Final Results

RNS Number : 4769O

Pathfinder Minerals PLC

30 June 2010

 



Pathfinder Minerals Plc

("Pathfinder" or "the Company")

Final Results for the year ended 31 December 2009

CHAIRMAN'S STATEMENT

I have pleasure in presenting the 2009 annual report.

During 2009 it was recognised that the property development activity of Pathfinder Properties (as it then was) had run its course.

At a General Meeting held on 21 December 2009, shareholders approved the disposal of the Company's remaining property portfolio; the adoption of a new investing policy; a capital reorganisation; and a new name that reflects the new activity. 

The results set out in this report are those of the former activity.  The balance sheet, however, reflects the reorganisation; and presents the Company in its new form, ready to embark on its new life as an investing company.

As shareholders will recall, the General Meeting approved the Company's first significant acquisition, a 4.67 per cent interest in IM Minerals Limited ("IM Minerals").  IM Minerals is a privately owned, junior mining company that currently owns a 75% interest in Companhia Mineira de Naburi S.A.R.L, a Mozambican company which in turn holds exploration and extraction licences respectively over adjacent potential titanium oxide ore resources in Mozambique.  The Board remains excited about these licenses and the potential for these sites to be developed into a world class asset.

I am pleased to say that the balance sheet has been further reinforced since the year end by the conversion of all loan agreements into shares and by the exercise of some of the warrants attaching to those loans.

Since the December meeting the Board has been actively pursuing the Company's investing policy and hopes to be able to make a further significant investment during the second half of 2010.

Nicholas Trew

Chairman

29 June 2010

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2009

		2009		2008
	Notes	£ '000		£ '000
Revenue		9		70
Cost of sales		-		(8,746)
Gross profit (loss)		9		(8,676)
Administration expenses		(467)		(474)
Goodwill written off		-		(154)
Operating loss	5	(458)		(9,304)
Other income	6	154		21
Finance costs	7	(83)		(385)
Loss on ordinary activities before taxation		(387)		(9,668)
Taxation	10	-		(333)
Comprehensive loss for the year		(387)		(10,001)
Loss per share:
Basic and diluted	11	(0.5) pence		(12.5) pence

Throughout the year the Group's operations consisted entirely of property development.  On 21 December 2009 the Company disposed of all its subsidiaries and, with them, all of the Group's property development activities.  For the remaining 10 days of the year the Company operated as an investing company.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 DECEMBER 2009

		2009		2008
	Notes	£ '000		£ '000
Assets
Non-current assets
Investments	12	200		-
Current assets
Inventories		-		2,900
Trade and other receivables	14	30		351
Cash and cash equivalents	15	157		20
		187		3,271
Total assets		387		3,271
Liabilities
Current liabilities
Trade and other payables	16	177		81
Interest-bearing loans and borrowings	17	-		3,109
		177		3,190
Non-current liabilities
Interest-bearing loans and borrowings	17	168		-
Total liabilities		345		3,190
Total net assets		42		81
Equity
Share capital	18	7,997		7,997
Share premium		1,970		1,970
Other reserves		348		-
Retained loss		(10,273)		(9,886)
Total equity attributable to equity holders of the parent company		42		81

The financial statements were authorised for issue by the board of directors on 29 June 2010 and were signed on its behalf by:

Nicholas Trew                                                                                    James Normand

COMPANY STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 DECEMBER 2009

		2009		2008
	Notes	£'000		£'000
Assets
Non-current assets
Investments	12	200		-
Current assets
Trade and other receivables	14	30		385
Cash and cash equivalents	15	157		6
		187		391
Total assets		387		391
Liabilities
Current liabilities
Trade and other payables	16	177		101
Interest-bearing loans and borrowings	17	-		209
		177		310
Non-current liabilities
Interest-bearing loans and borrowings	17	168		-
Total liabilities		345		310
Total net assets		42		81
Equity
Share capital -  issued and fully paid	18	7,997		7,997
Share premium		1,970		1,970
Other reserves		348		-
Retained loss		(10,273)		(9,886)
Total equity		42		81

The financial statements were authorised for issue by the board of directors on 29 June 2010 and were signed on its behalf by:

Nicholas Trew                                                                                    James Normand

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2009

	Share Capital		Share Premium			Other Reserves			Retained Losss				Total
	£'000		£'000			£'000			£'000				£'000
Group
1 January 2008	7,997		1,970			2,647			(2,532)				10,082
Loss for the year	-		-			-			(10,001)				(10,001)
Adjustment (see note 1 below)	-		-			(2,647)			2,647				-
31 December 2008	7,997		1,970			-			(9,886)				81
Movement in the year	-		-			348			-				348
Loss for the year	-		-			-			(387)				(387)
31 December 2009	7,997		1,970			348			(10,273)				42
Company
1 January 2008	7,997			1,970			-			(118)				9,849
Loss for the year	-			-			-			(9,768)				(9,768)
31 December 2008	7,997			1,970			-			(9,886)				81
Adjustments (see note 2 below)	-			-			348			-				348
Loss for the year	-			-			-			(387)				(387)
31 December 2009	7,997			1,970			348			(10,273)				42

Notes

1.  The adjustment to other reserves in 2008 represented the de-recognition of the historically created Merger Reserve and Capital Reserve, following the reduction to a negligible net asset value of the Company's subsidiaries.

2.  The movement on other reserves in 2009 is the net deemed equity element of the convertible loans made to the Company during the year (£331,000) (see note 17) and the value of the warrant held by Beaumont Cornish (£17,000) (see note19).

3.  See note 18 for detail on the Company's share capital.

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2009

	Group				Company
	2009		2008		2009		2008
	£'000		£'000		£'000		£'000
Cash flows from operating activities
Operating loss	(458)		(9,302)		(537)		(9,734)
Adjustments for:
Depreciation of property, plant and equipment	-		15		-		5
Goodwill written off	-		154				-
Net investment in subsidiaries written off	-		-		-		9,590
Share-based payment (see note 19)	17		-		17		-
Operating cash used before working capital changes	(441)		(9,133)		(520)		(139)
Decrease in inventories	-		11,235		-		-
Decrease (increase) in trade and other receivables	321		621		355		(334)
Increase (decrease) in trade and other payables	96		(353)		76		(242)
Cash (used in) generated from operations	(24)		2,370		(89)		(715)
Interest paid	-		(385)		-		(40)
Net cash (used in) generated from operating activities	(24)		1,985		(89)		(755)
Investing activities
Interest received	1		19		1		6
Purchases of investments	(200)		-		(200)		-
Net cash (used in) generated from investing activities	(199)		19		(199)		6
Financing activities
Minority interest	-		(350)		-		-
Proceeds from borrowings	153		655		153		655
Repayment of borrowings	(209)		(3,216)		(209)		(446)
Interest paid	(83)		-		(4)		-
Net proceeds from issuance of convertible loans	499				499		-
Joint ventures	-		1		-		-
Net cash generated from financing activities	360		(2,910)		439		209
Net increase (decrease) in cash and cash equivalents	137		(906)		151		(540)
Cash and cash equivalents at the beginning of the year	20		926		6		546
Cash and cash equivalents at the end of the year	157		20		157		6

Material non-cash transactions

There were two material non-cash transactions during the year: the disposal of the subsidiaries with inventory of £2,900,000 and bank loans of £2,900,000; and the waiver by lenders of loans of £153,000.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009

1              GENERAL INFORMATION

Pathfinder Minerals PLC ('the company') and its former subsidiaries (together 'the group') operated in the property development sector.  During the year the property development subsidiaries were sold and the company restructured as an investing company.

The company is a public limited company listed on the AIM market of the London Stock Exchange and is incorporated and domiciled in the UK.  The address of its registered office is 2nd Floor, 30 Clarendon Road, Watford, WD17 1JJ.

The consolidated financial statements of Pathfinder Minerals PLC for the year ended 31 December 2009 were authorised for issue by the Board on 29 June 2010 and the balance sheets signed on the Board's behalf by Nicholas Trew and James Normand.

2              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been applied consistently to all the years presented unless otherwise stated.

2.1          Basis of preparation

The consolidated financial statements of Pathfinder Minerals PLC have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU), IFRIC Interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group's accounting policies.  The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements have been disclosed as relevant in the notes to the financial statements.

As permitted by section 408 of the Companies Act 2006, a separate income statement for the Company has not been presented in these financial statements. The parent company had a loss of £387,000 for the year ended 31 December 2009 (2008: loss of £9,886,000).

2.1.1       Going concern

These financial statements have been prepared on the going-concern basis, notwithstanding that the Company is forecasting the utilisation of its current cash resources such that further funding, over and above that achieved to date, will be required within the next 12 months.  The validity of using the going-concern basis of accounting turns therefore on the successful raising of additional funds to enable the Company to implement its investing strategy.

Whilst the directors cannot presently be certain as to whether additional funds will be available to the Company at the required time, it is their opinion that it is appropriate for the financial statements to be presented on the going-concern basis.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009 continued...

2.1.2       Adoption of new and revised Accounting Standards    

In the current year, the company has adopted all of the new and revised Standards and Interpretations issued by the Accounting Standards Board that are relevant to its operation and effective and mandatory for the current annual reporting period and there is no material financial impact on the financial statements of the group or the company.

·      IFRS 7 'Financial instruments - Disclosures' (amendment) - effective 1 January 2009. The amendment requires enhanced disclosures about fair value measurement and liquidity risk. In particular, the amendment requires disclosure of fair value measurements by level of a fair value measurement hierarchy.

·      IAS 1 (revised) 'Presentation of financial statements' - effective 1 January 2009. The revised standard prohibits the presentation of items of income and expenses (that is, 'non-owner changes in equity') in the statement of changes in equity, requiring 'non-owner changes in equity' to be presented separately from owner changes in equity in a statement of comprehensive income. As a result the group presents in the consolidated statement of changes in equity all owner changes in equity, whereas all non-owner changes in equity are presented in the consolidated statement of comprehensive income. Comparative information has been represented so that it also is in conformity with the revised standard. As the change in accounting policy only impacts presentation aspects, there is no impact on earnings per share.

·      IAS 27 (revised, 'Consolidated and separate financial statements' - effective from 1 July 2009. The required standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when the control is lost. Any remaining interest in the equity is re-measured to fair value, and a gain or loss is recognised in profit or loss.

·      IFRS 5 (amendment) 'Non-current assets held for sale and discontinued operations' - The amendment is part of the IASB's annual improvements project published in April 2009. The amendment provides clarification that IFRS 5 specifies the disclosures required in respect of non-current assets (or disposal groups) classified as held for sale or discontinued operations. It also clarifies that the general requirement of IAS 1 still apply, particularly paragraph 15 (to achieve a fair presentation) and paragraph 125 (sources of estimation uncertainty) of IAS 1. The group and company will apply IFRS 5 (amendment) from 1 January 2010. It is not expected to have a material impact on group or company's financial statements.

2.2          Consolidation

Subsidiaries are consolidated from the date at which the Group obtains relevant level of control and are de-consolidated from the date at which control is relinquished.  Subsidiary undertakings are all entities over which the Group has the power to govern the financial and operating policies of the subsidiary and therefore exercise control. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised.

2.3          Trade and other receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets

Trade and other receivables are recognised at fair value subsequently measured at amortised cost using effective interest method, less any appropriate allowance for estimated irrecoverable amounts.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009 continued...

2.4          Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and other short term highly liquid deposits with original maturities of three months or less.

Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

2.5          Share capital

Ordinary shares of the company are classified as equity. Mandatorily redeemable preference shares and other classes of share where an obligation exists to transfer economic benefits are classified as liabilities.

2.6          Trade payables

Trade payables are recognised initially at fair value and are subsequently measured at amortised cost using the effective interest method. As the payment period of trade payables is short future cash payments are not discounted as the effect is not material.

2.7          Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred.  Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period.

2.8          Compound financial instruments

Compound financial instruments issued by the group comprise convertible loan stock that can be converted to share capital at the option of the holder.

The liability component of a compound financial instrument is recognised initially at the fair value of a similar liability that does not have an equity conversion option.  The equity component is recognised initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component.  Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method.  The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.

2.9          Share based payments

The group engages in some equity settled arrangements where the group receives services from suppliers and this is compensated with equity instruments of the company.

The fair value of the services received from suppliers is received in exchange for the grant of the warrants which is recognised as an expense.

When the warrants are exercised, the company issues new shares.  The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the warrants are exercised.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009 continued...

2.10        Taxation

The tax expense for the year represents the total of current taxation and deferred taxation.  The charge in respect of current taxation is based on the estimated taxable profit for the year.  Taxable profit for the year is based on the profit as shown in the income statement, as adjusted for items of income or expenditure which are not deductible or chargeable for tax purposes.  The current tax liability for the year is calculated using tax rates which have either been enacted or substantially enacted at the balance sheet date.

Deferred tax is provided in full, using the liability method on temporary differences arising between the tax base of assets and liabilities and their carrying values in the financial statements.  The deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination the time of the transaction affects neither accounting nor taxable profit or loss.  Deferred tax is determined using tax rates which have been enacted or substantially enacted at the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

2.11        Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the group's activities.  Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the group's activities.  The group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

The revenue recognised was from the discontinued operations. The new investing activity did not generate any revenue during the year.

3              CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of financial information in accordance with generally accepted accounting practice, in the case of the Group using International Financial Reporting Standards as adopted by the European Union, requires the directors to make estimates and judgements that affect the reported amount of assets, liabilities, income and expenditure and the disclosures made in the financial statements.  Such estimates and judgements must be continually evaluated based on historical experience and other factors, including expectations of future events.

Details of accounting estimates and judgements that have the most significant effect on the amounts recognised in the financial statements have been disclosed under the relevant note or accounting policy for each area where disclosure is required.

Judgements made by management in the application of IFRS that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the year are discussed in the notes.

4              SEGMENTAL REPORTING

The Group's results arise solely from property development activities carried out in the U.K. which declined throughout the period and were discontinued with the sale of the subsidiaries on 21 December 2009.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009 continued...

5              LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION

Loss on ordinary activities before taxation is stated after charging:

		2009		2008
		£'000		£'000
Depreciation of property, plant and equipment		-		15
Auditor's remuneration:
-       audit services		10		15
-       other services		15		33
Goodwill written off		-		154

And after crediting:

Revenue: rent and similar income receivable from investment properties

9

70

Revenue comprises gross rental income and service charges receivable from investment properties and is derived from activities undertaken in the United Kingdom.

6              OTHER INCOME

Waiver of loans by lenders		153		-
Interest on cash and cash equivalents		1		19
		154		19

7              FINANCE COSTS

Interest on interest-bearing loans and borrowings

83

385

8              DIRECTORS' EMOLUMENTS AND INTERESTS

Fees and salaries		16		156
Emoluments of the highest paid director		6		56

No pension contributions were paid in respect of any director.

The following table shows the remuneration of directors for the years ended 31 December 2009 and 2008.  No benefits in kind, bonuses or share-based payments were made in either year.

Edward Azouz		-		56
Jeffrey Azouz		-		6
Victor Lipien		-		13
John Guy Davies		6		25
Gerard Lee		2		56
Nicholas Trew		6		-
James Normand		2		-
Mark Edmonds		-		-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009 continued...

9              EMPLOYEES

The average number of employees, excluding the executive directors, employed by the Group during the year was 2 (2008: 2).  Salaries and social security costs amounted to £69,000 (2008: £48,000) and £7,000 (2008: £19,000) respectively.

Key management compensation solely relates to the directors' emoluments as disclosed in note 8.

10           TAXATION

		2009		2008
		£'000		£'000
Loss on ordinary activities before tax		(387)		(9,668)
Loss on ordinary activities multiplied by the standard rate of corporation tax 28% (2008 - 28%)		(108)		(2,755)
Effects of:
Expenses not deductible for tax purposes		28		44
Unrelieved tax losses carried forward		80		3,044
Taxation charge for the year		0		333

No deferred tax asset has been recognised in respect of the discontinued activity of property development.

11           EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the year.

		2009		2008
Loss attributable to equity holders of the company		(£387,000)		(£10,001,000)
Weighted average number of ordinary shares in issue during the year		79,971,393		79,971,393
Basic (and diluted) loss per share		(0.5)pence		(12.5) pence

The capital reorganisation took place on 21 December 2009 and so its impact on the average number of shares in issue during the year (both basic and diluted) is negligible.  Accordingly the earnings per share calculation is expressed in terms of the number of old 10p ordinary shares.

12           INVESTMENTS

On 21 December 2009 the Company subscribed £200,000 for shares of IM Minerals Limited, a company registered in England and Wales, giving it a 4.67% holding in the equity capital of that company.

IM Minerals Limited has interests in titanium oxide mining concessions in the Republic of Mozambique.  The company is unlisted and the valuation is based on original cost, there being, in the directors' opinion, no diminution in valuation between its purchase and the balance sheet date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009 continued...

13           DISPOSAL OF SUBSIDIARIES

At the General Meeting held on 21 December 2009 members passed resolutions to cease trading as a property development business and to approve the sale of all the Company's subsidiaries to Kerrington Limited for a consideration of £4.

The table below shows the aggregate assets and liabilities of the subsidiaries sold.

		£'000
Non-current Assets
Freehold properties		10
		10
Current assets
Receivables		4
Cash at bank		9
Inventory		2,900
		2,913
Liabilities
Payables		23
Bank loan		2,900
		2,923
Net assets		0

14           TRADE AND OTHER RECEIVABLES

		Group				Company
		2009		2008		2009		2008
		£'000		£'000		£'000		£'000
Trade receivables		-		46		-		80
Other receivables		30		305		30		305
		30		351		30		385

15           CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash on hand and demand deposits held at the bank.

16           TRADE AND OTHER PAYABLES

Trade payables		62		-		62		-
Other payables		-		5		-		25
Accruals and deferred income		115		76		115		76
		177		81		177		101

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009 continued...

17           BORROWINGS AND OTHER FINANCIAL INSTRUMENTS

		Group				Company
		2009		2008		2009		2008
		£'000		£'000		£'000		£'000
Current liabilities
Interest-bearing loans and borrowings		-		3,109		-		209
Non-current liabilities
Interest-bearing loans and borrowings		168		-		168		-
		168		3,109		168		209

The group's financial instruments comprise the convertible loan stocks.  The main purpose of these financial instruments is to fund the Group's operations as well as to manage working capital and liquidity.  It is, and has been throughout the period under review, the group's policy not to enter into derivative transactions and no trading in financial instruments has been undertaken.

The convertible loan stocks are convertible into ordinary shares of the company at the option of the holder at any time up to maturity on 26 November 2011.

The liability component of the loan stocks was valued at £168,000 based on the Directors' evaluation of the fair value of a similar liability that does not have an equity conversion option.

In the Directors' view, a similar liability that does not have an equity conversion option would be expected to have a return of 30% based on their assessment of the risk attached to such a loan. 

The loan stocks issued have a return of 8%.  The loan element has therefore been assessed as 8/30 of the total value of the loan stocks, being £135,000.  The equity component, recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component, would be £371,000.

Given the proximity of this value to the nominal value of the shares relating to the loans stocks, being £337,333, for ease of understanding the Directors' have valued the equity element at £337,333 in the financial statements.  The fair value of the liability component of the loan stocks calculated as the difference is then £168,000 as shown above.

The equity component of £337,333 is shown, net of directly attributable expenses of £6,500, in other reserves.

The Directors have assessed the risks relating to the Group's financial instruments as follows:

Interest rate risk

The group previously financed its operations from bank loans and loans from Directors.  In November, the company issued convertible loan stock for £506,000 before expenses. The interest rate payable on the loan stock is 8%.

Liquidity risk

The Company has sufficient cash and cash equivalents to meet its operational requirements.  Since the end of the year the liquidity risk has been greatly reduced because all convertible loan stock holders have opted to convert their loans into shares. See note 22 below

Management of risks

The directors continue to assess the risks facing the company and risks associated with investments

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009 continued...

18           SHARE CAPITAL

During the year the company subdivided, reorganised and consolidated its capital structure.  Each existing 10p share was subdivided and reclassified as one ordinary share of 0.1p each and one deferred share of 9.9p each.  Then every 20,000 ordinary 0.1p shares were consolidated into 1 ordinary share of £20.  These shares were then subdivided into 2,000 ordinary shares of 1p each.

At the same time the authorised share capital was increased from £25,000,000 to £30,000,000 by the creation of 500,000,000 new ordinary shares of 1p each.

		2009			2008
		Number	£		Number	£
Authorised:
Ordinary shares of 10 pence each		-	-		250,000,000	25,000,000
Ordinary shares of 1 penny each		2,208,283,200	22,082,832		-	-
Deferred shares of 9.9 pence each		79,971,393	7,917,168		-	-
		2,288,254,593	30,000,000		250,000,000	25,000,000
Allotted:
Ordinary shares of 10 pence each		-	-		79,971,393	7,997,139
Ordinary shares of 1 penny each		7,997,139	79,971		-	-
Deferred shares of 9.9 pence each		79,971,393	7,917,168		-	-
		87,968,532	7,997,139		79,971,393	7,997,139

In November 2009 £506,000 of loans were made to the Company.  Each 1.5p of these loans was convertible into 1 ordinary shares of 1p each and carried a warrant to subscribe for 1 ordinary share of 1p each at a price of 1.5 pence per share.

Since the year end the whole of the loans have been converted, under the terms of their issue, into an aggregate of 33,733,333 additional ordinary shares of 1p each.  Moreover, warrants to subscribe for 5,200,000 ordinary shares of 1p each have been exercised.

Taken together with the 1,666,677 warrants held by Beaumont Cornish Limited (see note 19 below), there remain unexercised at the date of publication of these accounts warrants to subscribe for 30,200,000 additional 1p shares at a price of 1.5pence per share.

19           SHARE BASED PAYMENTS

Under the terms of its contract for advisory services, the Company granted Beaumont Cornish during the year a warrant to subscribe for 1,666,667 ordinary 1p shares, exercisable at any time up to 26 November 2014 at a price of 1.5p per share.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2009 continued...

20           RELATED PARTY TRANSACTIONS

Edward and Jeffrey Azouz, former directors of the Company, are directors and shareholders of AR & V Investments Limited. At the beginning of the year the loan advance to the Company of £200,000 from AR & V Investments Limited was repaid with interest of £9,000.  During the year, a further £50,000 was advanced by AR & V Investments Limited to the Company and subsequently waived.

Gerard Lee, a director of the Company throughout the year, is a director of Kerrington Limited.  At the beginning of the year Kerrington Limited owed the company £302,000.  During the year, this balance was cleared and £103,000 advanced to the Company.  This loan was subsequently waived.

Kerrington Limited was the purchaser of the Company's subsidiaries (see note 13 above).

In November 2009 Nicholas Trew's pension scheme advanced the Company a loan of £50,000 in the form of convertible loan stock, for which by the end of the year interest of £383 had accrued.

No other related-party transactions occurred during the year.

21           CAPITAL COMMITMENTS

At the year end there are no outstanding capital commitments entered into by the Company.

22           EVENTS AFTER REPORTING PERIOD

Since the year end the whole of the convertible loan stock has been converted into ordinary share capital (see note 18 above).

Note to the announcement:

The financial information set out above does not constitute the Group's statutory accounts for the year ended 31 December 2009, but is derived from those accounts.  Statutory accounts for 2009 have been delivered to the Registrar of Companies in England and Wales. The auditors have reported on the 2009 accounts and whilst their report was unqualified it contains the following emphasis of matter paragraph.

Emphasis of Matter - Going Concern

In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the disclosure made in the Going Concern paragraph within accounting policies and reiterated within the Directors' Report concerning the Company's ability to continue as a going concern.

The Group has incurred a loss in the year of £387,000 and has total net assets as at 31 December 2009 of £42,000.  The Company is forecasting the utilisation of its current cash resources such that further funding, over and above that achieved to date, is required within the next 12 months.  These conditions cast significant doubt about the Company's ability to continue as a going concern in the absence of further funding as disclosed within the Going Concern paragraph within accounting policies and reiterated within the Directors' Report.  The uncertainty surrounding further funding raises doubts concerning whether the Company will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements.  The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.

POSTING OF ACCOUNTS AND ANNUAL GENERAL MEETING

A copy of  the Company's Report and Accounts can be found on the Company's website, www.pathfinderminerals.com and will be posted to shareholders in the next 10 days.

Notice is given that the Annual General Meeting of the Company will be held at the Company's registered office on Friday 6 August 2010 at 11.00 am.

For further information:

Nick Trew, Chairman, Pathfinder Minerals plc on 020 7518 4300

Oliver Rigby, Daniel Stewart & Company Plc on 020 7776 6550

 

END

 

 

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