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Developing the next major nickel project in Brazil
28/03/2022 Download .pdf version

Horizonte Minerals Plc
(“Horizonte” or the “Company”)

Final Results for the Year Ended 31 December 2021

Horizonte Minerals Plc, (AIM: HZM, TSX: HZM) the nickel development company focused in Brazil, announces its final results for the year ended 31 December 2021 (‘FY21’ or the ‘Period’).

Highlights for the Period

  • Completion of US$633 million funding package for the development of the Araguaia ferronickel project (“Araguaia”).
  • US$25 million royalty agreement signed with Orion Resources Partners to progress development of the Vermelho nickel-cobalt project (“Vermelho”) through feasibility study and permitting.
  • 100%, 10-year Araguaia offtake agreement based on LME pricing signed with Glencore.
  • Strengthened cash balance of £156 million following equity fundraises in February and December 2021.
  • Appointment of Michael Drake as Head of Projects and Leo Vianna as Araguaia Project Director.
  • Mobilisation of Araguaia Lead Team in Brazil and successful recruitment of 85 person, predominantly Brazilian, Araguaia project team.
  • Completion of Operational Readiness plan with key permits secured ahead of commencement of construction.
  • Award of power line licence to cover the full power requirement of the Araguaia project at nameplate capacity.
  • Extensive competitive tendering process undertaken across the key Araguaia equipment packages with tier one vendors in preparation for contract awards in H1 2022.
  • Key environmental and social programmes undertaken in preparation for construction phase of Araguaia including resettlement action plan, social communication programme, safety improvements for school communities located along the PA-449 highway, and the Local Development Agenda programme.
  • Acquisition of new and unused ferronickel processing equipment from Companhia Brasileira de Alumínio that is expected to provide meaningful synergies in relation to the development of Araguaia, including the potential to fast-track and lower the cost of development of a second RKEF line.
  • Continued progress at Vermelho with Ramboll awarded Environmental and Social Impact Assessment contract.
  • Support provided to Conceição do Araguaia’s ongoing Covid-19 vaccination effort through the donation 10,000 medical items to the regional hospital.

Post Period End Operational Update

Following completion of the funding package and a positive construction decision for Araguaia, activity in Q1 2022 has been to advance engineering, place orders for long lead equipment and Engineering Procurement and Construction Management (“EPCM”) services and to commence early works at the project site.

Engineering progress completed to date includes basic engineering consolidation, geotechnical surveys, support for bidding processes and detailed engineering with a focus on finalising the plant arrangement, earthworks design, overland powerline and access roads.

The furnace supply contract was awarded to Hatch Ltd. in February 2022 (see announcement dated 25 February 2022), which encompasses the supply of a circular electric arc furnace rated at 60 megawatt, a calcine transfer system to feed the furnace with 835,000 tonnes per annum of calcine and additional services on installation and commissioning. The EPCM contract was awarded to Pöyry Tecnologia Ltda (“Pöyry”), the Brazilian subsidiary of global engineering services firm AFRY earlier this week (see announcement dated 22 March 2022). Contracts were also awarded to contractors for access road upgrades, aggregate supply, and construction of temporary facilities such as offices, as well as initial site infrastructure such as telecommunications and fencing. Water wells are also being installed in accordance with construction permits and licenses.

Contractors are being mobilised in accordance with Horizonte’s health and safety standards, which have achieved 500,000 manhours without a Lost Time Injury (“LTI)” to date. This was achieved through the deployment of the Company’s new health and safety training programme, comprehensive induction programme and the increase in health and safety reporting overseen by the Company’s newly appointed Health and Safety Manger, Eduardo Paiva.

New environmental programmes are being implemented in accordance with the construction phase of Araguaia including installation of automatic monitoring systems and implementation of the biodiversity action plan.

Horizonte CEO, Jeremy Martin commented: “The extensive technical and financial work that concluded in the successful completion of the US$633 million project funding package for Araguaia was transformational for Horizonte. It was a culmination of two years of dedication and hard work by the Horizonte team and all our advisors. During this time, we have established the foundations to build a significant low-cost, sustainable nickel business which is now fully funded to take our first tier one nickel project into production.

The preparatory work undertaken alongside the project financing process has enabled us to make good progress during Q1 in the 24-month construction phase of Araguaia. Our focus during this quarter has been on detailed engineering, procurement, and early works ahead of earthworks commencing in Q2. We have already awarded equipment and services contracts valued at approximately US$150 million including the furnace and EPCM contracts. Our owner’s team is split across the engineering office in Belo Horizonte and the site office in Conceição do Araguaia, and are managing key contractors working on access road upgrades, essential site facilities and environmental programmes. We were also very pleased to reach an important milestone of 500,000-man hours without a lost time injury during the quarter. Our focus on health and safety continues as activity on site increases.

Whilst the nickel market currently faces unprecedented volatility with pricing, the consensus remains for continued exponential growth in demand, both from the established stainless steel market and the accelerating battery market. With very few new nickel projects in the global pipeline able to reach production in the short-to-mid-term, Horizonte is uniquely placed to supply into this deficit with Araguaia scheduled to start ramp up in early 2024.”

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

Horizonte Minerals plc
Jeremy Martin (CEO)
Anna Legge (Corporate Communications)

info@horizonteminerals.com
+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

About Horizonte Minerals:
Horizonte Minerals plc (AIM & TSX: HZM) is developing two 100% owned, tier one 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.

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, 2020, the Araguaia Report and the Vermehlo 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.

Horizonte Minerals plc
2021 Report and Accounts

CHAIRMAN’S STATEMENT

2021

This year we have laid the foundations for the establishment of a significant nickel producing business, culminating in the completion of a transformational funding package in late November of US$633 million. This comprehensive funding package for Araguaia, our first project to reach the construction phase, is an outstanding achievement for the Horizonte team and one which very few junior mining companies can claim. Through this process we have secured support from multiple world class financial institutions which is testament to the quality of the project and our team’s tenacity. These milestones have once again been achieved against a backdrop of uncertainty and disruption because of the Covid pandemic. The team in London and Brazil has continued to navigate the ever-changing working environment productively and most importantly, safely.

The health and well-being of our employees and wider team of course remains our number one priority and is at the forefront of our strategy. We are dedicated to providing a safe and productive workplace. Covid is seemingly part of our everyday lives for the foreseeable future, we therefore have implemented ongoing Covid management protocols that we have implemented as we have returned to office working and as we ramp up activity on site with early works and the start of construction at Araguaia.

A transformational year
The securing of a comprehensive project funding package for Araguaia has been the team’s focus for the past two years, this would have been achieved in a shorter timeframe if we had not lost one year as a result of the Covid pandemic. Whilst working to secure a traditional package of debt, equity, offtake, and cost overrun facilities, it has nonetheless been an incredibly complex process with multiple parties in constant negotiation. In late 2021, we were delighted to secure a $633 million funding package which fully funds stage one of the project and provides the company with $99 million of contingency, growth allowance and cost overrun facility. The package was made up of $346.2 million debt package in two tranches, a $146.2 million Export Credit Agency tranche with EKF and Finnvera and a $200 million commercial tranche underwritten by BNP Paribas, Natixis, Societe Generale, ING and SEK with both tranches being secured with competitive interest rates. We also welcomed La Mancha and Orion as new and existing, respectively, strategic investors and shareholders in Horizonte, and grateful for the continued support of Glencore who, in addition to their cornerstone investment, extended their relationship with the Company by agreeing to enter into the offtake agreement. The offtake agreement is a 100%, 10-year agreement based on LME pricing and therefore continues to provide our shareholders with good exposure to the nickel price.

La Mancha and Orion have long track records of creating sustainable shareholder value in the mining sector and their previous investments highlight their ability to identify compelling growth opportunities at an early stage. We believe the terms of the financing package and the calibre of the lenders and strategic investors we have attracted is a testament to the strong project fundamentals offered by the Araguaia project. The investments from La Mancha, Orion and Glencore, alongside the Senior Debt Facility from the syndicate of leading international financial institutions, provides a strong endorsement of our broader corporate strategy to develop Horizonte into a major nickel producer. The funding package has completely transformed our shareholder register, with further institutions adding their support in the New Year. Institutionalising our register is an important part in the Company’s growth story, providing us with support and confidence to accelerate our plans of advancing both Araguaia and Vermelho. We look forward to working with our new shareholders and continuing to receive the support from those who have followed us on this journey.

There has certainly been a focus on Araguaia in recent years but, this is by no means a reflection of the quality of Vermelho. Work at Vermelho has been quietly progressing with a small, dedicated team and the appointment of Ramboll to undertake the Environmental and Social Impact Assessment. This assessment is a key requirement for permitting and the feasibility study. As part of the Araguaia funding process, we were able to secure a $25 million royalty agreement with Orion. These funds are dedicated to the acceleration of the Vermelho feasibility study. Over the coming year, shareholders can expect to see more activity from the project as we work to position Vermelho alongside Araguaia as a future nickel and cobalt producer. With the electric vehicle market recording a record year in 2021 and car manufacturers adopting high-nickel content batteries at a faster pace than expected it is an opportune time to position our world-class battery grade nickel-cobalt project at the forefront of the Horizonte story.

Growing our team
The team in Brazil has grown rapidly in the past year, and it is very exciting to see that we have been able to attract of some industry’s top talent. We started the year with announcing the appointment of our Head of Projects, Michael Drake. Mike is a Mechanical Engineer with extensive international leadership experience in the construction, operation and optimisation of medium to large capex projects, with extensive expertise in both ferro-nickel, and nickel acid-leach operations. Prior to joining Horizonte, Michael worked for BHP, Newcrest Mining, and WMC Resources. Based out of our Brazilian headquarters in Belo Horizonte, Mike has worked hard to not only build an industry-leading team but also create and implement the working practices and reporting structures across the areas of procurement, engineering, environment and social and human resources, required to successfully build a tier one nickel project. Later in the year, he was joined by Leo Vianna as Araguaia Project Director. A Brazilian national, Leo is a Mechanical and Mechatronic Engineer with over 24 years experience in project implementation and management. He was previously Project Director for Vale’s $1.9 billion Bahodopi ferronickel project in Asia.

Horizonte now has the capability to build and deliver the Araguaia ferro-nickel project, as well as simultaneously progressing Vermelho.

Supporting our communities
We have continued to support vulnerable families in our local communities who have struggled through the Covid pandemic. We also assisted Conceição do Araguaia’s vaccination effort by donating 10,000 medical items to the regional hospital. The vaccination effort in the region has progressed well and allowed for life to return to a level of normality. Our social team was therefore able to be more present in the local communities rather than engaging solely by virtual means. An important focus for engagement this year has been that the communities can expect in terms of on-site activity and the increased workforce in the region, resettlement, local employment opportunities and local suppliers and services. Horizonte having operated in the area for over ten years Horizonte has excellent relationships with its local communities and is confident this will continue. Alongside the construction phase of the project, we will be working on new local initiatives as part of our Local Development Agenda and working with SENAI to train local people in the skills required to aid local employment at the project.

Sustainability
This year we will be publishing our third annual Sustainability Report in which we are now able to track our progress clearly and transparently against our commitments in the areas of environmental stewardship, social development, and corporate governance. A standalone report such as this continues to be a rarity from pre-production companies and sets Horizonte apart with its commitment to best practice sustainability standards. These sustainability standards were one of the key drivers for Horizonte to be able to secure the high calibre of lenders and investors in the Araguaia funding process.

Following renewed commitments at the United Nations Conference on Climate Change (COP26) in Glasgow, the International Energy Agency highlighted nickel’s critical role in the clean energy transition both through its use in batteries and stainless steel. As part of this net-zero supply chain, Horizonte’s sustainability credentials have been key to our investment opportunity. By integrating sustainability-focussed design into early project planning and engineering Araguaia, through our carbon emissions reduction programme, Araguaia will be able to become one of lowest carbon emission projects of its peer group.

The nickel market
The nickel price ended 2021 30% higher than the previous year. Stainless steel production increased 17% year on year, and it was an unprecedented year for the electric vehicle market. 18.5% of all new cars registered in the U.K. were either hybrid plug-in or fully electric. The year ended with a 160,000 tonne deficit due to supply constraints from major producers citing labour strikes, adverse weather and logistics issues. The new year has started with decade high prices due to record low inventories and concerns over future supply and nickel demand is expected to reach 3 million tonnes this year. The consensus is that nickel demand is increasing exponentially both to supply the established stainless steel market and the accelerating battery market but the true growth curve remains contested, perhaps conversative estimates a 100% increase in demand by 2040 while the International Energy Agency recently stated that the nickel demand will increase 19-fold if the world expects to meet the commitments made by the Paris Agreement on climate change.

Horizonte is one of very few nickel stories ready to supply this deficit, and our projects can supply both the stainless steel and battery markets.

Acknowledgements
This will be my last statement as Chairman of Horizonte Minerals. It has been a privilege to be involved with the Horizonte team from its initiation and to see the development of your company through initial nickel discovery at Araguaia and subsequent major deals initially with Teck, then with Glencore to consolidate the entire district and the acquisition of Vermelho from Vale resulting in Horizonte becoming a major nickel player.

In line with the Company’s transformation the Board is evolving to better reflect our shareholders and the skillset required to successfully deliver two tier one nickel projects into production. Horizonte strives for best practice corporate governance standards and will therefore be undergoing a corporate governance review to set out a roadmap to smoothly transition our board.

I would like to thank the Board of Directors, the entire Horizonte team and all our advisors that have worked tirelessly throughout the year to deliver the transformational funding package and overall progress of our two projects. I would also like to thank the continued support from our longstanding shareholders and welcome our new investors.

David Hall

25 March 2022

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HORIZONTE MINERALS PLC

Opinion on the financial statements

In our opinion:

  • the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2021 and of the Group’s loss for the year then ended;
  • the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
  • the Parent Company financial statements have been properly prepared in accordance with UK adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
  • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Horizonte Minerals PLC (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2021 which comprise of the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards and, as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Material uncertainty related to going concern

We draw attention to note 2.2 to the financial statements concerning the Group’s and the Parent Company’s ability to continue as a going concern. As stated in note 2.2 the Group has forecasted that it will need to draw down on its agreed Senior Debt Facility in H2.2022. Draw down of the senior debt facility requires conditions precedent to be complied with, some of which are beyond the Directors’ control. As stated in note 2.2 these events or conditions, along with the other matters set out in note 2.2 indicate that a material uncertainty exists that may cast significant doubt on the Group and Parent Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Because of the judgements made by the Directors, and the significance of this area, we have determined going concern to be a key audit matter. As described in note 2.2, the Directors have prepared cash flow forecasts which demonstrate that the Senior Debt Facility will be drawn down in H2 2022, and the ability of the Group to make this draw down requires conditions precedent to be complied with, some of which are beyond the Directors’ control.

Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to continue to adopt the going concern basis of accounting and in response to the key audit matter included:

  • We obtained the Directors’ Group cash flow forecast to 31 December 2023. We assessed the reasonableness of underlying assumptions, including forecast levels of expenditure used in preparing these forecasts. To assess the reasonableness and timings of the cash inflows and outflows, we used our knowledge of the business and  compared the Directors’ forecasts to budgets used as part of the fund raise package of $633m entered into in December 2021. 
  • We verified cash balances used in the forecast close to the date of sign off of these financial statements, which included $197million of proceeds from the equity funds raised in 2021.
  • We reviewed the conditions that are required to be complied with to draw down the Senior Debt Facility, discussed these with the Directors and considered if compliance with these conditions was in the Directors’ control.
  • We considered the impact on the Group and Parent Company’s cash flow forecast should the Senior Debt Facility not be available.
  • We assessed the appropriateness of the going concern disclosures included in the financial statements against the requirements of the relevant accounting standards.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Overview

Coverage

90% (2020: 80%) of Group net loss

90% (2020: 94%) of Group total assets

Key audit matters

2021

2020

Carrying value of exploration and evaluation assets and mine development property

Valuation of royalty funding arrangement

Going concern

Materiality

Group financial statements as a whole

£3,403,000 (2020:£750,000) based on 1.5% of total assets (2020: 1.5% of total assets)

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.

Our Group audit scope focused on the Group’s significant components, being Araguaia Niquel Mineracao Ltda and Horizonte Nickel (IOM) Ltd, which were subject to a full scope audit together with the Parent Company. In addition, Trias Brasil Mineracao Ltda, Champol (IOM) Ltd and Nickel Production Services BV, which were treated as insignificant components, were subject to specific audit procedures on the significant risk areas and analytical procedures. The Group audit team performed the audit of the Parent Company and the other significant components, other than those components located in Brazil which were audited by a BDO network member firm in Brazil.

The remaining components of the Group were considered insignificant and these components were principally subject to analytical review procedures which were performed by the Group audit team.

Our involvement with component auditors

For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements as a whole. Our involvement with component auditors included the following:

  • Detailed Group reporting instructions were sent to the component auditors, which included the significant areas to be covered by the audits (including areas that were considered to be key audit matters), and set out the information to be reported to the Group audit team.
  • The Group audit team was actively involved in the direction of the audits performed by the component auditor for Group reporting purposes, along with the consideration of findings and determination of conclusions drawn.
  • The Group audit team reviewed the component auditor’s work papers in Brazil and engaged with the component auditors during their fieldwork and completion phases.
  • For the two principal operating components in Brazil, the Group audit team also performed audit procedures in respect of the significant risk areas.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the material uncertainty related to going concern of our report, we have determined the matters below to be the key audit matters to be communicated in our report.

Key audit matter

How the scope of our audit addressed the key audit matter

Carrying value of explorationand evaluation assets and mine development property

See notes 4.1, 10 and 11 to the financial statements.

The Group holds the Araguaia mine development property carried at a value of £44,088,134 and the Vermelho exploration and evaluation asset carried at a value of £5,949,649.

Each year management are required to assess whether there are any indicators that the mine development property and exploration and evaluation asset could be impaired.

Management have carried out a review for indicators of impairment and have not identified any indicators.

Reviewing indicators of impairment and assessment of carrying values require significant estimates and judgements and therefore we identified this as a key audit matter.

We have reviewed management’s impairment assessments for both projects and our procedures included the following :

  • We considered whether management’s assessments of impairment had been carried out in accordance with the requirements of the accounting standards.
  • We reviewed the feasibility studies prepared by independent consultants for consistency with management’s representations and assessed the competence and independence of the experts used by management.
    • For the Araguaia project, this assessment is supported by the externally prepared feasibility study published in November 2018 and revised in April 2021.
    • For the Vermelho project, this assessment is supported by the externally prepared pre-feasibility study published in October 2019.
  • We agreed the validity of licences held by the Group to the Brazilian Government’s Departamento Nacional de Producao Mineral website. We also reviewed the correspondence, contracts and other documents regarding the licenses to confirm that the Group has the relevant rights for its activities in the stated areas for Araguaia and Vermelho.

Key observations:

Based on our work we concur with management’s impairment indicator assessment, and as a result consider the carrying value of the Group’s exploration and evaluation asset and mine development property is not impaired..

Valuation of royalty funding arrangement

See notes 20and 4.4

In 2019 Horizonte entered into a US$25m royalty funding agreement with Orion Mine Finance in exchange for future royalty payments linked to the future revenues of the Araguaia project.

The royalty agreement includes a buyback option enabling Horizonte to reduce the royalty rate and other cash payment options (the call, make whole and put options) for part reduction in the royalty rate, which require the occurrence of certain events.

The agreement is a hybrid contract that contains a non-derivative host loan and prepayment options in the form of embedded derivatives which should be separated for accounting purposes. The embedded derivatives are initially recognised at fair value and subsequently revalued at each period end.

Management has engaged an independent expert to calculate the fair value of the buyback option. The fair value calculation utilised Monte Carlo simulation methodology.

The valuation of these financial instruments required management to make a number of key estimates.

Accordingly, the valuation of the royalty funding agreement is considered to be a key audit matter.

Our procedures in relation to the valuation of the royalty funding loan and embedded derivatives are set our below.

In respect of the host loan:

  • We tested the valuation model prepared by management, checking that the model’s methodology was in agreement with the royalty agreement and in accordance with accounting standards and that the assumptions were in agreement with management’s justifications and explanations. We also checked the arithmetical accuracy of the amortised loan model.
  • We critically assessed management’s key assumptions, including long term nickel price, nickel price inflation and the adopted royalty rate, which is determined by the date of commencement of construction. We made our assessment by reference to independent sources of data and supporting documentation held by the Group.

In respect of the fair value of the buyback option:

  • We reviewed the option valuation methodology adopted to check that the features of the option had been appropriately modelled and we also confirmed with management that the modelling is in line with their understanding of the option features. This was reviewed by BDO valuation experts to ensure it was appropriately modelled.
  • We checked that the key assumptions used were reasonable and in agreement with those used for the valuation of the host loan.
    The nickel price volatility is an additional key assumption for the option valuation. We recalculated the nickel price volatility using independently sourced data and it was in close proximity to that used by management.
  • We assessed the competence and independence of the valuation expert used by management.

Key observations:
Based on our work, we concur with managements valuation methodology and the key estimates used in valuing the host loan and buy back option.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

Group financial statements

Parent company financial statements

2021
£

2020
£

2021
£

2020
£

Materiality

3,403,000

750,000

3,063,000

675,000

Basis for determining materiality

1.5% of total assets

1.5% of total assets

Restricted to 90% of Group materiality

Restricted to 90% of Group materiality

Rationale for the benchmark applied

We consider total assets to be the most significant determinant of the Group’s financial performance for users of the financial statements, given the Group’s mine development focus. There was a significant increase in total assets following the 2021 equity fund raise.

Calculated as a percentage of Group materiality for Group reporting purposes as the statutory materiality exceeded Group materiality.

Performance materiality

2,552,000

562,500

2,297,000

506,250

Basis for determining performance materiality

75% of materiality based on consideration of factors including the level of historical errors and nature of activities.

Component materiality

We set materiality for each component of the Group based on a percentage of between 4% and 14% (2020: 5% to 44%) of Group materiality dependent on the size and our assessment of the risk of material misstatement of that component. Component materiality ranged from £145,000 to £460,000 (2020: £35,000 to £330,000). In the audit of each component, we further applied performance materiality levels of 75% of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £68,000 (2020:£13,500). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Other information

The directors are responsible for the other information. The other information comprises the information included in the 2021 Report and Accounts other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.

Strategic report and Directors’ report

In our opinion, based on the work undertaken in the course of the audit:

  • the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
  • the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

  • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
  • the Parent Company financial statements are not in agreement with the accounting records and returns; or
  • certain disclosures of Directors’ remuneration specified by law are not made; or
  • we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

  • We obtained an understanding of the Group’s activities and considered the laws and regulations of the UK and Brazil to be of significance in the context of the Group audit. In doing so, we made inquiries of management and the Audit Committee, considered the Group’s control environment as it pertains to compliance with laws and regulations and considered the activities of the Group. We determined the most significant laws and regulations to be Companies Act 2006, elements of the reporting framework, tax legislation and the Brazilian environmental regulations.
  • We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and component auditors, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
  • We made inquiries of management and the Board and reviewed Board and Committee minutes to identify any instances of irregularities or non-compliance.
  • We agreed the financial statement disclosures to underlying supporting documentation and performed detailed testing on accounts balances which were considered to be at a greater risk of susceptibility to fraud.
  • In addressing risk of management override of control, we performed testing of general ledger journal entries to the financial statements, including verification of journals which we consider exhibit higher fraud risk characteristics based on our understanding of the Group. This included testing journals direct to cash and expenses, which are outside of the normal purchase to pay cycle.
  • As part of our testing of management override of controls we performed procedures on accounts subject to greater management estimate including the valuation of the royalty funding arrangement and carrying value of exploration and evaluation assets and mine development property, refer to key audit matters above.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Peter Acloque (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London
United Kingdom
25 March 2022

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Consolidated Statement of Comprehensive Income
For the year ended 31 December 2021

Year ended

Year ended

31 December

31 December

2021

2020

Notes

£

£

Administrative expenses

6

(5,678,350)

(2,949,736)

Change in fair value of derivative

20

1,853,282

(424,500)

Change in fair value of special warrant liability

22

(1,174,796)

-

(Loss)/gain on foreign exchange

(627,145)

751,313

Operating loss

(5,627,009)

(2,622,923)

Net finance (cost)/income

8

(4,043,794)

236,986

Loss before taxation

(9,670,803)

(2,385,937)

Income tax

9

-

108,526

Loss for the year from continuing operations attributable to owners of the parent

(9,670,803)

(2,277,411)

Other comprehensive income

Items that may be reclassified subsequently to profit or loss

Currency translation differences on translating foreign operations

17

(2,418,094)

(8,151,944)

Other comprehensive income for the year, net of tax

(2,418,094)

(8,151,944)

Total comprehensive income for the year attributable to owners of the parent

(12,088,897)

(10,429,355)

Loss per share from continuing operations attributable to owners of the parent

Basic and diluted loss per share (p)

25

(0.568)

(0.157)

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

Consolidated Statement of Financial Position

Company number: 05676866

As at 31 December 2021

31 December

31 December

2021

2020

Notes

£

£

Assets

Non-current assets

Intangible assets

10

6,165,677

6,220,872

Property, plant & equipment

11

52,381,161

30,839,948

Right of use assets

21

282,320

-

58,829,158

37,060,820

Current assets

Trade and other receivables

12

10,237,167

270,539

Derivative financial asset

20

3,672,924

1,756,553

Cash and cash equivalents

13

156,186,302

10,935,563

170,096,393

12,962,655

Total assets

228,925,551

50,023,475

Equity and liabilities

Equity attributable to owners of the parent

Share capital

14

38,023,656

14,493,773

Share premium

15

177,928,649

41,848,306

Other reserves

17

(15,236,968)

(12,818,874)

Retained losses

(30,608,510)

(22,112,503)

Total equity

170,106,827

21,410,702

Liabilities

Non-current liabilities

Contingent consideration

19

4,996,761

5,927,025

Royalty Finance

20

33,016,624

22,053,341

Lease liabilities

21

238,716

-

Deferred consideration

19

3,358,630

-

Trade payables

18

451,863

-

42,062,594

27,980,366

Current liabilities

Trade and other payables

18

16,008,280

632,407

Deferred consideration

19

704,246

-

Lease liabilities

21

43,604

-

16,756,130

632,407

Total liabilities

58,818,724

28,612,773

Total equity and liabilities

228,925,551

50,023,475

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

The Financial Statements were authorised for issue by the Board of Directors on 25 March 2022 and were signed on its behalf.


David J Hall
Chairman Chief

Jeremy J Martin
Executive Officer

 

Company Statement of Financial Position
Company number: 05676866
As at 31 December 2021

31 December

31 December

Notes

2021

£

2020

£

Non-Current Assets

Investment in subsidiaries

29

2,348,142

2,348,142

Loans to subsidiaries

30

69,811,930

64,692,156

72,160,072

67,040,298

Current assets

Trade and other receivables

12

9,763,600

96,196

Cash and cash equivalents

13

147,359,029

5,308,954

157,122,629

5,405,150

Total assets

229,282,701

72,445,448

Equity and liabilities

Equity attributable to equity shareholders

Share capital

14

38,023,656

14,493,773

Share premium

15

177,928,649

41,848,306

Other reserves

17

10,888,760

10,888,760

Retained losses

(17,465,060)

(13,186,690)

Total equity

209,376,005

54,044,149

Liabilities

Non-current liabilities

Contingent consideration

19

4,996,761

5,927,025

4,996,761

5,927,025

Current liabilities

Trade and other payables

18

12,081,730

280,179

Loans from subsidiary

30

2,828,205

12,194,095

14,909,935

12,474,274

Total liabilities

19,906,696

18,401,299

Total equity and liabilities

229,282,701

72,445,448

The above Company Statement of Financial Position should be read in conjunction with the accompanying notes. The loss for the period was £5,453,166 (2020: £3,377,407 profit).

The Financial Statements were authorised for issue by the Board of Directors on 25 March 2022 and were signed on its behalf.

David J Hall
Chairman Chief

Jeremy J Martin
Executive Officer

Consolidated Statement of Changes in Equity
For the year ended 31 December 2021

Attributable to owners of the parent

Share

Share

Retained

Other

capital

premium

losses

reserves

Total

Consolidated

£

£

£

£

£

As at 1 January 2020

14,463,773

41,785,306

(19,835,092)

(4,666,930)

31,747,057

Loss for the year

-

-

(2,277,411)

-

(2,277,411)

Other comprehensive income:

Currency translation differences on translating foreign operations

-

-

-

(8,151,944)

(8,151,944)

Total comprehensive income for the year

-

-

(2,277,411)

(8,151,944)

(10,429,355)

Issue of ordinary shares

30,000

63,000

-

-

93,000

Issue costs

-

-

-

-

-

Share-based payments

-

-

-

-

-

Total transactions with owners, recognised directly in equity

30,000

63,000

-

-

93,000

As at 31 December 2020

14,493,773

41,848,306

(22,112,503)

(12,818,874)

21,410,702

Loss for the year

-

-

(9,670,803)

-

(9,670,803)

Other comprehensive income:

Currency translation differences on translating foreign operations

-

-

-

(2,418,094)

(2,418,094)

Total comprehensive income for the year

-

-

(9,670,803)

(2,418,094)

(12,088,897)

Issue of ordinary shares

22,649,282

136,784,844

-

-

159,434,126

Issue costs

-

(5,904,761)

-

-

(5,904,761)

Conversion of special warrants into shares

880,601

5,795,235

1,174,796

-

7,850,632

Special warrants issue costs

-

(594,975)

-

-

(594,975)

Total transactions with owners, recognised directly in equity

23,529,883

136,080,343

1,174,796

-

160,785,022

As at 31 December 2021

38,023,656

177,928,649

(30,608,510)

(15,236,968)

170,106,827

A breakdown of other reserves is provided in note 17.

Company Statements of Changes in Equity

Attributable to equity shareholders

Share

Share

Retained

Merger

capital

premium

losses

reserves

Total

Company

£

£

£

£

£

As at 1 January 2020

14,463,773

41,785,306

(16,564,099)

10,888,760

50,573,740

Profit and total comprehensive income for the year

-

-

3,377,409

-

3,377,409

Issue of ordinary shares

30,000

63,000

-

-

93,000

Issue costs

-

-

-

-

-

Share-based payments

-

-

-

-

-

Total transactions with owners, recognised directly in equity

30,000

63,000

3,377,409

-

3,470,409

As at 31 December 2020

14,493,773

41,848,306

(13,186,690)

10,888,760

54,044,149

Profit and total comprehensive income for the year

-

-

(5,453,166)

-

(5,453,166)

Issue of ordinary shares

22,649,282

136,784,844

-

-

159,434,126

Issue costs

-

(5,904,761)

-

-

(5,904,761)

Conversion of special warrants into shares

880,601

5,795,235

1,174,796

-

7,850,632

Special warrants issue costs

-

(594,975)

-

-

(594,975)

Total transactions with owners, recognised directly in equity

23,529,883

136,080,343

1,174,796

-

160,785,022

As at 31 December 2021

38,023,656

177,928,649

(17,465,060)

10,888,760

209,376,005

The above Statements of Changes in Equity should be read in conjunction with the accompanying notes.

Consolidated Statement of Cash Flows
For the year ended 31 December 2021

31 December

31 December

2021

2020

Notes

£

£

Cash flows from operating activities

Loss before taxation

(9,670,803)

(2,385,936)

Finance income

-

(236,986)

Finance costs

4,043,794

-

Exchange differences

627,145

(751,313)

Change in fair value of derivative asset

(1,853,282)

424,500

Fair value of special warrant liability

1,174,796

-

Operating loss before changes in working capital

(5,678,350)

(2,949,735)

Decrease/(increase) in trade and other receivables

(9,966,626)

(135,814)

Increase/(decrease) in trade and other payables

11,929,592

(51,526)

Cash used in operating activities

(3,715,384)

(3,137,075)

Income taxes paid

-

(51,071)

Net cash used in operating activities

(3,715,384)

(3,188,146)

Cash flows from investing activities

Purchase of exploration and evaluation assets

(300,676)

-

Purchase of property, plant and equipment

(10,589,678)

(4,153,198)

Interest received

363,923

151,459

Net cash used in investing activities

(10,526,431)

(4,001,739)

Cash flows from financing activities

Proceeds from issue of ordinary shares

159,434,126

93,000

Issue costs

(5,904,761)

-

Proceeds from issue of share warrants

7,850,632

-

Share warrants issue costs

(594,975)

-

Net cash generated from financing activities

160,785,022

93,000

Net increase/(decrease) in cash and cash equivalents

146,543,207

(7,096,885)

Cash and cash equivalents at beginning of year

10,935,563

17,760,330

Exchange gain/(loss) on cash and cash equivalents

(1,292,468)

272,118

Cash and cash equivalents at end of the year

13

156,186,302

10,935,563

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

Company Statement of Cash Flows
For year ended 31 December 2021

31 December

31 December

2021

2020

Notes

£

£

Cash flows from operating activities

Profit before taxation

(5,453,166)

3,428,478

IFRS9 Expected credit loss (credit)/charge

27,976

(3,814,254)

Finance income

(935,038)

(72,155)

Finance costs

-

445,065

Exchange differences

453,520

(1,491,383)

Change in fair value of contingent consideration

-

(764,109)

Fair value of special warrant liability

1,174,796

-

Operating profit before changes in working capital

(4,731,912)

(2,268,358)

(Increase)/decrease in trade and other receivables

(9,667,401)

39,180

Increase/(decrease) in trade and other payables

11,801,551

(41,409)

Cash flows generated / (used) from operating activities

(2,597,762)

(2,270,587)

Taxes paid

-

(51,071)

Net cash flows generated / (used) from operating activities

(2,597,762)

(2,321,658)

Cash flows from investing activities

Loans to subsidiary undertakings

(14,485,665)

(10,363,054)

Interest received

4,773

72,155

Net cash used in investing activities

(14,480,892)

(10,290,899)

Cash flows from financing activities

Proceeds from issue of ordinary shares

159,434,126

93,000

Issue costs

(5,904,761)

-

Proceeds from issue of share warrants

7,850,632

-

Share warrants issue costs

(594,975)

-

Net cash generated from financing activities

160,785,022

93,000

Net increase/(decrease) in cash and cash equivalents

143,706,368

(12,519,557)

Cash and cash equivalents at beginning of year

5,308,954

17,393,773

Exchange gain/(loss) on cash and cash equivalents

(1,656,293)

434,738

Cash and cash equivalents at end of the year

13

147,359,029

5,308,954

The above Company Statement of Cash Flows should be read in conjunction with the accompanying notes.

Notes to the Financial Statements

1 General information

The principal activity of Horizonte Minerals Plc (‘the Company’) and its subsidiaries (together ‘the Group’) is the exploration and development of base metals. The Company’s shares are listed on the AIM market of the London Stock Exchange and on the Toronto Stock Exchange. The Company is incorporated and domiciled in England and Wales. The address of its registered office is Rex House, 4-12 Regent Street, London, SW1Y 4RG.

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the years presented.

2.1 Basis of preparation

These Financial Statements have been prepared in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRSs). Financial Statements have been prepared under the historical cost convention except for the following items (refer to individual accounting policies for details):

- Contingent and deferred consideration

- Financial instruments – fair value through profit and loss

- Cash settled share based payment liabilities

On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became UK-adopted international accounting standards, with future changes being subject to endorsement by the UK Endorsement Board. The Group transitioned to UK-adopted international accounting standards in its consolidated financial statements on 1 January 2021. There was no impact or changes in accounting policies from the transition and the Group will also continue to comply with IFRS and their interpretations issued by the IASB.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements, are disclosed in Note 4. As permitted by section 408 of the Companies Act 2006, the statement of comprehensive income of the Parent Company is not presented as part of these Financial Statements.

2.2 Going concern

The Group’s business activities together with the factors likely to affect its future development, performance and position are set out in the Chairman’s Statement on pages 4 and 5; in addition note 3 to the Financial Statements includes the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit and liquidity risk.

The Financial Statements have been prepared on a going concern basis. Although the Group’s assets are not generating revenues and an operating loss has been reported, 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 exploration and development projects.

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 company has also concluded a US$25 million royalty agreement 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$197 million of the US$633 million) was finalized 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).

Based on current commitments entered into by the Group, and following the satisfaction of all material conditions precedent, the funds from the convertible loan notes and the royalty are expected to be drawn down in March 2022. The first drawdown under the Senior Debt Facility is expected to occur in the fourth quarter of 2022 following 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 year-end along with those to be raised post year end 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 company 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 would require alternative sources of funding to meet its commitments.

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 and the Company’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 or the Company were unable to continue as a going concern.

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.

As a result of considerations noted above, the Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing these Financial Statements.

2.2 (B) 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 measures 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 Changes in accounting policy and disclosures

a) New and amended standards adopted by the Group

New standards impacting the Group that are adopted in the annual financial statements for the year ended 31 December 2021, are:

Standard

Detail

Effective date

IFRS 7, IFRS 9, IFRS16, IAS 39

Amendments regarding interest rate benchmark reform – phase 2

1 January 2021

The adopted amendments have not resulted in any changes to the Group Consolidated Financial Statements.

b) New and amended standards, and interpretations issued but not yet effective for the financial year beginning 1 January 2021 and not early adopted

At the date of authorisation of these Consolidated Financial Statements, the following new standards, amendments and interpreta­tions to existing standards have been published but are not yet effective and have not been adopted early by the Group.

Standard

Detail

Effective date

IAS 16

Amendments prohibiting a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use

1 January 2022

IAS 37

Amendments regarding the costs to include when assessing whether a contract is onerous

1 January 2022

IFRS 3

Amendment - replacing a reference to an old version of the Board’s Conceptual Framework for Financial Reporting with a reference to the latest version, which was issued in March 2018.

1 January 2022

Annual Improvements to IFRSs (2018-2020 Cycle) - IFRS 9

IFRS 9 - Clarifies the fees a company includes in assessing the terms of a new or modified financial liability to determine whether to derecognise a financial liability.

1 January 2022

IAS 1

Amendment – regarding the classification of liabilities

1 January 2023

IAS 8

Amendment – definition of accounting estimates

1 January 2023

IAS 1 and IFRS Pratice Statement 2

Amendment – disclosure of accounting policies

1 January 2023

IAS 12

Amendment - Deferred Tax related to Assets and Liabilities arising from a Single Transaction

1 January 2023

Management anticipates that all the pronouncements will be adopted in the Group’s accounting policies for the first period beginning after the effective date of the pronouncement.

2.4 Basis of consolidation and business acquisitions

Horizonte Minerals Plc was incorporated on 16 January 2006. On 23 March 2006 Horizonte Minerals Plc acquired the entire issued share capital of Horizonte Exploration Limited (HEL) by way of a share for share exchange. The transaction was treated as a group reconstruction and was accounted for using the merger accounting method as the entities were under common control before and after the acquisition.

Subsidiaries are entities controlled by the Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

The Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

  • The contractual arrangement with the other vote holders of the investee.
  • Rights arising from other contractual arrangements.
  • The Group’s voting rights and potential voting rights.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Other than for the acquisition of HEL as noted above, the Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are expensed as incurred unless they result from the issuance of shares, in which case they are offset against the premium on those shares within equity.

If an acquisition is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or a liability is recognised in accordance with IFRS9 either in profit or loss or as a change in other comprehensive income. The unwinding of the discount on contingent consideration liabilities is recognised as a finance charge within profit or loss. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.

The excess of the consideration transferred and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with policies adopted by the Group.

Investments in subsidiaries are accounted for at cost less impairment.

The following 100% owned subsidiaries have been included within the consolidated Financial Statements:

Subsidiary undertaking

Held

Registered Address

Country of incorporation

Nature of business

Horizonte Exploration Ltd

Directly

Rex House, 4-12 Regent Street, London SW1Y 4RG

England

Mineral Exploration

Horizonte Minerals (IOM) Ltd

Indirectly

1st Floor, Viking House, St Pauls Square, Ramsey, IM8 1GB, Ilse of Man

Isle of Man

Holding company

HM Brazil (IOM) Ltd

Indirectly

1st Floor, Viking House, St Pauls Square, Ramsey, IM8 1GB, Ilse of Man

Isle of Man

Holding company

Cluny (IOM) Ltd

Indirectly

1st Floor, Viking House, St Pauls Square, Ramsey, IM8 1GB, Ilse of Man

Isle of Man

Holding company

Champol (IOM) ltd

Indirectly

First Names House, Victoria Road, Douglas, IM2 4DF, Isle of Man

Isle of Man

Holding company

Horizonte Nickel (IOM) Ltd

Indirectly

1st Floor, Viking House, St Pauls Square, Ramsey, IM8 1GB, Ilse of Man

Isle of Man

Holding company

Nickel Production Services B.V

Directly

Atrium Building, 8th floor, Strawinskylaan 3127, 1077 ZX, Amsterdam

The Netherlands

Provision of financial services

Battery Material Services B.V

Directly

Naritaweg 165, 1043BW Amsterdam, The Netherlands

The Netherlands

Provision of financial services

HM do Brasil Ltda

Indirectly

CNPJ 07.819.038/0001-30 com sede na Rua Paraíba, n. 1465, sala 1102 – parte, bairro Savassi 2904, Belo Horizonte – MG. CEP: 30.130-148

Brazil

Mineral Exploration

Araguaia Niquel Metais Ltda

Indirectly

CNPJ 97.515.035/0001-03 com sede na Rua Paraíba, n. 1465, sala 1102 – parte, bairro Savassi 2904, Belo Horizonte – MG. CEP: 30.130-148

Brazil

Mineral Exploration

Trias Brasil Mineração Ltda

Indirectly

CNPJ 23.282.280/0001-73 com sede na Rua Paraíba, n° 1465, sala 1102 – Parte, bairro Savassi, Belo Horizonte/MG, CEP 30.130-148, Brazil

Brazil

Mineral Exploration

2.4 (b) Subsidiaries and Acquisitions

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is recognised where an investor is expected, or has rights, to variable returns from its investment with the investee, and has the ability to affect these returns through its power over the investee. Based on the circumstances of the acquisition an assessment will be made as to whether the acquisition represents an acquisition of an asset or the acquisition of asset. In the event of a business acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair value at the date of acquisition. Any excess of the cost of the acquisition over the fair values of the identifiable net assets acquired is recognised as a “fair value” adjustment.

If the cost of the acquisition is less than the fair value of net assets of the subsidiary acquired, the difference is recognised directly in profit or loss. In the event of an asset acquisition assets and liabilities are assigned a carrying amount based on relative fair value.

The results of subsidiaries acquired or disposed of during the year are included in the statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies into line with those used by the Group.

Contingent consideration as a result of business acquisitions is included in cost at its acquisition date assessed value and, in the case of contingent consideration classified as a financial liability, remeasured subsequently through the profit and loss.

2.5 Intangible Assets

(a) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets, liabilities and contingent liabilities of the acquired subsidiary at the date of acquisition. Goodwill arising on the acquisition of subsidiaries is included in ‘intangible assets’. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segment.

(b) Exploration and evaluation assets

The Group capitalises expenditure in relation to exploration and evaluation of mineral assets when the legal rights are obtained and are initially valued and subsequently carried at cost less any subsequent impairment. Expenditure included in the initial measurement of exploration and evaluation assets and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource.

Exploration and evaluation assets arising on business combinations are included at their acquisition-date fair value in accordance with IFRS 3 (revised) ‘Business combinations’. Other exploration and evaluation assets and all subsequent expenditure on assets acquired as part of a business combination are recorded and held at cost.

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas.

Impairment reviews for deferred exploration and evaluation expenditure are carried out on a project by project basis, with each project representing a potential single cash generating unit. In accordance with the requirements of IFRS 6, an impairment review is undertaken when indicators of impairment arise such as:

(i) unexpected geological occurrences that render the resource uneconomic;

(ii) title to the asset is compromised;

(iii) variations in mineral prices that render the project uneconomic;

(iv) substantive expenditure on further exploration and evaluation of mineral resources is neither budgeted nor planned; and

(v) the period for which the Group has the right to explore has expired and is not expected to be renewed.

See note 2.7 for impairment review process if impairment indicators are identified.

Whenever the exploration for and evaluation of mineral resources does not lead to the discovery of commercially viable quantities of mineral resources or the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to profit or loss. Whenever a commercial discovery is the direct result of the exploration and evaluation assets, upon the decision to proceed with development of the asset and initial funding arrangements are in place the costs shall be transferred to a Mine Development asset within property, plant and equipment.

(c) Acquisitions of Mineral Exploration Licences

Acquisitions of Mineral Exploration Licences through acquisition of non-operational corporate structures that do not represent a business, and therefore do not meet the definition of a business combination, are accounted for as the acquisition of an asset and recognised at the fair value of the consideration. Related future consideration if contingent is recognised if it is considered that it is probable that it will be paid.

2.6 Property, plant and equipment

Mine development property

Following determination of the technical feasibility and commercial viability of a mineral resource, the relevant expenditure is transferred from exploration and evaluation assets to mine development property.

Further development costs are capitalised to mine development properties, if and only if, it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably. Cost is defined as the purchase price and directly attributable costs. Once the asset is considered to be capable of operating in a manner intended by management, commercial production is declared, and the relevant costs are depreciated. Evaluated mineral property is carried at cost less accumulated depreciation and accumulated impairment losses.

Short lived Property, plant and equipment

All other property, plant and equipment is stated at historic cost less accumulated depreciation. Historic cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is prob­able that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Major repairs and maintenance are capitalised, all other repairs and maintenance costs are charged to profit or loss during the financial period in which they are incurred.

Depreciation and amortisation

Mine development property is not depreciated prior to commercial production but is reviewed for impairment annually (see “Impairment of assets” section below). Upon commencement of commercial production, mine development property is transferred to a mining property and is depreciated on a units-of-production basis. Only proven and probable reserves are used in the tonnes mined units of production depreciation calculation.

Depreciation is charged on a straight-line basis for all other property, plant and equipment, so as to write off the cost of assets, over their estimated useful lives, using the straight-line method, on the following bases:

Office equipment

25%

Vehicles and other field equipment

25% – 33%

Land is not depreciated. The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount.

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 royalty finance
  • Adjustments to the carrying value of the royalty finance
  • Unwinding of discount and adjustment to carrying value on contingent consideration payable for Araguaia

The capitalisation of adjustments to the carrying values as a result of changes in estimates is an accounting policy choice under IFRS and management have selected to capitalise. To the extent that the Group borrows funds generally and uses them for the purpose of obtaining a qualifying asset, the Group shall determine the amount of borrowing costs eligible for capitalisation by applying a capitalisation rate to the expenditures on that asset. The capitalisation rate shall be the weighted average of the borrowing costs applicable to all borrowings of the entity that are outstanding during the period.

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

2.7 Impairment of non-financial assets

Assets that have an indefinite useful life, such as goodwill are not subject to amortisation and are tested annually for impairment. At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered impairment. Prior to carrying out impairment reviews, the significant cash generating units are assessed to determine whether they should be reviewed under the requirements of IFRS 6 – Exploration for and Evaluation of Mineral Resources or IAS 36 – Impairment of Assets. Such determination is by reference to the stage of development of the project and the level of reliability and surety of information used in calculating value in use or fair value less costs to sell. Impairment reviews performed under IFRS 6 are carried out on a project by project basis, with each project representing a potential single cash generating unit. An impairment review is undertaken when indicators of impairment arise; typically when one of the following circumstances applies:

(i) sufficient data exists that render the resource uneconomic and unlikely to be developed

(ii) title to the asset is compromised

(iii) budgeted or planned expenditure is not expected in the foreseeable future

(iv) insufficient discovery of commercially viable resources leading to the discontinuation of activities

Impairment reviews performed under IAS 36 are carried out when there is an indication that the carrying value may be impaired. Such key indicators (though not exhaustive) to the industry include:

(i) a significant deterioration in the spot price of nickel

(ii) a significant increase in production costs

(iii) a significant revision to, and reduction in, the life of mine plan

If any indication of impairment exists, the recoverable amount of the asset is estimated, being the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. Such impairment losses are recognised in profit or loss for the year.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had

no impairment loss been recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss for the year.

2.8 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 subsidiaries incorporated in the Netherlands is USD, however debt costs capitalised to the mine development asset are recorded in Brazilian Real. The Consolidated Financial Statements are presented in Pounds Sterling, rounded to the nearest pound, which is the Company’s functional and Group’s presentation currency.

(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 31 December 2021 were United States Dollar $1:£0.742 (31 December 2020: $1:£0.73), Brazilian Real (R$):£0.133 (31 December 2020: R$:£0.141).

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

During the year ended 31 December 2021, the Brazilian Real depreciated by 6% since 31 December 2020. Currency translation differences for the year of £2.4 million loss (2020:£8.2million loss) 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.

The foreign exchange loss for the year of £627,145 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.

2.9 Financial instruments

Financial instruments are measured as set out below. Financial instruments carried on the statement of financial position include cash and cash equivalents, trade and other receivables, trade and other payables and loans to group companies.

Financial instruments are initially recognised at fair value when the group becomes a party to their contractual arrangements. Transaction costs directly attributable to the instrument’s acquisition or issue are included in the initial measurement of financial assets and financial liabilities, except financial instruments classified as at fair value through profit or loss (FVTPL). The subsequent measurement of financial instruments is dealt with below.

Financial assets

On initial recognition, a financial asset is classified as:

  • Amortised cost;
  • Fair value through other comprehensive income (FVTOCI) - equity instruments; or
  • FVTPL.

The group does not currently have any financial assets classified as FVTOCI.

Fair value through profit or loss

This category comprises in-the-money derivatives. They are carried in the statement of financial position at fair value with changes in fair value recognised in the profit loss statement.

Amortised cost

Financial assets that arise principally from assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains or losses, together with foreign exchange gains or losses. Impairment losses are presented as separate line item in the statement of profit or loss. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognised in profit or loss and presented net within other gains or losses in the period in which it arises. On derecognition of a financial asset, the difference between the proceeds received or receivable and the carrying amount of the asset is included in profit or loss.

Financial assets at amortised cost consist of trade receivables and other receivables (excluding taxes), cash and cash equivalents, and related party intercompany loans

Impairment provisions for receivables and loans to related parties are recognised based on a forward looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.

Cash and cash equivalents

Cash and cash equivalents are carried in the statement of financial position at cost. For the purpose of the cash flow statement, cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short term highly liquid investments with a maturity of three months or less at the date of purchase.

Financial liabilities

The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired.

Fair value through profit or loss

The group does not currently have any financial liabilities carried at Fair value through Profit and loss.

Special warrant liability

A contract that could result in the delivery of a variable number of the Company’s own ordinary shares is considered a financial liability and is measured at fair value through profit and loss. During the year the Company completed the private placement of special warrants. At the transaction date a liability was recognised because the shares had not been issued but had been paid for. The charge to the statement of comprehensive income reflects the liability was marked to market. When the warrants were exercised the liability was extinguished and recognised in equity. Refer to note 22 for the details of the transaction..

Other financial liabilities

Financial liabilities are subsequently measured at amortised cost using the effective interest method, except for financial liabilities designated at fair value through profit or loss, that are carried subsequently at fair value with gains and losses recognised in the profit and loss statement.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

The Group’s financial liabilities initially measured at fair value and subsequently recognised at amortised cost include accounts payables and accrued liabilities as well as the Group’s Royalty liability.

2.10 Taxation

The tax credit or expense for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

The charge for current tax is calculated on the basis of the tax laws enacted or substantively enacted by the end of the reporting period in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is accounted for using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax assets are recognised on tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the Statement of Financial Position date and are expected to apply to the period when the asset is realised or the liability is settled.

Deferred tax assets and liabilities are not discounted.

2.11 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.12 Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method.

2.13 Leases

All leases are accounted for by recognising a right-of-use assets due to a lease liability except for:

> Lease of low value assets; and

> Leases with duration of 12 months or less

The Group has such short duration leases and lease payments are charged to the income statement with the exception of the Group’s lease for the Belo Horizonte office.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the group’s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

• amounts expected to be payable under any residual value guarantee;

• the exercise price of any purchase option granted in favour of the group if it is reasonable certain to assess that option;

• any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

• lease payments made at or before commencement of the lease;

• initial direct costs incurred; and

• the amount of any provision recognised where the group is contractually required to dismantle, remove or restore the leased asset

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

2.14 Share-based payments and incentives

The Group operates equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of employee services received in exchange for the grant of share options are recognised as an expense. The total expense to be apportioned over the vesting period is determined by reference to the fair value of the options granted:

> including any market performance conditions;

> excluding the impact of any service and non-market performance vesting conditions; and

> including the impact of any non-vesting conditions.

Non-market performance and service conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period the Group revises its estimate of the number of options that are expected to vest.

It recognises the impact of the revision of original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

When options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium.

The fair value of goods or services received in exchange for shares is recognised as an expense.

2.15 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer, the Company’s chief operating decision-maker (“CODM”).

2.16 Finance income

Interest income is recognised using the effective interest method, taking into account the principal amounts outstanding and the interest rates applicable.

2.17 Provisions and Contingent Liabilities

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as finance cost.

Contingent liabilities are potential obligations that arise from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events that, however, are beyond the control of the Group. Furthermore, present obligations may constitute contingent liabilities if it is not probable that an outflow of resources will be required to settle the obligation, or a sufficiently reliable estimate of the amount of the obligation cannot be made.

The company has contingent consideration arising in respect of mineral asset acquisitions. Details are disclosed in note 4.2.

Restoration, Rehabilitation and Environmental Provisions

Management uses its judgement and experience to provide for and amortise the estimated mine closure and site rehabilitation over the life of the mine. Provisions are discounted at a risk-free rate and cost base inflated at an appropriate rate. The ultimate closure and site rehabilitation costs are uncertain and cost estimates can vary in response to many factors including changes to relevant legal requirements or the emergence of new restoration techniques. The expected timing and extent of expenditure can also change, for example in response to changes in ore reserves or processing levels. As a result, there could be significant adjustments to the provisions established which could affect future financial results. Currently there is no provision as all restoration and rehabilitation for activities undertaken to date in line with the agreements for access to land. Once construction and mining operations commence however this is anticipated to become more significant.

Trade and other payables

Accounts payable and other short term monetary liabilities, are initially recognised at fair value, which equates to the transaction price, and subsequently carried at amortised cost using the effective interest method.

3 Financial risk management

The Group is exposed through its operations to the following financial risks:

  • Credit risk
  • Interest rate risk
  • Foreign exchange risk
  • Price risk, and
  • Liquidity risk.

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

(i) Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

  • Trade and other receivables
  • Cash and cash equivalents
  • Trade and other payables
  • Royalty finance
  • Derivative financial assets

3.1 Financial risk factors

The main financial risks to which the Group’s activities are exposed are liquidity and fluctuations on foreign currency. The Group’s over­all risk management programme focusses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

Risk management is carried out by the Board of Directors under policies approved at the quarterly Board meetings. The Board fre­quently discusses principles for overall risk management including policies for specific areas such as foreign exchange.

(a) Liquidity risks

In keeping with similar sized mineral exploration groups, the Group’s continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or various forms of debt funding. Liquidity risk arises from the Group’s management of working capital and the expenditure profile of the group. At present the Group does not have any finance charges and principal repayments that require settlement as the only liabilities it has are contingent upon reaching production. There is however a risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 6 months. All cash, with the exception of that required for immediate working capital requirements, is held on short-term deposit.

The Board receives rolling 12-month cash flow projections on a quarterly basis as well as information regarding cash balances and (as noted above) the value of the Group’s deposits. At the end of the financial year, these projections indicated that the Group expect­ed to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances. The liquidity risk of each group entity is managed centrally by the group treasury function. Each operation has a facility with group treasury, the amount of the facility being based on budgets. The budgets are set locally and agreed by the board in advance, enabling the Group’s cash require­ments to be anticipated.

The following table sets out the contractual maturities of undiscounted financial liabilities:

Up to 3 Months

Between 3 & 12 Months

Between 1 &2 Years

Between 2 & 5 Years

Over 5 Years

Group

£

£

£

£

£

At 31 December 2021

Trade & other payables

16,008,280

-

451,863

-

-

Royalty financing arrangement

-

-

2,375,269

18,236,231

168,625,617

Contingent consideration

-

-

-

-4,452,029

3,710,024

Deferred consideration

-

704,905

704,905

3,339,022

-

Lease liabilities

15,949

47,846

69,408

206,932

-

Total

16,024,229

752,750

3,601,445

26,234,215

172,335,641

The cash flows related to the royalty finance represent the estimated future payments in future years.

Up to 3 Months

Between 3 & 12 Months

Between 1 &2 Years

Between 2 & 5 Years

Over 5 Years

£

£

£

£

£

At 31 December 2020

Trade & other payables

632,407

-

-

-

-

Royalty financing arrangement

-

-

-

9,263,974

148,448,937

Contingent consideration

-

-

-

3,659,485

4,391,382

Lease liabilities

-

-

-

-

-

Total

632,407

-

-

12,923,459

152,840,319

The cash flows related to the royalty finance represent the estimated future payments in future years.

Up to 3 Months

Between 3 & 12 Months

Between 1 &2 Years

Between 2 & 5 Years

Over 5 Years

Company

£

£

£

£

£

At 31 December 2021

Trade & other payables

12,081,730

-

-

-

-

Intercompany loans

2,828,205

-

-

-

-

Contingent consideration

-

-

-

4,452,029

3,710,024

Total

14,909,936

-

-

4,452,029

3,710,024

Up to 3 Months

Between 3 & 12 Months

Between 1 &2 Years

Between 2 & 5 Years

Over 5 Years

£

£

£

£

£

At 31 December 2020

Trade & other payables

280,179

-

-

-

-

Intercompany loans

12,194,094

-

-

-

-

Contingent consideration

-

-

-

3,659,485

4,391,382

Total

12,474,273

-

-

3,659,485

4,391,382

(b) Foreign currency risks

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Brazilian Real, US Dollar and the Pound Sterling.

Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations that are denominated in a foreign currency. The Group holds a proportion of its cash in US Dollars and Brazilian Reals to hedge its exposure to foreign currency fluctuations and recognises the profits and losses resulting from currency fluctuations as and when they arise. The volume of transactions is not deemed sufficient to enter into forward contracts.

At 31 December 2021, if the Brazilian Real had weakened/strengthened by 20% against Pound Sterling with all other variables held constant, post tax loss for the year would have been approximately £4,235,376 (2020: £1,204,049) lower/higher mainly as a result of foreign exchange losses/gains on translation of Brazilian Real expenditure and denominated bank balances. If the USD:GBP rate had increased by 5% the effect would be £232,398 (2020: £372,488.

As of 31 December 2021 the Group's net exposure to foreign exchange risk was as follows:

Functional Currency

Group

USD

2021

USD

2020

GBP
2021

GBP

2020

BRL

2021

BRL

2020

Total

2021

Total

2020

Currency of net

£

£

£

£

£

£

£

£

Financial assets/(liabilities)

GBP

(933,874)

-

-

-

-

-

(933,874)

-

USD

-

-

90,206,582

(1,440,779)

(4,062,876)

-

86,143,706

(1,440,779)

BRL

14,675,359

5,433,840

-

-

-

-

14,675,359

5,433,840

CAD

-

-

6,986,953

57,683

-

-

6,986,953

57,683

EUR

12,830

72,610

-

-

-

-

12,830

72,610

Total net exposure

13,754,315

5,506,450

97,193,535

(1,383,096)

(4,062,876)

-

106,884,972

4,123,354

Company

GBP
2021

GBP

2020

Total

2021

Total

2020

Currency of net

£

£

£

£

Financial assets/(liabilities)

USD

90,037,823

(1,569,868)

90,037,823

(1,569,868)

CAD

6,958,850

30,000

6,958,850

30,000

Total net exposure

96,996,673

(1,539,868)

96,996,673

(1,539,868)

(c) Interest rate risk

As the Group has no drawn down borrowings, it is not exposed to interest rate risk on financial liabilities. The Group’s interest rate risk arises from its cash held on short-term deposit for which the Directors use a mixture of fixed and variable rate deposits. As a result, fluctuations in interest rates are not expected to have a significant impact on profit or loss or equity.

(d) Commodity price risk

The group is exposed to the price fluctuation of its primary product from the Araguaia project, being FerroNickel. The Group has a royal­ty over its Araguaia project which is denominated as a fixed percentage of the product over a certain number of tonnes produced. Given the Group is current in the development phase and is not yet producing any revenue, the costs of managing exposure to commodity price risk exceed any potential benefits. The Directors monitor this risk on an ongoing basis and will review this as the group moves towards production. The Groups exposure to nickel price amounted to the carrying value of the Royalty liability of £33,016,624 (2020: £22,053,341). If the long term nickel price assumption used in the estimation were to increase or decrease by 10% then the effect on the carrying value of the liability would be an increase/decrease of £3,409,321 (2020: £2,279,818).

(e) Credit risk

Credit risk arises from cash and cash equivalents and outstanding receivables including intercompany loan receivable balances. The Group maintains cash and short-term deposits with a variety of credit worthy financial institutions and considers the credit ratings of these institutions before investing in order to mitigate against the associated credit risk.

The Company’s exposure to credit risk amounted to £156,186,302 (2020: £10,935,563) and represents the Group cash positions.

The Company’s exposure to credit risk amounted to £217,170,961 (2020: £70,001,110). Of this amount £69,811,932 (2020: £64,692,156) is due from subsidiary companies and £147,359,029 represents cash holdings (2020: £5,308,954). See note 30 for ad­justments for provisions for expected credit losses for the intercompany receivables from subsidiary companies.

3.2 Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, in order to provide returns for shareholders and to enable the Group to continue its exploration and evaluation activities. The Group has no repayable debt at 31 December 2020 and defines capital based on the total equity of the Group. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares in order to raise further funds from time to time.

As indicated above, the Group holds cash reserves on deposit at several banks and in different currencies until they are required and in order to match where possible with the corresponding liabilities in that currency.

3.3 Fair value estimation

The carrying values of trade receivables and payables are assumed to be approximate to their fair values, due to their short-term nature. The value of contingent consideration is estimated by discounting the future expected contractual cash flows at the Group’s current cost of capital of 7% based on the interest rate available to the Group for a similar financial instrument.

In 2019 the Group entered into a royalty funding arrangement with Orion Mine Finance securing a gross upfront payment of $25,000,000 before fees in exchange for a royalty over the first 426k tonnes of nickel produced from the Araguaia Ferronickel project. The agreement includes several prepayment options embedded within the agreement enabling the Group to reduce the royalty rate, these options are carried at fair value. Details of this agreement are included in note 20.

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

The fair value of cash, other receivables, accounts payable and accrued liabilities and the joint venture obligation approximate their carrying values due to the short-term nature of the instruments.

Fair value measurements recognised in the statement of financial position subsequent to initial fair value recognition can be classified into Levels 1 to 3 based on the degree to which fair value is observable.

Level 1 – Fair value measurements are those derived from quoted prices in active markets for identical assets and liabilities.

Level 2 – Fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly, or indirectly.

Level 3 – Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

Information relating to the basis of determination of the level 3 fair value for the buyback option and consideration of sensitivity to changes in estimates is disclosed in note 20b).

There were no transfers between any levels of the fair value hierarchy in the current or prior years.

4 Critical accounting estimates and judgements

The preparation of the Financial Statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting peri­od and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant items subject to such estimates and judgements include, but are not limited to:

Estimates

Company – Application of the expected credit loss model prescribed by IFRS 9

IFRS 9 requires the Parent company to make assumptions when implementing the forward-looking expected credit loss model. This model is required to be used to assess the intercompany loan receivables from the company’s Brazilian subsidiaries for impairment.

Arriving at the expected credit loss allowance involved considering different scenarios for the recovery of the intercompany loan receivables, the possible credit losses that could arise and the probabilities for these scenarios. The following was considered; the exploration project risk for Vermelho as well as the potential economics as derived from the PFS, positive NPV of the Araguaia projects as demonstrated by the Feasibility Study, ability to raise the finance to develop the projects, ability to sell the projects, market and technical risks relating to the project, participation of the subsidiaries in the Araguaia projects. See note 30 for a discussion on the adjustment passed concerning the impairment loss.

Valuation of derivative financial assets

Valuing derivatives inherently relies on a series of estimates and assumptions to derive what is deemed to be a fair value estimate for a financial instrument. The royalty financing arrangement entered into by the Group includes a Buyback option, an embedded derivatives which was valued using a Monte Carlo simulation method. This methodology of determining fair value is reliant upon estimations including the probability of certain scenarios occurring, the estimated production rate and timeline of production from the Araguaia project, future nickel prices as well as discount factors. The most important estimates in determining the valuation of the Buyback option are the future nickel price and its price volatility. The sensitivity of the valuation to these estimates are considered in note 20b).

Judgements

4.1 Impairment of exploration and evaluation costs

Exploration and evaluation costs which relate solely to Vermelho have a carrying value at 31 December 2021 of £5,949,650 (2020: £6,062,624). Each exploration project is subject to an annual review by either a consultant or senior company geologist to determine if the exploration results returned to date warrant further exploration expenditure and have the potential to result in an econom­ic discovery. This review takes into consideration long-term metal prices, anticipated resource volumes and grades, permitting and infrastructure. In the event that a project does not represent an economic exploration target and results indicate there is no addition­al upside, a decision will be made to discontinue exploration. The judgement exercised by management relates to whether there is perceived to be an indicator of impairment and that management have concluded that there is not, due to the recovery in the Nickel prices, favourable economics of the Pre-Feasibility Study as well as the fundamentals of the nickel market and expected supply gap in the mid-term.

4.2 Contingent and deferred consideration

Contingent consideration has a carrying value of £4,996,761 and deferred consideration has a carrying value of £4,062,876 at 31 December 2021 (2020: £5,927,026). There are two contingent consideration arrangements in place as at 31 December 2021:

  • Payable to Glencore in respect of the Araguaia acquisition - $5m
  • Payable to Vale in respect of the Vale acquisition - $6m

The deferred contingent consideration arrangement in place as at 31 December 2021 is payable to Companhia Brasileira de Alumino (CBA) in respect of plant equipment.

In prior years Management judged that the projects had advanced to a stage that it was probable that the consideration would be paid and so should be recognised in full. This remains the position. In addition, a key estimate in determining the estimated value of the contingent and deferred consideration for Glencore Vale and CBA is the timing of the assumed date of first commercial production. Please refer to Note 19 for an analysis of the contingent and deferred consideration.

4.3 Current and deferred taxation

The Group is subject to income taxes in numerous jurisdictions. Judgment is required in determining the worldwide provision for such taxes. The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will affect the current and deferred income tax assets and liabilities in the period in which such determination is made.

Deferred tax liabilities have been recognised on the carrying value gains in exploration assets arising on the acquisitions of Araguaia Níquel Metais Ltda (formerly Teck Cominco Brasil S.A) and Lontra Empreendimentos e Participações Ltda in 2010. A deferred tax asset in respect of the losses has been recognised on acquisition of Araguaia Níquel Metais Ltda to the extent that it can be set against the deferred tax liability arising on the fair value gains. In determining whether a deferred tax asset in excess of this amount should be rec­ognized management must make an assessment of the probability that the tax losses will be utilized and a deferred tax asset is only recognised if it is considered probable that the tax losses will be utilized.

Other estimates include but are not limited to future cash flows associated with assets, useful lives for depreciation and fair value of financial instruments.

4.4 Accounting for the royalty finance arrangements

The Group has a $25m royalty funding arrangement which was secured in order to advance the Araguaia project towards construction. The royalty pays a fixed percentage of revenue to the holder for production from the first 426k tonnes of nickel produced from the Araguaia project. 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 the prior year 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 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 price of nickel and 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 price and, volatility of the nickel 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 20a) and 20b).

4.5 Determination of commencement of capitalisation of borrowing costs

The date at which the Group commenced capitalisation of borrowing costs was determined to be the point at which the Araguaia Project moved forwards with undertaking an exercise of value engineering to get the project construction ready. This was deemed by management to be at the start of 2020.

5 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.

2021

UK
2021
£

Brazil
2021
£

Netherlands

2021

£

Total
2021
£

Intragroup sales

-

-

-

-

Administrative expenses

(4,733,000)

(814,054)

(131,295)

(5,678,349)

Change in fair value of special warrant liability

(1,174,796)

-

-

(1,174,796)

Change in fair value of derivative

-

-

1,853,282

1,853,282

Profit/(loss) on foreign exchange

(405,739)

26,171

(247,577)

(627,145)

Loss from operations per reportable segment

(6,313,536)

(787,883)

1,474,410

(5,627,009)

Net finance income/(cost)

1,012,324

(136,516)

(4,919,602)

(4,043,794)

Loss before taxation

(5,301,212)

(924,399)

(3,445,192)

(9,670,803)

Depreciation charges

-

16,973

-

16,973

Additions to non-current assets

-

18,374,202

-

18,374,202

Capitalisation of borrowing costs

-

5,248,379

-

5,248,379

Foreign exchange movements to non-current assets

-

(2,144,027)

-

(2,144,027)

Reportable segment assets

157,332,695

67,807,925

3,784,931

228,925,550

Reportable segment non-current assets

-

58,829,158

-

58,829,158

Reportable segment liabilities

17,078,491

8,717,383

33,022,850

58,818,724

2020

UK
2020
£

Brazil
2020
£

Netherlands

2020

£

Total
2020
£

Intragroup sales

219,884

(219,884)

-

-

Administrative expenses

(2,488,200)

(292,492)

(169,044)

(2,949,736)

Fair value movement

-

-

(424,500)

(424,500)

Profit/(loss) on foreign exchange

1,491,281

(547,877)

(192,091)

751,313

Loss from operations per reportable segment

(777,035)

(1,060,253)

(785,635)

(2,622,923)

Finance income

236,986

-

-

236,986

Finance costs

-

-

-

-

Loss before taxation

(540,049)

(1,060,253)

(785,635)

(2,385,937)

Depreciation charges

-

-

-

-

Additions to non-current assets

-

4,017,419

-

4,017,419

Capitalisation of borrowing costs

-

2,100,521

-

2,100,521

Reportable segment assets

5,405,150

42,658,016

1,960,308

50,023,475

Reportable segment non-current assets

-

37,060,819

-

37,060,819

Reportable segment liabilities

5,927,122

346,127

22,059,443

28,332,692

Inter segment revenues are calculated and recorded in accordance with the underlying intra group service agreements.

6 Expenses by nature

2021

2020

Group

£

£

Employment related costs

3,818,517

1,067,047

Professional fees

1,119,158

1,093,299

Exploration costs expensed

-

343,695

Other

740,675

445,695

Total administrative expenses

5,678,350

2,949,736

7 Auditor remuneration

During the year the Group (including its overseas subsidiaries) obtained the following services from the Company’s auditor and its associates:

Group

2021
£

2020
£

Fees payable to the Company’s auditor and its associates for the audit of the parent company and consolidated financial statements

71,935

64,700

Fees payable to the Company’s auditor and its associates for other services:

– Audit of subsidiaries

10,239

10,000

– Audit related assurance services

105,000

35,000

–Tax compliance services

24,932

35,244

8 Finance income and costs

Group

2021
£

2020
£

Finance income:

– Interest income on cash and short-term bank deposits

363,923

151,459

Finance costs:

– Interest on land acquisitions

(122,228)

-

– Contingent consideration: unwinding of discount

(427,804)

(445,066)

– Contingent consideration: change in fair value

(74,927)

764,109

– Contingent consideration: change in estimate

1,419,978

-

– Amortisation of Royalty financing

(3,316,259)

(3,244,873)

– Fair Value adjustment on royalty

(7,134,856)

910,834

Total finance costs

(9,292,173)

(1,863,537)

Less finance costs capitalised

5,248,379

2,100,521

Net finance costs

4,043,794

236,986

9 Income Tax

Group

2021
£

2020
£

Tax charge:

Current tax charge for the year

(51,071)

Deferred tax charge for the year

159,597

Tax on loss for the year

108,526

Reconciliation of current tax

Group

2021
£

2020
£

Loss before income tax

(9,670,803)

(2,385,936)

Current tax at 19% (2020: 19%)

(1,837,453)

(453,328)

Effects of:

Expenses not deducted for tax purposes

735,916

255,888

Tax losses carried forward for which no deferred income tax asset was recognised

1,334,505

83,060

Prior year adjustment

-

(51,071)

Effect of higher overseas tax rates

(232,968)

114,380

Total tax

-

(51,071)

No tax charge or credit arises on the loss for the year.

The corporation tax rate in Brazil is 34%, the Netherlands 25% and the United Kingdom 19%. The group incurred expenses in all of these jurisdictions during the year. The effective tax rate for the year was 23% (2020: 19%).

Deferred income tax

An analysis of deferred tax assets and liabilities is set out below.

Group

2021
£

2020
£

Deferred tax assets

-

1,624,891

Deferred tax liabilities

– Deferred tax liability to be settled after more than 12 months

-

1,624,891

Deferred tax liabilities (net)

-

-

The movement on the net deferred tax liabilities is as follows:

Group

2021
£

2020
£

At 1 January

-

(212,382)

Exchange differences

-

52,785

Adjustment to deferred tax

-

159,597

At 31 December

-

-

Deferred tax assets are recognised on tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable.

Deferred tax liabilities are recognised in respect of fair value adjustments to the carrying value of intangible assets as a result of the acquisition of such assets.

The Group has tax losses of approximately £16,612,453 (2020: £17,603,004) in Brazil and excess management charges of approx­imately £6,866,179 (2020: £2,288,011) in the UK available to carry forward against future taxable profits. Deferred tax assets have been recognised up to the amount of the deferred tax liability arising on the fair value adjustments. Potential deferred tax assets of £4,460,940 (2020: £6,419,743) have not been recognised.

Tax losses are available indefinitely.

10 Intangible assets

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

Group

Goodwill
£

Exploration

Licenses
£

Exploration and
evaluation costs
£

Software

£

Total
£

Cost

At 1 January 2020

210,585

5,157,366

1,689,495

-

7,057,446

Transfer to PPE

-

-

-

-

-

Additions

-

-

-

-

-

Exchange rate movements

(52,337)

(151,785)

(632,451)

-

(836,574)

Net book amount at 31 December 2020

158,248

5,005,581

1,057,043

-

6,220,872

Additions

-

76,768

155,262

68,646

300,676

Amortisation for the year

-

-

-

(1,861)

(1,861)

Exchange rate movements

(9,005)

(292,612)

(52,393)

-

(354,010)

Net book amount at 31 December 2021

149,243

4,789,737

1,159,912

66,785

6,165,677

(a) Exploration and evaluation assets

The exploration licences and exploration and evaluation costs relate to the Vermelho project. No indicators of impairment were identified during the year for the Vermelho project.

Vermelho

In January 2018, the acquisition of the Vermelho project was completed, which resulted in a deferred consideration of $1,850,000 being recognised and accordingly an amount of £1,245,111 was capitalised to the exploration licences held within intangible assets shown above.

On 17 October 2020 the Group published the results of a Pre-Feasibility Study on the Vermelho Nickel Cobalt Project, which confirms Vermelho as a large, high-grade resource, with a long mine life and low-cost source of nickel sulphate for the battery industry.

The economic and technical results from the study support further development of the project towards a full Feasibility Study and included the following:

  • A 38-year mine life estimated to generate total cash flows after taxation of US$7.3billion;
  • An estimated Base Case post-tax Net Present Value1 (‘NPV’) of US$1.7 billion and Internal Rate of Return (‘IRR’) of 26%; 
  • At full production capacity the Project is expected to produce an average of 25,000 tonnes of nickel and 1,250 tonnes of cobalt per annum utilising the High-Pressure Acid Leach process;
  • The base case PFS economics assume a flat nickel price of US$16,400 per tonne (‘/t’) for the 38-year mine life;
  • C1 (Brook Hunt) cash cost of US$8,020/t Ni (US$3.64/lb Ni), defines Vermelho as a low-cost producer; and
  • Initial Capital Cost estimate is US$652 million (AACE class 4).

Nothing has materially deteriorated with the economics of the PFS between the publication date and the date of this report and the Directors undertook an assessment of impairment through evaluating the results of the PFS along with recent market information relating to capital markets and nickel prices and judged that there are no impairment indicators with regards to the Vermelho Project. Nickel prices remain higher than they were at the time of the publication of the PFS and overall sentiment towards battery metals and supply materials have grown more positive over the current year. The BRL has depreciated during the year which could have a positive impact on economics of the project as the revenue is denominated in USD with a significant portion of the costs and capital expenditure denominated in BRL. It has been therefore concluded there are no indicators if impairment.

(b) Goodwill

Goodwill arose on the acquisition of Lontra Empreendimentos e Participações Ltda in 2010. The Directors have determined the recoverable amount of goodwill based on the same assumptions used for the assessment of the Lontra exploration project detailed above. As a result of this assessment, the Directors have concluded that no impairment charge is necessary against the carrying value of goodwill.

11 Property, plant and equipment

Group

Mine

Development Property

£

Vehicles and
other field
equipment
£

Office
equipment
£

Land acquisition £

Total
£

Cost

At 31 December 2019

32,260,061

106,722

14,424

-

32,381,207

Additions

4,008,719

1,234

55,989

87,257

4,153,199

Interest capitalized

2,100,521

-

-

-

2,100,521

Disposals

-

(5,806)

-

-

(5,806)

Foreign exchange movements

(7,662,482)

(25,162)

(13,052)

-

(7,700,717)

At 31 December 2020

30,706,819

76,988

57,361

87,257

30,928,425

Additions

9,890,044

563,534

51,925

7,568,023

18,073,526

Interest capitalized

5,248,379

-

-

-

5,248,379

Transfers

-

481

(481)

-

-

Disposals

-

-

(1,028)

-

(1,028)

Foreign exchange movements

(1,757,108)

(4,369)

(3,255)

(4,965)

(1,769,697)

At 31 December 2021

44,088,134

636,635

104,523

7,650,315

52,479,605

Accumulated depreciation

At 31 December 2019

-

106,239

14,424

-

120,663

Charge for the year

-

6,121

25,275

-

31,396

Disposals

-

(38,224)

-

-

(38,224)

Foreign exchange movements

-

(16,959)

(8,399)

-

(25,358)

At 31 December 2020

-

57,177

31,300

-

88,477

Charge for the year

-

5,584

9,527

-

15,111

Transfers

-

164

(164)

-

-

Disposals

-

-

(125)

-

(125)

Foreign exchange movements

-

(3,243)

(1,776)

-

(5,019)

At 31 December 2021

-

59,682

38,762

-

98,444

Net book amount as at 31 December 2021

44,088,134

576,953

65,761

7,650,315

52,381,161

Net book amount as at 31 December 2020

30,706,819

19,811

26,061

87,257

30,839,948

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 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.

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

The adjacent Araguaia/Lontra/Vila Oito and Floresta exploration sites (the Araguaia Project), together with the Vale dos Sonhos de­posit acquired from Xstrata Brasil Mineração Ltda comprise a resource of a sufficient size and scale to allow the Company to create a significant single nickel project. For this reason, at the current stage of development, these two projects are viewed and assessed for impairment by management as a single cash generating unit.

The mineral concession for the Vale dos Sonhos deposit was acquired from Xstrata Brasil Mineração Ltda, a subsidiary of Glencore Canada Corporation, in November 2015.

The NPV has been determined by reference to the FS undertaken on the Araguaia Project. The key inputs and assumptions in deriving the value in use were, the discount rate of 8%, which is based upon an estimate of the risk adjusted cost of capital for the jurisdiction, capital costs of $443 million, operating costs of $8,194/t Nickel, a Nickel price of US$14,000/t and a life of mine of 28 years.

During the year progress was made in the land acquisition process for the Araguaia project. The deposits were paid to secure the ‘right of way’, these acquisitions amounted to £7.6million. £3.5million of the land and ‘right of way’ purchases is included in trade and other payables as at 31 December 2021.

Sensitivity to changes in assumptions

For the base case NPV of the Araguaia Project of US$401 million using a nickel price of US$14,000/t and US$740 million using US$16,800/t as per the FS to be reduced to the book value of the Araguaia Project as at 31 December 2021, the discount rate applied to the cash flow model would need to be increased from 8% to 17%.

12 Trade and other receivables

Group

Company

2021
£

2020
£

2021
£

2020
£

VAT and other taxes receivable

887,920

262,539

414,353

88,196

Deposits

8,000

8,000

8,000

8,000

Other receivables

9,341,247

-

9,341,247

-

10,237,167

270,539

9,763,600

96,196

Other receivables relates to transaction costs for the US$633million financing package concluded in December 2021. These transaction costs relate to the debt finance agreements and the transaction costs will be offset against the debt when it is drawndown.

13 Cash and cash equivalents

Group

Company

2021
£

2020
£

2021
£

2020
£

Cash at bank and on hand

153,054,239

6,756,255

144,226,966

1,129,646

Short-term deposits

3,132,063

4,179,308

3,132,063

4,179,308

156,186,302

10,935,563

147,359,029

5,308,954

The Group’s cash at bank and short-term deposits are held with institutions with the following credit ratings:

Group

Company

2021
£

2020
£

2021
£

2020
£

A+

147,315,486

5,264,882

147,308,088

5,251,913

A

86,038

245,517

-

-

AAA

-

4,522,146

-

-

BAA

-

57,041

-

57,041

BB

-

735,807

-

-

BB-

8,504,893

-

-

-

BBB+

50,941

-

50,941

-

B+

112,006

-

-

-

NA

116,938

110,170

-

-

156,186,302

10,935,563

147,359,029

5,308,954

The cash deposited with the institution with no credit rating is only held short term and the expected credit loss is not as­sessed as material.

14 Share capital

Group and Company

2021
Number

2021
£

2020
Number

2020
£

Issued and fully paid

Ordinary shares of 1p each

At 1 January

1,449,377,287

14,493,773

1,446,377,287

14,463,773

Issue of ordinary shares

2,264,928,203

22,649,282

3,000,000

30,000

Conversion of special warrants into shares

88,060,100

880,601

-

-

At 31 December

3,802,365,590

38,023,656

1,449,377,287

14,493,773

Share capital comprises amount subscribed for shares at the nominal value.

2021

On 19 February 2021, 162,718,353 new ordinary shares were placed with new and existing investors at a price of 7.5 pence per share. The gross proceeds raised in the placement was £12,203,876 and issue costs amounted to £740,401.

On 14 April 2021, the 88,060,100 Special Warrants were converted to 88,060,100 ordinary shares of the Company, refer to note 11 for more details on the Special Warrants.

On 23 December 2021, 2,102,209,850 new ordinary shares were placed with new and existing investors at a price of 7.0 pence per share. The gross proceeds raised in the placement was £147,230,250 and issue costs amounted to £5,164,623.

2020

On 3 September 2020 the Group issued 3,000,000 new ordinary shares at a price of 3.1 pence per share in relation to the exercise of options by an employee of the Company.

15 Share premium

Group and Company

2021
£

2020
£

At 1 January

41,848,306

41,785,306

Premium arising on issue of ordinary shares

136,784,844

63,000

Issue costs

(5,904,761)

-

Premium arising on conversion of special warrants into shares

5,795,235

-

Special warrants issue costs

(594,975)

-

At 31 December

177,928,649

41,848,306

Share premium comprises the amount subscribed for share capital in excess of nominal value.

16 Share-based payments

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 nor the Group has any legal or constructive obli­gation to settle or repurchase the options in cash.

Movements on number of share options and their related exercise price are as follows:

Number of
options
2021

Weighted
average
exercise
price
2021
£

Number of
options
2020

Weighted
average
exercise
price
2020
£

Outstanding at 1 January

125,350,000

0.051

136,300,000

0.055

Forfeited

(11,050,000)

0.139

(7,950,000)

0.140

Exercised

-

-

(3,000,000)

0.031

Granted

-

-

-

-

Outstanding at 31 December

114,300,000

0.0425

125,350,000

0.051

Exercisable at 31 December

114,300,000

0.0425

125,350,000

0.051

The options outstanding at 31 December 2021 had a weighted average remaining contractual life of 4.47 years (2020: 5.80 years).

The fair value of the share options was determined using the Black-Scholes valuation model.

No new options were issued during 2020 and 2021.

The expected volatility is based on historical volatility for the six months prior to the date of grant. The risk free rate of return is based on zero yield government bonds for a term consistent with the option life.

The range of option exercise prices is as follows:

Range of exercise prices (£)

2021
Weighted
average
exercise price
(£)

2021
Number of
shares

2021
Weighted
average
remaining life
expected
(years)

2021
Weighted
average
remaining life
contracted
(years)

2020
Weighted
average
exercise price
(£)

2020
Number of
shares

2020
Weighted
average
remaining life
expected
(years)

2020
Weighted
average
remaining life
contracted
(years)

0–0.1

0.042

113,800,000

4.49

4.49

0.042

115,700,000

6.21

6.21

0.1–0.2

0.154

500,000

0.73

0.73

0.154

9,650,000

0.93

0.93

17 Other reserves

Merger

Translation

Other

reserve

reserve

reserve

Total

Group

£

£

£

£

At 1 January 2020

10,888,760

(14,507,590)

(1,048,100)

(4,666,930)

Other comprehensive income

Currency translation differences

(8,151,944)

(8,151,944)

At 31 December 2020

10,888,760

(22,659,534)

(1,048,100)

(12,818,874)

Other comprehensive income

-

-

-

-

Currency translation differences

-

(2,418,094)

-

(2,418,094)

At 31 December 2021

10,888,760

(25,077,628)

(1,048,100)

(15,236,968)

Company

Merger
reserve
£

Total
£

At 1 January 2020 and 31 December 2020

10,888,760

10,888,760

At 1 January 2021 and 31 December 2021

10,888,760

10,888,760

Other reserve

The other reserve arose on consolidation as a result of merger accounting for the acquisition of the entire issued share capital of Horizonte Exploration Limited during 2006 and represents the difference between the value of the share capital and premium issued for the acquisition and that of the acquired share capital and premium of Horizonte Exploration Limited.

Merger Reserve

During the year ended 31 December 2010 the Company acquired 100% of Teck Cominco Brasil S.A and Lontra Empreendimentos e Participações Ltda (refer note 5). These acquisitions were effected by the issue of shares in Horizonte Minerals plc. These shares qualified for merger relief under section 612 of the Companies Act 2006. In accordance with section 612 of the Companies Act 2006 the premium on the shares issued was recognised in a separate reserve within equity called merger reserve.

Currency translation differences relate to the translation of Group entities that have a functional currency different from the presentation currency (refer note 2.8). Movements in the translation reserve are linked to the changes in the value of the Brazilian Real against the Pound Sterling: the intangible assets of the Group are located in Brazil, and their functional currency is the Brazilian Real, which decreased in value against Sterling during the year.

18 Trade and other payables

Group

Company

2021

2020

2021

2020

£

£

£

£

Non-current

Trade and other payables

451,863

-

-

-

Current

Trade and other payables

3,381,704

304,461

-

123,657

Social security and other taxes

572,431

83,203

33,811

31,822

Accrued expenses

12,054,145

244,743

12,047,919

124,700

16,008,280

632,407

12,081,730

280,179

Total trade and other payables

16,460,144

632,407

12,081,730

280,179

19. Contingent and deferred consideration

19.1 Contingent Consideration payable to Xstrata Brasil Mineração Ltda

On 28 September 2015 the Company announced that it had reached agreement to indirectly acquire through wholly owned subsidiar­ies in Brazil the advanced high-grade Glencore Araguaia nickel project (GAP) in north central Brazil. GAP is located in the vicinity of the Company’s Araguaia Project.

Pursuant to a conditional asset purchase agreement (Asset Purchase Agreement) between, amongst others, the Company and Xstrata Brasil Exploraçâo Mineral Ltda (Xstrata), a wholly-owned subsidiary of Glencore Canada Corporation (Glencore), the Company has agreed to pay a total consideration of US$8 million to Xstrata, which holds the title to GAP. The consideration is to be paid according the following schedule;

  • US$2,000,000 in ordinary shares in the capital of the Company which was settled by way of issuing new shares in the Company as follows: US$660,000 was paid in shares to a subsidiary of Glencore during 2015 and the transfer of the Serra do Tapa and Pau Preto deposit areas (together: SdT) during 2016 initiated the final completion of the transaction with a further US$1,340,000 shares in the Company issued.
  • US$1,000,000 after the date of issuance of a joint Feasibility Study for the combined Araguaia & GAP project areas, to be satisfied in HZM Shares (at the 5 day volume weighted average price taken on the tenth business day after the date of such issuance) or cash, at the election of the Company. Of this $330,000 is due upon the inclusion of Vale dos Sonhos in a Feasibility Study and $670,000 for Serra do Tapa, during 2018 a Feasibility Study including Vale dos Sonhos was published and the consideration settled by way of issuing 13,855,487 new Shares in the Company occurred during 2019. Serra do Tapa is not included in the current project plans, therefore management have concluded it’s not currently probable that the consideration for Serra do Tapa will be paid. This consideration is therefore not included in contingent consideration; and
  • The remaining US$5,000,000 consideration will be paid in cash, as at the date of first commercial production from any of the resource areas within the Enlarged Project area. Following transfer of the concession for the VdS deposit area to a subsidiary of the Company, this has been included in contingent consideration payable.

The contingent consideration payable to Xstrata Brasil Mineração Ltda for the acquisition of the Araguaia project has a carrying value of £1,713,002 at 31 December 2021 (31 December 2020: £2,893,877). It comprises US$5,000,000 consideration in cash as at the date of first commercial production of ferronickel product (excluding the commissioning period) from any of the resource areas covered in the purchase agreement, i.e. Vale dos Sonhos (VDS) and Serra do Tapa (SDT). The key assumptions underlying the treatment of the contingent consideration of US$5,000,000 is a discount factor of 7.0% along with the estimated date of first commercial production from the VDS and SDT permits. During the year the estimated date of first commercial production from the VDS and SDT permits was revised to align with the mine plan. The Group has finalised its mine plan for the Araguaia Project which was approved as part of the investment decision for the Araguaia project finance package which was successfully concluded in December 2021. The mine plan anticipates production from VDS permit to commence 9 years after the Araguaia project first production date and thus it was deemed reasonable to estimate the change in timing of the contingent consideration.

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 are capitalised to the mine development asset.

19.2 Contingent consideration payable to Vale Metais Basicos S.A.

  • On 19 December 2017 the Company announced that it had reached an agreement with Vale S.A (“Vale”) to indirectly acquire through wholly owned subsidiaries in Brazil, 100% of the advanced Vermelho nickel-cobalt project in Brazil (“Vermelho”). 
  • The terms of the Acquisition required Horizonte to pay an initial cash payment of US$150,000 with a further US$1,850,000 in cash payable on the second anniversary of the signing of the asset purchase agreement. This was paid by the Group in December 2019 and is no longer included in deferred consideration.
  • A final payment of US$6,000,000 in cash is payable by Horizonte within 30 days of first commercial sale of product from Vermelho. Management have assessed that with the publication of the Pre-Feasibility Study during 2019 for the Vermelho project, there is a reasonable probability that the project will advance through to production and therefore have recognised this contingent consideration within liabilities for the first time during the year.

The contingent consideration payable to Vale Metais Basicos S.A. for the acquisition of the Vermelho project has a carrying value of £3,283,758 at 31 December 2021 (31 December 2020: £3,033,148). 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.

The finance costs in respect of this contingent consideration are expensed as the Vermelho project has not entered the construction phase.

19.3 Deferred consideration payable to Companhia Brasileiro de Aluminio

On 8 December 2021 the Group’s subsidiary Araguaia Niquel Metais Ltda (ANM) entered into an asset purchase agreement to purchase certain new and unused ferronickel processing equipment (the “Processing Equipment”) from Companhia Brasileira de Alumínio (“CBA”).

The Processing Equipment comprises the key components of a conventional rotary kiln electric furnace plant (“RKEF”), excluding the furnace, and is expected to provide meaningful synergies in relation to the development of the Araguaia ferronickel project.

An upfront cost of US$600,000 is payable in cash on signing with a total consideration of up to US$7,000,000, with the balance payable upon the achievement of future milestones related to the development and operation of Araguaia. As part of the transaction CBA will continue to perform care and maintenance activities going forward until it is removed from the existing site.

The total consideration of up to US$7 million payable by ANM will be paid according to the following schedule:US$600,000 payable on execution of the Agreement:

      • US$950,000 upon the removal of 80% of the Processing Equipment from CBA’s Niquelândia operations;
      • US$950,000 upon reaching 50% completion of Araguaia plant construction;
      • 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
      • 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.

In addition the contract provides that each component of the Purchase Price shall be deemed immediately due and payable to the Seller at the long stop date of December 31, 2027. The deferred consideration payable to CBA has a carrying value of £4,062,876 at 31 December 2021 (31 December 2020: £nil). The key assumptions underlying the treatment of the deferred consideration of US$7,000,000 is a discount factor of 7.0% along with the estimated date of completion of the project milestones as outlined above.

The critical assumptions underlying the treatment of the contingent and deferred considerations are set out in note [4.2].

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

£

£

£

£

At 1 January 2020

-

2,975,935

3,270,134

6,246,069

Unwinding of discount

-

213,285

231,780

445,065

Change in carrying value and foreign exchange

-

(295,343)

(468,766)

(764,109)

At 31 December 2020

-

2,893,877

3,033,148

5,927,025

Initial recognition

4,043,991

-

-

4,043,991

Unwinding of discount

14,288

201,899

211,616

427,803

Change in estimate

-

(1,419,978)

-

(1,419,978)

Change in carrying value and foreign exchange

4,597

37,204

38,994

80,795

At 31 December 2021

4,062,876

1,713,002

3,283,758

9,059,636

Reclassification to current liabilities

(704,246)

-

-

(704,246)

At 31 December 2021

3,358,630

1,713,002

3,283,758

8,355,390

The change in estimate during 2021 relates revisions to the estimated payment date of the Xstrata Brasil Mineração Ltda contingent consideration as a result of the start date of commercial production at the VDS and SDT areas being extended.

20 a) 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. At inception of the loan the rate has been estimated at 2.65%, at year end the rate has been revised to 2.95%. The royalty is paid over the first 426k tonnes of nickel produced from the Araguaia Ferronickel project. The Royalty agreement has certain provisions to increase the headline royalty rate should there be delays in securing project financing beyond a pre agreed timeframe. 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 20 b).

The Royalty liability has initially been recognised using the amortised cost basis using the 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 long-term nickel price used in the royalty valuation as at 31 December 2021 is $16,945/t Ni.

£

Net book amount at 1 January 2020

20,570,411

Unwinding of discount

3,244,873

Change in carrying value

(910,834)

Effects of foreign exchange

(851,109)

Net book amount at 31 December 2020

22,053,341

Unwinding of discount

3,316,259

Change in carrying value

7,134,856

Effects of foreign exchange

512,168

Net book amount at 31 December 2021

33,016,624

Management have sensitised the carrying value of the royalty liability by a change in the royalty rate to 3% (maximum royalty rate in the agreement) and it would be £559,604 higher/lower and for a $1,000/t Ni increase/decrease in future nickel price the carrying value would change by £2,011,950.

b) Derivative financial asset

The aforementioned 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:
    • 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;
    • 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
    • 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 been fair valued using a Monte Carlo simulation which runs a high number of scenarios in order to derive an estimated valuation.

The assumptions for the valuation of the Buy Back Option 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%).

£

Value as at 1 January 2020

2,246,809

Change in fair value

(424,500)

Effects of foreign exchange

(65,756)

Value as at 31 December 2020

1,756,553

Change in fair value

1,853,282

Effects of foreign exchange

63,089

Value as at 31 December 2021

3,672,924

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.

21 Right of use assets and lease liability

In December 2021, Araguaia Niquel Metais Ltda entered into a commercial lease agreement for an office property in Belo Horizonte. The duration of the lease will be for 5 years. The instalments in the first year will be BRL 40,000 per month and in years 2 to 5 the monthly instalment will be BRL 43,520.

The right of use asset and lease liability was recognised in December 2021 at inception of the lease.

Right of use asset

£

Initial recognition

282,320

Value as at 31 December 2021

282,320

Lease liability

Initial recognition

282,320

Reclassified to current liabilities

(43,604)

Non-current lease liability

238,716

22 Special warrant liability

On 9 March 2021 the Company completed the private placement of special warrants (the “Special Warrants), raising gross proceeds of £6.7 million (the “Offering”) including the full exercise of the underwriters’ option.

Pursuant to the Offering, the Company issued 88,060,100 Special Warrants at a price of 7.5 pence per share per Special Warrant. Each Special Warrant, subject to the Penalty Provision (as defined below) and subject to adjustments in certain circumstances, shall be deemed to be exercised for one Ordinary Share in the capital of the Company (each, an “Underlying Share”) without any required action on the part of the holders (including payment of additional consideration) on the date on which the earlier of the following occurs:

(i) the third business day following the date on which a final receipt is obtained from the applicable securities regulator on behalf of the securities regulatory authorities in each of the provinces of British Columbia and Ontario (the “Final Receipt”), for the final qualification prospectus (the “Qualification Prospectus”) qualifying the Underlying Shares for distribution; and

(ii) 4:59 p.m. (Toronto time) on 10 July 2021.

The Company agreed to use commercially reasonable efforts to qualify the Underlying Shares for distribution in Canada, and to obtain the Final Receipt therefor, on or prior to 28 April 2021. In the event the Final Receipt was not received on or before 18 April 2021, each Special Warrant entitled the holder thereof to receive, upon the exercise or deemed exercise thereof, as applicable, 1.1 Underlying Shares without further payment on the part of the holder (the “Penalty Provision”).

The Special Warrants contained terms that could have resulted in variability in the number of common shares issued, with an increase in the conversion ratio if the final prospectus was not filed by 28 April 2021. Accordingly, the Special Warrants were classified as a derivative financial instrument under IFRS and measured at fair value through profit and loss. On initial recognition, the carrying value of the liability was equal to the net proceeds of £6,178,222 .

The receipt for the Final Prospectus was confirmed on 9 April 2021. On 14 April 2021, the 88,060,100 Special Warrants were converted to 88,060,100 ordinary shares of the Company with no penalty. Upon the conversion of the Special Warrants to ordinary shares, the fair value of the Special Warrants as at 14 April 2021 was transferred to Share Capital and Share Premium. The fair value of the Special Warrants as at 14 April 2021, was determined to be £7,255,657. The change in fair value from the date of issuance on 9 March 2021 to the date of exercise on 14 April 2021, an unrealised loss of $1,174,796 was recognized related to Special Warrants.

£

Gross proceeds from issue of share warrants

6,675,836

Issue costs

(594,975)

Effects of change in fair value and foreign exchange

1,174,796

Conversion of share warrants into shares

(7,255,657)

Value as at 31 December 2021

-

23 Note to statement of cash flows

Below is a reconciliation of borrowings from financial transactions:

Royalty Financing

Derivative asset

Total

£

£

£

As at 1 January 2020

20,570,411

(2,246,809)

18,323,602

Non cash flow adjustments:

Unwinding of discount

3,244,873

-

3,244,873

Change in fair

value

(910,834)

424,500

(486,334)

Effects of foreign exchange

(851,109)

65,756

(785,353)

Total non-current borrowings 31 December 2020

22,053,341

(1,756,553)

20,296,788

Unwinding of discount

3,316,259

-

3,316,259

Change in fair value

7,134,856

(1,853,282)

5,281,574

Effects of foreign exchange

512,168

(63,089)

449,079

Total non-current borrowings 31 December 2021

33,016,624

(3,672,924)

29,343,700

24 Dividends

No dividend has been declared or paid by the Company during the year ended 31 December 2021 (2020: nil).

25 Earnings per share

(a) Basic

The basic loss per share of 0.568p loss per share (2020 loss per share: 0.157p) is calculated by dividing the loss attributable to owners of the parent by the weighted average number of ordinary shares in issue during the year.

2021

2020

Group

£

£

Loss attributable to owners of the parent

(9,670,803)

(2,277,411)

Weighted average number of ordinary shares in issue

1,703,513,618

1,447,323,588

(b) Diluted

The basic and diluted loss per share for the years ended 31 December 2021 and 31 December 2020 are the same as the current year result for the year was a loss, the options and warrants outstanding would be anti-dilutive. Therefore, the dilutive loss per share is considered as the same as the basic loss per shares.

On 19 February 2021, 162,718,353 new ordinary shares were placed with new and existing investors at a price of 7.5 pence per share.

On 14 April 2021, the 88,060,100 Special Warrants were converted to 88,060,100 ordinary shares of the Company, refer to note 11 for more details on the Special Warrants.

On 23 December 2021, 2,102,209,850 new ordinary shares were placed with new and existing investors at a price of 7.00 pence per share.

On 3 September 2020 the Group issued 3,000,000 new ordinary shares at a price of 3.1 pence per share in relation to the exercise of options by an employee of the Company.

Details of share options that could potentially dilute earnings per share in future periods are set out in note 16.

26 Related party transactions

The following transactions took place with subsidiaries in the year:

Amounts totalling £5,147,750 (2020: £5,464,756) were lent to Horizonte Nickel IOM Ltd and Champol IOM Ltd finance exploration work during 2021, by Horizonte Minerals Plc. No interest is charged on balances outstanding during the year. The amounts are repayable on demand.

See note 30 for balances with subsidiaries at the year end.

All Group transactions were eliminated on consolidation.

27 Ultimate controlling party

The Directors believe there to be no ultimate controlling party.

28 Employee benefit expense (including Directors and Key Management)

Group

Company

2021

2020

2021

2020

Group

£

£

£

£

Wages and salaries

5.417.395

2,180,283

3,996,570

1,384,126

Social security costs

629,206

269,069

386,904

161,157

Indemnity for loss of office

81,040

1,315

-

-

6,127,641

2,450,667

4,383,474

1,545,283

Management

12

13

8

8

Field staff

38

24

3

-

Average number of employees including Directors and Key Management

50

37

11

8

Employee benefit expenses includes £2,311,546 (2020: £1,110,358) of costs capitalised and included within intangible non-current assets.

29 Investments in subsidiaries

2021

2020

Company

£

£

Shares in Group undertakings

2,348,142

2,348,142

2,348,142

2,348,142

Investments in Group undertakings are stated at cost.

On 23 March 2006 the Company acquired the entire issued share capital of Horizonte Exploration Limited by means of a share for share exchange; the consideration for the acquisition was 21,841,000 ordinary shares of 1 penny each, issued at a premium of 9 pence per share. The difference between the total consideration and the assets acquired has been credited to other reserves.

30 Loans to and from subsidiaries

Balances with subsidiaries at the year-end were:

2021

2020

Assets/(Liabilities)

Assets/(Liabilities)

Company

£

£

Loans to subsidiaries

HM Brazil (IOM) Ltd

6,297,961

6,297,961

Horizonte Nickel (IOM) Ltd

58,491,543

53,530,300

Champol (IOM) Ltd

4,769,422

4,610,891

Horizonte Minerals (IOM) Ltd

253,004

253,004

Total

69,811,930

64,692,156

Loans from subsidiaries

HM Exploration Ltd

(413,930)

(413,930)

Cluny (IOM) Ltd

-

(37,783)

Nickel Production Services B.V.

(2,414,275)

(11,742,382)

Total

(2,828,205)

12,194,095

The loans to Group undertakings are repayable on demand and currently carry no interest, however there is currently no expectation of repayment within the next twelve months and therefore loans are treated as non-current.

1 January 2020

Transfers

Amounts advanced during year

Expected credit loss

2020

Amounts advanced during year

Expected credit loss

2021

Company

£

£

£

£

£

£

£

£

HM do Brasil Ltda

944,928

(2,173,475)

283,619

944,928

-

-

-

-

HM Brazil (IOM) Ltd

3,149,326

2,173,473

524,962

450,200

6,297,961

-

-

6,297,961

Horizonte Nickel (IOM) Ltd

35,641,959

17,409,339

479,003

-

53,530,300

4,961,243

-

58,491,543

Araguaia Niquel Mineração Ltda

10,244,039

(11,434,152)

1,190,112

-

-

-

-

-

Horizonte Minerals (IOM) Ltd

253,004

-

-

-

253,004

-

-

253,004

Typhon Brasil Mineração Ltda

4,378,487

(7,967,759)

1,712,777

1,876,495

-

-

-

-

Trias Brasil Mineração Ltda

-

(1,012,620)

-

1,012,620

-

-

-

-

Champol (IOM) Ltd

-

4,150,055

1,274,283

(813,447)

4,610,891

186,507

(27,976)

4,769,422

Cluny (IOM) Ltd

801,403

(1,144,861)

-

343,458

-

-

-

-

Total

55,413,146

-

5,464,746

3,814,254

64,692,156

5,147,750

(27,976)

69,811,930

The Gross and net intercompany loan position following the expected credit loss as each year end is set out below:

2021

2020

Gross loan

Expected credit loss

Net loan

Gross loan

Expected credit loss

Net loan

Company

£

£

£

£

£

£

HM do Brasil Ltda

-

-

-

-

-

-

HM Brazil (IOM) Ltd

8,997,087

(2,699,126)

6,297,961

8,997,087

(2,699,126)

6,297,961

Horizonte Nickel (IOM) Ltd

58,491,543

-

58,491,543

53,530,300

-

53,530,300

Araguaia Niquel Mineração Ltda

-

-

-

-

-

-

Horizonte Minerals (IOM) Ltd

253,004

-

253,004

253,004

-

253,004

Typhon Brasil Mineração Ltda

-

-

-

-

-

-

Trias Brasil Mineração Ltda

-

-

-

-

-

-

Champol (IOM) Ltd

5,611,085

(841,663)

4,769,422

5,424,578

(813,687)

4,610,891

Cluny (IOM) Ltd

-

-

-

-

-

-

Total

73,352,719

(3,540,789)

69,811,930

68,204,969

(3,512,813)

64,692,156


Impairment provisions for receivables and loans to related parties are recognised based on using the general approach to determine if there has been a significant increase in credit risk since initial recognition and whether the receivables and loans are credit impaired in accordance with IFRS9.

The loan to the subsidiary companies, are classified as repayable on demand. IFRS 9 requires consideration of the expected credit risk associated with the loans. As the subsidiary companies do not have any liquid assets to sell to repay the loan, should it be recalled, the conclusion reached was that the loan should be categorised as credit impaired.

As part of the assessment of expected credit losses of the intercompany loan receivable, the Directors have assessed the cash flows associated with a number of different recovery scenarios. This included consideration of the:

  • Exploration and development project risk,
  • positive NPV of the Araguaia project as demonstrated by the Feasibility Study
  • positive NPV of the Vermelho Nickel Cobalt Project demonstrated by the Pre-Feasibility Study
  • ability to raise the finance to develop the projects
  • ability to sell the projects
  • market and technical risks relating to the projects
  • participation of the subsidiaries in the Araguaia project

The directors have concluded that certain amounts may not be fully recovered giving rise to the expected credit loss adjustment. After taking into consideration all of the above factors the rate of expected credit loss varies from 0% (2020: 0%) for the Araguaia proj­ect, to 30% (2020: 30%) for the receivables from HM Brazil and 15% (2020: 15%) for the Vermelho Project. The reduction in expected credit loss assessment for HM Brazil is due Araguaia’s the further progress towards development and continuing improving pros­pects for Vermelho.

The credit loss allowance was assessed at the date of 31 December 2021. There was no change in the expected credit loss allowance at the year end.

31 Commitments

Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:

2021

2020

Group

£

£

Intangible assets

7,314,000

Capital commitments relate to contractual commitments for metallurgical, economic and environmental evaluations by third parties. Once incurred these costs will be capitalised as intangible exploration asset additions. The contract relating to items of plant and equipment, which was the disclosed capital commitment at 31 December 2020, was completed in December 2021. Refer to note 17 for the details of the agreement concluded with Companhia Brasileira de Alumínio. At the time of this report the Group was in the process of concluding equipment purchase contracts which are key to the commencement of the Araguaia project construction.

32 Contingent Liabilities

Other Contingencies

The Group believes that there are no substantive financial claims and legal proceedings against it as at 31 December 2021. As a result, no provision and no disclosure has been made in these financial statements for the year ended 31 December 2021.

33 Financial Instruments

Financial Assets

Fair Value

Amortised cost

Total

Fair Value

Amortised cost

Total

2021

2021

2021

2020

2020

2020

Group

£

£

£

£

£

£

Cash and cash equivalents

-

156,186,302

156,186,302

-

10,935,563

10,935,563

Derivative financial asset

3,672,924

-

3,672,924

1,756,553

-

1,756,553

Total

3,672,924

156,186,302

159,859,226

1,756,553

10,935,563

12,692,116

Amortised cost

2021

2020

Company

£

£

Cash and cash equivalents

147,359,029

5,308,954

Loans to subsidiaries

69,811,930

64,692,156

Total

217,170,959

70,001,110

Financial Liabilities

Amortised cost

2021

2020

Group

£

£

Trade and other payables

16,460,143

632,407

Contingent consideration

4,996,761

5,927,025

Deferred consideration

4,062,876

-

Royalty Finance

33,016,624

22,053,341

Total

58,536,404

28,612,773

Amortised cost

2021

2020

Company

£

£

Trade and other payables

12,081,730

694,110

Contingent consideration

4,996,761

5,927,025

Loans from subsidiary

2,828,205

11,780,164

Total

19,906,696

18,401,299

Financial instruments not measured at fair value includes cash and cash equivalents, trade and other receivables, trade and other payables, and, contingent and deferred consideration which are discounted.

34 Parent Company Guarantee

Horizonte Minerals plc has, together with other group companies, provided a parent guarantee to Orion Mine Finance related to the $25 Million Royalty Financing arrangement granted by Nickel Production Services B.V. in respect of the project owned by Araguaia Níquel Metais Ltda during the financial year. The royalty payments are conditional upon entering into commercial production and therefore cannot become due until this is achieved. Horizonte Mineral plc’s obligation to pay under the guarantee only arises if Nickel Production Services B.V. as grantor of the royalty or any of the other provider of a parent guarantee fails to make any payment under the royalty agreement. The Company considers the probability of such scenarios to be minimal at the current stage of the business’ development and therefore any fair value assessment of such potential financial liability has been deemed to be immaterial

35 Events after the reporting date

On 15 March 2022 Araguaia Niquel Metais LTDA, a wholly owned subsidiary of the Group entered into legally binding documentation including a comprehensive intercreditor agreement and loan agreements with two export credit agencies in relation its senior secured project finance debt facility of US$346.2 million.

The Senior Debt Facility will include the following:

  • Commercial senior facility of US$200,000,000 provided by the Senior Lenders;
  • ECA facility of US$74,562,000 guaranteed by EKF;
  • ECA facility of US$71,638,000 guaranteed by Finnvera;

First drawdown under the Senior Debt Facility is expected to occur in the fourth quarter of 2022 following satisfaction of certain conditions precedent customary for transactions of this nature.

On 15 March 2022 Horizonte Minerals confirmed the satisfaction of material conditions precedent in relation to the US$ 65 million Convertible Loan Note with full draw down on this expected to follow shortly afterwards.

On 15 March 2022 Horizonte signed binding loan documentation in relation to a US$25 million Cost Overrun Facility (“COF”). Entering into the COF is a condition precedent to first drawdown under the Senior Debt Facility. The COF will be available for drawdown in the case of a cost overrun against the construction schedule and budget, subject to certain conditions including the Company having deployed 90% of the funding from the equity fundraise and convertible notes toward the construction of the Araguaia ferronickel project.