Horizonte Minerals Plc
Annual Report 2015

Plain-text annual report

Horizonte Minerals PLC Annual Report 2015 Horizonte Minerals is an AIM and TSX quoted nickel development company focussed in Brazil. Company Overview 01 2015 Highlights 02 Horizonte Minerals at a Glance 03 Araguaia Project Overview 03 Our Year in Review 04 Chairman’s Statement Business Review 06 Operations Review – Araguaia Nickel Project 12 Strategic Report 15 Financial Report Corporate Governance 16 Board of Directors and Key Management 18 Directors’ Report 20 Statement of Directors’ Responsibilities 21 Corporate Governance Report Financial Statements 22 Independent Auditor’s Report 23 Consolidated Statement of Comprehensive Income 24 Consolidated Statement of Financial Position 25 Company Statement of Financial Position 26 Statements of Changes in Equity 27 Consolidated Statement of Cash Flows 28 Company Statement of Cash Flows 29 Notes to the Financial Statements 53 Statutory Information 1 O O V V E E R R V V E E W W I I C C O O M M P P A A N N Y Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S T A T E M E N T S F I N A N C I A L 2015 Highlights > Successful outcome in January for the Public Hearing held at the Company’s operational base at Conceição do Araguaia. With over 1,000 participants from the local community along with a number of senior State level officials, the Public Hearing, a culmination of 18 months of social and environmental work, is a key part of the Brazilian environmental licence process, necessary to obtain the Preliminary Licence (‘LP’) for the extraction and processing of nickel at Araguaia. The Social and Environmental Impact Assessment was presented to attendees in partnership with the Department of Environment and Sustainability. > The Phase 4 infill resource drilling programme at Araguaia was completed in April, on time and within budget, with the objective of the programme being to convert the first 7 to 8 years of the modelled mine life to the Measured Resource category. The programme amounted to a total of 310 holes totalling 10,255 metres. > The completion of a bulk sampling programme and subsequent successful pilot plant testing programme. A circa 160 wet tonne sample, representative of the first 10 years of production was successfully treated through a Rotary Kiln Electric Furnace (‘RKEF’) pilot plant in Brazil to produce high grade commercial ferronickel on a continuous basis over an 11 day period. No critical flaws were identified. The successful pilot campaign confirmed that smelting of Araguaia ore by the proven RKEF process is feasible and provided a wealth of technical data to be incorporated in due course into the Feasibility Study. > Conclusion in late September of an agreement to acquire the neighbouring Glencore Araguaia Project (‘GAP’) from a subsidiary of Glencore Canada Corporation ('Glencore'). Combined with the Company’s 100% owned high-grade Araguaia nickel project, GAP and Araguaia together create one of the world’s largest nickel saprolite projects in terms of size and grade, with a high grade core anticipated for the first 10 years of mine life while offering operational flexibility for increased annual production in the future. Total purchase price of US$8 million with initial consideration of US$2 million in Horizonte shares, with remaining US$1 million due on release of a Feasibility study and US$5 million on first production. ‘2015 was another productive year for the Company, despite a backdrop of highly challenging commodities prices: the successful pilot plant programme proves the suitability of Araguaia to generate ferronickel product using the proven RKEF process, while the agreement with Glencore to acquire the neighbouring nickel project is a game changing transaction for Horizonte, it means that we have been able to create one of the leading nickel projects globally. The Company is now well positioned for the recovery in the mining sector over the next few years with a low cost strategy to de-risk the project to ensure we can deliver maximum value for shareholders.’ Jeremy Martin CEO 2 Horizonte Minerals at a Glance Horizonte Minerals at a Glance Horizonte Minerals wholly owns the advanced Araguaia nickel project, located south of the Carajàs mineral district in northern Brazil. The Araguaia project plans to use the proven Rotary Kiln Electric Furnace process to produce circa 15,000 tonnes per annum of nickel in a 20% grade ferronickel product. In 2015 the Company completed its 4th phase of infill drilling at Araguaia and concluded a successful pilot plant test on a 160 tonne bulk sample to produce commercial grade ferronickel. Horizonte agreement with also Glencore its neighbouring to acquire Glencore Araguaia Project (‘GAP’). reached an Horizonte’s next steps will be to integrate GAP and Araguaia and update its Pre- Feasibility Study to reflect the benefits of the enlarged project as well as continuing to advance project permitting. Panoramic View of Araguaia Project Area Araguaia Project Overview Araguaia Project Overview 3 O O V V E E R R V V E E W W I I C C O O M M P P A A N N Y Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S T A T E M E N T S F I N A N C I A L Araguaia is an advanced nickel laterite project being developed by the Company as the next major nickel project in Brazil. > 100% owned by Horizonte Minerals plc > Located in established mining district in northern Brazil, with good access to infrastructure > 110 km2 total licence area > NI 43-101 compliant Pre-Feasibility Study > NI 43-101 Resource: 71.98 Mt grading 1.33% Ni (Indicated) and 25.35 Mt at 1.21% Ni (Inferred) > Project Base Case to deliver circa 15 Ktpa nickel in ferronickel over the 25 year mine life > Phase 4 Resource infill drilling campaign completed in 2015, with aim to provide 7-8 years production from Measured category > Successful 160 tonne pilot plant campaign in 2015 confirms suitability of Araguaia ore for proven Rotary Kiln Electric Furnace production process > Transaction in 2015 with Glencore to acquire neighbouring Vale dos Sonhos and Serra da Tapa nickel deposits places enlarged project among the largest high grade nickel saprolite projects globally Our Year in Review January 2015 Successful public hearing in Conceição do Araguaia to present the SEIA to the local community as well as senior State level officials April 2015 Fourth phase 10,255 metre resource infill drilling campaign completed at Araguaia September 2015 Agreement with Glencore to acquire adjacent advanced ‘Glencore Araguaia Project — GAP’ September 2015 £1.5 million private placement completed with existing shareholders November 2015 Successful pilot plant campaign produced commercial grade ferronickel from 160 tonne bulk sample of Araguaia ore Horizonte Employees in Conceiçao do Araguaia Investing counter cyclically, whether in M&A or organic growth, is an often- stated mantra that is rarely executed. I am delighted to say that this is exactly what Horizonte has done with its acquisition of GAP. is The consolidation of the Araguaia district is a major achievement for Horizonte. The enlarged project ideally placed in the commodity cycle to be advanced with the aim of commencing production within the next five years when the supply / demand fundamentals for nickel will be more favourable. I would sincerely like to thank our share- holders for your continued support. I will leave you with this fact — Horizonte is valued at C$0.01 per pound of nickel in the ground. The last major nickel transaction was the acquisition of Canico Resources by Vale in 2006 for a project of similar scale and grade at C$0.23 per pound nickel in the ground at the feasibility study stage. I would like to extend my appreciation to our ever hard working management team led by Jeremy Martin and also my fellow Board members — Owen Bavinton, Alex Christopher of Teck, Bill Fisher and Allan Walker whose belief in the quality of the Araguaia asset that Horizonte owns is as enduring as mine. David J Hall Chairman 15 March 2016 4 Chairman’s Statement Chairman’s Statement David J Hall campaign generated a wealth of technical data to be incorporated into the Feasibility Study that will include the acquired Glencore project. Key milestones in 2016 and significant pieces of news flow to look out for will be an updated resource estimate for the combined projects along with an updated Pre-Feasibility Study. You may ask is it worth doing this work given the state of the resource sector. The answer is a firm ”yes” as we are in a cyclical industry and it is our intention to have Araguaia established as the next generation nickel project in terms of advanced de- risked Tier 1 assets globally. Why? Because demand for nickel will continue to grow. As McKinsey reported in November 2015 (”Is there hidden treasure in the mining in- dustry,”) a look at mining fundamentals of- fers a less gloomy view. Demand for met- als continues to grow worldwide, albeit at a slower pace, as has production. For almost all commodities, production is at record levels. The slower rate of demand growth in China has let growing supply overtake demand in a number of commodities, and this overcapacity has pulled prices down, for now. The McKinsey analysis suggests that the steadily deteriorating quality of accessible resources, combined with the current cuts in new mine investment, will likely squeeze supply in the face of slow, steady demand growth, causing prices to rebound. This is supported by number of reports for example, Capital Economics stated, “…we think that the pieces are fall- ing into place for a significant rally in the price of nickel in 2016. The expected re- bound in demand, at a time of falling sup- ply, will send the market into deficit. Once the buffer of stocks has been exhausted, we forecast that the tighter market will lift prices to US$17,000 by end-year.” Time will tell, but Horizonte is positioned for the long term which will see us benefit from the forecast rise in nickel prices. Dear Shareholders Though 2015 was an extremely difficult year for the resource / commodities sector, it has been a pivotal, game changing one for Horizonte. In parallel with further de- risking of our flagship Araguaia nickel project we secured the acquisition of the adjacent Glencore Araguaia Project (‘GAP’) to create a Tier 1 project in Brazil. The combined projects create one of the largest nickel saprolite resources in the world, at the upper end of the grade curve, located in a proven mining region. The cost of this acquisition in immediate terms was US$2.0 million payable in shares, with additional milestone payments in the future (total consideration US$8 million) thus at a minimal dilution to current shareholders. GAP is an advanced project, with a significant amount of high quality work completed initially by Falconbridge and subsequently Xstrata / Glencore, with some 1,302 diamond drill holes for 55,334 metres. Total historic spend on the project is in the order of US$75 million, demonstrating the demonstrating the very significant discount of our acquisition to the money previously expended. And this is key — such an acquisition would never have been done in the bull market from 2009 to 2014 — it was only possible due to the market rout that we have today, with majors wishing to sell off non-core assets. This was not a spur of the moment decision either — Horizonte had been wanting to acquire GAP since it was taken over by XStrata as part of Falconbridge. The real driver behind this transaction is that by creating a Tier 1 asset, it has the potential to supply a high grade core for the first 10 years of mine life, which has a significant positive effect on the overall enlarged project economics. Another key milestone in 2015 was the completion of the pilot plant campaign, the results of which were announced in November. The key objectives of the integrated pilot plant campaign were to confirm the smelting behaviour of the Araguaia ore, the mode of operation of the dryer/agglomerator-kiln-electric furnace, as well as the production of ferronickel and slag at the temperatures and quality under conditions similar to a commercial operation. We were delighted with the success of the pilot campaign which confirmed that Araguaia will support the production of high grade ferronickel by the proven RKEF process. In addition the Chairman’s Statement 5 O O V V E E R R V V E E W W I I C C O O M M P P A A N N Y Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S T A T E M E N T S F I N A N C I A L Pequizeiro Deposit Area Pequizeiro Deposit Area 6 Operations Review Operations Review Jeremy Martin Araguaia Nickel Project Bulk Sample Collection and Pilot Plant Testing The completion of a bulk sampling programme and subsequent pilot plant testing of a circa 160 wet tonne sample from Araguaia to produce ferronickel was a major de-risking milestone for the Company in 2015. This demonstrated that the proven Rotary Kiln Electric Furnace ('RKEF') process is suitable for the Araguaia ore. Drill Testing of Selected Bulk Sample Sites and Wide Diameter Auger Drilling The programme commenced with the drilling of 64 test holes totalling 944 metres across the four selected bulk sample sites. The aim of this drilling was to ensure that the in-situ grade of the bulk sample is well understood and that the sample can be blended to match the chemistry of the commercial mining operation. Analysis of the test holes was followed by drilling off 23 auger holes of 1 metre diameter, with a total length of 261 metres at selected locations. A total of 286 samples were collected with a total wet weight of 261 tonnes. High grade nickel intersections received from bulk sampling drilling included: > 11.45 metres grading 2.68% Ni > 8.38 metres grading 2.42% Ni > 12.51 metres grading 2.14% Ni The samples were then delivered to the RKEF pilot plant located at Morro Azul in Minas Gerais, southern Brazil. This plant was originally built by Anglo American and is now operated by metallurgical consultants IGEO. It has been used by several major nickel companies (including Vale and Anglo American) for pilot test work, staff training and final product testing. Pilot Plant Testing Programme The pilot plant processed 160 wet tonnes of ore over a continuous 11 day period, pouring metal twice a day with the bulk sample representative of the ore which the Company anticipates to be processed during the first nine years of commercial operation at Araguaia. First and foremost the campaign confirmed production of high grade commercial ferronickel from representative Araguaia ore on a continuous and sustained basis and with the key equipment operating in a stable condition. No critical flaws were identified and all of the information generated during this test will now be utilised in due course to finalise the commercial RKEF design in the Feasibility Study (‘FS’). Drying and agglomeration produced excellent feed material for processing in the high temperature rotary kiln while good quality calcine was continuously produced in the rotary kiln with very low dust generation and favourable pre-reduction levels of about 60% for iron oxide and 10% nickel oxide reduction. Electric furnace smelting of the calcine produced high quality ferronickel over a target range of commercial nickel grades and at a nickel recovery of over 93%; both ingot casting and nickel granulation of the Fe-Ni product was successfully demonstrated. The key objectives of the integrated pilot plant campaign were to confirm the smelting behaviour of the Araguaia ore, the mode of operation of the dryer / agglomerator-rotary kiln-electric furnace, as well as the production of ferronickel and slag under conditions similar to a commercial operation. Diamond Drill Core From The Phase 4 Programme Showing High Grade Nickel Mineralisation Phase 4 Diamond Drilling On The Pequizeiro Target Operations Review 7 O V E R V I E W C O M P A N Y R R E E V V I I E E W W B B U U S S I I N N E E S S S S G O V E R N A N C E C O R P O R A T E S T A T E M E N T S F I N A N C I A L Phase 4 Resource Infill Drilling Programme The Phase 4 infill resource drilling programme at Araguaia was completed in April, on time and within budget. The aim of the programme was to convert the first 7 to 8 years of the modelled mine life to the Measured Resource category and in the process give a higher degree of confidence in regard to the nickel mineralisation for the initial period of mine life. The programme comprised infill drilling on 50 metre x 50 metre grids on selected parts of the Pequizeiro and Jacutinga deposits. It amounted to a total of 310 holes totalling 10,255 metres, 261 holes totalling 8,764 metres on the Pequizeiro deposit and 49 holes totalling 1,491 metres on the Jacutinga deposit. High grade nickel intersections from infill resource drilling on the Pequizeiro deposit included: > 11.30 metres grading 2.95% Ni > 9.21 metres grading 2.50% Ni > 11.82 metres grading 2.39% Ni > 14.05 metres grading 2.33% Ni > 18.99 metres grading 2.27% Ni High grade nickel intersections from infill resource drilling on the Jacutinga deposit included: > 4.44 metres grading 3.04% Ni > 12.13 metres grading 2.43% Ni > 17.44 metres grading 2.38% Ni > 19.67 metres grading 2.07% Ni > 17.30 metres grading 2.07% Ni Completion of the Phase 4 infill programme takes the total number of HQ core holes drilled at Araguaia to 1,722 comprising 45,468 metres. Acquisition of Glencore Araguaia Project Transaction Overview Conclusion in late September of an agreement to acquire the advanced Glencore Araguaia Project (‘GAP’) located to the north of Horizonte’s existing project in central Brazil was a major achievement and a game changing transaction for Horizonte. Combined with the Company’s 100% owned high-grade Araguaia project, the ‘Enlarged Project’ creates one of the world’s largest nickel saprolite projects in terms of size and grade, in a premier mining jurisdiction that has a defined path to Feasibility. The additional resources generate the potential to provide a high grade core for the first 10 years of mine life for the single line RKEF plant as contemplated in the Base Case of the Pre-Feasibility Study (‘PFS’), with the higher nickel grades expected to significantly improve project economics, delivering a shorter capital repayment period and a lower breakeven nickel price while offering operational flexibility for increased annual production in the future. To integrate GAP the Company will need to re-estimate the mineral resources and update the mining and economic study to be presented in a revised PFS before preparation of a FS for the Enlarged Project. The total acquisition cost was US$8,000,000, comprising: > US$2,000,000 on closing, in ordinary shares in the capital of the Company and split between the deposit areas comprising GAP and payable once the Company is registered as holder of the GAP deposit areas by the DNPM (the National Department of Mineral Production of Brazil), which is allowed to take up to one year under the terms of the agreement. The Vale dos Sonhos (‘VdS’) deposit area was transferred in November and subsequently US$660,000 was paid in shares to a subsidiary of Glencore. The transfer of the Serra do Tapa and Pau Preto deposit areas (together: ‘SdT’) is still being processed by the DNPM, following the completion of which a further US$1,340,000 will be issued in shares in the Company. > US$1,000,000 after the date of issuance of a joint FS for the Enlarged Project area, to be satisfied in HZM Shares or cash, at the election of the Company; and > US$5,000,000 will be paid in cash, as at the date of first commercial production from any of the resource areas within the Araguaia or GAP areas. Phase 4 Drilling Campaign 8 Operations Review Operations Review continued Project Details The geological setting of GAP is similar to Araguaia. They are both located in Neo- Proterozoic Araguaia Fold Belt, and the nickel laterite deposits in both projects are developed on peridotites that form part of mafic-ultramafic complexes representing tectonic remnants of ophiolites emplaced in metasediments that form the western, external zone, of the Araguaia Belt. Exploration work in the original GAP concessions was started by Falconbridge (later Xstrata Nickel) in 2003. By 2008 this work included the completion of over 2,500 diamond drill holes. Drilling on the Serra do Tapa and Vale dos Sontos deposits was completed on 80m x 80m grids and on a 160m x 160m grid on the Pau Preto deposit. Small areas of closer spaced drilling were completed to evaluate short- scale variability. The historical estimate for GAP at a 0.90% nickel cut-off is presented in the table below. This estimate was prepared in accordance with CIM Definition Standards. The table also presents the Araguaia Mineral Resource Estimate at a 0.95% nickel cut-off from the Canadian NI 43-101 compliant PFS published by the Company: Deposits Ni cut-off grade Mt % Ni Mt % Ni Mt % Ni GAP historical estimate * 0.90 16.1 1.44 89.0 1.31 105.1 1.33 Measured Mineral Resources Indicated Mineral Resources Measured & Indicated Resources Inferred Mineral Resources Mt 18 % Ni 1.3 Horizonte Araguaia Project ** 0.95 — — 72.0 1.33 72.0 1.33 25 1.2 *Source: GlencoreXstrata — Resources & Reserves Report dated 31 December 2013. **Source: Horizonte Araguaia Project Pre-Feasibility Study dated 25 March 2014. Operations Review 9 O V E R V I E W C O M P A N Y R R E E V V I I E E W W B B U U S S I I N N E E S S S S G O V E R N A N C E C O R P O R A T E S T A T E M E N T S F I N A N C I A L Sustainability Horizonte Minerals is committed to responsible exploration and development. We are focussed on working sustainably, managing our impact, and providing value to our communities. In 2015, our team implemented new policies and revised existing policies to ensure that the Company adheres to best-practice standards, such as IFC Performance Standards, Equator Voluntary Principles on Security & Human Rights, and Brazilian CONAMA regulations. New / enhanced policies implemented throughout 2015 include: > Business Integrity; > Complaints Handling Procedures; > Community Engagement Framework; > Resettlement Planning; and > Environmental Monitoring and Management Procedures. Environment To the Company's employees, sustainability means that we minimise harm to the environment by planning, operating and closing our projects in an environmentally as well as a socially responsible manner. Our approach is based on the robust identification, assessment and control of risks across all phases of the project and work in partnership with environmental authorities and local community groups. In 2015, a strong focus on environmental impact management was demonstrated through the following highlighted activities: > Completion of an internal and external review of all environmental monitoring & data collection procedures, including training to all employees on new procedures; > Rehabilitation of over 285 drill hole areas; > Internal audit of vegetation rehabilitation in areas affected by drilling activities, confirming that the Company's environmental procedures are being implemented correctly; > Integration of GAP into the environmental baseline data campaign; and > Environmental education activities within rural and urban communities. Low Impact Mine Design The mine design for the future project has been optimised to reduce environmental impacts wherever possible. Key features include: > Plans to recycle over 80% of water requirements; > Locations of plant, waste & slag piles designed to minimise environmental impacts, by avoiding protected environmental areas, streams and native reserves; > Internal roads that optimise travel distance, whilst also following existing infrastructure in the region; and > Process design to include the granulation of slag, providing the potential to re-utilise the slag for construction or fertilizer projects in the region. Team Safety Briefing 10 Operations Review Operations Review continued Permitting The Araguaia Project is currently in transition from exploration to development, and therefore requires new permits from the Pará State Government Environmental Agency ('SEMAS'). We have made significant progress on the environmental permitting process and are on track to receive the Preliminary Mine Licence ('LP') in 2016. Below is a summary of the environmental permit process for the Araguaia Project: Araguaia Project Environment Mine Permit Process in Brazil from Exploration to Construction Exploration Licence Social & Environmental Impact Assessment Public Hearing LP Approval Installation Licence Approval (LI)  DNPM grants mineral exploration rights  Company elaborates exploration licence  SEMAS approves exploration licence  Company formally requests LP  State Environment Agency publishes LP request  Company completes full year baseline data collection  Company finalises and submits Social & Environmental Impact Assessment  Public Hearing conducted in local community to discuss Social & Environmental Impact  Company presents Public Hearing documentation to SEMAS  Site Visit with SEMAS technical team • • • • • • Company formally requests LI SEMAS publishes LI request Company elaborates environmental control plans and other permits in accordance with obligations set out in the LP SEMAS analyses and approves mine LI State Environmental Agency governing body meeting to approve Preliminary mine Licence Formal approval and publication of Preliminary mine Licence Assessment for mine To ensure that future permits for the Araguaia Project can be obtained efficiently, the team conducted further permitting activities throughout 2015, including: > Additional baseline data collection for water quality, water quantity, soil, air, gas, noise, and weather; > Hydrological studies; > Chemical analysis of slag taken from the successful Araguaia pilot plant campaign; and > Socio-economic development and community engagement activities. Community and Social Responsibility ('CSR') The Company works in partnership with ru- ral communities and demonstrates the ut- most respect for our local farming families. In 2015, the Company conducted socio- economic development and community engagement activities including: > Rural road refurbishments to improve access for communities to goods and services; > Employee volunteer work in local schools and community NGOs; > A visitor programme for universities and training institutions; > Health clinics in rural and urban areas; > Environmental education activities; > Community presentations and visits to stakeholders within the project area of influence; and > Support for cultural festivals and other local community activities. In 2015, the Company commenced an employee volunteer project with the Serra Verde School. The school is located within the area of influence of the Araguaia Project and is one of the most impoverished in the region. Employees provide activities and resources to enrich the education and livelihoods of students. Operations Review 11 O V E R V I E W C O M P A N Y R R E E V V I I E E W W B B U U S S I I N N E E S S S S G O V E R N A N C E C O R P O R A T E S T A T E M E N T S F I N A N C I A L Planning the Araguaia Project to deliver net positive benefit for our communities Throughout the Araguaia Nickel Project's construction and operation, we will focus our efforts on three pillars in the local communities: economic development, social development and care & respect for our community. Economic Development Pillar > Maximising local employment opportunities in our company > Developing local suppliers who can provide services to our company and others in the region > Developing small & medium enterprises, particularly in the rural area Social Development Pillar > Providing capacity building programmes Care & Respect Pillar > Public health programme, including to the local government and communities where we operate > Eventually investing in education and cultural activities once the project moves to operation sexual health education > Environment education programme > Resettlement programme aligned with IFC guidelines > Mine closure plan and environmental management plans > Engagement and continuous communication Next Phase of Project Development Following the rapid deterioration in market conditions in 2015 the Company has implemented a cost reduction programme with the aim of ensuring a robust cash position through 2016 while ensuring the continued development of the project. The aim during 2016 is to complete the following: Integration of GAP and Resource Update The Company will be working towards an updated resource estimate that takes into account the results of the Phase 4 resource in-fill drilling campaign at Araguaia, as well as the integration of GAP. The updated resource incorporating GAP will then be fed into the PFS update outlined below. Update to the PFS With the purchase of GAP there is a significant amount of information that requires integration with the existing Araguaia Project, the main work area being resource integration. The principal operating and financial assumptions of the PFS will be reviewed and updated as appropriate — these will include the impact of a weaker Brazilian Real on project operating and capital costs, review of alternative suppliers of major capital items as well as energy, including taking account of the changes in market conditions. Phase 4 Diamond Drilling Permitting Following the public hearing for the Araguaia Project in 2015 the Company continues to work towards receipt of the LP, which it anticipates receiving in 2016. The Group is undertaking environmental baseline studies which are required for receipt of the LI. The LI is the next step in the licencing process following award of the LP and together with an approved Mine Plan, would enable Horizonte Minerals to start construction of the Araguaia Project’s mine and plant infrastructure. 12 Strategic Report Strategic Report Company Manager Inspecting Drill Core The Directors of the Company and its sub- sidiary undertakings (which together com- prise ‘the Group’) present their Strategic Re- port for the year ended 31 December 2015. Review of the Business The Group is focussed on the development of the enlarged Araguaia nickel project, in Brazil. A detailed review of the activities together with future developments of the Group is provided in the Chairman’s Statement and the Operations Review. Organisation Overview The Group’s business is directed by the Board and is managed on a day to day basis by the Chief Executive Officer, based at the Company’s offices in London, United Kingdom. The corporate structure reflects the historical development of the Group, together with various project holdings of the Group, with relevant licences and locally domiciled permits held through subsidiaries. Where there is an appropriate requirement, for fiscal and other reasons, incorporated entities are also located in other particular territories. The Group’s exploration activities in Brazil are undertaken through HM do Brazil Ltda, Araguaia Niquel Mineração Ltda, Lontra Empreendimentos e Participaçoes Ltda., Champol Brasil Mineração Ltda and Cluny Mineração Ltda. The Board of Directors comprises the Chief Executive Officer and five Non- Executive Directors. Aims, Strategy & Business Plan The Group’s aim is to create value for shareholders through the development to through of feasibility stage and into development. the Araguaia Project The Group’s strategy is to continue to progress the development of the 100% owned Araguaia project and to consolidate the Group’s existing landholdings in the Araguaia area. The Group also evaluates on an ad hoc basis with a view to eventual acquisition, exploration and development of mineral projects in jurisdictions in which it holds a presence, and/or in sectors in which management has expertise. The Group’s business plan is to integrate the Glencore Araguaia Project (‘GAP’) ac- quired in 2015 and update the Pre-Fea- sibility Study for the combined GAP and Araguaia projects (together the ‘Enlarged Project’). This will be a further milestone in progressive development and de-risking of the Araguaia project. This has been the core focus of the Group since the acquisi- tion of Araguaia in August 2010. The Group continues to plan towards producing a Fea- sibility Study for the Enlarged Project when market conditions and financing allow. The Board seeks to run the Group with a low cost base in order to maximise the amount that is spent on exploration and development as this is where value can be added. To this extent, the corporate office is run on a streamlined basis by a core team, and specialist skills and activities are outsourced as appropriate, both in the United Kingdom and in Brazil. The Group finances its activities through periodic capital raisings with share placings. As the Group continues to develop its projects, there may be opportunities to obtain funding through other financial instruments, including royalty, debt or other arrangements with strategic parties. Strategic Report 13 O V E R V I E W C O M P A N Y R R E E V V I I E E W W B B U U S S I I N N E E S S S S G O V E R N A N C E C O R P O R A T E S T A T E M E N T S F I N A N C I A L Dependence on key personnel The Group is dependent upon its executive management team. Whilst it has entered into contractual agreements with the aim of securing the services of these personnel, the retention of their services cannot be guaranteed. The development and success of the Group depends on the ability to recruit and retain high quality and experienced staff. The loss of service of key personnel or the inability to attract additional qualified personnel as the Group grows could have an adverse effect on future business and financial conditions. To date the Group has been successful in recruiting and retaining high quality staff. Uninsured risk The Group, as a participant in exploration and development programmes, may become subject to liability for hazards that cannot be insured against or third party claims that exceed the insurance cover. The Group may also be disrupted by a variety of risks and hazards that are beyond its control, including geological, geotechnical environmental factors, and hazards, industrial accidents, occupation and health hazards and weather conditions or other acts of God. seismic Financial risks The Group’s operations expose it to a variety of financial risks, particularly relating to foreign currency exchange rates as a result of the Group’s foreign operations. The Group has a risk management programme in place that seeks to limit the adverse effects of these risks on the financial performance of the Group. Details of the Group’s financial risk management objectives and policies are set out in note 3 to the Financial Statements. Financial Performance Review The Group is not yet producing minerals and so has no income other than bank interest. Consequently the Group is not expected to report profits until it disposes is able to profitably develop or of or otherwise turn to account its exploration and development projects. The principal financial key performance indicators (‘KPIs’) monitored by the Board concern levels and usage of cash. other uncertainties, Country risk The Group’s licences and operations are located in foreign jurisdictions. As a result, the Group is subject to political, economic and including but not limited to, changes in policies or the personnel administering them, appropriation of property without fair compensation, cancellation or modification of contract rights, royalty and tax increases and other risks arising out of foreign governmental sovereignty over the area in which these operations are conducted. and offers Brazil is the current focus of the Group’s activity stable political frameworks and actively supports foreign It has a well-developed investment. exploration and mining code with proactive support for foreign companies. Economic growth has however faltered and the country has moved into a recession in 2015. Volatility of commodity prices Historically, commodity prices (including in particular the price of nickel) have fluctuated and are affected by numerous factors beyond the Group’s control. The is aggregate effect of these factors impossible to predict. Fluctuations in commodity prices in the long-term may adversely affect the returns of the Group’s exploration projects. A significant reduction in the global demand for nickel, leading to a fall in nickel prices, could lead to a significant fall in the cash flow of the Group in future periods and/or delay in exploration and production, which may have a material adverse impact on the operating results and financial position of the Group. any project Financing The successful exploration of natural requires resources on significant capital investment. The Group currently sources finance through the issue of additional equity capital. The Group’s ability to raise further funds will depend on the success of its investment strategy and acquired operations. The Group may not be successful in procuring the requisite funds on terms which are acceptable and, if such funding is unavailable, the Group may be required to reduce the scope of its investments or anticipated expansion. Principal Risks and Uncertainties Set out below are the principal risks and uncertainties facing the Group: Exploration risks The exploration and mining business is controlled by a number of global factors, principally supply and demand which in turn is a key driver in global metal prices; these factors are beyond the control of the Group. Exploration is a high-risk business and there can be no guarantee that any mineralisation discovered will result in proven and probable reserves or go on to be an operating mine. At every stage of the exploration process the projects are rigorously reviewed, both internally and by qualified third party consultants to determine if the results justify the next stage of exploration expenditure, ensuring that funds are only applied to high priority targets. the Group, The principal assets of comprising exploration the mineral licences are subject to certain financial and legal commitments. If these commitments are not fulfilled the licences could be revoked. The Group closely monitors on an ongoing basis its commitments and the expiry terms of all licenses in order to ensure good title is maintained. They are also subject to legislation defined by the government in Brazil; if this legislation is changed it could adversely affect the value of the Group’s assets. Resource estimates The Group’s reported resources are only estimates. No assurance can be given that the estimated resources will be recovered or that they will be recovered at the rates estimated. Mineral reserve and resource estimates are based on limited sampling and as a result are uncertain because the samples may not be fully representative of the full resource. Mineral resource estimates may require revision (either up or down) in future periods based on further drilling or actual production experience. future resource Any figures will be estimates and there can be no assurance that the minerals are present, will be recovered or that they can be brought into profitable production. Furthermore, a decline in the market price for natural resources, particularly nickel, could render reserves containing relatively lower grades of these resources uneconomic to recover. 14 Strategic Report The three main financial KPIs for the Group allow it to monitor costs and plan future exploration and development activities and are as follows: Cash and cash equivalents Administrative expenses as a percentage of Total assets Exploration costs capitalised as intangible assets 2015 2014 £2,738,905 £5,030,968 3.3% 4.2% £5,715,108 £2,018,658 Administrative expenses as a percentage of total assets have been reduced following streamlining in the year in the context of the deterioration in the financial market environment prevalent in the sector in which the Group operates. Exploration costs capitalised as intangible assets relate to expenditure on the Araguaia project. Development activity at Araguaia in 2014 focussed on advancing permitting on the project and planning for the Feasibility Study, together with the 4th Phase infill drilling campaign commenced in early November 2014. Development activity in 2015 included the majority of the costs of the 4th Phase infill drilling campaign, the bulk sample and pilot plant programme as well as the acquisition of GAP. At 31 December 2015 the Group’s intangible assets had a carrying value of £20,046,102. Non-Financial Key Performance Indicators (‘KPIs’) The Board monitors the following non-financial KPIs on a regular basis: Health and Safety — number of reported incidents There were no reportable incidents in the current or prior year. Operational performance Completion of a pilot plant programme: the successful completion of a pilot plant programme treating circa 160 wet tonnes of Araguaia ore, representative of circa the first 10 years of production to produce commercial grade ferronickel, represented a significant de-risking step. Furthermore in concluding an agreement with a subsidiary of Glencore to acquire GAP, the Group has been successful in its strategy of consolidating its landholdings in the Araguaia area. Fundraising On 2 October 2015 a total of 112,500,000 shares were issued through a private placement at a price of £0.01 per share to raise £1,125,000 before expenses. On 9 October 2015 a total of 42,500,000 shares were issued through a private placement at a price of £0.01 per share to raise £425,000 before expenses. By order of the Board Jeffrey Karoly Company Secretary 15 March 2016 Financial Report Jeffrey Karoly Financial Report 15 O V E R V I E W C O M P A N Y R R E E V V I I E E W W B B U U S S I I N N E E S S S S G O V E R N A N C E C O R P O R A T E S T A T E M E N T S F I N A N C I A L ‘The weakening Brazilian Real versus Dollar and Sterling has signifi cantly helped in holding down the cost base in tough markets’ Loss before taxation Cash and cash equivalents Exploration assets Net assets Loss per share (pence) Year ended 31 December 2015 £ Year ended 31 December 2014 £ (1,654,552) (1,241,936) 2,738,905 5,030,968 19,854,074 20,499,387 19,547,252 26,171,171 (0.311) (0.283) loss for the year Loss for the year The increased by £412,616 to £1,654,552 due to in part to a one-off non-cash impairment charge in 2015 of £253,006 relating to avail- financial assets, which able-for-sale comprised a reclassification from the re- serves relating to available-for-sale assets, with an offsetting credit to Other Com- prehensive Income. The Group has continued to keep a tight control on its administrative costs, which reduced in the year by £446,796 to £864,892, due to savings principally achieved in Brazil. 2014 also benefitted from a £415,702 credit to the Income Statement due to changes in fair value of contingent consideration, as compared to credit in 2015 of £138,515. This is due to changes in foreign exchange and timing assumptions as regards the contingent consideration payable and is a non-cash item. In 2015 there was a loss on foreign exchange of £251,409 as certain of the cash deposits of the Group are held in currencies other than Sterling. This compared to a loss in 2014 of £46,634. Finance costs increased by £164,527 from £173,903 to £338,430 due the unwinding of the discounting on the contingent considerations payable to Teck Resources and Xstrata Brasil Mineração. These are non-cash items. comprehensive total Furthermore, income attributable to equity holders of £(8,669,278) included currency translation differences of £(7,267,732). This was due to the Brazilian real continuing to weaken against Sterling as at 31 December 2015, as compared to 31 December 2014. Cash and Cash Equivalents The closing cash balance for the Group of £2,738,905 is net of £2,603,260 of direct exploration expenditure in the year, as compared to £1,843,161 in 2014. Expenditure in 2015 was higher than in 2014 and driven by the 10,255 metre, 4th Phase Resource in-fill drilling campaign, which was completed during the year, together with the pilot plant metallurgical testing programme. included £3,174,275 Exploration Assets Exploration assets, which comprise the Araguaia project, have decreased to £19,854,074 as at 31 December to £20,499,387 2015 as compared as at 31 December 2014: the Group incurred addition expenditure in the year, which in relation to licences acquired from a subsidiary of Glencore, however this was offset by a negative foreign exchange revaluation of £6,360,421 as the Brazilian Real continued to devalue against Sterling. The exploration assets of the business are recorded in the functional currency of Brazil, the country in which they are located. 16 Board of Directors and Key Management Board of Directors and Key Management A wealth of experience David J. Hall, BA (hons), MSc, Fellow SEG, P.Geo, Non-Executive Chairman Mr. Hall is a graduate in geology from Trinity College Dublin and holds a Masters Degree in Mineral Exploration from Queen’s University, Kingston, Ontario. He has over 30 years of experience in the exploration and mining sector and has worked on and assessed exploration projects and mines in over 40 countries. From 1992, Mr. Hall was Chief Geologist for Minorco, responsible for Central and Eastern Europe, Central Asia and the Middle East. He moved to South America in 1997 as a Consultant geologist for Minorco South America and subsequently became exploration manager for AngloGold South America in 1999, where he was responsible for exploration around the Cerro Vanguardia gold mine in Argentina, around the Morro Velho and Crixas mines in Brazil and establishing the exploration programme that resulted in the discovery of the La Recantada gold deposit in Peru as well as certain joint ventures in Ecuador and Colombia. In April 2002, Mr. Hall became an executive director of Minmet and operations director in September 2002. Mr. Hall led the divestment of Minmet’s exploration assets in the Dominican Republic into GoldQuest Mining Corporation, which is listed on the TSX Venture Exchange. Mr. Hall is also founder of Stratex International Plc, an AIM traded company with exploration assets in Turkey and in which Teck is an equity shareholder. Mr. Hall is a fellow of the Society of Economic Geologists and EuroGeol. from Jeremy J. Martin, MSc, ASCM Director and Chief Executive Officer Mr Martin holds a degree in Mining Geology from the Camborne School of Mines, and a Master's Degree in mineral exploration the University of Leicester. He has worked in South America, Central America and Europe, where he was responsible for grassroots regional metalliferous exploration programmes through to resources definition and mine development. Mr Martin has established a number of JV partnerships with major mining companies and has been involved in the formation of four AIM and TSX traded companies. He has served on a number of public company boards and is a member of the Society of Economic Geologists and the Institute of Mining Analysts. Jeffrey L. Karoly BSc (hons), ACA, Company Secretary and Chief Financial Officer Mr Karoly has a degree in Geology from the University of Bristol and is a Chartered Accountant with over 15 years of experience in the mining industry. He was with Minorco/Anglo American from 1997 to 2007 in a variety of finance/corporate finance functions in the UK, Brazil, South Africa and France and from 2008 to 2010 was Chief Financial Officer of South American Ferro Metals, a private company that acquired, explored and developed an iron ore property in Brazil and which in 2010 listed on the ASX. Mr Karoly started his career at Coopers & Lybrand and speaks French and Portuguese. Owen A. Bavinton, BSc (hons), MSc, DIC, PhD, Non-Executive Director Dr. Bavinton graduated from the University of Queensland in Geology in 1969, holds a Masters Degree in Mineral Exploration from Imperial College, London and a PhD in Economic Geology from ANU, Canberra, Australia. He has over 40 years of varied international experience in the minerals exploration and mining sector in several commodities. After brief periods as a junior consultant and an underground mine geologist on a Witwatersrand gold mine, from 1974 to 1985 he had several positions with Western Mining Corporation, finally as director of WMC’s activities in Brazil. From 1986 to 1992 he was Chief Executive Officer of Aredor Guinea SA. In 1992 he joined the Anglo American group where he stayed until his retirement in 2010. Based initially in Turkey and then in Budapest, he was responsible for Anglo American’s exploration and project evaluation activities in the FSU, Central Europe and the Middle East. He moved to London in 1998, initially as Head of Exploration for Minorco, and later Group Head of Exploration and Geology for the Anglo American Group. In those roles he was responsible for worldwide exploration and geosciences covering a range of exploration projects, through all stages of development, including advanced projects and feasibility studies, as well as providing geoscience input into numerous acquisitions. He is a fellow of the Society of Economic Geologists, the Association of Applied Geochemists and the Institute of Materials, Mining and Metallurgy. Dr. Bavinton is currently an independent consultant. Board of Directors and Key Management 17 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G G O O V V E E R R N N A A N N C C E E C C O O R R P P O O R R A A T T E E S T A T E M E N T S F I N A N C I A L Key Advisers Roger Billington P.Geo Senior Nickel Adviser Mr Billington is the former head of Falcon- bridge nickel laterite exploration worldwide. He has project development experience including senior roles in the discovery and evaluation of the Touba- Biankouma nickel laterite deposits (Côte d’Ivoire), the Koniam- bo nickel laterite deposit (New Caledonia), the Sechol nickel laterite deposit (Guatema- la) and the GlobeStar nickel laterite deposit (Dominican Republic). Dr Philip Mackey P.Eng, PhD, FCIM Senior Metallurgical Adviser Dr Mackey is a consulting metallurgical engineer with over forty years’ experience in non-ferrous metals processing with a particular focus on nickel and copper sulphide smelting and nickel laterite processing. He has worked for leading producers of nickel including Falconbridge and Xstrata and throughout his career he has been involved in a number of nickel sulphide projects and later on, nickel laterite projects at various stages of the development cycle. Dr Mackey’s extensive experience has seen him take projects from the start-up stage, through the feasibility stages and into the processing and production of non-ferrous metals. Dr Mackey is a Member and Fellow of the Canadian Institute of Mining and Metallurgy as well as the Metals and Minerals Society USA. He has also authored or co-authored over 100 publications regarding metallurgy with a particular focus on nickel and copper. Allan M. Walker, MA Non-Executive Director Mr. Walker has over 30 years of experience in investment banking and funds man- agement, primarily focussed on energy sector project finance and private equity, particularly in emerging markets. He has extensive contacts in the renewable en- ergy sector worldwide, as well as with governments, multilateral agencies and regional development banks. Mr Walker is currently a consultant with UK Trade and Investment, where he is Head of Project Finance on the Institutional Investment and Infrastructure team, focusing on at- investment tracting foreign direct into infrastructure projects. UK energy and Previously he was with Masdar Capital in Abu Dhabi, as Executive Director, respon- sible for managing the third party private equity funds management business for Masdar, the Abu Dhabi government’s clean energy and sustainability company. Pri- or to that he founded (in 2005) and ran a similar private equity fund for Black River Asset Management (UK) Limited, an indi- rectly held subsidiary of Cargill Inc. Prior to Black River, Mr. Walker was head of power and infrastructure in London for Standard Bank Plc, a world leader in emerging mar- kets resource banking. Mr. Walker was also previously a director in the Global Energy and Project Finance Group of Credit Suisse First Boston in London and ran the energy group at CSFB Garantia in Sao Paulo, Brazil from 1998 to 2001, where he spent sev- en years covering Latin America. He also spent three years in the energy group of ING Barings in New York. Mr. Walker grad- uated with an MA in economic geography from Cambridge University in 1982 and received his financial training on a one year residential training programme with JP Morgan in New York in 1983. He speaks Portuguese and Spanish. the mining Alexander N. Christopher, BSc (hons), P.Geo Non-Executive Director Mr. Christopher, a professional geologist, has some 30 years of experience in mineral exploration and industry. He is a member of the Association of Professional Engineers and Geoscientists BC and possesses an Honours B.Sc. in Geology from McMaster University and an Environmental Biology Technology diploma from Canadore College. Mr. Christopher currently holds the position of Vice President, Exploration at Teck. Mr. Christopher has been with Teck since the mid-1980’s holding a number of positions within the company. He is also currently a member of the Board of Directors of the Prospectors and Developers Association of Canada. William Fisher, P.Geo Non-Executive Director Mr. Fisher graduated as a geologist in 1979 and has extensive industry experience which has included a number of residential in Africa, Australia, Europe and posts Canada in both exploration and mining positions. Under his leadership, Karmin Exploration discovered the Aripuanã base metal sulphide deposits in Brazil. From 1997 to 2001 Mr Fisher was Vice President, Exploration for Boliden AB, a major European mining and smelting company where he was responsible for thirty five projects in nine countries. From 2001 to 2008, Bill led GlobeStar Mining Corp. from an exploration company to an emerging base metal producer in the Dominican Republic which developed and operated the Cerro de Maimon mine until it was sold to Perilya for USD 186 million. Mr Fisher was also Chairman of Aurelian Resources which was acquired by Kinross in 2008 for USD 1.2 Billion after the discovery of the Fruta del Norte gold deposit in Ecuador. Mr Fisher currently serves as Executive Chairman of Goldquest Mining Corp. (TSX: GCQ), independent director of Treasury Metals Inc. (TSX: TML) and Chairman of Rame Energy (AIM: RAME). 18 Directors’ Report Directors’ Report The Directors present their Annual Report on the affairs of Horizonte Minerals Plc, together with the audited Financial Statements for the year ended 31 December 2015. The Group also provides in-kind support through our employees to assist local landowners partake in good environmental stewardship practices, for example, the rehabilitation of natural springs. SEIA As the project moves towards the Feasibility Stage, the focus is now on creating one integrated Social and Environmental Impact Assessment based on International Finance Corporation / World Bank standards. Ongoing data collection will continue to be undertaken in 2016, including social resettlement data, water, air and other data required to place the Group in good stance with strong baseline studies to further advance permitting and provide a basis to progress the Araguaia Project through the Feasibility Stage. Health and safety Horizonte operates a comprehensive health and safety programme to ensure the wellness and security of its employees. The control and eventual elimination of all work related hazards requires dedicated team effort involving the active participation of all employees. A comprehensive health and safety programme is the primary means for delivering best practices in health and safety management. This programme is regularly updated to incorporate employee feedback, lessons learned from past incidents and new guidelines related to new projects. Through this we aim to identify areas for further improvement of health and safety management, resulting in continuous improvement of the health and safety programme. Employee involvement is seen as fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and accidents. The Group operates using 6 ‘golden rules’ aimed at mitigating the majority of health and safety risks. Annually, Horizonte management provides a detailed in house review of the Company’s health and safety programme hand in hand with all members of the Brazil exploration team. In addition, Brazil exploration personnel attend accredited independent courses in first-aid, risk assessment, fire combatting and defensive driving. Substantial shareholdings The Directors are aware of the following substantial interests or holdings in 3% or more of the Company’s ordinary called up share capital as at 15 March 2016. Major shareholders Number of shares % of issued capital Teck Resources Limited 188,689,929 Henderson Global Investors 114,632,667 Richard Griffiths City Financial Anglo Pacific Group Plc Quantom Holdings Glencore 99,839,049 40,333,333 34,228,821 25,280,105 23,777,273 28.1 17.0 14.9 6.0 5.1 3.8 3.5 Principal activities The principal activity of the Group and Company is the identification, acquisition, exploration and development of mineral projects. The main area of activity comprises the development of the Araguaia nickel project, located in Parà State in north-eastern Brazil. Financial review The Group recorded a loss for the year of £1,654,552 (2014: £1,241,936). The Group is currently involved in exploration and evaluation activities and not actively mining. As a result, the Group is not revenue generative. On 2 October 2015 a total of 112,500,000 shares were issued through a private placement at a price of £0.01 per share to raise £1,125,000 before expenses. On 9 October 2015 a total of 42,500,000 shares were issued through a private placement at a price of £0.01 per share to raise £425,000 before expenses. On 25 November 2015 a total of 23,777,273 shares were issued at £0.0184 per share in consideration for the purchase of the Vale dos Sonhos mineral concession from Xstrata Brasil Mineração Ltda. At 31 December 2015 the Group had cash and cash equivalents of £2,738,905 (2014: £5,030,968). The Directors have prepared cash flow forecasts for the 12 months from the date of signing of these Financial Statements. The Directors have formed a judgement at the time of approving the Financial Statements that there is a reasonable expectation that the Company and Group have adequate resources to continue operations for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the Financial Statements. Further details of the Directors’ conclusions regarding going concern are detailed in note 2.4 to the Financial Statements. The Directors do not recommend payment of a dividend (2014: £Nil). Corporate and Social Responsibility People As a Group we understand the importance of the team in developing and growing the Group for the future. We aim to create an environment that will attract, retain and motivate people so they can maximise their potential. Social Horizonte currently conducts exploration in Brazil and recognises that there is a vital social dimension to all exploration and mining activities. We are fortunate to maintain excellent relationships with all communities and landholders located close to, or on, our projects. This is largely as a result of our policy to prioritise local labour and regularly consult community members about the Araguaia Project. Wherever possible, the Group tries to support local economic development by using local suppliers and over 60% of the Group’s workforce originate from the Brazilian state of Parà, where the project is located. Environmental Horizonte undertakes its exploration activities in a manner that aims to minimise or eliminate negative environmental impacts and strives wherever possible to make that impact positive. Horizonte is currently at the pre-production stage, hence, the environmental impact associated with its activities is minimal. To ensure proper environmental stewardship on its projects, Horizonte conducts certified baseline studies prior to all drill programmes and ensures that areas explored are properly maintained and conserved in accordance with local environmental legislation. After drilling has occurred, drill sites and access routes are rehabilitated to equal or better conditions and, where practical, improvements carried out on local roads and infrastructure. Directors’ Report 19 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G G O O V V E E R R N N A A N N C C E E C C O O R R P P O O R R A A T T E E S T A T E M E N T S F I N A N C I A L Share capital Changes in the share capital of the Company are set out in note 15 of the Financial Statements. Directors and their interests The names of the Directors of the Company at the date of this report are shown in the Statutory Information. The Directors who served during the year, together with all their beneficial interests in the shares of the Company as at 31 December 2015 are as follows: Director David Hall Jeremy Martin Owen Bavinton Allan Walker William Fisher Alex Christopher 31 December 2015 31 December 2014 Shares Options Shares Options 1,039,955 5,000,000 765,908 4,000,000 1,083,908 11,000,000 1,083,908 8,250,000 2,000,000 3,500,000 — 4,400,000 — — 2,500,000 3,400,000 20,000 3,500,000 20,000 2,500,000 — — — — None of the Directors exercised any share options during the year. There has been no change in the interests set out above between 31 December 2015 and 15 March 2016. Directors’ statement as to disclosure of information to auditor The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are individually aware, there is no relevant audit information of which the Company’s auditor is unaware and the Directors have taken all the steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of the information. Matters covered in the Strategic Report The business review, review of KPIs and details of the future developments are included in the Operations Review and Strategic Report. Events after the reporting date The events after the reporting date are set out in note 30 to the Financial Statements. Future developments In 2016 the Group will be working on updating the Resource Estimate for Araguaia, including the integration of the deposits acquired from Glencore in November 2015. An updated Pre-Feasibility Study will also be prepared and which will include integration of GAP. Furthermore the permitting for the Araguaia project will continue to be advanced. Annual General Meeting The Notice of the Annual General Meeting of the Company and the Management Information Circular together with Management Discussion and Analysis as at 31 December 2015 will be distributed to shareholders together with the Annual Report. Full details of the business to be considered at that meeting can be found in the Notice. Independent auditor The auditor, PKF Littlejohn LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. PKF Littlejohn LLP has signified its willingness to continue in office as auditor. By Order of the Board Jeffrey Karoly Company Secretary 15 March 2016 20 Statement of Directors’ Responsibilities Statement of Directors’ Responsibilities The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have prepared the Group and Parent Company Financial Statements in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the European Union. Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company, and of the profit or loss of the Group for that period. In preparing these Financial Statements, the Directors are required to: > select suitable accounting policies and then apply them consistently; > make judgements and accounting estimates that are reasonable and prudent; > state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the Financial Statements; and > prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and to disclose with reasonable accuracy at any time the financial position of the Company and the Group, and enable them to ensure that the Financial Statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial in the Company’s website, www.horizonteminerals.com. Legislation in the United Kingdom governing the preparation and dissemination of the Financial Statements may differ from legislation in other jurisdictions. information included By Order of the Board Jeffrey Karoly Company Secretary 15 March 2016 Front Row: Jeremy Martin, David Hall. Back Row: Alexander Christopher, Jeffrey Karoly, Allan Walker, Owen Bavinton. Corporate Governance Report Corporate Governance Report 21 The Board of Directors As at 31 December 2015, the Board of Directors comprised six members: one Executive Director and five Non-Executive Directors including the Chairman, Mr David Hall. The Executive Director has a wealth of minerals exploration and development experience. Similarly the Non-Executive Directors have extensive mineral and financial experience. Mr Owen Bavinton, Mr William Fisher and Mr Allan Walker are classified as Independent by the Toronto Stock Exchange. includes the approval of Board meetings The Board ordinarily meets approximately on a quarterly basis and as and when required, providing effective further leadership and overall management of the Company’s affairs by reference to those matters reserved for its decision. This the budget and business plan, major capital expenditure, acquisitions and disposals, risk management policies and the approval of financial statements. Formal agendas, papers and reports are sent to the Directors in a timely manner, prior to the Board meetings. The Board delegates certain aspects of its responsibilities to the Board committees which have terms of reference as listed below. the Corporate governance practices The Board recognises the importance of sound corporate governance commensu- rate with the size of the Company and the interests of Shareholders. As the Company grows, the Directors will seek to develop policies and procedures in line with the requirements of the Code of Best Practice (commonly known as the ‘UK Corporate Governance Code’), as published by the Fi- nancial Reporting Council so far as is prac- ticable and considers them to be appropri- ate taking into account the size and nature of the Company. Risk management The Board considers risk assessment to be important in achieving its strategic ob- jectives. There is a process of evaluation of performance targets through regular re- views by senior management of forecasts. Project milestones and timelines are regu- larly reviewed. Securities trading The Company has adopted a share dealing code for dealings in shares by Directors and senior employees which is appropriate for an AIM and TSX listed company. The Directors comply with relevant AIM and TSX rules relating to Directors’ dealings and take reasonable steps to ensure compliance by the Group’s applicable employees. Relations with shareholders The Board is committed to providing the effective communication with shareholders of the Company. Significant developments are disseminated through stock exchange announcements and regular updates on the Company website. The Board views the Annual General Meeting as a forum for communication between the Company and its shareholders and participation in its agenda. encourages their O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G G O O V V E E R R N N A A N N C C E E C C O O R R P P O O R R A A T T E E S T A T E M E N T S F I N A N C I A L Remuneration and audit committees The remuneration committee comprises David Hall, William Fisher and Allan Walker and is responsible for reviewing the performance of the Executive Director and senior management and for setting the framework and broad policy for the scale and structure of their remuneration, taking into account all factors which it shall deem necessary. The remuneration committee also determines the allocation of share options and is responsible for setting up any performance criteria in relation to the exercise of options granted under any share options schemes adopted by the Company. The audit committee, comprising Owen Bavinton, David Hall, William Fisher and Allan Walker, has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Group’s accounting and internal controls. Internal controls The Board recognises the importance of both financial and non-financial controls and has reviewed the Company’s control environment and any related shortfalls during the year. Since the Company was established, the Directors are satisfied that, given the current size and activities of the Company, adequate internal controls have been implemented. Whilst they are aware that no system can provide absolute assurance against material misstatement or loss, in light of the current activity and proposed future developments of the Company, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective. 22 Independent Auditor’s Report Independent Auditor’s Report to the Members of Horizonte Minerals Plc for We have audited the Financial Statements of Horizonte Minerals Plc the year ended 31 December 2015 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Cash the Consolidated and Parent Flows, Company Statements of Changes in Equity and the related notes. The financial reporting that has been applied in their preparation is applicable law and International Financial Reporting Standards (‘IFRSs’) as adopted by the European Union and, as regards the Parent Company Financial Statements, as applied in accordance with the provisions of the Companies Act 2006. framework This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of Directors and Auditor As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the Financial Statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. free Scope of the audit of the Financial Statements involves obtaining evidence An audit the amounts and disclosures about in the Financial Statements sufficient to give reasonable assurance that the Financial Statements are from material misstatement, whether caused includes an by fraud or error. This assessment of: whether the accounting policies are appropriate to the Group and the Parent Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by Directors; and the overall presentation of the Financial Statements. In addition, we read all the financial and non-financial in the Annual Report to information identify material inconsistencies with the audited Financial Statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on Financial Statements In our opinion: > the Financial Statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2015 and of the Group’s loss for the year then ended; > the Group Financial Statements have been properly prepared in accordance with the IFRSs as adopted by European Union; > the Parent Company Financial Statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and > the Financial Statements have been prepared the requirements of the Companies Act 2006. in accordance with Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the Strategic Report and Directors’ Report for the financial year for which the Financial Statements are prepared is consistent with the Financial Statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: > adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or > the Parent Financial Statements are not in agreement with the accounting records and returns; or Company > certain disclosures Directors’ remuneration specified by law are not made; or of > we have not received all the information and explanations we require for our audit. Alistair Roberts (Senior statutory auditor) For and on behalf of PKF Littlejohn LLP Statutory auditor 15 March 2016 1 Westferry Circus Canary Wharf London E14 4HD Consolidated Statement of Comprehensive Income For the year ended 31 December 2015 Consolidated Statement of Comprehensive Income 23 Continuing operations Revenue Cost of sales Gross profit Administrative expenses Charge for share options granted Changes in fair value of contingent consideration Project and intangible fixed asset impairment Loss on foreign exchange Other losses — impairment of available-for-sale assets Operating loss Finance income Finance costs Loss before taxation Income tax Loss for the year from continuing operations attributable to owners of the parent Other comprehensive income Items that may be reclassified subsequently to profit or loss Changes in value of available-for-sale financial assets Currency translation differences on translating foreign operations Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to owners of the parent Earnings per share from continuing operations attributable to owners of the parent Basic (pence per share) Diluted (pence per share) O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L Year ended 31 December 2015 £ Year ended 31 December 2014 £ Notes — — — — — — (864,892) (1,311,688) (100,248) (125,107) 138,515 — (251,409) (253,006) 415,702 (31,989) (46,364) — (1,331,040) (1,099,446) 14,918 31,413 (338,430) (173,903) (1,654,552) (1,241,936) — — (1,654,552) (1,241,936) 253,006 (22,729) (7,267,732) (1,438,422) (7,014,726) (1,461,151) (8,669,278) (2,703,087) (0.311) (0.311) (0.283) (0.283) 19 6 13 6 8 8 9 13 18 21 21 The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes. 24 Consolidated Statement of Financial Position Consolidated Statement of Financial Position Company number: 05676866 As at 31 December 2015 Assets Non-current assets Intangible assets Property, plant & equipment Deferred tax assets Current assets Trade and other receivables Available-for-sale financial assets Cash and cash equivalents Total assets Equity and liabilities Equity attributable to owners of the parent Share capital Share premium Other reserves Retained losses Total equity Liabilities Non-current liabilities Contingent consideration Deferred tax liabilities Current liabilities Trade and other payables Total liabilities Total equity and liabilities 31 December 2015 £ 31 December 2014 £ Notes 10 11 9 12 13 14 15 16 18 19 9 19 20,046,102 20,770,312 11,888 54,390 3,590,675 5,065,976 23,648,665 25,890,678 40,912 22,709 — — 2,738,905 5,030,968 2,779,817 5,053,677 26,428,482 30,944,355 6,712,044 4,924,271 31,252,708 31,095,370 (7,336,327) (321,601) (11,081,173) (9,526,869) 19,547,252 26,171,171 5,171,629 2,235,512 1,560,581 2,201,778 6,732,210 4,437,290 149,020 149,020 335,894 335,894 6,881,230 4,773,184 26,428,482 30,944,355 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. The Financial Statements were authorised for issue by the Board of Directors on 15 March 2016 and were signed on its behalf. David J Hall Chairman Jeremy J Martin Chief Executive Officer Company Statement of Financial Position Company number: 05676866 As at 31 December 2015 Assets Non-current assets Property, plant & equipment Investment in subsidiaries Current assets Trade and other receivables Cash and cash equivalents Total assets Equity and liabilities Equity attributable to equity shareholders Share capital Share premium Merger reserve Retained losses Total equity Liabilities Non-current liabilities Contingent consideration Current liabilities Trade and other payables Total liabilities Total equity and liabilities Company Statement of Financial Position 25 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L 31 December 2015 £ Notes 31 December 2014 £ 11 26 12 14 15 16 18 19 19 1,254 44,698,874 44,700,128 18,739 2,568,266 2,587,005 2,291 37,768,225 37,770,516 13,818 4,208,984 4,222,802 47,287,133 41,993,318 6,712,044 31,252,708 10,888,760 (7,240,881) 41,612,631 4,924,271 31,095,370 10,888,760 (7,652,755) 39,255,646 5,171,629 5,171,629 2,235,512 2,235,512 502,873 502,873 5,674,502 47,287,133 502,160 502,160 2,737,672 41,993,318 The above Company Statement of Financial Position should be read in conjunction with the accompanying notes. The Financial Statements were authorised for issue by the Board of Directors on 15 March 2016 and were signed on its behalf. David J Hall Chairman Jeremy J Martin Chief Executive Officer 26 Statements of Changes in Equity Statements of Changes in Equity For the year ended 31 December 2015 Consolidated As at 1 January 2014 Loss for the year Other comprehensive income: Changes in value of available-for-sale financial assets Currency translation differences on translating foreign operations Total comprehensive income for the year Issue of ordinary shares Issue costs Share-based payments Total transactions with owners, recognised directly in equity As at 31 December 2014 Loss for the year Other comprehensive income: Changes in value of available-for-sale financial assets Currency translation differences on translating foreign operations Total comprehensive income for the year Issue of ordinary shares Issue costs Share-based payments Total transactions with owners, recognised directly in equity As at 31 December 2015 Company As at 1 January 2014 Loss for the year Total comprehensive income for the year Issue of ordinary shares Issue costs Share-based payments Total transactions with owners, recognised directly in equity As at 31 December 2014 Profit for the year Total comprehensive income for the year Issue of ordinary shares Issue costs Share-based payments Total transactions with owners, recognised directly in equity As at 31 December 2015 Attributable to owners of the parent Share capital £ Share premium £ Retained losses £ Other reserves £ Total £ 4,011,395 — 26,997,998 (8,410,040) — (1,241,936) 1,139,550 23,738,903 — (1,241,936) — — — 912,876 — — 912,876 — — — (22,729) — (1,438,422) (22,729) (1,438,422) — (1,241,936) — — 125,107 125,107 4,564,389 (467,017) — 4,097,372 (1,461,151) — — — — (2,703,087) 5,477,265 (467,017) 125,107 5,135,355 4,924,271 — 31,095,370 (9,526,869) — (1,654,552) (321,601) 26,171,171 — (1,654,552) — — — — 253,006 — — (7,267,732) 253,006 (7,267,732) — 1,787,773 — — 1,787,773 — (1,654,552) — — 100,248 100,248 200,300 (42,962) — 157,338 (7,014,726) — — — — (8,669,278) 1,988,073 (42,962) 100,248 2,045,359 6,712,044 31,252,708 (11,081,173) (7,336,327) 19,547,252 Attributable to equity shareholders Share capital £ Share premium £ Retained losses £ Merger reserves £ Total £ 4,011,395 — — 912,876 — — 912,876 4,924,271 — — 1,787,773 — — 1,787,773 6,712,044 26,997,998 — — 4,564,389 (467,017) — 4,097,372 31,095,370 — — 200,300 (42,962) — 157,338 31,252,708 (7,551,817) (226,045) (226,045) — — 125,107 125,107 (7,652,755) 311,626 311,626 — — 100,248 100,248 (7,240,881) 10,888,760 — — — — — — 10,888,760 — — — — — — 10,888,760 34,346,336 (226,045) (226,045) 5,477,265 (467,017) 125,107 5,135,355 39,255,646 311,626 311,626 1,988,073 (42,962) 100,248 1,945,111 41,612,631 The above Statements of Changes in Equity should be read in conjunction with the accompanying notes. Consolidated Statement of Cash Flows For the year ended 31 December 2015 Cash flows from operating activities Loss before taxation Finance income Finance costs Impairment of Peruvian reserves Impairment of available-for-sale financial assets Charge for share options granted Impairment of intangible assets Gain on sale of property, plant and equipment Exchange differences Change in fair value of contingent consideration Depreciation Operating loss before changes in working capital (Increase)/decrease in trade and other receivables (Decrease)/increase in trade and other payables Net cash used in operating activities Cash flows from investing activities Purchase of intangible assets Proceeds from sale of property, plant and equipment Interest received Net cash used in investing activities Cash flows from financing activities Proceeds from issue of ordinary shares Issue costs Net cash generated from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year Exchange loss on cash and cash equivalents Cash and cash equivalents at end of the year Consolidated Statement of Cash Flows 27 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L 31 December 2015 £ 31 December 2014 £ Notes (1,654,552) (1,241,936) (14,918) 338,430 17,200 253,006 100,248 - (24,453) 251,409 (31,413) 173,903 - - 125,107 31,989 - 46,364 (138,515) (415,702) 1,419 3,666 (870,726) (1,308,022) (19,635) (37,154) 39,417 55,558 (927,515) (1,213,047) (2,663,260) (1,843,161) 26,734 14,918 — 31,413 (2,621,608) (1,811,748) 1,550,000 5,477,265 (42,962) (467,017) 1,507,038 5,010,248 (2,042,085) 1,985,453 5,030,968 3,091,880 (249,978) (46,365) 14 2,738,905 5,030,968 Major non-cash transactions During the year ended 31 December 2015 additions to intangible exploration assets included £27,296 (2014: £46,261) in relation to depreciation charges on property, plant and equipment used for exploration activities. The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 28 Company Statement of Cash Flows Company Statement of Cash Flows For the year ended 31 December 2015 Cash flows from operating activities Profit/(loss) before taxation Finance income Charge for share options granted Exchange differences Depreciation Operating profit/(loss) before changes in working capital (Increase) in trade and other receivables Increase in trade and other payables 31 December 2015 £ 31 December 2014 £ Notes 311,626 (6,952) 100,248 (375,747) 1,037 30,212 (4,921) 713 (226,045) (14,006) 125,107 (91,966) 2,846 (204,064) (1,783) 26,929 Net cash flows generated from/(used in) operating activities 26,004 (178,918) Cash flows from investing activities Loans to subsidiary undertakings Interest received Net cash used in investing activities Cash flows from financing activities Proceeds from issue of ordinary shares Issue costs Net cash generated from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of the year (3,180,712) (3,392,720) 6,952 14,006 (3,173,760) (3,378,714) 1,550,000 5,477,265 (42,962) (467,017) 1,507,038 5,010,248 (1,640,718) 1,452,616 4,208,984 2,756,368 14 2,568,266 4,208,984 Major non-cash transactions On 25 November 2015 a total of 23,777,273 shares were issued at £0.0184 per share in consideration for the purchase of the Vale dos Sonhos mineral concession from Xstrata Brasil Mineração Ltda. No cash consideration were exchanged. The above Company Statement of Cash Flows should be read in conjunction with the accompanying notes. Notes on the Financial Statements 29 Notes to the Financial Statements 1 General information The principal activity of Horizonte Minerals Plc (‘the Company’) and its subsidiaries (together ‘the Group’) is the exploration and development of base metals. The Company’s shares are listed on the AIM market of the London Stock Exchange and on the Toronto Stock Exchange. The Company is incorporated and domiciled in the UK. The address of its registered office is 26 Dover Street, London W1S 4LY. 2 Summary of significant accounting policies The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the years presented. 2.1 Basis of preparation These Financial Statements have been prepared in accordance with International Financial Reporting Standards (‘IFRSs’) and IFRS interpretations Committee (‘IFRS IC’) interpretations as adopted by the European Union (‘EU’) and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The Financial Statements have been prepared under the historical cost convention as modified by the revaluation of available-for-sale financial assets and certain subsidiaries’ assets and liabilities to fair value for consolidation purposes. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements, are disclosed in Note 4. 2.2 Changes in accounting policy and disclosures a) New and amended standards adopted by the Group There are no IFRSs or IFRIC interpretations that were effective for the first time for the financial year beginning 1 January 2015 that have had a material impact on the Group or Company. b) New and amended standards, and interpretations issued but not yet effective for the financial year beginning 1 January 2015 and not early adopted The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the financial statements are listed below. The Group intends to adopt these standards, if applicable, when they become effective. Unless stated below, there are no IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group. O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L Standard IAS 1 (Amendments) IAS 7 (Amendments) IAS 12 (Amendments) IAS 16 (Amendments) IAS 19 (Amendments) IAS 27 (Amendments) IAS 38 (Amendments) IFRS 9 IFRS 11 (Amendments) IFRS 15 IFRS 16 Annual Improvements Annual Improvements *Subject to EU endorsement Presentation of Financial Statements: Disclosure Initiative Disclosure Initiative Recognition of Deferred Tax Clarification of Acceptable Methods of Depreciation Defined Benefit Plans: Employee Contributions Separate Financial Statements Clarification of Acceptable Methods of Amortisation Financial Instruments Joint Arrangements: Accounting for Acquisitions of Interests in Joint Operations Revenue from Contracts with Customers Leases 2010 – 2012 Cycle 2012 – 2014 Cycle Effective Date 1 January 2016 *1 January 2017 *1 January 2017 1 January 2016 1 February 2015 1 January 2016 1 January 2016 *1 January 2018 1 January 2016 *1 January 2018 *1 January 2019 1 February 2015 1 January 2016 2.3 Basis of consolidation Horizonte Minerals Plc was incorporated on 16 January 2006. On 23 March 2006 Horizonte Minerals Plc acquired the entire issued share capital of Horizonte Exploration Limited (HEL) by way of a share for share exchange. The transaction was treated as a group reconstruction and was accounted for using the merger accounting method as the entities were under common control before and after the acquisition. 30 Notes on the Financial Statements Subsidiaries are entities controlled by the Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: > Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee). > Exposure, or rights, to variable returns from its involvement with the investee. > The ability to use its power over the investee to affect its returns. The Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: > The contractual arrangement with the other vote holders of the investee. > Rights arising from other contractual arrangements. > The Group’s voting rights and potential voting rights. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. Other than for the acquisition of HEL as noted above, the Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are expensed as incurred unless they result from the issuance of shares, in which case they are offset against the premium on those shares within equity. If an acquisition is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or a liability is recognised in accordance with IAS 39 either in profit or loss or as a change in other comprehensive income. The unwinding of the discount on contingent consideration liabilities is recognised as a finance charge within profit or loss. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity. The excess of the consideration transferred and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss. Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with policies adopted by the Group. Investments in subsidiaries are accounted for at cost less impairment. The following 100% owned subsidiaries have been included within the consolidated Financial Statements: Subsidiary undertaking Horizonte Exploration Ltd Horizonte Minerals (IOM) Ltd HM Brazil (IOM) Ltd Cluny (IOM) Ltd Champol (IOM) ltd Horizonte Nickel (IOM) Ltd HM do Brasil Ltda Araguaia Niquel Mineração Ltda Lontra Empreendimentos e Participações Ltda Typhon Brasil Mineração Ltda Trias Brasil Mineração Ltda Parent company Country of incorporation Nature of business Horizonte Minerals Plc Horizonte Exploration Ltd Horizonte Minerals (IOM) Ltd Horizonte Minerals (IOM) Ltd Horizonte Minerals (IOM) Ltd Horizonte Minerals (IOM) Ltd HM Brazil (IOM) Ltd Horizonte Nickel (IOM) Ltd Araguaia Niquel Mineração Ltda/ Horizonte Nickel (IOM) Ltd Cluny (IOM) Ltd Champol (IOM) Ltd England Isle of Man Isle of Man Isle of Man Isle of Man Isle of Man Brazil Brazil Mineral Exploration Holding company Holding company Holding company Holding company Holding company Mineral Exploration Mineral Exploration Brazil Brazil Brazil Mineral Exploration Mineral Exploration Mineral Exploration Notes on the Financial Statements 31 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L 2.4 Going concern The Group’s business activities together with the factors likely to affect its future development, performance and position are set out in the Chairman’s Statement on pages 4 and 5; in addition note 3 to the Financial Statements includes the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit and liquidity risk. The Financial Statements have been prepared on a going concern basis. Although the Group’s assets are not generating revenues and an operating loss has been reported, the Directors consider that the Group has sufficient funds to undertake its operating activities for a period of at least the next 12 months including any additional payments required in relation to its current exploration projects. The Group has cash reserves which are considered sufficient by the Directors to fund the Group’s committed expenditure both operationally and on its exploration projects for the foreseeable future. However, as additional projects are identified and the Araguaia project moves towards production, additional funding will be required. As a result of considerations noted above, the Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing these Financial Statements. 2.5 Intangible Assets (a) Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets, liabilities and contingent liabilities of the acquired subsidiary at the date of acquisition. Goodwill arising on the acquisition of subsidiaries is included in ‘intangible assets’. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segment. (b) Exploration and evaluation assets The Group recognises expenditure as exploration licenses or exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral resources. Expenditure included in the initial measurement of exploration and evaluation assets and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production. Exploration and evaluation assets arising on business combinations are included at their acquisition-date fair value in accordance with IFRS 3 (revised) ‘Business combinations.’ Other exploration and evaluation assets and all subsequent expenditure on assets acquired as part of a business combination are recorded and held at cost. Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas. Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of commercially viable quantities of mineral resources or the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to profit or loss. 2.6 Property, plant and equipment All property, plant and equipment is stated at historic cost less accumulated depreciation. Historic cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All repairs and maintenance costs are charged to profit or loss during the financial period in which they are incurred. 32 Notes on the Financial Statements Depreciation is charged on a straight-line basis so as to write off the cost of assets, over their estimated useful lives, using the straight- line method, on the following bases: Office equipment Vehicles and other field equipment 25% 25% – 33% The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount. Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within ‘Other (losses)/gains’ in the Statement of Comprehensive Income. 2.7 Impairment of non-financial assets Assets that have an indefinite useful life, such as goodwill or intangible exploration assets not ready to use, are not subject to amortisation and are tested annually for impairment. Intangible assets that are subject to amortisation and property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. 2.8 Foreign currency translation (a) Functional and presentation currency Items included in the Financial Statements of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The functional currency of the UK and Isle of Man entities is Sterling and the functional currency of the Brazilian entities is Brazilian Real. The Consolidated Financial Statements are presented in Pounds Sterling, rounded to the nearest pound, which is the Company’s functional and Group’s presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. (c) Group companies The results and financial position of all the Group’s entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: 1. 2. 3. assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; each component of profit or loss is translated at average exchange rates during the accounting period (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and all resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in profit or loss as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. 2.9 Financial assets The Group classifies its financial assets in the following categories: loans and receivables; and available-for-sale financial assets, as appropriate. The Group determines the classification of its financial assets at initial recognition, depending on the purpose for which the financial assets were acquired. Notes on the Financial Statements 33 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L (a) Available-for-sale financial assets Available-for-sale financial assets consist of equity investments that are neither classified as held for trading nor designated at fair value through profit or loss. After initial recognition, available-for-sale financial assets are subsequently measured at fair value with unrealised gains or losses recognised as other comprehensive income in the available-for-sale reserve until the investment is derecognised, at which time the cumulative gain or loss is recognised in other operating income, or the investment is determined to be impaired, when the cumulative loss is reclassified from the available-for-sale reserve to the Income Statement in finance costs. The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices. (b) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate method, less impairment. The Group’s loans and receivables comprise ‘trade and other receivables’ and ‘cash and cash equivalents’ in the Statement of Financial Position. Derecognition A financial asset is derecognised when the rights to receive cash flows from the asset have expired. 2.10 Cash and cash equivalents In the Statement of Financial Position and Statement of Cash Flows, cash and cash equivalents comprise cash at bank and in hand and demand deposits with banks and other financial institutions, that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. 2.11 Impairment of financial assets (a) Assets carried at amortised cost The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. For loans and receivables category, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the Consolidated Income Statement. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in the Consolidated Income Statement. (b) Assets classified as available-for-sale The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. For equity investments, a significant or prolonged decline in the fair value of the security below its cost is also evidence that the assets are impaired. If any such evidence exists the cumulative loss — measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss — is removed from equity and recognised in profit or loss. Impairment losses recognised in the Consolidated Income Statement on equity instruments are not reversed through the Consolidated Income Statement. 2.12 Taxation The tax credit or expense for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. The charge for current tax is calculated on the basis of the tax laws enacted or substantively enacted by the end of the reporting period in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. 34 Notes on the Financial Statements Deferred tax is accounted for using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax assets are recognised on tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the Statement of Financial Position date and are expected to apply to the period when the asset is realised or the liability is settled. Deferred tax assets and liabilities are not discounted. 2.13 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. 2.14 Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method. 2.15 Contingent consideration Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as finance cost. 2.16 Operating leases Leases of assets under which a significant amount of the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Operating lease payments are charged to the Income Statement on a straight-line basis over the period of the respective leases. 2.17 Share-based payments and incentives The Group operates equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of employee services received in exchange for the grant of share options are recognised as an expense. The total expense to be apportioned over the vesting period is determined by reference to the fair value of the options granted: > including any market performance conditions; > excluding the impact of any service and non-market performance vesting conditions; and > including the impact of any non-vesting conditions. Non-market performance and service conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period the Group revises its estimate of the number of options that are expected to vest. Notes on the Financial Statements 35 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L It recognises the impact of the revision of original estimates, if any, in profit or loss, with a corresponding adjustment to equity. When options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium. The fair value of goods or services received in exchange for shares is recognised as an expense. 2.18 Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer, the Company’s chief operating decision-maker ('CODM'). 2.19 Finance income Interest income is recognised using the effective interest method, taking into account the principal amounts outstanding and the interest rates applicable. 2.20 Contingent Liabilities Contingent liabilities are potential obligations that arise from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events that, however, are beyond the control of the Group. Furthermore, present obligations may constitute contingent liabilities if it is not probable that an outflow of resources will be required to settle the obligation, or a sufficiently reliable estimate of the amount of the obligation cannot be made. 3 Financial risk management 3.1 Financial risk factors The main financial risks to which the Group’s activities are exposed are liquidity and fluctuations on foreign currency. The Group’s overall risk management programme focusses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Risk management is carried out by the Board of Directors under policies approved at the quarterly Board meetings. The Board frequently discusses principles for overall risk management including policies for specific areas such as foreign exchange. (a) Liquidity risks In keeping with similar sized mineral exploration groups, the Group’s continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital. The Group monitors its cash and future funding requirements through the use of cash flow forecasts. All cash, with the exception of that required for immediate working capital requirements, is held on short-term deposit. (b) Foreign currency risks The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Brazilian Real, US Dollar and the UK pound. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations that are denominated in a foreign currency. The Group holds a proportion of its cash in US Dollars and Brazilian Reals to hedge its exposure to foreign currency fluctuations and recognises the profits and losses resulting from currency fluctuations as and when they arise. The volume of transactions is not deemed sufficient to enter into forward contracts. At 31 December 2015, if the US Dollar had weakened/strengthened by 20% against Pound Sterling and Brazilian Real with all other variables held constant, post tax loss for the year would have been approximately £12,820/£19,230 lower/higher mainly as a result of foreign exchange losses/gains on translation of US Dollar denominated bank balances. (c) Interest rate risk As the Group has no borrowings, it is not exposed to interest rate risk on financial liabilities. The Group’s interest rate risk arises from its cash held on short-term deposit for which the Directors use a mixture of fixed and variable rate deposits. As a result, fluctuations in interest rates are not expected to have a significant impact on profit or loss or equity. (d) Price risk The Group is exposed to commodity price risk as a result of its operations. However, given the size and stage of the Group’s operations, the costs of managing exposure to commodity price risk exceed any potential benefits. The Directors will revisit the appropriateness of this policy should the Group’s operations change in size or nature. The Group’s listed equity securities are susceptible to price risk arising from uncertainties about future values of the securities. 36 Notes on the Financial Statements (e) Credit risk Credit risk arises from cash and cash equivalents as well as exposure to joint venture partners including outstanding receivables. The Group maintains cash and short-term deposits with a variety of credit worthy financial institutions and considers the credit ratings of these institutions before investing in order to mitigate against the associated credit risk. Management does not expect any losses from non-performance by joint venture partners. No debt finance has been utilised and if required this is subject to pre-approval by the Board of Directors. The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board. 3.2 Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, in order to provide returns for shareholders and to enable the Group to continue its exploration and evaluation activities. The Group has no debt at 31 December 2015 and defines capital based on the total equity of the Group. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares in order to raise further funds from time to time. As indicated above, the Group holds cash reserves on deposit at several banks and in different currencies until they are required and in order to match where possible with the corresponding liabilities in that currency. 3.3 Fair value estimation The carrying values of trade receivables and payables are assumed to be approximate to their fair values, due to their short-term nature. The fair value of contingent consideration is estimated by discounting the future contractual cash flows at the Group’s current cost of capital of 7% based on the interest rate available to the Group for a similar financial instrument. 4 Critical accounting estimates and judgements The preparation of the Financial Statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant items subject to such estimates and assumptions include, but are not limited to: 4.1 Impairment of exploration and evaluation costs Exploration and evaluation costs have a carrying value at 31 December 2015 of £19,854,074 (2014: £20,499,389). Management tests annually whether exploration projects have future economic value in accordance with the accounting policy stated in note 2.7. Each exploration project is subject to an annual review by either a consultant or senior company geologist to determine if the exploration results returned to date warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration long-term metal prices, anticipated resource volumes and grades, permitting and infrastructure. In the event that a project does not represent an economic exploration target and results indicate there is no additional upside, a decision will be made to discontinue exploration. The Directors have reviewed the estimated value of each project prepared by management and do not consider any impairment is necessary. 4.2 Estimated impairment of goodwill Goodwill has a carrying value at 31 December 2015 of £192,028 (2014: £270,923). The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2.7. Management has concluded that there is no impairment charge necessary to the carrying value of goodwill. See also note 10 to the Financial Statements. Notes on the Financial Statements 37 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L 4.3 Contingent consideration Contingent consideration has a carrying value of £5,171,629, at 31 December 2015 (2014: £2,235,512). Following the purchase of the Vale dos Sonhos mineral concession from Xstrata Brasil Brasil Mineração Ltda in November 2015 (refer note 19) there are two contingent consideration arrangements in place as at 31 December 2015: > A contingent consideration arrangement that requires the Group to pay the former owners of Teck Cominco Brasil S.A (subsequently renamed Araguaia Niquel Mineração Ltda) 50% of the tax effect on utilisation of the tax losses existing in Teck Cominco Brasil S.A at the date of acquisition. Under the terms of the acquisition agreement, tax losses that existed at the date of acquisition and which are subsequently utilised in a period greater than 10 years from that date are not subject to the contingent consideration arrangement. > A contingent consideration arrangement that requires the Group to pay Xstrata Brasil Mineração Ltda US$1,000,000 after the date of issuance of a feasibility study comprising the Araguaia project and the Vale dos Sonhos (‘VdS’) and Serra do Tapa (‘SdT’) project areas (‘GAP’) (together the ‘Enlarged Project’), to be satisfied in shares in the Company (at the 5 day volume weighted average price taken on the tenth business day after the date of such issuance) or cash, at the election of the Company; and remaining consideration of US$5,000,000 to be paid in cash, as at the date of first commercial production from any of the resource areas within the Enlarged Project area. The fair value of these potential considerations have been determined using the operating and financial assumptions in the cash flow model derived from the Pre-Feasibility Study published by the Group in March 2014 in order to calculate the ability to utilise the acquired tax losses, together with the timing of their utilisation. The Group has used discounted cash flow analysis to determine when it is anticipated that the tax losses will be utilised and any potential contingent consideration paid. These cash flows could be affected by upward or downward movements in several factors to include commodity prices, operating costs, capital expenditure, production levels, grades, recoveries and interest rates. Commercial production is assumed to commence in 2019. If the estimated discount rate of 7% used in determining the fair value of contingent consideration payable to the former owners of Teck Cominco Brasil S.A. and Xstrata Brasil Mineraçâo Ltda was 2% higher, then Management’s estimates of the amount payable would decrease by £181,098 and £184,870, respectively. If the discount rate was 2% lower, the amount payable would increase by £200,176 and £202,995. The carrying value of contingent consideration would not be affected were the operating cash flows to vary by as much as 50% from management’s estimates. 4.4 Current and deferred taxation The Group is subject to income taxes in numerous jurisdictions. Judgment is required in determining the worldwide provision for such taxes. The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will affect the current and deferred income tax assets and liabilities in the period in which such determination is made. Deferred tax liabilities have been recognised on the fair value gains in exploration assets arising on the acquisitions of Araguaia Niquel Mineração Ltda (formerly Teck Cominco Brasil S.A) and Lontra Empreendimentos e Participações Ltda. A deferred tax asset has been recognised on acquisition of Araguaia Niquel Mineração Ltda for the utilisation of the available tax losses acquired. Should the actual final outcome regarding the utilisation of these losses be different from management’s estimations, the Group may need to revise the carrying value of this asset. 4.5 Other areas Other estimates include but are not limited to future cash flows associated with assets, useful lives for depreciation and fair value of financial instruments. 38 Notes on the Financial Statements 5 Segmental reporting The Group operates principally in the UK and Brazil, with operations managed on a project by project basis within each geographical area. Activities in the UK are mainly administrative in nature whilst the activities in Brazil relate to exploration and evaluation work. The reports used by the chief operating decision-maker are based on these geographical segments. 2015 Administrative expenses Loss on foreign exchange Loss from operations per reportable segment Inter segment revenues Depreciation charges Additions to non-current assets Reportable segment assets Reportable segment liabilities 2014 Administrative expenses Profit/(loss) on foreign exchange Project and intangible fixed asset impairment UK 2015 £ (662,305) (114,838) (777,143) Brazil 2015 £ (189,234) (136,571) (325,805) — 872,643 (1,037) (382) — (645,313) 2,687,317 23,741,165 5,260,018 1,621,212 Other 2015 £ Total 2015 £ (13,353) (864,892) — (251,409) (13,353) (1,116,301) — — — 872,643 (1,419) (645,313) — 26,428,482 — 6,881,230 UK 2014 £ Brazil 2014 £ Other 2014 £ Total 2014 £ (848,454) (456,832) (6,402) (1,311,688) 39,089 — (85,453) (31,989) — — (46,364) (31,989) Loss from operations per reportable segment (809,365) (574,274) (6,402) (1,390,041) Inter segment revenues Depreciation charges Additions to non-current assets Reportable segment assets Reportable segment liabilities — 677,635 (2,846) (820) — (2,018,658) 4,349,901 26,594,454 2,348,686 2,424,498 — — 677,635 (3,666) — (2,018,658) — 30,944,355 — 4,773,184 Inter segment revenues are calculated and recorded in accordance with the underlying intra group service agreements. A reconciliation of adjusted loss from operations per reportable segment to loss before tax is provided as follows: Loss from operations per reportable segment Changes in fair value of contingent consideration (refer note 19) Charge for share options granted Impairment of available-for-sale asset Finance income Finance costs Loss for the year from continuing operations 2015 £ 2014 £ (1,116,301) (1,390,041) 138,515 (100,248) (253,006) 14,918 415,702 (125,107) — 31,413 (338,430) (173,903) (1,654,552) (1,241,936) Notes on the Financial Statements 39 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L 6 Expenses by nature Group Staff costs Indemnity for loss of office Exploration related costs expensed (excluding staff costs) Charge for share options granted Depreciation (note 11) Loss on foreign exchange Change in fair value of contingent consideration Impairments of intangible fixed assets Impairment of available-for-sale financial asset Operating lease charges Profit on disposal of property, plant and equipment Other expenses Total operating expenses 2015 £ 456,255 55,019 43,945 100,248 1,419 251,409 2014 £ 680,080 29,227 166,866 125,107 3,666 46,364 (138,515) (415,702) — 31,989 253,006 95,182 (24,453) 237,525 — 64,153 — 367,696 1,331,040 1,099,446 Project and fixed asset impairment costs in 2014 of £31,989 consist of the impairment charge on intangible assets attributable to the Rio Maria project. 7 Auditor remuneration During the year the Group (including its overseas subsidiaries) obtained the following services from the Company’s auditor and its associates: Group Fees payable to the Company’s auditor and its associates for the audit of the parent company and consolidated financial statements Fees payable to the Company’s auditor and its associates for other services: – Audit related assurance services –Tax compliance services 8 Finance income and costs Group Finance income: 2015 £ 2014 £ 37,500 30,000 7,000 1,900 4,525 2,380 2015 £ 2014 £ – Interest income on cash and short-term bank deposits 14,918 31,413 Finance costs: – Contingent consideration: unwinding of discount Net finance costs (338,430) (323,512) (173,903) (142,490) 40 Notes on the Financial Statements 9 Income Tax Group Tax charge Current tax charge for the year Deferred tax charge for the year Tax on loss for the year Reconciliation of current tax Group Loss before income tax Current tax at 32.52% (2014: 23.1%) Effects of: Expenses not deducted for tax purposes Utilisation of tax losses brought forward Tax losses carried forward for which no deferred income tax asset was recognised — UK Tax losses carried forward for which no deferred income tax asset was recognised — Brazil Total tax No tax charge or credit arises on the loss for the year. 2015 £ — — — 2014 £ — — — 2015 £ 2014 £ (1,654,552) (1,241,936) (538,060) (330,757) 82,043 (150,480) — 606,497 — 62,451 — 131,940 136,366 — The weighted average applicable tax rate of 32.52% used is a combination of the 21.5% effective standard rate of corporation tax in the UK, 34% Brazilian corporation tax and 30% Peruvian corporation tax. The weighted average applicable tax rate has increased from 23.1% to 32.52% as a greater proportion of loss before income tax arose in Brazil. Deferred income tax An analysis of deferred tax assets and liabilities is set out below. Group Deferred tax assets – Deferred tax asset to be recovered after more than 12 months Deferred tax liabilities – Deferred tax liability to be settled after more than 12 months Deferred tax asset (net) The gross movement on the deferred income tax account is as follows: Group At 1 January Exchange differences At 31 December 2015 £ 2014 £ 3,590,675 3,590,675 5,065,976 5,065,976 (1,560,581) (2,201,778) (1,560,581) (2,201,778) 2,030,094 2,864,198 2015 £ 2014 £ 2,864,198 3,038,142 (834,104) (173,944) 2,030,094 2,864,198 Notes on the Financial Statements 41 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L The movement in deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows: Group At 1 January 2014 Exchange differences At 31 December 2014 Exchange differences At 31 December 2015 Deferred tax liabilities Fair value gains £ Deferred tax assets Tax Losses £ Total £ (2,335,492) 5,373,634 3,038,142 133,714 (307,658) (173,944) (2,201,778) 5,065,976 2,864,198 641,197 (1,475,301) (834,104) (1,560,581) 3,590,675 2,030,094 Deferred tax assets are recognised on tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. The Group has tax losses of approximately £17,363,000 (2014: £18,190,000) in Brazil and excess management charges of approximately £1,690,000 (2014: £2,590,000) in the UK available to carry forward against future taxable profits. With the exception of the deferred tax asset arising on acquisition of Araguaia Niquel Mineração Ltda (formerly Teck Cominco Brasil S.A.) in 2011, no deferred tax asset has been recognised in respect of tax losses because of uncertainty over the timing of future taxable profits against which the losses may be offset. 10 Intangible assets Intangible assets comprise exploration licenses, exploration and evaluation costs and goodwill. Exploration and evaluation costs comprise acquired and internally generated assets. Group Cost At 1 January 2014 Additions Impairments Exchange rate movements At 31 December 2014 Additions Exchange rate movements Net book amount at 31 December 2015 Goodwill £ Exploration Licenses £ Exploration and evaluation costs £ Total £ 287,378 — 19,754,559 20,041,937 — — (16,453) 270,925 — — 2,018,658 2,018,658 (31,989) (31,989) — (1,241,841) (1,258,294) — 20,499,387 20,770,312 — 3,174,275 2,540,833 5,715,108 (78,897) 192,028 — (6,360,421) (6,439,318) 3,174,275 16,679,799 20,046,102 Impairment charges in 2014 of £31,989 were included in profit or loss as the intangible assets attributable to the Rio Maria project were written off. (a) Exploration and evaluation assets Impairment reviews for exploration and evaluation assets are carried out either on a project by project basis or by geographical area. The Group’s exploration and evaluation projects are at various stages of exploration and development and are therefore subject to a variety of valuation techniques. An operating segment-level summary of exploration licenses, exploration and evaluation assets is presented below: Group Brazil — Araguaia/Lontra/Vila Oito and Floresta Brazil — Vale dos Sonhos (refer note 28) 2015 £ 2014 £ 16,679,799 3,174,275 19,854,074 20,499,387 — 20,499,387 The adjacent Araguaia/Lontra/Vila Oito and Floresta exploration sites (‘the Araguaia Project’), together with the Vale dos Sonhos deposit acquired from Xstrata Brasil Mineração Ltda comprise a resource of a sufficient size and scale to allow the Company to create a significant single nickel project. For this reason, at the current stage of development, these two projects are viewed and assessed for impairment by management as a single cash generating unit. 42 Notes on the Financial Statements The mineral concession for the Vale dos Sonhos deposit was acquired from Xstrata Brasil Mineração Ltda, a subsidiary of Glencore Canada Corporation, in November 2015. In March 2014 a Canadian NI 43-101 compliant Pre-Feasibility Study (‘PFS’) was published by the Company regarding the Araguaia Project. The financial results and conclusions of the PFS clearly indicate the economic viability of the Araguaia Project. The Directors undertook an assessment of impairment through evaluating the results of the PFS, which is still relevant and applicable throughout 2015, and judged that no impairment was required with regards to the Araguaia Project. Sensitivity to changes in assumptions For the base case NPV8 of the Araguaia Project of US$519 million as per the PFS to be reduced to the book value of the Araguaia Project as at 31 December 2015, the discount rate applied to the cash flow model would need to be increased from 8% to 20%. Other early stage exploration projects in Brazil are at an early stage of development and no JORC/Canadian NI 43-101 or non-JORC/ Canadian NI 43-101 compliant resource estimates are available to enable value in use calculations to be prepared. The Directors therefore undertook an assessment of the following areas and circumstances which could indicate impairment: > The Group’s right to explore in an area has expired, or will expire in the near future without renewal. > No further exploration or evaluation is planned or budgeted for, whether by the Company directly or through a joint venture agreement. > A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves. > Sufficient data exists to indicate that the book value will not be fully recovered from future development and production. (b) Goodwill Goodwill arose on the acquisition of Lontra Empreendimentos e Participações Ltda in 2010. The Directors have determined the recoverable amount of goodwill based on the same assumptions used for the assessment of the Lontra exploration project detailed above. As a result of this assessment, the Directors have concluded that no impairment charge is necessary against the carrying value of goodwill. 11 Property, plant and equipment Group Cost At 1 January 2014 Foreign exchange movements At 31 December 2014 Disposals Foreign exchange movements At 31 December 2015 Accumulated depreciation At 1 January 2014 Charge for the year Foreign exchange movements At 31 December 2014 Charge for the year Disposals Foreign exchange movements At 31 December 2015 Net book amount as at 31 December 2015 Net book amount as at 31 December 2014 Vehicles and other field equipment £ Office equipment £ 161,070 (8,981) 152,089 (40,089) (37,353) 74,647 63,761 46,452 (6,096) 104,117 26,245 (26,916) (37,807) 65,639 9,008 47,972 15,175 (445) 14,730 — (2,134) 12,596 5,033 3,475 (196) 8,312 2,469 — (1,065) 9,716 2,880 6,418 Total £ 176,245 (9,426) 166,819 (40,089) (39,487) 87,243 68,794 49,927 (6,292) 112,429 28,714 (26,916) (38,872) 75,355 11,888 54,390 Notes on the Financial Statements 43 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L Depreciation charges of £27,295 (2014: £46,261) have been capitalised and included within intangible exploration and evaluation asset additions for the year. The remaining depreciation expense for the year ended 31 December 2015 of £1,419 (2014: £3,666) has been charged in ‘administrative expenses’ under ‘Depreciation.’ Vehicles and other field equipment include the following amounts used to perform exploration activities: Group Cost Accumulated depreciation Net book amount Company Cost At 1 January 2014 Additions At 31 December 2014 and 2015 Accumulated depreciation At 1 January 2014 Charge for the year At 31 December 2014 Charge for the year At 31 December 2015 Net book amount as at 31 December 2015 Net book amount as at 31 December 2014 12 Trade and other receivables Other receivables Current portion 2015 £ 2014 £ 74,647 152,089 (65,639) (104,117) 9,008 47,972 Field equipment £ Office equipment £ 4,208 — 4,208 2,894 1,314 4,208 — 4,208 — — 7,403 — 7,403 3,580 1,532 5,112 1,037 6,149 1,254 2,291 Total £ 11,611 — 11,611 6,474 2,846 9,320 1,037 10,357 1,254 2,291 Group Company 2015 £ 40,912 40,912 2014 £ 22,709 22,709 2015 £ 18,739 18,739 2014 £ 13,818 13,818 Trade and other receivables are all due within one year. The fair value of all receivables is the same as their carrying values stated above. The carrying amounts of the Group and Company’s trade and other receivables are denominated in the following currencies: Brazilian Real UK Pound Group Company 2015 £ 22,173 18,739 40,912 2014 £ 4,922 17,787 22,709 2015 £ — 18,739 18,739 2014 £ — 13,818 13,818 As of 31 December 2015 the Group’s and Company’s other receivables of £40,912 (2014: £22,709) were fully performing. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group and Company do not hold any collateral as security. 44 Notes on the Financial Statements 13 Available-for-sale financial assets The Group had investments in equity shares as at 31 December 2015. Following assessment by the Directors of the Company, these shares have been fully impairment to £Nil. The fair value of the investments is £Nil as at 31 December 2014 and 2015. 14 Cash and cash equivalents Cash at bank and on hand Short-term deposits Group 2015 £ 2014 £ Company 2015 £ 2014 £ 2,676,160 4,982,219 2,519,018 4,160,235 62,745 48,749 49,248 48,749 2,738,905 5,030,968 2,568,266 4,208,984 The Group’s cash at bank and short-term deposits are held with institutions with the following credit ratings (Fitch): A BBB- 15 Share capital Group and Company Issued and fully paid Ordinary shares of 1p each At 1 January Issue of ordinary shares At 31 December Group 2015 £ 2014 £ Company 2015 £ 2014 £ 2,616,981 4,280,358 2,519,018 4,160,235 121,924 750,610 49,248 48,749 2,738,905 5,030,968 2,568,266 4,208,984 2015 Number 2015 £ 2014 Number 2014 £ 492,427,105 4,924,271 401,139,497 4,011,395 178,777,273 1,787,773 91,287,608 912,876 671,204,378 6,712,044 492,427,105 4,924,271 On 2 October 2015 a total of 112,500,000 shares were issued through a private placement at a price of £0.01 per share to raise £1,125,000 before expenses. On 9 October 2015 a total of 42,500,000 shares were issued through a private placement at a price of £0.01 per share to raise £425,000 before expenses. On 25 November 2015 a total of 23,777,273 shares were issued at £0.0184 per share in consideration for the purchase of the Vale dos Sonhos mineral concession from Xstrata Brasil Mineração Ltda. 16 Share premium Group and Company At 1 January Premium arising on issue of ordinary shares Issue costs At 31 December 2015 £ 2014 £ 31,095,370 26,997,998 200,300 (42,962) 4,564,389 (467,017) 31,252,708 31,095,370 Notes on the Financial Statements 45 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L 17 Share-based payments The Directors have discretion to grant options to the Group employees to subscribe for Ordinary shares up to a maximum of 10% of the Company’s issued share capital. One third of options are exercisable at each six months anniversary from the date of grant, such that all options are exercisable 18 months after the date of grant and all lapse on the tenth anniversary of the date of grant or the holder ceasing to be an employee of the Group. Neither the Company nor the Group has any legal or constructive obligation to settle or repurchase the options in cash. Movements on number of share options and their related exercise price are as follows: Outstanding at 1 January Forfeited Granted Outstanding at 31 December Exercisable at 31 December Number of options 2015 £ 38,300,000 (2,790,000) 13,250,000 48,760,000 30,693,333 Weighted average exercise price 2015 £ 0.119 0.151 Number of options 2014 £ 25,860,000 (2,010,000) 0.04 14,450,000 0.096 0.124 38,300,000 23,850,000 Weighted average exercise price 2014 £ 0.148 0.151 0.073 0.119 0.148 The options outstanding at 31 December 2015 had a weighted average remaining contractual life of 7.45 years (2014: 7.53 years). The fair value of the share options was determined using the Black-Scholes valuation model. The parameters used are detailed below. Group and Company Date of grant or reissue Weighted average share price Weighted average exercise price Expiry date Options granted Volatility Dividend yield Option life Annual risk free interest rate Forfeiture discount Marketability discount Total fair value of options granted 2015 options 2014 options 10/06/2015 09/05/2014 2.63 pence 6.42 pence 4.00 pence 7.25 pence 09/06/2025 09/05/2024 13,250,000 14,450,000 17.3% Nil 10 years 2.83% — 5% 17.3% Nil 10 years 2.83% — 5% £54,700 £256,786 The expected volatility is based on historical volatility for the six months prior to the date of grant. The risk free rate of return is based on zero yield government bonds for a term consistent with the option life. The range of option exercise prices is as follows: 2015 Weighted average exercise price (£) 2015 Number of shares 2015 Weighted average remaining life expected (years) 2015 Weighted average remaining life contracted (years) 2014 Weighted average exercise price (£) 2014 Weighted average remaining life expected (years) 2014 Weighted average remaining life contracted (years) 2014 Number of shares 0.060 30,300,000 0.154 18,460,000 8.62 5.53 8.62 5.53 0.076 17,200,000 0.154 21,100,000 8.65 6.63 8.65 6.63 Range of exercise prices (£) 0–0.1 0.1–0.2 46 Notes on the Financial Statements 18 Other reserves Group At 1 January 2014 Other comprehensive income Currency translation differences At 31 December 2014 Other comprehensive income Currency translation differences At 31 December 2015 Company At 1 January 2014 and 31 December 2014 At 1 January 2015 and 31 December 2015 Available for sale reserve £ Merger reserve £ Translation reserve £ Other reserve £ Total £ (230,276) (22,730) — (253,006) 253,006 — — 10,888,760 (8,470,834) 10,888,760 — — — (1,438,421) (9,909,255) 10,888,760 — — — (7,267,732) (17,176,987) 1,139,550 (1,048,100) — (22,730) — (1,438,421) (321,601) (1,048,100) — 253,006 — (7,267,732) (7,336,327) (1,048,100) Merger reserve £ Total £ 10,888,760 10,888,760 10,888,760 10,888,760 The merger and other reserve as at 31 December 2015 arose on consolidation as a result of merger accounting for the acquisition of the entire issued share capital of Horizonte Exploration Limited during 2006 and represents the difference between the value of the share capital and premium issued for the acquisition and that of the acquired share capital and premium of Horizonte Exploration Limited. Currency translation differences relate to the translation of Group entities that have a functional currency different from the presentation currency (refer note 2.8c). Movements in the translation reserve are linked to the changes in the value of the Brazilian Real against Sterling: the intangible assets of the Group are located in Brazil, and their functional currency is the Brazilian Real, which decreased in value against Sterling in both 2014 and 2015. 19 Trade and other payables Contingent consideration payable to former owners of Teck Cominco Brasil S.A. Contingent consideration payable to Xstrata Brasil Mineração Ltda (refer note 28) Group 2015 £ 2014 £ Company 2015 £ 2014 £ 2,364,751 2,235,512 2,364,751 2,235,512 2,806,878 — 2,806,878 — Total contingent consideration 5,171,629 2,235,512 5,171,629 2,235,512 Current Trade and other payables Amounts due to related parties (refer note 22) Social security and other taxes Accrued expenses 16,038 28,380 — — 21,519 111,463 149,020 27,303 280,211 335,894 10,377 413,930 15,533 63,033 3,239 413,930 15,040 69,951 502,873 502,160 Total trade and other payables 5,320,649 2,571,406 5,674,502 2,737,672 Trade and other payables include amounts due of £65,748 (2014: £204,066) in relation to exploration and evaluation activities. Contingent Consideration payable to the former owners of Teck Cominco Brasil S.A. The fair value of the potential contingent consideration arrangement with the former owners of Teck Cominco Brasil S.A. was estimated at the acquisition date according to when future taxable profits against which the tax losses may be utilised were anticipated to arise. The fair value estimates were based on the current rates of tax on profits in Brazil of 34%. A discount factor of 7.0% was applied to the future dates at which the tax losses will be utilised and consideration paid. Notes on the Financial Statements 47 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L As at 31 December 2015, there was a finance expense of £323,925 (2014: £173,903) recognised in finance costs within the Statement of Comprehensive Income in respect of the contingent consideration arrangement, as the discount applied to the contingent consideration at the date of acquisition was unwound. The cash flow model used to estimate the contingent consideration was adjusted, to take into account changed assumptions in the timing of cash flows as derived from the Pre-Feasibility Study as published by the Group in March 2014. The key assumptions underlying the cash flow model are unchanged as at 31 December 2014, other than during 2015 the assumed date for commencement of commercial production was revised from 2017 to 2019. The change in the fair value of contingent consideration payable to the former owners of Teck Cominco Brasil S.A. generated a credit to profit or loss of £194,686 for the year ended 31 December 2015 (2014: £415,072) due to exchange rate changes in Management’s assumptions and in the functional currency in which the liability is payable. Contingent Consideration payable to Xstrata Brasil Mineração Ltda The contingent consideration payable to Xstrata Brasil Mineração Ltda comprises two elements: US$330,000 due after the date of issuance of a joint feasibility study for the combined Enlarged Project areas, together with US$5,000,000 consideration as at the date of first commercial production from any of the resource areas within the Enlarged Project area. The key assumptions underlying the treatment of the contingent consideration the US$5,000,000 are as per those applied to the contingent consideration payable to the former owners of Teck Cominco Brasil S.A. As at 31 December 2015, there was a finance expense of £14,505 (2014: £Nil) recognised in finance costs within the Statement of Comprehensive Income in respect of the contingent consideration arrangement, as the discount applied to the contingent consideration at the date of acquisition was unwound. 20 Dividends No dividend has been declared or paid by the Company during the year ended 31 December 2015 (2014: £Nil). 21 Earnings per share (a) Basic The basic earnings per share of 0.311p loss per share (2014 loss per share: 0.283p) is calculated by dividing the loss attributable to owners of the parent by the weighted average number of ordinary shares in issue during the year. Group Loss attributable to owners of the parent Weighted average number of ordinary shares in issue 2015 £ 2014 £ (1,654,552) (1,241,936) 531,868,151 439,259,597 (b) Diluted The basic and diluted earnings per share for the years ended 31 December 2015 and 31 December 2014 are the same as the effect of the exercise of share options would be anti-dilutive. Details of share options that could potentially dilute earnings per share in future periods are set out in note 17. 22 Related party transactions The following transactions took place with subsidiaries in the year: A fee totalling £232,829 (2014: £202,045) was charged to HM do Brazil Ltda and £639,814 (2014: £475,589) to Araguaia Niquel Mineração Ltda by Horizonte Minerals Plc in respect of consultancy services provided and funding costs. Amounts totalling £4,919,360 (2014: £2,076,925) were lent to HM Brazil (IOM) Ltd, HM do Brasil Ltda, Araguaia Niquel Mineraçao Ltda and Typhon Brasil Mineração Ltda to finance exploration work during 2015, by Horizonte Minerals Plc. Interest is charged at an annual rate of 4% on balances outstanding during the year. 48 Notes on the Financial Statements Balances with subsidiaries at the year end were: Company HM do Brasil Ltda Minera El Aguila SAC HM Brazil (IOM) Ltd Horizonte Nickel (IOM) Ltd Araguaia Niquel Mineração Ltda Horizonte Minerals (IOM) Ltd Horizonte Exploration Ltd Typhon Brasil Mineração Ltda Total 2015 Assets £ 845,808 — 4,725,314 28,747,037 4,605,395 253,004 2015 Liabilities £ — — — 2014 Assets £ 274,678 3,848 4,493,680 — 26,916,381 — — 3,478,592 253,004 2014 Liabilities £ — — — — — — — 413,930 3,174,275 — — — 413,930 — 42,350,833 413,930 35,420,183 413,930 All Group transactions were eliminated on consolidation. On 2 October 2015 a total of 112,500,000 shares were issued through the first tranche of a private placement at a price of £0.01 per share, to raise £1,125,000 before expenses. As part of this private placement, Henderson Global Investors subscribed for 45,000,000 shares representing 40 percent of the first tranche of the private placement. By reason of its existing shareholdings in the Company, the participation of Henderson Global Investors in the private placement of 2 October 2015 constituted a related party transaction under AIM Rule 13 of the AIM Rules for Companies. On 9 October 2015 a total of 42,500,000 shares were issued through the second and final tranche of a private placement at a price of £0.01 per share, to raise £425,000 before expenses. Mr Richard Griffiths subscribed for 45,500,000 shares representing 100 percent of the second tranche of the private placement. By reason of his existing shareholdings in the Company, the participation of Mr Griffiths in the second tranche of the private placement of 9 October 2015 constituted a related party transaction under AIM Rule 13 of the AIM Rules for Companies. On 31 July 2014 a total of 50,000,000 shares were issued through a public offering in Canada, at a price of C$0.11 per share and a private placement was closed for a total of 41,287,608 shares, at a price of £0.06 per share, to raise £5,447,265 before expenses. As part of this private placement, Teck Resources Limited subscribed for 18,115,942 shares representing 43.9 percent of the private placement and Henderson Global Investors subscribed for 8,333,333 shares, representing 20.2 percent of the private placement. By reason of their existing shareholdings in the Company, the participation of Teck Resources Limited and Henderson Global Investors in the private placement each constitute a related party transaction under AIM Rule 13 of the AIM Rules for Companies. On 27 June 2013 the Company signed an agreement for an £8 million Equity Financing Facility (‘EFF’) with Darwin Strategic Limited (‘Darwin’), a majority owned subsidiary of Henderson Global Investors’ Volantis Capital. The EFF agreement with Darwin provides Horizonte with an equity line facility which, subject to certain conditions and restrictions, can be drawn on any time over 36 months. The floor subscription price in relation to each draw down is set at the discretion of the Company. Horizonte is under no obligation to make a draw down and there are no penalty fees if the Company does not use the facility. 23 Ultimate controlling party The Directors believe there to be no ultimate controlling party. 24 Directors’ remuneration (including Key Management) Group 2015 Non-Executive Directors Alexander Christopher David Hall William Fisher Allan Walker Owen Bavinton Executive Directors Jeremy Martin Key Management Jeffrey Karoly Group 2014 Non-Executive Directors Alexander Christopher David Hall William Fisher Allan Walker Owen Bavinton Executive Directors Jeremy Martin Key Management Jeffrey Karoly Notes on the Financial Statements 49 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L Aggregate emoluments £ Other emoluments £ Pension costs £ — 33,600 24,000 24,000 25,608 — — — — — — — — — — Total £ — 33,600 24,000 24,000 25,608 149,000 1,950 39,104 190,054 99,000 355,208 — 1,950 48,656 87,760 147,656 444,918 Aggregate emoluments £ Other emoluments £ Pension costs £ — 44,008 24,000 24,000 24,000 — — — — — — — — — — Total £ — 44,008 24,000 24,000 24,000 146,000 66,442 44,312 256,754 99,000 361,008 20,000 86,442 47,943 92,255 166,943 539,705 The Company does not operate a pension scheme. Pension costs comprise contributions to Defined Contribution pension plans held by the relevant Director or Key Management. 25 Employee benefit expense (including Directors and Key Management) Group Wages and salaries Social security costs Indemnity for loss of office Share options granted to Directors and employees (note 17) Management Field Staff Average number of employees including Directors and Key Management 2015 £ 844,343 198,064 55,216 100,248 2014 £ 916,650 266,136 29,227 125,107 1,197,871 1,337,120 6 26 32 6 25 31 Employee benefit expenses includes £586,348 (2014: £502,706) of costs capitalised and included within intangible non-current assets. Share options granted include costs of £81,883 (2014: £53,379) relating to Directors. 50 Notes on the Financial Statements 26 Investment in subsidiaries Company Shares in Group undertakings Loans to Group undertakings 2015 £ 2014 £ 2,348,042 2,348,042 42,350,832 35,420,183 44,698,874 37,768,225 Investments in Group undertakings are stated at cost. On 23 March 2006 the Company acquired the entire issued share capital of Horizonte Exploration Limited by means of a share for share exchange; the consideration for the acquisition was 21,841,000 ordinary shares of 1 penny each, issued at a premium of 9 pence per share. The difference between the total consideration and the assets acquired has been credited to other reserves. 27 Commitments Operating lease commitments The Group leases office premises under cancellable and non-cancellable operating lease agreements. The cancellable lease terms are up to one year and are renewable at the end of the lease period at market rate. The leases can be cancelled by payment of up to one month’s rental as a cancellation fee. The lease payments charged to profit or loss during the year are disclosed in note 6. The future aggregate minimum lease payments under non-cancellable operating leases are as follows: Group Not later than one year Total Capital Commitments Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows: Group Intangible assets 2015 £ 46,596 46,596 2015 £ 42,100 2014 £ 22,201 22,201 2014 £ 7,004 Capital commitments relate to contractual commitments for metallurgical, economic and environmental evaluations by third parties. Once incurred these costs will be capitalised as intangible exploration asset additions. 51 O V E R V I E W C O M P A N Y R E V I E W B U S I N E S S G O V E R N A N C E C O R P O R A T E S S T T A A T T E E M M E E N N T T S S F F I I N N A A N N C C I I A A L L 28 Contingent Liabilities (a) Glencore Araguaia Project On 28 September 2015 the Company announced that it had reached agreement to indirectly acquire through wholly owned subsidiaries in Brazil the advanced high-grade Glencore Araguaia nickel project (‘GAP’) in north central Brazil. GAP is located in the vicinity of the Company’s Araguaia Project. Pursuant to a conditional asset purchase agreement (‘Asset Purchase Agreement’) between, amongst others, the Company and Xstrata Brasil Exploraçâo Mineral Ltda ('Xstrata'), a wholly-owned subsidiary of Glencore Canada Corporation ('Glencore'), the Company has agreed to pay a total consideration of US$8 million to Xstrata, which holds the title to GAP. The consideration is to be paid according the following schedule; > US$2,000,000 in ordinary shares in the capital of the Company (the ‘Initial Consideration Shares’), split between the SdT and VdS deposit areas and payable on the relevant closing date for such deposit area. The closing date is linked to the date on which the Company or a subsidiary of it is registered as holder of such deposit areas by the National Department of Mineral Production of Brazil (‘DNPM’), the deadline for which can be extended after 6 months at the option of the Company for a period of up to a year from the date of the signing of the Asset Purchase Agreement. The transfer of the mineral concession for the VdS deposit area from Xstrata was completed in November 2015 and following approval received at a general meeting of its shareholders convened on 25 November 2015, Initial Consideration Shares to the value of US$660,000 were issued to Xstrata. As at 31st December 2015, the registration of the transfer of the mineral concession for the SdT deposit area from Xstrata to a subsidiary of the Company had not been completed by the DNPM. Should this take place within the deadlines outlined above, at the time of closing the Company will issue the Initial Consideration Shares to Xstrata to the value of US$1,340,000 at a price per Initial Consideration Share equal to the 5 day volume weighted average share price on AIM taken on the business day prior to the relevant closing. As such no provision has been made until such time as registration of the transfer has been completed. > US$1,000,000 after the date of issuance of a joint feasibility study for the combined Araguaia & GAP project areas, to be satisfied in HZM Shares (at the 5 day volume weighted average price taken on the tenth business day after the date of such issuance) or cash, at the election of the Company. Following transfer of the concession for the VdS deposit area to a subsidiary of the Company, US$330,000 of this US$1,000,000 has been included in contingent consideration payable; and > The remaining US$5,000,000 consideration will be paid in cash, as at the date of first commercial production from any of the resource areas within the Enlarged Project area. Following transfer of the concession for the VdS deposit area to a subsidiary of the Company, this has been included in contingent consideration payable. The SdT deposit area concessions are subject to on-going litigation with a Brazilian third party. Glencore has disputed these claims. The parties have agreed certain protections including the receipt by HZM from Glencore of certain indemnities in respect of such litigation. The Asset Purchase Agreement contains customary warranties regarding the GAP project and the parties' ability to enter into the Proposed Transaction and is subject to customary termination rights and confidentiality obligations. (b) Other Contingencies The Group has received a claim from various trade union organisations in Brazil regarding outstanding membership fees due in relation to various subsidiaries within the Group. Some of these claims relate to periods prior to the acquisition of the relevant subsidiary and would be covered by warranties granted by the previous owners at the date of sale. The Directors are confident that no amounts are due in relation to these proposed membership fees and that the claims will be unsuccessful. No subsequent actions, claims or communications from the various trade union organisations have been received subsequent to the requests for payment. As a result, no provision has been made in the Financial Statements for the year ended 31 December 2015 for amounts claimed. Should the claim be successful, the maximum amount payable in relation to fees not subject to the warranty agreement would be approximately £64,000. In 2013 the Group received an infraction notice from the Brazilian Environmental Agency’s (’IBAMA‘) district office in Conceição do Araguaia in connection with carrying out drilling activities in 2011 without the relevant permits. Drilling equipment was furthermore impounded. The Group strongly believes that it operated with all necessary permits and has initiated legal proceedings to overturn the infraction notice. The Group has secured cancellation of the injunction and has appealed the associated fine of approximately £22,000. In August 2014 the Group received a claim from a former employee in Brazil with regard to amounts allegedly due under the terms of his employment. The Group is defending the claim and it is not currently practicable to estimate the extent of any liability that may arise. 52 In December 2014 the Group received a writ from the State Attorney in Conceiçao do Araguaia regarding alleged environmental damages caused by drilling activities in 2011. To ensure proper environmental stewardship, the Group conducts certified baseline studies prior to all drill programmes and ensures that areas explored are properly maintained and conserved in accordance with local environmental legislation. After drilling has occurred, drill sites and access routes are rehabilitated to equal or better conditions and evidence is retained to demonstrate that such rehabilitation work has been completed. In January 2015 the Group filed a robust defence against the writ. A court hearing was held in May 2015 at which documents were requested to confirm that valid environmental authorisations were in place. These were subsequently submitted as requested. No substantive financial claim continues to be made against the Group under the terms of the writ. The Group continues to believe that the writ is flawed and is working towards having it withdrawn in due course. As a result no provision has been made in the Financial Statements for the year ended 31 December 2015. 29 Parent Company Statement of Comprehensive Income As permitted by section 408 of the Companies Act 2006, the statement of comprehensive income of the Parent Company is not presented as part of these Financial Statements. The Parent Company’s profit for the year was £311,625 (2014: £226,045 loss). 30 Events after the reporting date No significant events have occurred since the reporting date. Statutory Information Directors David John Hall (Non-Executive Chairman) Jeremy John Martin (Chief Executive Officer) William James Fisher (Non-Executive Director) Allan Michael Walker (Non-Executive Director) Alex Christopher (Non-Executive Director) Owen Alexander Bavinton (Non-Executive Director) Company Secretary Jeffrey Laszlo Karoly Company Number 05676866 Registered Office Horizonte Minerals Plc 26 Dover Street London W1S 4LY United Kingdom Nominated Adviser and Broker finnCap 60 New Broad Street London EC2M 1JJ United Kingdom Independent Auditor PKF Littlejohn LLP Statutory Auditor 1 Westferry Circus Canary Wharf London E14 4HD United Kingdom Solicitors to the Company As to English law: Greenberg Traurig Maher LLP 200 Gray’s Inn Road London WC1X 8HF United Kingdom As to Canadian law: Cassels Brock and Blackwell LLP 2100 Scotia Plaza Toronto ON M5H 3C2 Canada As to Brazilian law: Campos Fialho AdvogadosBelo Horizonte — MG Av Getulio Vargas 447CEP 01451.010 Brazil Registrar For shares listed on the London Stock Exchange: Computershare Investor Services (Ireland) Limited Heron House Corrig Road Sandyford Industrial Estate Dublin 18 Ireland For shares listed on the Toronto Stock Exchange: Computershare Investor Services Inc. 100 University Avenue 8th Floor Toronto ON M5J 2Y1 Canada Horizonte Minerals Plc, 26 Dover Street, London W1S 4LY, United Kingdom T. +44 (0)2077 637157 E. info@horizonteminerals.com www.horizonteminerals.com Horizonte Minerals Plc 26 Dover Street London W1S 4LY United Kingdom T. + 44 (0)2077 637 157 E. info@horizonteminerals.com www.horizonteminerals.com 

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