Announcement PDF ABN 27 614 175 923 RENOUNCEABLE ENTITLEMENT ISSUE OFFER BOOKLET A Renounceable Pro Rata Offer of up to 25,036,328 new shares at $0.30 each to Eligible Shareholders, on the basis of 1 share for every 5 shares held at the Record Date, to raise up to $7,510,898 THIS OFFER CLOSES AT 5.00PM (AWST) ON 6 November 2023. VALID ACCEPTANCES MUST BE RECEIVED BEFORE THAT TIME. Please read the instructions in this Offer and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your entitlement. This is an important document and requires your immediate attention. It should be read in its entirety. If you are in doubt about what to do, you should consult your professional adviser without delay. The securities offered by this Offer are of a speculative nature This Offer is not a prospectus or other form of disclosure document. Accordingly, it does not contain all of the information that an investor may require in order to make an investment decision or the information which would otherwise be required by Australian law or any other law to be disclosed in a prospectus. NOT FOR RELEASE INTO THE UNITED STATES OR TO U.S. PERSONS OR IN ANY JURISDICTION WHERE THIS DOCUMENTATION DOES NOT COMPLY WITH THE RELEVANT REGULATIONS TABLE OF CONTENTS Key Dates for the Offer Letter from the Chairman 1. Introduction 2. Details of the Offer 3. Use of Funds 4. Risk Factors 5. Effect of the Offer 6. Action Required by Shareholders 7. Defined Terms TIMETABLE FOR THE OFFER Announcement of Offer and lodgement of Appendix 3B and Notice under section 708AA of the Corporations Act 4 October 2023 Securities quoted on an “ex” basis and rights trading starts on a deferred settlement basis 6 October 2023 Record Date for eligibility under the Offer 9 October 2023 Offer opens and Offer Document and Entitlement and Acceptance Form despatched to Eligible Shareholders 12 October 2023 Entitlements trading ends 30 October 2023 New Shares under the Offer commence trading on ASX on deferred settlement basis 31 October 2023 Offer closes 5.00pm (Perth time) on 6 November 2023 Notification to ASX of shortfall (if any) 10 November 2023 Anticipated date for the issue of the New Shares 13 November 2023 Dispatch of holding statements and commencement of trading on ASX on a normal settlement basis 14 November 2023 Subject to the ASX Listing Rules, the directors reserve the right to extend the Closing Date for the Offer. Any extension of the Closing Date will have a consequential effect on the anticipated date for issue of the shares. The commencement of quotation of New Shares is subject to confirmation from ASX. Page 2 of 19 ABN 27 614 175 923 LETTER FROM THE CHAIRMAN 4 October 2023 Dear Shareholder On behalf of the Directors of Horizon Gold Limited (ASX: HRN) (Horizon or the Company), I invite you to make a further investment in your Company. The Company is pleased to offer Eligible Shareholders a 1:5 renounceable pro-rata entitlement offer (Offer) of fully paid ordinary shares at an issue price of $0.30 per share to issue 25,036,328 shares (New Shares) to raise gross proceeds up to $7,510,898. I am pleased to advise that the Company’s major shareholder, Zeta Resources Limited and the Directors of Horizon, intend to take up their Entitlements in full for a combined amount of $5,689,232. Horizon’s 100% owned Gum Creek Gold Project (Gum Creek or Project) located about 80 kilometres north of Sandstone, Western Australia, presents as an attractive gold investment opportunity with excellent potential to increase the current 2.14Moz gold resource base through further exploration, and excellent near-term resource development potential which is currently being investigated through a free milling open pit scoping study. Gum Creek has a number of positive key attributes which underpin this opportunity: • • • • • • A JORC compliant gold mineral resource estimated to contain 44.45 million tonnes averaging 1.50g/t Au for 2.14 million ounces 1 all on Mining Leases granted pre-Native Title; Scoping study based on free milling open pit optimised resources underway; Strategic regional asset with significant existing mining infrastructure; More than 30 historic open pits and three underground gold mines all with the potential to add additional resource ounces at depth and along strike; Brownfields and Greenfields exploration opportunities with +40 exploration targets along 80 kilometres of fertile strike; and Historically underexplored with more than 90% of the drill holes at Gum Creek less than 100m deep. During FY2023 the Company completed over 21,000 metres of drilling at 18 priority targets adding over 340,000 ounces to the gold resource at Gum Creek and is planning to continue drilling at high priority targets with the potential to further increase the gold resource base. The management team’s strategy is solely focussed on delivering further value for its Shareholders with the completion of the abovementioned open pit scoping study and continued cost-effective exploration programs aimed at increasing the Project’s development options. In July 2023 the Company acquired 60,759,746 shares in Alto Metals Limited (ASX:AME) which currently represents 8.5% of AME’s issued capital. This strategic investment is part of Horizon’s broader aim of enhancing the value of the Gum Creek Gold Project. The Offer provides Eligible Shareholders the opportunity to increase their investment in Horizon and will provide additional funding for the Company to deliver on the next phase of its growth strategy. Funds raised from the Offer will be used to complete the scoping study, to undertake the planned drilling programs on highly ranked gold targets, to repay debt and for general working capital purposes. 1 As disclosed to ASX on 15 May 2023 in the announcement titled “19% Increase in Gold Resources at Gum Creek Project” to which the Company confirms there has been no changes. Page 3 of 19 Accompanying this Offer Booklet is your personalised Entitlement and Acceptance Form which details your entitlement and sets out the instructions for participating in the Offer. Accordingly, I encourage your participation in the Offer. Please note the Closing Date of 6 November 2023. Should you wish to discuss any aspect of this capital raising please do not hesitate to contact myself, my fellow Directors or the Company Secretary, Trevor O’Connor on +61 (8) 6331 6092. Yours faithfully Peter Sullivan Chairman Page 4 of 19 Entitlement Issue Offer Document 1. Introduction Horizon Gold Limited (Horizon Gold or the Company) is making a renounceable pro-rata offer of Shares to Eligible Shareholders, with a registered address in Australia, New Zealand or Bermuda at the Record Date to raise up to $7,510,898 before costs. This Offer Document has been prepared by Horizon Gold and was lodged with ASX on 4 October 2023. ASX takes no responsibility for the content of this Offer Document. This is an important document and requires your immediate attention. It should be read in its entirety. The Offer is being made under section 708AA of the Corporations Act (as modified by ASIC Corporations (NonTraditional Rights Issues) Instrument 2016/84) for the offer of New Shares without disclosure to investors under Part 6D.2 of the Corporations Act. This document is not a prospectus and does not contain all of the information that would ordinarily be contained in a prospectus, or which may be required by an investor in order to make an informed investment decision regarding, or about the rights attaching to, New Shares. Shareholders should be aware that investment in Horizon Gold involves many risks which may be higher than risks associated with investments in other companies. Investors should consider an investment in Horizon Gold highly speculative and refer to Section 4 for details of the key risks applicable to an investment in the Company. Horizon Gold has lodged notices with ASX in compliance with its continuous disclosure obligations under the Corporations Act and the Listing Rules. You can view Horizon Gold's recent announcements on the ASX website www.asx.com.au. If you are in doubt what to do or whether to accept the Offer you should consult your stockbroker, accountant, solicitor or other professional adviser without delay. No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by Horizon Gold in connection with the Offer. No updates to Offer Document The information in this Offer Document may not be complete and may be changed, modified or amended at any time by the Company, and is not intended to, and does not, constitute representations and warranties of the Company. Neither the Company, nor any other advisor of the Company intends to update this Offer Document or accepts any obligation to provide the recipient with access to information or to correct any additional information or to correct any inaccuracies that may become apparent in the Offer Document or in any other information that may be made available concerning the Company. Potential investors should conduct their own due diligence investigations regarding the Company. Notice to nominees and custodians Shareholders resident in Australia, New Zealand or Bermuda holding Shares on behalf of persons who are resident in other jurisdictions are responsible for ensuring that taking up any New Shares does not breach regulations in the relevant jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations. 2. Details of Offer 2.1 Offer Horizon Gold is making a renounceable pro-rata offer of New Shares each at an issue price of $0.30 to persons registered as the holder of Shares on the Record Date whose registered address is in Australia, New Zealand2 or Bermuda (Eligible Shareholders) on the basis of one (1) share for every five (5) Shares held at the Record Date (Offer). Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a share, such fraction will be rounded down to the nearest whole share. Horizon Gold will accept Entitlement and Acceptance Forms until 5.00pm WST on the Closing Date in the timetable set out on page 2 of this Offer Document or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules. 2Please note that, pursuant to the Securities Act (Overseas Companies) Exemption Notice 2002, those New Zealand shareholders at the Record Date who cease to hold shares between that date and the date on which the Offer opens (12 October 2023) are no longer eligible to participate in the Offer. Page 5 of 19 The number of New Shares to which you are entitled (Entitlement) is shown on the Entitlement and Acceptance Form accompanying this Offer. You may accept the Offer only by applying for shares on a personalised Entitlement and Acceptance Form sent with this Offer Document. You may accept all or only part of your Entitlement. If you decide not to accept your Entitlement you can renounce (sell) the entitlement (refer Section 2.3). If the Entitlement is not accepted or renounced, it will lapse and may be placed by the Directors as Shortfall securities in accordance with Section 2.4. Acceptance of a completed Entitlement and Acceptance Form by Horizon Gold creates a legally binding contract between the applicant and Horizon Gold for the number of shares accepted or deemed to be accepted by the applicant. The Entitlement and Acceptance Form does not need to be signed by the applicant to be legally binding. The Offer and contract formed on acceptance are governed by the applicable law of Western Australia. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final. New Shares offered by this Offer Document are expected to be issued, and security holder statements dispatched, on the date specified in the timetable on page 2 of this Offer Document. It is the responsibility of applicants to determine the number of New Shares allotted and issued to them prior to trading in any New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk. 2.2 Ranking of New Shares The New Shares issued under the Offer will be fully paid and rank equally with all existing Shares. 2.3 Entitlement trading Entitlements are renounceable, which means that Eligible Shareholders may sell or transfer all or any part of their Entitlement in order to realise the value which may attach to their Entitlement. Entitlement trading is expected to commence on 6 October 2023 and conclude on 30 October 2023. There is no guarantee that there will be a liquid market in traded Entitlements. A lack of liquidity may impact your ability to sell your Entitlements on ASX and the price you may be able to achieve. 2.4 Shortfall Shares The Company reserves the right to allocate Entitlements not applied for by any Eligible Shareholders in accordance with this Offer Document (Shortfall Shares) at its absolute discretion (including to third parties who are not Shareholders), subject to the Corporations Act and Listing Rules. The Company intends to apply the following allocation policy when allocating Shortfall Shares: (a) the Shortfall Shares will only be issued to the extent there are sufficient new shares from eligible (b) (c) (d) (e) (f) shareholders who do not take up their full entitlements or from new shares that would have been offered to ineligible shareholders if they had been entitled to participate in the Offer; where the directors consider it is in the best interests of the Company to allocate any portion of the Shortfall Shares to a particular applicant or to particular applicants in order to maximise the total funds raised from the Offer, the directors may do so; subject to the above, the directors will generally endeavour to allocate the Shortfall Shares in a manner which is fair to applicants; the directors will not allocate or issue Shortfall Shares, where it is aware that to do so would result in a breach of the Corporations Act, the Listing Rules or any other relevant legislation or law; applications for Shortfall Shares may be scaled back on a pro rata basis, which will be applied by the Company at the Company’s discretion; and the directors may reject any application for Shortfall Shares or allocate fewer Shortfall Shares than applied for by applicants, in which case any excess application money will be refunded without interest. In accordance with Listing Rule 7.2 (Exception 3), any Shortfall Shares will be issued within three months of the Closing Date, on terms no more favourable than the terms of the Offer and will not count towards the Company's 15% threshold under Listing Rule 7.1. Page 6 of 19 2.5 ASX quotation and Deferred Settlement Trading Application will be made to ASX for the official quotation of the New Shares to be issued under the Offer. If permission is not granted by ASX for the official quotation of the New Shares to be issued under the Offer, Horizon Gold will repay, as soon as practicable, without interest, all Application Monies received pursuant to the Offer. There will be trading of shares on a deferred settlement basis. Trading of the New Shares will, subject to ASX approval, occur on or about the date specified in the timetable on page 2 of this Offer Document. 2.6 Taxation implications The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of the Offer under this Offer Document. Horizon Gold, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Eligible Shareholders should consult their professional tax adviser in connection with the Entitlements under this Offer Document. 2.7 Lead Manager Mandate The Company has engaged Bell Potter Securities Limited (Bell Potter) to act as Lead Manager for the Offer (Mandate). Under the terms of the Mandate, Bell Potter will receive a 1% management fee (plus GST) on the gross amount raised under the Offer and a 4% selling fee on any funds raised through the placement of Shortfall Shares. The Mandate otherwise contains terms and conditions considered standard for an agreement of this type. 2.8 Overseas shareholders This Offer Document does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. It is intended only to make an offer to Shareholders with a registered address in Australia, New Zealand or Bermuda. The Company has formed this view after an examination of its register of members which reveals that approximately 99.9% of Shareholders have a registered address in either Australia, New Zealand or Bermuda and will be eligible to participate in the offer. Therefore, the Company is of the view that it is unreasonable to make an offer to Shareholders with a registered address outside of Australia, New Zealand and Bermuda (Ineligible Shareholders) having regard to: (a) the number of Shareholders with a registered address outside of Australia, New Zealand and Bermuda; (b) the number and value of the Entitlements to be offered to Shareholders with a registered address outside of Australia, New Zealand and Bermuda; and (c) the cost of complying with the legal requirements and requirements of regulatory authorities in the overseas jurisdictions. The distribution of this Offer Document in jurisdictions outside Australia, New Zealand and Bermuda may be restricted by law and persons who come into possession of this Offer Document should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia, New Zealand or Bermuda should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. The Offer to New Zealand investors is being made pursuant to the New Zealand Securities Act (Overseas Companies) Exemption Notice 2002. No person is authorised to give information or to make any representation in connection with this Offer Document which is not contained in the Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Offer Document. In making representations in this Offer Document regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. Persons who are not Shareholders on the Record Date are not entitled to apply for any New Shares. Page 7 of 19 Appointment of Nominee The Company intends to appoint Bell Potter Securities Limited to act as nominee (Nominee) for the Ineligible Shareholders to arrange for the sale of the entitlements which would have been offered to them had they been eligible to participate in the Offer. If there is a viable market for entitlements and a premium over the expenses of their sale can be made, the Nominee will arrange the sale of the entitlements which would have been attributable to Ineligible Shareholders. The Nominee will distribute to the Company’s share registry or to the Company directly the net proceeds (if any) of the sale of Entitlements of Ineligible Shareholders in proportion to each Ineligible Shareholder's Entitlements at the Record Date. The Nominee will have absolute and sole discretion to determine the price for which the Entitlements of Ineligible Shareholders may be sold so that a premium over the expenses of their sale can be made, as well as the timing and manner of such sale. Neither the Company nor the Nominee will be subject to any liability to Ineligible Shareholders for failure to sell the Entitlements of Ineligible Shareholders or to sell them at a particular price. If, as a result of the Nominee offering to sell or being invited to sell the Entitlements of Ineligible Shareholders, the Nominee forms the reasonable opinion that there is not a viable market for the Entitlements or a surplus of sale proceeds over expenses from the sale cannot be obtained for the Entitlements that would otherwise have been offered to the Ineligible Shareholders then the Entitlements will be allowed to lapse. In such circumstances, no money will be payable to Ineligible Shareholders and the Ineligible Shareholders will be informed accordingly in writing. 2.9 Foreign Selling Restrictions The information has been prepared to comply with the requirements of the securities laws of Australia. The Offer Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Offer, the Entitlements, or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia, New Zealand and Bermuda. The distribution of this information (including an electronic copy) outside Australia, New Zealand and Bermuda may be restricted by law. If you come into possession of this information, you should observe such restrictions and should seek your own advice on such restrictions. New Zealand The Entitlements and the New Shares are not being offered or sold to the public in New Zealand other than to Shareholders with registered addresses in New Zealand to whom the offer of these securities is being made with reliance on the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand). This document contains an offer to Eligible Shareholders of continuously quoted securities and has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. Bermuda No offer or invitation to subscribe for New Shares may be made to the public in Bermuda. The New Shares will be offered in Bermuda only to existing shareholders of the Company. No invitation is being made to persons resident in Bermuda for exchange control purposes to subscribe for New Shares. Nominees and custodians may not distribute this document, and may not permit any beneficial shareholder to participate in the Offer, in any country outside Australia, New Zealand and Bermuda except, with the consent of the Company, to beneficial shareholders resident in certain other countries where the Company may determine it is lawful and practical to make the Offer. 2.10 Directors’ intentions The Directors have confirmed that they intend to take up their Entitlements in full. Page 8 of 19 2.11 Privacy Horizon Gold collects information about each applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administer the applicant’s security holding in Horizon Gold. Each applicant agrees that Horizon Gold may use the information provided by an applicant on the Entitlement and Acceptance Form for the purposes in this privacy disclosure statement and may disclose it for those purposes to the share registry, Horizon Gold’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities. An applicant has a right to gain access to the information that Horizon Gold holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to Horizon Gold’s registered office. 2.12 Representations by Applicants By making a payment by BPAY in relation to this Offer, you will be deemed to have acknowledged, represented and warranted for yourself and on behalf of each person on whose account you are acting that you and/or they: a) have read and understood this Offer Document and your personalised Entitlement and Acceptance Form; b) are an Eligible Shareholder and are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States and are not otherwise a person to whom it would be illegal to make an offer or an issue of New Shares under the Offer; c) acknowledge that the New Shares have not been, and will not be, registered under the US Securities Act or under the laws of any other jurisdiction outside Australia, New Zealand or Bermuda; d) have not and will not send any materials relating to the Offer to any person in the United States or to any person (including nominees or custodians) acting for the account or benefit of a person in the United States; e) agree to be bound by the terms of the Offer set out in this Offer Document; f) represent and warrant that all details and statements in the Entitlement and Acceptance Form are completed and accurate; g) are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form; h) authorise the Company and its respective officers or agents, to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Company's Share Registry using the contact details set out in the Entitlement and Acceptance Form; i) authorise the Company to register you as the holder(s) of New Shares allotted to you; j) were the registered owner(s) at the Record Date of the Shares indicated on your personalised Entitlement and Acceptance Form as being held by you on the Record Date; k) acknowledge that this Offer Document is not a prospectus, does not contain all the information that you may require to assess an investment in the Company and is given in the context of the Company's past and ongoing continuous disclosure announcements to ASX; l) acknowledge the major risks contained in Section 4 of this Offer Document; m) acknowledge that the Company or its related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, does not guarantee the performance of the Company, nor do they guarantee the repayment of capital; n) agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Offer and of your holding of Shares on the Record Date; o) represent and warrant that the law of any place does not prohibit you from being given this Offer Document and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an Application for New Shares and that you are otherwise eligible to participate in the Offer; Page 9 of 19 2.13 p) acknowledge that once the Company or the Share Registry receives your payment of Application Monies, you may not withdraw your Application or funds provided except as allowed by law; q) agree to apply for and be issued up to the number of New Shares specified in your personalised Entitlement and Acceptance Form or for which you have submitted payment of any Application Monies, at the Issue Price per New Share; and r) acknowledge that the information contained in, or accompanying, this Offer Document is not investment or financial product advice or a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs. Withdrawal The Directors may at any time decide to withdraw this Offer Document and the Offer, in which case, the Company will return all Application Monies (without interest) in accordance with the Corporations Act. 2.14 Brokerage and stamp duty No brokerage fee is payable by Eligible Shareholders who accept their Entitlement. No stamp duty is payable for subscribing for New Shares under the Offer. Please note you may incur brokerage if you choose to sell your Entitlement on ASX. 2.15 Enquiries Enquiries concerning the Offer should be directed to the Company Secretary on +61 (8) 6331 6092. 3. Use of Funds The funds to be raised from the Offer will be applied to the following areas: Use of Funds Full Subscription ($) Total raised under the Offer Less: Costs of issue 7,510,898 112,000 Net amount raised 7,398,898 Repayment of Debt Scoping Study, ongoing exploration, evaluation and drilling activities at the Gum Creek Project General and administration Working capital 3,940,000 Funds Applied 7,398,898 2,150,000 540,000 768,898 To the extent that the funds raised fall below the level shown above, the Directors will determine the most appropriate level of expenditure by category and project area, however, funds raised will be firstly applied to expenses of the Offer, repayment of debt, scoping study, exploration and evaluation of the Gum Creek Project and general working capital requirements. The Directors are of the opinion that on completion of the Offer there will be sufficient working capital for the Company to meet its stated objectives. 4. Risk Factors Potential investors in the Company should be aware th