Horizon Minerals : Prospectus and Application Form

For personal use only

HORIZON MINERALS LIMITED

ACN 007 761 186

PROSPECTUS

Pursuant to this Prospectus, the Company makes:

1. the offer to Eligible Shareholders of up to 22,222,223 SPP Shares at an issue price of 9 cents per SPP Share together with up to 22,222,223 free SPP Options (exercise price 11 cents and expiry date 30 June 2025) on the basis of 1 free SPP Option for every 1 SPP Share subscribed for by Eligible Shareholders to raise up to $2,000,000 before costs (SPP Offer); and
2. the offer to Placees of up to 44,444,445 free Placement Options (exercise price 11 cents and expiry date 30 June 2025) on the basis of 1 free Placement Option for every 1 Placement Share subscribed for by Placees (Placement Options Offer).

This document is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act. This document is important and should be read in its entirety. The securities offered under this Prospectus should be considered highly speculative.

Not for release to US wire services or distribution in the United States

IMPORTANT NOTICE

About this Prospectus

This Prospectus is dated 1 July 2022 and was lodged with ASIC on that date. Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

onlyNo securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Application will be made to ASX within 7 days after the date of this Prospectus for quotation of the SPP Shares, SPP Options and the Placement Options the subject of this Prospectus.

This is a Prospectus for an offer of continuously quoted securities and options to acquire continuously quoted securities (as defined in the Corporations Act) of the Company and has been prepared in accordance with section 713 of the Corporations Act. Accordingly, this Prospectus does not contain the same level of disclosure as an initial public offering prospectus.

useThe Company is listed on ASX and our Shares are granted official quotation by ASX. In preparing this Prospectus, we have had regard to the fact that we are a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and professional advisers who investors may consult. Before applying for securities, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits and risks involved.

No person is authorised to give any information or to make any representation, in connection with the personalOffer that is not contained in this Prospectus. Any information or representation that is not in this Prospectus may not be relied on as having been authorised by the Company in connection with the Offer. Neither the Company nor any other person warrants the future performance of the Company or any return on any investment made under this Prospectus, except as required by law and, then, only to

the extent so required.

Restrictions on the distribution of this Prospectus

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would be not be lawful to do so. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and any person into whose possession this Prospectus comes should observe those restrictions. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The SPP Shares, the SPP Options and Placement Options (including the underlying Shares) have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the SPP Shares, SPP Options and Placement Options (including the underlying Shares) may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

The Offers are not extended to Shareholders having registered addresses outside Australia or New ForZealand.

Target Market Determination

A Target Market Determination (TMD) in respect of the offer of the SPP Options and Placement Options under this Prospectus has been prepared by the Company and is available on the Company's website at www.horizonminerals.com.au.

The TMD seeks to offer potential investors with an understanding of the class of investors for which the offer of SPP Options and Placement Options has been designed, having regard to the objectives, financial situation and needs of the target market.

Defined terms

Terms used in this Prospectus are defined in the Glossary. All financial amounts shown in this Prospectus are expressed in Australian dollars ($) unless otherwise stated.

Horizon Minerals Limited
Prospectus	Page 2

CORPORATE DIRECTORY
only	DIRECTORS	SOLICITORS TO THE OFFER
Mr Ashok Parekh	Fairweather Corporate Lawyers
(Non-Executive Chairman)	Suite 2, 589 Stirling Highway
Mr Jonathan Price	Cottesloe Western Australia 6011
(Managing Director)
Mr Peter Bilbe	SHARE REGISTRY *
(Non-Executive Director)	Computershare Investor Services Pty Ltd
use
	Level 11, 172 St Georges Terrace
COMPANY SECRETARY	Perth Western Australia 6000
	Mr Julian Tambyrajah	Tel: [phone] (within Australia)
		www.computershare.com.au
	REGISTERED OFFICE
personalFor	163-167 Stirling Highway
Nedlands Western Australia	6009
Tel: [phone]

www.horizonminerals.com.au

* The name of the Share Registry is included for information purposes only. It has not been involved in the preparation of any part of this Prospectus and has not consented to being named in the Prospectus.

Horizon Minerals Limited
Prospectus	Page 3

TABLE OF CONTENTS

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9. personalFor

INVESTMENT OVERVIEW................................................................................................................	5
TIMETABLE .......................................................................................................................................	8
DETAILS OF THE OFFERS ..............................................................................................................	9
PURPOSE AND EFFECT OF THE OFFERS..................................................................................	14
RISK FACTORS...............................................................................................................................	17
RIGHTS ATTACHING TO SECURITIES ........................................................................................	22
ADDITIONAL INFORMATION.........................................................................................................	25
DIRECTORS' AUTHORISATION AND CONSENT ........................................................................	31
GLOSSARY .....................................................................................................................................	32

Horizon Minerals Limited
Prospectus	Page 4

1. INVESTMENT OVERVIEW

For personal use only

	Question	Response	More
			information
	What are the Offers	By this Prospectus, the Company:	Sections
	being made under the	(a) offers for subscription up to 22,222,223 SPP	3.2 and 3.3
	Prospectus?
	Shares to Eligible Shareholders together with up to
		22,222,223 free SPP Options on the basis of 1 free
		SPP Option for every 1 SPP Share subscribed for
		by Eligible Shareholders (SPP Offer); and
		(b) offers to Placees up to 44,444,445 free Placement
		Options on the basis of 1 free Placement Option for
		every 1 Placement Share subscribed for by
		Placees (Placement Options Offer).
	What is the issue price of	The SPP Shares are being issued for 9 cents per Share	Sections
	the SPP Offer and who is	and the SPP Options are being issued for free.	3.2 and 3.7
	eligible to subscribe?	Applications pursuant to the SPP Offer must only be
		made by Eligible Shareholders (being a Shareholder
		with a registered address in Australia or New Zealand as
		at the SPP Record Date excluding Directors and
		Director controlled entities that are Shareholders).
	What is the issue price of	The Placement Options are being issued for free.	Section 3.3
	the Placement Options	Applications pursuant to the SPP Placement Options
	Offer and who is eligible	Offer must only be made by Placees (being investors
	to subscribe?	who subscribed for Placement Shares).
	What are the terms of	The terms of the SPP Options and the Placement	Sections
	the SPP Options and the	Options are the same. They each have an exercise	3.2, 3.3 and
	Placement Options?	price of 11 cents and an expiry date of 30 June 2025.	6.2
		Application will be made for these Options to be quoted
		on ASX.
		The full terms of the SPP Options and Placement
		Options are set out in Section 6.2.
	Are the Offers	The Offers are not conditional. The Company will use its	Section 3.4
	conditional?	existing placement capacity under Listing Rules 7.1 and
		7.1A to issue the SPP Shares, SPP Options, any SPP
		Shortfall Securities and the Placement Options.
	Are the Offers	The Offers are not underwritten.	Section
	underwritten?		3.11

Horizon Minerals Limited
Prospectus	Page 5