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Cadence Minerals #KDNC – Results for the Year Ended 31 December 2019

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to announce its final results for the year ended 31 December 2019. A copy of the full results will be made available on the Company’s website from today at https://www.cadenceminerals.com/  

Ends –

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

 

For further information:

Cadence Minerals plc

+44 (0) 207 440 0647

Andrew Suckling

Kiran Morzaria

WH Ireland Limited (NOMAD & Broker)

+44 (0) 207 220 1666

James Joyce

James Sinclair-Ford

Novum Securities Limited (Joint Broker)

+44 (0) 207 399 9400

Jon Belliss

CHAIRMAN’S STATEMENT

For the year ended 31 December 2019

___________________________________________________________________________________

First and foremost our thoughts are with families and friends, shareholders and investors during this shape-shifting pandemic. The Board and I hope all have found comfort and safety, well being and support during these extraordinary and unprecedented times.

There is no doubt that such turbulent conditions have created major disruptions and dislocations. However the Board has been well prepared and ready. I thank my fellow Board members for this dynamism and effort. Cadence Minerals (“Cadence” or the “Company”) staff and management have been used to working remotely and via phone/ video conference and quickly adapted to this new challenge.

The Board has continued its driven agenda to proceed with the support for portfolio companies whilst at the same time progress with the main target of the Amapá iron ore project in Brazil.

To this effect and to highlight a few of the achievement by our portfolio companies I would like, with the Board to offer congratulations to MacArthur Minerals on the successful conclusion of its convertible note, the life of mine Off -take agreement with Glencore and the successful listing on the Australian Stock Exchange. These are noticeable achievements for the company and combined with the ongoing successful drilling campaigns at Lake Giles bodes well.

Further European Metal Holdings  successfully concluded a lengthy negotiation with the Czech utility company CEZ. This will allow EMH to complete many of its strategic goals and to become one of Europe’s largest and lowest cost lithium producers.

Hastings Technology are JV partner in the Yangibana Rare Earths project also concluded and completed a negotiation with the German based Schaffler Group that will enable the company to pursue its targets.

The Board hope that the next few years will witness a significant harvest as projects progress to operation and revenue, and previously identified opportunities realise higher valuations. All management companies of the portfolio companies within Cadence are wished the best of success.

The recent economic contraction has been severe and turbulent. However our investments have always been based on long-term assumptions and not the idiosyncrasies of the market. There is significant hope that recently announced global stimulus measures will lead to a re opening and recovery sooner than later. This will contribute to a significant appreciation in the company’s portfolio and therefore revenue and shareholder return.

Cadence’s focus on iron ore opportunities appears particularly timely. The stimulus measures specifically relate to infrastructure which benefits Steel demand which by derivative benefits Iron Ore consumption. Argus publications have reported April and May 2020 China steel production higher than that in 2019 and have predicted that China will produce over 1 billion tons of Steel in 2020. This will require more Iron Ore globally and should support the long term Iron Ore price.

China have announced over $140 billion in provincial bonds with increasing government incentives in real estate and infrastructure, which account for over fifty percent of Chinese domestic Steel demand. It is clear that steel production and therefore Iron Ore demand is at the front and center of global stimulus policy.

A rapid global supply response to higher iron ore prices and steel demand has some serious headwinds and constraints. The tragic events at Vales Brumadinho operations and the higher capital costs of new projects represent such challenges. Economic and political struggles combined with higher governance and regulation means operational consistency and good fortune is required to continue to supply the insatiable Steel demand.

Cadence has focused enormous efforts on the Amapá iron ore project. It is immensely pleasing for the board that significant milestones and hurdles were recently achieved, all whilst the global economy was on ” pause” Cadence and its partners, lawyers and consultants all maintained dialogue and pressure to focus on the process to achieve significant results. This will initially result in the movement of of iron ore currently stockpiled and ultimately in the rehabilitation of the Amapá system. As the opportunity progresses the Board is cognizant of the need for sustainability at all levels of the opportunity. The performance and Governance metrics that will be required to re habilitate the mine; port and rail will be stringent and strict.

Cadence has proven its ability to be flexible, opportunistic and survive and thrive. The Board feels the underlying conditions are developing to optimise the portfolio.

I would like to personally thank all Cadence’s management, fellow board members, staff ,consultants, partners and of course all Shareholders for their support and confidence in the Company.

Andrew Suckling

Non Executive Chairman

25 June 2020

Link here for the full results and accounts statement

Cadence Minerals #KDNC – European Metals #EMH – Preliminary Mining Permit at Cinovec Granted.

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to note the update today from European Metals Holdings Limited (“European Metals” “EMH” or “the Company”) that the Czech Ministry of the Environment has granted Geomet the Preliminary Mining Permit related to the Northwestern part of the Cinovec deposit.

The permit has been issued for a period of 8 years. A Preliminary Mining Permit is a necessary legal pre-qualification before obtaining a Final Mining Permit and guarantees the company the priority right to apply for and obtain a Final Mining Area and a Final Mining Permit. The preliminary approval for the Northwestern part of the deposit covers an area of 1.27 km2 and, together with the existing Preliminary Mining Permits, now encompases the entire Cinovec ore reserve. This permit significantly strengthens Geomet’s position as the only possible miner and paves the way for obtaining the remaining permits to start construction, mining, and processing activities.

Cadence Minerals Holding in EMH

Cadence holds approximately 16% percent of the equity in European Metals, which, through its wholly owned Subsidiary, Geomet s.r.o. (“Geomet”), controls the mineral exploration licenses awarded by the Czech State over Cinovec..

The full release can be found at: https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/EMH/14522486.html

European Metals Managing Director Keith Coughlan said; “With 100% of the Cinovec ore reserve now covered by PMP’s, Geomet is now the sole company that can apply for a final mining permit across the Cinovec Ore Reserve which is Europe’s largest hard rock lithium reserve and a globally significant deposit. With the recent investment of € 29.1 million into Geomet by CEZ, this security of tenure now allows Geomet to focus on rapidly advancing the feasibility and permitting of Cinovec.”

– Ends –

For further information:

Cadence Minerals plc +44 (0) 207 440 0647
Andrew Suckling
Kiran Morzaria
WH Ireland Limited (NOMAD & Broker) +44 (0) 207 220 1666
James Joyce
James Sinclair-Ford
Novum Securities Limited (Joint Broker) +44 (0) 207 399 9400
Jon Belliss

Qualified Person

Kiran Morzaria B.Eng. (ACSM), MBA, has reviewed and approved the information contained in this announcement. Kiran holds a Bachelor of Engineering (Industrial Geology) from the Camborne School of Mines and an MBA (Finance) from CASS Business School.

Forward-Looking Statements:

Certain statements in this announcement are or may be deemed to be forward-looking statements. Forward-looking statements are identified by their use of terms and phrases such as ‘‘believe’’ ‘‘could’’ “should” ‘‘envisage’’ ‘‘estimate’’ ‘‘intend’’ ‘‘may’’ ‘‘plan’’ ‘‘will’’ or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding the Company’s future growth results of operations performance future capital and other expenditures (including the amount. nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward-looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors.  Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward-looking statements.

Cadence Minerals #KDNC – European Metals #EMH – CEZ Investment into Cinovec Project Approved.

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to note the update today from European Metals Holdings Limited (“European Metals” “EMH” or “the Company”) that shareholders have today approved at the General Meeting of the Company, the amended arrangements for the investment of EUR 29.1 million (approximately GBP 25.8 million) by CEZ a.s. (“CEZ”) for a 51% equity interest in Geomet, the Company’s Czech subsidiary and holder of the Cinovec licenses.

The investment of EUR 29.1 million will see the Cinovec project fully funded to the decision to construct, paving the way for Cinovec to become the first European Union producer of battery grade lithium compounds from a local lithium resource.

The transaction is scheduled to complete on Monday, 27 April 2020, and the work program will begin immediately.

Cadence Minerals Holding in EMH

Cadence holds approximately 16% percent of the equity in European Metals, which, through its wholly owned Subsidiary, Geomet s.r.o. (“Geomet”), controls the mineral exploration licenses awarded by the Czech State over Cinovec.

Cinovec Project – no current effect from COVID-19

With the completion of the agreement with CEZ, Geomet will now immediately commence the Definitive Feasibility Study (“DFS”) and Front-End Engineering Design (“FEED”) programmes of work.

The funds contributed by CEZ will fully finance Geomet and Cinovec through the period to construction permitting and commencement of construction. The principal components of the next phase of work on Cinovec are the availability of management and staff, ore samples for test work and laboratory staff and time.

All management and staff of both EMH and Geomet are unaffected by COVID-19 and the current restrictions on travel and meetings are not expected to have any impact for the foreseeable future; all staff are able and continue to work remotely.

To-date, the Cinovec Project has drilled in excess of 13,800m of diamond drilling under the management of EMH. Extensive sample quantities are available from the resulting drill core as well as material recovered from historic adit drives into the ore body. Significant quantities of ore sample are held at our laboratory partners in Germany and at the project office in the Czech Republic.

European Metals and Geomet have confirmed with our laboratory and engineering partners in Germany and Australia that staff and laboratories involved in the DFS and FEED programmes over the next 3 months are ready and open for work on an immediate basis.

The full release can be found at: https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/EMH/14513878.html

European Metals Managing Director Keith Coughlan said; “This is a very significant day in the life of the Cinovec Project. To have Europe’s largest hard rock lithium project fully funded to decision to construct ensures that Cinovec is firmly entrenched as the pre-eminent lithium deposit in Europe. We are very pleased to be in partnership with CEZ in the development of the Cinovec Project. CEZ not only provide corporate, technical and financial strength, they fully share the Company’s vision for the development of a lithium ion battery industry in Czech Republic.”

– Ends –

For further information:

Cadence Minerals plc +44 (0) 207 440 0647
Andrew Suckling
Kiran Morzaria
WH Ireland Limited (NOMAD & Broker) +44 (0) 207 220 1666
James Joyce
James Sinclair-Ford
Novum Securities Limited (Joint Broker) +44 (0) 207 399 9400
Jon Belliss

 

Qualified Person

Kiran Morzaria B.Eng. (ACSM), MBA, has reviewed and approved the information contained in this announcement. Kiran holds a Bachelor of Engineering (Industrial Geology) from the Camborne School of Mines and an MBA (Finance) from CASS Business School.

Forward-Looking Statements:

Certain statements in this announcement are or may be deemed to be forward-looking statements. Forward-looking statements are identified by their use of terms and phrases such as ‘‘believe’’ ‘‘could’’ “should” ‘‘envisage’’ ‘‘estimate’’ ‘‘intend’’ ‘‘may’’ ‘‘plan’’ ‘‘will’’ or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding the Company’s future growth results of operations performance future capital and other expenditures (including the amount. nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward-looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors.  Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward-looking statements.

Cadence Minerals (KDNC) – European Metals (EMH) Reaches Final Agreement with CEZ to make Significant Investment into Cinovec Project

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to note the update today from European Metals Holdings Limited (“European Metals” “EMH” or “the Company”) that it has today reached final agreement (“Final Agreement”) with CEZ Group (“CEZ”), one of Central and Eastern Europe’s largest power utilities, regarding a strategic partnership and significant investment into the Cinovec Project (“Cinovec” or “the Project”).

The Company announced on 20 November 2019 (“Potential Strategic Partnership with CEZ and Significant Investment into Cinovec Project”) the terms of a conditional agreement (“Conditional Agreement”) with CEZ under which CEZ had the option to subscribe to become a 51% shareholder in Geomet s.r.o. (“Geomet”), the Company’s Czech subsidiary and holder of the rights over the Project.

The Final Agreement reached today is now a binding commitment from CEZ to subscribe to become a 51% shareholder in Geomet, and is conditional only upon EMH shareholder approval, which will be sought at an EGM to be held in April 2020.

The amended terms of the Final Agreement (as compared to the Conditional Agreement) include:

  • in the context of the binding commitment to invest described above and current market conditions, a reduction of the price payable by CEZ upon completing of the subscription of Geomet shares from €34,061,265 to €29,100,000; and
  • allowing CEZ to elect to withdraw from funding of the Project at two separate milestones. The first withdrawal milestone is designed to coincide with completion of the front-end engineering design program and semi-industrial pilot testing of the lithium concentrate processing while the second withdrawal milestone is designed to coincide with completion of the definitive feasibility study. If CEZ elects to withdraw, Geomet will return to it an amount equal to its initial investment minus €250,000 and all costs and expenses incurred in relation to the Project up until the date of notification of the withdrawal. Following a withdrawal, CEZ will reduce its holding on a pro-rata basis to a minority position in Geomet.

The directors of EMH believe that the revised terms provide sufficient funding for the next stage of the development of the Project, setting it on sound footing to progress into production thereafter.

Further details of the Final Agreement will be set out in the supplementary circular to be posted to EMH shareholders shortly.

Cadence Minerals Holding in EMH

Cadence holds approximately 16.7 percent of the equity in European Metals, which, through its wholly owned Subsidiary, Geomet s.r.o. (“Geomet”), controls the mineral exploration licenses awarded by the Czech State over Cinovec.

Background to the Transaction

In July last year, EMH announced that CEZ was conducting due diligence on the Company and the Cinovec Project, and that the successful outcome of the due diligence process could result in CEZ potentially becoming the Company’s largest shareholder and co-development partner for the Cinovec Project. Since then, EMH and CEZ have held detailed discussions on the framework for CEZ’s participation in the Cinovec Project and in November 2019 EMH and CEZ entered into the Conditional Agreement, pursuant to which CEZ had the option to subscribe become a 51% shareholder in Geomet. The Conditional Agreement included conditions precedent that have now all been met.

In light of very significant changes in global markets and the successful completion of CEZ’s due diligence, EMH and CEZ have replaced the Conditional Agreement with the Final Agreement.

The Company considers that CEZ Group is an ideal strategic and financial partner for the Cinovec Project. In addition to CEZ’s financial strength, the Board believes that CEZ provides strong strategic relationships within the Czech Republic, the European Union and abroad. CEZ is a leader in power generation and distribution in the region and has plans to become heavily involved in the development of new energy systems. Through these battery industry activities, CEZ is expected to assist greatly in the securing of off take agreements for the Project.

Financial effects of the Transaction

The primary financial objective of the transaction is to secure the funding for the next stage of the development of the Cinovec Project and to provide a strong platform for the Cinovec Project to progress into production. Whilst the Board believes from the extensive PFS work undertaken to date that Cinovec is a robust project with strong economics, the funding of large mining and processing projects requiring significant capital expenditure is very challenging for smaller mining companies in current economic and market conditions.

The addition of a partner with the financial strength of CEZ, and the strong significant business relationships that it brings, significantly enhances the status of the Cinovec Project at this important stage of its development.

The subscription proceeds from the Final Agreement will be used by Geomet to develop the Cinovec Project through completion of the Definitive Feasibility Study (“DFS”), complete all permitting processes and advance the Cinovec Project to a construction decision. The DFS will bring together the detailed operational and financial implementation plan, including geological, technical, engineering, metallurgical, environmental and financial technical expert reports. The Company has prepared the detailed budget and business plan for the delivery of the DFS, together with the front-end engineering design programme, which is expected to take up to 18 months to complete. In order to facilitate the timely progressing of the DFS, Geomet will enter into a service contract with one or more third party contractors and, under the Geomet Shareholders’ Agreement (to be entered into at the completion of CEZ’s investment), EMH will be appointed to provide services of managing the Cinovec Project development.

On completion of CEZ’s investment pursuant to the Final Agreement, EMH’s ongoing interest in Geomet will reduce to 49%. Under the Geomet Shareholders’ Agreement (to be entered into at the completion of CEZ’s investment), Geomet will have a board of five directors. EMH will have the right to nominate two of the five Geomet directors Further, under the Geomet Shareholders’ Agreement, EMH will be appointed to provide services managing the Cinovec Project development

Accordingly, on completion of the Final Agreement, EMH will cease to consolidate Geomet’s results within the EMH’s consolidated accounts..

AIM Rule 15

The Final Agreement would constitute a fundamental change of business of the Company under Rule 15 of the AIM Rules. The Final Agreement is therefore conditional on, inter alia, Shareholder approval which will be sought at a General Meeting of the Company to be convened in due course. The Company will, however, as previously announced, remain an operating minerals company under the AIM Rules given its remaining material interest and ongoing involvement in the Cinovec Project after the Final Agreement has completed, as described above.

The completion of the Final Agreement will not result in any changes to the Company’s Board or management.

Further information

European Metals expects to publish shortly a supplementary circular to shareholders setting our further details of the amended proposed subscription, the proposed amendments to the Exclusivity and Framework Agreement and Geomet Shareholders’ Agreement, together with notice of the General Meeting. A further announcement will be made in due course.

The full release can be found at: https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/EMH/14479989.html

European Metals Managing Director Keith Coughlan said; “We are very pleased to have concluded this agreement with CEZ which, subject only to EMH shareholder approval, provides certainty for the future development of the Cinovec Project. Given the current uncertain state of global markets, it is particularly affirming for us to have a partner with the corporate, technical and financial strength of CEZ investing in the Project.”

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For further information:

Cadence Minerals plc +44 (0) 207 440 0647
Andrew Suckling
Kiran Morzaria
WH Ireland Limited (NOMAD & Broker) +44 (0) 207 220 1666
James Joyce
James Sinclair-Ford
Novum Securities Limited (Joint Broker) +44 (0) 207 399 9400
Jon Belliss

 

Qualified Person

Kiran Morzaria B.Eng. (ACSM), MBA, has reviewed and approved the information contained in this announcement. Kiran holds a Bachelor of Engineering (Industrial Geology) from the Camborne School of Mines and an MBA (Finance) from CASS Business School. 

Forward-Looking Statements:

Certain statements in this announcement are or may be deemed to be forward-looking statements. Forward-looking statements are identified by their use of terms and phrases such as ‘‘believe’’ ‘‘could’’ “should” ‘‘envisage’’ ‘‘estimate’’ ‘‘intend’’ ‘‘may’’ ‘‘plan’’ ‘‘will’’ or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding the Company’s future growth results of operations performance future capital and other expenditures (including the amount. nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward-looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors.  Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward-looking statements.

EMH’s Potential Cinovec Partner CEZ plans to Build a ‘Gigafactory’ in North Bohemia – Cadence Minerals

EMH’s Potential Cinovec Partner CEZ plans to Build a ‘Gigafactory’ in North Bohemia

An article published on the Radio Prague International website says Czech utility ČEZ plans to build a ‘gigafactory’ for batteries for cars in North Bohemia in the coming years that would use lithium discovered in the Ore Mountains near Cínovec, on the German border.

Cinovec is the largest lithium deposit in Europe and the fourth largest non-brine deposit in the world.

Minister of Industry and Trade Karel Havlíček said during a visit to Berlin on Wednesday that ČEZ plans to use lithium stocks from Germany and the Czech Republic. As such ore from Cinovec will be used to supply the ‘gigafactory’.

The Czech Republic has the biggest lithium reserves in Europe and many politicians have pushed for its mining to be in the hands of a state-controlled company, such as ČEZ.

AIM listed European Metals Holdings (AIM: EMH), through its wholly owned subsidiary, Geomet s.r.o., controls the mineral exploration licenses awarded by the Czech State over the Cinovec Lithium Project.

Currently, CEZ and EMH are close to concluding a deal that will see CEZ become a 51% of Geomet s.r.o., EMH’s wholly owned Czech subsidiary and the holder of the Cinovec licences.

Kiran Morzaria, non-executive director of EMH and CEO of AIM listed mining investment group Cadence Minerals (AIM: KDNC), which owns around 19% of EMH said the proposed development partnership between EMH and CEZ “underscores the importance of Cinovec as a key future battery grade lithium supplier to the European lithium market.”

Notes:

Radio Prague International story link:

https://www.radio.cz/en/section/news/czech-utility-to-build-car-battery-gigafactory-bordering-germany-lithium-deposits

Cadence Minerals (KDNC) – European Metals (AIM: EMH) – Proposed subscription by CEZ for a 51% interest in Geomet s.r.o.

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to note the update today from European Metals Holdings Limited (“European Metals” “EMH”) that it has today posted a circular to shareholders (the “Circular”) containing the details of the proposed subscription (the “Proposed Subscription”) of €34,061,265 by CEZ a.s. (“CEZ”) through its wholly-owned subsidiary SDAS, for 51% of Geomet s.r.o. the Company’s wholly owned Czech subsidiary and the holder of the Cinovec licences.

Cadence Minerals Holding in EMH

Cadence holds approximately 19.1 percent of the equity in European Metals, which, through its wholly owned Subsidiary, Geomet s.r.o. (“Geomet”), controls the mineral exploration licenses awarded by the Czech State over Cinovec.

Summary of the Agreement Terms

  • Pursuant to the Exclusivity and Framework Agreement, CEZ has the option, but not the obligation, to subscribe through SDAS for such number of Geomet Shares as will result in SDAS holding Geomet Shares comprising fifty-one per cent. (51%) of the ownership interests and voting rights in Geomet, attached with the right to receive fifty-one per cent. (51%) of dividends, liquidation balance and other proceeds payable by Geomet to Geomet Shareholders following completion of the subscription.
  • The amount to be paid by CEZ to Geomet under the option is in total approximately €34.06m, equivalent to approximately £29.15m and AUD55.25m. This compares to EMH’s market valuation of approximately £32.88m (€38.42m; AUD62.32m) based on the closing price of an EMH share in London of 21.8 pence on 19 November 2019, the day immediately before announcement by EMH of the Proposed Subscription. The amounts in GBP and AUD included above have been calculated using an average exchange rate for EUR/GBP and EUR/AUD respectively as at 18 November 2019.
  • Completion of the Proposed Subscription is conditional, inter alia, on the satisfaction of the following conditions:
    • completion of due diligence in respect of EMH and the Cinovec Project to the satisfaction of CEZ at its sole discretion;
    • the passing of the Ordinary Resolution at the EMH Annual General Meeting, and delivery of a certified copy of the Ordinary Resolution to CEZ;
    • agreement of the initial work programme and budget for Geomet; and
    • CEZ and EMH agreeing the identity of the Chief Executive Officer, the Chief Operating Officer and  the statutory auditor of Geomet to be appointed with effect from completion.
  • EMH has agreed to provide CEZ with a period of exclusivity under the Exclusivity and Framework Agreement, with certain break fees payable by EMH if it does not proceed with the Proposed Subscription. In particular, EMH and Geomet have undertaken until 31 March 2020 not to conduct discussions or negotiations or enter into any agreement or arrangement with any person or entity other than CEZ or SDAS in respect of an acquisition of an interest over or in, and/or establishment of a joint venture, partnership or other cooperation in connection with, the Cinovec Project and/or Geomet, by any means.
  • EMH and CEZ have also agreed the form of Geomet Shareholders’ Agreement which sets out their rights and obligations as shareholders in Geomet should CEZ exercise the option. The Geomet Shareholders’ Agreement includes certain minority shareholder protections with a number of reserved matters which require the approval of both CEZ and EMH, together with deadlock provisions in the event that on completion of the proposed work programme, the parties disagree on a construction decision.

Accordingly, shareholder approval to the Proposed Subscription is being sought at a General Meeting held by EMH at the office of White & Case LLP, 5 Old Broad Street, London EC2N 1DW at 11.00am GMT on 20 December 2019. 

AIM Rule 15

The proposed subscription by SDAS would constitute a fundamental change of business of EMH under Rule 15 of the AIM Rules and is therefore conditional on, inter alia, the passing of the Ordinary Resolution at the Annual General Meeting. EMH will, however, remain an operating minerals company under the AIM Rules given its remaining material minerals interest and ongoing involvement in the Cinovec Project after the Proposed Subscription has completed.

The full release, including the expected timetable of events and Chairman’s Letter can be found at: https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/EMH/14335909.html

– Ends –

For further information:

Cadence Minerals plc +44 (0) 207 440 0647
Andrew Suckling  
Kiran Morzaria  
   
WH Ireland Limited (NOMAD & Broker) +44 (0) 207 220 1666
James Joyce  
James Sinclair-Ford  
   
Novum Securities Limited (Joint Broker) +44 (0) 207 399 9400
Jon Belliss

 

Qualified Person

Kiran Morzaria B.Eng. (ACSM), MBA, has reviewed and approved the information contained in this announcement. Kiran holds a Bachelor of Engineering (Industrial Geology) from the Camborne School of Mines and an MBA (Finance) from CASS Business School.

 

Forward-Looking Statements:

Certain statements in this announcement are or may be deemed to be forward-looking statements. Forward-looking statements are identified by their use of terms and phrases such as ‘‘believe’’ ‘‘could’’ “should” ‘‘envisage’’ ‘‘estimate’’ ‘‘intend’’ ‘‘may’’ ‘‘plan’’ ‘‘will’’ or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding the Company’s future growth results of operations performance future capital and other expenditures (including the amount. nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward-looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors.  Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward-looking statements. 

Cadence Minerals (KDNC) – European Metals (AIM: EMH) – Potential Strategic Partnership with CEZ and Significant Investment into Cinovec Project.

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to note the update today from European Metals Holdings Limited (“European Metals” “EMH” or “the Company”) that it has today reached conditional agreement with CEZ Group (“CEZ”), one of Central and Eastern Europe’s largest power utilities, regarding a potential strategic partnership and significant investment into the Cinovec Project (“Cinovec” or “the Project”). 

If concluded, the agreement will see, subject to the successful completion of due diligence, shareholder, and other approvals, CEZ become a 51% shareholder in Geomet s.r.o. (“Geomet”), the Company’s Czech subsidiary and holder of the rights over the Project, for consideration of approximately EUR 34.06 million (approximately AUD 55.25 million) by subscribing for new shares in Geomet (the “Proposed Subscription”).

Cadence Minerals Holding in EMH

Cadence holds approximately 19.1 percent of the equity in European Metals, which, through its wholly owned Subsidiary, Geomet s.r.o. (“Geomet”), controls the mineral exploration licenses awarded by the Czech State over Cinovec.

Background to the Proposed CEZ Subscription

In July this year, European Metals announced that CEZ was conducting due diligence on the Company and the Cinovec Project, and that the successful outcome of the due diligence process could result in CEZ potentially becoming the Company’s largest shareholder and co-development partner for the Cinovec Project. Since then, European Metals and CEZ have held detailed discussions on the framework for CEZ’s participation in the Cinovec Project and today European Metals and CEZ entered into the Exclusivity and Framework Agreement.

European Metals considers that CEZ Group is an ideal strategic and financial partner for the Cinovec Project. In addition to CEZ’s financial strength, the Board believes that CEZ provides strong strategic relationships within the Czech Republic, the European Union and abroad. CEZ is a leader in power generation and distribution in the region and has plans to become heavily involved in the development of new energy systems. Through these battery industry activities, CEZ is expected to assist greatly in the securing of off take agreements for the Project

Headquartered in the Czech Republic, CEZ is an established, integrated energy group with operations in a number of Central and Southeastern European countries and Turkey. CEZ’s core business is the generation, distribution, trade in, and sales of electricity and heat, trade in and sales of natural gas, and coal extraction. CEZ Group has 33,000 employees and annual revenue of approximately EUR 7.24 billion. 

The largest shareholder of its parent company, CEZ a. s., is the Czech Republic with a stake of approximately 70%. The shares of CEZ a.s. are traded on the Prague and Warsaw stock exchanges and included in the PX and WIG-CEE exchange indices. CEZ’s market capitalization is approximately EUR 10.08 billion.

As one of the leading Central European power companies, CEZ intends to develop several projects in areas of energy storage and battery manufacturing in the Czech Republic and in Central Europe.

CEZ is also a market leader for E-mobility in the region and has installed and operates a network of EV charging stations throughout Czech Republic. The automotive industry in Czech is a significant contributor to GDP and the number of EV’s in the country is expected to grow significantly in coming years.

AIM Rule 15

The Proposed Subscription would constitute a fundamental change of business for European Metals under Rule 15 of the AIM Rules. The Proposed Subscription is therefore conditional on, inter alia, Shareholder approval which will be sought at a General Meeting of the Company to be convened in due course. European Metals will, however, remain an operating minerals company under the AIM Rules given its remaining material interest and ongoing involvement in the Cinovec Project after the Proposed Subscription has completed, as described above.

The completion of the Proposed Subscription will not result in any changes to the European Metals board or management.

Further information

European Metals expects to publish shortly a circular to shareholders setting out further details of the Proposed Subscription, the Exclusivity and Framework Agreement and Geomet Shareholders’ Agreement, together with notice of the General Meeting and a further announcement will be made in due course.

The full release, including the Exclusivity and Framework Agreement can be found at: https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/EMH/14314905.html

European Metals Managing Director Keith Coughlan said; “We are very pleased to have concluded another stage of negotiations with CEZ regarding the future development of the Cinovec Project. CEZ is one of the largest companies in the Czech Republic and one of the leading companies in Central and Eastern Europe, having a strong vision with regards to the construction of battery production facilities, renewable energy and power storage. 

If concluded, this agreement will result in Cinovec being fully funded through to a construction decision and will assist greatly in the integration of Cinovec into the European battery market. The potential investment by CEZ further demonstrates EMH’s commitment to develop fully the Cinovec Project in conjunction with Czech industry, for the benefit of the country’s involvement in the battery and EV industries. With their blend of technical foresight, historic mining experience, strong balance sheet and involvement in the rapidly growing European Battery Industry, CEZ is the ideal partner for the Company.”

Cadence Minerals CEO Kiran Morzaria commented: “The proposed funding and development partnership between EMH and utility giant CEZ further underscores the importance of Cinovec as a key future battery grade lithium supplier to the European lithium market. As a major shareholder in EMH, we fully support the board in this major milestone step for the Company.”

– Ends –

For further information:

Cadence Minerals plc +44 (0) 207 440 0647
Andrew Suckling  
Kiran Morzaria  
   
WH Ireland Limited (NOMAD & Broker) +44 (0) 207 220 1666
James Joyce  
James Sinclair-Ford  
   
Novum Securities Limited (Joint Broker) +44 (0) 207 399 9400
Jon Belliss

 

Qualified Person

Kiran Morzaria B.Eng. (ACSM), MBA, has reviewed and approved the information contained in this announcement. Kiran holds a Bachelor of Engineering (Industrial Geology) from the Camborne School of Mines and an MBA (Finance) from CASS Business School.

 

Forward-Looking Statements:

Certain statements in this announcement are or may be deemed to be forward-looking statements. Forward-looking statements are identified by their use of terms and phrases such as ‘‘believe’’ ‘‘could’’ “should” ‘‘envisage’’ ‘‘estimate’’ ‘‘intend’’ ‘‘may’’ ‘‘plan’’ ‘‘will’’ or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding Cadence’s future growth results of operations performance future capital and other expenditures (including the amount. nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward-looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors.  Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward-looking statements. 

Cadence Minerals #KDNC CEO Kiran Morzaria discusses latest developments on the Vox Markets podcast

Cadence Minerals #KDNC CEO Kiran Morzaria discusses the latest Amapa iron ore project developments, the restructuring of Cadence loan notes & today’s European Metals #EMH announcement re CEZ Group funding and potential strategic partnership on the Vox Markets podcast. Interview is 12 minutes in.

Cadence Minerals #KDNC – European Metals (AIM: EMH) – Funding Arrangement & Potential Strategic Partnership With CEZ.

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to note the announcement published today by European Metals Holdings Limited (“European Metals” or “EMH”) that CEZ Group (“CEZ”), one of Central and Eastern Europe’s largest power utilities, has today conditionally agreed to provide a EUR 2 million finance facility by way of a convertible loan. CEZ is currently conducting due diligence on the European Metals and the Cinovec Lithium/Tin Project (“Cinovec”). The successful outcome of the due diligence process could see CEZ become European Metals’ largest shareholder and co-development partner for the Cinovec Project through conversion of the convertible note and subsequent additional investment.

Headquartered in the Czech Republic, CEZ is an established, integrated energy group with operations in a number of Central and Southeastern European countries and Turkey. CEZ’s core business is the generation, distribution, trade in, and sales of electricity and heat, trade in and sales of natural gas, and coal extraction. CEZ Group has 31,400 employees and annual revenue of approximately AUD 12 billion.

The largest shareholder of its parent company, CEZ a. s., is the Ministry of Finance of the Czech Republic with a stake of approximately 70%. The shares of CEZ a.s. are traded on the Prague and Warsaw stock exchanges and included in the PX and WIG-CEE exchange indices.

As one of the leading Central European power companies, CEZ intends to develop energy storage projects in the Czech Republic and in Central Europe which include energy storage and charging infrastructure and electricity supply, for users of electric vehicles.

Cadence holds approximately 19.1 percent of the equity in European Metals, which, through its wholly owned Subsidiary, Geomet s.r.o. (“Geomet”), controls the mineral exploration licenses awarded by the Czech State over Cinovec.

Funding Facility

The funding facility takes the form of a convertible loan (“Loan”). The key terms of the Loan are as follows:

  • Principal amount: EUR 2 million.
  • Maturity date: 31 December 2019.
  • Interest rate: 7.5% per annum compounded annually.
  • Conditions to Loan: The drawdown of the principal amount is subject to certain conditions, including entry into a pledge agreement (see below), and execution of a letter of intent pursuant to which the Company will, subject to applicable regulatory restrictions or the rules of any relevant stock exchange, grant exclusivity to CEZ until 31 December 2019 to carry out due diligence on the Company in respect of a potential acquisition of an interest in the Cinovec Project and/or Geomet.
  • Use of funds: The Company shall use the Loan for the purposes of development of the Project.
  • Conversion terms:
    • CEZ may elect to convert the principal amount to shares in the Company at any time up to and including the maturity date or in the case of an event of default by the Company or if there is a further financing of the Company.
    • Any conversion shares will be issued at the lower of EUR 0.24305337 (the volume weighted average price on AIM for the month of May 2019 converted to euros) and the actual share price at the time of conversion.
    • The number of conversion shares will be limited such that, inter alia, CEZ will not as a result hold a stake in the Company that would require CEZ to make a mandatory offer for the entire issued share capital of the Company or otherwise require the Company to seek shareholder approval for the purposes of the Australian Securities Exchange Listing Rule 7.1.
  • Security: As a condition precedent to the provision of the Loan, the parties intend to enter into a pledge agreement in order to secure the obligations of the Company under the Loan agreement, subject to applicable regulatory restrictions or the rules of any relevant stock exchange. Such obligations will be secured for the benefit of CEZ up to EUR 3,000,000 by a pledge over the 76% ownership interest of European Metals (UK) Limited (“EMH UK”) in GEOMET s.r.o. (“Geomet”), including a related negative pledge and prohibition of transferring and/or encumbering any of the 76% ownership interest of EMH UK in Geomet as well as the 24% ownership interest of EMH UK in Geomet.
  • Further financing: During the term of the Loan agreement, CEZ has the opportunity to participate in any further new equity and / or debt financing of the Company, subject to certain restrictions.
  • Representations, warranties and covenants: The Company has given CEZ certain customary representations and warranties with respect to the Company and its subsidiaries. The Company also covenants, subject to certain exceptions, not to allow a change of control of EMH, EMH UK or Geomet, not to pay or declare any dividends, not to grant security over the group and not to merge, liquidate or cease operations of EMH, EMH UK or Geomet.
  • The Loan agreement is legally binding on the parties and is subject to English law.

The full release can be found at: https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/EMH/14150225.html

Cadence CEO Kiran Morzaria commented:“That EMH are now in advanced discussions with utility giant CEZ as funding and development partners once again confirms the Cinovec project status as a key future battery grade lithium supplier to the European lithium market. Today’s announcement also provides further validation of our investment strategy into EMH, and we look forward to further developments.”

– Ends –

For further information:

Cadence Minerals plc +44 (0) 207 440 0647
Andrew Suckling
Kiran Morzaria
WH Ireland Limited (NOMAD & Broker) +44 (0) 207 220 1666
James Joyce
James Sinclair-Ford
Novum Securities Limited (Joint Broker) +44 (0) 207 399 9400
Jon Belliss

 

Qualified Person

Kiran Morzaria B.Eng. (ACSM), MBA, has reviewed and approved the information contained in this announcement. Kiran holds a Bachelor of Engineering (Industrial Geology) from the Camborne School of Mines and an MBA (Finance) from CASS Business School.

 

Forward-LookingStatements:

Certain statements in this announcement are or may be deemed to be forward-lookingstatements. Forward-lookingstatements are identified by their use of terms and phrases such as ‘‘believe’’ ‘‘could’’ “should” ‘‘envisage’’ ‘‘estimate’’ ‘‘intend’’ ‘‘may’’ ‘‘plan’’ ‘‘will’’ or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding the Company’s future growth results of operations performance future capital and other expenditures (including the amount. nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward-lookingstatements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors. Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on keypersonnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions.The Company cannot assure investors that actual results will be consistent with such forward-lookingstatements

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