HORIZON COPPER CORP. ("HCU")
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement-Non-Brokered, Resume Trading
BULLETIN DATE: June 19, 2023
TSX Venture Tier 1 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing the second part ("RTO Part B") of Horizon Copper Corp.'s ("Horizon") previously announced Reverse Takeover (the "RTO") all as principally described in Horizon's Management Information Circular dated July 26, 2022 (the "Information Circular") and subsequent news releases noted below. The first part of the RTO ("RTO Part A") was approved by the Exchange under its bulletin dated September 7, 2022 ("RTO Part A Bulletin"). For further information on RTO Part A refer to the RTO Part A Bulletin. RTO Part B includes the following matters, all of which have been accepted by the Exchange.
1. Acquisition of Antamina Net Profits Interest.
Pursuant to an acquisition agreement dated July 22, 2022 between Horizon (previously named Royalty North Partners Ltd.) and Sandstorm Gold Ltd. ("Sandstorm") Horizon has acquired 1359212 B.C. Ltd., a company incorporated under the laws of the Province of British Columbia, which will directly own a 1.66% net profits interest (the "Antamina NPI") on the Antamina Mine (Peru). As consideration for the Antamina NPI, Horizon provided to Sandstorm:
i. US$20 million in cash;
ii. A 1.66% life-of-mine silver stream referenced to the silver production from Antamina (the "Antamina Silver Stream");
iii. A long-term convertible debenture with a principal amount of US$149.1 million; and,
iv. 2,329,849 common shares of Horizon.
In addition, Sandstorm also retained a residual royalty with payments equal to approximately one-third of the total Antamina NPI, after deducting the Antamina Sliver Stream.
The Exchange has been advised that RTO Part B was approved by shareholders at Horizon's Annual General and Special Meeting of Shareholders held on August 29, 2022.
For further information, see the Information Circular and the news releases dated February 17, 2022, February 22, 2022, March 9, 2022, March 18, 2022, May 2, 2022, May 26, 2022, June 1, 2022, July 26, 2022, August 31, 2022, April 17, 2023, April 20, 2023, May 8, 2023 and June 15, 2023, which are available under Horizon's profile on SEDAR.
Capitalization: Unlimited common shares with no par value of which
86,100,252 common shares are issued and outstanding
Escrow: 31,525,972 shares and 424,000 share purchase warrants are subject to an 18 month staged release escrow agreement
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: HCU (unchanged)
CUSIP Number: 44057J108 (unchanged)
2. Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on April 17, 2023.
Number of Shares: 8,378,500 shares
Purchase Price: $0.80 per share
Warrants: 4,189,250
Warrant Exercise Price: $1.10 for a four-year period
Number of Placees: 98 placees
Insider / Pro Group Participation:
Placees # of Placee (s) Aggregate # of Shares
Aggregate Existing Insider Involvement: 1 1,468,750
Aggregate Pro Group Involvement: 6 175,650
Aggregate Cash Amount Aggregate #
of Shares Aggregate #
of Warrants
Finder's Fee: $217,065.60 NA NA
The Company issued a news release on April 20, 2023 confirming closing of the private placement. Note that in certain circumstances, the Exchange may later extend the expiry date of the warrants if they are less than the maximum permitted term.
3. Resume Trading
Effective at the opening on Wednesday, June 21, 2023, the common shares of Horizon Copper Corp. will resume trading on the Exchange.
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