Result of GM / Issue of Equity

RNS Number : 5301M

Pathfinder Minerals Plc

11 May 2020

 

11 May 2020

Pathfinder Minerals Plc

("Pathfinder" or the "Company")

Result of General Meeting,

Corporate Update,

Issue of Equity,

Appointment of Corporate Broker,

Board Role Change

&

Grant of Share Options

Result of General Meeting

Pathfinder announces that at a General Meeting held earlier today all resolutions were passed by way of a poll. 

Corporate Update

The Board remains of the view that a negotiated outcome in respect of Mining Concession 4623C (the "Licence") in which all interested parties are involved is likely to lead to the optimum solution for shareholders. The Board has an open dialogue with the Veloso family, who appear committed to working towards a commercial resolution of the contested Licence. 

In addition, the Chinese company that the Board understands holds the balance of the shares in the current licence holder (Pathfinder Moçambique S.A.) had indicated that its chairman would be available for a round table meeting at the end of March/early April. Unfortunately, due to the intervention of COVID-19, all travel plans are currently on hold.  Once travel restrictions are sufficiently lifted, it is the Board's intention to convene a meeting of all stakeholders with the intention of finalising a resolution of this long running dispute.

In the interim, discussions continue with prospective third party technical and financial partners, whose participation will be critical once the terms of a resolution are agreed.

Issue of Equity

Pathfinder is pleased to announce that it has raised gross proceeds of £250,000 via a placing and subscription for 25,000,000 new ordinary shares of 0.1p each in the Company ("Ordinary Shares") at a price of 1p per share (the "Fundraise"), which represents a premium of approximately 8 percent to the closing mid-market share price on 7 May 2020. The net proceeds will provide the Company with additional working capital to pursue the recovery of an interest in the Licence, as well as for general working capital purposes. When added to the convertible loan notes instrument announced on 3 April 2020, the Board believes the Company should have sufficient funds on its current cost basis to continue operations into 2021. 

Admission to trading on AIM

The Company will apply for the admission of the 25,000,000 new Ordinary Shares to be issued pursuant to the Fundraise (the "Fundraise Shares") to trading on AIM and this is expected to take place on or around 29 May 2020 ("Admission").

Following Admission, the Company's issued share capital will consist of 343,685,370 Ordinary Shares with no Ordinary Shares held in treasury. Therefore, the above figure of 343,685,370 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 and Transparency Rules.

Richard Jennings, who, together with his related parties, Align Research and C. A. Jennings, currently hold a total of 9.1 percent of the Company's issued share capital, has agreed to subscribe for 5,000,000 Fundraise Shares. Following Admission of all the Fundraise Shares, Align Research and related party - R. S. and C. A. Jennings, will have an enlarged shareholding of 34,000,000 Ordinary Shares, representing 9.9 percent of the enlarged issued share capital.

Issue of Warrants

Pursuant to the Fundraise, the Company has also issued to the recipients of the Fundraise Shares one warrant to subscribe for one new Ordinary Share for every Fundraise Share with an exercise price of 1.5p (the "Warrants"), exercisable for a period of two years from the date of the admission to trading on AIM of the Fundraise Shares.

Appointment of Corporate Broker

Novum Securities Limited has been appointed as corporate broker to Pathfinder with immediate effect.  

Broker Warrants

In connection with the Fundraise, the Company has agreed to issue Novum Securities Limited warrants over 1,800,000 Ordinary Shares valid for two years from the date of issue, being Admission, which shall give Novum Securities Limited the right to acquire 1,800,000 Ordinary Shares of the Company at 1.5p per Ordinary Share. A further 200,000 warrants will be issued to another corporate advisor in relation to the Fundraise on the same terms. 

Board Role Change

Dennis Edmonds, currently a non-executive director of the Company, has agreed to take on the role of Chief Executive Officer with immediate effect. John Taylor will remain on the Board as a non-executive director.

This Board change reflects the key role Dennis Edmonds is playing in relation to progressing both the recovery of an interest in the Licence and in assessing wider commercial opportunities for the Company.

Grant of Share Options

The Company has granted an aggregate of 19,000,000 options over the Ordinary Shares to Dennis Edmonds, Sir Henry Bellingham and John Taylor (the "Director Options"). 5,000,000 options previously awarded, but not yet vested, to John Taylor, as announced on 4 July 2019, will be cancelled. 1,500,000 options provisionally awarded to Dennis Edmonds, but not yet issued, as announced on 2 August 2019, will not be issued.

A total of 4,000,000 options previously awarded to Sir Henry Bellingham will also be cancelled. This is made up of 2,750,000 options announced by the Company on 16 November 2016 and 1,250,000 options announced by the Company on 21 September 2018. Further details of the Director Options are set out below:

Director	No. of options Granted	Exercise Price	Expiry	Total No. of Options Held
Dennis Edmonds	10,000,000	1.25p	11 May 2022	10,000,000
John Taylor	5,000,000	1.25p	11 May 2022	7,500,000
Sir Henry Bellingham	4,000,000	1.25p	11 May 2022	6,000,000

The issue of the Director Options will result in a holding by the Board of the Company of, in aggregate,

23,500,000 share options in the Company, representing 6.4 percent of the issued share capital following Admission of the Fundraise Shares and assuming exercise of the Director Options. Sir Henry Bellingham also owns 1,212,121 warrants to subscribe for ordinary shares in addition to the share options outlined above.

Dennis Edmonds, Chief Executive Officer of Pathfinder, commented:

"It is very encouraging that it now appears to be feasible to facilitate an outcome in which all interested parties are involved. The fact that all parties have indicated a willingness to achieve a commercial settlement is very positive. It is unfortunate that this positive development has occurred almost simultaneously with the outbreak of COVID-19, putting travel plans on hold. Whilst we cannot guarantee that an agreement will ultimately be reached that satisfies all parties, the fact that we appear able to achieve face-to-face communications - once travel restrictions are lifted - gives us hope that a resolution may be achievable in the not very distant future.

The Board appreciates the support of investors who have participated in this premium Fundraise. Alongside the convertible loan instruments announced last month, the Company is well placed to pursue a final resolution with added momentum and vigour ."

Enquiries: 

Pathfinder Minerals Plc

Dennis Edmonds, Chief Executive Officer

Tel. [phone]

Strand Hanson Limited (Nominated & Financial Adviser)

James Spinney / Ritchie Balmer / Jack Botros

Tel. [phone]

Vigo Communications (Public Relations)

Ben Simons / Simon Woods

Tel. [phone]

Email. [e-mail]

Novum Securities Limited (Corporate Broker)

Colin Rowbury / Jon Belliss

Tel. [phone]

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").

 

END

 

 

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