TIDMPFP
RNS Number : 5790N
Pathfinder Minerals Plc
26 September 2023
The information contained within this announcement was deemed by
the Company to constitute inside information as stipulated under
the UK Market Abuse Regulation
26 September 2023
Pathfinder Minerals plc
("Pathfinder" or the "Company")
Half-Year Results
Pathfinder (AIM: PFP), an AIM Rule 15 cash shell, today
announces its unaudited interim results for the six months ended 30
June 2023 (the "Reporting Period"). These results will shortly be
made available on the Company's website at
www.pathfinderminerals.com .
Paul Barrett, Executive Director of the Company, commented:
"Whilst the Reporting Period pre-dates the successful completion
of the Disposal of IMM to AAG, that event marked a step change in
the Company's strategy going forward and an improvement in its
fortunes. The Board, comprising two entrepreneurial exploration
geologists, is now well placed to identify and secure one or more
projects for the Company's next phase of growth. I am very pleased
to be part of this process and I look forward to reporting progress
in due course.
Following the receipt of funds in respect of the Disposal of
IMM, we have a strengthened balance sheet and an exciting
opportunity to bring in new ventures to create a platform for
strong shareholder value growth in the near to medium term ."
Enquiries:
Pathfinder Minerals Plc
Paul Barrett, Executive Director
Tel. +44 (0)20 3143 6748
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 (Public Relations)
Ben Simons / Kate Kilgallen
Tel. +44 (0)20 7390 0234
Email. pathfinderminerals@vigoconsulting.com
EXECUTIVE DIRECTOR'S STATEMENT
Introduction
The Company's primary activity during the Reporting Period was
the negotiation of a sale of the Company's wholly owned subsidiary,
IM Minerals Limited ("IMM") (the "Disposal") and the administrative
processes necessary to enable the Disposal to complete. IMM holds
the rights to bring a claim against the Government of Mozambique
for the expropriation of Mining Concession 4623C (the "Claim").
Successful disposal of IM Minerals Limited
Following the Disposal, which completed after the period end, on
18 August 2023 ("Completion"), Pathfinder received an initial
consideration of GBP1.0 million. The purchaser, Acumen Advisory
Group LLC ("AAG") has undertaken to commence legal proceedings
against the Government of Mozambique in respect of the Claim within
three months of Completion. AAG has confirmed, among other things,
that it has secured at least US$15 million to fund the Claim and
that it will use its best endeavours to settle and/or finalise the
Claim within five years.
In the event of a successful outcome of the Claim, Pathfinder
will receive a contingent payment to be made by AAG of the greater
sum of US$30 million or 25% of the aggregate amount (including all
deferred or conditional payments) payable on settlement or
determination of the Claim less all reasonable costs and expenses
properly incurred in respect of the Claim ("Contingent Payment").
As reported in the Company's announcement dated 10 December 2021,
the valuation ranges prepared by Versant Partners LLC reflect a
minimum of US$110 million for an ex-ante damages award, through to
US$1,500 million for an ex-post damages award.
To ensure that shareholders on the Pathfinder register around
the time of Completion ("Eligible Shareholders") may in due course
be compensated for the expropriation of Mining Concession 4623C,
the Company intends to enter into a deed of assignment with a
Special Purpose wholly owned subsidiary of the Company ("SPV") into
which any Contingent Payment will be paid and then distributed to
shareholders of the SPV. Eligible Shareholders are those who were
on the Company's register as at 6:00pm on the record date of 5
September 2023.
AIM Rule 15
Having successfully completed the Disposal, the Company has
ceased to own, control, or conduct all or substantially all its
previous trading business, activities or assets and on 18 August
2023 became an AIM Rule 15 cash shell pursuant to the AIM Rules for
Companies ("AIM Rules"). As such, the Company is required to make
an acquisition or acquisitions which constitute a reverse takeover
under AIM Rule 14 ("Reverse Takeover") or be re-admitted to trading
on AIM as an investing company (which requires, inter alia, the
raising of at least GBP6.0 million) under the AIM Rules, on or
before the date falling six months from 18 August 2023.
If the Company does not complete a Reverse Takeover in
accordance with AIM Rule 14, or otherwise if re-admitted to trading
on AIM as an investing company fails to implement its investing
policy to the satisfaction of the London Stock Exchange within
twelve months of becoming an investing company, the London Stock
Exchange will suspend trading in the Company's AIM securities
pursuant to AIM Rule 40.
In light of the Company's current position, the Board is
evaluating opportunities in the sectors that it considers
appropriate, seeking to identify one or more projects or assets
that the Company can acquire, which would constitute a Reverse
Takeover pursuant to AIM Rule 14.
Any Reverse Takeover transaction will require the publication of
an AIM Rules compliant admission document and will be subject to
shareholder approval at a general meeting of the Company, to be
convened at the appropriate time.
Financial results and current financial position
The unaudited interim financial statements of Pathfinder for the
six months ended 30 June 2023 follow later in this report.
The Income Statement for the period ended 30 June 2023 reflects
a loss of GBP 235 k (H1 2022: loss of GBP185k). The Group's
Statement of Financial Position shows total assets as at 30 June
2023 of GBP167k (31 December 2022: GBP 59 k). The assets were held
largely in the form of cash deposits of GBP146k (31 December 2022:
GBP46k).
The cash position as at the date of this report, following the
receipt of the Disposal funds and settlement of several costs that
were contingent on completion of the Disposal, including legal and
advisory fees and termination costs, is GBP567k.
Board Changes
Ahead of Pathfinder's Annual General Meeting on 22 June 2023,
Peter Taylor resigned as a director of the Company but remained as
an employee of the Company in the role of non-Board Chief Executive
Officer until Completion.
After the period end on 16 August 2023, shortly prior to
Completion, Dennis Edmonds, Non-Executive Chairman, resigned from
the Board, and I joined the Board as Executive Director to lead the
Company's search for new opportunities following Completion.
The current Board is comprised of Mark Gasson and me. Between
us, we have many years of natural resource sector experience, and
we believe that this places Pathfinder in a strong position to
follow up on and progress suitable Reverse Takeover candidates
which includes, but are not limited to, potential resource
opportunities, which may be presented to the Company.
Outlook
The Disposal finally positioned Pathfinder to realise value from
the Claim, predominantly in the form of the substantial Contingent
Payment in the event of success, without incurring further costs
associated with bringing the Claim. It follows a long and costly
process after the unsatisfactory events that occurred in 2011, the
responsibility for which ultimately lies with the Government of
Mozambique. I hope in due course the Eligible Shareholders will be
compensated through the Contingent Payment. Following the receipt
of funds in respect of the Disposal, we have now begun a new
chapter for Pathfinder as an AIM Rule 15 cash shell with a
strengthened balance sheet and an exciting opportunity to bring in
new ventures.
Paul Barrett
Executive Director
26 September 2023
Unaudited Consolidated Statement of Comprehensive Income
For the 6 months ended 30 June 2023
-----------------------------------------------------------------------------------
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2022 2022
2023 Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
CONTINUING OPERATIONS
Revenue - - -
Administrative expenses (235) (185) (376)
---------------------------------- ---------------- -------------- -------------
OPERATING LOSS (235) (185) (376)
Net finance charges (8) - -
--------------------------------- ---------------- -------------- -------------
LOSS BEFORE INCOME TAX (243) (185) (376)
Income tax - - -
LOSS FOR THE PERIOD (243) (185) (376)
---------------------------------- ---------------- -------------- -------------
Total comprehensive loss for
the period attributable to
equity holders of the parent (243) (185) (376)
---------------------------------- ---------------- -------------- -------------
Loss per share from continuing
operations in pence per share:
Basic and diluted (0.04) (0.03) (0.07)
Unaudited Consolidated Statement of Financial Position
For the 6 months ended 30 June 2023
----------------------------------------------------------------------------------------
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2022 2022
2023 Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
NON-CURRENT ASSETS
Investments - - -
CURRENT ASSETS
Trade and other receivables 21 20 13
Cash and cash equivalents 146 146 46
TOTAL ASSETS 167 166 59
----------------------------------- ---------------- -------------- -------------
EQUITY AND LIABILITIES
Capital and reserves attributable
to equity
holders of the Company:
Share capital 2 18,817 18,717 18,717
Share premium 14,614 14,239 14,239
Share based payment reserve 157 162 162
Warrant reserve 82 107 104
Accumulated deficit (33,567) (33,169) (33,357)
TOTAL EQUITY 103 56 135
----------------------------------- ---------------- -------------- -------------
CURRENT LIABILITIES
Trade and other payables 3 64 110 114
Borrowings - - 80
NON-CURRENT LIABILITIES - - -
TOTAL LIABILITIES 64 110 194
----------------------------------- ---------------- -------------- -------------
TOTAL EQUITY AND LIABILITIES 167 166 59
----------------------------------- ---------------- -------------- -------------
Unaudited Consolidated Statement of Changes in Equity
For the 6 months ended 30 June 2023
------------------------------------------------------------------------------------------------
Called Share Share based Warrant Accumulated Total
up share premium payment reserve deficit equity
capital reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 31
December 2021 18,716 14,234 199 255 (33,169) 235
------------------------ ---------- --------- ------------ --------- ------------ --------
Loss for the
period - - - - (185) (185)
Issue of share
capital 1 5 - - - 6
Cost of issue - - - - - -
Share based payments - - (37) (148) 185 -
------------------------ ---------- --------- ------------ --------- ------------ --------
Balance at 30
June 2022 - Unaudited 18,717 14,239 162 107 (33,169) 56
Loss for the
period - - - - (191) (191)
Issue of share - - - - - -
capital
Cost of share - - - - - -
issue
Share based payments - - - (3) 3 -
------------------------ ---------- --------- ------------ --------- ------------ --------
Balance at 31
December 2022
- Audited 18,717 14,239 162 104 (33,357) (135)
Loss for the
period - - - - (243) (243)
Issue of share
capital 100 400 - - - 500
Cost of share
issue - (25) - - - (25)
Share warrants
- lapsed - - (22) 22 -
Share based
payments - repriced - - 6 - - 6
Share based
payments - lapsed - - (11) - 11 -
------------------------ ---------- --------- ------------ --------- ------------ --------
Balance at 30
June 2023 - Unaudited 18,817 14,614 157 82 (33,567) 103
------------------------ ---------- --------- ------------ --------- ------------ --------
Unaudited Consolidated Statement of Cash Flows
For the 6 months ended 30 June 2023
-------------------------------------------------------------------------------
6 months 6 months Year ended
ended 30 ended 31 December
June 2023 30 June 2022 2022
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Cash flows from operating
activities
Operating loss (243) (185) (376)
Adjustments for:
Share-based payments 6 - -
Finance income (1) - -
Finance expense 9 - -
---------------------------------- ----------- -------------- -------------
Net cash flow from operating
activities before changes
in working capital (229) (185) (376)
Changes in working capital:
(Increase)/decrease in trade
and other receivables (8) (39) 6
Decrease in trade and other
payables (50) (2) (35)
----------------------------------- ----------- -------------- -------------
Net cash flow used in operating
activities (287) (226) (405)
Cash flow from financing
activities
Proceeds arising as a result
of the issue of ordinary shares 500 6 6
Costs related to issue of (25) - -
ordinary share capital
Proceeds of borrowings - - 80
Repayment of borrowings (80) - -
Finance expense (9)
----------------------------------- ----------- -------------- -------------
Net cash flow from financing
activities 386 6 86
Net increase/(decrease) in
cash and cash equivalents
in the period 99 (220) (319)
Cash and cash equivalents
at beginning of the period 46 365 365
Cash and cash equivalents
at end of the period 146 145 46
----------- -------------- -------------
1. ACCOU N TING P O LICIES
B asis of preparation
These unaudited consolidated interim financial statements
("interim financial statements") for the six months ended 30 June
2023 have been prepared in accordance with the requirements of the
AIM Rules for Companies (the "AIM Rules"). As permitted, the Group
has chosen not to adopt IAS 34 'Interim Financial Statements' in
preparing this interim financial information. The interim financial
statements should be read in conjunction with the annual financial
statements for the year ended 31 December 2022, which have been
prepared in accordance with international accounting standards in
accordance with the requirements of the Companies Act 2006
applicable to Companies reporting under IFRS.
The interim financial statements of Pathfinder Minerals plc are
unaudited financial statements for the six months ended 30 June
2023. These include unaudited comparatives for the six-month ended
30 June 2022 together with audited comparatives for the year to 31
December 2022. The unaudited financial statements do not constitute
statutory accounts, as defined under section 244 of the Companies
Act 2006. The financial statements have been prepared under the
historical cost convention. The functional and presentational
currency of the Company is Pound Sterling.
The accounting policies applied in preparing these financial
statements are consistent with those applied in the previous annual
financial statements for the year ended 31 December 2022.
Going concern
Following the Disposal and with it, the Company's rights to the
Claim, the Company has ceased to own, control, or conduct all or
substantially all its previous trading business, activities and
assets and, on 18 August 2023, became an AIM Rule 15 cash
shell.
As such, the Company is required to make an acquisition or
acquisitions which constitute a reverse takeover under AIM Rule 14
("Reverse Takeover") or be re-admitted to trading on AIM as an
investing company (which requires, inter alia, the raising of at
least GBP6.0 million) under the AIM Rules, on or before the date
falling six months from 18 August 2023.
If the Company does not complete a Reverse Takeover in
accordance with AIM Rule 14, or otherwise if re-admitted to trading
on AIM as an investing company fails to implement its investing
policy to the satisfaction of the London Stock Exchange within
twelve months of becoming an investing company, the London Stock
Exchange will suspend trading in the Company's AIM securities
pursuant to AIM Rule 40.
Accordingly, the Company will evaluate opportunities in the
sectors the directors consider 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.
Following the Board changes in August 2023, the monthly cost of
maintaining the Company has reduced.
The directors have considered a number of alternative scenarios
which include the identification of a Reverse Takeover target.
Whilst the cash resources of the Company are currently expected to
be sufficient to cover the costs of a Reverse Takeover, this is
unlikely to remain the case if there is a significant delay in
identifying or completing the acquisition of, an appropriate
target.
As the successful completion of any Reverse Takeover target
cannot be assured at this time, the directors have concluded that a
material uncertainty exists as to the Company's ability to continue
as a going concern beyond the AIM Rule 15 timetable. This
uncertainty arises primarily because should the Company's shares be
suspended from trading on AIM or its listing is cancelled, the
Company's ability to raise finance would be significantly
impaired.
Notwithstanding the above, as at the date of approval of the
financial statements, the base case cash flow forecast indicated
that no additional cash resources will be required over the course
of the next 12 months. The directors therefore consider the Group
and the Company to be a going concern and have therefore prepared
these financial statements on the going concern basis.
2. SHARE CAPITAL
Called up, allotted, issued and fully paid share capital
No. Ordinary Deferred Allotment Share Share
shares of shares price Capital Premium
0.1p each of 9.9p (GBPs) GBP'000 GBP'000
each
------------------------- ------------- ------------ ---------- --------- ---------
Total as at 31 December
2022 532,494,834 183,688,116 n/a 18,717 14,239
------------------------- ------------- ------------ ---------- --------- ---------
1 February 2023 100,000,000 - 0.005 100 400
1 February 2023 - - - - (25)
Total as at 30 June
2023 632,494,834 183,688,116 n/a 18,818 14,614
------------------------- ------------- ------------ ---------- --------- ---------
Share options in issue
Exercise At 1 January At 30 June
Price Grant Date Expiry Date 2023 Lapsed 2023
--------- ------------- -------------- ------------- ------------- -----------
0.75p(1) 11 May 2023 30 June 2025 10,000,000 - 10,000,000
30 August
0.75p(2) 2023 30 June 2025 6,000,000 - 6,000,000
20 September
n/a n/a 2023 18,750,000 - 18,750,000
n/a n/a 16 March 2023 6,000,000 (6,000,000) -
n/a n/a 31 March 2023 6,000,000 (6,000,000) -
0.75p(3) 8 June 2023 30 June 2025 6,000,000 - 6,000,000
0.75p(4) 22 June 2023 30 June 2025 3,000,000 - 3,000,000
3 October
0.75p(5) 2023 30 June 2025 5,000,000 - 5,000,000
--------- ------------- -------------- ------------- ------------- -----------
60,750,000 (12,000,000) 48,750,000
--------- ------------- -------------- ------------- ------------- -----------
On 27 April 2023, the directors extended the expiry date and
amended the exercise price of certain of the subsisting share
options as follows:
Previous Revised Original Revised
expiry expiry exercise exercise
date date price price
-------------------- ------------------------- ------------------------ ------------------------- -------------------------
11 May 30 June
(1) 2023 2025 1.25p 0.75p
30
August 30 June
(2) 2023 2025 1.25p 0.75p
3
October 30 June
(3) 2023 2025 1.25p 0.75p
8 June 30 June
(4) 2023 2025 1.25p 0.75p
22 June 30 June
(5) 2023 2025 1.25p 0.75p
Share warrants in issue
Share Warrants
Exercise Expiry / At 1 January At 30 June
Price Date 2023 Lapsed 2023
--------------- -------------- ------------- ------------- -----------
0.50p 31 May 2023 11,666,668 (11,666,668) -
1.50p 31 May 2023 3,076,923 (3,076,923) -
0.60p 29 April 2024 3,500,000 - 3,500,000
--------------- -------------- ------------- ------------- -----------
18,243,591 - 3,500,000
--------------- -------------- ------------- ------------- -----------
3. TRADE AND OTHER PAYABLES
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December
Unaudited Unaudited 2022
GBP'000 GBP'000 GBP'000
Trade creditors 1 5 4
Social security and
other taxes 21 64 43
Other creditors 42 41 42
Accruals and deferred
income - - 25
----------------------- --------------- --------------- -------------
64 110 114
4. SALE OF INVESTMENT
Although shareholders had approved the Disposal in May 2023, the
transaction was renegotiated before being reapproved by
shareholders and the Disposal was completed in August 2023. As at
30 June 2023, in view of the uncertainty around whether the
Disposal would complete, neither the funds received in the
transaction of GBP1,000,000 nor the associated costs of GBP371,088,
including legal and advisory fees contingent on completion, have
been reflected in these financial statements. Following the
settlement of these costs, the Company's cash position as of the
date of this report is GBP567k.
A further GBP100,000 will become payable at the earlier of the
Company's next fundraising or 1 February 2024. An additional
success fee relating to the Claim, of 2.5% of the gross value of
the proceeds arising, will become payable to a third-party in
connection with their introducer fee.
5. EVENTS AFTER THE REPORTING DATE
Completion of the sale of IM Minerals Limited
Following the end of the reporting period, the aforementioned
transaction concerning the disposal of IM Minerals Limited was
necessarily renegotiated and approved by shareholders and the
disposal completed on 18 August 2023, resulting in the receipt of
GBP1.0 million. Full details of the disposal, which would entitle
the Company to receive the greater of US$30 million or 25% of any
damages award in respect of the Claim, are set out in the Company's
Notice of General Meeting dated 31 July 2023.
The Company set a record date of 6pm on 5 September 2023;
whereby shareholders on the Company's register of members as at
that date would be entitled to receive Bonus Preference Shares
which would entitle the holders thereof, to the net proceeds
received in respect of the Claim. Initial details relating to this
was announced by the Company on 16 August 2023 and 1 September
2023.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IR BLGDCXGDDGXU
(END) Dow Jones Newswires
September 26, 2023 02:00 ET (06:00 GMT)
Pathfinder Minerals (LSE:PFP)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Pathfinder Minerals (LSE:PFP)
Gráfica de Acción Histórica
De May 2023 a May 2024
