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Cadence Minerals (AIM/AQX: KDNC; OTC: KDNCY) is pleased to report that further to the announcement of February 7th 2022 (link here), all of the required contractual documentation has been completed, and Cadence now has vested its 27% of the Amapa Iron Ore Project (“Amapa Project” or “Amapa”).

This second stage of investment was to acquire a further 7% (US$3.5 million) of Pedra Branca Alliance (“PBA”), the Cadence and IndoSino joint venture company which owns 100% of the equity of DEV Mineraço S.A. (“DEV”). DEV is the owner of the large-scale Amapa Project. This second stage investment was conditional on several preconditions, which have now been satisfied, and consequently Cadence has now vested a further 7%.

Anglo American, a previous owner and 70% shareholder, (with Cliffs owning the remaining 30%), valued the entire Amapa Project at US$ 1.2 billion. In its 2012 Annual Accounts, Anglo American impaired the entire Amapa project value to US$ 660 million.

Cadence CEO, Kiran Morzaria, commented: “I am pleased to report that following the recent oversubscribed fundraising, we have formally completed phase two of our investment into Amapa to acquire 27%. I know our new and longstanding shareholders share our vision for Amapa, and I am pleased to report that the mine rehabilitation plan is progressing on schedule.”

“I look forward to reporting back to you on further operational 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 November 2nd 2020, increasing the MRE by 21%. The current MRE contains a 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 Ownership and Joint Venture Agreement

Cadence owns 27% of the Amapa Project with our joint venture partner, Indo Sino Pty Ltd (“Indo Sino”) owning the remaining 73%. The ownership of Amapa is via a joint venture company, Pedra Branca Alliance Pte. Ltd. (“JV Co”) which owns 100% of the equity of DEV Mineraço S.A. (“DEV”). 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 has invested US$6 million over two stages. If Cadence is not able to 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  times the price paid by Cadence for such shares.

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%.

– Ends –

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.

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.

– Ends –

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.

Cadence Minerals (AIM/AQX: KDNC; OTC: KDNCY) is pleased to announce that it has entered into a binding settlement agreement (“Settlement Agreement”) with the secured bank creditors of DEV Mineração S.A. (“DEV”), the owner of the Amapa iron ore project in Brazil.

The execution of the Settlement Agreement represents the last major precondition for Cadence to vest its initial US$2.5m for 20% of the large-scale Amapa iron ore mine, beneficiation plant, railway and private port (“Amapa Project”, “Amapa”) . Anglo American, a previous owner  had  valued its 70% stake in the Amapa Project in [date]at US$ 866 million (100% US$ 1.2 billion). It impaired the asset in its 2012 Annual Accounts to US$ 462 million (100% US$ 660 million).

Highlights:

• Execution of the Settlement Agreement with the Secured Bank Creditors of the Amapa Project allows Cadence’s (20%) and Indo Sino’s (80%) joint venture to secure 100% ownership of the Amapa Project.
• The restructuring of the secured and unsecured creditors achieved by this Settlement Agreement and the Judicial Restructuring Process (“JRP”) has more than halved registered creditors balances.
• Cadence has already commenced its next stage of investment in the Amapa Project to increase its stake to 27%.
• Pre-feasibilty studies are ongoing on the project

Next Steps

The parties to the agreement are now completing and filing the required contractual and regulatory documentation which will crystallise the Cadence and Indo Sino Trade Pte. Ltd. (“Indo Sino”) joint venture company’s 100% ownership of DEV and the Amapa Project.

Cadence has already begun work on the next investment phase to earn an additional 7% of Amapa for US$3.5 million. These funds will be primarily used to progress the pre-feasibility studies on the asset.

Details of the Settlement Agreement

Cadence alongside Indo Sino entered into a Settlement Agreement with DEV and the Secured Bank Creditors on 24 December 2021.

The original credit facility provided to DEV has a principle amount outstanding of US$135 million (“Credit Facility”). The Settlement Agreement settles all of the principle amount plus all interest, default interest, outstanding costs and fees (“Settlement Amount”). The Credit Facility is secured over all of DEV’s equity and assets.

As a result of the Settlement Agreement and the JRP approved in August 2019, the total principle amounts owed to the secured and unsecured creditors in classes I to IV of DEV have been reduced from  approximately US$231 million to approximately US$103 million or approximately 45% of the original value.

The Settlement Amount will be paid over two years from the effective date of the Settlement Agreement, and It is to be be satisfied by the net profits from the sale of DEV’s iron ore stockpiles. As agreed in the JRP in August 2019 the unsecured creditors will be paid from DEV’s free cash flow over a period of nine years.

Under the Settlement Agreement, DEV remains the obligor with the Secured Creditors having no recourse of repayment of the Settlement Amount to either Cadence or Indo Sino. The Settlement Agreement will remain secured over all of DEV’s equity and assets.

Cadence CEO, Kiran Morzaria, commented: “When Cadence first announced Heads of Terms for Amapa back in May 2019, we knew that while a tremendous amount of work lay ahead, the investment and terms, if secured would represent our greatest achievement to date as a mining investment company.”

“That we are at this point today is entirely due to the team at Cadence, Indo Sino and DEV sharing a common vision and working together to achieve it. I am proud that together we have overcome some considerable challenges, including the impact of COVID on the Amapa region, to reach this moment.”

“We have already embarked on Phase 2, where Cadence will vest an additional US$3.5m to take our holding to 27%. Given the rate of progessthat I saw on visiting Amapa in October, I have every confidence that the day when our newly recommissioned mine re-commences production will come, at which point the nascent value in the project will be realised for the benefit of all our investors and shareholders.”

Cadence Non-Executive Chairman, Andrew Suckling, commented; “This is indeed a momentous day for Cadence, Indo Sino, DEV, the Government of Amapa, the legal teams and bank committees and administrators who have worked tirelessly, COVID notwithstanding, to finalise the final and perhaps the most lengthy part of the judicial restructuring plan agreed back in 2019.”

“I would also like to put on record my heartfelt thanks to everyone involved in making this happen, and in particular to Kiran and the team for realising what is an absolutely transformational transaction for Cadence and its shareholders.”

“Having achieved what we set out to do, the work really starts in earnest. Bringing Amapa back to life has created a raft of new opportunities for the region and its community, with improved prospects for employment, health and education. The opportunity is simply huge: Amapa was once owned Anglo American, and we fully intend to restore the mine and infrastructure to its former glory, and more besides given that we intend to produce a higher quality product mix. Even now, the value of this transaction is only starting to register with the markets, something I truly believe will change dramatically in the coming years.”

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.

DEV filed for judicial protection in August 2015 in Brazil, and mining ceased at the Amapa Project. A judicial order in early 2019 offered investors and creditors the opportunity to file a revised JRP. Cadence and Indo Sino filed a conditional JRP, which creditors approved in August 2019. Cadence, Indo Sino and DEV have continued to develop the Amapa Project and satisfy the conditions of the JRP.

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 a 27% of a 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.

– Ends –

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.

Cadence Minerals (AIM/AQX: KDNC; OTC: KDNCY) is pleased to announce that it has received confirmation from the secured bank creditors that they have obtained approval from their credit committees with respect to the proposed terms of the settlement agreement (“Approval”).

Highlights:

• Bank credit committee approval for secured bank creditors assits in paving the way for Cadence to vest initial 20% in the Amapa Iron Ore Project
• On the effective date of the settlement agreement Cadence’s and Indo Sino’s joint venture company will own 99.9% of the Amapa Project
• The Amapa Iron Ore Project consists of an integrated mine, processing plant, railway, and privately owned port. It was previously owned by Anglo American and produced 6.1 million tonnes of iron ore per annum, and was valued at US$ 660 million.
• The current Mineral Resource of the Amapa Project consists of 7 million tonnes grading 39.7% Fe in the Indicated category and 8.7Mt at 36.9% Fe in the Inferred catergory

The Approval is subject to the completion of KYC (know your client) and the finalisation of the documentation reflecting the agreement in principle as announced on the 2 September 2020). The Approval assists in paving the way for Cadence to vest its initial 20% indirect interest in Amapa Iron Project (“The Amapa Project”). The Amapa Project consists of an integrated mine, processing plant, railway, and privately owned port. It was previously owned by Anglo American and produced 6.1 million tonnes of iron ore^[1] per annum, and was valued by Anglo American at US$ 660 million^[2].

While awaiting credit committee approval, the drafting of the final settlement documents have continued to progress. On the effective date of the  Settlement Agreement and under the Judicial Restructuring Plan (“JRP”) Cadence and Indo Sino Trade Pte Ltd (Indo Sino), via their joint venture company, will own 99.9% of DEV Mineração S.A., the owner of the Amapa Project.

Cadence Non-Executive Chairman, Andrew Suckling, commented; “As I have said previously, in my time working with commodity projects around the world, I have rarely if ever seen a lapsed mining project with this sort of potential. Today’s announcement is a landmark for Amapa, both in terms of certainty for DEV employees, the wider Amapa community and for Cadence shareholders. I know how hard the team on the ground there have worked to make this happen, and on behalf of our board I would like to express our thanks and gratitude to DEV, the Government of Amapa, the team of local Government officers and bank committees and administrators for contributing to this momentous step in our history.”

“In its previous life, Amapá’s output contributed significantly to the regional economy. Once again it is set to create new opportunities for the community, and will help to improve prospects in employment, health and education for this region in Brazil as the world emerges from the COVID crisis.”

Cadence CEO, Kiran Morzaria, commented: “After a long and protracted process, I am delighted to be able to announce to you that we have now received Credit Committee Approval for the secured bank creditors to execute the Settlement Agreement. Cadence can then vest its initial 20% and eventually a further 7%, which in practical terms means we have a clear path and process to get Amapárecommissioned, licensed and back into production.”

“On my arrival at Amapá last week, I was deeply impressed by the rapid progress made by the DEV team, with reconstruction of some of the administrative and community infrastructure already well advanced. We look forward to working alongside both DEV and Indo Sino to continue to develop this asset, creating further opportunity and prosperity for the Amapa region, and of course delivering ongoing value for all stakeholders.”

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.

Cadence updated the Mineral Resource Estimate on 2 November 2020. Increasing the MRE by 21%. The current MRE contains an Mineral Resource 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.

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 their 70% ownership in the Amapa Project of USD 120 million (100% USD 171 million) and USD 54 million (100% USD 77 million).

Before its sale in 2012, Anglo American valued its 70% stake in Amapa Project at USD 866 million (100% 1.2 billion). It impaired the asset in its 2012 Annual Accounts to USD 462 million (100% USD 660 million.

DEV filed for judicial protection in August 2015 in Brazil, and mining ceased at the Amapa Project. A judicial order in early 2019 offered investors and creditors the opportunity to file a revised JRP. Cadence and Indo Sino filed a conditional JRP, which creditors approved in August 2019. Cadence, Indo Sino and DEV have continued to develop the Amapa Project and satisfy the conditions of the JRP.

Details of the Joint Venture Agreement

The agreement with our joint venture partner, 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 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 is conditional on several material preconditions, 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 –

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.

[1] Anglo American, Annual Report 2012, page 89, https://www.angloamerican.com/~/media/Files/A/Anglo-American-Group/PLC/investors/annual-reporting/2013/annual-report2012.pdf

[2] Anglo American, Annual Report 2012, page 183, https://www.angloamerican.com/~/media/Files/A/Anglo-American-Group/PLC/investors/annual-reporting/2013/annual-report2012.pdf