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Cadence Minerals #KDNC – Issue of Share Options Exercisable at 29p

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) announces the award of 7,200,000 share options. Each Share Option is exercisable over one ordinary share in the capital of the Company. The Share Options are exercisable at a price of 29 pence per share being a 22% premium to the closing price of the Ordinary Shares on 29 April 2021 of 23.75 pence. These options will vest immediately and will expire on 30 April 2026.

The total options granted over Ordinary Shares to Persons Discharging Managerial Responsibilities within the Company (each being a “PDMR”) are detailed below: 

Director, PDMR

Position

Options

Andrew Suckling

Non-Executive Chairman

1,800,000

Kiran Morzaria

Chief Executive Officer

1,800,000

Donald Strang

Finance Director

1,800,000

Adrian Fairbourn

Non-Executive Director

1,800,000

 

The Share Options represent in aggregate 4.8% of the existing issued share capital. There are currently no other options outstanding.

The Directors of the Company accept responsibility for the contents of this announcement.

– Ends –

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

For further information:

 

Cadence Minerals plc

+44 (0) 7879 584153

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 – Director Share Purchases

Cadence (AIM:KDNC), the mining investment company, announces that on the 3 November the following directors purchased ordinary shares in the Company.

DirectorPositionNumber of ordinary shares acquiredPrice paid per share (£)
Kiran MorzariaDirector & CEO247,6880.12
Donald StrangFinance Director212,0000.12
Adrian FairbournNon-Executive Director50,0000.12

In addition to the Adrian Fairbourn has exercised option over 200,000 new ordinary shares (“Ordinary Shares”) at exercise price of £0.06 per share. Application has been made to the on the AIM market (“AIM”) of London Stock Exchange plc (“LSE”) and to the AQSE Growth Market (“AQSE”) operated by Aquis Exchange Plc for the Ordinary Shares (“Admission”). Admission is expected to occur on or around 12 November 2020.

Following Admission, the Company will have 144,719,053 Ordinary Shares in issue. There are no shares held in treasury. The total voting rights in the Company is therefore 144,719,053 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.

After these acquisitions, the total notifiable share interest in the Company for the directors is as follows

DirectorPositionTotal holding of ordinary shares
Kiran MorzariaDirector & CEO1,112,000 
Donald StrangFinance Director797,545
Andrew SucklingNon-Executive Director64,096 
Adrian FairbournNon-Executive Director386,005 

– Ends –

For further information: 
Cadence Minerals plc+44 (0) 7879 584153
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

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1Details of the person discharging managerial responsibilities/person closely associated
a)NameKiran Morzaria
2Reason for the notification
a)Position/statusDirector & CEO
b)Initial notification/ AmendmentInitial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameCadence Minerals PLC
b)LEI213800TUZWG9C2GRNO58
4Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)Description of the financial instrument, type of instrument Identification codeOrdinary Share  GB00B067JC96
b)Nature of the transactionShare Purchase
c)Price(s) and volume(s)Price(s)Volume(s)0.12247,688
d)Aggregated information-  Aggregated volume-  Price 247,6880.12
e)Date of the transaction03/11/2020
f)Place of the transactionXLON, AIM
1Details of the person discharging managerial responsibilities/person closely associated
a)NameDonald Strang
2Reason for the notification
a)Position/statusFinance Director
b)Initial notification/ AmendmentInitial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameCadence Minerals PLC
b)LEI213800TUZWG9C2GRNO58
4Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)Description of the financial instrument, type of instrument Identification codeOrdinary Share  GB00B067JC96
b)Nature of the transactionShare Purchase
c)Price(s) and volume(s)Price(s)Volume(s)0.12212,000
d)Aggregated information-  Aggregated volume-  Price 212,0000.12
e)Date of the transaction03/11/2020
f)Place of the transactionXLON, AIM
1Details of the person discharging managerial responsibilities/person closely associated
a)NameAdrian Fairbourn
2Reason for the notification
a)Position/statusNon-Executive Director
b)Initial notification/ AmendmentInitial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameCadence Minerals PLC
b)LEI213800TUZWG9C2GRNO58
4Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)Description of the financial instrument, type of instrument Identification codeOrdinary Share  GB00B067JC96
b)Nature of the transactionShare Purchase
c)Price(s) and volume(s)Price(s)Volume(s)0.1250,000
d)Aggregated information-  Aggregated volume-  Price 50,0000.12
e)Date of the transaction03/11/2020
f)Place of the transactionXLON, AIM
1Details of the person discharging managerial responsibilities/person closely associated
a)NameAdrian Fairbourn
2Reason for the notification
a)Position/statusNon-Executive Director
b)Initial notification/ AmendmentInitial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameCadence Minerals PLC
b)LEI213800TUZWG9C2GRNO58
4Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)Description of the financial instrument, type of instrument Identification codeOrdinary Share  GB00B067JC96
b)Nature of the transactionExercise of Options
c)Price(s) and volume(s)Price(s)Volume(s)0.06200,000
d)Aggregated information-  Aggregated volume-  Price 200,0000.06
e)Date of the transaction03/11/2020
f)Place of the transactionXLON, AIM

Cadence Minerals #KDNC – Director Share Purchases

The Company makes the following disclosures in relation to the participation of directors in the recent fundraising as announced on 27th June 2019 with title ‘Placing to Raise £1.6 Million’.

Details of the Director purchases are contained in the table below.

Director

Position

Number of ordinary shares acquired

 Price paid per share (pence)

Kiran Morzaria

Director & CEO

45,454,545

0.11

Donald Strang

Finance Director

45,454,545

0.11

After these acquisitions, the total notifiable share interest in the Company for the directors is as follows

Director

Position

 Total holding of ordinary shares

Andrew Suckling

Non-Executive Chairman

       6,409,644

Kiran Morzaria

Director & CEO

     60,957,149

Donald Strang

Non-Executive Director

     58,554,545

Adrian Fairbourn

Finance Director

     13,600,539

 

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

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Kiran Morzaria

2

Reason for the notification

a)

Position/status

Director & CEO

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£0.0011

45,454,545

d)

Aggregated information

–      Aggregated volume

–      Price

 

45,454,545

£0.0011

e)

Date of the transaction

02/07/2019

f)

Place of the transaction

XLON, AIM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Donald Strang

2

Reason for the notification

a)

Position/status

Finance Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£0.0011

45,454,545

d)

Aggregated information

–      Aggregated volume

–      Price

 

45,454,545

£0.0011

e)

Date of the transaction

02/07/2019

f)

Place of the transaction

XLON, AIM

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

Cadence Minerals #KDNC – Placing to raise £1.6 million to complete initial investment into Amapa Iron Ore Project

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

(“Cadence Minerals”, “Cadence” or “the Company”) 

Placing to raise £1.6 million

The Placing

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to announce that it has conditionally raised £1.6 million through a placing (“Placing”) of 1,454,545,445 new ordinary shares (“Placing Shares”) in the capital of the Company with new and existing investors. The Placing is being made at an issue price of 0.11 pence per share (“Placing Price”), representing approximately 7.33% discount to the closing price of the Company’s ordinary shares on the business day prior to this announcement. 

Kiran Morzaria, Chief Executive Officer of Cadence Minerals commented: “We are delighted, through this placing, to have secured the remaining funding requirement for the initial investment into the Amapa Iron Ore Project. The Amapá Project gives Cadence the potential for an exceptional ROI in the run up to full production and an opportunity to become a significant shareholder in a mid-tier iron ore producer. “

The issue of the Placing Shares will be completed using the existing authority to allot ordinary shares granted to the Company’s directors at its most recent annual general meeting.

Use of Proceeds

The Company expects to use the net proceeds of the Placing to partly fund the initial investment in the Amapa Project for a 20% interest, as announced on 21 May 2019 and 7 June 2019. Cadence’s investment is conditional, amongst other matters, on the approval of a judicial restructuring plan submitted by Cadence and IndoSino Pte Ltd. to the Sao Paulo Commercial Court in Brazil and the transfer of 99.9% of the issued share capital of Amapá to Pedra Branca Alliance Pte Ltd. To the extent that such conditions are not satisfied or , if capable, waived, then the Company intends to use the net proceeds of the Placing for further investment opportunities and for general working purposes. 

The Company has 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.

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 have 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.

Related Party

Kiran Morzaria and Donald Strang have participated in the placing for 45,454,545 ordinary shares each. Exception Capital, a fund managed by Adrian Fairbourne (a Non-Executive Director of the Company),  has participated in the Placing for 227,272,727 ordinary shares. The participation of these 3 parties constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The independent director, Andrew Suckling, having consulted the Company’s Nominated Adviser, WH Ireland Limited, consider that the terms of the transaction are fair and reasonable insofar as the Company’s shareholders are concerned.

Admission, Settlement and CREST

Application has been made for the admission to trading on the AIM market (“AIM”) of London Stock Exchange plc (“LSE”) and to the NEX Exchange Growth Market (“NEX”) which is operated by NEX Exchange Limited (“NEXE”) of the Placing Shares at the time of Admission.

It is expected that Admission will become effective at 8.00 a.m. on 2 July 2019 (or such later date as the Company and WH Ireland may agree, being not later than 8.00 a.m. on 31 July 2019) and that dealings in the relevant Placing Shares will also commence at that time. 

Following Admission, the Company will have 10,546,196,754 Ordinary Shares in issue. There are no shares held in treasury. The total voting rights in the Company is therefore 10,546,196,754 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.

The Company’s articles of association (“Articles of Association”) permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form. The existing ordinary shares are already admitted to CREST and therefore the Placing Shares will also be eligible for settlement in CREST. CREST is a voluntary system and subscribers of the Placing Shares who wish to retain certificates will be able to do so upon request. The Placing Shares due to uncertificated holders are expected to be delivered in CREST on the relevant date of Admission. 

Market Abuse Regulation

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (“MAR”). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities, following publication of this announcement.

– Ends –

For further information, please contact:

 

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 (Corporate Sales)

Daniel Bristowe

 

TERMS AND CONDITIONS OF THE PLACING

THE PLACING ANNOUNCEMENT (“ANNOUNCEMENT”) OF CADENCE MINERALS PLC (THE “COMPANY” OR “CADENCE”) WHICH 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”) BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC (AS AMENDED BY DIRECTIVE 2010/73/EC)) AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE “PROSPECTUS DIRECTIVE”); 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 3(2) of the Prospectus Directive, (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”) which has implemented the Prospectus Directive 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 Directive 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 on or around 2 July 2019. In any event, the latest date for Admission to take place is 31 July 2019.

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 0.11 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 its 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 has been made to the LSE for the Placing Shares to be admitted to trading on AIM and on the NEX. It is expected that: (i) Admission will take place at 8.00 am on or around 2 July 2019 (or such later date as may be agreed between the Company and WH Ireland;, provided that the date is no later than 31 July 2019 (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 sole 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 IrelandWH 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 its 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 despatched 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 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 Irelandnor 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 of the Placing Shares will occur on a date to be advised but is expected to be on or around 2 July 2019.

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, NEXE 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 relevant 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 Admission will take place on or about 2 July 2019 at which time Settlement will occur 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 relevant Placing will be sent a trade confirmation(s) stating the relevant 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 for Placing Shares: 26 June 2019

Settlement date for Placing Shares: 2 July 2019 (Electronic)

ISIN code for the Placing Shares: GB00B067JC96

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. WH Ireland is granted standard placing commissions and broker warrant over ordinary shares.

Conditions to the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. WH Ireland’s obligations under the Placing Agreement in relation to Admission are conditional on certain conditions, including inter alia:

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,  including the Company allotting, conditional on Admission, the Placing Shares subject to the articles of association of the Company;

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

3.    the delivery to WH Ireland of certain documentary conditions precedent; and

4.    Admission of the  Placing Shares occurring by 8.00 am on 2 July 2019 (or such later time and date as WH Ireland and the Company may agree being not later than 8.00 a.m. on 31 July 2019);

If: (i) any of the conditions contained in the Placing Agreement in relation to Admission, including those described above, are not fulfilled or (where applicable) waived or extended in writing by WH Ireland by the relevant time or date specified (or such later time or date as the Company and WH Ireland may agree); or (ii) prior to Admission the Placing Agreement is terminated in accordance with its terms including, inter alia in the circumstances specified below, the Placing will lapse and the Placees’ 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 it 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 the relevant 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 the relevant Admission, the Placing Agreement is not capable of rescission or termination in respect of the relevant 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 and NEXE 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 2.1(e)(i) of the Prospectus Directive 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 3(2) of the Prospectus Directive, 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 Directive 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: (i) a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive; and (ii) a “professional client” or an “eligible counterparty” within the meaning of Article 4(1)(11) and Article 24(2), (3) and (4), respectively, of Directive 2004/39/EC as implemented into national law of the relevant EEA state;

(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 and any unpublished price sensitive information of which the Placee is aware has been publicly announced, and 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 Irelandexcept 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 – Director Share Purchases & American Depository Receipt (ADR) Programme Update

As announced in December 2017 the Directors all entered into a Defined Director Purchase Programme (“DDPP”) in which they will each purchase £1,000 of ordinary shares per month for 12 months. These shares will be purchased from the market on the first Friday of each month starting on 2nd February 2018 and ending the 4th January 2019. The market will be notified of the purchases on the next trading day via a PDMR; Directors dealing notification.

The Directors have entered into a DDPP in an open period and under this programme are therefore committed to the purchase of shares in what otherwise may be a close period. Entering into the DDPP does not preclude the directors from buying additional shares in the Company during open periods.

Details of the Director purchases are contained in the table below:

Director

Position

Number of ordinary shares acquired

 Price paid per share (pence)

Andrew Suckling

Non-Executive Chairman

365,497*

0.27*

Kiran Morzaria

Director & CEO

677,966

0.15

Donald Strang

Finance Director

650,000

0.15

Adrian Fairbourn

Non-Executive Director

542,005

0.18

*Andrew Suckling purchased his DDPP obligation through the ADR listing in the OTC market (KDNCY:OTC)  in the United States, in which 500 KDNC shares is equivalent to 1 ADR share, the purchase price was US$1.80 per ADR or approximately 0.27 pence per shares.

After these acquisitions, the total notifiable share interest in the Company for the directors is as follows

Director

Position

Total Notifiable Interests (shares)

Andrew Suckling

Non-Executive Chairman

 4,855,497

Kiran Morzaria

Director & CEO

 13,948,456

Donald Strang

Finance Director

 11,597,011

Adrian Fairbourn

Non-Executive Director

 11,933,872

 Total

 42,334,836

 

ADR Programme Update

Cadences announces that it will close its ADR programme which will become effective on 14th January 2019 at 5:00pm (Eastern Time) (the “Termination Date”).

The Company has decided to take this action due to trading volumes of the ADRs being insufficient to justify the maintenance costs of the additional listing.

Under the terms of the Deposit Agreement, holders of American Depositary Shares (“ADSs”) have until the Termination Date to surrender their ADSs for cancellation and to take delivery of the underlying shares. Holders are reminded that any time after the Termination Date, Deutsche Bank (“the Depositary”) may sell the securities represented by then outstanding ADSs and may thereafter hold uninvested the net proceeds of any such sale, without liability for interest. If ADS holders surrender their ADSs for delivery of the underlying shares, they must pay a cable fee of $15.00 and a cancellation fee of $0.05 per ADS surrendered and any applicable U.S. or local taxes or governmental charges. For more details and for official instructions on how to surrender ADSs please contact adr@db.com.

The Company would like to note that holders of Cadence’s ordinary shares will remain unaffected by the termination of the ADRs.

 

 

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

Hannam & Partners LLP (Joint Broker)

+44 (0) 207 907 8500

Neil Passmore

Ingo Hofmaier

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Kiran Morzaria

2

Reason for the notification

a)

Position/status

Director & CEO

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0015

677,966

d)

Aggregated information

–      Aggregated volume

–      Price

 

677,966

0.0015

e)

Date of the transaction

02/11/2018

f)

Place of the transaction

XLON, AIM

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Andrew Suckling

2

Reason for the notification

a)

Position/status

Non-Executive Chairman

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Level 1 ADR

 

 

DR ISIN: US12738Y1091- CUSIP: 12738Y109

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0027

365,497

d)

Aggregated information

–      Aggregated volume

–      Price

 

365,497

0.0027

e)

Date of the transaction

02/11/2018

f)

Place of the transaction

OTC US

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Donald Strang

2

Reason for the notification

a)

Position/status

Finance Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0015

650,000

d)

Aggregated information

–      Aggregated volume

–      Price

 

650,000

0.0015

 

e)

Date of the transaction

02/11/2018

f)

Place of the transaction

XLON, AIM

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Adrian Fairbourn

2

Reason for the notification

a)

Position/status

Non-Executive Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0018

542,005

d)

Aggregated information

–      Aggregated volume

–      Price

 

542,005

0.0018

e)

Date of the transaction

05/11/2018

f)

Place of the transaction

XLON, AIM

 

About Cadence Minerals:

Cadence is dedicated to smart investments for a greener world. The planet needs rechargeable batteries on a global scale – upcoming supersized passenger vehicles, lorries and buses – require lithium and other technology minerals to power their cells. Cadence is helping find these minerals in new places and extracting them in new ways, which will meet the demand of this burgeoning market.

Cadence invests across the globe, principally in lithium mining projects. Its primary strategy is taking significant economic stakes in upstream exploration and development assets within strategic metals. We identify assets that have strategic cost advantages that are not replicable, with the aim of achieving lower quartile production costs. The combination of this approach and seeking value opportunities allows us to identify projects capable of achieving high rates of return.

The Cadence board has a blend of mining, commodity investing, fund management and deal structuring knowledge and experience, that is supported by access to key marketing, political and industry contacts. These resources are leveraged not only in our investment decisions but also in continuing support of our investments, whether it be increasing market awareness of an asset, or advising on product mix or path to production. Cadence Mineral’s goal is to assist management to rapidly develop the project up the value curve and deliver excellent returns on its investments

 

Cadence Minerals Plc #KDNC – Director Share Purchases

As announced in December 2017 the Directors all entered into a Defined Director Purchase Programme (“DDPP”) in which they will each purchase £1,000 of ordinary shares per month for 12 months. These shares will be purchased from the market on the first Friday of each month starting on 2nd February 2018 and ending the 4th January 2019. The market will be notified of the purchases on the next trading day via a PDMR; Directors dealing notification.

The Directors have entered into a DDPP in an open period and under this programme are therefore committed to the purchase of shares in what otherwise may be a close period. Entering into the DDPP does not preclude the directors from buying additional shares in the Company during open periods.

Details of the Director purchases are contained in the table below:

Director

Position

Number of ordinary shares acquired

 Price paid per share (pence)

Andrew Suckling

Executive Chairman

500,000

0.20

Kiran Morzaria

Director & CEO

564,153

0.18

Donald Strang

Finance Director

600,000

0.17

Adrian Fairbourn

Non-Executive Director

588,235

0.17

After these acquisitions, the total notifiable share interest in the Company for the directors is as follows

Director

Position

Total Notifiable Interests (shares)

Andrew Suckling

Executive Chairman

 4,090,000

Kiran Morzaria

Director & CEO

 12,599,350

Donald Strang

Finance Director

 10,247,011

Adrian Fairbourn

Non-Executive Director

 10,725,760

 Total

 37,662,121

 

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

Hannam & Partners LLP (Joint Broker)

+44 (0) 207 907 8500

Neil Passmore

Ingo Hofmaier

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Kiran Morzaria

2

Reason for the notification

a)

Position/status

Director & CEO

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0018

564,153

d)

Aggregated information

–      Aggregated volume

–      Price

564,153

0.0018

e)

Date of the transaction

07/09/2018

f)

Place of the transaction

XLON, AIM

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Andrew Suckling

2

Reason for the notification

a)

Position/status

Executive Chairman

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0020

500,000

d)

Aggregated information

–      Aggregated volume

–      Price

 

500,000

0.0020

e)

Date of the transaction

07/09/2018

f)

Place of the transaction

XLON, AIM

 

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Donald Strang

2

Reason for the notification

a)

Position/status

Finance Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0017

600,000

d)

Aggregated information

–      Aggregated volume

–      Price

 

600,000

0.0017

e)

Date of the transaction

07/09/2018

f)

Place of the transaction

XLON, AIM

 

 

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Adrian Fairbourn

2

Reason for the notification

a)

Position/status

Non-Executive Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0017

588,235

d)

Aggregated information

–      Aggregated volume

–      Price

 

588,235

0.0017

e)

Date of the transaction

03/08/2018

f)

Place of the transaction

XLON, AIM

 

About Cadence Minerals:

Cadence is dedicated to smart investments for a greener world. The planet needs rechargeable batteries on a global scale – upcoming supersized passenger vehicles, lorries and buses – require lithium and other technology minerals to power their cells. Cadence is helping find these minerals in new places and extracting them in new ways, which will meet the demand of this burgeoning market.

Cadence invests across the globe, principally in lithium mining projects. Its primary strategy is taking significant economic stakes in upstream exploration and development assets within strategic metals. We identify assets that have strategic cost advantages that are not replicable, with the aim of achieving lower quartile production costs. The combination of this approach and seeking value opportunities allows us to identify projects capable of achieving high rates of return.

The Cadence board has a blend of mining, commodity investing, fund management and deal structuring knowledge and experience, that is supported by access to key marketing, political and industry contacts. These resources are leveraged not only in our investment decisions but also in continuing support of our investments, whether it be increasing market awareness of an asset, or advising on product mix or path to production. Cadence Mineral’s goal is to assist management to rapidly develop the project up the value curve and deliver excellent returns on its investments.

Cadence Minerals #KDNC – Director Share Purchases

As announced in December 2017 the Directors all entered into a Defined Director Purchase Programme in which they will each purchase £1,000 of ordinary shares per month for 12 months. These shares will be purchased from the market on the first Friday of each month starting on 2nd February 2018 and ending the 4th January 2019. The market will be notified of the purchases on the next trading day via a PDMR; Directors are dealing notification.

The Directors have entered into a DDPP in an open period and under this programme are therefore committed to the purchase of shares in what otherwise may be a close period. Entering into the DDPP does not preclude the directors from buying additional shares in the Company during open periods.

Mr Andrew Suckling did not complete his scheduled DDPP on 6 July 2018, due to an error by his broker, as such it is anticipated that this will be completed during the course of this week.

Details of the Director purchases are contained in the table below:

Director

Position

Number of ordinary shares acquired

 Price paid per share (pence)

Kiran Morzaria

Director & CEO

445,434

0.22

Donald Strang

Finance Director

440,000

0.23

Adrian Fairbourn

Non-Executive Director

414,225

0.24

After these acquisitions, the total notifiable share interest in the Company for the directors is as follows

Director

Position

Total Notifiable Interests (shares)

Andrew Suckling

Executive Chairman

2,090,000

Kiran Morzaria

Director & CEO

11,019,973

Donald Strang

Finance Director

8,647,011

Adrian Fairbourn

Non-Executive Director

9,128,297

 Total

30,885,281

 

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

Hannam & Partners LLP (Joint Broker)

+44 (0) 207 907 8500

Neil Passmore

Giles Fitzpatrick

Square1 Consulting

+44 (0) 207 929 5599

David Bick

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Kiran Morzaria

2

Reason for the notification

a)

Position/status

Director & CEO

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0022

445,434

d)

Aggregated information

–      Aggregated volume

–      Price

 

445,434

0.0022

e)

Date of the transaction

06/07/2018

f)

Place of the transaction

XLON, AIM

 

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Donald Strang

2

Reason for the notification

a)

Position/status

Finance Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0023

440,000

d)

Aggregated information

–      Aggregated volume

–      Price

 

440,000

0.0023

e)

Date of the transaction

06/07/2018

f)

Place of the transaction

XLON, AIM

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Adrian Fairbourn

2

Reason for the notification

a)

Position/status

Non-Executive Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0024

414,225

d)

Aggregated information

–      Aggregated volume

–      Price

 

414,225

0.0024

e)

Date of the transaction

06/07/2018

f)

Place of the transaction

XLON, AIM

 

About Cadence Minerals:

Cadence is dedicated to smart investments for a greener world. The planet needs rechargeable batteries on a global scale – upcoming supersized passenger vehicles, lorries and buses – require lithium and other technology minerals to power their cells. Cadence is helping find these minerals in new places and extracting them in new ways, which will meet the demand of this burgeoning market. With circa £20 million vested in key assets globally, Cadence is helping us reach tomorrow, today.

Cadence invests across the globe, principally in lithium mining projects. Its primary strategy is taking significant economic stakes in upstream exploration and development assets within strategic metals. We identify assets that have strategic cost advantages that are not replicable, with the aim of achieving lower quartile production costs. The combination of this approach and seeking value opportunities allows us to identify projects capable of achieving high rates of return.

The Cadence board has a blend of mining, commodity investing, fund management and deal structuring knowledge and experience, that is supported by access to key marketing, political and industry contacts. These resources are leveraged not only in our investment decisions but also in continuing support of our investments, whether it be increasing market awareness of an asset, or advising on product mix or path to production. Cadence Mineral’s goal is to assist management to rapidly develop the project up the value curve and deliver excellent returns on its investments.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

Cadence Minerals #KDNC – Director Share Purchases

As announced in December 2017 the Directors all entered into a Defined Director Purchase Programme  in which they will each purchase £1,000 of ordinary shares per month for 12 months. These shares will be purchased from the market on the first Friday of each month starting on 2nd February 2018 and ending the 4th January 2019. The market will be notified of the purchases on the next trading day via a PDMR; Directors are dealing notification.

The Directors have entered into a DDPP in an open period and under this programme are therefore committed to the purchase of shares in what otherwise may be a close period. Entering into the DDPP does not preclude the directors from buying additional shares in the Company during open periods.

Details of the Director purchases are contained in the table below:

Director

Position

Number of ordinary shares acquired

 Price paid per share (pence)

Andrew Suckling

Executive Chairman

400,000

0.25

Kiran Morzaria

Director & CEO

432,273

0.23

Donald Strang

Finance Director

450,000

0.22

Adrian Fairbourn

Non-Executive Director

444,444

0.23

After these acquisitions, the total notifiable share interest in the Company for the directors is as follows

Director

Position

Total Notifiable Interests (shares)

Andrew Suckling

Executive Chairman

2,090,000

Kiran Morzaria

Director & CEO

10,574,539

Donald Strang

Finance Director

 8,207,011

Adrian Fairbourn

Non-Executive Director

 8,714,072

 Total

 29,585,622

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

Hannam & Partners LLP (Joint Broker)

+44 (0) 207 907 8500

Neil Passmore

Giles Fitzpatrick

Square1 Consulting

+44 (0) 207 929 5599

David Bick

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Andrew Suckling

2

Reason for the notification

a)

Position/status

Executive Chairman

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0025

400,000

d)

Aggregated information

–      Aggregated volume

–      Price

 

400,000

0.0025

e)

Date of the transaction

01/06/2018

f)

Place of the transaction

XLON, AIM

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Kiran Morzaria

2

Reason for the notification

a)

Position/status

Director & CEO

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0023

432,273

d)

Aggregated information

–      Aggregated volume

–      Price

 

432,273

0.0023

e)

Date of the transaction

01/06/2018

f)

Place of the transaction

XLON, AIM

 

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Donald Strang

2

Reason for the notification

a)

Position/status

Finance Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0024

425,000

d)

Aggregated information

–      Aggregated volume

–      Price

 

450,000

0.0022

e)

Date of the transaction

01/06/2018

f)

Place of the transaction

XLON, AIM

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Adrian Fairbourn

2

Reason for the notification

a)

Position/status

Non-Executive Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0023

444,444

d)

Aggregated information

–      Aggregated volume

–      Price

 

444,444

0.0023

e)

Date of the transaction

04/05/2018

f)

Place of the transaction

XLON, AIM

 

About Cadence Minerals:

Cadence is dedicated to smart investments for a greener world. The planet needs rechargeable batteries on a global scale – upcoming supersized passenger vehicles, lorries and buses – require lithium and other technology minerals to power their cells. Cadence is helping find these minerals in new places and extracting them in new ways, which will meet the demand of this burgeoning market. With circa £20 million vested in key assets globally, Cadence is helping us reach tomorrow, today.

Cadence invests across the globe, principally in lithium mining projects. Its primary strategy is taking significant economic stakes in upstream exploration and development assets within strategic metals. We identify assets that have strategic cost advantages that are not replicable, with the aim of achieving lower quartile production costs. The combination of this approach and seeking value opportunities allows us to identify projects capable of achieving high rates of return.

The Cadence board has a blend of mining, commodity investing, fund management and deal structuring knowledge and experience, that is supported by access to key marketing, political and industry contacts. These resources are leveraged not only in our investment decisions but also in continuing support of our investments, whether it be increasing market awareness of an asset, or advising on product mix or path to production. Cadence Mineral’s goal is to assist management to rapidly develop the project up the value curve and deliver excellent returns on its investments.

Cadence Minerals #KDNC – Results for the year ending December 2017

The Company is pleased to announce its final results for the year ended 31 December 2017. A copy of full results will be made available on the Company’s website from today at http://www.cadenceminerals.com/

For further information, please contact:

 

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

 

Hannam & Partners LLP (Joint Broker) +44 (0) 207 907 8500
Neil Passmore
Giles Fitzpatrick

 

Square1 Consulting +44 (0) 207 929 5599
David Bick

CHAIRMAN’S STATEMENT

For the year ended 31 December 2017

STRONG ASSET GROWTH AND RETURN ON EQUITY

The rise in electric vehicle usage is fast approaching and with that the demand for batteries is increasing. More and more governments are committing to phasing out vehicles burning oil products and investment in new battery technologies continues apace For example China’s New Energy Vehicle Mandate Policy of Sept 2017 and California’s ZEV ( Zero emission vehicle). Recent significant announcements from the world’s major automakers to boost production of hybrid and fully electric vehicles complement this global drive to legislate for more rapid and intensive take up of emissions-free transportation.

Cobalt, lithium , Nickel along with rare earth elements have been identified as key strategic minerals in this rapidly expanding market. Supply of each must be increased substantially over the coming years to match predicted demand.

This is precisely where Cadence is focused, particularly on mining projects that are both low-cost and scalable. We have witnessed continued consolidation in the Lithium space , along with institutional and strategic involvement in a number of assets and projects Cadence was early to identify. Lithium’s importance has been highlighted at the political and legislative level globally.

Our principal investments now include stakes in Bacanora Minerals, European Metals Holdings, Macarthur Minerals, Yangibana North Project , Clancy , San Luis stakes in Argentina and Auroch Minerals.

The sale of part of our stake in Bacanora was a strategic decision centered on reinvestment. Cadence will redeploy some of the profits in other early-stage mineral exploration companies where we can both hold larger stakes and add our considerable mining and financial management expertise. This will provide us with an opportunity to achieve returns of a similarly high level to those made on our Bacanora investment to date.

Cadence continues to have great confidence in Bacanora Minerals and its management team, and we look forward to being a supportive shareholder and joint-venture partner in the development of the Sonora Lithium Project. We believe that Sonora has the potential to be a significant producer of battery-grade lithium carbonate, forming an important part of the global lithium-compound supply chain in the coming years.

The board and Cadence’s strategy have evolved significantly since the company took a stake in Bacanora four years ago. We have begun to take an active role in management of the companies in which we invest.

Cadence’s future prospects are growing and are very exciting. We will continue to support our investee companies and identify new areas for expansion that offer the potential for superior returns on capital.

Our strategy for delivering material value to shareholders rests on three pillars:

–       Supporting existing projects through to production.

–       Identifying new strategic investments which principally will be lithium exploration assets demonstrating a high probability of entering into commercial production

–       Evaluation of the  investment potential in other key metals used widely in the rapidly expanding energy-storage sector, such as cobalt, copper and nickel.

In this regard, we see added value in acquiring stakes in assets that are currently unlisted but fit our investment criteria, an approach which has to date delivered excellent returns. In this way we will provide our shareholders access to assets that have the same fundamentals as prior investments offerring potentially higher returns.

We continue to view the medium and long term prospects for the Company with confidence.

The directors would like to take this opportunity to thank our shareholders, staff and consultants for their continued support.

Andrew Suckling

Executive Chairman

25 May 2018

 

STRATEGIC REPORT

Our focus in 2017  was to continue our investment strategy, that is, to identify, invest and play an active role in the development and progress in assets and companies that have unique access to projects that have the right chemistry, are low cost and represent a value investment.

Cadence typically invests at the early stage of the resource development cycle. This can be as early as target delineation and up to scoping study level. The risk associated with investing in any resource projects at an early stage is high particularly within the lithium sector, which is not commoditised and the success or failure of a project is highly dependent on the metallurgical risks.

Our approach to mitigate this risk is to obtain a deep fundamental understanding of the resource, its chemistry and management team. By doing so we can eliminate the many potential investments that we review during the year and fund projects that we believe will come to production and deliver value to our shareholders. Importantly we also take an active approach to our investments by either being part of the management team or, if not, assisting incumbent management in their endeavours.

This approach has led to good absolute return figures which at the end of the financial year stood at 119% for our public listed investments and around 121% inclusive of our non listed investments. The mark market valutions of all our investments, inclusive of our portions of joint ventrures stood at some £33 million, while the valution of our public assets stood at £24.8 million (table 1).

Table 1: Absolute Return Figures

 

31/12/2015 31/12/2016 31/12/2017
Book Value 9,876 17,689 11,345
Mark to Market Equity Value (GB£ ,000) 14,232 24,152 24,869
Absolute Return on Equity (%) 44% 36% 119%

 

LITHIUM MARKET REVIEW

The primary driver for the increasing demand in lithium and lithium compounds is the penetration of electric vehicles (“EV”). 2017 was the year that dramatically changed the EV industry. Several prominent countries announced mandatory EV adoption rates. Many car companies from the U.S. to China to Europe announced new EV cars or at times introduced plans to electrify their entire fleet. Examples of this include, GM’s commitment of at least 20 new EVs by 2023, Mercedes announcing that it will electrify its entire line up by 2022, VW announcing to invest $84 billion to bring 300 new EV models to the market by 2030 and the most aggressive target by Volvo who announced that all of their new models will be EV by 2019.

Looking back at how lithium prices performed in 2017, it’s clear that prices remained strong throughout the year with CIF in Asia for 99% Lithium Carbonate increasing from US$15,500 per tonne at the beginning of the year to US$20,750 at the end of the year.  This was a surprise to a lot of commentators, however given the positive moves from the demand curve and the disappointments in the supply curve it became inevitable that we would see upward movement in prices.

In the early part of 2018 we saw several negative forecasts for pricing, based erroneously on the “wave” of supply from SQM and several other assets forecast to come online, these analysts still fail to understand the industry. In making this forecast they have applied some of the most optimistic factors to construction and commissioning and applied a linear approach to growth curves, which for a disruptive technology such as EV’s is inappropriate.

Our forecast suggests that there could be up to 800kt lithium compound demand by 2025. The big caveat to this is that supply comes online in time and projects gett financed. It is the latter point that Cadence sees as the largest constraint to EV adoption. In essence there is a pipeline of project which would allow the penetration of EV’s of 25%, however the large majority of these do not have financing in place, by our estimates there is some US$8 billion to be invested to hit production targets and in addition given the timelines to production it seems unlikely that there will be enough supply to deliver 800kt of lithium per annum by 2025, which will mean continued supply constraints.

We continue to see plenty of evidence demand growth, Benchmark Mineral Intelligence is now tracking 26 battery mega-factories, up from just three back in 2014. The combined planned capacity of these plants is 344.5 GWh. To put that into perspective, total lithium-ion cell demand in 2017 is estimated at 100 GWh.

Looking ahead to 2018, supply constraints look set to continue as the lithium demand forecast rises. In terms of demand, analysts agree that the lithium space will be led by battery production.

Cadence still maintains its belief that lithium prices will remain strong and anticipates that this pattern will continue for the foreseeable future. We believe that the assets that we have invested in will form part of the medium-term lithium supply chain from 2020 onwards.

INVESTMENT REVIEW

Bacanora Lithium Plc

Cadence holds an interest in Bacanora through a direct equity holding of approximately 8%, and a 30% stake in the joint venture interests in each of Mexalit S.A. de CV and Megalit S.A. de CV. Mexalit forms part of the Sonora Lithium Project. Bacanora is a London-listed lithium asset developer and explorer (AIM: BCN).

Bacanora’s has two key projects under development. The first is the Sonora Lithium Project in Northern Mexico and the second is the Zinnwald Lithium Project in southern Saxony, Germany.

Sonora Lithium Project

The Sonora Lithium Project consists of ten contiguous concessions covering 97,389 hectares. Two of the concessions (La Ventana, La Ventana 1) are owned 100% by Bacanora through its wholly-owned subsidiary Minera Sonora Borax S.A de C.V. (“MSB”). El Sauz, El Sauz 1, El Sauz 2, Fleur and Fleur 1 concessions are owned by, Mexilit S.A. de C.V. (“Mexilit”) (which is owned 70% by Bacanora and 30% by Cadence). These concessions are located approximately 190 kilometres northeast of the city of Hermosillo, in Sonora State, Mexico. They are roughly 170 kilometres south of the border with Arizona, USA. The San Gabriel and Buenavista concessions are owned by Minera Megalit S.A. de C.V. (“Megalit”) (which is owned 70% by Bacanora and 30% by Cadence)

Key Operational Highlights on the Sonora Project are as follows:

  • On April 10th, 2017, Bacanora announced that it had entered into a strategic partnership with Hanwa Co. Ltd. (“Hanwa”), a leading Japan-based global trading company and one of the larger traders of battery chemicals in Japan, with reported net sales of more than ¥1,000 billion in 2016. Hanwa was awarded an off-take agreement for up to 100% of Bacanora’s stage 1 production of the lithium carbonate (“Li2CO3”) produced at the Sonora Lithium Project at market price at the time. Hanwa also acquired a 10% equity stake in Bacanora by purchasing 12,333,261 of the Company’s common shares and has an option to increase its interest up to 19.9%.
  • On October 20th, 2017, Bacanora announced that the Environmental Impact Statement, the Manifestacion de Impacto Ambiental (“MIA”), for its flagship Sonora project has been approved by SEMARNAT, the Environment Ministry of Mexico. The approval represents a major milestone for Bacanora as it grants Bacanora the governments’ approval to construct an open pit mine and a large-scale beneficiation processing facility at Sonora.
  • On December 12th, 2017, Bacanora announced the results of the Feasibility Study (“FS”) for Sonora prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). The results of the FS confirm the positive economics and favourable operating costs of a 35,000 tonnes per annum (“tpa”) battery grade lithium carbonate (“Li2CO3”) operation.

o  The FS estimates a pre-tax project Net Present Value (“NPV”) of US$1.253 billion at an 8% discount rate and

o  an Internal Rate of Return (“IRR”) of 26.1%, and

o  Life of Mine (“LOM”) operating costs of US$3,910/t Li2CO3.

Both the equity stake in Bacanora and our ownership in the Mexalit joint venture could represent a substantial return for Cadence in the form of cash flow from the Sonora Lithium Project.

Zinnwald Lithium Project

On 21 February 2017 Bacanora announced the acquisition of a 50% interest in, and joint operational control of, the Zinnwald Lithium Project in southern Saxony, Germany from SolarWorld AG.

Bacanora holds 50% interest in a jointly controlled entity, Deutsche Lithium GmbH, which operates the Zinnwald Project located in southern Saxony, Germany, adjacent to the border of the Czech Republic and within 5 kilometres of the towns of Altenberg and Freiberg. The Company acquired its interest in February 2017 for a cash consideration of €5 million and an undertaking to contribute up to €5 million toward the costs of completion of a feasibility study, which is anticipated to be completed during the second quarter of 2019.

Bacanora has an option to acquire the remaining 50% of the jointly controlled entity, alone or together with any reasonably acceptable third party within a 24-month period for €30 million. In the event that Bacanora does not exercise this right within the above stated timeframe, then SolarWorld has the right but not the obligation to purchase the Company’s 50% interest for €1.

Deutsche Lithium represents a strategic asset located in close proximity to a thriving market for lithium and energy products, which is being fuelled by Germany’s electric automotive industry and the rise of renewable energy storage. Zinnwald is located in a world-class granite hosted Sn/W/Li belt that has been mined historically for tin, tungsten and lithium at different times over the past 300 years.

The project has a historical resource estimate which was reported in accordance with the PERC Code1, comprised of Measured, Indicated and Inferred Resources. A Qualified Person (under NI 43-101) has not done sufficient work to confirm the historical estimate; hence the Company is not treating the historical estimate as current Mineral Resources or Mineral Reserves. demonstrates its potential for economic extraction of lithium products, as well as potential by-products of tin, tantalum and SOP. Bacanora’s investment and expertise will facilitate further development in order to achieve higher-value, downstream lithium products which command higher prices in the market.

A resource infill drilling programme to upgrade the existing resource model in accordance with NI 41-101 has now been completed. Collection of a 100 tonne bulk ore sample from the legacy mine at Zinnwald to provide samples for metallurgical testwork has also been completed. On completion of the concentration testwork, hydrometallurgical testwork for downstream processing will be undertaken, focusing on the production of higher value lithium battery chemical products.

Deutsche Lithium has been granted a mining licence covering 256.5 hectares of the Zinnwald project.The 30 year mining licence has been issued by the Saxony State Mining Authority.

Subsequent to the transaction SolarWorld filed for bankruptcy protection in Germany due to ongoing pricing pressures in its core solar markets. The Company is confident that the SolarWorld insolvency process will have no material impact on the Company’s interest in Deutsche Lithium and the Zinnwald project.

 

Details of Cadence’s ownership

Cadence owns approximately 8% of Bacanora. The Sonora Lithium Project is comprised of the following lithium properties.

  • La Ventana, La Ventana 1, and Megalit concessions, which are 100 percent owned by Minera Sonora Borax S.A. de C.V.(“MSB”), a wholly-owned subsidiary of Bacanora; Cadence, through its approximate direct interest of 8% of Bacanora, has an indirect interest in these concessions of 8%.
  • El Sauz, El Sauz 1, El Sauz 2, Fleur and Fleur 1 concessions, which are held by Mexilit S.A. de C.V. (“Mexilit”). Cadence has a 30% direct interest in Mexalit through its Joint Venture with Bacanora, and when combined with Cadence’s direct interest of approximately 8% in Bacanora, has a total economic interest in Mexalit of 35%.

Cadence also owns a 30% direct interest in The Megalit, Buenavista, and San Gabriel concessions, which are held by Megalit S.A de C.V (“Megalit”) which when combined with Cadences’ direct interest of approximately 8% in Bacanora, has a total economic interest in Megalit of 35%.These areas are not part of the mining plans of the Sonora Lithium Project and have not been assessed in sufficient detail to provide a 43-101 compliant Mineral Resource Estimate.

 

European Metals Holdings Limited (European Metals)

Cadence has been investing in EMH since June 2015 and continued to do so during the period. It currently owns approximately 20% in the Cinovec deposit in the Czech Republic through a direct holding in the share capital of European Metals Holdings Limited that owns 100 per cent of the exploration rights to the Cinovec lithium/tin deposit. The Cinovec lithium and tin deposit is located in the Krusne Hory mountain range. The deposit that straddles the border between Germany and the Czech Republic and in Germany, it is known as the Zinnwald deposit (50% owned by Bacanora). The district has an extensive mining history, with various metals having been extracted since the 14th Century.

Summary of Activities

European Metals made significant progress during the year.  With the Company’s efforts focusing on the completion of a pre-feasibility study (“PFS”). This was announced in April 2017 and confirmed the potential that the Cinovec deposit could be developed into a low-cost producer of lithium products.

Highlights of the PFS include:

 

·    Net overall cost of production – ·    US$3,483 /tonne Li2CO3
·    Net Present Value (NPV) – ·    US$540 M (post tax, 8%)
·    Internal Rate of Return (IRR) – ·    21 % (post tax)
·    Total Capital Cost – ·    US$393 M
·    Annual production of Battery Grade Lithium Carbonate – ·    20,800 tonnes

Project development for the year was centered on a significant drilling program embarked upon by the Company. There were numerous updates to this program released to the market during the period. Overall, results from the program either confirmed or exceeded expectations with respect of both lithium content and width of mineralisation.

In November 2016, the Company announced a significant increase in the indicated resource at Cinovec. This upgrade was a result of the drilling program to that point and increased the indicated resource by approximately 420%.

Highlights from the Mineral Resource Estimate include:

  • Lithium Indicated Resource increased 420% to 2.6 Mt LCE, contained in 232.8 Mt @ 0.45% Li2O (0.1% Li cutoff)
  • Lithium total resource increased 11.8% to 6.46 Mt LCE, contained in 606.8 Mt @ 0.43% Li2O (0.1% Li cutoff)
  • Tin Indicated Resource increased by 64% to 28.6 Mt @ 0.23% Sn, 0.54% Li2O (0.1% Sn cutoff) for 65.8 kt Sn, 0.38 Mt LCE
  • Lithium exploration target remains 350 to 450 Mt @ 0.39% to 0.47% for 3.4 Mt to 5.3 Mt of LCE

In June 2017, and based on the PFS taken on the Cinovec Project, European Metals declared a maiden Probable Ore Reserve of 34.5 Mt @0.65% Li2O.

This drilling program provided important data to the Company’s Preliminary Feasibility Study (“PFS”) which was ongoing throughout the period. The Company released various updates with regards to this study throughout the year, and the completion at the end of March 2017.

Highlights of the work program for the PFS included a significant reduction of pre-production capital costs and outstanding recoveries, and the successful manufacture of >99.5% pure lithium carbonate using an industry proven, sodium sulphate roast-based flow-sheet.

Since the completion of the PFS European Metals has been embarking on elements of the Definitive Feasibility Study, including the appointments a DFS manager, further optimisation testwork on the metallurgy and further increases in indicated resource figures.

European Metals is now progressing its permits, environmental studies and the BFS and we look forward to 2018 and the progress that will be made to bring this asset into production.

 

Details of Cadence’s ownership

Cadence owns a direct interest of approximately 20% of European Metals.

San Luis Lithium Project, Argentina

In December 2017 Cadence Minerals announced that it had executed binding investment agreements wto acquire up to 100% of six prospective hard rock lithium assets in Argentina.

These transactions mark the start of the Company’s strategic shift to earn in to early stage lithium assets in well-known lithium jurisdictions where we see the potential to deliver shareholder value by investing in projects that have shorter development timeline to cashflow than a typical lithium carbonate producer.

The San Luis Project Consist of claims over 55,773 hectares for six exploration permits within the known spodumene bearing pegmatite fields in San Luis Province, Central Argentina. The pegmatite fields of San Luis have an important past record of producing mica, beryl, spodumene, tantalite (tantalum oxide), columbite (niobium oxide), and recently potassium feldspar, albite and quartz. Historic mines outside of the claims have produced lithium oxide (“Li2O”) at grades ranging from 4.5% to 6.5%.

On grant of the exploration permits Cadence will acquire up to 49% by spending £1.1m on exploration and drilling, and by issuing £0.4 million of new ordinary shares in Cadence to The Vendors. Cadence has an option to acquire up to 100% by issuing a further £1.75m of new ordinary shares in Cadence.

Subsequent to the year-end, remote exploration has begun on the assets, including geophysical, remote mapping and historic data collection. We anticipate publishing these results over the coming weeks. Once the exploration licenses are granted we can progress with the field mapping and drilling with the aim of delivering a maiden ore resource.

Clancy Exploration Limited

In September 2017 Cadence announced that Clancy’s investigations into its tenure determined that there were 28 overlapping licences out of Clancy’s 200 licences that were preceding priority claimants (‘Preceding Claims’). These Preceding Claims cover a total area of approximately 12km2 and included the historical Nockelberg and Leogang mines. Clancy continues to have priority over the balance of the project area, being 172 licences covering approximately 68km2 (‘Remaining Licenses’).

Prior to the investigations, Cadence acquired a 10% interest (refer to ASX release dated 3 July 2017) in all 200 licences held by Clancy, and the parties entered into a joint venture. Cadence was subsequently made aware of the licensing situation and we agreed with Clancy to continue to evaluate the Remaining Licenses, in which Cadence holds 10%.

Furthermore. the board of Clancy, in discussions with Cadence, have considered it appropriate to issue Cadence 140,000,000 fully paid ordinary shares at a deemed price of $0.003 (‘Clancy Shares’) as compensation for the discovery of third party priority over the 28 overlapping licenses (including the historical Nockelberg and Leogang mines).

Yangibana Project (Australia)

Since December 2011 Cadence has owned a 30% interest in the Yangibana rare earth project situated in the Gascoyne region of Western Australia. Cadence’s interest is free carried up to the commencement of the bankable feasibility study on Yangibana.

Summary of Activities

Hastings Technology Metals Limited is the manager of the Project and holds a 70% interest. Hastings continued to explore and develop the Yangibana project during the year.

Hastings continued to develop the Yangibana project as a whole (inclusive or areas outside our interest) with the publictions of the Yangibana Definitive Feasibility Study published in November 2017. This study did not include any material mined from the joint venture with Hastings.

Discussions with management have determined that given the mineralogy of the deposit on the joint venture areas, processing of the ore prior to the ten years contemplated in the Definitive Feasibility Study would reduce the economics of the project as a whole there it has been excluded, it has yet to be determined if the joint venture areas would form part of the twenty year mine plan.

Macarthur Minerals Limited

In March 2016 Cadence Minerals made a strategic investment in Macarthur (TSX-V: MMS) and now currently holds approximately 15% of Macarthur.

Summary of Activities

Macarthur has made progress on several fronts during the year.

 

Western Australia Gold Prospects

During the period Macarthur has been active in the development of its Gold exploration business. Securing options over or applications over several prospective gold properties in Western Australia. The most significant of which appears to be the Hillside Gold Project.

The Hillside Gold Project encompasses Exploration Licence Applications E45/4824, E45/4708 and E45/4709 held by Macarthur Lithium Pty Ltd, a wholly owned subsidiary of Macarthur Minerals. Macarthur has also entered into an option agreement to acquire Exploration Licence E45/4685, which immediately adjoins the tenements of the Hillside Gold Project. This group of tenements are located approximately 185 kilometres (“km”) South East of Port Hedland and 50 km South West of Marble Bar (the “Hillside Gold Project”).

The Hillside Gold Project is highly prospective for gold and copper. The area has previously been explored by various companies for gold, copper, zinc and lead but limited drilling exists. Historical rock chip sampling by Great Southern Mines in 1998 returned 37 samples grading above one gram per tonne (g/t) up to a maximum of 447 g/t Au.

These tenements surround the mining lease of the historic Edelwiess gold mine. A limited drilling program consisting of six rotary percussion (“RC”) holes conducted by Metana Minerals N.L in 1980 intersected gold mineralisation associated with quartz veins. Gold was recorded in three holes with an average grade of approximately 12 g/t Au and a maximum of 25.83 Au g/t. In addition, sampling along a discontinuous outcropping gossan over a strike of 18 km, showed high potential for copper mineralisation. A total of 20 results yielded above 1,000 ppm Cu to a maximum of 7.8% Cu.

Macarthur recently conducted a reconnaissance field trip to the Hillside Gold Project to investigate further the highly anomalous gold results previously reported. This trip confirmed the potential for high grade gold on the Hillside Gold Project.

 

Western Australian Lithium Projects

Macarthur Minerals has 11 Exploration Licenses and 5 Exploration License Applications in the Pilbara covering a total area of approximately 1,312 km2.

In prior years Macarthur completed two heliborne reconnaissance field trips across a portion of its tenements in the Pilbara region. Sampling across several pegmatites yielded encouraging results warranting further exploration. The best lithium results are from a swarm of pegmatites within Exploration Licence application E45/4702 exploited in the past for tin and tantalum. A sample of lithium muscovite from one old working returned 0.2% Li2O and elevated tantalum and tin values confirming the rare element character of this pegmatite. A feldspar-quartz-muscovite pegmatite within Exploration Licence E45/4711 also returned 111 parts per million (“ppm”) lithium (“Li”). In addition to the reconnaissance sampling, historical results of the Geological Society of WA (“GSWA”) include the Tambourah North lithium pegmatite located in Exploration Licence Application E45/4848. A rock sample collected by Fortescue Metals Group Ltd in 2012 on the western edge of Exploration Licence E45/4702 returned a result of 876 ppm Li (0.19% Li2O).

Nevada Brine Project

On June 15, 2017 Macarthur announced that it had staked 210 new unpatented placer mining claims at its new Reynolds Springs Lithium Brine Project in the Railroad Valley, Nevada.

The new claims are located near the town of Currant, in Nye County, Nevada. The Reynolds Springs Project is located approximately 180 miles (300 km) North of Las Vegas, Nevada.  A total of 206 soil samples were collected across the full extent of the Reynolds Springs Project. Lithium values in the soil samples ranged from a low of 39.3 ppm to a high of 405 ppm Li. Samples were consistently high averaging 168.3 ppm Li with 85% of samples recording over 100 ppm Li and 19% greater than 200 ppm Li.

These results are considered high in comparison to the majority of non-lithium producing playas and amongst the highest we have seen outside of the Clayton Valley.

 

Western Australian Iron Ore Projects

Macarthur Minerals’ Iron Ore Projects are located on mining tenements covering approximately 62 km2 located 175 km northwest of Kalgoorlie in Western Australia. Within the tenements, at least 33 km strike extent of outcropping banded iron formation (“BIF”) occurs as low ridges, surrounded by intensely weathered and mostly unexposed granites, basalts and ultramafic rocks.

The Iron Ore Projects are situated in the Yilgarn Region of south-western, Western Australia. The Yilgarn Region is a host to many significant mineral deposits that have been or are being mined for iron ore. The tenements cover the Yeriligee greenstone belt which is some 80 km in length and lies within the Southern Cross Province of the Yilgarn.

The Iron Ore Projects are approximately 107 km from the existing Eastern Goldfields Railway (located near the township of Menzies) that has a direct connection to the Port of Esperance in Western Australia, where it is intended that ore from the Projects will be shipped. Export is subject to capacity becoming available, which is not certain.

The Ularring Hematite Project’s Mineral Resources are comprised of Indicated Mineral Resources of approximately 54.5 Mt @ 47.2% Fe and approximately 26Mt @ 45.4% Fe Inferred resources.

The Mineral Resource estimates were prepared by CSA Global on behalf of Macarthur Minerals (N143-101 Technical Report, 20123) and reported in accordance with the JORC Code. Macarthur Minerals’ Iron Ore Projects are located on mining tenements covering approximately 62 km2 located 175 km northwest of Kalgoorlie in Western Australia. Within the tenements, at least 33 km strike extent of outcropping banded iron formation (“BIF”) occurs as low ridges, surrounded by intensely weathered and mostly unexposed granites, basalts and ultramafic rocks.

 

Auroch Minerals Ltd

Cadence owns a direct interest of approximately 7% of Auroch.

Auroch is an Australian ASX listed company which during the year focused on the development of three prospective, lithium, copper and cobalt assets. After the year-end Auroch terminated or decided not to pursue these projects further.

Auroch has instead completed the acquisition of 90% of the tenement known as the Arden Zinc Project (Arden Project) and 100% of the tenement known as the Bonaventura Zinc Project. Highlights form both projects are outlined below

  • The Arden Zinc Project (Arden) has the potential to host large-scale zinc, lead, copper and cobalt stratiform sedimentary exhalative (SEDEX) deposits

o Large 710km2 Exploration Licence (EL) already granted with several key mineralised targets already identified within the tenure

o Multiple assays of between 9-10% zinc and 0.1% cobalt in historic trench-sampling at the Arden target over a strike length of 1.5km, with a total strike length of the prospective geological unit of over 10km

o Up to 2.5% cobalt1 from recent sampling at the Kanyaka target within the Arden Project

o The Arden Project is supported by excellent infrastructure including rail, sealed roads and grid power

  • The Bonaventura Zinc Project (Bonaventura) covers highly prospective geology and historic mines along 30km of strike of the regional-scale Cygnet-Snelling Fault

o Previous drilling at Bonaventura hit high-grade zinc intersections, including:

▪    16m @ 3.4% Zn and 0.7% Pb from 52m (including 6m @ 6.3% Zn)

▪    11m @ 3.1% Zn and 1.5% Pb from 26m (including 1m @ 8.0% Zn)

o Samples from the historic Kohinoor gold mine returned grades up to 28 g/t Au

o The Bonaventura Project has several high-grade zinc (base-metal) and gold targets that are drill-ready.

 

Greenland Rare Earth Projects

During the year Cadence reduced it licenses’ exposure to 1 in Greenland, of which it owns 100%. This licenses abuts the northern and eastern boundaries of Greenland Minerals and Energy Limited’s ‘GGG’ licences that encompass the world-class Kvanefjeld, Sørenson, Zone 3 and Steenstrupfjeld Rare Earth Element (REE) deposits.

An extensive exploration programme was carried out on all of Cadence’s exploration licences in south Greenland from June to August 2014. We have continued to review these licenses on an annual basis. We will continue to review these licenses on an annual basis, and will monitor the progress that GGG makes over the coming year as it progresses the Kvanefjeld REE deposits.

 

FINANCIAL REVIEW

During the period the Group made an operating profit of £2.51 million (2016: £2.84 million). This slight decrease was due to a £300,000 impairment on our Greenland investment (2016: nil).

Total comprehensive profit for the year attributable to equity holders was £1.88m (2016: £0.13m). This increase is mainly due to reduced finance costs (approximately£1m reduction for the period) and favourable foreign exchange (approximately £1m increase for the period).

Diluted earnings per share were 0.013p (2016 : 0.007p).).

Administrative costs decreased by approximately 30% for the period to £1.80m (2016: £2.22m). We anticipate to be able to deliver further cost savings in the coming year. Subsequent to the year end, Directors cash remuneration reduced on average by some 28%.

The net assets of the Group increased to £26.72 million at 31 December 2017 (2016: £24.53 million). This was driven by the part repayment of the convertible loan note and the increase in value of available for sale investments.

During the period our net cash outflow from operating activities was £2.06 million (2016: £1.83m). We had a net inflow from our investing activities of £6.29m, associated with the sale of part of our available sale investments, in particular our sale of just under 50% of our stake in Bacanora Minerals. These receipts were used to pay back some of the convertible loan notes, which resulted in a net cash outflow from financing activities of £6.34 million. As a result of the above we had a net reduction in cash and cash equivalents of £2.16 million for the period and cash equivalents of £2.04 million at the end of the period.

Kiran Morzaria

Chief Executive Officer

25 May 2018

 

REPORT OF THE DIRECTORS

For the year ended 31 December 2017

The Directors present their annual report together with the audited consolidated financial statements of the Group and the Company for the Year Ended 31 December 2017.

 

Principal activity

The principal activity of the Group and the Company is that of the identification, investment and development of Lithium and rare earth assets.  The Group is also exploring other mining related opportunities.

 

Domicile and principal place of business

Cadence Minerals plc is domiciled in the United Kingdom, which is also its principal place of business.

Business review

The results of the Group are shown on in this report.  The directors do not recommend the payment of a dividend.

A review of the performance of the Group and its future prospects is included in the Chairman’s Statement and the Strategic Report within this report.

 

Key Performance Indicators

Due to the current status of the Group, the Board has not identified any performance indicators as key.

 

Principal risks and uncertainties

The principal risks and uncertainties facing the Group involve the ability to raise funding in order to finance the acquisition and exploitation of mining opportunities and the exposure to fluctuating commodity prices.

In addition, the amount and quality of minerals available and the related costs of extraction and production represent a significant risk to the group.

 

Financial risk management objectives and policies

The Group’s principal financial instruments are available for sale assets, trade receivables, trade payables, loans and cash at bank.  The main purpose of these financial instruments are to fund the Group’s operations.

It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken.  The main risks arising from the Group’s financial instruments are liquidity risk and interest rate risk.  The board reviews and agrees policies for managing each of these risks and they are summarised below.

 

Liquidity risk

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of equity and its cash resources.  Further details of this are provided in the principal accounting policies, headed ‘going concern’ and note 17 to the financial statements.

Interest rate risk

The Group only has borrowings at a fixed coupon rate of 10% and therefore minimal interest rate risk, as this is deemed its only material exposure thereto.  The Group seeks the highest rate of interest receivable on its cash deposits whilst minimising risk.

 

Market risk

The Group is subject to market risk in relation to its investments in listed Companies held as available for sale assets.

Directors

The membership of the Board is set out below.  All directors served throughout the period unless otherwise stated.

 

Andrew Suckling
Kiran Morzaria
Don Strang
Adrian Fairbourn

 

Substantial shareholdings

Interests in excess of 3% of the issued share capital of the Company which had been notified as at 10 May 2018 were as follows:

 

Ordinary shares held

Number

Percentage of capital

%

Barclays Direct Investing Nominees Limited 866,101,816.00 11.03%
Hargreaves Lansdown (Nominees) Limited Des:CLIENT1 866,044,049.00 11.03%
Interactive Investor Services Nominees Limited Des:SMKTNOMS 612,438,459.00 7.80%
Interactive Investor Services Nominees Limited Des:SMKTISAS 540,102,200.00 6.88%
Hargreaves Lansdown (Nominees) Limited Des:VRA 497,246,751.00 6.33%
HSDL Nominees Limited Des:MAXI 437,264,827.00 5.57%
Hargreaves Lansdown (Nominees) Limited Des:HLNOM 408,295,871.00 5.20%
HSDL Nominees Limited 338,309,489.00 4.31%
HSBC Client Holdings Nominee (UK) Limited 285,249,689.00 3.63%
Forest Nominees Limited 277,646,000.00 3.54%

 

Payment to suppliers

It is the Group’s policy to agree appropriate terms and conditions for its transactions with suppliers by means ranging from standard terms and conditions to individually negotiated contracts and to pay suppliers according to agreed terms and conditions, provided that the supplier meets those terms and conditions.  The Group does not have a standard or code dealing specifically with the payment of suppliers.

Trade payables at the year end all relate to sundry administrative overheads and disclosure of the number of days purchases represented by year end payables is therefore not meaningful.

 

Events after the Reporting Period

Events after the Reporting Period are outlined in Note 20 to the Financial Statements.

 

Going concern

The Directors have prepared cash flow forecasts for the period ending 31 May 2019 which take account of the current cost and operational structure of the Group.

The cost structure of the Group comprises a high proportion of discretionary spend and therefore in the event that cash flows become constrained, costs can be quickly reduced to enable the Group to operate within its available funding.

These forecasts demonstrate that the Group has sufficient cash funds available to allow it to continue in business for a period of at least twelve months from the date of approval of these financial statements.  Accordingly, the financial statements have been prepared on a going concern basis.

Directors’ responsibilities statement

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group financial statements in accordance with International Financial Reporting Standards as adopted by the European Union  (IFRSs).  Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the group for that period.  In preparing these financial statements, the directors are required to:

–     select suitable accounting policies and then apply them consistently;

–     make judgements and estimates that are reasonable and prudent;

–     state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements;

–     prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006.  They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
In so far as each of the Directors are aware:

  • there is no relevant audit information of which the Group’s auditors are unaware; and
  • the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Auditors

Chapman Davis LLP, offer themselves for re-appointment as auditor in accordance with Section 489 of the Companies Act 2006.

ON BEHALF OF THE BOARD

Kiran Morzaria

Director

Date: 25 May 2018

CORPORATE GOVERNANCE

For the year ended 31 December 2017

Directors

The Group supports the concept of an effective board leading and controlling the Group.  The Board is responsible for approving Group policy and strategy.  It meets on a regular basis and has a schedule of matters specifically reserved to it for decision.  Management supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary.  All Directors have access to advice from the Company Secretary and independent professional advice at the Group’s expense.

The Board consists of four Directors, who hold the key operational positions in the Company.  The Chairman of the Board is Andrew Suckling and the Group’s business is run by the Chief Executive, Kiran Morzaria.

Relations with shareholders

The Company values the views of its shareholders and recognises their interest in the Group’s strategy and performance.  The Annual General Meeting will be used to communicate with private investors and they are encouraged to participate.  The Directors will be available to answer questions.  Separate resolutions will be proposed on each issue so that they can be given proper consideration and there will be a resolution to approve the annual report and financial statements.

Internal control

The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ investments and the Group’s assets.  The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss.

The Board has considered the need for an internal audit function but has decided the size of the Group does not justify it at present.  However, it will keep the decision under annual review.

Board Committees

Audit and Remuneration Committees have been established. The Audit committee comprises Adrian Fairbourn (Chairman), Donald Strang, and Andrew Suckling, and the Remuneration Committee comprises Adrian Fairbourn (Chairman) and Andrew Suckling.

The role of the Remuneration Committee is to review the performance of the executive Directors and to set the scale and structure of their remuneration, including bonus arrangements. The Remuneration Committee also administers and establishes performance targets for the Group’s employee share schemes and executive incentive schemes for key management. In exercising this role, the terms of reference of the Remuneration Committee require it to comply with the Code of Best Practice published in the Combined Code.

The Audit Committee is responsible for making recommendations to the Board on the appointment of the auditors and the audit fee, and received and reviews reports from management and the Company’s auditors on the internal control systems in use throughout the Group and its accounting policies.

REPORT ON REMUNERATION

For the year ended 31 December 2017

Directors’ remuneration

The Board recognises that Directors’ remuneration is of legitimate concern to the shareholders.  The Group operates within a competitive environment, performance depends on the individual contributions of the Directors and employees and it believes in rewarding vision and innovation.

Policy on executive Directors’ remuneration

The policy of the Board is to provide executive remuneration packages designed to attract, motivate and retain Directors of the calibre necessary to maintain the Group’s position and to reward them for enhancing shareholder value and return.  It aims to provide sufficient levels of remuneration to do this, but to avoid paying more than is necessary.  The remuneration will also reflect the Directors’ responsibilities and contain incentives to deliver the Group’s objectives.

The remuneration of the Directors was as follows:

A Fairbourn A Suckling K Morzaria D Strang Total
£ £ £ £ £
Short-term employment benefits:
Year to  31 December 2017
Salary and fees 150,000 28,800 178,800
Consulting fees 85,000 150,000 121,200 356,200
Share based payments (1) 283 654 654 654 2,245
Total 85,283 150,654 150,654 150,654 537,245
Year to 31 December 2016
Salary and fees 6,000 6,000 150,000 12,000 174,000
Consulting fees 42,000 144,000 138,000 324,000
Share based payments (1) 143,280 286,560 143,280 143,280 716,400
Total 191,280 436,560 293,280 293,280 1,214,400

(1)           Share based payments represent a Black and Scholes valuation of the incentive options granted to the directors during the year. Options are used to incentivise directors and are a non-cash form of remuneration.

At 31 December 2017 the following amount was outstanding in fees to directors; £138,000 (2016: £150,000).

Pensions

The company only operates a basic pension scheme for its directors and employees as required by UK legislation.

Benefits in kind

No benefits in kind were paid during the year to 31 December 2017 or the year ended 31 December 2016.

Bonuses
No amounts were payable for bonuses in respect of the Year ended 31 December 2017 or the year ended 31 December 2016.

Notice periods

Andrew Suckling, Kiran Morzaria, Don Strang and Adrian Fairbourn, each have a 12 month rolling notice period.

Share option incentives

At 31 December 2017 the following options were held by the Directors:

 

Date of grant Exercise price Number of options Note
K Morzaria 21 May 2014 0.48p 60,000,000
K Morzaria 29 August 2017 0p 6,032,608 1
K Morzaria 29 August 2017 0p 7,994,506 2
K Morzaria 29 August 2017 0p 33,302,753 3
107,329,867
A Fairbourn 13 December 2012 0.06p 20,000,000
A Fairbourn 21 May 2014 0.48p 40,000,000
A Fairbourn 29 August 2017 0p 5,570,652 1
A Fairbourn 29 August 2017 0p 7,760,989 2
A Fairbourn 29 August 2017 0p 32,522,936 3
105,854,577
D Strang 21 May 2014 0.48p 60,000,000
D Strang 29 August 2017 0p 6,032,608 1
D Strang 29 August 2017 0p 7,994,506 2
D Strang 29 August 2017 0p 33,302,753 3
107,329,867
A Suckling 29 August 2017 0p 11,250,000 1
A Suckling 29 August 2017 0p 15,576,923 2
A Suckling 29 August 2017 0p 65,229,358 3
92,056,281
Note 1 – Only vest if VWAP is greater or equal to 0.92p on vesting date
Note 2 – Only vest if VWAP is greater or equal to 1.82p on vesting date
Note 3 – Only vest if VWAP is greater or equal to 2.18p on vesting date
 

Additionally the option holder must have made market purchases of ordinary shares equal to a total of one third of the Option Holders’s annual salary or particpated in a Company share purchase programme for a period of at least six months prior to the grant date.

 

All options are exercisable between 18 months and ten years from the date of grant.

The high and low share price for the year were 0.60p and 0.249p respectively (year ended 31 December 2016: 0.925p and 0.404p). The share price at 31 December 2017 was 0.315p (31 December 2016: 0.5p).

INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF
CADENCE MINERALS PLC

OPINION

We have audited the financial statements of Cadence Minerals Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2017 which comprise the consolidated statement of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of changes in equity, the consolidated and company statements of cash flows and notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in the preparation of the company financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion:

  • the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2017 and of the Group’s losses for the year then ended;
  • the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
  • the Parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
  • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

 

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.  Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.  We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

CONCLUSIONS RELATING TO GOING CONCERN

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

  • the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
  • the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group’s or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on these matters individually and we express no such opinion.

We have determined the matters described below to be the key audit matters to be communicated in our report.

CARRYING VALUE OF AVAILABLE FOR SALE INVESTMENTS

The Group’s Available for Sale Investment assets (‘AFS assets’) represents one of the most significant asset on its statement of financial position totalling £13.5m as at 31 December 2017, all of which includes listed investments.

The carrying value of AFS assets represents significant assets of the Group and Parent Company, and assessing whether facts or circumstances exist to suggest that impairment indicators were present, and if present, whether the carrying amount of these asset may exceed its recoverable amount was considered key to the audit.  This assessment involves significant judgement applied by management to the Group and Parent Company’s listed investments.

We considered it necessary to assess whether facts and circumstances existed to suggest that impairment indicators were present, and if present, whether the carrying amount of these assets may exceed its recoverable amount.

How the Matter was addressed in the Audit

The procedures included, but were not limited to, assessing and evaluating management’s assessment of whether any impairment indicators have been identified across the Group and Parent Company’s AFS assets, the indicators being:

  • Expiring, or imminently expiring, rights to licences or assets held by the investee Companies.
  • A lack of flow of information in regards to the investee companies exploration activities and/or production, trading or strategic advancement.
  • Discontinuation of, or a plan to discontinue, exploration activities in the areas, or cessation or delays in trading of interest by the Investee Companies.
  • Sufficient data exists to suggest carrying value of exploration and evaluation assets is unlikely be recovered in full through successful development or sale by the Investee Companies.
  • Updates on trading activities by Investee Companies.

We also reviewed Stock Exchange RNS announcements and Board meeting minutes for the year and subsequent to year end for activity to identify any indicators of impairment.

We also assessed the disclosures included in the financial statements and our results found the carrying value for AFS assets to be acceptable.

MATERIALITY

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.  Based on professional judgement, we determined overall materiality for the Group financial statements as a whole to be £310,000, based on a 1% percentage consideration of the Group’s total assets.

OTHER INFORMATION

The Directors are responsible for the other information.  The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.  We have nothing to report in this regard.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion, based on the work undertaken in the course of the audit:

  • the information given in the Strategic Report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
  • the Strategic Report and the Directors’ report have been prepared in accordance with applicable legal requirements.

 

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

  • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
  • the Parent Company financial statements are not in agreement with the accounting records and returns; or
  • certain disclosures of Directors’ remuneration specified by law are not made; or
  • we have not received all the information and explanations we require for our audit.

 

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or Parent Company or to cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.  Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.  This description forms part of our auditor’s report.

USE OF OUR REPORT

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.  Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Keith Fulton

(Senior Statutory Auditor)

For and on behalf of Chapman Davis LLP, Statutory Auditor

London

Chapman Davis LLP is a limited liability partnership registered in England and Wales (with registered number OC306037).

25 May 2018

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2017

 

Year ended Year ended
Note 31 December 2017 31 December 2016
£’000 £’000
Income
Unrealised profit on available for sale assets 9 1,353 5,701
Realised profit/(loss) on available for sale assets 9 3,118 (107)
Other income 1 145 189
4,616 5,783
Share based payments (2) (717)
Impairment of intangible assets 6 (300)
Other administrative expenses (1,800) (2,223)
Total administrative expenses (2,102) (2,940)
Operating profit 1 2,514 2,843
Share of associates losses 8 (339) (200)
Finance cost 3 (986) (2,027)
Profit before taxation 1,189 616
Taxation 4
Profit attributable to the equity holders of the Company 1,189 616
Other comprehensive income
Foreign exchange 686 (484)
Total other comprehensive income for the period, net of tax 686 (484)
Total comprehensive profit for the year, attributable to the equity holders of the company 1,875 132
Earnings per ordinary share
Basic earnings per share (pence) 5 0.015 0.008
Diluted earnings per share (pence) 5 0.013 0.007

 

The accompanying principal accounting policies and notes form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITITON

As at 31 December 2017

 

31 December 2017 31 December 2016
ASSETS Note £’000 £’000
Non-current
Intangible assets 6 1,887 1,909
Investment in associates 8 12,988 12,982
14,875 14,891
Current
Trade and other receivables 10 722 402
Available for resale assets 9 13,534 15,967
Cash and cash equivalents 2,037 4,192
Total current assets 16,293 20,561
Total assets 31,168 35,452
LIABILITIES
Current
Trade and other payables 11 262 603
Borrowings 12 4,182 10,324
Total current liabilities 4,444 10,927
Total liabilities 4,444 10,927
EQUITY
Issued share capital 13 1,202 1,192
Share premium 27,552 27,145
Share based premium reserve 3,178 4,410
Equity loan and exchange reserve 337 (254)
Retained earnings (5,545) (7,968)
Equity attributable 26,724 24,525
to equity holders of the Company
Total equity and liabilities 31,168 35,452

 

The consolidated financial statements were approved by the Board on 25 May 2018, and signed on their behalf by;

Kiran Morzaria                                                                              Don Strang
Director                                                                                          Director

Company number 05234262

 

The accompanying principal accounting policies and notes form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

As at 31 December 2017

 

Share capital Share premium Share based payment reserves Equity loan and exchange reserve Retained earnings Total equity
£’000 £’000 £’000 £’000 £’000 £’000
Balance at 31 December 2015 1,098 22,161 2,783 (277) (8,826) 16,939
Share based payments 717 717
Warrants issued 1,152 1,152
Transfer on lapse of options (80) 80
Transfer on exercise of options (162) 162
Equity component on issue of loan notes 507 507
Share issue 94 5,123 5,217
Share placing costs (139) (139)
Transactions with owners 94 4,984 1,627 507 242 7,454
Foreign exchange (484) (484)
Profit for the period 616 616
Total comprehensive income for the period (484) 616 132
Balance at 31 December 2016 1,192 27,145 4,410 (254) (7,968) 24,525
Share based payments 2 2
Transfer on lapse of warrants (681) 681
Transfer on cancellation of options (553) 553
On issue of loan notes 412 412
On settlement of loan notes (507) (507)
Share issue 10 407 417
Transactions with owners 10 407 (1,232) (95) 1,234 324
Foreign exchange 686 686
Profit for the period 1,189 1,189
Total comprehensive income for the period 686 1,189 1,875
Balance at 31 December 2017 1,202 27,552 3,178 337 (5,545) 26,724

The accompanying principal accounting policies and notes form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2017

 

Year ended Year ended
31 December 2017 31 December 2016
£’000 £’000
Cash flow from operating activities
Continuing operations
Operating profit 2,514 2,843
Net realised/unrealised profit on AFSA (4,471) (5,594)
Impairment of intangible assets 300
Equity settled share-based payments 2 717
(Increase) in trade and other receivables (320) (173)
(Decrease)/increase in trade and other payables (83) 373
Net cash outflow from operating activities from continuing operations (2,058) (1,834)
Cash flows from investing activities
Investment in exploration costs (270) (105)
Payments for investments in associates (345)
Payments for investments in AFS assets (214) (7,847)
Receipts on sale of AFS assets 7,118 1,040
Net cash inflow/(outflow) from investing activities 6,289 (6,912)
Cash flows from financing activities
Proceeds from issue of share capital 3,728
Share issue costs (139)
Net borrowings (5,400) 9,331
Finance costs (986) (875)
Net cash (outflow)/inflow from financing activities (6,386) 12,045
Net change in cash and cash equivalents (2,155) 3,299
Cash and cash equivalents at beginning of period 4,192 893
Cash and cash equivalents at end of period 2,037 4,192

 

The accompanying principal accounting policies and notes form an integral part of these financial statements.

Cadence Minerals #KDNC – Director Share Purchases

As announced in December 2017 the Directors all entered into a Defined Director Purchase Programme (“DDPP”) in which they will each purchase £1,000 of ordinary shares per month for 12 months. These shares will be purchased from the market on the first Friday of each month starting on 2nd February 2018 and ending the 4th January 2019. The market will be notified of the purchases on the next trading day via a PDMR; Directors are dealing notification.

The Directors have entered into a DDPP in an open period and under this programme are therefore committed to the purchase of shares in what otherwise may be a close period. Entering into the DDPP does not preclude the directors from buying additional shares in the Company during open periods.

Details of the Director purchases are contained in the table below:

Director

Position

Number of ordinary shares acquired

 Price paid per share (pence)

Andrew Suckling

Executive Chairman

450,000

0.22

Kiran Morzaria

Director & CEO

434,783

0.23

Donald Strang

Finance Director

425,000

0.24

Adrian Fairbourn

Non-Executive Director

429,185

0.23

After these acquisitions, the total notifiable share interest in the Company for the directors is as follows

Director

Position

Total Notifiable Interests (shares)

Andrew Suckling

Executive Chairman

 1,690,000

Kiran Morzaria

Director & CEO

 10,142,266

Donald Strang

Finance Director

 7,757,011

Adrian Fairbourn

Non-Executive Director

 8,269,628

 Total

 27,858,905

 

 

For further information, please contact.
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
Hannam & Partners LLP (Joint Broker) +44 (0) 207 907 8500
Neil Passmore
Giles Fitzpatrick
Square1 Consulting +44 (0) 207 929 5599
David Bick

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Andrew Suckling

2

Reason for the notification

a)

Position/status

Executive Chairman

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0022

450,000

d)

Aggregated information

–      Aggregated volume

–      Price

 

450,000

0.0022

e)

Date of the transaction

04/05/2018

f)

Place of the transaction

XLON, AIM

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Kiran Morzaria

2

Reason for the notification

a)

Position/status

Director & CEO

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0023

434,783

d)

Aggregated information

–      Aggregated volume

–      Price

 

434,783

0.0023

e)

Date of the transaction

04/05/2018

f)

Place of the transaction

XLON, AIM

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Donald Strang

2

Reason for the notification

a)

Position/status

Finance Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0024

425,000

d)

Aggregated information

–      Aggregated volume

–      Price

 

425,000

0.0024

e)

Date of the transaction

04/05/2018

f)

Place of the transaction

XLON, AIM

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Adrian Fairbourn

2

Reason for the notification

a)

Position/status

Non-Executive Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cadence Minerals PLC

b)

LEI

213800TUZWG9C2GRNO58

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Share

 

 

 

GB00B067JC96

b)

Nature of the transaction

Defined Directors Share Purchase Programme

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.0023

429,185

d)

Aggregated information

–      Aggregated volume

–      Price

 

429,185

0.0023

e)

Date of the transaction

04/05/2018

f)

Place of the transaction

XLON, AIM

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.

About Cadence Minerals:

Cadence is dedicated to smart investments for a greener world. The planet needs rechargeable batteries on a global scale – upcoming supersized passenger vehicles, lorries and buses – require lithium and other technology minerals to power their cells. Cadence is helping find these minerals in new places and extracting them in new ways, which will meet the demand of this burgeoning market. With over GBP20 million vested in key assets globally, Cadence is helping us reach tomorrow, today.

Cadence invests across the globe, principally in lithium mining projects. Its primary strategy is taking significant economic stakes in upstream exploration and development assets within strategic metals. We identify assets that have strategic cost advantages that are not replicable, with the aim of achieving lower quartile production costs. The combination of this approach and seeking value opportunities allows us to identify projects capable of achieving high rates of return.

The Cadence board has a blend of mining, commodity investing, fund management and deal structuring knowledge and experience, that is supported by access to key marketing, political and industry contacts. These resources are leveraged not only in our investment decisions but also in continuing support of our investments, whether it be increasing market awareness of an asset, or advising on product mix or path to production. Cadence Mineral’s goal is to assist management to rapidly develop the project up the value curve and deliver excellent returns on its investments.

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