Pathfinder Minerals Plc Corporate Update (5638P)
11 Febrero 2019 - 1:00AM
UK Regulatory
TIDMPFP
RNS Number : 5638P
Pathfinder Minerals Plc
11 February 2019
11 February 2019
Pathfinder Minerals Plc
("Pathfinder" or the "Company")
Corporate Update
Pathfinder announces that the Company has entered into a fixed
period consultancy agreement, until 30 September 2019, with Africa
Focus Group Limited ("AFG") (the "Consultancy Agreement"), a Hong
Kong-based company with a Johannesburg consultancy office
specialising in mergers and acquisitions in southern Africa. Under
the Consultancy Agreement, AFG will provide assistance to the
Company in pursuing completion of a legally binding transaction
with the owners of Pathfinder Moçambique, S.A pursuant to which
Pathfinder or a wholly owned subsidiary of Pathfinder would
acquire, or otherwise be reinstated with or receive transfer of,
direct ownership and effective control of Mining Concession 4623C
on such terms and conditions as the Company, at its sole
discretion, may agree with the owners of Pathfinder Moçambique,
S.A. (the "Proposed Transaction").
In consideration of the provision of services under the
Consultancy Agreement, the Company shall, only following the
effective legal completion of the Proposed Transaction, pay AFG a
fee in cash of GBP1,000,000 (inclusive of any VAT) (the "Fee"). The
Fee is conditional on and only becomes due and payable if the
Company has successfully raised sufficient funds to make payment of
the Fee in full. The Company has agreed to use its reasonable
endeavours to take the necessary steps to procure that sufficient
funds are raised by the Company to enable satisfaction of the
payment obligation within a reasonable period after completion of
the Proposed Transaction.
While there is no legal obligation or other form of undertaking
by the Company to do so nor any other informal arrangement with AFG
to that effect, the Company intends to consider in good faith a
request by AFG (if made) to allow the Fee (when due and payable) to
be used to subscribe for new ordinary shares in the Company in due
course (the "New Shares"). In the event that this does occur any
such arrangement, to allow the Fee to be used to pay up a
subscription of New Shares, shall be on the basis that the
aggregate number of New Shares issued to AFG shall not exceed 9 per
cent of the entire issued share capital of the Company at the time
of such issue and as enlarged by the issue of the New Shares.
If at any time prior to the earlier of the termination of the
Consultancy Agreement, the end of the Consultancy Agreement or the
completion of the Proposed Transaction, more than 50 per cent of
the entire issued share capital of Company is held by a single
shareholder, together with its concert parties, following a
successful takeover offer, then the Company shall pay to AFG an
abort fee in cash of GBP250,000.
Scott Richardson Brown, Chief Executive Officer, commented:
"We are very pleased to have formalised our relationship with
AFG with whom we have been working successfully for a number of
months. I feel confident that we can move forward with them to the
successful conclusion of the good faith negotiations that are
progressing in Mozambique. The possibility of AFG taking an equity
interest in the Company in future, we believe, would align their
interests with those of our shareholders."
Enquiries:
Pathfinder Minerals Plc
Scott Richardson Brown, Chief Executive Officer
Tel. +44 (0)20 3440 7775
Strand Hanson Limited (Nominated & Financial Adviser and
Broker)
James Spinney / Ritchie Balmer / Jack Botros
Tel. +44 (0)20 7409 3494
Vigo Communications (Public Relations)
Ben Simons / Simon Woods
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").
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.
END
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