound.

 

 

 

 

		Companhia Brasileira de Aluminio (in respect of Araguaia project)	Xstrata Brasil Mineração Ltda (in respect of Araguaia project)	Vale Metais Basicos S.A. (in respect of Vermelho project)	Total
		US$	US$	US$	US$
At 1 January 2021
Initial recognition		5,450,087	3,946,090	4,136,002	13,532,179
Unwinding of discount		19,256	276,226	289,520	585,002
Change in estimate		-	(1,913,705)	-	(1,913,705)
Change in carrying value and foreign exchange		6,195	-	(1)	6,194
At 31 December 2021		5,475,538	2,308,611	4,425,521	12,209,670
Unwinding of discount		153,333	78,771	225,451	457,555
Change in estimate		-	-	(299,399)	(299,399)
Change in carrying value and foreign exchange		(31,678)	-	(74,447)	(106,125)
At 30 June 2022		5,597,193	2,387,382	4,277,126	12,261,701

 

10 a) Royalty Financing liability

 

10 a.1) Araguaia royalty financing liability

 

On 29 August 2019 the Group entered into a royalty funding arrangement with Orion Mine Finance ("OMF") securing a gross upfront payment of $25,000,000 before fees in exchange for a royalty, the rate being in a range from 2.25% to 3.00% and determined by the date of funding and commencement of major construction. The rate has been confirmed to be 2.95%. The royalty is paid over the first 426k tonnes of nickel produced from the Araguaia Ferronickel project. The royalty is linked to production and therefore does not become payable until the project is constructed and commences commercial production, more detail is contained within the audited financial statements for the year ended 31 December 2021.

 

The Royalty liability has initially been recognised using the amortised cost basis with an effective interest rate of 14.5%. When circumstances arise that lead to payments due under the agreement being revised, the group adjusts the carrying amount of the financial liability to reflect the revised estimated cash flows. This is achieved by recalculating the present value of estimated cash flows using the original effective interest rate of 14.5%. Any adjustment to the carrying value is recognised in the income statement.

 

The carrying value of the royalty reflects assumptions on expected long term nickel price, update headline royalty rate as well as the timing of payments related to expected date of commencement of production and hence payment to be made under the royalty agreement. The assumption influencing the increase in the carrying value of the royalty since year end is the long term nickel price which has increased from $16,945 t/Ni to $18,124 t/Ni. The royalty rate is 2.95%.

 

Management have sensitised the carrying value of the royalty liability for a $1,000/t Ni increase/decrease in future nickel price the carrying value would change by $2,904,688.

 

10 a.2) Vermelho royalty financing liability

 

On 23 November 2021 the Group entered into a royalty funding arrangement with Orion Mine Finance ("OMF") securing a gross upfront payment of $25,000,000 before fees in exchange for a royalty, at a rate of 2.1%. The royalty rate will increase to 2.25% if substantial construction of the Vermelho Project has not commenced within 5 years of the closing date, 30 March 2022.  The royalty will be paid over the life of mine of Vermelho. The Royalty agreement has certain provisions to revise the headline royalty rate should there be change in the mine schedule and production profile prior to construction or if the resource covered in the Vermelho Feasibility Study is depleted. The royalty is linked to production and therefore does not become payable until the project is constructed and commences commercial production. The agreement contains certain embedded derivatives which as per IFRS9 have been separately valued and included in the fair value of the financial instrument in note 10 b). The royalty funds were received on 30 March 2022.

 

The Royalty liability has initially been recognised using the amortised cost basis with an effective interest rate of 19.34%. When circumstances arise that lead to payments due under the agreement being revised, the group adjusts the carrying amount of the financial liability to reflect the revised estimated cash flows. This is achieved by recalculating the present value of estimated cash flows using the original effective interest rate of 19.34%. Any adjustment to the carrying value is recognised in the income statement.

 

The carrying value of the royalty reflects assumptions on expected long term nickel and cobalt prices, headline royalty rate as well as the timing of payments related to expected date of commencement of production and hence payment to be made under the royalty agreement. The assumption influencing the initial valuation of the carrying value of the Vermelho royalty is the long term nickel price of $17,756 t/Ni (as at the initial commitment date 23 November 2021), the long term cobalt price of $53,355t/Co (as at the initial commitment date 23 November 2021),  and the royalty rate of 2.1%. The assumptions influencing the valuation at the period end date is the long term nickel price of $18,124 t/Ni, the long term cobalt price of $55,426t/Co. The royalty rate has remained at 2.1%.

 

Management have sensitised the carrying value of the royalty liability by a change in the royalty rate to 2.25% and it would be $2,275,367 higher/lower and for a $1,000/t Ni increase/decrease in future nickel price and future cobalt price the carrying value would change by $1,590,727.

 

		Araguaia Royalty valuation	Vermelho Royalty valuation	Total
		US$	US$	US$
Net book amount at 1 January 2021		30,131,755	-	30,131,755
Unwinding of discount		4,637,057	-	4,637,057
Change in carrying value		9,727,692	-	9,727,692
Effects of foreign exchange		-	-	-
Net book amount at 31 December 2021		44,496,504	-	44,496,504
Initial recognition		-	25,000,000	25,000,000
Embedded derivative - initial valuation		-	4,590,000	4,590,000
Transaction costs		-	(847,939)	(847,939)
Unwinding of discount		2,558,060	1,310,098	3,868,158
Change in carrying value		3,928,395	1,802,977	5,731,372
Effects of foreign exchange		-	-	-
Net book amount at 30 June 2022		50,982,959	31,855,136	82,838,095

 

 

 

 

10 b) Derivative financial assets

10 b.1) Araguaia derivative financial assets

 

The aforementioned Araguaia royalty agreement includes several options embedded within the agreement as follows:

·    If there is a change of control of the Group and the start of major construction works (as defined by the expenditure of in excess of $30m above the expenditure envisaged by the royalty funding) is delayed beyond a certain pre agreed timeframe the following options exist:

o  Call Option - which grants Horizonte the option to buy back between 50 - 100% of the royalty at a valuation that meets certain minimum economic returns for OMF;

o  Make Whole Option - which grants Horizonte the option to make payment as if the project had started commercial production and the royalty payment were due; and

o  Put Option - should Horizonte not elect for either of the above options, this put option grants OMF the right to sell between 50 - 100% of the Royalty back to Horizonte at a valuation that meets certain minimum economic returns for OMF.

·    Buy Back Option - At any time from the date of commercial production, provided that neither the Call Option, Make Whole Option or the Put Option have been actioned, Horizonte has the right to buy back up to 50% of the Royalty at a valuation that meets certain minimum economic returns for OMF.

The directors have undertaken a review of the fair value of all of the embedded derivatives and are of the opinion that the Call Option, Make Whole Option and Put Option currently have immaterial values as the probability of both a change of control and project delay are currently considered to be remote. There is considered to be a higher probability that the Group could in the future exercise the Buy Back Option and therefore has undertaken a fair value exercise on this option.

The initial recognition of the Buy Back Option has been recognised as an asset on the balance sheet with any changes to the fair value of the derivative recognised in the income statement. It has been fair valued using a Monte Carlo simulation which runs a high number of scenarios in order to derive an estimated valuation. The Monte Carlo simulation was performed at the 31 December 2021 year end. The Monte Carlo simulation is performed annually at the year-end date. The assumptions driving the buy-back option valuation were assessed as at 30 June 2022 and it was concluded that the change in the valuation would not be material.

The assumptions for the valuation of the Buy Back Option (per the Monte Carlo simulation) are the future nickel price ($16,941/t Ni), the start date of commercial production (May 2023), the prevailing royalty rate (2.95%), the inflation rate (1.76%) and volatility of nickel prices (22.1%).

Sensitivity analysis

The valuation of the Buyback option is most sensitive to estimates for nickel price and nickel price volatility.

An increase in the estimated future nickel price by $1,000 would give rise to a $1,338,000 increase in the value of the option.

The nickel price volatilities based on both 5- and 10-year historic prices are in close proximity and this is the period in which management consider that the option would be exercised. Therefore, management have concluded that currently no reasonably possible alternative assumption for this estimate would give rise to a material impact on the valuation.        

10 b.2) Vermelho derivative financial assets

 

Horizonte has the right to buy back 50% of the royalty on the first four anniversaries of closing (or on any direct or indirect change of control in respect of Vermelho up until the fourth anniversary of closing).

After the 4th anniversary, Horizonte has the right to buy back 50% of the royalty on any direct or indirect change of control in respect of Vermelho at a valuation that meets certain minimum economic returns for OMF.

The initial recognition of the Buy Back Option has been recognised as an asset on the balance sheet with any changes to the fair value of the derivative recognised in the income statement. It has been fair valued using a Monte Carlo simulation which runs a high number of scenarios in order to derive an estimated valuation. The Monte Carlo simulation was performed at the agreement date of 23 November 2021

The assumptions for the valuation of the Buy Back Option (per the Monte Carlo simulation) are the future nickel price ($16,602/t Ni), the future cobalt price ($45,387/t Co), the production profile from 2027 to 2065 , the expected royalty rate (2.1%), the inflation rate (1.76%), volatility of nickel prices (22.1%) and volatility of cobalt prices (28.0%).

Sensitivity analysis

The valuation of the Buyback option is sensitive to estimates for nickel and cobalt prices and their respective volatilities, the change in royalty rate and the production profile.

An increase in the volatility of the nickel (28%) and cobalt (35%) would give rise to a US$270,000 increase in the value of the option. An increase in the royalty rate to 2.25% (assuming the original volatilities 22%Ni, 28%Co) would increase the option valuation by US$830,000.

If the production profile decreased by 20% (assuming the original volatilities) the option valuation would decrease by $1.9million.

The nickel and cobalt price volatilities based on both 5- and 10-year historic prices are in close proximity and this is the period in which management consider that the option would be exercised. Therefore, management have concluded that currently no reasonably possible alternative assumption for this estimate would give rise to a material impact on the valuation.        

 

		Araguaia Royalty	Vermelho Royalty	Total
		US$	US$	US$
Value as at 1 January 2021		2,400,000	-	2,400,000
Change in fair value		2,550,000	-	2,550,000
Value as at 31 December 2021		4,950,000	-	4,950,000
Initial recognition		-	4,590,000	4,590,000
Value as at 30 June 2022		4,950,000	4,590,000	9,540,000

 

 

 

11 Convertible loan notes liability

 

On 29 March 2022 the Company issued convertible loan notes  to the value of $65 million at an interest rate of 11.75% with interest accruing quarterly in arrears. The convertible loan notes were issued at a discount of 5.75%. The maturity date of the instruments is 15 October 2032.

The convertible loan notes are unsecured and the noteholders will be repaid as follows:

·    Interest shall be capitalised until the Araguaia Project Completion date, estimated to be 31 December 2025 (subject to various technical operating tests being passed)

·    After Project Completion Date, interest shall be paid quarterly only if there is available cash (after the company meets its senior debt and other senior obligations)

·    After Project Completion Date, principal repayments (including accrued capitalized interest) shall be paid quarterly subject to available cash for distribution. In addition a cash sweep of 85% of excess cash will apply on each interest payment date

·    Any amount outstanding on the CLN on the maturity date 15 October 2032, Horizonte is obliged to settle in full on the maturity date.

 

At any time until the Maturity Date, the Noteholder may, at its option, convert the notes, partially or wholly, into an amount of ordinary shares up to the total amount outstanding under the Convertible Note divided by the Conversion Price. The Conversion Price is 125% of the Subscription Price of 0.07 pence (after share consolidation 1.40 pence converted to US$ at a rate of 1.3493). The Conversion Price is therefore $1.89.

 

The convertible loan is a hybrid financial instrument, whereby a debt host liability component and an embedded derivative liability component was determined at initial recognition. The conversion option did not satisfy the fixed for fixed equity criterion (fixed number of shares and fixed amount of cash) as the currency of the convertible loan notes is US Dollar and the functional currency of Horizonte Minerals Plc and its share price is GBP.

 

For convertible notes with embedded derivative liabilities, the fair value of the embedded derivative liability is determined first and the residual amount is assigned to the debt host liability.

The initial recognition of the embedded derivative conversion feature has been recognised as a liability on the balance sheet with any changes to the fair value of the derivative recognised in the income statement. It has been fair valued using a Monte Carlo simulation which runs a high number of scenarios in order to derive an estimated valuation. The Monte Carlo simulation was performed at the transaction date 29 March 2022 and the period end date 30 June 2022.

The assumptions for the valuation of the conversion feature (per the Monte Carlo simulation) are the Horizonte Minerals Plc future share price volatility (60%), GBP:USD exchange rate volatility (9%) on the conversion price, risk-free rates (2.41% at 29 March and 2.98% at 30 June).

 

At 29 March 2022 the fair value of the conversion feature was calculated (per the Monte Carlo simulation) as US$19,161,400. The proceeds received was US$ 61,262,500 and thus the residual allocated to the debt host liability was US$42,101,100.

 

The debt host liability will be accounted for using the amortised cost basis with an effective interest rate of 19%. The effective interest rate is recalculated after adjusting for the transaction costs. The Group will recognise the unwinding of the discount at the effective interest rate, until the maturity date, the carrying amount at the maturity date will equal the cash payment required to be made.

 

The directly  attributable transaction costs amounted to US$2,347,041 which was allocated proportionately to the embedded derivative (US$734,096) and the convertible loan notes liability (US$ 1,612,945). The embedded derivative transaction costs were recognised in profit and loss, whereas the convertible loan liability transaction costs were deducted from the financial liability carrying amount.

 

After the fifth anniversary of the closing date, Horizonte shall have a one-time right to redeem the Convertible Notes, in whole, at 105% of the par value plus accrued and unpaid interest in cash if:

 

1.    The thirty-business day VWAP of Horizonte shares exceeds 200% of the Conversion Price and the average daily liquidity of the Company's shares (across all relevant exchanges) exceeds US$2.5 million per trading day over the prior 30 trading days; or

2.    There is a change of control.

 

Management have assessed the likelihood of the above events occurring is highly improbable and thus the value of the redemption right is immaterial and was thus not considered in the valuation of the instrument.

Sensitivity analysis - Conversion feature derivative

The valuation of the conversion feature derivative is sensitive to the Horizonte Minerals Plc future share price volatility (60%). If the share price volatility increased to 80% the option valuation would increase by $3.5million. If the volatility decreased to 40% the option valuation would decrease by $1.9million.

 

 

		Embedded derivative	Convertible loan notes liability	Total
		US$	US$	US$
Initial recognition (after discount on issue)		19,161,400	42,101,100	61,262,500
Transaction costs		-	(1,612,945)	(1,612,945)
Unwinding of discount		-	1,852,606	1,852,606
Change in fair value		(4,360,500)	-	(4,360,500)
Value as at 30 June 2022		14,800,900	42,340,761	57,141,661

 

12 Environmental rehabilitation provision

 

Environmental rehabilitation provision relates to the estimated cost of returning the Araguaia Project mining property to its original state at the end of the life of mine in accordance with the Brazilian legislation. The cost is recognised as part of the Mine Development Asset and will be depreciated over the life of the mine. The main uncertainty relates to estimating the cost that will be incurred at the end of the life of mine.

 

		Total
		US$
Additions		91,169
Value as at 30 June 2022		91,169

 

 

 

 

13 Derivative financial liability

 

Cash flow forward foreign exchange contracts

 

 

 

 

				Total
				US$
Derivatives designated as hedging instruments
Non-deliverable forward contracts				4,637,532
Value as at 30 June 2022				4,637,532
Current and non-current
Current				4,058,374
Non-current				579,158
				4,637,532

 

In January 2022 the Group's Board approved the budget for the development of the Araguaia Ferronickel Project (Project). With the funding base being primarily US Dollars, the Project budget includes a significant portion of spend in local currency, the Brazilian Real (BRL). The Group and its senior lenders agreed to implement a foreign exchange hedging strategy that ensures that at least 70% of its BRL denominated capital expenditure to be incurred between 14 May 2022 and 31 March 2025 is hedged to reduce the exposure of future BRL foreign exchange risk.

The Group has therefore entered into a series of monthly non-deliverable forward transactions ("NDFs") which will lock in a series of future USD:BRL rates based on the Group's projected spend profile at the time of entering into those transactions. NDFs by definition are non-deliverable and so the Group would either pay or receive an amount of BRL to ensure that it ultimately achieves the hedged rate.

 

The effects of the cash flow non-deliverable forward contract hedging relationship are as follows:

				US$
Carrying amount of the derivatives				(4,637,532)
Change in fair value of designated hedging instruments				(4,637,532)
Change in fair value of designated hedged item				4,637,532
Notional amount				166,196,420
Maturity date				31/10/2022 -  28/03/2024
Hedge ratio				1:1

 

14 Fair value

 

Carrying Amount versus Fair Value

The following table compares the carrying amounts versus the fair values of the group's financial assets and financial liabilities as at 30 June 2022.

 

The group considers that the carrying amount of the following financial assets and financial liabilities are

a reasonable approximation of their fair value:

 

·    Trade receivables

·    Trade payables

·    Cash and cash equivalents

 

 

 

	As at 30 June 2022			As at 31 December 2021
	Carrying amount	Amortised Cost	Fair Value	Carrying amount	Amortised cost	Fair Value
	US$		US$	US$		US$
Financial Assets Derivative financial assets	9,540,000		9,540,000	4,950,000		4,950,000
Total Assets	9,540,000		9,540,000	4,950,000		4,950,000
Financial Liabilities
Contingent consideration	6,664,508	6,664,508	-	6,734,135	6,734,135
Deferred consideration	5,597,193	5,597,193	-	5,475,538	5,475,538
Royalty Finance	82,838,095	82,838,095	-	44,496,504	44,496,504
Convertible Loan Note - host debt liability	42,340,761	42,340,761	-	-	-	-
Convertible Loan Note - embedded derivative	14,800,900	-	14,800,900	-	-	-
Derivative financial liability	4,637,532	-	4,637,532	-	-	-
Total Liabilities	156,878,989	137,440,557	19,438,432	56,706,177	56,706,177	-

 

Fair value Hierarchy

The level in the fair value hierarchy within which the financial asset or financial liability is categorised is

determined on the basis of the lowest level input that is significant to the fair value measurement.

Financial assets and financial liabilities are classified in their entirety into only one of the three levels.

The fair value hierarchy has the following levels:

 

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2- inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly, (i.e., as prices) or indirectly (i.e., derived from prices)

Level 3- inputs for the asset or liability that are not based on observable market data (unobservable inputs)

 

The derivative financial asset have been deemed to be a level three fair value. Information related to the valuation method and sensitivities analysis for the derivative financial asset are included in note 10 b.

 

The derivative liability on the convertible loan note has been deemed to be a level three fair value. Information related to the valuation method and sensitivities analysis are included in note 11.

 

The derivative liability on the forward exchange contracts has been deemed to be a level one fair value. Information related to the hedging instrument are included in note 13.

 

15 Dividends

 

No dividend has been declared or paid by the Company during the six months ended 30 June 2022 (2021: nil).

 

 

16 Earnings per share

 

The calculation of the basic earnings per share of 2.023 cents for the six months ended 30 June 2022 (30 June 2021 loss per share: 4.046 cents) is based on the gain attributable to the equity holders of the Company of $3,847,939 for the six month period 30 June 2022 (30 June 2021: $3,241,517 loss) divided by the weighted average number of shares in issue during the period of 190,252,534 (weighted average number of shares for the six months ended 30 June 2021: 80,119,869). The comparative earnings per share (30 June 2021) has been restated to reflect the share consolidation (note 8). The conversion option on the convertible loan notes was considered when assessing the diluted earnings per share. However when comparing the exercise price of £1.75 and the market price per share of £1.11 as at the quarter end date 30 June 2022, the conversion option was out of the money and therefore it is not dilutive.

 

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 2021 and in note 17 below.

 

17 Issue of Share Options

 

The Directors have discretion to grant options to the Group employees to subscribe for Ordinary shares up to a maximum of 10% of the Company's issued share capital. One third of options are exercisable at each six months anniversary from the date of grant, such that all options are exercisable 18 months after the date of grant and all lapse on the tenth anniversary of the date of grant or the holder ceasing to be an employee of the Group. Should holders cease employment then the options remain valid for a period of 3 months after cessation of employment, following which they will lapse. Neither the Company not the Group has any legal or constructive obligation to settle or repurchase the options in cash.

 

An employee exercised their share options on 11 April 2022. There were no other movements for the six months ended 30 June 2022.

 

On 31 May 2022 the Group completed a share consolidation on the basis of 1 new share for every 20 existing shares. The number of share options and the exercise prices have been revised following the share consolidation.

	Number of options (before share consolidation)	Weighted average exercise price (before share consolidation)	Number of options (after share consolidation)	Weighted average exercise price (after share consolidation)
		£		£
Outstanding at 1 January 2022	114,300,000	0.0425	5,715,000	0.85
Exercised	(6,000,000)	0.0433	( 300,000)	0.866
Outstanding at 30 June 2022	108,300,000	0.0424	5,415,000	0.848
Exercisable at 30 June 2022	108,300,000	0.0424	5,415,000	0.848

 

18 Ultimate controlling party

 

The Directors believe there to be no ultimate controlling party.

 

 

 

 

19 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 2021. There were no significant related party transactions during the six month period ended 30 June 2022.

 

20 Commitments 

The Company has conditional capital commitments totaling $297 million relating to equipment purchase and service contracts which are key to the commencement of the Araguaia project construction. These commitments remain subject to a number of conditions precedent which have not been met at the date of this report.   

 

21 Events after the reporting period

 

The Group has awarded new share options on 12 July 2022 (the "Award Date") over 9,736,250 ordinary shares of £0.20 each in the capital of the Company to executives (PDMRs) and key personnel in the UK and Brazil under unapproved, standalone option agreements (the "Awards"). Each Award is exercisable in return for one ordinary share in the Company and will vest in three tranches on the 12-month, 18-month and 28-month anniversaries of the Award Date at a ratio of 25%, 25% and 50%, with exercise prices of £1.68, £1.72 and £1.76 for each one third of the Awards.

 

22 Approval of interim financial statements

 

These Condensed Consolidated Interim Financial Statements have been approved for issue by the Board of Directors on 12 August 2022.

 

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 the acquisition of equipment as described herein, 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 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 as described herein, 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 the acquisition of equipment contemplated herein, 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, 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.sedar.com, including without limitation, the annual information for of the Company for the year ended December 31, 2021, the Araguaia Report and the Vermelho Report. 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.