Cadence Minerals PLC Macarthur Spins Out Pilbara Copper-Gold Assets (5226R)
March 08 2021 - 8:14AM
UK Regulatory
TIDMKDNC
RNS Number : 5226R
Cadence Minerals PLC
08 March 2021
Cadence Minerals Plc
("Cadence Minerals", "Cadence")
Macarthur Minerals (TSX-V: MMS) (ASX: MIO) Announces Spin-Out of
its Pilbara Gold Copper Tenements to Timeless Capital.
Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to note
that Macarthur Minerals (TSX-V: MMS) (ASX: MIO) (the "Company" or
"Macarthur") and Timeless Capital Corp. (TSX-V: TLC.P) ("Timeless")
have entered into a letter of intent in respect of a proposed
transaction (the "Transaction"), whereby Timeless shall acquire:
(i) from Macarthur, through its wholly owned subsidiary, Macarthur
Lithium Pty Ltd ("MLi"), a portfolio of Macarthur's Pilbara,
Western Australia tenements ("Pilbara Assets") plus CAD$1.4 million
in cash which Macarthur may choose to fund from the value derived
from Macarthur's shareholding in FE Limited (collectively, the
"Macarthur Contribution"), and (ii) from Zanil Pty Ltd. ("Zanil"),
an Australian company, a portfolio of gold copper tenements,
located near Leonora in Western Australia ("Central Goldfield
Assets"), in exchange for equity of Timeless (collectively, the
"Transaction") which assets were optioned by Macarthur to undertake
due diligence under the recently announced agreement with
Zanil.
It is anticipated that following completion of the
Transaction:
-- Macarthur will hold approximately 26.67% (11,428,571) of the
outstanding Timeless Shares, issued in consideration of the
Macarthur Contribution;
-- Zanil will hold approximately 26.67% (11,428,571) of the
outstanding Timeless Shares, issued in consideration for the
Central Goldfield Assets; and
-- the current Timeless shareholders will hold approximately
9.68% of the outstanding Timeless Shares.
Macarthur continues to primarily focus its resources on bringing
its flagship Lake Giles Iron Project into production. The Timeless
Transaction will allow value to be attributed to the non-iron
Pilbara assets held by Macarthur, providing an opportunity to
independently resource the exploration of the key areas without
distracting time and resources away from the Lake Giles Iron
Project development path. Following completion of the transaction,
Macarthur will have a material shareholding in Timeless.
Concurrent Financing
In connection with the Transaction, the Vendors shall complete a
concurrent arm's length financing for anticipated gross proceeds of
a minimum of CAD$5 million (the "Concurrent Financing"). It is
currently anticipated that the Concurrent Financing will result in
the issuance of up to 14,285,714 shares at a price of CAD$0.35 per
share. The Concurrent Financing will be comprised of a non-brokered
portion, in the amount of CAD$2.5 million, comprised of lead orders
from arm's length parties introduced by the Vendors, and a brokered
portion in the amount of CAD$2.5 million. All securities issued in
connection with the Concurrent Financing will be exchanged for
Timeless Shares pursuant to the Transaction. The proceeds of the
Concurrent Financing will be used primarily for the purposes of
supporting a targeted exploration programme of works across on the
Pilbara Assets and the Central Goldfields Assets.
The full announcement can be viewed here:
https://macarthurminerals.com/wp-content/uploads/2021/03/MMS-NR-Spin-out-of-Pilbarra-assets-to-Timeless_4-March-2021.pdf
Cadence Minerals Holding in Macarthur
Cadence holds approximately 1% 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.
This news release is not for distribution to United States
Services or for Dissemination in the United States.
- Ends -
For further information: Cadence Minerals plc +44 (0) 7879 584153
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 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 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 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 Plccannot assure investors
that actual results will be consistent with such forward-looking
statements.
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