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Horizonte Minerals PLC (2)
Symbol HZM
Shares Issued 269,778,906
Close 2023-12-15 C$ 0.145
Market Cap C$ 39,117,941
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Horizonte Minerals appoints Smith, Nasr as directors

2023-12-18 14:47 ET - News Release

Mr. Patrick Chambers reports

HORIZONTE STRENGTHENS ITS BOARD WITH THE APPOINTMENT OF TWO INDUSTRY LEADERS

Horizonte Minerals PLC has confirmed the appointments of Paul Smith as non-executive director and chair of the board of the company and Karim Nasr as an executive director of the company.

As previously announced on 27 November 2023, the Board proposed the appointment of Paul Smith as Non-Executive Director and Chair, succeeding Vincent Benoit who had agreed to act as interim Chair and who will now continue his role as a Non-Executive Director, in addition to the appointed Mr Nasr as an Executive Director. Mr Smith and Mr Nasr's appointments were subject to receipt of the usual director certifications in accordance with the AIM Rules. The Company's Nominated Advisor, Peel Hunt, have now completed the due diligence processes, and Mr Smith's and Mr Nasr's appointments have been confirmed by the Board, effective immediately.

Following this announcement, Horizonte's Board will be comprised of five members, of which the following three members are considered independent under the QCA Corporate Governance Code: Paul Smith, Gillian Davidson and John MacKenzie.

Mr Nasr has also been appointed as interim CEO (as announced on 27 November 2023) to lead the financing and restructuring process for the Company and to work with the Board to appoint a new senior leadership team. In the process, Mr Nasr temporarily stepped down from his day-to-day executive role within La Mancha Resource Capital LLP to devote himself to Horizonte, agreeing to a Conflict of Interest Protocol, a summary of which is set out below.

About Paul Smith

Mr Smith is a corporate finance professional and senior board member with extensive experience of driving industry-leading performance at natural resource focused companies. He worked for Glencore plc ("Glencore") from 2011 to 2020, as Head of Strategy. During this period, Glencore successfully completed numerous large scale corporate and capital markets transactions.

Paul was also the CFO of Katanga Mining Limited, Glencore's TSX-listed and DRC-based subsidiary from 2019 until its de-listing in 2020. He represented Glencore as a non-executive director of Lonmin plc and Glencore Agriculture Ltd.

Prior to Glencore, Mr. Smith was an analyst and fund manager at Marshall Wace Asset Management. Paul co-founded Voltaire Minerals Partners in 2022.

About Karim Nasr

Mr Nasr has over 25 years of experience in corporate finance and investments, including leading one of Brazil's largest corporate restructurings. Before joining Horizonte , Mr Nasr was Managing Partner and Co-Chief Investment Officer of La Mancha Resource Capital LLP, which is the investment adviser to the La Mancha Resource Fund SCSp, one of the Company's major indirect shareholders. Previously, Mr Nasr was the CEO and CIO of Digital World Capital (DWC), an FCA regulated investment manager investing globally and across the capital structure in Telecom and Media companies. From 2001 to 2011, Mr Nasr was in charge of Corporate Finance at Wind Telecom s.p.a. & Orascom Telecom Holding s.a.e., raising US$68bn in capital and closing US$67bn in M&A transactions. In particular, he led the 2011 US$25bn merger with VEON, the 2005 US$17bn Wind Telecom Leveraged Buy-Out and managed the 2009 EUR3.8bn debt restructuring of Wind Hellas in Greece.

Mr Nasr also serves on the board of Elemental Altus Royalties Corp (TSX-V:ELE) (AIM:ALS) and G Mining Ventures Corp. (TSX-V:GMIN).

Mr Smith does not hold any ordinary shares nor options over ordinary shares in the Company.

Karim Michel Nasr, aged 53, is or has been a director of the following companies in the past five years:Current Directorships Past Directorships (within the last five years)

Elemental Altus Royalties Corp      WIND Telecom Weather II Special Purpose I      
G Mining Ventures Corp.             WIND Telecom Weather II Special Purpose II     
La Mancha Star Investments S.a r.l. WIND Telecom Venus II                          
La Mancha Treasury Ltd              WIND Telecom Venus Investments                 
La Mancha Global Holding S.a r.l.   World Capital Services limited                 
La Mancha Precious Metals S.A.      Digital World Capital Services limited         
La Mancha Africa S.a r.l.           La Mancha Services UK Ltd                      
La Mancha Resource Capital LLP      Altus Strategies Plc                           
Digital World Capital LLP           Golden Star Resources Ltd                      
                                    La Mancha Holdings S.a r.l.                    

Mr Nasr does not hold any ordinary shares nor options over ordinary shares in the Company.

In addition, Mr Nasr was also a director of Weather Finance III S.a r.l. ("Weather") until July 2010. As a result of the economic crisis in Greece following the Global Financial crisis, Weather ran into financial difficulties and on 14 December 2010, Weather entered an administration process under English law. The administration process ended on 5 July 2013. The total shortfall to the secured creditors of Weather totalled EUR786m.

Mr Nasr was also a director of WIND Hellas Telecommunications S.A. ("WIND"), a subsidiary of Weather, until 16 December 2010. WIND entered an administration process under English law on 15 December 2010 and was sold on 16 December 2010 as a going concern under a pre-packaged sale arrangement.

There is no further information which is required to be disclosed under Schedule Two, paragraph (g) of the AIM Rules for Companies in respect of Karim Nasr.

Summary of the Conflict of Interest Protocol

In relation to the appointment of Mr Nasr as interim CEO and a director of the Company (the "Executive Director"):The Executive Director shall recuse himself from all decision-making and deliberations within La Mancha Resource Capital LLP ("LMRC") in relation to its investment in the Company.The Company shall establish a sub-committee of the Board, comprising only independent non-executive directors, to oversee conflicts of interest which may arise in respect of the Executive Director and LMRC.The Executive Director shall recuse himself from any decisions relating to contracts or arrangements between the Company (or its affiliates) and LMRC (or its affiliates), which shall be determined by the Board's sub-committee instead.The Executive Director may work towards securing a comprehensive funding solution for the Araguaia project (including interim funding arrangements) notwithstanding that La Mancha Investments S.a r.l. ("LMI") is a stakeholder (and that LMI or its affiliates may participate in the funding solution). However, the board sub-committee shall oversee both (i) decision-making in relation to the funding solution; and (ii) the approach taken by the Executive Director, to ensure that conflicts of interest are adequately addressed and the Executive Director is acting in the best interests of the Company as a whole, taking appropriate account of the interests of all shareholders and creditors.

ABOUT HORIZONTE MINERALS

Horizonte Minerals Plc (AIM/TSX: HZM) is developing two 100%-owned, Tier 1 projects in Para state, Brazil - the Araguaia Nickel Project and the Vermelho Nickel-Cobalt Project. Both projects are high-grade, low-cost, with low carbon emission intensities and are scalable. Araguaia is under construction and when fully ramped up with both Line 1 and Line 2, is forecast to produce 29,000 tonnes of nickel per year. Vermelho is at feasibility study stage. Horizonte's combined production profile of over 60,000 tonnes of nickel per year positions the Company as a globally significant nickel producer. Horizonte's top three shareholders are La Mancha Investments, Glencore and Orion Mine Finance.

We seek Safe Harbor.

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