Cadence Minerals PLC - Update - Macarthur Minerals

Cadence Minerals Plc

("Cadence Minerals", "Cadence" or "the Company")

Macarthur Minerals (TSX-V: MMS) Announces Glencore Participation in Financing.

Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to note the announcement today from Macarthur Minerals (TSX-V: MMS) ("Macarthur"), that further to the announcement of March 19, 2019, a subsidiary of Glencore plc ("Glencore") has agreed to participate in the US$6 million secured Convertible Note ("Note") on a private placement basis for US$2 million.

Glencore's participation in this financing, strengthens the life-of-mine long-term strategic relationship between the parties in line with the previously announced binding Off-Take Agreement ("Agreement") with Glencore for sale of iron ore to be produced from the Lake Giles Iron Project ("Project") in the Yilgarn Region of Western Australia.

Cadence holds approximately 10% of the issued equity interest in Macarthur, which is an Australian mining exploration company focused primarily on iron ore, nickel, lithium and gold in Western Australia. It also has a lithium project in Nevada, USA.

Key terms to the note:

·      Each Note has a face value of US$10,000 following adoption of a loan note instrument.

·      The Notes (including accrued but unpaid interest) can be converted at any time after 12 months into common shares of Macarthur at the Noteholder's option at a conversion price that reflects the greater of 80% of the average VWAP over 5 trading days immediately preceding the date of a notice of conversion and C$0.10 (in each case with appropriate equivalence to USD), with attaching warrants offered for one fourth of the commitment amount exercisable at the greater of C$0.10 or the average VWAP over 5 trading days immediately preceding the date of the Advance Date (such term being defined in the definitive documentation) (in each case with appropriate equivalence to USD).

·      The Notes will have a term to maturity of 3 years and bear interest at a rate of 12.5% per annum.

·      The Notes include a restriction on conversion that provides that such conversion may not have the effect of causing Noteholder to own 20% or more of the common shares of Macarthur or becoming a control person.

·      The iron ore mining licences held by Macarthur (or a subsidiary of Macarthur) in respect of the Lake Giles Iron project region of Western Australia will act as security for the Notes issued to the Noteholder.

Any shares issued upon conversion of the principal amount of the Note and any accrued interest will be subject to certain resale restrictions, including a restricted (or "hold") period of four months and one day following the distribution date of the Note and warrant, under applicable Canadian securities legislation.

The consummation of the US$2 million financing commitment from Glencore is subject to receipt of all necessary regulatory approvals including that of the TSX Venture Exchange, the Australian Foreign Investment Review Board and satisfaction of the other conditions set out in the Investment Agreement entered into by the Glencore and Macarthur.

The full release can be found at: https://web.tmxmoney.com/article.php?newsid=8292361460422531&qm_symbol=MMS

Cadence Minerals Chairman Andrew Suckling commented: "To secure a US$2 million investment from Glencore following the recently announced take-off agreement marks another significant milestone for Macarthur and its shareholders. As with the Exception Capital financing agreement announced yesterday, the terms are attractive, and provide Macarthur with funding, potentially reducing dilution to Cadence shareholders."

This news release is not for distribution to United States Services or for Dissemination in the United States. 

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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 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 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 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.