Last checked at 7 Feb 2022 07:00
Cadence Minerals Plc
("Cadence Minerals", "Cadence" or "the Company")
Cadence formally completes Phase One to vest its 20% in the Amapa Iron Ore Project
Cadence Minerals (AIM/AQX: KDNC; OTC: KDNCY) is pleased to announce that further to the announcement of December 29th 2021 (link here), all of the required contractual and regulatory documentation has been completed and filed and Cadence now owns 20% of the Amapa Iron Ore Project.
On the 24th December 2021, the Company alongside Indo Sino entered into a Settlement Agreement with DEV Mineração S.A. ("DEV") and the Secured Bank Creditors, which to become effective required some additional contractual and regulatory documentation to be completed and filed. As this work has now been completed, Pedra Brance Alliance ("PBA"), the Cadence and IndoSino joint venture company now owns 100% of the equity of DEV, which owns the large-scale Amapa iron ore mine, beneficiation plant, railway and private port ("Amapa Project", "Amapa"), and consequently Cadence is a 20% owner of PBA.
Anglo American, a previous owner, valued 100 percent in the Amapa Project at US$ 1.2 billion. It impaired the asset in its 2012 Annual Accounts to US$ 660 million for 100 percent.
The second stage of investment is for a further 7% of PBA for a consideration of US$3.5 million. This second stage investment was conditional on several material preconditions, which have now been satisfied. Cadence will now vest its next 7% which will be funded from its recent equity raise. If Cadence does not complete the investment, Indo Sino will have a twelve-month option to buy the shares in PBA held by Cadence for 1.5 (1 ½) times the price paid by Cadence for the shares.
Cadence CEO, Kiran Morzaria, commented: "I am pleased to report that we have formally completed phase one of our investment into Amapa to acquire our initial 20 percent. Furthermore, our board are delighted that the recent fundraise to fund the second investment phase was oversubscribed. It is clear that our vision for Amapa is shared by new and existing shareholders alike given the high level of interest and participation in the fundraising."
"I look forward to reporting back to you on progress in the coming weeks."
About the Amapa Project
The Amapa Project commenced operations in December 2007 with the first production of iron ore concentrate product of 712 kt in 2008. In 2008 Anglo American (70%) and Cliffs (30%) acquired the Amapa Project in 2008 as part of a larger package of mining assets in Brazil.
Production steadily increased to 4.8 Mt and 6.1 Mt of iron ore concentrate product in 2011 and 2012. During this period, Anglo American reported operating profits from its 70% ownership in the Amapa Project of US$ 120 million (100% US$ 171 million) and US$ 54 million (100% US$ 77 million). Before its sale in 2012, Anglo American valued its 70% stake in the Amapa Project at US$ 866 million (100% US$ 1.2 billion). It impaired the asset in its 2012 Annual Accounts to US$ 462 million (100% US$ 660 million.
Cadence updated the Mineral Resource Estimate on 2 November 2020, increasing the MRE by 21%. The current MRE contains an Mineral Resource of 176.7 million tonnes grading 39.7% Fe in the Indicated category and Mineral Resource of 8.7Mt at 36.9% in the Inferred category, both reported within an optimised pit shell and using a cut-off grade of 25% Fe.
Details of the Joint Venture Agreement
The agreement with our joint venture partner, Indo Sino Pty Ltd, is to invest in and acquire up to 27% of the joint venture company Pedra Branca Alliance Pte. Ltd. ("JV Co"). On completion and registration of the Settlement Agreement the equity of DEV Mineração S.A. ("DEV") will be transferred to the JV Co, at which point it will own 99.9% of the Amapa 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$3.5 million. If Cadence is unable to complete the second stage of the investment or not exercise its right of first refusal under the terms of the Agreement, Indo Sino will have a twelve-month option to buy the shares in JV Co held by Cadence for 1.5 (1 ½) times the price paid by Cadence for such shares.
Cadence's investment was conditional on several material preconditions, which as of the date of this announcement have been satisfied. On completion of Cadence's investment (not including the first right of refusal), our joint venture partner Indo Sino will own 73% of JV Co. The Agreement also contains security and default clauses which if triggered causes an upwards adjustment mechanism to allow Cadence to either receive cash from JV Co or receive additional shares in JV Co. In the latter case, Cadence's shareholding in the JV Co will not go above 49.9%.
On completion of the US$ 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.
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Qualified Person
Kiran Morzaria B.Eng. (ACSM), MBA, has reviewed and approved the information contained in this announcement. Kiran holds a Bachelor of Engineering (Industrial Geology) from the Camborne School of Mines and an MBA (Finance) from CASS Business School.
Forward-Looking Statements:
Certain statements in this announcement are or may be deemed to be forward-looking statements. Forward-looking statements are identified by their use of terms and phrases such as ''believe'' ''could'' "should" ''envisage'' ''estimate'' ''intend'' ''may'' ''plan'' ''will'' or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding Cadence Minerals Plc's future growth results of operations performance future capital and other expenditures (including the amount. nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward-looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of Cadence Minerals Plc. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. Cadence Minerals Plc cannot assure investors that actual results will be consistent with such forward-looking statements.