TIDMPFP
RNS Number : 4288J
Pathfinder Minerals Plc
16 August 2023
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").
16 August 2023
Pathfinder Minerals Plc
("Pathfinder" or the "Company")
Board Changes
&
Proposed Issue of Bonus Preference Shares
Pathfinder Minerals Plc, the Southern Africa focused natural
resource company, announces today the appointment with immediate
effect of Paul Barrett as an Executive Director, joining Mark
Gasson, an existing non-Executive director of the Company. Dennis
Edmonds, the Company's Non-Executive Chairman, will retire from the
Board with immediate effect.
Background information to Board change appointment
Mr Barrett is a geologist with strong commercial and engineering
experience. He is currently a director of Southwind Corporation, a
USA company engaged in a rare earth enriched phosphate project in
the Mid-Continent region of the United States. Mr Barrett is also a
director of OK Energy Limited, a UK company focused on deepwater
oil and gas exploration in South Africa, including a joint venture
with Shell and Qatar Energy. Mr Barrett founded and was previously
CEO of Europa Oil and Gas plc, an AIM-quoted oil and gas business
currently focused in Ireland and onshore UK.
Mr. Peter Taylor, the current non-board CEO, will remain with
the Company until the completion date of the proposed sale of IM
Minerals ("IMM") to Acumen Advisory Group LLC ("AAG"), and then
continue to assist the AAG team in pursuing the claim against the
Government of Mocambique.
The current Board of Directors comprises Paul Barrett and Mark
Gasson who both have many years of combined exploration experience,
which places it in a strong position to follow up and develop
identified exploration opportunities including, but not limited to,
battery component metal and precious metal projects which have been
presented to the Company.
Mark Gasson, Non-Executive Director of the Company,
commented:
"I am delighted to welcome Paul to the Board, and I am confident
that he will utilise his invaluable experience and knowledge as the
Company transitions to new opportunities, focused on generating
superior value for its shareholders. I pay tribute to Dennis
Edmonds who has rendered outstanding service to the Company and its
shareholders, for which we are very grateful. We wish him every
success in the future."
Proposed Issue of Bonus Preference Shares
Further to the Company's announcement of 28 July 2023, the Board
is pleased to report that it has received legal advice to allow the
issuance of bonus preference shares to shareholders on the
Company's share register at or after completion of the sale of IMM
to AAG (the " Bonus Preference Shares"), subject to confirmation by
the Company's shareholders. Doing so ensures that existing
shareholders in the Company are rewarded for the many years it has
taken to bring matters to a close with regard to the Bilateral
Investment Treaty (BIT) claim (the "Claim"). As reported in the
Company's announcement dated 10 December 2021, the valuation ranges
prepared by Versant Partners LLC ('Versant') reflects a minimum of
US$110 million for an ex-ante damages award, through to a US$1,500
million for an ex-post damages award. Under the Share Purchase
Agreement signed with AAG, Pathfinder is entitled to US$30 million
or 25% of this damages award, whichever sum is the greater (the
"Preference Amount"). There can be no guarantee that the Claim will
be successful.
To facilitate the issue of the Bonus Preference Shares, the
Company intends to enter into a deed of assignment with a Special
Purpose wholly owned subsidiary of the Company ("SPV") formed for
the purpose, pursuant to which any net proceeds arising from the
Claim will be paid to the SPV. The deed of assignment shall also
include an indemnity from the SPV to the Company for all costs and
liabilities that may arise in respect of the Claim. It is
anticipated that the "Record Date" will be announced in due course
by the Company. However, it is expected that the Record Date will
be no later than 31 August 2023.
Pursuant to this deed, the SPV shall issue 632,494,834 shares of
GBP0.01 each to the Company (being the same number of Ordinary
Shares as the Company will have in issue at the Record Date.)
Subject to shareholder approval and pursuant to the Bonus
Preference Shares , it is expected that every shareholder of the
Company as at the Record Date will receive 1 new Bonus Preference
Share in the SPV (the "New Preference Shares"). The New Preference
Shares shall entitle the holders thereof to receive, subject to the
Companies Act, a preferential dividend equal to the damages award
that the Company may receive following the date upon which the
Preference Amount is finally determined by the Directors ("the
Preference Amount Determination Date").
The Company will settle such preferential dividend either by
transferring to each relevant Shareholder 1 Ordinary Share of the
SPV for each 1 New Preference Share held or by the issue of 1 New
Ordinary Share of the Company for each 1 New Preference Share held.
In the event that no Preference Amount is received by the Company,
no amount shall be payable to the holders of the Preference Shares
by the Company.
The New Preference Shares do not confer on the holders thereof
any voting rights and, following the payment of the Preference
Amount, the New Preference Shares shall not entitle the holders
thereof to any further economic rights. Following the payment of
the Preference Amount, the Company will be authorised at any time
to effect a transfer of the New Preference Shares without reference
to the holders thereof and for no consideration pursuant to and in
accordance with the Act. Accordingly, the New Preference Shares
will, for all practical purposes, be valueless following the
payment of the Preference Amount and it is the Board's intention,
at an appropriate time, to have the Preference Shares cancelled,
whether through an application to the Companies Court or otherwise
in accordance with the Act.
Additional disclosures required under the AIM Rules for
Companies
Paul Anthony Barrett, aged 65 is, or has during the last five
years, been a director or partner of the following companies and
partnerships:
Current Past
--------------------------- ----------------------------------
Southwind Corporation E&P Power Limited
Southwind Holdings Limited OK Energy (North Sea) Limited
OK Energy Limited Franklin Petroleum Limited
Barrett-Syba SCI 45 Kingston Road Limited
Osprey Oil & Gas Limited
Westgate Energy Limited
Franklin Petroleum Canada Limited
Malopolska Oil & Gas Company
Sp.z.o.o
Paul Barrett was appointed as a director of E&P Power
Limited as well as OK Energy (North Sea) Limited ("OK Energy") on
10 May 2018 and 22 July 2016 respectively. E&P Power Limited
was the parent company of OK Energy (North Sea) Limited (together
the "Group"). OK Energy's sole asset was a UK oil exploration
licence. Following the expiry of this licence as well as the
non-completion of a farm-in agreement OK Energy was considered to
no longer be a viable concern and as a result inter-company loans
in the Group were written off. Accordingly, on 11 July 2022 Smith
& Barnes Insolvency practitioners were appointed for the Group
to manage a creditors voluntary liquidation (the "CVL"). Following
successful conclusion of the CVL, the Group was dissolved on 22 May
2023.
Mr. Barrett does not hold any Ordinary Shares in the
Company.
Enquiries:
Allenby Capital Limited (Nominated Adviser and Broker)
John Depasquale / Vivek Bhardwaj (Corporate Finance)
Stefano Aquilino / Joscelin Pinnington (Sales & Corporate
Broking)
Tel. +44 (0)20 3328 5656
Vigo Consulting (Investor Relations)
Ben Simons / Kate Kilgallen
Tel. +44 (0)20 7390 0234
Email. pathfinderminerals@vigoconsulting.com
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END
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