Traders looking ahead to the additional fiscal stimulus and other government spending
|Bid||0.1550 x 0|
|Ask||0.1650 x 0|
|Day's Range||0.1650 - 0.1650|
|52 Week Range||0.0300 - 0.2000|
|Beta (5Y Monthly)||2.01|
|PE Ratio (TTM)||N/A|
|Forward Dividend & Yield||N/A (N/A)|
|1y Target Est||0.40|
TORONTO, Dec. 23, 2020 (GLOBE NEWSWIRE) -- 9 Capital Corp. (the “Company”) announces that it has entered into a binding agreement dated December 23, 2020 (the “Letter Agreement”) with Churchill Diamond Corporation (“Churchill”), an arm’s length, Ontario based mineral exploration company which currently holds three mineral exploration projects in Canada, to effect a business combination of the two companies (the “Proposed Transaction”). The Proposed Transaction will be a reverse takeover of the Company by Churchill and its shareholders. Churchill is a private Ontario company managed by career mining industry professionals which currently holds three exploration projects, namely Taylor Brook in Newfoundland, Pelly Bay in Nunavut and White River in Ontario. All three projects are at the evaluation stage, with known mineralized Ni-Cu-Co showings at Taylor Brook and Pelly Bay, and diamondiferous kimberlitic intrusives at White River.The Company is a Capital Pool Company (“CPC”) and intends the Proposed Transaction to constitute its Qualifying Transaction (the “Qualifying Transaction”) under the policies of the TSX Venture Exchange (the “Exchange”).The TransactionIt is currently anticipated that the Proposed Transaction will be effected by way of a three-cornered amalgamation, share exchange, merger, amalgamation, arrangement or other similar form of transaction as is acceptable to the parties.On or immediately prior to the completion of the Proposed Transaction, it is anticipated that: (i) the Company will effect a name change to such name as may be determined by Churchill; and (ii) the Company will consolidate the issued and outstanding common shares in the capital of the Company (the “9 Capital Shares”) on the basis of one “new” 9 Capital Share for every 1.7 “old” 9 Capital Shares issued and outstanding (the “Consolidation”).Pursuant to the Proposed Transaction, holders of the issued and outstanding common shares of Churchill (the “Churchill Shares”) will receive one 9 Capital Share (as they exist on a post-Consolidation basis) for each Churchill Share held (the “Exchange Ratio”). Pursuant to the Proposed Transaction, all existing securities convertible into Churchill Shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase 9 Capital Shares on substantially similar terms and conditions.There are currently an aggregate of 11,920,501 9 Capital Shares issued and outstanding, as well as 1,192,050 stock options, each exercisable to acquire one 9 Capital Share at an exercise price of $0.10 per share. As at the date hereof there are currently 24,576,550 Churchill Shares issued and outstanding, as well as 1,800,000 stock options, each exercisable at a price $0.25 to acquire one Churchill Share.If the Proposed Transaction is completed, it is anticipated that the board of directors of the Company shall be reconstituted to consist of such directors as Churchill shall determine, subject to the minimum residency requirements of the Business Corporations Act (Ontario), and all existing officers of the Company shall resign and be replaced with officers appointed by the new slate of board of directors.It is expected that following the completion of the Proposed Transaction, shareholders of the Company will hold approximately 20.4% of the 9 Capital Shares, the current shareholders of Churchill will hold approximately 65.4% of the 9 Capital Shares, and purchases in the Offering (as defined below) will hold approximately 14.2% of the 9 Capital Shares (assuming the minimum amount of the Offering is raised).The Proposed Transaction is conditional upon the completion of the Offering, as further described below.Taylor Brook and Other PropertiesThe Taylor Brook Property is located 60 km north of Deer Lake, Newfoundland, and is comprised of two contiguous map-staked licenses containing 226 claims totalling 56.5 km2, which has known high grade Ni-Cu-Co mineralization at surface and shallow drilled depths from work carried out between 1999-2012. The property is under option from Altius Resources Inc. to acquire an undivided 100% interest.Other PropertiesThe Pelly Bay Property consists of 153 mineral claims totalling 170.75 km2 on tidewater near the town of Kugaaruk in central Nunavut, covers the entire diamondiferous Pelly Bay kimberlite field, as well as areas prospective for Ni-Cu-Co and gold mineralization. The White River Property is located approximately 30 km east of the Hemlo Gold Mine along the Trans-Canada Highway and consists of 1,355 claims totalling approximately 28.9 km2 covering the White River diamondiferous melnoitic kimberlite intrusive field.Officers and DirectorsSubject to applicable shareholder and Exchange approval, it is anticipated that the officers and directors of the combined company will be:Paul Sobie, President and Chief Executive Officer and DirectorMr. Sobie has over 30 years of discovery and evaluation experience with MPH Consulting Limited, an internal exploration and mining consultancy, for major, mid-tier and junior mining companies in Canada, Africa, South America and Russia. Mr. Sobie is an economic geologist specializing in the design and management of exploration and evaluation programmes. He has extensive project development experience, including several gold, diamond and base metal ventures that have attained advanced and/or achieved production status. Mr. Sobie has also held senior managerial positions in the past with diamond, base metal and iron ore junior exploration issuers.Paul Robertson, Chief Financial Officer and Corporate SecretaryMr. Robertson is a Certified Professional Accountant (CPA) and is based in Vancouver, British Columbia, is the founding partner of Quantum Advisory Partners LLP and has over 20 years of accounting, auditing and tax experience. He has developed extensive experience in the mining sector and provides financial reporting, regulatory compliance, internal controls and taxation advisory services to a number of junior resource companies. Prior to founding Quantum Advisory Partners LLP, he was a tax manager with Ernst & Young LLP in Vancouver providing tax consulting and compliance services primarily to corporate clients in the high-technology and biotechnology industries as well as several multi-national mining companies. He is currently the Chief Financial Officer of GoldQuest Mining Corp. (TSXV: GQC), and previously served as Chief Financial Officer of Grayd Resource Corporation (until its acquisition by Agnico Eagle Mines Limited in 2011) and Orla Mining Ltd. (TSX: OLA) from 2015 to 2019. Mr. Robertson holds a BA from the University of Western Ontario (1993) and obtained his Chartered Accountant designation from the British Columbian Institute of Chartered Accountants in 1997.Bill Fisher, DirectorMr. Fisher is a trained geologist and has extensive industry experience including a number of residential posts in Africa, Australia, Europe and Canada in both exploration and mining positions. Under his leadership, Karmin Exploration discovered the Aripuanã base metal massive sulphide deposits in Brazil. From 1997 to 2001 Mr. Fisher was Vice President, Exploration for Boliden AB, a major European mining and smelting company where he was responsible for 35 projects in nine countries. From 2001 to 2008 Mr. Fisher led GlobeStar Mining Corp. from an exploration company to an emerging precious and base metal producer in the Dominican Republic, developing and operating the Cerro de Maimon copper/gold mine until it was sold to Perilya for $186 million. Mr. Fisher was also Chairman of Aurelian Resources which was sold to Kinross Gold in 2008 for $1.2 Billion after the discovery of the Fruta del Norte gold deposit in Ecuador. Mr. Fisher currently serves as Executive Chairman of GoldQuest Mining Corp. (TSXV: GQC), and an independent director of Horizonte Minerals (AIM: HZM), Treasury Metals Inc. (TSX: TML) and London, UK based firms Andiamo Exploration and RAME Energy.Alec Rowlands, DirectorMr. Rowlands has over 25 years of experience in mining finance. He is the former managing director of First Marathon Securities (London) and former Head of Sales for Gordon Capital (NYC). Since 1999, Mr. Rowlands has held several senior finance positions, including with Yorkton Securities, Westwind Partners, Jennings Capital and PowerOne Capital Markets Ltd. Mr. Rowlands has been an active investor and founding shareholder in several mining ventures, notably Auryx Gold, which was acquired by B2Gold for its Otjikoto project in Namibia in 2011. He is currently Vice-President, Investor Relations and Corporate Development for Cardinal Resources Inc. (TSX: CDV).Financing MattersIn connection with the Proposed Transaction, Churchill proposes to issue and sell, on a non-brokered private placement basis, Churchill Shares at a price per share of $0.25 for aggregate gross proceeds of a minimum of $1,000,000 and a maximum of $1,500,000 (the “Offering”). Completion of the proposed Offering is a condition to the closing of the Proposed Transaction.Arm’s Length Transaction The Proposed Transaction is an arm’s length transaction in accordance with the policies of the Exchange and is not subject to the approval of the shareholders of the Company, except as required by applicable corporate law.No Control PersonsAll 24,576,550 Churchill Shares are widely held an no individual or entity owns, nor will any entity or individual own on completion of the Offering or immediately prior the completion of the Proposed Transaction, more than 10% of the issued and outstanding Churchill Shares.Selected Financial InformationThe following selected financial information is taken from the financial statements of Churchill for the year ended August 30, 2020, which are expected to be included in the filing statement being prepared in connection with the Proposed Transaction:Total Assets$1,102,223 Total Liabilities$310,000 Net Loss$(558,688) Readers are cautioned that the above figures have not been audited and are based on calculations prepared by management. Actual results may differ from those reported in this release once these figures have been audited.Sponsorship Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange, unless exempt in accordance with Exchange policies or waived by the Exchange. The Proposed Transaction may require sponsorship and the Company plans to provide a news release update should a sponsor be retained. Trading in the 9 Capital Shares was suspended on September 28, 2020 as a result of the Company not completing its Qualifying Transaction within 24 months following its original date of listing on the Exchange. 9 Capital expects that trading in the 9 Capital Shares will remain suspended pending closing of the Proposed Transaction, subject to the earlier re-commencement of trading only upon Exchange approval and the filing of required materials with the Exchange as contemplated by Exchange policies.Filing Statement In connection with the Proposed Transaction and pursuant to the requirements of the Exchange, the Company will file a filing statement on its issuer profile on SEDAR (www.sedar.com), which will contain details regarding the Proposed Transaction, any financing completed prior to closing of the Proposed Transaction, the Company, Churchill and the resulting issuer company following completion of the Proposed Transaction.The obligations of the Company and Churchill pursuant to the Letter Agreement shall terminate in certain specified circumstances, including in the event that a definitive business combination agreement with respect to the Proposed Transaction is not entered into among the parties by January 31, 2021.About the CompanyThe Company is a CPC within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policies of the Exchange, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.For further information please contact: 9 Capital Corp. Mr. Ben Cubitt, President and Chief Executive Officer Tel. (416) 479-5048Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and shareholder approval. The Proposed Transaction cannot close until all required shareholder approvals are is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange.The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.Cautionary Note Regarding Forward Looking InformationThis news release contains statements about the Company’s expectations regarding any proposed future Qualifying Transaction of the Company which are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Provided an operational update for the Araguaia Nickel Project as the Project moves towards construction. ...
LONDON, Dec. 04, 2020 (GLOBE NEWSWIRE) -- Horizonte Minerals Plc, (AIM: HZM, TSX: HZM) (“Horizonte” or “the Company’) the nickel company focused on Brazil, is pleased to provide an operational update for the Araguaia Nickel Project (“Araguaia” or “the Project”) as the Project moves towards construction. Highlights: * Completion of the value engineering phase with improvements made to plant design and flow sheet to optimise operational performance; * Capex and opex remain in line with Feasibility Study following comprehensive review; * Operational Readiness Plan well advanced with all key permits in place for commencement of construction; * Key environmental and social programmes underway in preparation for construction phase; * Project finance process continues to progress, with a number of key milestones delivered; * Build out of the operational and corporate teams to support transition to construction; and * Nickel price trading at US$16,300 versus Araguaia base case modelled at US$14,000 resulting in enhanced project economics.Horizonte’s CEO, Jeremy Martin, commented:“Horizonte has made significant progress with the key workstreams required to commence construction at Araguaia, despite the challenges posed by the Covid-19 pandemic over the last 10 months.The project funding package for Araguaia involves multiple components that are being negotiated simultaneously. We continue to engage with a number of prospective investors, have recently negotiated a non-binding, term sheet with a major cornerstone equity investor, have reached an advanced stage with offtake agreements, received initial approval for a financing facility of up to R$200 million (c.$32 million) from Banco da Amazônia and are advancing workstreams with a syndicate of five international banks for the principal project finance package, as previously announced. In parallel, we have spent the past eight months undertaking a phase of value engineering to upgrade the Feasibility Study completed in 2018 and optimise certain aspecst of the Project to a level where it is implementation ready. This work has included development of a detailed Project Execution and Operational Readiness Plan. These workstreams have further de-risked the Project and give us clear visibility on how we will deliver a successful, tier-one nickel project. Critical to the Project’s delivery is the growth of our teams. The high calibre of the individuals we have been able to attract is testament to the quality of our projects, the growth trajectory of the Company, and the culture of best practice that we have worked hard to develop over many years of operating in Brazil. Our people have always played a vital role in delivering the Company’s success, and I am delighted to welcome the new members to the team as we start to the journey to becoming a nickel producer”.Value Engineering Completion For the past eight months, the Araguaia project team, working alongside a number of leading global engineering groups, have been focused on advancing the level of engineering from feasibility stage to becoming implementation ready. The value engineering work is now complete, resulting in a number of positive outcomes.The objectives of the value engineering process have been to: * Improve the level of engineering definition; * Develop and execute the procurement strategy (linked with Export Credit Agency (“ECA”) finance and associated vendors); * Establish a detailed Project Execution Plan; * Initiate Engineering, Procurement and Construction Management (“EPCM”) vendor selection; and * Develop an Operational Readiness Plan. Key outcomes of the work include: * Feasibility Study design philosophy and process flow sheet remain mostly unchanged, but with the addition of a number of improvements to enhance operational performance; * Key equipment packages optimized and final negotiations underway for long-lead items; * Level of engineering definition has been significantly advanced to allow fast track to start of implementation; * Improved furnace and refinery technologies selected along with furnace control systems to improve reliability, productivity and ensure the right on site support during construction and ramp up; * Updated market proposals for key opex inputs including power, logistics, labour and plant consumables; and * Capex and opex remain in line with Feasibility Study values following comprehensive review.Environmental and SocialHorizonte’s environmental and social workstreams are critical to the operational readiness of the Project. In preparation for the development phase of the Project, the environmental and social team has begun to implement multiple programmes in line with Brazilian permits, Equator Principles and IFC Performance Standards.Social programmes commenced or advanced in 2020 include: * Local Supplier Development Programme with respect to equipment and services; * Mining and Environmental Education Programme for communities and key stakeholders; * Impact on Local Services Plan; and * Worker’s Accommodation Plan.All environmental programmes relating to Brazilian permits have continued, and in addition, Environmental Resources Management (“ERM”) consultancy group were commissioned to conduct new IFC-related studies, including: * Integrated Environmental Impact Assessment across all project infrastructure pieces; * Biodiversity Action Plan; * Integrated Ecological Services Study; and * Integrated environmental-social Management System (IMS).Despite the pandemic, the social team has ensured that communities remain fully briefed on the Project’s progress, albeit in a new “Covid-safe” format. Horizonte continue to keep local communities informed with the most up to date health and hygiene advice regarding the pandemic, and is supporting vulnerable families with food parcels.Project FinanceThe project finance process, led by Endeavour Financial, continues to make strong progress. As announced on 12 August 2020, the Company executed a mandate to arrange a senior secured project finance facility of up to US$325 million, with a syndicate of five financial institutions. The Company is also in discussions with a number of ECAs to participate in the facility by providing equipment linked financing. This process has progressed well throughout the year and the Company looks forward to moving towards credit approvals and execution of definitive facility documentation in 2021. In addition, the Company is progressing interest and participation from Brazilian financial institutions, including the Brazilian Development Bank (“BNDES”). The Company has also received initial approval for a financing facility of up to R$200 million (approximately US$32 million) from Banco da Amazônia (“BASA”).Simultaneously, the Company is in advanced negotiations to secure long-term offtake agreements for the Project and continues to engage with a number of prospective investors. The Company has also negotiated a non-binding, conditional term sheet with one major cornerstone equity investor, subject to amongst other things, completion of the full financing packageDue to the impact of ongoing Covid-19 related lockdowns on financial markets, the Company now anticipates completing the full project financing package in H1 2021, with construction commencing shortly thereafter. This timeframe will continue to be subject to the ongoing impacts of the Covid-19 pandemic. Each part of the project finance package remains conditional until all components are in place with a simultaneous closing targeted.TeamIn line with Horizonte’s transition to becoming a producer the Company has undertaken a comprehensive recruitment programme in both London and Brazil. The corporate team has expanded to provide additional support in the areas of finance, communications and investor relations, and key hires in the Araguaia owner’s team have been made. The owner’s team now includes leading ferro-nickel, construction and operational technical management in Brazil, including experienced professionals who have previously worked on Anglo American’s Barro Alto and Vale’s Onca Puma projects, as well as internationally recognised experts in pyrometallurgy, engineering and construction.For further information, visit www.horizonteminerals.com or contact:Horizonte Minerals plc Jeremy Martin (CEO)firstname.lastname@example.org Anna Legge (Corporate Communications)+44 (0) 203 356 2901 Peel Hunt (NOMAD & Broker) Ross Allister+44 (0)20 7418 8900 David McKeown About Horizonte Minerals: Horizonte Minerals plc is an AIM and TSX-listed nickel development company focused in Brazil. The Company is developing the Araguaia project, as the next major ferronickel mine in Brazil, and the Vermelho nickel-cobalt project, with the aim of being able to supply nickel and cobalt to the EV battery market. Both projects are 100% owned.CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATIONExcept 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 as described herein, statements with respect to the potential of the Company's current or future property mineral projects; the success of exploration and mining activities; cost and timing of future exploration, production and development; 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 ability of the Company to complete the Placing as described herein, and the realization of mineral resource and reserve estimates. 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 as described herein, 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, the inability of the Company to complete the Placing on the terms as described herein, and various risks associated with the legal and regulatory framework within which the Company operates. 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.