PFP Pathfinder Minerals Plc

TIDMPFP

RNS Number : 1610Z

Pathfinder Minerals Plc

11 May 2023

11 May 2023

Pathfinder Minerals Plc

("Pathfinder" or the "Company")

Update re Sale of IM Minerals:

Result of General Meeting

Further to the announcement on 22 March 2023 regarding a sale and purchase agreement (the "SPA") with Acumen Advisory Group LLC ("AAG") with respect to the disposal (the "Disposal") of IM Minerals Limited, a wholly owned subsidiary of Pathfinder, and, with it, the rights to bring a claim against the Government of Mozambique for the expropriation of Mining Concession 4623C (the "Claim"), the Company confirms that the Disposal was approved by shareholders at the General Meeting held earlier today. A breakdown of the proxy votes is included in the appendix below.

In accordance with the SPA, completion of the Disposal (which is subject to receipt of the GBP2 million initial consideration ahead of time) is expected to occur on or around 15 May 2023 ("Completion").

The SPA includes, inter alia, a binding commitment by AAG to commence legal proceedings against the Government of Mozambique in respect of the Claim within three months of Completion, with AAG confirming that it has secured at least US$15 million to fund the Claim and will use its best endeavours to settle and/or finalise the Claim within five years; and a contingent payment to be made by AAG to Pathfinder of the greater sum of US$24 million or 20% of net recoveries from any settlement or determination of the Claim.

On 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, if the Disposal completes, 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.

The Board is evaluating opportunities in the sectors it considers appropriate, seeking to identify one or more projects or assets which the Company can acquire, which would constitute a reverse takeover under AIM Rule 14. The directors are confident that the initial consideration payable in respect of the Disposal of GBP2 million will be sufficient to cover the costs of a reverse takeover under AIM Rule 14 and provide initial working capital for the then enlarged group.

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.

Enquiries:

Pathfinder Minerals Plc

Peter Taylor, Chief Executive Officer

Tel. +44 (0)20 3143 6748

Strand Hanson Limited (Nominated & Financial Adviser and Broker)

James Spinney / Ritchie Balmer / Rob Patrick

Tel. +44 (0)20 7409 3494

Vigo Consulting (Investor Relations)

Ben Simons / Charlie Neish / Kate Kilgallen

Tel. +44 (0)20 7390 0234

Email. pathfinderminerals@vigocomms.com

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").

APPENDIX

The table below shows the proxy votes received on the resolution proposed at the General Meeting. The full text of the resolutions is contained in the Notice of General Meeting published on 21 April 2023, which is available on Pathfinder's website at www.pathfinderminerals.com .

 
                                                             Total     % of 
                    Votes              Votes             no. votes    ISC(**) 
 Resolution           For     %      Against     %            cast              Votes Withheld 
    1(*)      207,905,942   99.99      1,000   <0.01   207,906,942    32.87                  0 
 

(*) Special resolution

(**) Issued Share Capital

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May 11, 2023 12:00 ET (16:00 GMT)

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