TIDMKDNC
RNS Number : 6703F
Cadence Minerals PLC
16 July 2019
Cadence Minerals Plc
("Cadence Minerals", "Cadence" or "the Company")
European Metals (AIM: EMH) - Funding Arrangement & Potential
Strategic Partnership With CEZ.
Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to note
the announcement published today by European Metals Holdings
Limited ("European Metals" or "EMH") that CEZ Group ("CEZ"), one of
Central and Eastern Europe's largest power utilities, has today
conditionally agreed to provide a EUR 2 million finance facility by
way of a convertible loan. CEZ is currently conducting due
diligence on the European Metals and the Cinovec Lithium/Tin
Project ("Cinovec"). The successful outcome of the due diligence
process could see CEZ become European Metals' largest shareholder
and co-development partner for the Cinovec Project through
conversion of the convertible note and subsequent additional
investment.
Headquartered in the Czech Republic, CEZ is an established,
integrated energy group with operations in a number of Central and
Southeastern European countries and Turkey. CEZ's core business is
the generation, distribution, trade in, and sales of electricity
and heat, trade in and sales of natural gas, and coal extraction.
CEZ Group has 31,400 employees and annual revenue of approximately
AUD 12 billion.
The largest shareholder of its parent company, CEZ a. s., is the
Ministry of Finance of the Czech Republic with a stake of
approximately 70%. The shares of CEZ a.s. are traded on the Prague
and Warsaw stock exchanges and included in the PX and WIG-CEE
exchange indices.
As one of the leading Central European power companies, CEZ
intends to develop energy storage projects in the Czech Republic
and in Central Europe which include energy storage and charging
infrastructure and electricity supply, for users of electric
vehicles.
Cadence holds approximately 19.1 percent of the equity in
European Metals, which, through its wholly owned Subsidiary, Geomet
s.r.o. ("Geomet"), controls the mineral exploration licenses
awarded by the Czech State over Cinovec.
Funding Facility
The funding facility takes the form of a convertible loan
("Loan"). The key terms of the Loan are as follows:
-- Principal amount: EUR 2 million.
-- Maturity date: 31 December 2019.
-- Interest rate: 7.5% per annum compounded annually.
-- Conditions to Loan: The drawdown of the principal amount is
subject to certain conditions, including entry into a pledge
agreement (see below), and execution of a letter of intent pursuant
to which the Company will, subject to applicable regulatory
restrictions or the rules of any relevant stock exchange, grant
exclusivity to CEZ until 31 December 2019 to carry out due
diligence on the Company in respect of a potential acquisition of
an interest in the Cinovec Project and/or Geomet.
-- Use of funds: The Company shall use the Loan for the purposes
of development of the Project.
-- Conversion terms:
o CEZ may elect to convert the principal amount to shares in the
Company at any time up to and including the maturity date or in the
case of an event of default by the Company or if there is a further
financing of the Company.
o Any conversion shares will be issued at the lower of EUR
0.24305337 (the volume weighted average price on AIM for the month
of May 2019 converted to euros) and the actual share price at the
time of conversion.
o The number of conversion shares will be limited such that,
inter alia, CEZ will not as a result hold a stake in the Company
that would require CEZ to make a mandatory offer for the entire
issued share capital of the Company or otherwise require the
Company to seek shareholder approval for the purposes of the
Australian Securities Exchange Listing Rule 7.1.
-- Security: As a condition precedent to the provision of the
Loan, the parties intend to enter into a pledge agreement in order
to secure the obligations of the Company under the Loan agreement,
subject to applicable regulatory restrictions or the rules of any
relevant stock exchange. Such obligations will be secured for the
benefit of CEZ up to EUR 3,000,000 by a pledge over the 76%
ownership interest of European Metals (UK) Limited ("EMH UK") in
GEOMET s.r.o. ("Geomet"), including a related negative pledge and
prohibition of transferring and/or encumbering any of the 76%
ownership interest of EMH UK in Geomet as well as the 24% ownership
interest of EMH UK in Geomet.
-- Further financing: During the term of the Loan agreement, CEZ
has the opportunity to participate in any further new equity and /
or debt financing of the Company, subject to certain
restrictions.
-- Representations, warranties and covenants: The Company has
given CEZ certain customary representations and warranties with
respect to the Company and its subsidiaries. The Company also
covenants, subject to certain exceptions, not to allow a change of
control of EMH, EMH UK or Geomet, not to pay or declare any
dividends, not to grant security over the group and not to merge,
liquidate or cease operations of EMH, EMH UK or Geomet.
-- The Loan agreement is legally binding on the parties and is subject to English law.
The full release can be found at:
https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/EMH/14150225.html
Cadence CEO Kiran Morzaria commented: "That EMH are now in
advanced discussions with utility giant CEZ as funding and
development partners once again confirms the Cinovec project status
as a key future battery grade lithium supplier to the European
lithium market. Today's announcement also provides further
validation of our investment strategy into EMH, and we look forward
to further developments."
- Ends -
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
UPDLIFVTDLIRLIA
(END) Dow Jones Newswires
July 16, 2019 04:36 ET (08:36 GMT)
Cadence Minerals (LSE:KDNC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Cadence Minerals (LSE:KDNC)
Historical Stock Chart
From Jul 2023 to Jul 2024