TIDMPFP
RNS Number : 5301M
Pathfinder Minerals Plc
11 May 2020
11 May 2020
Pathfinder Minerals Plc
("Pathfinder" or the "Company")
Result of General Meeting,
Corporate Update,
Issue of Equity,
Appointment of Corporate Broker,
Board Role Change
&
Grant of Share Options
Result of General Meeting
Pathfinder announces that at a General Meeting held earlier
today all resolutions were passed by way of a poll.
Corporate Update
The Board remains of the view that a negotiated outcome in
respect of Mining Concession 4623C (the "Licence") in which all
interested parties are involved is likely to lead to the optimum
solution for shareholders. The Board has an open dialogue with the
Veloso family, who appear committed to working towards a commercial
resolution of the contested Licence.
In addition, the Chinese company that the Board understands
holds the balance of the shares in the current licence holder
(Pathfinder Moçambique S.A.) had indicated that its chairman would
be available for a round table meeting at the end of March/early
April. Unfortunately, due to the intervention of COVID-19, all
travel plans are currently on hold. Once travel restrictions are
sufficiently lifted, it is the Board's intention to convene a
meeting of all stakeholders with the intention of finalising a
resolution of this long running dispute.
In the interim, discussions continue with prospective third
party technical and financial partners, whose participation will be
critical once the terms of a resolution are agreed.
Issue of Equity
Pathfinder is pleased to announce that it has raised gross
proceeds of GBP250,000 via a placing and subscription for
25,000,000 new ordinary shares of 0.1p each in the Company
("Ordinary Shares") at a price of 1p per share (the "Fundraise"),
which represents a premium of approximately 8 percent to the
closing mid-market share price on 7 May 2020. The net proceeds will
provide the Company with additional working capital to pursue the
recovery of an interest in the Licence, as well as for general
working capital purposes. When added to the convertible loan notes
instrument announced on 3 April 2020, the Board believes the
Company should have sufficient funds on its current cost basis to
continue operations into 2021.
Admission to trading on AIM
The Company will apply for the admission of the 25,000,000 new
Ordinary Shares to be issued pursuant to the Fundraise (the
"Fundraise Shares") to trading on AIM and this is expected to take
place on or around 29 May 2020 ("Admission").
Following Admission, the Company's issued share capital will
consist of 343,685,370 Ordinary Shares with no Ordinary Shares held
in treasury. Therefore, the above figure of 343,685,370 may be used
by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change to their interest in, Pathfinder under the FCA's
Disclosure and Transparency Rules.
Richard Jennings, who, together with his related parties, Align
Research and C. A. Jennings, currently hold a total of 9.1 percent
of the Company's issued share capital, has agreed to subscribe for
5,000,000 Fundraise Shares. Following Admission of all the
Fundraise Shares, Align Research and related party - R. S. and C.
A. Jennings, will have an enlarged shareholding of 34,000,000
Ordinary Shares, representing 9.9 percent of the enlarged issued
share capital.
Issue of Warrants
Pursuant to the Fundraise, the Company has also issued to the
recipients of the Fundraise Shares one warrant to subscribe for one
new Ordinary Share for every Fundraise Share with an exercise price
of 1.5p (the "Warrants"), exercisable for a period of two years
from the date of the admission to trading on AIM of the Fundraise
Shares.
Appointment of Corporate Broker
Novum Securities Limited has been appointed as corporate broker
to Pathfinder with immediate effect.
Broker Warrants
In connection with the Fundraise, the Company has agreed to
issue Novum Securities Limited warrants over 1,800,000 Ordinary
Shares valid for two years from the date of issue, being Admission,
which shall give Novum Securities Limited the right to acquire
1,800,000 Ordinary Shares of the Company at 1.5p per Ordinary
Share. A further 200,000 warrants will be issued to another
corporate advisor in relation to the Fundraise on the same
terms.
Board Role Change
Dennis Edmonds, currently a non-executive director of the
Company, has agreed to take on the role of Chief Executive Officer
with immediate effect. John Taylor will remain on the Board as a
non-executive director.
This Board change reflects the key role Dennis Edmonds is
playing in relation to progressing both the recovery of an interest
in the Licence and in assessing wider commercial opportunities for
the Company.
Grant of Share Options
The Company has granted an aggregate of 19,000,000 options over
the Ordinary Shares to Dennis Edmonds, Sir Henry Bellingham and
John Taylor (the "Director Options"). 5,000,000 options previously
awarded, but not yet vested, to John Taylor, as announced on 4 July
2019, will be cancelled. 1,500,000 options provisionally awarded to
Dennis Edmonds, but not yet issued, as announced on 2 August 2019,
will not be issued.
A total of 4,000,000 options previously awarded to Sir Henry
Bellingham will also be cancelled. This is made up of 2,750,000
options announced by the Company on 16 November 2016 and 1,250,000
options announced by the Company on 21 September 2018. Further
details of the Director Options are set out below:
Director No. of options Exercise Price Expiry Total No. of
Granted Options Held
====================== =============== =============== ============ =============
Dennis Edmonds 10,000,000 1.25p 11 May 2022 10,000,000
====================== =============== =============== ============ =============
John Taylor 5,000,000 1.25p 11 May 2022 7,500,000
Sir Henry Bellingham 4,000,000 1.25p 11 May 2022 6,000,000
====================== =============== =============== ============ =============
The issue of the Director Options will result in a holding by
the Board of the Company of, in aggregate,
23,500,000 share options in the Company, representing 6.4
percent of the issued share capital following Admission of the
Fundraise Shares and assuming exercise of the Director Options. Sir
Henry Bellingham also owns 1,212,121 warrants to subscribe for
ordinary shares in addition to the share options outlined
above.
Dennis Edmonds, Chief Executive Officer of Pathfinder,
commented:
"It is very encouraging that it now appears to be feasible to
facilitate an outcome in which all interested parties are involved.
The fact that all parties have indicated a willingness to achieve a
commercial settlement is very positive. It is unfortunate that this
positive development has occurred almost simultaneously with the
outbreak of COVID-19, putting travel plans on hold. Whilst we
cannot guarantee that an agreement will ultimately be reached that
satisfies all parties, the fact that we appear able to achieve
face-to-face communications - once travel restrictions are lifted -
gives us hope that a resolution may be achievable in the not very
distant future.
The Board appreciates the support of investors who have
participated in this premium Fundraise. Alongside the convertible
loan instruments announced last month, the Company is well placed
to pursue a final resolution with added momentum and vigour ."
Enquiries:
Pathfinder Minerals Plc
Dennis Edmonds, Chief Executive Officer
Tel. +44 (0)20 3440 7775
Strand Hanson Limited (Nominated & Financial Adviser)
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
Novum Securities Limited (Corporate Broker)
Colin Rowbury / Jon Belliss
Tel. +44 (0)20 7399 9400
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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