Horizon Gold : Renounceable Entitlement Issue Offer Booklet

ABN 27 614 175 923

RENOUNCEABLE ENTITLEMENT ISSUE

OFFER BOOKLET

A Renounceable Pro Rata Offer of up to 20,517,695 new shares at $0.35 each to Eligible Shareholders, on the basis of 1 share for every 5.2 shares held at the Record Date, to raise up to $7,181,193

THIS OFFER CLOSES AT 5.00PM (AWST) ON 20 May 2022.

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.

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	28 April 2022
Securities quoted on an "ex" basis and rights trading starts on a deferred settlement basis	2 May 2022
Record Date for eligibility under the Offer	3 May 2022
Offer opens and Offer Document and Entitlement and Acceptance Form despatched to Eligible Shareholders	6 May 2022
Entitlements trading ends	13 May 2022
New Shares under the Offer commence trading on ASX on deferred settlement basis	16 May 2022
Offer closes	5.00pm (Perth time) on 20 May 2022
Notification to ASX of shortfall (if any)	26 May 2022
Anticipated date for the issue of the New Shares	27 May 2022
Dispatch of holding statements and commencement of trading on ASX on a normal settlement basis	30 May 2022

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.

ABN 27 614 175 923

LETTER FROM THE CHAIRMAN

28 April 2022

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 1:5.2 renounceable pro-rata entitlement offer of fully paid ordinary shares at an issue price of $0.35 per share to issue 20,517,695 shares (New Shares) to raise gross proceeds up to $7,181,193.

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 $5,278,021.

Horizon's 100% owned Gum Creek Gold Project (Gum Creek or Project) presents as an attractive gold investment opportunity with excellent potential to increase the current 1.36Moz Au resource base through further exploration. The project covers over 642 square kilometres of continuous tenure within the Gum Creek greenstone belt, located about 120 kilometres southeast of Meekatharra.

Gum Creek has a number of positive key attributes which underpin this opportunity:

• • A JORC compliant gold mineral resource estimated to contain 18.59 million tonnes averaging 2.28g/t Au for 1.36 million ounces on granted Mining and Exploration Leases1;

• • More than 30 historic open pit and three underground gold mines within the tenure which have been subject to minimal modern exploration near mine or at depth;

• • Brownfields and Greenfields exploration opportunities with +40 exploration targets along 80 kilometres of fertile strike;

• • Historically underexplored with around 65% of the drill holes at Gum Creek less than 50m deep; and

• • A potential base metal camp in the Altair/Mensa area.

During 2021 the Company completed over 32,000m of RC drilling and over 2,000m of diamond drilling across 16 prospect areas with some spectacular results received and announced throughout the year. An updated Mineral Resource Estimate (MRE) incorporating the 2021 drilling is due for release prior to the end of Q2 2022.

The management team is implementing a strategy to deliver further value for Shareholders through the safe execution of cost effective exploration programs aimed at growing the existing gold resource base and increasing development optionality. An estimated 33,000m of RC and 2,500m of diamond drilling is planned across at least 18 highly ranked gold targets in addition to the recently announced drilling at the Altair/Mensa base metal target. This drilling is scheduled to commence during Q2 2022.

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 undertake the planned drilling programs on highly ranked greenfields and brownfields gold targets, to further assess the resource development options at Gum Creek, to assess the base metal potential and for general working capital purposes.

Accompanying this Offer Booklet is your personalised Entitlement and Acceptance Form which details your entitlement and sets out the instructions for participating in the issue.

1 As disclosed to ASX on 12 February 2021 in the announcement titled "Gum Creek Gold Project Resource Update Addendum" to which the Company confirms there has been no changes.

Accordingly, I encourage your participation in the Offer. Please note the Closing Date of 20 May 2022. 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 [phone].

Yours faithfully

Peter Sullivan Chairman

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 $7,181,193 before costs. This Offer Document has been prepared by Horizon Gold and was lodged with ASX on 28 April 2022. 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 (Non-Traditional 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 websitewww.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 $0.35 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 point two (5.2) 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 (6 May 2022) are no longer eligible to participate in the Offer.