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(PFP) Pathfinder Minerals

Discussion in 'General Share Chat (PFP)' started by vptsecure, Jun 12, 2015.

  1. Groucho

    Groucho Member

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    PATHFINDER MINERALS AGM UPDATE

    July 24, 2019 | Posted by admin

    [​IMG]

    It seems that there has been a collective disbelief amongst PFP shareholders in the now likely outcome to the dialogue of recent months with General Veloso post yesterday’s AGM. As an attendee we have been asked to comment on that meet.

    Firstly, the resolution (8) that was voted down was the disapplication of pre-emption rights. We spearheaded the vote against this as we are not in the business of funding PFP in decent part this last year and leaving the slightest risk of a non participatory placing/equity raise on our/existing shareholders part. Do we believe the BoD were planning this? No. However at 46 years young and an involvement in this “game” for near 30 of those years I have personally learnt to trust nobody with such discretion. One only has to look at the number of AIM mining companies that dilute, dilute, dilute with abandon.

    Taking the BoD’s prior public record comments and the Chairman Henry Bellingham’s reiteration today that existing shareholder dilution minimisation is paramount, the voting against Resolution (8) is a big plus for all shareholders. If/when monies are needed to be raised in future, existing shareholders have first rights.

    The real takeaway’s from the AGM are in fact as follows:
    1. Dialogue with the Veloso’s has never been as strong.
    2. As previously announced, and contrary to a seeming misconception amongst many shareholders/commentators even though this has been publicly announced (see this RNS HERE), PFP DOES have a framework agreement with the Veloso’s/Pathfinder Mozambique SA. What the BoD are doing are working through the mechanics to conclude this in shareholder’s best interests with the least risk. Many were/are not aware of this. The issues to address are funding and closure of the agreement with all parties.
    3. The Mozambiquan Government does want this matter concluded, and likely concluded soon, ideally ahead of the elections in October. This is very important and gives an idea of timescales that all parties must work towards now. That is less than 3 months away.
    4. There is a very real possibility that the Mozambiquan Supreme Court may in fact finally recognise the High Court ruling and which will have some materially positive implications for the Plc. The market has not remotely priced this in, as in such circumstances, if in the final analysis the licence reverts to Plc, the net cost is likely to be much less than under a settlement negotiation. This concentrates all parties mind in country – the Govt, the Veloso’s and other interested parties.
    5. The AFG agreement expires in just over 2 months. With a likely new NED appointment imminent, he is specifically tasked to, in the words of Henry Bellingham and John Taylor, “hold to account” the progress and likelihood of conclusion of that agreement. If within the visible horizon of the key parties expectation for a conclusion this does not look deliverable then an alternate and viable route for an expedited resolution will be progressed in tandem. Again this is public knowledge from the late April RNS, see wording here – “The Board is evaluating multiple transaction structures, taking into account commercial and regulatory factors, through which the Company could hold its interest in the Licence and deliver value for shareholders. While the optimal structure of the Proposed Transaction remains under evaluation, the Board is pleased to relay that the principle of a Proposed Transaction has been agreed between Pathfinder and General Jacinto Veloso who, with his family interests, is a 50 per cent shareholder in the entity to which the Licence is currently registered.”
    Finally, the real point that many are forgetting here is that, contrary to some ill informed online commentary ref motives on certain parties parts, NOBODY gets paid unless a deal is not just agreed but CONCLUDED. John Taylor’s options are at 2.75p, AFG’s cash to equity subscription price is a shade under 3.6p, the balance of the BoD’s options are in excess of the current stock price and perhaps most importantly, the Veloso’s have made clear that a resolution must involve PFP Plc and so they also do not get paid without a conclusion with us.

    With the stock back at 1.5p (almost 50% below the recent placing price) and upside on a deal being measured in multiples of the stock price, the risk/reward profile is, in our opinion, much more attractive now than it was 2 months ago. Levered and hot money entered the stock expecting an imminent deal conclusion and their “singed fingers” in exiting provides this renewed opportunity. Coupled also with the warrant exercises of recent weeks there is no need for a placing for many months from what we can see. Recall that the economics of the asset are an NPV(12) of over $1bn and a 30 year mine life. Set against a market cap of under £5m the prize at hand is once more glaring.

    The contents of this piece lay bare why we are poised once again to take advantage of one of AIM’s most compelling asymmetric risk/reward offerings. One where we have a newly constituted Board focused on concluding the “deal framework”, a solidified balance sheet, dilution risk negated ref today’s resolution vote down and a pressing time criticality on the counterparts in Mozambique to conclude this.

    For all these reasons we remain Buyers of Pathfinder Minerals. Our sense is a breakthrough that brings this to a long awaited resolution now close.

    http://www.alignresearch.co.uk/pathfinder-minerals/pathfinder-minerals-agm-update/
     
  2. Groucho

    Groucho Member

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    2 August 2019


    Pathfinder Minerals Plc

    ("Pathfinder" or the "Company")


    Directorate Change & Conditional Grant of Share Options


    Pathfinder is pleased to announce the appointment of Mr Dennis Edmonds as a non-executive director of the Company with immediate effect.


    Mr Edmonds has a wealth of commercial and corporate experience in southern Africa, having practiced as a corporate solicitor in South Africa - and subsequently in the United Kingdom - specialising in structuring and executing corporate transactions. He has also been employed at board level in the investment banking and venture capital industries. Over the past 15 years Mr Edmonds has been a director of public and private companies, including those operating within the mineral resources sectors in emerging markets. Most recently, Mr Edmonds was executive chairman of AIM-quoted Alien Metals Limited, a company with a portfolio of mineral assets in South America.


    Further disclosures on Mr Edmonds as required under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies are included in the appendix below.


    Sir Henry Bellingham, non-executive chairman of Pathfinder, commented:

    "Dennis Edmonds has extremely relevant experience to bring to bear at Pathfinder, particularly at this crucial stage. As an attorney who qualified and practiced in South Africa, before moving to the UK, he knows the region very well. He has helped many companies, both as a consultant or as a director, to structure transactions. This will be very useful to Pathfinder as we continue to pursue a transaction in respect of the mining licence and engage with prospective funders. John Taylor and I are delighted to have Dennis onboard as we work towards a shared goal of getting a funded deal over the line that delivers value to all stakeholders."

    Grant of Share Options

    Pathfinder announces that it has, conditional upon the passing of the requisite shareholder resolutions in due course, agreed to the granting of 1,500,000 options over the Company's ordinary shares of 0.1p each to Mr Edmonds. These options will, when granted, exercise at 2.75p per share and expire after two years. A further announcement will be made when the condition is satisfied, and the options have been issued.

    1CCB276A-69FF-4F29-B0F2-5DC5BB769C4C.jpeg
     
  3. Groucho

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  4. Groucho

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    27 September 2019

    Pathfinder Minerals Plc

    ("Pathfinder," the "Company" or the "Group")

    Half-year results for the six months ended 30 June 2019

    Pathfinder reports its unaudited results today for the six months ended 30 June 2019.

    Sir Henry Bellingham, Chairman, commented:

    "Discussions which commenced during the first half of 2019 with regards to potential funding strategies to facilitate a transaction in respect of the Mozambique licence, and finance further development thereof, are continuing positively. The Board now has a preferred party with which it is in early stage discussions. This would potentially allow the Company to pursue a transaction with a party which is both well-funded and experienced in mining opportunities in southern Africa. While there are still challenges to overcome, the Board remains confident that a transaction is achievable which can deliver value to Pathfinder's existing shareholders. Our confidence is underpinned by the continued willingness of both Pathfinder and General Veloso to conclude a deal."


    Chairman's statement

    Introduction

    Progress was made during the first half of 2019 across several areas which significantly enhanced Pathfinder's ability and positioning to regain an interest in Mining Concession no. 4623C in Mozambique (the "Licence").

    The Board engaged new consultants to provide assistance in pursuing completion of a transaction in respect of the Licence; agreement on a proposed transaction was reached in principle between Pathfinder and General Jacinto Veloso who, with his family interests, owns 50 per cent of the entity to which the Licence is currently registered; a revised independent Scoping Study was commissioned resulting in a near doubling of the Net Present Value attributable to the Licence; financing proposals to facilitate a deal and fund subsequent development of the Licence were received; additional working capital was brought into the Company; and a leadership change was implemented.

    On any analysis, the first half of this year has seen the most positive momentum of any reporting period since the loss of the Licence in late 2011.

    Review of Activity

    Progress towards a proposed transaction in respect of the Licence

    On 11 February 2019, the Company announced that it had engaged Africa Focus Group Limited ("AFG"), a Hong Kong-based company with a Johannesburg consultancy office specialising in mergers and acquisitions in southern Africa. AFG is providing assistance to the Company in pursuing completion of a transaction with the owners of Pathfinder Moçambique S.A (the current Licence holder) pursuant to which Pathfinder, or a wholly owned subsidiary of Pathfinder, would re-establish an interest in the Licence.

    On 10 April 2019, the Company announced that it was evaluating multiple transaction structures, taking into account commercial and regulatory factors, through which the Company could hold its interest in the Licence and deliver value for shareholders. It was also announced that the principle of a proposed transaction had been agreed between Pathfinder and General Veloso.

    In parallel, the Board commenced discussions with regards to potential funding strategies (including through partnerships or debt provision) to facilitate a transaction and finance further development of the Licence.


    Revised independent Scoping Study on the Licence

    On 10 April 2019, Pathfinder also announced the results of a revised Scoping Study on the Licence prepared by independent technical consultant, 2M Mineral Services Limited, which included a revision of the capital and operating costs and pricing assumptions that were presented in the original URS/Scott Wilson 2011 scoping study report. This revision resulted in an estimated pre-tax net present value ("NPV") at a 10 per cent discount rate of US$1.05 billion; with projected annual revenues of US$323 million over a mine life of 30 years. The project internal rate of return ("IRR") is expected to be approximately 25 per cent. The revised findings represented a near doubling of the previously reported equivalent NPV and an increase of 6.1 per cent in the project IRR.


    New funds for working capital

    A total of £335,000 was raised during the period through cash subscriptions for 14,909,091 shares in aggregate. A further £183,000 was taken in by the Company during the period as a result of the exercise of warrants to subscribe for, in aggregate, 11,892,264 shares. New funds provided necessary general working capital.


    Leadership change

    On 3 June 2019, John Taylor was appointed as Chief Executive Officer, replacing Scott Richardson Brown. Since his appointment, John continues to oversee a period of significant positive momentum.


    Legal position

    There were no material developments in the legal position during the period. The Company continues to await a ruling by the Supreme Court in Mozambique in relation to Pathfinder's application for recognition of the 2012 English High Court ruling in its favour.


    Financial results and current financial position

    In addition to the above-mentioned shares issued in respect of the cash subscriptions and warrant exercises, during the period the Company issued 13,293,927 shares to certain former directors and a current director to settle, in aggregate, £309,333 of accrued cash liabilities.

    The financial statements of the Pathfinder Group for the six months ended 30 June 2019 follow later in this report. The Income Statement shows a reduced loss of £282,000 (H1 2018 - £392,000). £16,000 was also expensed relating to the issue of 7,500,000 options to directors during the period.

    The Group's Statement of Financial Position shows total assets at 30 June 2019 of £754,000 (31 December 2018 - £244,000). The assets are held largely in the form of cash deposits of £520,000 at the period end.


    Outlook

    Discussions which commenced during the first half of 2019 with regards to potential funding strategies to facilitate a transaction in respect of the Licence, and finance further development thereof, are continuing positively. The Board now has a preferred party with which it is in early stage discussions. This would potentially allow the Company to pursue a transaction with a party which is both well-funded and experienced in mining opportunities in southern Africa. While there are still challenges to overcome, the Board remains confident that a transaction is achievable which can deliver value to Pathfinder's existing shareholders. Our confidence is underpinned by the continued willingness of both Pathfinder and General Veloso to conclude a deal. In light of the positive momentum and continued progress, the Board is in discussions with AFG with a view to a short extension to its engagement. Any such extension will be contingent on the Board's full assessment of tangible progress with the preferred potential funding partner which is being undertaken currently by two Board members in South Africa and Mozambique. Any agreed extension to the AFG contract will be notified to the market and will be considered alongside other opportunities which the Board keeps under constant review.


    Sir Henry Bellingham
    Chairman
    27 September 2019

    Pathfinder Minerals - Half-year results https://www.voxmarkets.co.uk/rns/announcement/c49fb371-88f9-4e8a-a114-591629807311
     
  5. Groucho

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    24 October 2019

    Pathfinder Minerals Plc

    ("Pathfinder" or the "Company")

    Corporate Update

    Pathfinder (AIM: PFP) is pleased to provide an update on further progress towards restoring an interest in Mining Concession 4623C (the "Licence") in Mozambique following a period of intense positive activity and further meetings in South Africa and Mozambique attended by executive and non-executive directors of the Company.

    By way of background, over recent months, the Board has reviewed the Company's financial and legal position as well as its prospects. This has included a review of certain historical agreements and implementing significant improvements to the Company's operating structures.

    The review has included a detailed analysis of the different routes available to Pathfinder to restore an interest in the Licence and to fund its further development within the context of the Company's access to capital. Wide-ranging meetings have been held in South Africa and Mozambique with representatives of Pathfinder Moçambique S.A. (the current Licence holder, in which Pathfinder has no interest), the Company's Mozambique legal advisers, representatives of the Mozambique Government, and prospective funding partners introduced by Africa Focus Group Limited ("AFG") under the agreement announced on 11 February 2019.

    A resolution by way of the Mozambique courts remains a possible route. However, Pathfinder continues to await a ruling by the Supreme Court in Mozambique in relation to the Company's application for recognition of the 2012 English High Court ruling in respect of the Company's subsidiary's ownership of Companhia Mineira de Naburi S.A.R.L. ("CMdN") (the former Licence holder). The Board has no visibility over when a ruling will be forthcoming, and the Supreme Court is not bound to a timetable on which to deliver a ruling.

    If favourable, the ruling should effectively lead to the Company's subsidiary regaining control of CMdN. However, an assessment by the Board and the Company's legal advisers anticipates that, even in the event of a favourable ruling, it could require further, and potentially substantial, financial and non-financial resources in order to enforce a positive ruling and seek the return of the Licence itself to CMdN.

    For these reasons, a commercial settlement facilitated by a technically competent partner with the means to fund both the settlement itself and substantial future development costs associated with the Licence, remains the focus of the Board's attention.

    Such a settlement would necessarily involve that partner making a payment to the shareholders of Pathfinder Moçambique S.A. and satisfying the Mozambique Ministry of Mineral Resources of the technical capability of the partner to develop the Licence.

    Accordingly, having reached agreement in principle on a proposed transaction between Pathfinder and General Jacinto Veloso who, with his family interests, owns 50 per cent of Pathfinder Moçambique S.A., the Board is able to confirm that positive dialogue is now taking place with all the shareholders of Pathfinder Moçambique S.A.

    The Board has a preferred funding partner with which it is now in detailed discussions over the financing and structure of a proposed transaction. The party is both well-funded and experienced in mining opportunities in southern Africa. Whilst discussions are advancing positively, shareholders should be aware that there is no guarantee that a transaction as currently envisaged will conclude successfully.

    The discussions with both the prospective partner and the shareholders of Pathfinder Moçambique S.A. are being facilitated by AFG. Accordingly, the Board has extended the engagement of AFG, pursuant to the terms announced on 11 February 2019, until 31 December 2019. Under the terms of the extension, Pathfinder will at its sole discretion have the right to satisfy AFG's entirely contingent success fee either in cash or through the issue of new shares in the Company to AFG ("Fee Shares") which shall not exceed 9 per cent of the entire issued share capital of the Company at the time of such issue and as enlarged by the issue of the Fee Shares.

    John Taylor, Chief Executive Officer of Pathfinder, commented:

    "Our recently appointed non-executive director, Dennis Edmonds, and I have held detailed and positive discussions in South Africa and Mozambique this month. It is clear that a commercial settlement, resulting in Pathfinder holding a significant minority interest in the Licence alongside a partner which has both the commercial and technical capability to fund a transaction and progress the future development of the Licence, represents the most realistic prospect of bringing to an end years of litigation and dispute and instead generating meaningful value for shareholders.

    "The revised Scoping Study commissioned earlier this year showed us both the enormous value potential of the Licence and the considerable associated capital costs. While there remain challenges to overcome, I am encouraged by the significant progress being made together with AFG to engineer a prospective transaction that would allow Pathfinder's shareholders to benefit from the potential upside of a world-class mining opportunity."
     
  6. Groucho

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  7. Groucho

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    3 January 2020

    Pathfinder Minerals Plc

    ("Pathfinder" or the "Company")


    Corporate Update


    Pathfinder (AIM: PFP) is pleased to provide an update on its progress towards restoring an interest in Mining Concession 4623C in Mozambique (the "Licence") and on other (unconnected) commercial opportunities that have been presented to the Board of Directors of Pathfinder (the "Board") to assess.


    As announced on 24 October 2019, a period of meetings took place in both South Africa and Mozambique in that month between members of the Board, its representatives and various key stakeholders involved in the process of working to secure a resolution of the issues surrounding the Company's previous interest in the Licence. Since then, two further rounds of meetings have been undertaken by Board representatives in Mozambique and South Africa to intensify the progress and further meetings are planned for this month.


    A number of additional meetings have been conducted with the preferred funding partner which, as announced on 24 October 2019, is both technically competent and has the means to fund both a settlement itself and future development costs associated with the Licence. The party is continuing with its due diligence process. In addition, further dialogue has been conducted with the shareholders of Pathfinder Moçambique S.A. (the current Licence holder) with a view to concluding a mutually acceptable settlement in respect of the Licence. These discussions continue in good faith and have been facilitated by Africa Focus Group ("AFG") at every stage.


    The Company announced on 24 October 2019 that the agreement with AFG was extended until 31 December 2019 and, given the ongoing progress that continues to be made with all parties, the Board has determined it in the interests of the Company to extend this agreement for a further three months on a non-exclusive basis. This allows the Board to explore other funding avenues unilaterally and to pursue other commercial opportunities where there is a clear synergy with the Board's expertise and the Company's natural resource focus. All other terms of the agreement with AFG remain the same.


    As previously stated, while the Board remains confident of a successful resolution of the dispute surrounding the Licence, there is no certainty that this can be achieved to the satisfaction of all stakeholders within a timely manner. As such, the Board believes that it is in the interests of the Company also to assess other appropriate commercial opportunities. Accordingly, the Board is actively assessing two independent opportunities, with due diligence on their suitability for Pathfinder now at an advanced stage. The key consideration in any decision-making is whether a broadening of interests beyond the Licence will assist the Board in recovering shareholder value and generating future additional value through cash generation that would alleviate the pressure for future, potentially dilutive, funding requirements associated with Pathfinder's prospective interest in the Licence. It is highly likely that any decision to be taken by the Board in respect of restoring an interest in the Licence and/or pursuing other such opportunities would require the approval of shareholders by way of a General Meeting.


    John Taylor, Chief Executive Officer of Pathfinder, commented:

    "I continue to be encouraged by the progress made since our last update which reflects the considerable efforts of my fellow directors in relentlessly pursuing a successful outcome to the recovery of an interest in the Licence. In addition, I believe the strategic decision to also explore wider commercial interests is the correct course of action to take. The Board's focus remains firmly on a successful resolution of the long-running dispute over the Licence and consideration of wider opportunities will not detract from that priority. I look forward to updating shareholders on further progress across a number of fronts."
     
  8. Groucho

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    01 April 2020

    Pathfinder Minerals Plc

    ("Pathfinder" or the "Company")



    Corporate Update


    Pathfinder is pleased to provide the following update on, inter alia, its progress towards restoring an interest in Mining Concession 4623C in Mozambique (the "Licence") and the assessment of other opportunities within the mining sector.


    Mining Concession 4623C

    The Company's dialogue with General Jacinto Veloso, a 50 per cent. shareholder in the current Licence-holding entity (the "Licence-holder"), continues to be constructive. Both parties view a proposed transaction involving Pathfinder as the most desirable route to a resolution as it would be expected to bring an end to respective legal claims associated with the Licence.

    Pathfinder has validated evidence that the remaining 50 per cent. shareholding in the Licence-holder has been transferred to a Chinese state-owned third party (the "Transferee"). The Board is pleased to announce that, after extensive efforts, direct dialogue with the Transferee has now been established with a view to securing its participation in a proposed multi-party transaction involving the Licence.

    Any proposed transaction would, as previously announced, necessitate the involvement of a funding partner. Commercial discussions with a preferred partner (first announced on 24 October 2019), which is both technically competent and capable of funding a proposed transaction, along with future development costs associated with the Licence, are ongoing. In addition, further parties which the Board considers to have the requisite balance sheet backing and technical ability are now also actively engaged in pursuing a commercial settlement.

    Pathfinder continues to solicit the Mozambique Government's assistance in encouraging a resolution in respect of the Licence to the benefit of all stakeholders. As part of this initiative, Pathfinder's chairman, Sir Henry Bellingham, and CEO, John Taylor, raised the Pathfinder issue with the president of Mozambique, His Excellency, Jacinto Filipe Nyusi, during a visit to the UK in January 2020. The Company is also receiving assistance from the UK High Commission in Maputo at the highest levels.

    As previously announced on 3 January 2020, the commercial agreement with Africa Focus Group (the "AFG Agreement") was extended a further 3 months to the end of March 2020, albeit on a non-exclusive basis. The AFG agreement, in its current form, is not being extended for a further period, although AFG remains a key advisor to the Company and will continue to be so going forwards. Should AFG deliver a complete resolution to the Company's recovery of an interest in the Licence then bespoke commercial terms will be negotiated at the time.


    Other opportunities

    As announced on 3 January 2020, Pathfinder's Board has been actively assessing other potentially synergistic commercial opportunities within the mining sector. The Board continues to assess projects that it believes could add value to Company's shareholders and will update the market when appropriate.

    As previously announced, It is highly likely that any decision to be taken by the Board in respect of restoring an interest in the Licence and/or pursuing other such opportunities would require the approval of shareholders by way of a General Meeting. Further updates will be announced when appropriate.


    John Taylor, Chief Executive Officer of Pathfinder, commented:

    "A proposed transaction involving the restoration of an interest in the Mozambique Licence requires the alignment of multiple parties, including potential funders, in order to be facilitated. While there is no certainty that a transaction can be concluded to the satisfaction of all stakeholders within a timely manner, I am pleased to report that we are making real progress towards securing that multi-party alignment.

    "It is apparent from our discussions that the Licence, as a substantial undeveloped mineral sands resource, remains of considerable interest to the industry and prospective financiers.

    "I am also pleased that we have been able to ensure the Pathfinder issue continues to be in focus within the Mozambique Government as we work towards securing the involvement of all the stakeholders required to facilitate a resolution.

    "Independently of the Mozambique Licence, progress is being made in assessing other opportunities, whose near-term cash generation potential would support the Company's main objective in respect of the Mozambique Licence.

    I look forward to reporting any further developments when appropriate."
     
  9. Groucho

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    3 April 2020

    Pathfinder Minerals Plc

    ("Pathfinder" or the "Company")



    Fundraising


    Pathfinder is pleased to announce the conditional issue of a £175,000 convertible loan note.



    Issue of convertible loan notes instrument (the "Instrument")


    Subject to shareholder approval at a General Meeting to be convened (the "GM"), the Company has entered into binding agreements for the issue of 175,000 convertible loans notes (the "CLNs"), raising, in aggregate, £175,000 (the "Principal Amount") pursuant to subscriptions with a Director of the Company and certain existing and new investors (the "Subscribers").

    The key terms of the Instrument are as follows:

    ● Six month term from the date of the first tranche being received by the Company (see following bullet point) which is expected to be 1 June 2020, subject to shareholder approval, with a 16% coupon on an annualised basis.

    ● Principal Amount to be drawn equally over five monthly tranches and interest will be payable only on funds provided to the Company.

    ● In total, at the end of the six month term, the CLNs will have an aggregate principal plus accrued interest balance of £184,359.

    ● Interest will be payable on the maturity date either in cash or in new Ordinary Shares at the Company's election at a price of 0.6p per share. Should an equity raise be conducted prior to the end of the six month term then the interest, if paid in Ordinary Shares, will be payable at the subscription price of the equity raise, if below 0.6p per share.

    ● 29,166,666 warrants will be issued to the Subscribers (the "Warrants"). Each Warrant will have an exercise price of 0.6p and be convertible into one Ordinary Share. The Warrants, if not exercised, will expire after two years from the date of the forthcoming GM. Assuming shareholders approve the resolutions at the GM, should an equity fundraising take place prior to 30 April 2021, then the exercise price of any unexercised Warrants will re-strike to the price associated with such equity fundraise, if below 0.6p per share.

    ● A mandatory exercise of the Warrants will be triggered should the Company's share price exceed 1.5p for a period of more than 20 trading days with a volume traded of at least 50 million shares within that period.

    ● On the maturity date, the Company has the right to force the conversion of all or some of the Principal Amount and accrued interest into new Ordinary Shares should the Company determine, acting reasonably, that that it does not have sufficient cash to fund its working capital requirements and to satisfy the repayment of the Principal Amount. Such a conversion would take place at 90% of the 10 day volume weighted average price at the close of trading on the day prior to forced conversion.


    The Company is required to hold the GM to approve the disapplication of pre-emption rights in relation to, inter alia, the issue of the CLNs and the Warrants. The provision of the Principal Amount to the Company is conditional on the passing of certain resolutions at the GM and shareholders will be strongly encouraged to vote in favour of the resolutions.


    Related party transaction


    John Taylor, Chief Executive Officer of Pathfinder, has agreed to subscribe for £25,000 of the CLNs. Such subscription by John Taylor, as a director of the Company, is considered to be a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The directors of the Company, other than John Taylor, consider, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, that the terms of his subscription are fair and reasonable in so far as the Company's shareholders are concerned.



    Shareholder approval at the GM


    The issuance of the CLNs and the Warrants are conditional upon the approval of shareholders of the Company at the GM. In addition, the Board will be seeking further authorities to issue new Ordinary Shares on an ongoing basis. There will be certain conditionality attached to the passing of the resolutions, which will be explained in the requisite circular and Notice of Meeting, which is currently being prepared and is expected to be published shortly.


    John Taylor, Chief Executive Officer of Pathfinder, commented:

    "The participation of new and existing investors in this convertible debt financing is a vote of confidence in the strategy that the Board has been pursuing. Despite the ongoing global challenges, it is encouraging that the Company has been able to raise further financing in the current climate, with the potential equity conversion being at a premium to the current share price. The flexibility provided by this short term debt financing and the convertible element associated with it, gives the Company freedom to continue to pursue the recovery of an interest in Mining Licence 4623C."
     
  10. Groucho

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