Cadence Minerals PLC Binding Investment - Amapa (4430B)
June 07 2019 - 2:00AM
UK Regulatory
TIDMKDNC
RNS Number : 4430B
Cadence Minerals PLC
07 June 2019
Cadence Minerals Plc
("Cadence Minerals", "Cadence" or "the Company")
Binding Investment to Acquire Interest in former Anglo American
Iron Ore Mine, Amapá, NE Brazil
Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to
announce that further to its announcement on the 21 May 2019 it has
entered into a binding investment agreement ("the Agreement") with
Indo Sino Pte. Ltd. ("Indo Sino") to invest in and acquire up to a
27% interest in the former Anglo American plc ("Anglo American")
and Cliffs Natural Resources ("Cliffs") Amapá iron ore mine,
beneficiation plant, railway and private port ("Amapá Project")
owned by DEV Mineração S.A. ("Amapá").
Further information on the project is available in the Company's
announcement of the heads of terms in relation to the investment on
21 May 2019 and the terms of the binding investment agreement are
consistent with the heads of terms.
https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/KDNC/14082106.html
Details of the Agreement with Indo Sino
The Agreement with Indo Sino is to invest in and acquire up to a
27% of a joint venture company Pedra Branca Alliance Pte. Ltd. ("JV
Co"). On approval of the Judicial Review Process ("JRP") and the
transfer of equity of Amapá to the JV Co the JV Co will own 99.9%
of the Amapá Project. Should Indo Sino seek further investors or an
investment in the JV Co the agreement also provides Cadence with a
first right of refusal to increase its stake to 49% in the JV
Co.
To acquire its 27% interest Cadence will invest US$ 6 million
over two stages in JV Co. The first stage is for 20% of the JV Co
the consideration for which is US$2.5 million. The second stage of
investment is for a further 7% of JV Co for a consideration of
US$3.5 million. If Cadence is unable to complete the second stage
of the investment or not exercise its right of first refusal under
the terms of the Agreement, Indo Sino will have a twelve-month
option to buy the shares in JV Co held by Cadence for 1.5 (1 1/2 )
times the price paid by Cadence for such shares.
Cadence's investment is conditional on several material
pre-conditions, which include the grant of key operating licences
and the release of bank securities over the asset. On completion of
Cadence's investment (not including the first right of refusal) our
joint venture partner Indo Sino will own 73% of JV Co. The
Agreement also contains security and default clauses which if
triggered causes an upwards adjustment mechanism to allow Cadence
to either receive cash from JV Co or receive additional shares in
JV Co. In the latter case Cadence's shareholding in the JV Co will
not go above 49.9%.
On completion of the US$ 6 million investment Cadence will have
the right to appoint two members to a five-member board with the
remaining three comprising of one member jointly appointed by
Cadence and Indo Sino and two appointed by Indo Sino.
- Ends -
The information contained within this announcement is deemed by
the Company to constitute inside information under the Market Abuse
Regulation (EU) No. 596/2014.
For further information: Cadence Minerals plc +44 (0) 207 440 0647
Andrew Suckling
Kiran Morzaria
WH Ireland Limited (NOMAD & Broker) +44 (0) 207 220 1666
James Joyce
James Sinclair-Ford
Novum Securities Limited (Joint
Broker) +44 (0) 207 399 9400
Jon Belliss
Qualified Person
Kiran Morzaria B.Eng. (ACSM), MBA, has reviewed and approved the
information contained in this announcement. Kiran holds a Bachelor
of Engineering (Industrial Geology) from the Camborne School of
Mines and an MBA (Finance) from CASS Business School.
Forward-Looking Statements:
Certain statements in this announcement are or may be deemed to
be forward-looking statements. Forward-looking statements are
identi ed by their use of terms and phrases such as "believe"
"could" "should" "envisage" "estimate" "intend" "may" "plan" "will"
or the negative of those variations or comparable expressions
including references to assumptions. These forward-looking
statements are not based on historical facts but rather on the
Directors' current expectations and assumptions regarding the
Company's future growth results of operations performance future
capital and other expenditures (including the amount. nature and
sources of funding thereof) competitive advantages business
prospects and opportunities. Such forward-looking statements re ect
the Directors' current beliefs and assumptions and are based on
information currently available to the Directors. Many factors
could cause actual results to differ materially from the results
discussed in the forward-looking statements including risks
associated with vulnerability to general economic and business
conditions competition environmental and other regulatory changes
actions by governmental authorities the availability of capital
markets reliance on key personnel uninsured and underinsured losses
and other factors many of which are beyond the control of the
Company. Although any forward-looking statements contained in this
announcement are based upon what the Directors believe to be
reasonable assumptions. The Company cannot assure investors that
actual results will be consistent with such forward-looking
statements.
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
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