Horizonte Minerals PLC — Capital/Financing Update 2021

Feb 23, 2021

FORM 51-102F3
MATERIAL CHANGE REPORT
UNDER NATIONAL INSTRUMENT 51-102

Item 1 Name and Address of Company
Horizonte Minerals Plc
Rex House
4 - 12 Regent Street
London, England
SW1Y 4RG

Item 2 Date of Material Change
February 18, 2021.

Item 3 News Releases
News releases were disseminated on February 18, 2021 and February 19, 2021 through the facilities of PR Newswire and subsequently filed on SEDAR.

Item 4 Summary of Material Change
On February 18, 2021, Horizonte Minerals Plc (“Horizonte” or the “Corporation”) announced a proposed fundraising (the “Fundraise”) to raise gross proceeds of approximately US$25.0 million (approximately £18.0 million / C$31.7 million) at a price of 7.5 pence per Placing Share (C$0.133) (the “Placing Price”). The Fundraise comprises: (i) a placing of 162,718,353 new ordinary shares (the “Placing Shares”) in the capital of the Corporation (the “Placing”) with new and existing investors at the Placing Price, and (ii) a concurrent underwritten bought deal private placement of 76,574,000 special warrants of the Corporation (“Special Warrants”), the terms of which are more particularly described below (the “Canadian Offering”), to be led by Paradigm Capital Inc. (“Paradigm”). In addition, the Corporation has granted Paradigm an option (the “Underwriters’ Option”) to purchase up to an additional 11,486,100 Special Warrants at the Placing Price, exercisable, in whole or in part, up to 48 hours prior to the Closing Date (as defined below) for additional gross proceeds to the Corporation of up to approximately C$1.5 million. The terms “Canadian Offering” and “Special Warrants” include the additional Special Warrants that may be issued on the exercise of the Underwriters’ Option, if any.

The net proceeds of the Fundraise will be used to initiate specific early works and advance long-lead time items linked to the start of construction of the Corporation’s Araguaia ferro-nickel project in Brazil (“Araguaia” or the “Project”), as well as for general working capital purposes.

(* calculated using the Bloomberg spot rate on 18 February 2021 for pounds sterling of £1.00 = US$1.393, £1.00 = C$1.767)

Item 5 Full Description of Material Change
On February 18, 2021, the Corporation announced the Fundraise to raise gross proceeds of approximately US$25.0 million (approximately £18.0 million / C$31.7 million) at the Placing Price. The Fundraise comprises: (i) the Placing, and (ii) the Canadian Offering (including the Underwriters’ Option exercisable, in whole or in part, up to 48 hours prior to the Closing Date for additional gross proceeds to the Corporation of up to approximately C$1.5 million).

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The net proceeds of the Fundraise will be used to initiate specific early works and advance long-lead time items linked to the start of construction of the Project, as well as for general working capital purposes.

On February 19, 2021, the Corporation announced completion of the Placing. Cantor Fitzgerald Canada Corporation, Peel Hunt LLP and BMO Capital Markets Limited acted as joint bookrunners in relation to the Placing.

Paradigm is acting as the sole bookrunner in relation to the Canadian Offering. The Canadian Offering is scheduled to close on or about March 9, 2021 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.

Each Special Warrant will be issued under a special warrant indenture and will entitle the holder thereof to receive, without payment of additional consideration, one ordinary share (an "Ordinary Share") in the capital of the Corporation. The Special Warrants shall be deemed exercised on behalf of, and without any required action on the part of, the holders (including payment of additional consideration) on the earlier of:

(i) the third business day following the date on which a final receipt (the "Prospectus Receipt") is obtained from the Ontario Securities Commission, as principal regulator on behalf of the securities regulatory authorities in each of the territories and provinces of Canada (other than Quebec), for a (final) short form prospectus qualifying the Ordinary Shares for distribution (the "Qualification Date"); and

(ii) 4:59 p.m. (Toronto time) on the date which is four months and a day following the Closing Date.

In the event the Qualification Date has not occurred on or before the date that is 50 days following the Closing Date, each Special Warrant shall thereafter entitle the holder to receive, upon the exercise or deemed exercise of each Special Warrant, for no additional consideration, 1.1 Ordinary Shares. It is expected that admission of the Ordinary Shares to trading on AIM upon automatic conversion of the Special Warrants will occur four business days after the earlier to occur of: (i) the issuance of the Prospectus Receipt; and (ii) four months and a day following the Closing Date.

The Canadian Offering is not conditional upon the Placing. The obligation for Paradigm to purchase, or arrange for substituted purchasers for, the Special Warrants is subject to customary conditions and termination provisions, including entering into an underwriting agreement in customary form, "material adverse change out", "disaster out", "regulatory out" and "breach of agreement out" clauses, and receipt of applicable regulatory approvals. The Canadian Offering is also conditional upon, inter alia, receipt of conditional approval of the Toronto Stock Exchange. As part of the Canadian Offering, it is a condition of closing that the Directors and executive officers agree not to sell any Ordinary Shares held by them for a period of four months and one day, without the consent of Paradigm, such consent not to be unreasonably withheld. The Ordinary Shares issued upon conversion of the Special Warrants will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares in the capital of the Corporation from their date of issue, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares, including the Placing Shares, after the date of issue of those Ordinary Shares.

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Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Simon Retter, Chief Financial Officer, Tel: +44 (0) 203 356 2905.

Item 9 Date of Report

February 23, 2021

Cautionary Note Regarding Forward Looking Statements

Certain statements in this material change report are forward-looking statements with respect to the Corporation's expectations and intentions regarding anticipated events and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations about the future, including the Corporation's expectations with respect to completion of the Canadian Offering and the intended use of proceeds from the proposed Fundraise, are forward - looking statements. Any statements contained in this material change report that are not statements of historical fact are, or may be deemed to be, forward - looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Corporation's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Corporation operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this material change report. The Corporation expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.