Cadence Minerals plc (LON:KDNC) has announced that it has entered into a binding agreement to sell its working interests in the Yangibana Rare Earths project tenements to Hastings Technology Metals (ASX: HAS). Cadence’s 30% interest in tenements covers a small portion of Yangibana and potentially represents one year of the 16-year mine life.
Highlights
• Cadence has agreed to sell its 30% working interest in the Yangibana Project tenements to the operator and owner of the remainder of the Yangibana Project, Hastings, for A$9 million (£5.1 million)
· The sale is to be satisfied by the issue of fully paid ordinary Hastings shares
· This transaction provides Cadence with equity exposure to 100% of the Yangibana Project via its equity holding in Hastings.
· The NPV of the Yangibana Project is currently AS$ 1 billion
Background
The interests will be sold for A$9.0 million to be settled by the issue of fully paid ordinary shares in Hastings at a price to be determined based on 30 days VWAP before completion, which is set at six months from the date of signing of this agreement. The commercial terms are summarised below.
As a consequence of the acquisition, Cadence will become a shareholder of Hastings. Hastings is developing the Yangibana Project. The Yangibana Project is a significant Australian Rare Earths Project, containing substantial Neodymium and Praseodymium resources.
The Yangibana Project currently covers approximately 650 square kilometres containing some 9 Mining Leases, 2 Prospecting Licenses and 19 Exploration Licenses. Cadence holds a 30% interest in 3 Mining Leases and 6 Exploration licenses. These tenements contain 0.70 million tonnes of Ore Reserves, which can increase the expected mine life of the Yangibana Project by approximately one year to a total of 16 years.
Hastings has commenced site construction and is planning to commence commissioning of the beneficiation plant in late 2023, with the delivery of maiden production to key customers in 2024.
In February of this year, Hastings published a revised NPV calculation, which increased the NPV by 84% to AS$ 1 billion. Hasting’s current market capitalisation is circa A$ 415 million. Also, in February, the Australian Government’s Northern Australia Infrastructure Facility (NAIF) approved a $140 million loan facility to Hastings and Yangibana, making it the first Australian rare earth project to receive NAIF funding. The Financial Times also commented on the story. The link can be found here: https://www.ft.com/content/552274c4-221a-49ac-91dd-562c51655e76
Cadence CEO Kiran Morzaria commented: “The sale of our 30% interest in a part of the Yangibana Rare Earths Project provides Cadence with an excellent return on its initial investment and equity exposure to the entire project. Yangibana’s importance as a key REE resource today cannot be overstated.”
We look forward to reporting on Hastings development and progress towards production as construction on the mine commences.”
Commercial Terms
The following represent the key binding commercial terms for Hastings to acquire the 30% working interest in certain tenements and general-purpose licences held by Cadence Minerals Plc through its subsidiary Mojito Resources Limited:
• Consideration – A$9 million to be settled by the issue of fully paid ordinary shares in Hastings Technology Metals Ltd (herein referred to as “Consideration Shares”).
• Issue price – equal to the volume-weighted average price (VWAP) of the Hastings shares in the 30 trading days before settlement.
• Escrow – the Consideration Shares will be subject to a voluntary escrow for up to 12 months from issue
• Conditions precedent limited to execution of documents to give effect to the binding term sheet, Hastings having issued and applied to the ASX for the quotation of the Considerations Shares and any necessary approvals being received.
• Settlement to occur five days after conditions precedent have been met.
• Conditions precedent to be completed within 180 days; otherwise, either party may terminate the binding term sheet.
• General representations, warranties and indemnities for an agreement of this nature.
The net loss attributable to our 30% holdings in the tenements for 31 December 2021 is nil. As such, the net loss attributable to the Company is also nil. As of 31 December 2021, the total carrying values of the tenements in the Company’s balance sheet was approximately £905,000. Based on the transaction announced, the initial profits on the sale of our interest is approximately £4.2 million.
As outlined above, the Consideration Shares will be subject to a voluntary escrow of up to 12 months from issue. During that time, the price of Hastings public equity may vary and result in either higher or lower profitability. After the lapse of the escrow arrangement, Cadence Minerals will retain or dispose of these shares as per our investment strategy.
