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")

Execution of Binding Prepayment Offtake Agreement

Cadence Minerals (AIM: KDNC) is pleased to announce that the Company, together with its joint venture partners Pedra Branca Alliance Pte Ltd ("PBA") and DEV Mineração S.A. ("DEV"), has executed a binding Prepayment Offtake Agreement (the "Agreement") with its selected offtake and logistics partner (the "Offtaker"). The Agreement follows the completion of the Offtaker's technical, legal, and commercial due diligence on the Amapá Iron Ore Project ("Amapá" or the "Project").

The Agreement provides a US$4.6 million prepayment and working capital facility, enabling the licensing and restart of the Azteca Plant and establishing the commercial framework for the sale of iron ore concentrate.

Highlights

·      Binding Prepayment Offtake Executed: The Company has now completed and signed the US$4.6 million prepayment agreement with its selected offtake partner, securing the capital required to restart the Azteca Plant.

·      Immediate Value for Cadence: The prepayment structure is expected to deliver an approximate 70% IRR on Cadence's investment in the structure, with no further equity required to bring Azteca into production.

·      Strengthening Cadence's Equity Position: Successful execution of the offtake and restart financing materially de-risks the Amapá Project, demonstrating operational progress and enhancing the value of Cadence's existing 35.7% interest in a long-life, high-grade iron ore operation.

·      Catalyst for Early Cashflow: Once in production, Azteca is expected to generate early cashflow that supports working capital, operations and the Amapá Definitive Feasibility Study, reducing funding risk across the broader 5.5 Mtpa DR-grade development.

·      Funding Fully Secured: Cadence's contribution to the facility was funded through its oversubscribed equity raise, allowing immediate access to Tranche 1 of the prepayment facility.

·      Accelerated Path to First Production: With due diligence complete and financing in place, the Project team are now working toward the mine installation licence, after which refurbishment and commissioning of the Azteca Plant will commence.

·      Strategic Acceleration of the Amapá Development Pathway: The restart of Azteca forms a core component of Cadence's staged strategy - moving the Project from planning into execution, demonstrating deliverability, and building the operational foundation for long-term growth at Amapá.

Kiran Morzaria, CEO of Cadence Minerals, commented:

"Executing the binding agreement is a major milestone in our staged approach to bringing Amapá back into production. With due diligence complete and initial funding now available, we can progress the final licensing items ahead of commencing the refurbishment of the Azteca Plant.

The structure ensures Cadence contributes a modest proportion of the capital while retaining full exposure to the near-term cashflow and the wider development of the Project. We now move confidently towards the installation licence and the start of restart activities."

Commercial Terms

Under the binding agreement, the Offtaker and Cadence will provide a US$4.6 million prepayment facility to restart the Azteca Plant. This funding is provided upfront and will be repaid from future iron ore shipments.

The facility includes US$3.45 million to complete licensing, refurbishment and commissioning of the plant, and US$1.15 million of working capital for logistics and the first shipment.

The first tranche totals US$1.17 million, of which Cadence will contribute US$391,000 and the Offtaker will fund the balance. These funds will be used to obtain the outstanding permits, including the mine installation licence, enabling construction and rehabilitation of the Azteca Plant and the tailings storage facility to begin.

The Offtaker will also fund US$2.43 million in the second tranche and US$1.15 million of working capital. These amounts become available once the relevant construction and production licences are granted and, in the case of working capital, once first production has commenced.

Repayment of the facility will be made per tonne of iron ore shipped, aligning repayments with actual production and early revenues. Cadence will receive its pro-rata share of repayments and marketing income based on its contribution

The prepayment covers all capital and working-capital needs to restart Azteca, meaning no further equity contribution is required from Cadence to bring the plant into production. Marketing arrangements continue on any product shipped above one million tonnes, ensuring long-term commercial alignment with the Offtaker.

Next Steps

The Company and its joint venture partners will now focus on completing the final items required for the mine installation licence, including the supplementary archaeological survey and detailed engineering for the water-reticulation and sewage-treatment systems. These works are expected to conclude in approximately two months, after which the application will move into the formal federal and state environmental approval processes, currently expected to take a further two months.

Subject to the licence being granted, refurbishment and commissioning of the Azteca Plant will begin immediately, with first production and shipment targeted within three months of licence issuance. Once operational, free cashflow from Azteca is expected to fund working capital, ongoing operations, and the initial stages of the DFS and early works for the broader 5.5 Mtpa DR-grade development at Amapá.

About the Amapá Project

The Amapá Iron Ore Project is a fully integrated mine, rail, and port operation in Brazil. It hosts a JORC-compliant Mineral Resource of 276 Mt @ 38% Fe and a Proven and Probable Ore Reserve of 195.8 Mt @ 39.3% Fe. The December 2024 Pre-Feasibility Study confirmed the Project's potential to produce 5.5 Mtpa of 67.5% Fe DR-grade concentrate, with a post-tax NPV10 of US$1.97 billion and forecast C1 cash costs of US$27.28/dmt FOB Santana.

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.