Update Re. Mozambique Court Proceedings

RNS Number : 7052Z

Pathfinder Minerals Plc

15 December 2014

 



Embargoed: 0700hrs 15 December 2014

Pathfinder Minerals Plc

("Pathfinder" or the "Company")

Update Re. Mozambique Court Proceedings

Maputo Court Confirms Pathfinder Shareholding in CMDN

Pathfinder announces that judgment has been received in respect of the proceedings heard by the Maputo Court on 6 December 2012, at which the Court considered the question of the status of the shareholding of the Company's wholly-owned subsidiary, IM Minerals Limited ("IMM"), in Companhia Mineira de Naburi ("CMDN").

IMM had sought the annulment of certain resolutions purportedly passed at an extraordinary general meeting ("EGM") of CMDN on 9 December 2011 (the "December Resolutions" at the "December EGM"). The December Resolutions purported to dismiss Nicholas Trew and Gordon Dickie as directors of CMDN and to cancel the shares in CMDN previously held by IMM and to reissue them to General Veloso and Diogo Cavaco. The December Resolutions were purportedly passed at the December EGM convened by General Veloso and Diogo Cavaco without the knowledge of IMM.

IMM had previously successfully obtained an interdict suspending the effect of the December Resolutions and has now received judgment in the substantive proceedings seeking their permanent annulment. The Company is pleased to announce that the Maputo Court has granted the annulment sought. In its judgment, the Mozambique Court held that:

·     IMM acquired shareholder status in CMDN through the transfer of shares from other shareholders.

·     In December 2010, registered share certificates representing 399,998 shares (i.e. 99.99 per cent. of the issued share capital) in CMDN were issued and handed over to IMM.

·     CMDN's shares could be held in either registered or bearer form; the argument that only the holders of bearer shares had shareholder status in the Company was rejected by the Court.

·     IMM did not lose its status as a shareholder as a result of General Veloso and Diogo Cavaco's attempts to cancel the shares and reissue them to themselves in December 2011.

·     IMM was therefore a shareholder in CMDN as at December 2011 and had a right to be notified of and to take part in the December EGM. Since IMM was not given notice of the December EGM, the Court annulled the December Resolutions.

·     The Mozambique Court has also confirmed that the judgment of the Mozambique Court given in October 2013, which purported to find that IMM was not a shareholder in CMDN, is not binding on IMM because IMM was not a party to the proceedings.

Speaking after the judgment, Nick Trew, Pathfinder's chief executive said: "Once again the Maputo Courts have confirmed IMM's status as shareholder in CMDN. I would urge General Veloso and Diogo Cavaco to respect the rule of law and to accept the Court's findings so that the parties can resume development of the project for the benefit of the Company, its shareholders and the people of Mozambique."

Enquiries:

Pathfinder Minerals Plc

Nick Trew, Chief Executive

Tel. [phone]

WH Ireland Limited (Nomad and Broker)

Tim Feather or Liam Gribben

Tel: [phone]

Vigo Communications

Ben Simons or Ali Roper

Tel: [phone]

Email: [e-mail] 

Notes to Editors:

Pathfinder Minerals Plc is incorporated in England & Wales and is admitted to trading on the AIM market of the London Stock Exchange.

Companhia Mineira de Naburi S.A.R.L., a subsidiary of Pathfinder Minerals, was issued mining concession licences 760C and 4623C on 13 September 2004 and 13 July 2011 respectively, each for a period of twenty-five years. Taken together, these mining concessions cover approximately 32,000 hectares of land on the Indian Ocean coast of the Zambezia province of Mozambique, known to contain the heavy minerals, ilmenite, rutile and zircon.

As announced on 3 February 2012, ownership of these licences is being disputed.

 

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