Macarthur Spins Out Pilbara Copper-Gold Assets

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. 

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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 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 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 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 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.