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Cadence Minerals #KDNC – Vox Markets Investor Presentation and Q&A

Cadence Minerals #KDNC CEO, Kiran Morzaria offers an overview and update of the Company’s investments and ongoing strategy.  Kiran then answers questions from the Vox Community where he discusses the Amapa Iron Ore Project, future milestones of European Metals Holding and the Company plans for the coming year.

Cadence Minerals #KDNC – Amapá Project Update

Further to the announcement made on the 16 June 2020, at this point, the commercial court of São Paulo has not made a ruling concerning DEV Mineraço S.A’s (“DEV”) petition to annul the secured creditors’ liens and charges over the Amapá Iron Ore Project (“Amapá Project”). The parties are in active discussions concerning a settlement, and we look forward to updating the market in due course.

Cadence Amapá Project stake

As mentioned in previous announcements there remains only one major precondition for Cadence to make its initial investment in the Amapá Project and release the sum currently held in escrow in a judicial trust account (“Escrow Monies”).

This precondition requires the owner of the Amapá Project (DEV), and the investors (Cadence and Indo Sino Pty Ltd) to reach a settlement agreement with the secured bank creditors. On satisfaction of the prerequisites and the release of the Escrow monies, Cadence will become a 20% shareholder in the Amapá Project via our joint venture company which will own 99.9% of DEV.

Cadence’s rights over the Amapá Project have been formalised in the Judicial Restructuring Plan of DEV and ratified by the São Paulo Bankruptcy court. Further detail concerning Cadence’s rights, potential investment and the Judicial Restructuring Plan are detailed in the announcements of the 7,8 of August and our year-end results published on the 26 June 2020. 

About the Project

The Amapá Project was owned by Anglo American plc and Cliffs Natural Resources and consists of a large-scale iron ore mine, beneficiation plant, railway and private port.  In 2012 the operation produced 6.1 Mt of iron ore concentrate and reported operating profits from their 70% ownership in the Amapá Project of US$120 million (100% – US$171 million). Before its sale in 2012, Anglo American valued its 70% stake at US$462m in its 2012 Annual Report (100% – US$600m).

As previously announced, the total historical mineral resource contains an estimated 348 Mt of ore @ 38.9% iron content (“Fe”). The ore is beneficiated at the mine to 65% Fe Pellet Feed and 62% Fe Spiral Concentrate. Based on available historic mine plans and an independent consultant review, it is expected that at full production the Amapá Project has a mine life of 14 years and at full capacity is targeting to produce up to 5.3 Mt of iron ore per annum.

– 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

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 – Amapá Operational Update

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to announce that DEV Mineraço S.A (“DEV”), owner of the Amapá iron ore project (Amapá Project) continues to hit its operation targets, with the movement of the stockpile to the public port scheduled commence this month and shipping to occur in early Q3 2020.

The shipment of the stockpile was approved by the commercial court of São Paulo and announced on 14 April 2020 and was supported by the judicial administrators and other creditors of DEV. The secured creditors have objected to the commercial court of São Paulo in relation to its decision and on 12 June 2020 after market hours filed a petition, none the less the original ruling still remains in force.

We have also been informed that due to court closures during the current COVID-19 outbreak in Brazil, a ruling in relation to DEV’s petition to annul the secured creditors liens and charges over the Amapá Project is now scheduled for the end of June 2020.

Cadence Amapá Project stake

As mentioned in previous announcements there remains only one major precondition for Cadence to make its initial investment in the Amapá Project and release the sum currently held in escrow in a judicial trust account (“Escrow Monies”).

This precondition requires DEV to reach a settlement agreement with the secured bank creditors. On satisfaction of the prerequisites and the release of the Escrow monies, Cadence will become a 20% shareholder in the Amapá Project via our joint venture company which will own 99.9% of Dev.

Cadence’s rights over the Amapá Project have been formalised in the Judicial Restructuring Plan of DEV and ratified by the São Paulo Bankruptcy court. DEV officers have been appointed in the Judicial Restructuring Plan, with acceptance of creditors.

Further detail in relation to Cadence’s rights, potential investment and the Judicial Restructuring Plan in relation to the Amapá Project are detailed in the announcements of the 30 August 2019 and 7 August 2019.

About the Project

The Amapá Project was owned by Anglo American plc and Cliffs Natural Resources and consists of a large-scale iron ore mine, beneficiation plant, railway and private port.  In 2012 the operation produced 6.1 Mt of iron ore concentrate and reported operating profits from their 70% ownership in the Amapá Project of US$120 million (100% – US$171 million). Before its sale in 2012, Anglo American valued its 70% stake at US$462m in its 2012 Annual Report (100% – US$600m).

As previously announced, the total historical mineral resource contains an estimated 348 Mt of ore @ 38.9% iron content (“Fe”). The ore is beneficiated at the mine to 65% Fe Pellet Feed and 62% Fe Spiral Concentrate. Based on available historic mine plans and an independent consultant review, it is expected that at full production the Amapá Project has a mine life of 14 years and at full capacity is targeting to produce up to 5.3 Mt of iron ore per annum.

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

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

Cadence Minerals #KDNC – Alan Green interviews CEO Kiran Morzaria, plus shareholder Q&A

Alan Green talks to Cadence Minerals #KDNC CEO Kiran Morzaria. Kiran talks about the company’s investments into the Czech Cinovec Lithium project via European Metals #EMH, Macarthur Minerals iron ore projects in Australia, plus Lithium JV’s with Bacanora in Mexico and Hastings Tech Metals at Yangibana, Australia. Kiran then elaborates on the company’s flagship Amapa Iron ore project in Brazil, discusses the latest developments re shipping the ore stockpile, the fundraise for the scoping study plus the value inflection points going forward. Alan and Kiran then go through a shareholder Q&A, before Kiran finally provides key takeaway points for. investors, highlighting the valuations on each of the projects.

Cadence Minerals #KDNC – Amapá Operational Update, Placing to Raise £650,000

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT AND THE APPENDIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF CADENCE MINERALS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

Cadence Minerals Plc

Amapá Operational Update, Placing to Raise £650,000

Highlights

  • Trucking contractor has commenced mobilisation of equipment
  • Other key contractors appointed including local shipping manager and shipping broker
  • Shipping is still on target for late Q2 2020 / early Q3 2020
  • Movement of the stockpile to public port is expected in July 2020
  • Cadence has raised £650,000 via a placing to;
    • commission and publish an independent scoping study on the Amapá Project;
    • fund Cadence’s Amapá Project expenses;
    • and facilitate the Company’s flexibility in paying down its loan note facilities in accordance with its payment schedule.

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to announce that DEV Mineração S.A., owner of the Amapá iron ore project (“Amapá Project”) remains on target to commence the shipment of its stockpile of iron ore by the end of Q2 2020 or early Q3 2020 (subject to any potential logistical restrictions of COVID-19). Cadence, along with its joint venture partners continues to engage with the secured creditors to reach a settlement. 

The Company is also pleased to announce that it has raised £650,000 through the placing (“Placing”) of 7,222,219 new ordinary shares (“Placing Shares”) in the capital of the Company to new and existing investors at an issue price of 9 pence per share (“Placing Price”), representing approximately 8% discount to closing price on 4th June 2020.

Cadence intends to use the net proceeds of the Placing to commission and publish an independent scoping study on the Amapá Project and to fund Cadence’s Amapá Project expenses. We also expect to use the net proceeds of the Placing to provide the Company with the flexibility in paying down its outstanding loan notes in accordance with its payment schedule. The outstanding balance on Cadence’s loan notes, which were announced on 15 June 2019 and 1 August 2019, is currently US$2.1 million.

Funding Details

The Company entered into a placing agreement (“Placing Agreement”) with WH Ireland pursuant to which terms WH Ireland agreed to arrange the Placing. The Company has given certain customary warranties and indemnities under the Placing Agreement in favour of WH Ireland. Completion of the Placing is subject to the satisfaction of the conditions contained in the Placing Agreement including, but not limited to, Admission. 

Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix to this Announcement (which forms part of this Announcement).

The Appendix to this Announcement contains the detailed terms and conditions of the Placing and the basis on which investors agreed to participate in the Placing. The Placing has not been underwritten by WH Ireland. Placees are deemed to have read and understood this Announcement in its entirety, including the Appendix, and to have made their offer on the terms and subject to the conditions contained herein and to have given the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.

The Placing Shares will be issued, credited as fully paid, and will rank pari passu with the existing Ordinary Shares in issue in the capital of the Company, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of such shares after the date of their issue.

Admission and Settlement

Application will be made for the admission to trading on the AIM market (“AIM“) of London Stock Exchange plc (“LSE“) and to and the AQSE Growth Market (“AQSE“) operated by Aquis Exchange Plc for the Placing Shares (“Admission”). Admission is expected to occur on or around 11 June 2020. Following Admission, the Company will have 129,264,891 Ordinary Shares in issue. There are no shares held in treasury. The total voting rights in the Company is therefore 129,264,891 and Shareholders may use this figure as the denominator by which they are required to notify their interest in, or change to their interest in, the Company under the Disclosure Guidance and Transparency Rules. 

About the Project

The Amapá Project was owned by Anglo American plc and Cliffs Natural Resources and consists of a large-scale iron ore mine, beneficiation plant, railway and private port. In 2012 the operation produced 6.1 Mt of iron ore concentrate and reported operating profits from their 70% ownership in the Amapá Project of US$120 million (100% – US$171 million). Before its sale in 2012, Anglo American valued its 70% stake at US$462m in its 2012 Annual Report (100% – US$600m).

As previously announced, the total historical mineral resource contains an estimated 348 Mt of ore @ 38.9% iron content (“Fe”). The ore is beneficiated at the mine to 65% Fe Pellet Feed and 62% Fe Spiral Concentrate. Based on available historic mine plans and an independent consultant review, it is expected that at full production the Amapá Project has a mine life of 14 years and at full capacity is targeting to produce up to 5.3 Mt of iron ore per annum.

Cadence Amapá Project stake

As mentioned in previous announcements there remains only one major precondition for Cadence to make its investment in the Amapá Project and release the sum of US$2.5 million currently held in escrow in a judicial trust account (“Escrow Monies”). 

This precondition requires DEV to reach a settlement agreement with the secured bank creditors. On satisfaction of the prerequisites and the release of the Escrow monies, Cadence will become a 20% shareholder in the Amapá Project via our joint venture company which will own 99.9% of Dev. 

Cadence’s rights over the Amapá Project have been formalised in the Judicial Restructuring Plan of DEV and ratified by the São Paulo Bankruptcy court. Dev officers have been appointed in the Judicial Restructuring Plan, with acceptance of creditors.

Cadence along with our Joint Venture partners continue to engage with the secured bank creditors with the aim of reaching a settlement. While we await the settlement with the secured bank creditors, The JV Partners will work with DEV to advance the restart of the Amapá Project using the proceeds of the iron ore, accelerating the production from the Amapá Project.

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 / Matthew Chan
Harry Ansell / Daniel Bristowe
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. 

 

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

WH Ireland Limited, which is a member of the London Stock Exchange, is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting as financial adviser, nominated adviser and broker for the purposes of the AIM Rules for Companies.  WH Ireland Limited is acting exclusively for the Company in connection with the matters referred to in this Announcement and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing any advice in relation to the contents of this Announcement or any transaction, arrangement or matter referred to herein.  

This Announcement is released by the Company and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the Placing raising £650,000 and is disclosed in accordance with the Company’s obligations under Article 17 of MAR.

TERMS AND CONDITIONS OF THE PLACING

THE PLACING ANNOUNCEMENT (“ANNOUNCEMENT“) OF CADENCE MINERALS PLC (THE “COMPANY” OR “CADENCE” or “KDNC”) ACCOMPANIES THESE TERMS AND CONDITIONS AND THE INFORMATION CONTAINED IN THE ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM A PROHIBITED JURISDICTION.

TERMS DEFINED IN THE ANNOUNCEMENT SHALL HAVE THE SAME MEANINGS IN THESE TERMS AND CONDITIONS, SAVE AS DEFINED OR PROVIDED FOR OTHERWISE.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AS AMENDED, (“QUALIFIED INVESTORS“) AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129) (THE “PROSPECTUS REGULATION“); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE “INVESTMENT PROFESSIONALS” FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER; AND (C) PERSONS OUTSIDE OF THE UNITED KINGDOM TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS OF THE STATE IN WHICH THEY ARE A NATIONAL AND/OR RESIDENT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS“). 

THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. 

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT“), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THE ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

EACH PLACEE (BEING THE PERSON PROCURED BY WH IRELAND LIMITED (“WH IRELAND“)) TO SUBSCRIBE FOR PLACING SHARES SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF ANY INVESTMENT IN PLACING SHARES.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the “Placees“), will be deemed to have read and understood the Announcement, including these Terms and Conditions, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in these Terms and Conditions. In particular, each such Placee represents, warrants and acknowledges to WH Ireland and the Company that:

1.       it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it in that capacity; and

2.       in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, (a) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area (the “EEA“) other than Qualified Investors or in circumstances in which the prior consent of WH Ireland has been given to the offer or resale; or (b) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons.

The Company and WH Ireland will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings. WH Ireland does not make any representation to any Placees regarding an investment in the Placing Shares referred to in the Announcement (including these Terms and Conditions).

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unauthorised or unlawful and any failure to comply with these restrictions may constitute a violation of applicable securities laws in such jurisdiction. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in any jurisdiction in which it is unlawful to do so (“Prohibited Jurisdiction“). Persons (including, without limitation, custodians, nominees and trustees) into whose possession the Announcement and these Terms and Conditions may come are required by the Company to inform themselves about and to observe any restrictions of transfer of the Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in the Announcement have not been and will not be registered under the Securities Act or any laws of or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares or any other securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited pursuant to the Announcement or the Placing and, if sent in response to the information contained in the Announcement, will not be accepted. This Announcement is not an offer of securities for sale into the United States.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of the Announcement. Any representation to the contrary is a criminal offence in the United States.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of a Prohibited Jurisdiction. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold resold or delivered, directly or indirectly, in or into a Prohibited Jurisdiction.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II“); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements“), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment“). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer. 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of these Terms and Conditions or the Announcement of which it forms part should seek appropriate advice before taking any action.

Terms defined elsewhere in the Announcement have the same meaning in these Terms and Conditions, unless the context requires otherwise. 

Various dates referred to in the Announcement are stated on the basis of the expected timetable for the Placing. It is possible that some of these dates may be changed. The expected date for Admission is 11 June 2020 and, in any event, the latest date for Admission is 11 July 2020 (the “Long Stop Date“).

The Placing

WH Ireland has entered into a Placing Agreement with the Company under which WH Ireland has undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price, being 9 pence per Placing Share, on the terms and subject to the conditions set out in these Terms and Conditions. To the extent WH Ireland does not procure subscribers for Placing Shares as required, including those Placees procured by the Company, WH Ireland will not itself subscribe for such shares.

These Terms and Conditions give details of the terms and conditions of, and the mechanics of the participation of the Placees in, the Placing. 

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in issue (“Existing Ordinary Shares“), including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Existing Ordinary Shares after the date of issue of the Placing Shares.

WH Ireland and the Company reserve the right to scale back the number of Placing Shares to be allotted to any Placee in the event of an oversubscription under the Placing. WH Ireland and the Company also reserve the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

Each Placee will be required to pay to WH Ireland, on the Company’s behalf, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee is required to be allotted in accordance with the terms set out in or referred to in these Terms and Conditions. Each Placee’s obligation to be allotted and pay for Placing Shares under the Placing will be owed to each of the Company and WH Ireland. Each Placee will be deemed to have read these Terms and Conditions in their entirety.

Neither WH Ireland nor or any shareholder, director, officer, employee or agent of WH Ireland or any of their group companies will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.

Application for Admission to Trading on AIM

Application will be made to the LSE and AQSE for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will take place at 8.00 am on 11 June 2020 (or such later date as may be agreed between the Company and WH Ireland, provided that such date is no later than 11 July 2020 (the “Long Stop Date“).

Participation in, and principal terms of, the Placing

Participation in the Placing is only available to persons who may lawfully be, and are, invited to participate in it by WH Ireland.

1.         WH Ireland is arranging the Placing as placing agent and broker of the Company.

2.         Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by WH Ireland. WH Ireland and its respective affiliates are entitled to acquire Placing Shares as principal.

3.          The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion. The final allocations of the Placing Shares (including as to the identity of the Placees and the number of shares allocated to each Placee at the Placing Price) shall be determined by WH Ireland in their absolute discretion.

4.         Each Placee’s allocation will be confirmed to Placees orally, or by email, by WH Ireland and a trade confirmation or contract note will be dispatched as soon as possible thereafter (the “Contract Note“).  These Terms and Conditions will be deemed to be incorporated into the Contract Note. WH Ireland’s oral or emailed confirmation to such Placee will constitute an irrevocable and legally binding commitment upon such person (who will at that point become a Placee) in favour of WH Ireland and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in these Terms and Conditions (which are deemed to be incorporated in such trade confirmation or contract note) and in accordance with the Company’s articles of association (“Articles of Association“).

5.         Any acquisition of Placing Shares will be made on the terms and subject to the conditions in these Terms and Conditions and will be legally binding on the Placee on behalf of which it is made and, except with WH Ireland’s consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, to pay WH Ireland (or as WH Ireland may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares for which such Placee has agreed to subscribe. Each Placee’s obligations will be owed to WH Ireland.

6.       Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Settlement”.

7.       All obligations under the Placing will be subject to fulfilment of the conditions referred to below under “Conditions to the Placing” and to the Placing not being terminated on the basis referred to below under “Conditions to the Placing”.

8.       By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

9.       To the fullest extent permissible by law and the applicable rules of AIM, neither WH Ireland not any of its respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and WH Ireland shall not have any liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither WH Ireland nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Placing.

10.       In making an investment decision, Placees must rely on their own examination of the Company and its prospects and the terms of the Placing, including the merit and risks involved in investing in the Placing Shares.

11.       Settlement will occur on a date to be advised but is expected to be on or around 11 June 2020 (“Closing Date“).

All such times and dates will be subject to amendment at WH Ireland’s discretion, except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date.

No Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or in any other jurisdiction. No offering document or prospectus has been or will be submitted to be approved by the Financial Conduct Authority, the LSE or any other regulatory body in relation to the Placing and Placees’ commitments in respect of Placing Shares will be made solely on the basis of the information contained in the Announcement and the terms and conditions contained in these Terms and Conditions.

Settlement

Settlement of transactions in the Placing Shares will take place inside the CREST system.

Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within the CREST system administered by Euroclear UK and Ireland Limited (“CREST“).

The Company will procure the delivery of the Placing Shares to CREST accounts operated by WH Ireland for the Company and WH Ireland will enter its delivery (DEL) instructions into the CREST system. The input to CREST by each Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to any Placee in any form it requires if, in WH Ireland’s opinion, delivery or settlement is not possible or practicable within CREST or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.

Following the close of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares, the Placing Price and the subscription amount payable to be allocated to it and will be required to provide WH Ireland with funds sufficient to purchase such securities prior to the Closing Date.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from the proceeds, for the Company’s account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf.

It is expected that settlement will take place on or about 11 June 2020 in CREST on a T+4 basis in accordance with the instructions set out in the trade confirmation. Settlement will be through WH Ireland against CREST ID: 601 A/C: WRCLT.

Following the close of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation(s) stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the applicable registration and settlement procedures, including if applicable, CREST rules and regulations and settlement instructions that it has in place with WH Ireland.

If the Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. 

Trade date: 05 June 2020

Settlement date: 11 June 2020 (Electronic)

ISIN code for the Placing Shares: GB00BJP0B151

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee’s nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.

The agreement to settle a Placee’s subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor WH Ireland will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and WH Ireland in the event that the Company or WH Ireland has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify WH Ireland accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Placing Agreement

WH Ireland has entered into the Placing Agreement with the Company under which WH Ireland has agreed on a conditional basis to use its reasonable endeavours as agent of the Company to procure Placees at the Placing Price for the Placing Shares.

Conditions to the Placing

The Placing is conditional on, among other things:

1.    the Company having complied with its obligations and satisfying all conditions to be satisfied by them under the Placing Agreement or these Terms and Conditions which fall to be performed or satisfied on or prior to Admission;

2.    the Placing Agreement not being terminated in accordance with its terms by WH Ireland;

3.    Admission taking place by the relevant time and date to be stated in the Announcement; and

4.    the Placing Agreement becoming unconditional in all other respects. 

If:

  • any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived (if capable of being waived) by WH Ireland by the respective time or date where specified (or such later time or date as the Company and WH Ireland may agree);
  • any of such conditions becomes incapable of being fulfilled; or 
  • the Placing Agreement is terminated in the circumstances specified below,

the Placing in relation to the Placing Shares will lapse and the Placee’s rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. 

WH Ireland may, in its absolute discretion, upon such terms as it thinks fit, waive compliance by the Company with certain of the Company’s obligations in relation to the conditions in the Placing Agreement save that the certain conditions including the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect the Placees’ commitments as set out in the Announcement.

WH Ireland reserves the right to waive or extend the time and or date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 8.00 a.m. on the Long Stop Date.

If any condition in the Placing Agreement is not fulfilled or waived by WH Ireland by the relevant time, the Placing will lapse and each Placee’s rights and obligations in respect of the Placing will cease and terminate at such time.

Neither the Company nor WH Ireland shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and /or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Company and WH Ireland.

Termination

The Placing Agreement may be terminated by WH Ireland at any time prior to Admission in certain circumstances including, among other things, following the Company failing to comply with its obligations under the Placing Agreement or the occurrence of certain force majeure events. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by WH Ireland whether or not to extend the time for satisfaction of any condition in the Placing Agreement will be within the absolute discretion of WH Ireland. Following Admission, the Placing Agreement is not capable of rescission or termination in respect of the Placing.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by WH Ireland of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of WH Ireland, and that WH Ireland need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

Offer personal

The offering of Placing Shares and the agreement arising from acceptance of the Placing is personal to each Placee and does not constitute an offering to any other person or to the public. A Placee may not assign, transfer, or in any other manner, deal with its rights or obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of WH Ireland in accordance with all relevant legal requirements.

Payment default

A Placee’s entitlement to receive any Placing Shares under the Placing will be conditional on WH Ireland’s receipt of payment in full for such Placing Shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as WH Ireland and the Company may in their absolute discretion determine, and otherwise in accordance with that confirmation’s terms.

If any Placee fails to make such payment by the required time for any Placing Shares:

(1)       the Company may release itself, and (if at its absolute discretion it decides to do so) will be released from, all obligations it may have to allot and/or issue any such Placing Shares to such Placee or at its direction which are then unallotted and/or unissued; 

(2)       the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the full extent permitted under its Articles of Association or by law and to the extent that such Placee then has any interest in or rights in respect of any such shares;

(3)       the Company or WH Ireland may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such shares on such Placee’s behalf and then retain from the proceeds, for the account and benefit of the Company relating to (or where applicable and in relation to (iii) below only, WH Ireland): (i) any amount up to the total amount due to it as, or in respect of, allotment monies, or as interest on such monies, for any Placing Shares, (ii) any amount required to cover any stamp duty or stamp duty reserve tax arising on the sale, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and 

(4)       such Placee will remain liable to the Company and to WH Ireland for the full amount of any losses and of any costs which either of them may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms as are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by WH Ireland for value by the required time referred to above at the rate of two percentage points above the base rate of Barclays Bank plc.

Placees’ representations, warranties and undertakings to the Company and WH Ireland

By agreeing with WH Ireland to acquire Placing Shares under the Placing, each Placee (and any person acting on a Placee’s behalf) irrevocably acknowledges and confirms and represents and warrants and undertakes to, and agrees with, each of the Company and WH Ireland (in its capacity as placing agent) and each of its affiliates, in each case as a fundamental term of such Placee’s acceptance of its Placing participation and of the Company’s obligation to allot and/or issue any Placing Shares to it or at its direction, that:

(a)     it has read the Announcement in full, including these Terms and Conditions, and agrees to and accepts all the terms set out in the Announcement, including these Terms and Conditions and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained therein;

(b)     its rights and obligations in respect of the Placing will terminate only in the circumstances referred to in these Terms and Conditions and will not be subject to rescission or termination by it in any circumstances;

(c)     it accepts that the content of the Announcement is exclusively the responsibility of the Company and that neither WH Ireland nor any person acting on its respective behalf has or shall have any liability for any information, representation or statement contained in the Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee’s decision to participate in the Placing based on any information, representation or statement contained in the Announcement or otherwise; 

(d)     the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in the Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any WH Ireland or the Company or their respective directors, employees, officers or agents  or any other person and neither of WH Ireland nor the Company, including employees or agents nor any person acting on behalf of any of WH Ireland or the Company will be liable for any Placee’s decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement; 

(e)     it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

(f)      it has not been, and will not be, given any warranty or representation in relation to the Placing Shares or to the Company or to any other member of its Group in connection with the Placing, other than (i) as included in the Announcement by the person(s) responsible for the Announcement, (ii) by the Company as included in this document, and (iii) by the Company to the effect that (1) the Announcement will comply with all relevant requirements of the AIM Rules for Companies at the time of its publication and (2) at the time that the Placee enters into a legally binding commitment to be allotted Placing Shares pursuant to the Placing the Company will not then be in breach of its obligations under the AIM Rules for Companies or applicable law to disclose publicly in the correct manner all such information as is required to be so disclosed by the Company;

(g)     it has not relied on any representation or warranty in reaching its decision to be allotted Placing Shares under the Placing, save as given or made by the Company as referred to in the previous paragraph;

(h)     it is not a client of WH Ireland in relation to the Placing and WH Ireland is not acting for it in connection with the Placing and will not be responsible to it in respect of the Placing for providing protections afforded to it or its clients under the rules of the FCA (the “FCA Rules“) or for advising it with regard to the Placing Shares and WH Ireland shall not be responsible to it or any other person for providing the protections afforded to its customers whether under the FCA Rules or otherwise, or for advising it or any other person in respect of or in connection with such arrangements. In addition any payment by it will not be treated as client money governed by the FCA Rules. It agrees that WH Ireland shall not be liable to it for any matter arising out of its role as placing agent or otherwise in connection with the Placing and that, where any such liability nevertheless arises as a matter of law, it will immediately waive any claim against WH Ireland which it may have in respect thereof;

(i)      it (or any person acting on its behalf) will pay the full allotment amount at the Placing Price as and when required in respect of all Placing Shares for which it is required to be allotted under its Placing participation and will do all things necessary on its part to ensure that payment for such shares and their delivery to it or at its direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that it has or puts in place with WH Ireland, failing which the relevant Placing Shares may be placed with other placees or sold as WH Ireland may, in its sole discretion and without liability to such Placee decide, and it will remain liable for the shortfall below the net proceeds of such sale and the placing proceeds of the Placing Shares, and may be required to bear any stamp duty or stamp duty reserve tax which may arise upon the placing or sale of such Placee’s Placing Shares on its behalf;

(j)      its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to be allotted, and that the Company and/or WH Ireland may call upon it to be allotted a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

(k)     it is entitled to be allotted Placing Shares under the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1993 (“CJA“), Market Abuse Regulation EU No 596/2014 (“The Market Abuse Regulation“), money laundering and terrorist financing under the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2003, the Terrorism Act 2006, the Money Laundering Regulations 2007 and part VIII of the Financial Services and Markets Act 2000 (the “Regulations“)) and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such allotment, and it will provide promptly to WH Ireland such evidence, if any, as to the identity or location or legal status of any person which WH Ireland may request from it in connection with the Placing (for the purpose of complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by WH Ireland on the basis that any failure by it to do so may result in the number of Placing Shares that are to be allotted and/or issued to it or at its direction pursuant to the Placing being reduced to such number, or to nil, as WH Ireland may decide at its sole discretion;

(l)      unless paragraph (m) below applies, it has neither received nor relied on any inside information (for the purpose of and section 56 of the CJA) in relation to its participation in the Placing;

(m)    if it has received any inside information (for the purposes of the Market Abuse Regulation and section 56 of the CJA) in relation to the Company and its securities, it confirms that it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

(n)     that it has identified its clients in accordance with the Regulations and that it has complied fully with its obligations pursuant to the Regulations;

(o)     it has observed the laws of all requisite territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action which will or might result in the Company, or WH Ireland acting in breach of the regulatory or legal requirements of any territory in connection with the Placing, application for Placing Shares or the admission to AIM of the Placing Shares; 

(p)     it will not distribute any press announcement relating to the Placing or any other offering material, directly or indirectly, in or into a Prohibited Jurisdiction;

(q)     it has complied and will comply with all applicable provisions of FSMA with respect to anything done or to be done by it in relation to any Placing Shares in, from or otherwise involving the United Kingdom and it has not made or communicated or caused to be made or communicated, and it will not make or communicate or cause to be made or communicated, any “financial promotion” in relation to Placing Shares in contravention of section 21 of FSMA;

(r)      it is a Relevant Person and it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so, (ii) it is and will remain liable to the Company and/or WH Ireland for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an “authorised person” for the purposes of FSMA and a “qualified investor” as defined at Article 2(E) of the Prospectus Regulation acting as agent for such person, and (iv) such person is either (1) a Qualified Investor or (2) its “client” (as defined in section 86(2) of FSMA) that has engaged it to act as his agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;

(s)     in the case of a Relevant Person who acquires any Placing Shares pursuant to the Placing acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, it represents and warrants that:

(i)        the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons other than Relevant Persons or in circumstances in which the prior consent of WH Ireland has been given to the offer or resale; or

(ii)       where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Relevant Persons, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

(t)      the Placee acknowledges that no offering document, admission document or prospectus has been, or will be, prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection therewith;

(u)     it has not and will not make any offer to the public of the Placing Shares for the purposes of section 102B FSMA;

(v)     it agrees to be bound by the terms of the Articles of Association;

(w)     nothing has been done or will be done by it in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any shares in the capital of the Company in accordance with FSMA or the UK Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;

(x)      (i) it is not, and is not acting in relation to the Placing as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 0.5% (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to it, or any person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any such section, (ii) the person whom it specifies for registration as holder of Placing Shares will be the Placee or the Placee’s nominee, and (iii) neither WH Ireland nor the Company will be responsible to it or anyone else for any liability to pay stamp duty or stamp duty reserve tax resulting from any breach of, or non-compliance, with this paragraph.  Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and WH Ireland in respect of the same on the basis that the Placing Shares will be allotted to the CREST account or its affiliate or agent who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

(y)     it will not treat any Placing Shares in any manner that would contravene any legal or regulatory requirement applicable in any territory or jurisdiction and no aspect of its participation in the Placing will contravene any legal or regulatory requirement applicable in any territory or jurisdiction in any respect or cause the Company or WH Ireland or their respective directors, officers, employees or agents to contravene any such legal or regulatory requirement in any respect and it has obtained all governmental and other consents which may be required under the laws of the applicable territory or jurisdiction;

(z)      if a Placee is a resident in the UK: i) it is a “qualified investor” within the meaning of Section 86(7) of FSMA; ii) it is a person of a kind described in Article 19 and/or Article 49 and/or 43 (2) of the Order and it understands that the information contained in these Terms and Conditions is only directed at any of the following: (A) persons falling within Article 19 of the Order having professional experience in matters relating to investments; (B) persons falling within Article 49 of the Order (including companies and unincorporated associations of high net worth and trusts of high value); or (C) persons to whom it would otherwise be lawful to distribute it; and that, accordingly, any investment or investment activity to which these Terms and Conditions relates is available to it as such a person or will be engaged in only with it as such a person;

(aa)   if a Placee is an investor located within a member state of the European Economic Area, it is a “Qualified Investor” within the meaning of Article 2(E) of the Prospectus Regulation;

(bb)   (applicable terms and expressions used in this paragraph have the meanings that they have in Regulation S made under the US Securities Act) (i) the Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any State of or other jurisdiction within the United States, (ii) the Placing Shares will not be offered or sold, resold, or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US person (as defined in Regulation S under the US Securities Act), (iii) it has not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, (iv) neither it, its affiliates, nor any persons acting on its behalf, has engaged or will engage in any directed selling efforts with respect to the Placing Shares, (v) it will not be receiving Placing Shares with a view to resale in or into the United States, and (vi) it will not distribute this document or any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;

(cc)   it is not and, if different, the intended beneficial owner of the Placing Shares allocated to it is not, and at the time the Placing Shares are acquired will not be, a resident or national of a Prohibited Jurisdiction or a corporation, partnership or other entity organised under the laws of a Prohibited Jurisdiction, and the Placing Shares have not been and will not be registered under the securities legislation of a Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into a Prohibited Jurisdiction;

(dd)     the Placee has consented to receive information in respect of securities of the Company and other price-affected securities (as defined in FSMA) which makes it an “insider” for the purposes of Part V of FSMA and the Market Abuse Regulation, and it agrees not to deal in any securities of the Company until such time as the inside information (as defined in FSMA) of which it has been made aware has been made public for purposes of FSMA or it has been notified by WH Ireland or the Company that the proposed Placing will not proceed and any unpublished price sensitive information of which the Placee is aware has been publicly announced, and, other than in respect of its knowledge of the proposed Placing, it has neither received nor relied on any confidential price sensitive information concerning the Company or the Placing Shares;

(ee)   where the Placee is acquiring Placing Shares for one or more managed accounts, it represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgments, undertakings and agreements in these Terms and Conditions; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by WH Ireland;

(ff)   WH Ireland may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other WH Ireland person to do so;

(gg)      time is of the essence as regards its obligations under these Terms and Conditions;

(hh)      each right or remedy of the Company and WH Ireland provided for in these Terms and Conditions is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;

(ii)    any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to WH Ireland:

(jj)      nothing in these Terms and Conditions will exclude any liability of any person (i) for any contents of the Announcement as a result of such person being responsible for such contents pursuant to the AIM Rules for Companies or applicable law or (ii) for fraud on its part, and all times and dates in these Terms and Conditions are subject to amendment at the discretion of WH Ireland except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date;

(kk)  none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to be allotted any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing will affect any of its obligations in respect of the Placing;

(ll)   it has substantial experience in evaluating and investing in shares of companies similar to the Company such that it is capable of evaluating the merits and risks of an investment in the Company, it has such knowledge and experience in financial and business matters as to be capable of protecting its own interests and evaluating the merits and risks of an investment in the Company and it is able to bear the economic risk of a complete loss of its investment in the Company;

(mm)   it has made an investigation of the pertinent facts relating to the operation of the Company to the extent it deems necessary in order to be fully informed with respect thereto; 

(nn)   it will indemnify on an after tax basis and hold the Company and WH Ireland and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in these Terms and Conditions and further agrees that the provisions of these Terms and Conditions shall survive after completion of the Placing;

(oo)   WH Ireland does not have any duty to it similar or comparable to rules of “best execution”, “suitability” and “risk warnings” as set out in the Conduct of Business Sourcebook of the FCA;

(pp)     it accepts that it is not relying on WH Ireland to advise whether or not the Placing Shares are in any way a suitable investment for it;

(qq)    it is entitled to subscribe for or purchase the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities;

(rr)     it irrevocably appoints any director or employee of WH Ireland as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares being issued to it; 

(ss)   it is not presently acting in concert, as defined in the City Code on Takeovers and Mergers, with any existing shareholder or other Placee;

(tt)    each right or remedy of the Company and WH Ireland provided for in these Terms and Conditions  is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part shall not preclude the subsequent exercise of any such right or remedy;

(uu)   none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to acquire any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing shall affect any of its obligations in respect of the Placing;

(vv)    WH Ireland does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement; and

(ww)    the Placee agrees that the Company and WH Ireland will rely upon the truth and accuracy of the foregoing conformations, representations, warranties, acknowledgements undertakings and agreements which are given by each Placee (or persons acting on their behalf) to WH Ireland and the Company and are irrevocable.

Entire Agreement

The terms set out in the Announcement (including these Terms and Conditions) and the allocation of Placing Shares (including the subscription amount payable) as confirmed to a Placee, constitute the entire agreement to the terms of the Placing and a Placee’s participation in the Placing to the exclusion of prior representations, understandings and agreements between them. Any variation of such terms must be in writing.

Governing Law and Jurisdiction

The agreement arising out of acceptance of the Placing and any dispute or claim arising out of or in connection with the Placing or formation thereof (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. Each Placee irrevocably agrees to submit to the exclusive jurisdiction of the courts of England to settle any claim or dispute that arises out of or in connection with the agreement arising out of acceptance of the Placing or its subject matter or formation (including non-contractual disputes or claims).

Cadence Minerals #KDNC – Amapá Operational Update, Placing to Raise £525,000 and Loan Note Restructuring

Cadence Minerals – Amapá Operational Update, Placing to Raise £525,000 and Loan Note Restructuring.

Highlights

  • Shipping of first iron ore is on target for late Q2 2020 / early Q3 2020
  • Shipment is planned via 45,000-tonne bulk carriers at a rate of 2 -3 every two months
  • Independent surveys of these iron ore stockpiles indicate that some 1.39 million tonnes of iron ore are available for export with a stockpile average Fe grade of approx. 62.14%
  • Principal local contractors are identified, and contracts are being finalised
  • Movement of the stockpile to public port is expected in July 2020
  • Cadence has agreed to fund initial working capital via a bridging loan to DEV Mineraço S.A., owner of the Amapá iron ore project (“DEV”) and has funded this via a placing of new ordinary shares to raise £525,000

Cadence Minerals (AIM/AQSE: KDNC; OTC: KDNCY) is pleased to announce that the Amapá iron ore project (“Amapá Project”) remains on target to commence the shipment of its stockpile of iron ore by the end of Q2 2020 or early Q3 2020.

DEV is engaging principal contractors and expects to be able to start the movement of the material to the public port in July 2020. DEV plans to ship directly to customers via 45,000-tonne bulk carriers at a rate of 2-3 loads every two months, dependent on port berth availability.

An independent survey of these stockpiles located at the port indicates that some 1.39 million tonnes (“Mt”) of iron ore in three stockpiles with a stockpile average Fe grade of approximately 62.14% are available for export.

DEV has identified that it will require start up working capital to begin operations and Cadence has agreed to fund these amounts, via a bridging loan bearing an annual interest rate of 18% and repayable over four months from the date of advance, which we expect to be in early May 2020.

To fund the bridging loan Cadence has raised £525,000 through the placing (“Placing”) of 8,749,998 new ordinary shares in the capital of the Company to new and existing investors at an issue price of 6 pence per share (“Placing Price”), representing approximately 20% discount to the closing mid-price on the day prior to this announcement. The majority of the net proceeds of this fundraise will be used for the start-up working capital required at the Amapá Project to begin the shipment of iron ore stockpiles.

About the Project

The Amapá Project was owned by Anglo American plc and Cliffs Natural Resources and consists of a large-scale iron ore mine, beneficiation plant, railway and private port. In 2012 the operation produced 6.1 Mt of iron ore concentrate and reported operating profits from their 70% ownership in the Amapá Project of US$120 million (100% – US$171 million). Before its sale in 2012, Anglo American valued its 70% stake at US$462m in its 2012 Annual Report (100% – US$600m).

As previously announced, the total historical mineral resource contains an estimated 348 Mt of ore @ 38.9% iron content (“Fe”). The ore is beneficiated at the mine to 65% Fe Pellet Feed and 62% Fe Spiral Concentrate. Based on available historic mine plans and an independent consultant review, it is expected that at full production the Amapá Project has a mine life of 14 years and at full capacity is targeting to produce up to 5.3 Mt of iron ore per annum.

Cadence Amapá Project stake

As mentioned in previous announcements there remains only one major precondition for Cadence to make its investment in the Amapá Project and release the sum of US$2.5 million currently held in escrow in a judicial trust account (“Escrow Monies”).

This precondition requires DEV to reach a settlement agreement with the secured bank creditors. On satisfaction of the prerequisites and the release of the Escrow monies, Cadence will become a 20% shareholder in the Amapá Project via our joint venture company which will own 99.9% of Dev.

Cadence’s rights over the Amapá Project have been formalised in the Judicial Restructuring Plan of DEV and ratified by the São Paulo Bankruptcy court. Dev officers have been appointed in the Judicial Restructuring Plan, with acceptance of creditors.

While we await the settlement with the secured bank creditors, The JV Partners will work with DEV to advance the restart of the Amapá Project using the proceeds of the iron ore, accelerating the production from the Amapá Project.

Funding Details

The Company entered into a placing agreement (“Placing Agreement”) with WH Ireland pursuant to which terms WH Ireland agreed to arrange the Placing. The Company has given certain customary warranties and indemnities under the Placing Agreement in favour of WH Ireland. Completion of the Placing is subject to the satisfaction of the conditions contained in the Placing Agreement including, but not limited to, Admission.

Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix to this Announcement (which forms part of this Announcement).

The Appendix to this Announcement contains the detailed terms and conditions of the Placing and the basis on which investors agreed to participate in the Placing. The Placing has not been underwritten by WH Ireland. Placees are deemed to have read and understood this Announcement in its entirety, including the Appendix, and to have made their offer on the terms and subject to the conditions contained herein and to have given the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.

The Placing Shares will be issued, credited as fully paid, and will rank pari passu with the existing Ordinary Shares in issue in the capital of the Company, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of such shares after the date of their issue.

Loan Note Restructuring

As announced on the 15 July and 1 August 2019 Cadence restructured its loan notes, reducing the interest rate and drawing down a further US$1.75 million which was used in part to fund our investment in the Amapá Project. Cadence has agreed with the loan note holders to convert US$300,000 into 3,995,000 new ordinary shares in the capital of the Company, and an issue price of 6 pence per share (“Conversion Shares”), subsequent to this conversion the balance of the loan notes will be approximately £2.303 million.

The Conversion Shares will be issued, credited as fully paid, and will rank pari passu with the existing Ordinary Shares in issue in the capital of the Company, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of such shares after the date of their issue. 

Admission and Settlement

Application will be made for the admission to trading on the AIM market (“AIM”) of London Stock Exchange plc (“LSE”) and to and the AQSE Growth Market (“AQSE”) operated by Aquis Exchange Plc for the Placing Shares and Conversion Shares (“Admission”). Admission is expected to occur on or around 7 May 2020. Following Admission, the Company will have 130,951,966 Ordinary Shares in issue. There are no shares held in treasury. The total voting rights in the Company is therefore 130,951,966 and Shareholders may use this figure as the denominator by which they are required to notify their interest in, or change to their interest in, the Company under the Disclosure Guidance and Transparency Rules. 

Cadence Chairman Andrew Suckling commented; “As we await final settlement with the bank creditors, our board took the decision that it was vital to commence shipment of iron ore as soon as possible. The enthusiasm shown by our JV partners in getting iron ore shipments underway promptly is also shared by the Cadence board, and in this regard I would like to thank shareholders, who have supported the placing to provide a bridging loan to make this possible.”

Cadence CEO Kiran Morzaria commented; “As we move ever closer to the Amapá restart, I am delighted that DEV are already at contract stage with several principal local contractors to commence the iron ore shipments and enter the operational phase of the asset. I now look forward to providing you all with further updates as operations gathers pace.”

 

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

Harry Ansell / Daniel Bristowe

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.

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

WH Ireland Limited, which is a member of the London Stock Exchange, is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting as financial adviser, nominated adviser and broker for the purposes of the AIM Rules for Companies.  WH Ireland Limited is acting exclusively for the Company in connection with the matters referred to in this Announcement and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing any advice in relation to the contents of this Announcement or any transaction, arrangement or matter referred to herein. 

This Announcement is released by the Company and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the Placing raising £525,000 and is disclosed in accordance with the Company’s obligations under Article 17 of MAR.

TERMS AND CONDITIONS OF THE PLACING

THE PLACING ANNOUNCEMENT (“ANNOUNCEMENT”) OF CADENCE MINERALS PLC (THE “COMPANY” OR “CADENCE” or “KDNC”) ACCOMPANIES THESE TERMS AND CONDITIONS AND THE INFORMATION CONTAINED IN THE ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM A PROHIBITED JURISDICTION.

TERMS DEFINED IN THE ANNOUNCEMENT SHALL HAVE THE SAME MEANINGS IN THESE TERMS AND CONDITIONS, SAVE AS DEFINED OR PROVIDED FOR OTHERWISE.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AS AMENDED, (“QUALIFIED INVESTORS”) AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129) (THE “PROSPECTUS REGULATION”); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE “INVESTMENT PROFESSIONALS” FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER; AND (C) PERSONS OUTSIDE OF THE UNITED KINGDOM TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS OF THE STATE IN WHICH THEY ARE A NATIONAL AND/OR RESIDENT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).

THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THE ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

EACH PLACEE (BEING THE PERSON PROCURED BY WH IRELAND LIMITED (“WH IRELAND”)) TO SUBSCRIBE FOR PLACING SHARES SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF ANY INVESTMENT IN PLACING SHARES.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the “Placees”), will be deemed to have read and understood the Announcement, including these Terms and Conditions, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in these Terms and Conditions. In particular, each such Placee represents, warrants and acknowledges to WH Ireland and the Company that:

1.  it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it in that capacity; and

2.  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, (a) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area (the “EEA”) other than Qualified Investors or in circumstances in which the prior consent of WH Ireland has been given to the offer or resale; or (b) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons.

The Company and WH Ireland will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings. WH Ireland does not make any representation to any Placees regarding an investment in the Placing Shares referred to in the Announcement (including these Terms and Conditions).

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unauthorised or unlawful and any failure to comply with these restrictions may constitute a violation of applicable securities laws in such jurisdiction. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in any jurisdiction in which it is unlawful to do so (“Prohibited Jurisdiction”). Persons (including, without limitation, custodians, nominees and trustees) into whose possession the Announcement and these Terms and Conditions may come are required by the Company to inform themselves about and to observe any restrictions of transfer of the Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in the Announcement have not been and will not be registered under the Securities Act or any laws of or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares or any other securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited pursuant to the Announcement or the Placing and, if sent in response to the information contained in the Announcement, will not be accepted. This Announcement is not an offer of securities for sale into the United States.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of the Announcement. Any representation to the contrary is a criminal offence in the United States.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of a Prohibited Jurisdiction. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold resold or delivered, directly or indirectly, in or into a Prohibited Jurisdiction.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of these Terms and Conditions or the Announcement of which it forms part should seek appropriate advice before taking any action.

Terms defined elsewhere in the Announcement have the same meaning in these Terms and Conditions, unless the context requires otherwise.

Various dates referred to in the Announcement are stated on the basis of the expected timetable for the Placing. It is possible that some of these dates may be changed. The expected date for Admission is 7 May 2020 and, in any event, the latest date for Admission is 8 June 2020 (the “Long Stop Date”).

The Placing

WH Ireland has entered into a Placing Agreement with the Company under which WH Ireland has undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price, being 0.2 pence per Placing Share, on the terms and subject to the conditions set out in these Terms and Conditions. To the extent WH Ireland does not procure subscribers for Placing Shares as required, including those Placees procured by the Company, WH Ireland will not itself subscribe for such shares.

These Terms and Conditions give details of the terms and conditions of, and the mechanics of the participation of the Placees in, the Placing.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in issue (“Existing Ordinary Shares”), including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Existing Ordinary Shares after the date of issue of the Placing Shares.

WH Ireland and the Company reserve the right to scale back the number of Placing Shares to be allotted to any Placee in the event of an oversubscription under the Placing. WH Ireland and the Company also reserve the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

Each Placee will be required to pay to WH Ireland, on the Company’s behalf, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee is required to be allotted in accordance with the terms set out in or referred to in these Terms and Conditions. Each Placee’s obligation to be allotted and pay for Placing Shares under the Placing will be owed to each of the Company and WH Ireland. Each Placee will be deemed to have read these Terms and Conditions in their entirety.

Neither WH Ireland nor or any shareholder, director, officer, employee or agent of WH Ireland or any of their group companies will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.

Application for Admission to Trading on AIM

Application will be made to the LSE and AQSE for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will take place at 8.00 am on 7 May 2020 (or such later date as may be agreed between the Company and WH Ireland, provided that such date is no later than 8 June 2020 (the “Long Stop Date”).

Participation in, and principal terms of, the Placing

Participation in the Placing is only available to persons who may lawfully be, and are, invited to participate in it by WH Ireland.

1.  WH Ireland is arranging the Placing as placing agent and broker of the Company.

2.  Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by WH Ireland WH Ireland and its respective affiliates are entitled to acquire Placing Shares as principal.

3.  T he Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion. The final allocations of the Placing Shares (including as to the identity of the Placees and the number of shares allocated to each Placee at the Placing Price) shall be determined by WH Ireland in their absolute discretion.

4.  Each Placee’s allocation will be confirmed to Placees orally, or by email, by WH Ireland and a trade confirmation or contract note will be dispatched as soon as possible thereafter (the “Contract Note”).  These Terms and Conditions will be deemed to be incorporated into the Contract Note. WH Ireland ‘s oral or emailed confirmation to such Placee will constitute an irrevocable and legally binding commitment upon such person (who will at that point become a Placee) in favour of WH Ireland and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in these Terms and Conditions (which are deemed to be incorporated in such trade confirmation or contract note) and in accordance with the Company’s articles of association (“Articles of Association”).

5.  Any acquisition of Placing Shares will be made on the terms and subject to the conditions in these Terms and Conditions and will be legally binding on the Placee on behalf of which it is made and, except with WH Ireland ‘s consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, to pay WH Ireland (or as WH Ireland may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares for which such Placee has agreed to subscribe. Each Placee’s obligations will be owed to WH Ireland .

10.  Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Settlement”.

11.  All obligations under the Placing will be subject to fulfilment of the conditions referred to below under “Conditions to the Placing” and to the Placing not being terminated on the basis referred to below under “Conditions to the Placing”.

12.  By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

13.  To the fullest extent permissible by law and the applicable rules of AIM, neither WH Ireland not any of its respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and WH Ireland shall not have any liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither WH Ireland nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Placing.

14.  In making an investment decision, Placees must rely on their own examination of the Company and its prospects and the terms of the Placing, including the merit and risks involved in investing in the Placing Shares.

15.  Settlement will occur on a date to be advised but is expected to be on or around 7 May 2020 (“Closing Date”).

All such times and dates will be subject to amendment at WH Ireland’s discretion, except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date.

No Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or in any other jurisdiction. No offering document or prospectus has been or will be submitted to be approved by the Financial Conduct Authority, the LSE or any other regulatory body in relation to the Placing and Placees’ commitments in respect of Placing Shares will be made solely on the basis of the information contained in the Announcement and the terms and conditions contained in these Terms and Conditions.

Settlement

Settlement of transactions in the Placing Shares will take place inside the CREST system.

Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within the CREST system administered by Euroclear UK and Ireland Limited (“CREST”).

The Company will procure the delivery of the Placing Shares to CREST accounts operated by WH Ireland for the Company and WH Ireland will enter its delivery (DEL) instructions into the CREST system. The input to CREST by each Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to any Placee in any form it requires if, in WH Ireland’s opinion, delivery or settlement is not possible or practicable within CREST or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.

Following the close of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares, the Placing Price and the subscription amount payable to be allocated to it and will be required to provide WH Ireland with funds sufficient to purchase such securities prior to the Closing Date.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from the proceeds, for the Company’s account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf.

It is expected that settlement will take place on or about 7 May 2020 in CREST on a T+4 basis in accordance with the instructions set out in the trade confirmation. Settlement will be through WH Ireland against CREST ID: 601 A/C: WRCLT.

Following the close of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation(s) stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the applicable registration and settlement procedures, including if applicable, CREST rules and regulations and settlement instructions that it has in place with WH Ireland.

If the Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Trade date: 1 May 2020

Settlement date: 7 May 2020 (Electronic)

ISIN code for the Placing Shares: GB00BJP0B151

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee’s nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.

The agreement to settle a Placee’s subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor WH Ireland will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and WH Ireland in the event that the Company or WH Ireland has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify WH Ireland accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Placing Agreement

WH Ireland has entered into the Placing Agreement with the Company under which WH Ireland has agreed on a conditional basis to use its reasonable endeavours as agent of the Company to procure Placees at the Placing Price for the Placing Shares.

Conditions to the Placing

The Placing is conditional on, among other things:

1.  the Company having complied with its obligations and satisfying all conditions to be satisfied by them under the Placing Agreement or these Terms and Conditions which fall to be performed or satisfied on or prior to Admission;

 2.  the Placing Agreement not being terminated in accordance with its terms by WH Ireland 

3.  Admission taking place by the relevant time and date to be stated in the Announcement; and 

4.  the Placing Agreement becoming unconditional in all other respects.

If:

· any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived (if capable of being waived) by WH Ireland by the respective time or date where specified (or such later time or date as the Company and WH Ireland may agree);

· any of such conditions becomes incapable of being fulfilled; or

· the Placing Agreement is terminated in the circumstances specified below,

the Placing in relation to the Placing Shares will lapse and the Placee’s rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

WH Ireland   may, in its absolute discretion, upon such terms as it thinks fit, waive compliance by the Company with certain of the Company’s obligations in relation to the conditions in the Placing Agreement save that the certain conditions including the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect the Placees’ commitments as set out in the Announcement.

WH Ireland   reserves the right to waive or extend the time and or date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 8.00 a.m. on the Long Stop Date.

If any condition in the Placing Agreement is not fulfilled or waived by WH Ireland   by the relevant time, the Placing will lapse and each Placee’s rights and obligations in respect of the Placing will cease and terminate at such time.

Neither the Company nor WH Ireland   shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and /or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Company and WH Ireland.

Termination

The Placing Agreement may be terminated by WH Ireland   at any time prior to Admission in certain circumstances including, among other things, following the Company failing to comply with its obligations under the Placing Agreement or the occurrence of certain force majeure events. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by WH Ireland   whether or not to extend the time for satisfaction of any condition in the Placing Agreement will be within the absolute discretion of WH Ireland. Following Admission, the Placing Agreement is not capable of rescission or termination in respect of the Placing.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by WH Ireland   of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of WH Ireland, and that WH Ireland need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

Offer personal

The offering of Placing Shares and the agreement arising from acceptance of the Placing is personal to each Placee and does not constitute an offering to any other person or to the public. A Placee may not assign, transfer, or in any other manner, deal with its rights or obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of WH Ireland   in accordance with all relevant legal requirements.

Payment default

A Placee’s entitlement to receive any Placing Shares under the Placing will be conditional on WH Ireland ‘s receipt of payment in full for such Placing Shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as WH Ireland and the Company may in their absolute discretion determine, and otherwise in accordance with that confirmation’s terms.

If any Placee fails to make such payment by the required time for any Placing Shares:

(1)  the Company may release itself, and (if at its absolute discretion it decides to do so) will be released from, all obligations it may have to allot and/or issue any such Placing Shares to such Placee or at its direction which are then unallotted and/or unissued;

(2)   the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the full extent permitted under its Articles of Association or by law and to the extent that such Placee then has any interest in or rights in respect of any such shares;

(3)   the Company or WH Ireland may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such shares on such Placee’s behalf and then retain from the proceeds, for the account and benefit of the Company relating to (or where applicable and in relation to (iii) below only, WH Ireland ): (i) any amount up to the total amount due to it as, or in respect of, allotment monies, or as interest on such monies, for any Placing Shares, (ii) any amount required to cover any stamp duty or stamp duty reserve tax arising on the sale, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and

(4)   such Placee will remain liable to the Company and to WH Ireland for the full amount of any losses and of any costs which either of them may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms as are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by WH Ireland for value by the required time referred to above at the rate of two percentage points above the base rate of Barclays Bank plc.

Placees’ representations, warranties and undertakings to the Company and WH Ireland

By agreeing with WH Ireland to acquire Placing Shares under the Placing, each Placee (and any person acting on a Placee’s behalf) irrevocably acknowledges and confirms and represents and warrants and undertakes to, and agrees with, each of the Company and WH Ireland (in its capacity as placing agent) and each of its affiliates, in each case as a fundamental term of such Placee’s acceptance of its Placing participation and of the Company’s obligation to allot and/or issue any Placing Shares to it or at its direction, that:

(a)  it has read the Announcement in full, including these Terms and Conditions , and agrees to and accepts all the terms set out in the Announcement, including these Terms and Conditions and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained therein;

(b)  its rights and obligations in respect of the Placing will terminate only in the circumstances referred to in these Terms and Conditions and will not be subject to rescission or termination by it in any circumstances;

(c)  it accepts that the content of the Announcement is exclusively the responsibility of the Company and that neither WH Ireland n or any person acting on its respective behalf has or shall have any liability for any information, representation or statement contained in the Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee’s decision to participate in the Placing based on any information, representation or statement contained in the Announcement or otherwise;

(d)  the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in the Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any WH Ireland or the Company or their respective directors, employees, officers or agents  or any other person and neither of WH Ireland nor the Company, including employees or agents nor any person acting on behalf of any of WH Ireland or the Company will be liable for any Placee’s decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;

(e)  it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

(f)  it has not been, and will not be, given any warranty or representation in relation to the Placing Shares or to the Company or to any other member of its Group in connection with the Placing, other than (i) as included in the Announcement by the person(s) responsible for the Announcement, (ii) by the Company as included in this document, and (iii) by the Company to the effect that (1) the Announcement will comply with all relevant requirements of the AIM Rules for Companies at the time of its publication and (2) at the time that the Placee enters into a legally binding commitment to be allotted Placing Shares pursuant to the Placing the Company will not then be in breach of its obligations under the AIM Rules for Companies or applicable law to disclose publicly in the correct manner all such information as is required to be so disclosed by the Company;

(g)  it has not relied on any representation or warranty in reaching its decision to be allotted Placing Shares under the Placing, save as given or made by the Company as referred to in the previous paragraph;

(h)  it is not a client of WH Ireland in relation to the Placing and WH Ireland is not acting for it in connection with the Placing and will not be responsible to it in respect of the Placing for providing protections afforded to it or its clients under the rules of the FCA (the “FCA Rules”) or for advising it with regard to the Placing Shares and WH Ireland shall not be responsible to it or any other person for providing the protections afforded to its customers whether under the FCA Rules or otherwise, or for advising it or any other person in respect of or in connection with such arrangements. In addition any payment by it will not be treated as client money governed by the FCA Rules. It agrees that WH Ireland shall not be liable to it for any matter arising out of its role as placing agent or otherwise in connection with the Placing and that, where any such liability nevertheless arises as a matter of law, it will immediately waive any claim against WH Ireland which it may have in respect thereof;

(i)  it (or any person acting on its behalf) will pay the full allotment amount at the Placing Price as and when required in respect of all Placing Shares for which it is required to be allotted under its Placing participation and will do all things necessary on its part to ensure that payment for such shares and their delivery to it or at its direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that it has or puts in place with WH Ireland , failing which the relevant Placing Shares may be placed with other placees or sold as WH Ireland may, in its sole discretion and without liability to such Placee decide, and it will remain liable for the shortfall below the net proceeds of such sale and the placing proceeds of the Placing Shares, and may be required to bear any stamp duty or stamp duty reserve tax which may arise upon the placing or sale of such Placee’s Placing Shares on its behalf;

(j)  its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to be allotted, and that the Company and/or WH Ireland may call upon it to be allotted a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

(k)  it is entitled to be allotted Placing Shares under the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1993 (“CJA”), Market Abuse Regulation EU No 596/2014 (“The Market Abuse Regulation”), money laundering and terrorist financing under the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2003, the Terrorism Act 2006, the Money Laundering Regulations 2007 and part VIII of the Financial Services and Markets Act 2000 (the “Regulations”)) and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such allotment, and it will provide promptly to WH Ireland such evidence, if any, as to the identity or location or legal status of any person which WH Ireland may request from it in connection with the Placing (for the purpose of complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by WH Ireland on the basis that any failure by it to do so may result in the number of Placing Shares that are to be allotted and/or issued to it or at its direction pursuant to the Placing being reduced to such number, or to nil, as WH Ireland may decide at its sole discretion;

(l)  unless paragraph (m) below applies, it has neither received nor relied on any inside information (for the purpose of and section 56 of the CJA) in relation to its participation in the Placing;

(m)  if it has received any inside information (for the purposes of the Market Abuse Regulation and section 56 of the CJA) in relation to the Company and its securities, it confirms that it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

(n)  that it has identified its clients in accordance with the Regulations and that it has complied fully with its obligations pursuant to the Regulations;

(o)  it has observed the laws of all requisite territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action which will or might result in the Company, or WH Ireland acting in breach of the regulatory or legal requirements of any territory in connection with the Placing, application for Placing Shares or the admission to AIM of the Placing Shares;

(p)  it will not distribute any press announcement relating to the Placing or any other offering material, directly or indirectly, in or into a Prohibited Jurisdiction;

(q)  it has complied and will comply with all applicable provisions of FSMA with respect to anything done or to be done by it in relation to any Placing Shares in, from or otherwise involving the United Kingdom and it has not made or communicated or caused to be made or communicated, and it will not make or communicate or cause to be made or communicated, any “financial promotion” in relation to Placing Shares in contravention of section 21 of FSMA;

(r)  it is a Relevant Person and it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so, (ii) it is and will remain liable to the Company and/or WH Ireland for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an “authorised person” for the purposes of FSMA and a “qualified investor” as defined at Article 2(E) of the Prospectus Regulation acting as agent for such person, and (iv) such person is either (1) a Qualified Investor or (2) its “client” (as defined in section 86(2) of FSMA) that has engaged it to act as his agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;

(s)  in the case of a Relevant Person who acquires any Placing Shares pursuant to the Placing acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, it represents and warrants that:

(i)  the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons other than Relevant Persons or in circumstances in which the prior consent of WH Ireland has been given to the offer or resale; or

(ii)  where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Relevant Persons, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

(t)  the Placee acknowledges that no offering document, admission document or prospectus has been, or will be, prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection therewith;

(u)  it has not and will not make any offer to the public of the Placing Shares for the purposes of section 102B FSMA;

(v)  it agrees to be bound by the terms of the Articles of Association;

(w)  nothing has been done or will be done by it in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any shares in the capital of the Company in accordance with FSMA or the UK Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;

(x)  (i) it is not, and is not acting in relation to the Placing as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 0.5% (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to it, or any person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any such section, (ii) the person whom it specifies for registration as holder of Placing Shares will be the Placee or the Placee’s nominee, and (iii) neither WH Ireland nor the Company will be responsible to it or anyone else for any liability to pay stamp duty or stamp duty reserve tax resulting from any breach of, or non-compliance, with this paragraph.  Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and WH Ireland in respect of the same on the basis that the Placing Shares will be allotted to the CREST account or its affiliate or agent who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

(y)  it will not treat any Placing Shares in any manner that would contravene any legal or regulatory requirement applicable in any territory or jurisdiction and no aspect of its participation in the Placing will contravene any legal or regulatory requirement applicable in any territory or jurisdiction in any respect or cause the Company or WH Ireland or their respective directors, officers, employees or agents to contravene any such legal or regulatory requirement in any respect and it has obtained all governmental and other consents which may be required under the laws of the applicable territory or jurisdiction;

(z)  if a Placee is a resident in the UK: i) it is a “qualified investor” within the meaning of Section 86(7) of FSMA; ii) it is a person of a kind described in Article 19 and/or Article 49 and/or 43 (2) of the Order and it understands that the information contained in these Terms and Conditions is only directed at any of the following: (A) persons falling within Article 19 of the Order having professional experience in matters relating to investments; (B) persons falling within Article 49 of the Order (including companies and unincorporated associations of high net worth and trusts of high value); or (C) persons to whom it would otherwise be lawful to distribute it; and that, accordingly, any investment or investment activity to which these Terms and Conditions relates is available to it as such a person or will be engaged in only with it as such a person;

(aa)  if a Placee is an investor located within a member state of the European Economic Area, it is a “Qualified Investor” within the meaning of Article 2(E) of the Prospectus Regulation;

(bb)  (applicable terms and expressions used in this paragraph have the meanings that they have in Regulation S made under the US Securities Act) (i) the Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any State of or other jurisdiction within the United States, (ii) the Placing Shares will not be offered or sold, resold, or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US person (as defined in Regulation S under the US Securities Act), (iii) it has not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, (iv) neither it, its affiliates, nor any persons acting on its behalf, has engaged or will engage in any directed selling efforts with respect to the Placing Shares, (v) it will not be receiving Placing Shares with a view to resale in or into the United States, and (vi) it will not distribute this document or any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;

(cc)  it is not and, if different, the intended beneficial owner of the Placing Shares allocated to it is not, and at the time the Placing Shares are acquired will not be, a resident or national of a Prohibited Jurisdiction or a corporation, partnership or other entity organised under the laws of a Prohibited Jurisdiction, and the Placing Shares have not been and will not be registered under the securities legislation of a Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into a Prohibited Jurisdiction;

(dd)  the Placee has consented to receive information in respect of securities of the Company and other price-affected securities (as defined in FSMA) which makes it an “insider” for the purposes of Part V of FSMA and the Market Abuse Regulation, and it agrees not to deal in any securities of the Company until such time as the inside information (as defined in FSMA) of which it has been made aware has been made public for purposes of FSMA or it has been notified by WH Ireland or the Company that the proposed Placing will not proceed and any unpublished price sensitive information of which the Placee is aware has been publicly announced, and, other than in respect of its knowledge of the proposed Placing, it has neither received nor relied on any confidential price sensitive information concerning the Company or the Placing Shares;

(ee)  where the Placee is acquiring Placing Shares for one or more managed accounts, it represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgments, undertakings and agreements in these Terms and Conditions ; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by WH Ireland ;

(ff)  WH Ireland may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other WH Ireland person to do so;

(gg)  time is of the essence as regards its obligations under these Terms and Conditions ;

(hh)  each right or remedy of the Company and WH Ireland provided for in these Terms and Conditions is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;

(ii)  any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to WH Ireland :

(jj)  nothing in these Terms and Conditions will exclude any liability of any person (i) for any contents of the Announcement as a result of such person being responsible for such contents pursuant to the AIM Rules for Companies or applicable law or (ii) for fraud on its part, and all times and dates in these Terms and Conditions are subject to amendment at the discretion of WH Ireland except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date;

(kk)  none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to be allotted any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing will affect any of its obligations in respect of the Placing;

(ll)  it has substantial experience in evaluating and investing in shares of companies similar to the Company such that it is capable of evaluating the merits and risks of an investment in the Company, it has such knowledge and experience in financial and business matters as to be capable of protecting its own interests and evaluating the merits and risks of an investment in the Company and it is able to bear the economic risk of a complete loss of its investment in the Company;

(mm)  it has made an investigation of the pertinent facts relating to the operation of the Company to the extent it deems necessary in order to be fully informed with respect thereto;

(nn)  it will indemnify on an after tax basis and hold the Company and WH Ireland and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in these Terms and Conditions and further agrees that the provisions of these Terms and Conditions shall survive after completion of the Placing;

(oo)  WH Ireland does not have any duty to it similar or comparable to rules of “best execution”, “suitability” and “risk warnings” as set out in the Conduct of Business Sourcebook of the FCA;

(pp)  it accepts that it is not relying on WH Ireland to advise whether or not the Placing Shares are in any way a suitable investment for it;

(qq)  it is entitled to subscribe for or purchase the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities;

(rr)  it irrevocably appoints any director or employee of WH Ireland as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares being issued to it;

(ss)  it is not presently acting in concert, as defined in the City Code on Takeovers and Mergers, with any existing shareholder or other Placee;

(tt)  each right or remedy of the Company and WH Ireland provided for in these Terms and Conditions  is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part shall not preclude the subsequent exercise of any such right or remedy;

(uu)  none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to acquire any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing shall affect any of its obligations in respect of the Placing;

(vv)  WH Ireland does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement; and

(ww)  the Placee agrees that the Company and WH Ireland will rely upon the truth and accuracy of the foregoing conformations, representations, warranties, acknowledgements undertakings and agreements which are given by each Placee (or persons acting on their behalf) to WH Ireland and the Company and are irrevocable.

Entire Agreement

The terms set out in the Announcement (including these Terms and Conditions) and the allocation of Placing Shares (including the subscription amount payable) as confirmed to a Placee, constitute the entire agreement to the terms of the Placing and a Placee’s participation in the Placing to the exclusion of prior representations, understandings and agreements between them. Any variation of such terms must be in writing.

Governing Law and Jurisdiction

The agreement arising out of acceptance of the Placing and any dispute or claim arising out of or in connection with the Placing or formation thereof (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. Each Placee irrevocably agrees to submit to the exclusive jurisdiction of the courts of England to settle any claim or dispute that arises out of or in connection with the agreement arising out of acceptance of the Placing or its subject matter or formation (including non-contractual disputes or claims).

Cadence Minerals #KDNC – Amapá Iron Ore Project Given Court Approval to Commence Iron Ore Shipments

Highlights

In a significant development in Cadence’s Brazil’s iron ore interests:

  • Brazil’s Commercial Court of São Paulo has ruled that DEV Mineração S.A., owner of the Amapá iron ore project (“DEV”) can commence the shipment of the iron ore stockpiles situated at DEV’s wholly-owned port in Santana, Amapá, Brazil.
  • Independent surveys of these iron ore stockpiles indicate that some 1.39 Mt of iron ore in three stockpiles are available for immediate export with an average Fe grade of 62.12%.
  • Permission to export the iron ore was granted as a result of a petition filed by DEV supported by judicial trustee and creditors committee.
  • The net proceeds of the iron ore sales will primarily be used to pay labour and small creditor and to bring the Amapá iron ore project  (“Amapá Project”) back into production.
  • Iron ore exports are targeted to re-commence in the coming months.

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) advises that the Amapá Project has been granted permission by the Commercial Court of São Paulo (“Court”) to begin the shipment of its stockpile from the port of Santana, located in the Amapá Province of  Brazil.

Next Steps

DEV, with Cadence’s and Indo Sino’s (“JV Partners”) support, are liaising with local authorities to obtain the required licenses and permits to rapidly commence exports, and have already received federal authorisation to export the iron ore. In addition, the JV Partners are in detailed discussions with potential offtake partners and local contractors so that the Amapá Project can begin shipment as quickly as possible.

Currently, we estimate that the first shipment from the stockpile should be in late Q2, early Q3 of this year. These timelines are, of course, dependent on the ongoing and future impacts of COVID 19 on associated movement and activities.

An independent survey of these stockpiles located at the port indicates that some 1.39 million tonnes (“Mt”) of iron ore in three stockpiles with an average Fe grade of about 62.12% are available for export.

Cadence Amapá Project stake

As mentioned in previous announcements there remains only one major precondition for Cadence to make its investment in the Amapá Project and release the sum of US$2.5 million currently held in escrow in a judicial trust account (“Escrow Monies”).

This precondition requires DEV to reach a settlement agreement with the secured bank creditors. On satisfaction of the prerequisites and the release of the Escrow monies, Cadence will become a 20% shareholder in the Amapá Project via our joint venture company which will own 99.9% of Dev.

Cadence’s rights over the Amapá Project have been formalised in the Judicial Restructuring Plan of DEV and ratified by the São Paulo Bankruptcy court. Dev officers have been appointed in the Judicial Restructuring Plan, with acceptance of creditors.

While we await the settlement with the secured bank creditors, The JV Partners will work with DEV to advance the restart of the Amapá Project using the proceeds of the iron ore, accelerating the production from the Amapá Project.

About the Project

The Amapá Project was owned by Anglo American plc and Cliffs Natural Resources and consists of a large-scale iron ore mine, beneficiation plant, railway and private port.  In 2012 the operation produced 6.1 Mt of iron ore concentrate and reported operating profits from their 70% ownership in the Amapá Project of US$120 million (100% – US$171 million). Before its sale in 2012, Anglo American valued its 70% stake at US$462m in its 2012 Annual Report (100% – US$600m).

As previously announced, the total historical mineral resource contains an estimated 348 Mt of ore @ 38.9% iron content (“Fe”). The ore is beneficiated at the mine to 65% Fe Pellet Feed and 62% Fe Spiral Concentrate. Based on available historic mine plans and an independent consultant review, it is expected that at full production the Amapá Project has a mine life of 14 years and at full capacity is targeting to produce up to 5.3 Mt of iron ore per annum.

Court Petition

The permission to export the iron ore was granted by the Court, as a result of a petition filed by DEV and supported by the judicial trustees of DEV, KMPG Brazil and the creditors committee.

The Court ruled that DEV is permitted to export sufficient iron ore to realise a US$10 million profit from the Amapá stockpiles at the port (after the deductions of all logistical, regulatory, shipping and sale costs).

The first of the net revenues from the sale of the stocks shall be used to pay historic small and employee creditors (~US$2.5 m). Thereafter funds will be used to begin recommissioning studies on the asset including plant, railway and port and to start maintenance and monitoring of the current tailing dam facilities (~ US$ 6 m) and provide ongoing working capital and historic finance obligations.

DEV also filed a further petition which requested the release of R$400,000 (~US$78,000) currently held in a judicial account to be used for essential maintenance at the wholly-owned private port and the removal of the secured bank creditors liens (“Bank Liens”) over DEV and its assets. The Court ruled to release the funds. In addition, the Court has requested that the secured bank creditors reach an agreement with the JV Partners and DEV within 60 days or the Court might rule on the annulment of the Bank Liens and consider the banks as unsecured creditors. As unsecured creditors, the bank’s credit will be subject to restructuring plan limits and discounts and be paid from free cash flow from DEV, which may be over fifteen years.

Cadence Chairman Andrew Suckling commented; “The ruling from Brazil’s São Paulo court marks a significant milestone for the re-opening of the Amapá iron ore project and its long-term benefits for stakeholders and the region. I would like to put on record my sincere thanks and gratitude for the tireless efforts by Cadence management, IndoSino and DEV and advisors. This ruling brings the Amapá Project back to life.

Despite the severe disruption created by COVID-19, management has remained focused on delivering the Amapa project as planned, all the while supported by a robust iron ore market that continues to justify the opportunity. Regardless, our primary concern at this time has been to ensure the safety and wellbeing of all our staff, and it is my fervent hope that employees, shareholders, contractors and their families continue to remain safe and secure through this challenging time.”

Cadence CEO Kiran Morzaria commented; For Cadence, this a significant step forward for the redevelopment of the fully integrated Amapá iron ore project. We are truly entering the operational phase of the asset, and despite the current turbulent and volatile market conditions, the iron ore prices remain robust. The whole Cadence and JV team have been active in delivering an excellent outcome for Amapá.  

The shipment of the iron ore stockpile at the port of Santana will now trigger long overdue payments to hundreds of local ex-employees and small creditors. It will assist with funding the necessary recommissioning studies required to re-open the mine, which will, in turn, will rejuvenate the regional economy and provide significant employment, health and educational benefits for its people.”

Our Chairman has previously referred to Amapá as a “Company Changing” project for Cadence, and it is now on its way to deliver this goal. With this in mind, I now look forward to providing shareholders with further updates as the recommissioning process moves forward.”

– 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 – Update on Investment in the Amapá Iron Ore Project, Brazil

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to provide an update on its investment in the Amapá Iron Ore Project, Brazil.

The Amapá Project

The Amapá Project was owned by Anglo American plc and Cliffs Natural Resources and consists of a large-scale iron ore mine, beneficiation plant, railway and private port. Before its sale in 2012, Anglo American valued its 70% stake at US $462m in its 2012 Annual Report (100% US $600m). The Amapá Project is 99.9% owned by DEV Mineração S.A. (“DEV”).

Successful Reinstatement of Railway Concession

Following the approval of the judicial restructuring plan (“JRP”) announced on August 30th, 2019, Cadence along with its partners successfully negotiated the reinstatement of a life of mine railway concession. The grant of this railway concession was an incredible achievement and was announced on December 9th, 2019.

Satisfaction of Final Precondition

Currently, there remains only one major precondition for Cadence to make its investment in the Amapá Project, the sum of US$2.5 million currently held in escrow in a judicial trust account (“Escrow Monies”).

This precondition requires DEV Mineração S.A. (“Dev”) to reach a settlement agreement with the secured bank creditors. Since our last update, Cadence and our joint venture partners Indo Sino Pte. Ltd. (“Indo Sino”) have been in negotiations with the secured bank creditors and we have offered a settlement involving a discount on the amounts owned by Dev.

This settlement is intended to be paid from part of the proceeds from the sale of the iron ore stockpile currently held at Dev’s 100% owned port facility in Santana, Amapá. Alongside our partners, we continue to negotiate with the secured bank creditors, and we will update the market once a binding agreement is reached.

On satisfaction of the preconditions and the release of the Escrow monies, Cadence will become a 20% shareholder in the Amapá Project via our joint venture company which will own 99.9% of DEV. The Escrow Monies will then be used for the payment of former employees and small trade creditors. Once Cadence becomes a shareholder in the Amapá Project, the Government of Amapá will permit Dev to start operations on the asset including the shipment of iron ore from the port.

Cadence Non-Executive Chairman Andrew Suckling commented; “The remarkable progress made by Cadence management, Indo Sino and the Governor of Amapá and his team in bringing the Amapá Project back to life continues. We are moving ever closer to commencing the process of turning Amapá and it’s dormant potential into a key contributor to the regional economy, with all the employment, health and educational  benefits that will bring to this part of Brazil.”

Cadence CEO Kiran Morzaria commented; “Since securing the Railway concessions last December, we have worked tirelessly to reach a settlement with Dev’s secured bank creditors. It is my fervent belief that as referred to previously by our Chairman, Cadence is on the cusp of a company changing event – one that will create a long lasting store of value for our company and shareholders, as well as returning some prosperity to the Amapá region. I look forward to updating our board and investors on progress in the coming days and weeks.”

– 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-lookingstatements.

Cadence Minerals (KDNC) Reinstatement of Critical Railway Concessions at the Amapá Iron Ore Project, Brazil.

 

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to announce that, following the approval of the judicial restructuring plan (“JRP”) announced on August 30th 2019, along with its partners it has agreed with the State of Amapá the reinstatement of a life of mine railway concession (“Concessions”) between the Amapá iron ore mine (“Amapá” “Amapá Project”) and the port in Santana, State of Amapá, Brazil.

The Amapá Project

The Amapá Project was owned by Anglo American plc and Cliffs Natural Resources and consists of a large-scale iron ore mine, beneficiation plant, railway and private port. Before its sale in 2012, Anglo American valued its 70% stake at US $462m in its 2012 Annual Report (100% US $600m). The Amapá Project is 99.9% owned by DEV Mineração S.A. (“DEV”).

Details of Railway Concession

The reinstatement of the Concessions were agreed between Cadence, Indo Sino Pte. Ltd. (“Indo Sino”), and the government of Amapá, including the state secretary of transport, state secretary of planning, state secretary of the environment, attorney generals office and the office of the Governor of Amapá.

The Concessions are in force for the life of the mine. The Concessions allow DEV’s 100% owned subsidiary to operate the railway, for the primary purpose of the shipment of iron ore over 180 km from the mine to the private port in Santana. The railway will be maintained and improved to allow the eventual shipment of approximately 5.5 million tonnes of iron ore, along with providing a passenger and good service. The concessions also allows DEV to expand the capacity of the railway to transport other goods, should there be commercial demand.

Satisfaction of Precondition 

The reinstatement of the Concessions represents the satisfaction of one of the two principal preconditions for Cadence’s investment in the Amapá Project and the release of US$2.5 million currently held in escrow in a judicial trust account.

The second principle precondition is the release of security over The Amapá Project. Along with our partners, we continue to negotiate with the secured bank creditors to reach a settlement and release the security over the Amapá Project. Once the preconditions have been met, Cadence will own 20% of the Amapá iron ore project.

On satisfaction of this, the monies held in the judicial trust account will be released for the payment of former employees and small trade creditors. On the release of the monies, the Government of Amapá will permit DEV to ship the iron ore stockpile at the port, generating early revenue for the project.

Cadence Non-Executive Chairman Andrew Suckling commented; “To echo my previous comments, in my time working with commodity projects around the world, I have rarely if ever seen a lapsed mining project with this sort of potential. The reinstatement of the life of mine railway concession is the first key step toward rehabilitation of the Amapá Project, and I speak for our board and investors when I say that we expect this to be a Company changing event. Cadence and Indo Sino, along with the Governor of Amapá and his team of Government Officials have worked tirelessly to conclude this key step, and we are grateful for all they have achieved.”

In its previous life, Amapá’s output contributed significantly to the regional economy. It is important to consider the employment opportunities and funding for infrastructure, education and health that a rehabilitated mine will bring to this part of Brazil.”

Cadence CEO Kiran Morzaria commented; “Since the approval of the JRP in August, we have worked with Indo Sino and the Governor of Amapá to secure this first key step to bring Amapá back into production. Now we have secured the Railway concessions, once agreement has been reached with the Government of Amapá to release security over the project we can commence shipment of the iron ore stockpile. This will in turn provide approx US$ 60 million, which will be reinvested in the restart of the Amapá Project. I look forward to providing our board and investors with further progress updates.”
– 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.

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