Horizon and Greenstone Merger Announcement
Perth, Feb 13, 2024 AEST (ABN Newswire) - Horizon Minerals Limited (
ASX:HRZ) and Greenstone Resources Limited (ASX:GSR) have agreed to a merger to be conducted by way of schemes of arrangement under the Corporations Act 2001 (Cth), whereby Horizon will acquire 100% of the fully paid ordinary shares in Greenstone (Share Scheme) and 100% of the listed Greenstone options (Options Scheme, and together with the Share Scheme, the Schemes), subject to the satisfaction of various conditions.
Under the Schemes:
o each Greenstone shareholder will receive 0.2868 Horizon shares for every Greenstone share held; and
o each Greenstone listed option holder will receive 0.2868 new Horizon listed options for every listed Greenstone option held.
- Based on the last trading price of Horizon and Greenstone, the exchange ratio under the Share Scheme represents:
o an 89% premium to Greenstone's last traded price on 9 February 2024 of $0.0055; and
o a 40% premium to the 30-day volume weighted average price (VWAP) of $0.0074 per Greenstone share for the period up to 9 February 2024.
- Horizon shareholders will own 63.1% of the merged entity while Greenstone shareholders will own the remaining 36.9%.
- The Schemes are unanimously recommended by the Greenstone Board and each member of the Greenstone Board intends to vote all Greenstone Shares they control in favour of the Share Scheme and all Greenstone Listed Options they control in favour of the Option Scheme, subject to no superior proposal emerging and the Independent Expert concluding (and continuing to conclude) that the Schemes are in the best interests of Greenstone shareholders and option holders respectively.
- The combined group will have a global JORC Mineral Resource of ~1.8 million ounces, as well as an enviable exploration holding, all of which is centered around the gold mining hubs of Kalgoorlie and Coolgardie.
- The transaction brings together complementary assets with both near-term small mining opportunities and larger baseload deposits with potential to develop into long-life cornerstone operations.
- The combined group will be pursuing its growth strategy from a position of greater market scale, underpinned by a cash and listed investments balance of ~$14.9 million and lower consolidated cost base.
- Post implementation, the merged entity will continue to trade as Horizon Minerals Ltd under the ticker (ASX:HRZ).
- Completion of the Schemes is targeted for June 2024. The Schemes remain subject to various customary closing conditions which are summarised below.
Commenting on the proposed merger, Horizon Chief Executive Officer Mr Grant Haywood said:
"We believe this proposed merger represents a unique opportunity to build our resource base in the WA Goldfields with higher grade deposits near established mining and processing infrastructure.
This really is a logical consolidation of complementary assets which creates greater potential for Horizon to unlock the value within our longer project pipeline. Following a period where we divested non-core assets and brought greater focus onto a pipeline of smaller, near-term cash generating mining opportunities, this merger with Greenstone will both add to this near-term pipeline and bring greater scale to our baseload assets with the addition of the high-grade Burbanks deposit."
Greenstone Resources Ltd Managing Director & CEO Mr Chris Hansen said:
"There is strong alignment between Greenstone's strategy and that of Horizon, which is one of the core pillars underpinning this regional consolidation. Together we have greater capability to deliver on near-term cashflow generation which provides a stepping stone to delivering a longer-life, cornerstone operations fitting for an emerging mid-tier producer. Through the combination of our teams, we are also able to bring all the necessary skillsets at a Board and senior management level which will enable us to achieve our ambitions. When put together, the merged entity will be in a much stronger position to deliver value for both sets of shareholders."
Transaction Highlights
Logical combination of complementary assets in the Western Australian Goldfields
- The transaction will result in a strategic consolidation of Horizon's and Greenstone's gold assets in the Kalgoorlie-Coolgardie district, with the merged group to have a combined landholding of 939km2, Figure 1*.
- The combination of Horizon's baseload feed with Greenstone's high-grade resources will be situated amongst a wealth of regional gold mining and processing infrastructure.
- Supports a dual-track strategy, focused on low-capital and near term cashflow to support the development of long-life cornerstone assets.
*To view the Merger Presentation, please visit:
https://www.abnnewswire.net/lnk/75S75AYV
About Horizon Minerals Limited
Horizon Minerals Limited (ASX:HRZ) is a gold exploration and mining company focussed on the Kalgoorlie and Menzies areas of Western Australia which are host to some of Australia's richest gold deposits. The Company is developing a mining pipeline of projects to generate cash and self-fund aggressive exploration, mine developments and further acquisitions. The Teal gold mine has been recently completed.
Horizon is aiming to significantly grow its JORC-Compliant Mineral Resources, complete definitive feasibility studies on core high grade open cut and underground projects and build a sustainable development pipeline.
Horizon has a number of joint ventures in place across multiple commodities and regions of Australia providing exposure to Vanadium, Copper, PGE's, Gold and Nickel/Cobalt. Our quality joint venture partners are earning in to our project areas by spending over $20 million over 5 years enabling focus on the gold business while maintaining upside leverage.
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