Further information regarding General Meeting

Cadence Minerals PLC

05 August 2026

 

The company deems the information contained within this announcement to constitute Inside Information as stipulated under the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK 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")

Further information regarding General Meeting

Cadence Minerals plc (AIM: KDNC) provides further information ahead of the General Meeting to be held at 10.00 a.m. on 26 August 2026, notice of which was published on 31 July 2026 (the "GM Notice").

The Resolution would give the Board authority to raise capital principally to fund the Pedra Branca do Amapari bridge (the "PBA bridge"), associated road works and additional Tailings Storage Facility ("TSF") works at the Amapá Project (the "Project").

The Board is providing this further information so that Shareholders are aware of the importance the Board attaches to the Resolution being passed, and of the consequences if it is not.

If the Resolution is not approved and alternative funding is unavailable, the works would be deferred and funded from future Project cash flow. The Project would remain reliant for longer on temporary operating controls at the PBA bridge while the timber deck continues to deteriorate. This would increase the risk of a bridge-related incident and, once shipments begin, disruption to Project logistics and production. On PBA's current assumptions, commencement of the Definitive Feasibility Study ("DFS") would also be deferred until approximately mid-2027.

Terms defined in the GM Notice have the same meaning in this announcement. This announcement supplements, but does not replace or amend, the GM Notice.

Highlights

·      Capital is required for defined infrastructure works.  Additional capital is required for the PBA bridge, associated road works and further TSF works. Under the existing funding arrangements for the Project, Cadence is providing the funding for this Project expenditure.

·      The infrastructure works do not impact the current timeline of Azteca. The Azteca plant refurbishment is progressing as planned and Operational readiness continues to target the end of August 2026.

·      The immediate issue is the PBA bridge. The bridge remains in use under temporary operating controls. These controls reduce crossing risk but do not repair the timber deck or prevent further deterioration under repeated heavy loads.

·      The bridge is expected to become part of the Project logistics route. It does not currently carry Project ore. Following first shipment, a bridge-related incident could disrupt Project transport and production.

·      Approval would provide execution flexibility. The Resolution would allow the Board to raise capital when required without first returning to Shareholders for further approval. Approval would not itself complete or commit the Company to a fundraising.

·      Existing Shareholders are expected to have access. The Board currently intends that at least 25% of any shares offered under the Authority would be made available to eligible existing Shareholders through an equivalent retail offer at the same price as a broker placing, subject to applicable law, platform availability and reasonable operational constraints.

·      Other funding options were considered. Debt, vendor finance and further prepayment funding would add repayment obligations, consume future Project cash flow and risk delaying the Definitive Feasibility Study ("DFS").

·      If the Resolution is approved, the works could be completed earlier. This would reduce the period of reliance on temporary bridge controls, retain flexibility over the TSF programme and preserve Project capital for commencement of the DFS.

·      If the Resolution is not approved, execution would be delayed. In the absence of alternative funding, the works would be funded later from Project cash flow. The Project would remain reliant for longer on temporary bridge controls with associated risks and on PBA's current assumptions, commencement of the DFS would be deferred until approximately mid-2027.

Purpose of the Authority

At the Annual General Meeting on 24 July 2026, Shareholders passed Resolutions 1 to 4. Resolution 5, which proposed to disapply statutory pre-emption rights, was withdrawn.

The current Resolution is narrower than the authority proposed at the Annual General Meeting, being limited to an aggregate nominal amount of £500,000, representing approximately 12% of the Company's issued ordinary share capital, and reduced from the approximately 15% disapplication authority proposed at the Annual General Meeting.

The Board intends to use the Authority primarily to fund the identified Amapá infrastructure works. The Authority also provides capacity for associated fundraising costs and the Company's near-term working-capital requirements.

The immediate capital requirements addressed in this announcement relate principally to the PBA bridge, associated road works and the additional TSF works.

Resolution 4 approved at the Annual General Meeting on 24 July 2026 authorises the allotment of shares under section 551 of the Companies Act 2006, but was granted subject to the statutory pre-emption rights in section 561. It does not disapply the statutory pre-emption rights applying to cash issues under section 561. The existing section 551 authority cannot therefore be used to implement the proposed non-pro-rata broker and retail placing structure.

The Resolution provides a single disapplication under section 570 of the Companies Act 2006 in respect of the allotment authority granted by Resolution 4 at the Annual General Meeting. Both the broker placing and the equivalent retail offer would be conducted under that single disapplication, as each is a non-pro-rata issue for cash.

Without that disapplication, a cash issue relying only on the existing section 551 authority would need to follow a pro-rata open offer, rights issue or cash box structure.

Funding structure and retail participation

The proposed Authority would allow the Company to execute a broker-placed fundraising and a retail offer within the same overall timetable.

Similar to last year and as approved in last year's GM, the Company proposes that eligible existing Shareholders would be able to participate through an equivalent retail access mechanism at the same issue price as subscribers in the broker-placed fundraising.

As set out in the GM Notice eligible existing Shareholders will, where practicable, be given an opportunity to participate on equivalent terms. The Board's current intention is that at least 25% of the shares offered in any placing under the Authority would be made available to existing Shareholders through the retail access mechanism. This remains subject to applicable law, platform availability and reasonable operational constraints. The proportion may be higher.

Eligibility will depend on the jurisdiction of each shareholder's residence, the platform used and applicable offer restrictions.

Any Director participation would be at the same issue price and without preferential terms. Such participation would be disclosed in accordance with AIM Rule 17 and UK MAR.

The Board also considered an underwritten open offer. Based on publicly disclosed costs for comparable UK transactions, the Board understands that fixed documentation and advisory costs would be approximately £150,000 to £250,000 before underwriting. Arm's-length third-party underwriting has typically added approximately 7% of the amount underwritten.

The Board considers that a broker placing with equivalent retail access would provide existing Shareholders with access to a fundraising while avoiding the higher cost and execution risk of a third-party underwritten open offer.

Alternative funding considered

PBA and the Company have considered debt, vendor financing and further prepayment or offtake-linked funding.

These options could fund the immediate capital requirement. However, they would create repayment obligations at PBA level and reduce discretionary Project cash available to fund the DFS. This would defer commencement of the DFS, with the consequences described below.

Further prepayment funding could also carry a high economic cost

As previously disclosed (see the Company's announcement on 1 December 2025), Cadence's investment in the existing prepayment facility is expected to generate an internal rate of return of approximately 70% on Cadence's proportion of the investment.

This demonstrates that further funding on comparable terms could carry a significant economic cost for PBA.

The existing Offtaker also has contractual rights over Azteca product, limiting the practical scope for introducing an additional offtake counterparty. Further secured borrowing is also constrained by existing Project financing and security arrangements.

Current fundraising status and capacity

No fundraising has been completed or committed to in connection with the proposed Authority. No final issue price, size, discount or launch timetable has been agreed.

Based on the Company's current share price, prevailing market practice and the estimated cost of the identified requirements, the Board considers that the Authority would provide sufficient capacity to fund the immediate PBA bridge and additional TSF requirements currently funded by Cadence under the Project's existing funding arrangements, associated fundraising costs, an appropriate contingency and the Company's near-term working-capital requirements. This assessment includes a reasonable allowance for normal share-price volatility.

The Board does not intend to issue more shares than it considers necessary for these purposes.

How the capital requirement arose

The existing US$4.6 million Project prepayment offtake facility, announced on 9 September 2025 and executed as a binding agreement on 1 December 2025, funds the Azteca refurbishment, commissioning and initial working capital for the first shipment.

The Azteca refurbishment programme has been managed within that funding envelope.

The Company's Annual Report and Accounts, approved on 26 June 2026, stated that additional infrastructure, environmental and operational requirements could arise as the Project advanced. These included enhanced tailings management, monitoring and infrastructure works. and that these could increase costs or affect project schedules.

The scope of the current requirements became clearer following unusually heavy rainfall between April and June 2026, increased heavy-vehicle use of the PBA bridge, completion of the bridge technical assessment and completion of the dam-break assessment.

The detailed scope, sequencing and funding requirement for the bridge works were not sufficiently defined when the Annual Report was approved or when the notice for the Annual General Meeting was finalised. Since publication of the GM Notice, PBA has advanced its assessment of the scope, sequencing and cost of the bridge works.

The original Azteca recommissioning budget included an allowance for TSF works. The completed dam-break assessment identified additional measures and physical works beyond that allowance.

PBA can currently schedule these works after production starts. However, contractor engagement, procurement and installation planning must begin in advance.

Funding and sequencing options

PBA and the Board have considered two funding and sequencing options.

Under the first option, Cadence would raise additional capital under the proposed Authority, fund the relevant expenditure under the Project's existing funding arrangements.

This would allow PBA to complete the bridge works earlier, reduce the period of reliance on temporary controls and retain flexibility over the timing of the additional TSF works.

Under the second option, PBA would defer the works until discretionary Project cash flow becomes available.

Project cash otherwise allocated to commencement of the DFS would then be redirected to the infrastructure programme.

The Board considers the first option to be the better sequencing decision for the Project.

Why the Authority is being sought now

The PBA bridge works and the additional TSF requirements are moving into commercial planning and execution. PBA needs to progress contractor engagement, procurement and installation planning without unnecessary delay.

Approval of the Resolution would not itself complete or commit the Company to a fundraising. It would give the Board the authority to raise capital when required to progress the works, subject to the terms available at that time.

Waiting until after receipt of the Operating Licence or operational readiness before seeking shareholder authority would introduce a further approval process before funding and execution could proceed.

That would extend reliance on temporary bridge controls, reduce PBA's flexibility over the TSF programme and increase the risk of delaying the DFS.

Azteca readiness and the Pedra Branca do Amapari bridge

On 27 July 2026, the Company reported that Azteca refurbishment had reached 77% weighted physical completion against planned progress of 72%.

Operational readiness continues to target the end of August 2026. Commercial production and shipments remain subject to successful commissioning and receipt of the Operating Licence.

The PBA bridge is the public rail bridge at Pedra Branca do Amapari referred to in the GM Notice. Originally constructed as a railway bridge, it also carries road traffic and pedestrians. The Project is responsible for its maintenance. It is downstream of the Azteca plant and does not form part of the plant refurbishment programme.

Following the technical assessment, vehicle crossings are subject to temporary operating controls. These include single-vehicle crossings, low-speed passage, no stopping, use of a controlled wheel path and supervised crossing.

These controls reduce the risk associated with each vehicle crossing. They do not address the underlying condition of the timber deck and do not stop further deterioration under repeated heavy loads.

The identified works principally relate to replacement of the timber cross beams and vehicle deck. The concrete piers and steel plate girders supporting the deck remain in sound condition.

PBA has already carried out initial repairs to elements of the PBA bridge within the existing Azteca budget. Additional funding from Cadence under the Project's existing funding arrangements is required to complete the planned refurbishment.

The bridge does not currently carry Project ore. Following first shipment, it is expected to form part of the Project's logistics route.

Continued deterioration increases the risk of an incident during a heavy-vehicle crossing. Potential consequences include movement or toppling of cargo, damage to the bridge deck and interruption to third-party transport.

Following commencement of shipments, an incident could also disrupt Project logistics and production.

The bridge is used by third parties. Given the Project's maintenance responsibility, an incident could have environmental, community and long-term social-licence consequences.

The current controls are an interim measure. They are not a permanent solution.

The Directors do not consider it appropriate to rely on temporary controls for longer than necessary where the planned works can be completed earlier.

The Board therefore considers early completion of the PBA bridge works to be the preferable risk-management outcome.

Tailings Storage Facility

The completed dam-break assessment identified further measures and physical works in relation to the TSF.

PBA can currently programme these works after production starts. However, commercial commitments, procurement and installation planning must begin in advance.

The timing remains subject to technical and regulatory engagement. The relevant authorities, including the Agência Nacional de Mineração, may require elements of the programme to be implemented earlier than currently planned.

Funding raised under the proposed Authority would give PBA greater flexibility to respond if the timetable is brought forward.

Deferral would reduce that flexibility and increase reliance on the timing and amount of Project cash flow.

Consequences of the Resolution

US$1.15 million of the US$4.6 million Project prepayment offtake facility is expected to be drawn at commencement of production and applied primarily to first-shipment logistics.

Cash generated by the Project after the first shipment is then expected to support the working-capital cycle and repayment of the drawn facility.

On PBA's current assumptions, discretionary Project cash flow is not expected to be available for the infrastructure works until early 2027

This reflects the Project working-capital cycle, the per-tonne repayment profile of the prepayment facility described in the announcement of 1 December 2025.

If the Resolution is approved, The Company would have authority to raise additional capital through the broker placing and retail offer structure.

The net proceeds would be applied primarily to fund the PBA bridge, associated road works and additional TSF requirements under the Project's existing funding arrangements, with any balance applied to the Company's near-term working-capital requirements and fundraising costs.

This would enable PBA to complete the PBA bridge works earlier, reduce the period of reliance on temporary bridge controls, retain flexibility over the timing of the additional TSF works.

It would also preserve Project capital allocated to commencement of the DFS after commercial sales from Azteca begin.

If the Resolution is not approved and alternative funding is unavailable, PBA would need to fund the bridge, road and TSF works later from Project cash flow. Project capital currently allocated to commencement of the DFS would then be redirected to those works.

The Project would remain reliant for longer on temporary operating controls at the PBA bridge while the timber deck continues to deteriorate. This would increase the risk of a bridge-related incident and, once shipments begin, disruption to Project logistics and production.

Project capital currently allocated to commencement of the DFS would also be redirected to the infrastructure works.

On PBA's current assumptions, this would defer commencement of the DFS until approximately mid-2027.

This would delay an important stage of Project de-risking and the opportunity to demonstrate further technical and economic value.

PBA would also have less flexibility to respond if the additional TSF works were required earlier than currently expected.

The Board has therefore concluded that funding the immediate infrastructure works earlier, while preserving the planned timing of the DFS, is the better sequencing for the Project.

Cadence Ownership

As at 31 May 2026, Cadence's total investment in the Amapá Project was approximately US$16.1 million, representing an indirect 36.2% equity interest held through PBA. Cadence retains a right of first refusal to increase its interest to up to 49%.

About the Amapá Project

The Amapá DR Iron Ore Project is a fully integrated iron ore operation in Brazil with established mine, rail, port and beneficiation infrastructure. The Project 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.

An updated Pre-Feasibility Study published on 3 December 2024 confirmed the potential to produce 67.5% Fe direct reduction ("DR") grade concentrate at 5.5 Mtpa, with a post-tax NPV (10%) of US$1.97 billion over a 15-year mine life.

As part of a staged redevelopment strategy, Azteca is intended to be recommissioned as the initial production facility, targeting approximately 380,000 tonnes per annum of approximately 65% Fe concentrate from existing tailings. This initial production is intended to generate early cash flow to support ongoing operations and the broader development of the Project, subject to successful commissioning, completion of related regulatory workstreams and receipt of the LO.

For further information, contact:
Cadence Minerals plc	[phone]
Andrew Suckling
Kiran Morzaria
Zeus (NOMAD & Broker)	[phone]
James Joyce
Darshan Patel Chris Wardley
Fortified Securities - Joint Broker	[phone]
Guy Wheatley
Public & Investor Relations - Brand Communications	[phone]
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

This announcement contains forward-looking statements. Such statements are based on the current expectations, assumptions and beliefs of the Directors and are subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance and may often be identified by words such as "believe", "expect", "intend", "may", "plan", "should", "will", "could" and similar expressions. Actual results may differ materially from those expressed or implied by such statements due to a range of factors, many of which are outside the control of the Company, including changes in economic conditions, market conditions, regulatory developments, the actions of governmental authorities, the availability of funding and other risks affecting the Company's operations. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement. Except as required by law or applicable regulation, the Company undertakes no obligation to update or revise any forward-looking statements.

 

END