Cadence Minerals (AIM/AQX: KDNC; OTC: KDNCY) announced yesterday 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 176.7 million tonnes grading 39.7% Fe in the Indicated category and 8.7Mt at 36.9% Fe in the Inferred category
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 Amapá recommissioned, 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 the 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.”
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 Mineraço 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.
