Issue of Equity

RNS Number : 8213E

Pathfinder Minerals Plc

23 October 2018

 

23 October 2018

Pathfinder Minerals Plc

("Pathfinder" or the "Company")

Subscription and Directors' Dealings

Pathfinder announces that it has conditionally raised £150,000 via a subscription for 11,111,106 new ordinary shares of 0.1p each in the capital of Company ("Ordinary Shares") (the "Subscription Shares") at a price of 1.35p per share (the "Subscription Price") with new and existing investors (the "Subscription"), including certain Directors. The proceeds from the Subscription are to be utilised for general working capital purposes and are expected to provide the Company with sufficient working capital to operate through the first quarter 2019.

The Subscription Price represents a premium of approximately 6 per cent over the middle market closing price of the Company's Ordinary Shares on 22 October 2018 (the latest practicable date prior to this announcement) of 1.275p per share.

Pursuant to the Subscription, the Company will issue to the holders of the Subscription Shares one warrant to subscribe for one new Ordinary Share for every Subscription Share subscribed for by them with an exercise price of 1.75p (the "Warrants"), exercisable for a period of three years from the date of the admission to trading on AIM ("Admission") of the Subscription Shares. The Subscription is conditional only on Admission.

Simon Farrell, Non-Executive Co-Chairman, and Scott Richardson Brown, Chief Executive Officer, have each subscribed for 1,851,851 Subscription Shares and, accordingly, will each also be issued 1,851,851 Warrants on Admission. Mr Farrell and Mr Richardson Brown will each be interested in 0.7 per cent of the Company's issued share capital following the issue of the Subscription Shares and the Fee Shares (see below).

Additionally, the Company will issue 6,000,000 new Ordinary Shares to satisfy fees for certain UK corporate services to a non-related party (the "Fee Shares").

The Subscription Shares and the Fee Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares.

The Company will apply for Admission of the Subscription Shares and the Fee Shares and this is expected to take place on or around 2 November 2018. Following Admission, the Company's issued share capital will consist of 272,930,288 Ordinary Shares with no Ordinary Shares held in treasury. Therefore, the above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Pathfinder under the FCA's Disclosure Guidance and Transparency Rules.

Related Party Transaction

As Directors of the Company, the participation of Mr Farrell and Mr Richardson Brown in the Subscription is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, Sir Henry Bellingham, being the independent Director in relation to the Directors' participation in the Subscription, considers, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, that the terms of the Directors' participation in the Subscription are fair and reasonable insofar as the Company's shareholders are concerned.

Scott Richardson Brown, Chief Executive Officer, commented:

"The new management team continues to work on potential licence recovery solutions including through renewed dialogue with the relevant parties. The timing or outcome of the process cannot currently be estimated; however, the board's objective is to deliver a resolution as expeditiously as circumstances permit.  At the same time, we are continuing to keep the cost base low and to take out any unnecessary costs where possible. Barring unforeseen circumstances, the Subscription is expected to provide the Company with sufficient working capital to operate through the first quarter of next year."

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

Enquiries:     

Pathfinder Minerals Plc

Scott Richardson Brown, Chief Executive Officer

Tel. [phone]

Strand Hanson Limited (Nominated & Financial Adviser and Broker)

James Spinney / Ritchie Balmer / Jack Botros

Tel. [phone]

Vigo Communications (Public Relations)

Ben Simons or Kate Rogucheva

Tel. [phone]

Email. [e-mail]

PDMR Notifications

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.     Simon Farrell 2.     Scott Richardson Brown
2.	Reason for the Notification
a)	Position/status	1.     Non-Executive Co-Chairman 2.     Chief Executive Officer
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pathfinder Minerals PLC
b)	LEI	2138009YG6AG3K86TN77
4.	Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary shares of 0.1p each
	Identification code	GB00BYY0JQ23
b)	Nature of the Transaction	Subscription for ordinary shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1. 1.35 pence 2. 1.35 pence 1,851,851   1,851,851
d)	Aggregated information Aggregated volume price	N/A
e)	Date of the transaction	22 October 2018
f)	Place of the transaction	AIM (LSE)

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.     Simon Farrell 2.     Scott Richardson Brown
2.	Reason for the Notification
a)	Position/status	1.     Non-Executive Co-Chairman 2.     Chief Executive Officer
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pathfinder Minerals PLC
b)	LEI	2138009YG6AG3K86TN77
4.	Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Warrants to subscribe for ordinary shares of 0.1p each
	Identification code	GB00BYY0JQ23
b)	Nature of the Transaction	Issue of warrants to subscribe for ordinary shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1. 1.75 pence 2. 1.75 pence 1,851,851   1,851,851
d)	Aggregated information Aggregated volume price	N/A
e)	Date of the transaction	22 October 2018
f)	Place of the transaction	AIM (LSE)

 

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