REG - Cadence Minerals PLC - Funding Secured for Azteca Offtake Agreement

Cadence MineralsAnnouncement

Today 07:00

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RNS Number : 3091B  Cadence Minerals PLC  30 September 2025

 

 

The company deems the information contained within this announcement to
constitute Inside Information as stipulated under the Market Abuse Regulation
(E.U.) No. 596/2014, as it forms part of U.K. domestic law under the European
Union (Withdrawal) Act 2018, as amended. Upon the publication of this
announcement via a regulatory information service, this information is
considered to be in the public domain.

 

Cadence Minerals Plc

 

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

 

Funding Secured for Cadence's Participation in the Azteca Plant Offtake via
Equity Subscription of £2.16 million; Directors Subscription of £0.18
million and Retail Offer to raise up to £0.2 million

 

Cadence Minerals (AIM: KDNC) is pleased to announce that it has successfully
raised its portion of the capital required to fund the restart of the Azteca
Plant in Brazil. Cadence has received subscriptions to raise £2.16 million
through the issue of 72,000,000 new ordinary shares of 1 pence each in the
Company ("Ordinary Shares") at a price of 3 pence per Ordinary Share ("Issue
Price") (the "Subscription"). In addition, the Directors have directly
subscribed to the Company for 6,000,000 Ordinary Shares at the Issue Price
("Directors Subscription") utilising existing authorities to allot shares.

 

Highlights

·       Funding Secured - £2.34m raised (including £2.16m
Subscription and £0.18m Director Subscription), ensuring Cadence can meet its
contribution to the Azteca Plant financing.

·       Early Cashflow Catalyst - Restart of the Azteca Plant expected
to produce c.380,000 tpa of 65% Fe concentrate with modest upfront capital,
forecast to deliver approximately US$32m free cashflow over three years.

·       Attractive Returns - Cadence's 10-15% contribution to the
US$4.6m Prepay is expected to generate a c.70% IRR, with cashflow positive
operations from the first shipment.

·       Strategic Reinvestment - Free cashflow from Azteca will fund
working capital, operations, the Definitive Feasibility Study ("DFS") and
early works for the full 5.5 Mtpa DR-grade Amapá Project (NPV US$1.97bn).

·       Disciplined Pathway - This financing alongside the anticipated
offtake agreement provides all capital to bring the Azteca into production and
provide the near-term cashflow to fund the DFS and early works and the Amapá
Project.

 

Andrew Suckling, Chairman, commented:

"The successful funding of Cadence's Azteca commitment represents another
major milestone in the staged development of Amapá. With this capital
secured, we are able to move forward with confidence into a phase that
delivers near-term revenue and establishes the financial and operational
foundation for long-term growth."

 

Kiran Morzaria, Chief Executive Officer, added:

"This financing is a pivotal step for Cadence. Although equity dilution is
never taken lightly, it is the pragmatic way to unlock near-term revenues and
move Amapá into production. By securing our contribution to the Azteca
restart, we are laying the foundation for a self-funding development pathway -
one that delivers cashflow, and drives long-term value for shareholders.

 

The restart of Azteca not only provides immediate returns, but also
demonstrates Amapá's quality to the market, strengthens our licence to
operate, and funds the next stage of development through the DFS and early
works. While additional funding may be required to deliver the full 5.5 Mtpa
project, today's raise ensures we have a disciplined, phased route from
near-term cashflow to long-term growth."

 

Azteca Update and Use Funds

As previously outlined; by restarting the Azteca Plant with modest upfront
capital we can generate near-term revenue, reinforce our licence to operate,
and showcase the quality of Amapá's product to the market. At the same time,
we are laying the foundations for the full 5.5 Mtpa operation - a low-cost
DR-grade project with a US$1.97 billion NPV.

 

Cadence has now secured its participation in the Azteca financing. The Company
will contribute approximately 11% of the Azteca Plant capital expenditure,
with the balance funded by its offtake partner. This agreement is expected to
cover all refurbishment and working capital requirements to bring Azteca into
a cashflow-positive position. Once operational, it is anticipated that free
cashflow from Azteca will fund the Definitive Feasibility Study (DFS) and
early development works for the broader Amapá Project.

 

Initial sampling results confirm the grades anticipated, with final results on
the remaining samples expected shortly. The definitive funding agreement is at
an advanced stage and stipulates that financing is payable on execution. The
proceeds of the Subscription ensure Cadence can execute once the definitive
agreement is finalised and the remaining samples processed.

 

Together, these steps establish a clear sequence: licensing, construction,
recommissioning, first production, and cashflow.

 

In addition to Cadence's Azteca contribution, the net proceeds of the
Subscription will fund Amapá project costs outside of the Azteca
refurbishment until the operation reaches a cashflow-positive position. They
will also be applied to repay the outstanding convertible loan facility,
thereby strengthening the Company's balance sheet.

 

This phased approach means that while today's equity raise introduces
dilution, it provides the essential bridge to early revenues. Once Azteca is
in production, Cadence does not expect to fund the DFS and early works from
further equity.

 

Subscription

Cadence has raised, subject to Admission, £2.16 million before expenses (the
"Subscription") by way of a placing arranged by Fortified Securities of
72,000,000 new ordinary shares (the "New Ordinary Shares") in the capital of
the Company at a price of 3 pence per Ordinary Share (the "Issue Price").

 

The Issue Price represents a discount of approximately 23% per cent to the
closing bid price of 3.9 pence per ordinary share on 29 September 2025, the
latest practicable business day before the publication of this Announcement.

 

Directors Subscription

The Directors of the Company have subscribed to the Directors Subscription
under the same terms as the Subscription for £0.18m, with the directors
participating as follows:

 

 Director                   Subscription Amount  No. of New Ordinary Shares subscribed for  Resulting shareholding in the Company  % shareholding in the Company's issued share capital as enlarged by the New
                                                                                                                                   Ordinary Shares
 Andrew Suckling            £60,000              2,000,000                                  3,981,602                              0.98%

 (Non-Executive Chairman)
 Kiran Morzaria             £30,000              1,000,000                                  5,429,807                              1.34%

 (Chief Executive Office)
 Donald Strang              £60,000              2,000,000                                  4,557,545                              1.12%

 (Finance Director)
 Adrian Fairbourn           £30,000              1,000,000                                  1,731,005                              0.43%

 (Non-Executive Director)
 Total                      £180,000             6,000,000                                  15,699,959                             3.87%

 

Admission

Application will be made for the admission to trading on the AIM market
("AIM") of London Stock Exchange plc ("LSE") for 78,000,000 New Ordinary
Shares ("Admission"). Admission is expected to occur at 8.00 a.m. on or around
8 October 2025. The New Ordinary Shares will represent approximately 19.2 per
cent of the Company's issued share capital immediately following Admission.

 

Following Admission, the Company's issued, and fully paid share capital will
consist of 405,631,038 Ordinary Shares, all carrying one voting right per
share. The Company does not hold any Ordinary Shares in treasury. The figure
of 405,631,038 Ordinary Shares may be used by shareholders as the denominator
for the calculation by which they will determine if they are required to
notify their interest in, or a change to their interest in, the share capital
of the Company under the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority.

 

The New Ordinary Shares will be issued fully paid and will rank pari passu
with the Company's existing Ordinary Shares in all respects.

 

Retail Offer

The Company intends to offer up to 6,666,667 new Ordinary Shares at the Issue
Price via a retail offer to raise up to £0.2 million gross proceeds (the
"Retail Offer"), to provide current shareholders in the Company in the United
Kingdom with an opportunity to participate alongside the Subscription and
Director Subscription. It is expected that the Retail Offer will launch at
8.00 a.m. on Thursday 2 October 2025 and will be open for applications up to
5.00 p.m. on Tuesday 7 October 2025. The result of the Retail Offer is
expected to be announced by the Company on or around Wednesday 8 October 2025,
with Second Admission expected on or around 16 October 2025. For the avoidance
of doubt, the Retail Offer is in addition to the Subscription and Directors
Subscription and will be conditional upon Second Admission becoming
effective. The Retail Offer is not underwritten and may not be fully
subscribed.

 

A further announcement giving details of the Retail Offer and its terms will
be made shortly.

 

Cadence Ownership

As of the end of June 2025, Cadence's total investment in the Amapá Project
is approximately US$15.5 million, representing a 35.7% equity stake in the
Project.

 

About the Amapa Project

The Amapá Iron Ore Project is a fully integrated operation in Brazil,
comprising established mine, rail, port, and beneficiation infrastructure. It
hosts a JORC-compliant Mineral Resource of 276 million tonnes at 38% Fe and a
Proven and Probable Ore Reserve of 195.8 million tonnes at 39.34% Fe. In
December 2024, an updated Pre-Feasibility Study confirmed the Project's
ability to produce a 67.5% Fe direct reduction (DR) grade concentrate at a
rate of 5.5 Mtpa. The revised flowsheet and mine plan resulted in a post-tax
NPV (10%) of US$1.97 billion over a 15-year mine life, with pre-production
capital investment of US$377 million. In August 2025 The Amapá Iron Ore
Project reduced its C1 cash costs to US$27.28/dmt FOB Santana and US$55.46/dmt
CFR China. Installation licence applications have been submitted, and once
granted, will allow, subject to financing, the recommissioning of the Project.

 

 For further information, contact:

 Cadence Minerals plc                                         +44 (0) 20 3582 6636
 Andrew Suckling
 Kiran Morzaria

 Zeus (NOMAD & Broker)                                        +44 (0) 20 3829 5000
 James Joyce
 Darshan Patel

 Gabriella Zwarts

 Fortified Securities - Joint Broker                          +44 (0) 20 3411 7773
 Guy Wheatley

 Brand Communications                                         +44 (0) 7976 431608
 Public & Investor Relations
 Alan Green

 

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.

 

Cautionary and 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.

 

 

 

 

 NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                              1.     Andrew Suckling

                                                                       2.     Kiran Morzaria

                                                                       3.     Donald Strang

                                                                       4.     Adrian Fairbourn
 2   Reason for the notification
 a)  Position/status                                                   1.     Non-Executive Chairman

                                                                       2.     Chief Executive Office

                                                                       3.     Finance Director

                                                                       4.     Non-Executive Director
 b)  Initial notification/ Amendment                                   Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                              Cadence Minerals PLC
 b)  LEI                                                               213800TUZWG9C2GRNO58
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument       Ordinary Share

     Identification code

                                                                       GB00B067JC96
 b)  Nature of the transaction                                         Share Purchase in Directors Subscription
 c)  Price(s) and volume(s)                                            Andrew Suckling   £60,000   2,000,000
                                                                       Kiran Morzaria    £30,000   1,000,000
                                                                       Donald Strang     £60,000   2,000,000
                                                                       Adrian Fairbourn  £30,000   1,000,000
 d)  Aggregated information

     -      Aggregated volume                                          6,000,000

     -      Price                                                      £180,00
 e)  Date of the transaction                                           30/09/2025
 f)  Place of the transaction                                          Outside a trading venue

d)

Aggregated information

-      Aggregated volume

-      Price

 

6,000,000

£180,00

e)

Date of the transaction

30/09/2025

f)

Place of the transaction

Outside a trading venue

 

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