Final Results

Pathfinder Minerals Plc

25 May 2023

 

25 May 2023

Pathfinder Minerals Plc

("Pathfinder" the "Company")

Final Results for the Year Ended 31 December 2022

Pathfinder reports its audited financial results for the year ended 31 December 2022. The full annual report including, all notes to the accounts, will be posted to shareholders on 26 May 2023, and is available on the Company's website at www.pathfinderminerals.com.

Dennis Edmonds, Chairman, commented:

"Following the completion of the disposal of IM Minerals Limited, which the Company expects imminently, Acumen Advisory Group LLC will have a binding agreement with the Company to progress the claim against the Government of Mozambique. If the claim is successful, Pathfinder stands to receive a substantial contingent payment. While that process is underway, assuming completion of the disposal, Pathfinder will be well funded to pursue other opportunities to achieve value creation for shareholders."

Enquiries:

Pathfinder Minerals Plc

Peter Taylor, Chief Executive Officer

Tel. [phone]

Strand Hanson Limited (Nominated & Financial Adviser and Broker)

James Spinney / Ritchie Balmer / Abigail Wennington

Tel. [phone]

Vigo Consulting (Public Relations)

Ben Simons / Kate Kilgallen

Tel. [phone]

Email [e-mail]

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").

Chairman's Statement

for the Year Ended 31 December 2022

Introduction and principal activities

The Group's activities during 2022 continued to focus on preparing the Company to bring a claim against the Government of Mozambique, under the Mozambique-United Kingdom Bilateral Investment Treaty (2004) (the "Treaty"), for its role in facilitating the expropriation of Mining Concession 4623C (the "Licence") from the Company in 2011 through a transfer which the Board believes was unlawful (the "Claim"). This culminated in the signing in September 2022 of an option agreement for the sale of IM Minerals Limited ("IMM"), a wholly owned subsidiary of Pathfinder, and, with it, the rights to bring the Claim.

Alongside this, the Board has continued to review additional commercial opportunities across several minerals and geographies which, if pursued, would offer shareholders multiple avenues for potential value creation.

Preparations to bring or monetise a claim

Since the receipt in December 2020 of a legal opinion that, subject to the interpretation of the facts and applicable laws as they are currently known to the Board and Counsel, there is a 55-60 percent prospect of establishing liability on the part of the Government of Mozambique in a BIT claim under Article 2(2) and 2(3) of the Treaty, the Board had set about undertaking the various workstreams to prepare to bring or monetise the Claim.

As part of the Company's preparatory procedures, the Board commissioned, during 2021, Versant Partners LLC ("Versant") to undertake an analysis of the valuation of Pathfinder's potential claim. Whilst the detail behind the valuation remains legally privileged, the Versant analysis assesses a range of successful scenarios with valuation ranges from a minimum of US$110m for an ex-ante damages award through to US$1,500m for an ex-post damages award. The Versant valuation supports the US$621.3m of estimated losses, detailed in the Company's 12 April 2021 announcement, that has been notified to the government of Mozambique.

In September 2022, the Company entered into an option agreement with Acumen Advisory Group LLC ("Acumen" or "AAG"), an asset recovery specialist incorporated in Delaware, USA, with a track record of international claim enforcement, under which the Company granted Acumen an exclusive option to acquire IMM and therefore the rights to bring the Claim.

Following the end of the financial year, on 1 February 2023, Pathfinder announced that Acumen had sought to exercise its rights under the Option and, at a general meeting of shareholders of the Company held on 11 May 2023, shareholders voted to proceed with the disposal of IMM and therefore the Claim (the "Disposal"). Under the terms of the Sale and Purchase Agreement (the "SPA") entered into with Acumen, the Company expects to receive imminently, an initial cash payment of £2 million and subsequently a further payment being the greater of US$24 million or 20% of the aggregate amount (including deferred or conditional payments) subject to, and payable on, settlement or determination of the Claim, less expenses. Further details on the Disposal, including the payment mechanism, and associated risk factors, are detailed in the circular posted to shareholders on 21 April 2023.

Company strategy

Following the completion of the Disposal, the Company will cease to own, control, or conduct all, or substantially all, of its existing business activities or assets. Accordingly, upon completion of the Disposal, the Company will be classified as an AIM Rule 15 cash shell and, as such, will be required to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 (or seek re-admission as an investing company (as defined under the AIM Rules)), on or before the date falling six months from completion of the Disposal, failing which the Company's Ordinary Shares would be suspended from trading on AIM pursuant to AIM Rule 40. Admission of the Company's Ordinary Shares to trading on AIM would be cancelled six months from the date of suspension should the Company not complete such a transaction during this time.

Until such time as the £2 million has been received by the Company, the Disposal will not complete and the Company will not be classified as an AIM Rule 15 cash shell.

The Board is continuing to evaluate opportunities in the sectors it considers appropriate, seeking to identify one or more projects or assets suitable for acquisition from which the Board believes it can unlock unrealised value for shareholders in the near-term.

Any reverse takeover transaction will require the publication of an AIM Rules compliant admission document and will be subject to shareholder approval at a further general meeting of the Company to be convened at the appropriate time.

Financial results and current financial position

The audited financial statements of the Pathfinder Group for the year ended 31 December 2022 follow later in this report.

The Income Statement for the period ended 31 December 2022 reflects a loss of £376k (period ended 31 December 2021: £367k). The Group's Statement of Financial Position shows total assets at 31 December 2022 of £59k (31 December 2021: £384k); the assets were held largely in the form of cash deposits of £46k (31 December 2021: £365k).

Board changes

Jonathan Summers retired as a non-executive director of the Company on 30 June 2022. The Board is grateful to Mr Summers for his contribution to the Company.

Outlook

Following the completion of the Disposal, which the Company expects imminently, Acumen will have a binding agreement with the Company to progress the Claim. If the Claim is successful, the Company stands to receive a substantial contingent payment. While that process is underway, assuming completion of the Disposal, Pathfinder will be well funded and able to pursue other opportunities which offer shareholders multiple avenues for value creation.

Dennis Edmonds

Chair

25 May 2023

Consolidated Statement of Comprehensive Income

for the Year Ended 31 December 2022

	Note	Year ended 31 December 2022	Year ended 31 December 2021
		£'000	£'000
CONTINUING OPERATIONS
Revenue		-	-
Administrative expenses	3, 4	(376)	(367)
OPERATING LOSS		(376)	(367)
LOSS BEFORE INCOME TAX		(376)	(367)
Income tax	5	-	-
LOSS FOR THE YEAR		(376)	(367)
Total comprehensive loss for the year attributable to equity holders of the parent		(376)	(367)
Loss per share from continuing operations in pence per share:	7
Basic and diluted		(0.07)	(0.07)

Consolidated Statement of Financial Position

for the Year Ended 31 December 2022

	Note	Year ended 31 December 2022	Year ended 31 December 2021
		£'000	£'000
NON-CURRENT ASSETS
Investments	8	-	-
CURRENT ASSETS
Trade and other receivables	9	13	19
Cash and cash equivalents	10	46	365
TOTAL ASSETS		59	384
EQUITY AND LIABILITIES
Capital and reserves attributable to equity holders of the Company:
Share capital	11	18,717	18,716
Share premium	11	14,239	14,234
Share based payment reserve		162	199
Warrant reserve		104	255
Accumulated deficit		(33,357)	(33,169)
TOTAL EQUITY		(135)	235
CURRENT LIABILITIES
Trade and other payables	12	114	149
Borrowings	13	80	-
TOTAL LIABILITIES		194	149
TOTAL EQUITY AND LIABILITIES		59	384

The financial statements were approved for issue by the Board of Directors on 25 May 2023 and were signed on its behalf by:

Dennis Edmonds

Director

Consolidated Statement of Changes in Equity

for the Year Ended 31 December 2022

	Called up share capital	Share premium	Share based payment reserve	Warrant reserve	Accumulated deficit	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 January 2021 as previously stated	18,584	13,685	184	253	(32,831)	(125)
Prior year adjustment	-	-	-	-	-	-
Balance at 1 January 2021 as restated	18,584	13,685	184	253	(32,831)	(125)
Loss for the year	-	-	-	-	(367)	(367)
Total comprehensive loss for the year	-	-	-	-	(367)	(367)
Issue of share capital	132	599	-	-	-	731
Cost of share issue	-	(41)	-	-	-	(41)
Share based payments	-	(9)	15	2	29	37
Balance at 31 December 2021	18,716	14,234	199	255	(33,169)	235
Loss for the year	-	-	-	-	(376)	(376)
Total comprehensive loss for the year	-	-	-	-	(376)	(376)
Issue of share capital	1	5	-	-	-	6
Cost of share issue	-	-	-	-	-	-
Share based payments	-	-	(37)	(151)	188	-
Balance at 31 December 2022	18,717	14,239	162	104	(33,357)	(135)

Consolidated Statement of Cash Flows

for the Year Ended 31 December 2022

	Note	Year ended 31 December 2022	Year ended 31 December 2021
		£'000	£'000
Cash flows from operating activities
Loss before tax		(376)	(367)
Adjustments for:
Share-based payments		-	35
PAYE/NI provision written back		-	(140)
Net cash flow from operating activities before changes in working capital		(376)	(472)
Changes in working capital:
Decrease in trade and other receivables	9	6	15
Decrease in trade and other payables	12	(35)	(61)
Net cash flow used in operating activities		(405)	(518)
Cash flow from financing activities
Proceeds arising as a result of the issue of ordinary shares		6	720
Costs related to issue of ordinary share capital		-	(28)
Proceeds of borrowings	13	80	-
Net cash flow from financing activities		86	692
Net increase in cash and cash equivalents in the year		(319)	174
Cash and cash equivalents at beginning of the year		365	191
Cash and cash equivalents at end of the year		46	365

Details of material non-cash transactions are set out in note 17.

Company Statement of Financial Position

for the Year Ended 31 December 2022

	Note	Year ended 31 December 2022	Year ended 31 December 2021
		£'000	£'000
NON-CURRENT ASSETS
Investments	8	-	-
CURRENT ASSETS
Trade and other receivables	9	13	19
Cash and cash equivalents	10	46	365
TOTAL ASSETS		59	384
EQUITY AND LIABILITIES
Capital and reserves attributable to equity holders of the Company:
Share capital	11	18,717	18,716
Share premium	11	14,239	14,234
Share based payment reserve		162	199
Warrant reserve		104	252
Accumulated deficit		(33,357)	(33,169)
TOTAL EQUITY		(135)	235
CURRENT LIABILITIES
Trade and other payables	12	114	149
Borrowings	13	80	-
TOTAL LIABILITIES		194	149
TOTAL EQUITY AND LIABILITIES		59	384

The Company has taken exemptions allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The loss after tax of the parent Company for the year was £376k (2021: £367k).

The financial statements were approved and authorised for issue by the Board of Directors on 25 May 2023 and were signed on its behalf by:

Dennis Edmonds
Director

Company Statement of Changes in Equity

for the Year Ended 31 December 2022

	Called up share capital	Share premium	Share based payment reserve	Warrant reserve	Accumulated deficit	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 January 2021 as previously stated	18,584	13,685	184	253	(32,831)	(125)
Prior year adjustment	-	-	-	-	-	-
Balance at 1 January 2021 as restated	18,584	13,685	184	253	(32,831)	(125)
Loss for the year	-	-	-	-	(367)	(367)
Total comprehensive loss for the year	-	-	-	-	(367)	(367)
Issue of share capital	132	599	-	-	-	731
Cost of share issue	-	(41)	-	-	-	(41)
Share based payments	-	(9)	15	2	29	37
Balance at 31 December 2021	18,716	14,234	199	255	(33,169)	235
Loss for the year	-	-	-	-	(376)	(376)
Total comprehensive loss for the year					(376)	(376)
Issue of share capital	1	5	-	-	-	6
Share based payments	-	-	(37)	(151)	188	-
Balance at 31 December 2022	18,717	14,239	162	104	(33,357)	(135)

Company Statement of Cash Flows

for the Year Ended 31 December 2022

	Note	Year ended 31 December 2022	Year ended 31 December 2021
		£'000	£'000
Cash flows from operating activities
Loss before tax		(376)	(367)
Adjustments for:
Share-based payments		-	35
PAYE/NI provision written back		-	(140)
Net cash flow from operating activities before changes in working capital		(376)	(472)
Changes in working capital:
Decrease in trade and other receivables	9	6	15
Decrease in trade and other payables	12	(35)	(61)
Net cash flow used in operating activities		(405)	(518)
Cash flow from financing activities
Proceeds arising as a result of the issue of ordinary shares		6	720
Costs related to issue of ordinary share capital		-	(28)
Proceeds of borrowings	13	80	-
Net cash flow from financing activities		86	692
Net increase in cash and cash equivalents in the year		(319)	174
Cash and cash equivalents at beginning of the year		365	191
Cash and cash equivalents at end of the year		46	365

Details of material non-cash transactions are set out in note 17.

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2022

1.            ACCOUNTING POLICIES

General information

Pathfinder Minerals Plc is a public limited company, quoted on AIM and is incorporated, registered and domiciled in England.

The Company's registered office is 35 Berkeley Square, London, England, W1J 5BF.

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IASs) and with those parts of the Companies Act 2006 applicable to companies reporting under IASs. The financial statements have been prepared under the historical cost convention. The functional and presentational currency of the Company is Pound Sterling.

New standards, amendments and interpretations adopted by the Company

At the date of authorisation of these financial statements, the following standards and interpretations relevant to the Company and which have not been applied in these financial statements, were in issue but were not yet effective.

Standard	Effective date, annual period beginning on or after
IAS 1 - Presentation of Financial Statements	1 January 2023
IFRS 17 - Insurance Contracts	1 January 2023
IAS 8 amendments - Definition of accounting estimates	1 January 2023
Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction	1 January 2023
Classification of Liabilities as Current or Non-Current: Amendments to IAS 1	1 January 2023

The adoption of these standards is not expected to have any material impact on the financial statements of the Company.

Going concern

The Directors maintain cash flow forecasts looking ahead for periods not less than 12 months. As at the reporting date, the Company's cash balance was £46k (2021: £365k).

As at the date of approval of the financial statements, the cash flow forecast indicates that the Company has sufficient financial resources for at least the next 12 months, however, this is predicated on the receipt of £2 million consideration from AAG in respect of the disposal of the Company's 100%-owned subsidiary, IM Minerals Limited. The Board therefore considers that this is a material uncertainty which may cast significant doubt about the Group's and the Company's ability to continue as a going concern.

Taking into consideration the Board's expectation that these funds will be received imminently, the Group's merits and the Board's track record in raising additional funding, the Board, has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the next 12 months. Based on the Group's current expenditure plans, in the absence of receipt of the £2 million consideration from AAG, and without further funding being raised, the Group is funded up to October 2023.

The Board considers this period of assessment to be appropriate because it contextualises the Company's financial position, business model and strategy.

Notwithstanding the above, the directors consider the Group and the Company to be a going concern and therefore have prepared these financial statements on a going concern basis.

Basis of consolidation

Although the Company's direct subsidiary as at 31 December 2022, IM Minerals Limited holds 99.9% of the issued share capital of Companhia Mineira de Naburi SARL, which in turn holds 99.8% of the issued share capital of Sociedade Geral de Mineracao de Moçambique SARL, events in 2011 indicated that the Company does not control either of these Moçambique-domiciled companies group companies; neither has it been possible to obtain the statutory registers or audited accounts for them; accordingly, these financial statements consolidate the financial statements of IM Minerals Limited only. IM Minerals Limited is a dormant intermediate holding company registered in England & Wales.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are considered in arriving at the operating result.

Employee benefit costs

The Group makes available a defined contribution pension scheme to eligible employees. Any contributions paid to the Group's pension scheme are charged to the income statement in the period to which they relate.

Equity instruments and reserves description

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

Ordinary shares are classified as equity.

Deferred shares are classified as equity but have restricted rights such that they have no economic value.

Share capital account represents the nominal value of the ordinary and deferred shares issued.

The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Share based payment reserve represents equity-settled share-based employee remuneration until such share options are exercised.

Warrant reserve represents equity-settled share-based payments until such share warrants are exercised.

Share-based payments

Where equity settled share options or warrants are awarded, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period.  Non-market vesting conditions are considered by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.

Financial instruments

Trade and other receivables

Trade receivables are measured at initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method. Trade and other receivables are accounted for at original invoice amount less any provisions for doubtful debts.  Provisions are made where there is evidence of a risk of non-payment, considering the age of the debt, historical experience and general economic conditions.  If a trade debt is determined to be uncollectable, it is written off, firstly against any provisions already held and then to the statement of comprehensive income.  Subsequent recoveries of amounts previously provided for are credited to the statement of comprehensive income.

Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss in accordance with the expected credit loss model under IFRS 9. For trade and other receivables which do not contain a significant financing component, the Company applies the simplified approach. This approach requires the allowance for expected credit losses to be recognised at an amount equal to lifetime expected credit losses. For other debt financial assets, the Company applies the general approach to providing for expected credit losses as prescribed by IFRS 9, which permits for the recognition of an allowance for the estimated expected loss resulting from default in the subsequent 12-month period. Exposure to credit loss is monitored on a continual basis and, where material, the allowance for expected credit losses is adjusted to reflect the risk of default during the lifetime of the financial asset should a significant change in credit risk be identified.

The majority of the Company's financial assets are expected to have a low risk of default. A review of the historical occurrence of credit losses indicates that credit losses are insignificant due to the size of the Company's clients and the nature of its activities. The outlook for the natural resources industry is not expected to result in a significant change in the Company's exposure to credit losses. As lifetime expected credit losses are not expected to be significant the Company has opted not to adopt the practical expedient available under IFRS 9 to utilise a provision matrix for the recognition of lifetime expected credit losses on trade receivables. Allowances are calculated on a case-by-case basis based on the credit risk applicable to individual counterparties.

Trade and other payables

Trade and other payables are held at amortised cost which equates to nominal value.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions and liquid investments generally with maturities of 3 months or less.  They are readily convertible into known amounts of cash and have an insignificant risk of changes in values.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the period.  Taxable profit differs from the net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible.  The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Provisions

Provisions are recognised when the Company has a present obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.  The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation.

Critical accounting estimates  and judgements

The preparation of financial information in accordance with generally accepted accounting practice, in the case of the Group using IFRSs, 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.

Valuation of share-based payments to employees

The Company estimates the expected value of share-based payments to employees and this is charged through the income statement over the vesting period.  The fair value is estimated using the Black Scholes valuation model which requires a number of assumptions to be made such as level of share vesting, time of exercise, expected length of service and employee turnover and share price volatility.  This method of estimating the value of share-based payments is intended to ensure that the actual value transferred to employees is provided for by the time such payments are made.

2.            SEGMENTAL REPORTING

The Group has one activity only. The whole of the value of the Group's and the Company's net assets in their respective financial statements at 31 December 2022 and 2021 was attributable to UK assets and liabilities.

3.            OPERATING LOSS

Group and Company

	2022	2021
	£'000	£'000
Loss from operations has been arrived at after charging:
Directors' Remuneration	124	102
Share based payment charge	-	36
Legal Fees	4	38
Nomad Fees	50	83
Fees payable to the Company's auditor for the audit of the Group and Company's financial statements	22	27

4.            EMPLOYEES AND DIRECTORS

The average number of persons employed by the Company in the financial year (including directors that receive remuneration) was 5 (2021: 5).

The highest paid director during the year received £62,000 (2021: 57,000).

The following tables set out and analyse the remuneration of directors for the years ended 31 December 2022 and 2021.

For the year ended 31 December 2022:

	Salary	Fees	Total emoluments	Contribution to Pension schemes	Share Based Payments	Total remuneration
	£'000	£'000	£'000	£'000	£'000	£'000
Dennis Edmonds	30	-	30	-	-	30
Peter Taylor	60	-	60	2	-	62
Mark Gasson	-	25	25	-	-	25
Jonathan Summers	7	-	7	-	-	7
	97	25	122	2	-	124

For the year ended 31 December 2021:

	Salary	Fees	Total emoluments	Contribution to Pension schemes	Share Based Payments	Total remuneration
	£'000	£'000	£'000	£'000	£'000	£'000
John Taylor	6	-	6	-	-	6
Dennis Edmonds	30	-	30	-	-	30
Peter Taylor	51	-	51	1	5	57
Mark Gasson	-	15	15	-	8	23
Jonathan Summers	-	-	-	-	11	11
	87	15	102	1	24	127

No share options were exercised by the directors, and no shares were received or receivable by any director in respect of qualifying services under a long-term incentive scheme.

5.            INCOME TAX

The charge for the year is made up as follows:

	2022	2021
	£'000	£'000
Current tax	-	-
Tax charge for the year	-	-

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2022 nor for the year ended 31 December 2021. No deferred tax asset has been recorded on tax losses carried forward.

Factors affecting the tax expense

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

	2022	2021
	£'000	£'000
Loss on ordinary activities before tax	(376)	(367)
Loss on ordinary activities multiplied by the standard rate of corporation tax in the UK of 19% (2021: 19%)	(71)	(70)
Effects of:
Non-deductible expenses	-	-
Income not chargeable to tax	-	-
Unrelieved tax losses carried forward	71	70
Tax expense	-	-

6.            LOSS OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was £376k (2021: £367k).

7.            LOSS PER SHARE

Basic loss per share is calculated, as set out in the tables below, by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

In accordance with IAS 33, as the Group is reporting a loss for both this and the preceding year the share options and warrants are not considered dilutive because the exercise of these would have the effect of reducing the loss per share.

As at 31 December 2022:
	Loss £'000	Weighted average number of shares	Per-share amount, pence
Basic loss attributable to the ordinary shareholders	376	532,094,193	0.07p
As at 31 December 2021:
	Loss £'000	Weighted average number of shares	Per-share amount, pence
Basic loss attributable to the ordinary shareholders	367	494,687,905	0.07p

8.            INVESTMENTS

Parent company	Shares in group undertakings £'000
COST
At 31 December 2021 and 31 December 2022	34,806
PROVISION FOR IMPAIRMENT
At 31 December 2021 and 31 December 2022	(34,806)
NET BOOK VALUE
At 31 December 2021 and 31 December 2022	-

Subsidiaries

Pathfinder Battery Commodities Ltd

Registered office:            35 Berkeley Square, London, W1J 5BF, United Kingdom

Nature of business:        Holding company

Class of shares:                 Ordinary

Holding:                               100.00%

I M Minerals Limited

Registered office:            35 Berkeley Square, London, W1J 5BF, United Kingdom

Nature of business:        Holding company

Class of shares:                 Ordinary

Holding:                               100.00%

Companhia Mineira de Naburi SARL

Registered office:  Mozambique

Nature of business:        Mining

Nature of business:        Non-trading

Class of shares:                Ordinary

Ordinary                             99.9%

Sociedade Geral de Mineracao de Moçambique SARL

Registered office:           Mozambique

Nature of business:       Non-trading

Class of shares:                Ordinary

Ordinary                             99.8%

IM Minerals Limited held the shares in Companhia Mineira de Naburi SARL ("CMdN") which held titanium dioxide mining concessions in the Republic of Mozambique. In November 2011, the original vendors of IM Minerals' subsidiary, CMdN, advised the Company that they had procured the cancellation of IM Minerals Ltd's shares in CMdN and the transfer of its assets (the mining licences) to another company controlled by them. Whilst the Company is taking legal and other action in order to recover the shares and the licences, the Company, in the interest of accounting prudence, made full provision in the 2011 financial statements against the cost of its investment in IM Minerals Ltd. As a consequence of the situation regarding the Company's legal claims, the Company has been unable to verify the current registered office addresses for the Mozambique-domiciled companies, CMdN and Sociedade Geral de Mineracao de Moçambique SARL. Furthermore, whilst the Company believes these companies to be non-trading, the Company has been unable to verify their trading statuses.

9.            TRADE AND OTHER RECEIVABLES

	Group			Parent Company
	2022	2021		2022	2021
	£'000	£'000		£'000	£'000
Other debtors	8	8		8	8
VAT	5	4		5	4
Prepayments and accrued income	-	7		-	7
	13	19		13	19

10.          CASH AND CASH EQUIVALENTS

	Group			Parent Company
	2022	2021		2022	2021
	£'000	£'000		£'000	£'000
Bank accounts	46	365		46	365

11.          SHARE CAPITAL

a)  Called up, allotted, issued and fully paid share capital

	No. Ordinary shares of 0.1p each	Deferred shares of 9.9p each	Allotment price (£s)	Share Capital £'000	Share Premium £'000
Total as at 31 December 2021	531,328,168	183,688,116		18,716	14,234
6 May 2022	1,166,666	-	0.005	1	5
Total as at 31 December 2022	532,494,834	183,688,116		18,717	14,239

b)  Share options & warrants in issue

Share options

Exercise Price	Grant Date	Expiry Date	At 1 January 2022	Issued / (lapsed)	At 31 December 2022
2.50p	10 April 2019	9 April 2022	7,500,000	(7,500,000)	-
1.25p(1)	11 May 2020	11 May 2022	19,000,000	(9,000,000)	10,000,000
1.25p(1)	4 August 2020	31 May 2023	6,000,000	-	6,000,000
1.75p	21 September 2018	20 September 2023	18,750,000	-	18,750,000
0.55p	17 March 2021	16 March 2023	6,000,000	-	6,000,000
1.25p	1 April 2021	31 March 2023	6,000,000	-	6,000,000
1.25p	9 June 2021	8 June 2023	6,000,000	-	6,000,000
1.25p	23 June 2021	22 June 2023	3,000,000	-	3,000,000
1.25p	4 October 2021	3 October 2023	5,000,000	-	5,000,000
			77,250,000	(16,500,000)	60,750,000

⁽¹⁾   On 6 May 2022, the following amendments were made to certain of the above share options:

·    10,000,000 of the 19,000,000 1.25p options that were otherwise due to expire on 11 May 2022 were extended so as to lapse on 11 May 2023

·    6,000,000 options with an exercise price of 1.25p and an expiry date of 11 May 2022, were extended so as to expire on 31 May 2023.

Share warrants

Exercise Price	Expiry Date	At 1 January 2022	Issued/(lapsed)	At 31 December 2022
0.50p(1)	11 May 2022	1,166,666	(1,166,666)	-
3.50p	17 June 2022	10,703,018	(10,703,018)	-
1.50p	11 May 2022	38,769,230	(38,769,230)	-
1.25p	2 November 2022	2,500,000	(2,500,000)	-
0.50p(2) (3)	31 May 2023	11,666,668	-	11,666,668
1.50p(3)	31 May 2023	3,076,923	-	3,076,923
0.60p	29 April 2024	3,500,000	-	3,500,000
		71,382,505	(53,138,914)	18,243,591

⁽¹⁾   On 6 May 2022, 1,166,666 warrants over Ordinary shares were exercised at a price of 0.5p per share.

⁽²⁾   On 19 February 2021, in accordance with the terms of the 11 May 2020 warrant instrument, the warrants subsisting thereunder were repriced from 0.60p to 0.50p each.

⁽³⁾   On 6 May 2022, 11,666,668 warrants with an exercise price of 0.50p and 3,076,923 warrants with an exercise price of 1.50p, all with an expiry date of 11 May 2022, were extended so as to expire on 31 May 2023.

12.          TRADE AND OTHER PAYABLES

	Group			Parent Company
	2022	2021		2022	2021
	£'000	£'000		£'000	£'000
Trade creditors	4	-		4	-
Social security and other taxes	43	86		43	86
Other creditors	42	42		42	42
Accruals and deferred income	25	21		25	21
	114	149		113	149

13.          BORROWINGS

On 29 September 2022 and 28 December 2022, the Company announced it has entered into a loan agreement whereby an FCA authorised financial institution has arranged for the provision to the Company by an individual, of an unsecured loan facility of up to £120,000 (the "Loan") for working capital purposes. The Loan carried a simple fixed interest of 5.0 percent on any amounts drawn down and had issue costs of £5,000. The Loan was designed to provide the Company with access to additional working capital, should it be required. As at 31 December 2022 £80,000 had been drawn down.

The Loan was repaid in full together with accrued interest and the issue costs on 1 February 2023.

14.          CONTINGENT LIABILITIES

As part of the agreement for the purchase of the shares in its subsidiary, Companhia Mineira de Naburi SARL (CMdN), the Company's subsidiary, IM Minerals Limited, agreed to pay the vendors a further sum of US$9,900,000 if, following further exploration and appraisal, an agreement is reached for the construction of a facility for the processing of ore extracted from the Naburi mineral sands deposit. This sum has since been reduced by advances of £90,083, made by IM Minerals Limited, and £75,933, made by the Company, to one of the vendors, Mr Diogo Cavaco.

Similarly, as part of its agreement for the purchase of the whole of the issued share capital of Sociedade Geral de Mineracao de Moçambique SARL, CMdN has agreed to pay the vendors, BHP Billiton, a further sum of US$9,500,000 if, following further exploration and appraisal, an agreement is reached for the construction of a facility for the processing of ore extracted from the Moebase mineral sands deposit. This obligation is guaranteed by IM Minerals Limited.

In July 2021, the Company engaged Travers Smith LLP to act for the Company in connection with its ongoing work to secure the return of Mining Licence 4623C (the "Licence"), or compensation in relation thereto. The fees payable to Travers Smith LLP are payable on a contingent basis subject to a minimum pre-claim amount; in February 2022, the cap was increased from £100,000 to £200,000; in November 2022, the cap was further increased to £250,000. Following the year-end, the Company and Travers Smith LLP agreed a pre-claim fee of approximately £226k, including disbursements, in respect of the ongoing work to secure the return of Mining Licence 4623C or compensation in relation thereto.

15.          RELATED PARTY DISCLOSURES

Details of directors' remuneration are given in note 4 above.

16.          SHARE BASED PAYMENTS

The fair values of the share options and warrants at the date of grant have been measured using the Black- Scholes pricing model, which takes into account factors such as the option life, share price volatility and the risk-free rate.

Each share option and warrant vested and was exercisable immediately upon grant. The share-based expense relating to each share option and share warrant was recognised in full on the date of grant.

Share options

Date of grant	Share price	Exercise price	Risk Free Rate(1)	Expected life of options	Expected yield	Expected volatility(2)	Fair value per option
21 September 2018	1.45p	1.75p	0.70%	5 years	0%	55%	£0.00609
10 April 2019	1.35p	2.50p	0.71%	3 years	0%	55%	£0.00264
11 May 2020	0.93p	1.25p(3)	0.07%	2 years	0%	55%	£0.00190
4 August 2020	0.43p	1.25p(3)	0.06%	2 years	0%	55%	£0.00022
17 March 2021	0.53p	0.55p	0.05%	2 years	0%	55%	£0.00151
1 April 2021	0.53p	1.25p	0.05%	2 years	0%	55%	£0.00040
9 June 2021	0.79p	1.25p(3)	0.05%	2 years	0%	55%	£0.00127
23 June 2021	0.75p	1.25p(3)	0.05%	2 years	0%	55%	£0.00111
4 October 2021	0.73p	1.25p(3)	0.05%	2 years	0%	55%	£0.00101

⁽¹⁾ Daily sterling overnight index average (SONIA) rate at the date of grant was adopted as the effective risk-free rate.

⁽²⁾ Expected volatility is based on management's estimate of the expected volatility

⁽³⁾ Repriced to 0.75p following the year-end, on 27 April 2023.

Share warrants

Date of grant	Share price	Exercise price	Risk Free Rate	Expected life of warrants	Expected yield	Expected volatility	Fair value per option
4 June 2019	2.75p	3.50p	0.71%	3 years	0%	55%	£0.00827
11 May 2020(1)	0.93p	0.60p	0.07%	2 years	0%	55%	£0.00426
11 May 2020	0.93p	1.50p	0.07%	2 years	0%	55%	£0.00144
2 November 2020	0.68p	1.25p	0.05%	2 years	0%	55%	£0.00083
21 May 2021	0.68p	0.6p	0.05%	2.9 years	0%	55%	£0.00271

⁽¹⁾ On 19 February 2021, in accordance with the terms of the relevant warrant instrument, the warrants subsisting thereunder were repriced from 0.60p to 0.50p each.

On 6 May 2022, the Company extended the expiry date of certain directors' share options and share warrants issued to a related party. The details are as follows:

Director	Date of Grant	No. Options	Exercise Price	Original Expiry Date	New Expiry Date
Dennis Edmonds	11/05/2020	10,000,000	£0.0125	11/05/2022	11/05/2023
Peter Taylor	04/08/2020	6,000,000	£0.0125	30/08/2022	30/08/2023

Warrant Holder	Date of Grant	No. Warrants	Exercise Price	Original Expiry Date	New Expiry Date
Richard Jennings	11/05/2020	11,666,668	£0.005	11/05/2022	11/05/2023
Richard Jennings	11/05/2020	3,076,923	£0.015	11/05/2022	11/05/2023

The extension of share options and warrants did not result in a change to the fair value that was determined on initial recognition.

In addition, following the year-end, the exercise price and expiry date of the aforementioned options was changed. See note 19.

The directors' interests in the share options and warrants of the Company as at 31 December 2022 are as follows:

Director	Number of options	Number of warrants	Exercise price per share	Latest exercise date
D. Edmonds	10,000,000	-	1.25p	11 May 2023
P. Taylor	6,000,000	-	1.25p	30 August 2023
P. Taylor	5,000,000	-	1.25p	3 October 2023
M Gasson	6,000,000	-	1.25p	8 June 2023

The total share-based payment expense in the year for the Company was £nil in relation to options (2021: £27k) and £nil in relation to warrants (2021: £8.5k).

17.          NON-CASH TRANSACTIONS

	2022 £'000	2021 £'000
Settlement of broker commissions	-	11
	-	11

18.          FINANCIAL INSTRUMENTS

The Company's principal financial instruments comprise cash and cash equivalents and other receivables/payables. The Company's accounting policies and method adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial assets, financial liability and equity instrument are set out in note 1. The Company does not use financial instruments for speculative purposes.

The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:

	Group		Parent Company
	2022	2021	2022	2021
Financial assets at amortised cost	£'000	£'000	£'000	£'000
Cash and cash equivalents	46	365	46	365
Prepayments and accrued income	-	7	-	7
Financial liabilities at amortised cost
Trade payables and accruals	114	149	114	149

a)    Financial risk management objectives and policies

The Company's major financial instruments include bank balances and amounts payable to suppliers. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. The Directors manage and monitor these exposures to ensure appropriate measures are implemented on a timely and effective manner.

b)    Liquidity risk

Liquidity risk arises from the Company's management of working capital.

The Company regularly reviews its major funding positions to ensure that it has adequate financial resources in meeting its financial obligations. The Directors have considered the liquidity risk as part of their going concern assessment (see note 1). Controls over expenditure are carefully managed in order to maintain its cash reserves whilst it targets a suitable transaction. Financial liabilities are all due within one year.

c)    Credit risk

The Company's credit risk is wholly attributable to its cash balance. The credit risk from its cash and cash equivalents is limited because the counterparties are banks with high credit ratings and have not experienced any losses in such accounts.

d)    Interest risk

The Company's exposure to interest rate risk is the interest received on the cash held, which is immaterial.

e)    Capital risk management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure. The Company has no borrowings. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, or issue new shares.

f)     Fair value of financial assets and liabilities

There are no material differences between the fair value of the Company's financial assets and liabilities and their carrying values in the financial information.

19.          EVENTS AFTER THE REPORTING PERIOD

On 1 February 2023, the Company announced the issue and allotment of 100,000,000 new ordinary shares of 0.1 pence per share to raise £0.5m before expenses.

On 28 April 2023, the expiry date and exercise price of share options which were granted to certain Directors and an employee were amended as set out below. The revised exercise price represents a premium of approximately 50 percent to the closing share price on 27 April 2023.

Name	Position	No. Options	Original Exercise Price	Date of Grant	Original Expiry Date	Revised Exercise Price	Revised Expiry Date
Dennis Edmonds	Director	10,000,000	£0.0125	11/05/2020	11/05/2023	£0.0075	30/06/2025
Peter Taylor	Director	6,000,000	£0.0125	04/08/2020	30/08/2023	£0.0075	30/06/2025
		5,000,000	£0.0125	04/10/2021	03/10/2023	£0.0075	30/06/2025
Mark Gasson	Director	6,000,000	£0.0125	09/06/2021	08/06/2023	£0.0075	30/06/2025
Employee	Employee	3,000,000	£0.0125	23/06/2021	22/06/2023	£0.0075	30/06/2025

On 11 May 2023, shareholders voted to approve the disposal of the Company's wholly-owned subsidiary, IM Minerals Limited as explained further, in the Chairman's Statement on page 2.

20.          ULTIMATE CONTROLLING PARTY

                The directors believe there is no ultimate controlling party.

 

END