TIDMPFP
RNS Number : 6294L
Pathfinder Minerals Plc
14 September 2021
14 September 2021
Pathfinder Minerals plc
("Pathfinder" or the "Company")
Half-year Results
Pathfinder reports its unaudited results today for the six
months ended 30 June 2021. These results will shortly be made
available on the Company's website.
Dennis Edmonds, Chairman, commented:
"During the period, the Board took a number of steps to
strengthen Pathfinder's position and prepare it to potentially
bring a substantial claim against the government of Mozambique for
its role in facilitating the expropriation from the Company of
Mining Concession 4623C in 2011. These measures included
strengthening the Company's financial position and Board,
intensifying pressure on the government of Mozambique and the
current licence holder, and undertaking substantial legal
preparatory work.
At the same time, the Board has been working to advance
opportunities to further its multiple-project strategy, to provide
additional avenues for value creation."
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
Tel. +44 (0)20 7409 3494
Vigo Consulting (Public Relations)
Ben Simons / Kate Kilgallen
Tel. +44 (0)20 7390 0234
Email. pathfinderminerals@vigoconsulting.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").
CHAIRMAN'S STATEMENT
Introduction
During the period, the Board took a number of steps to
strengthen Pathfinder's position and prepare it to potentially
bring a substantial claim against the government of Mozambique,
under the Mozambique-United Kingdom Bilateral Investment Treaty
(2004) (the "Treaty"), for its role in facilitating the
expropriation of Mining Concession 4623C (the "Licence") from the
Company in 2011 through a transfer which the Board believes was
unlawful.
Alongside this, the Board is aware of potential additional
commercial opportunities for value creation in the wider market and
continues to actively assess such opportunities.
Bilateral Investment Treaty claim
The Board has intensified pressure upon both the government of
Mozambique and TZM Resources S.A. ("TZM"), the current Licence
holder, placing the parties on notice of their potential exposure
in the event of a successful Treaty claim whereby the International
Centre for Settlement of Investment Disputes ("ICSID") tribunal
would have the power to order the return of the Licence to
Pathfinder's control or to order payment of damages by the
government of Mozambique to compensate Pathfinder for its loss. As
previously announced on 12 April 2021, Pathfinder estimates its
losses in connection with the diversion of the licensed areas,
including lost profits, to be in excess of US$ 621.3 million.
On 24 June 2021, the Board held a virtual meeting with the
Chairman of the Board of Directors of TZM and representatives from
the British High Commission in Mozambique, the UK Department for
International Trade, and the National Mining Institute of the
Mozambique Ministry of Mineral Resources and Energy, at which it
was made clear that, absent an alternative solution, TZM could lose
the benefit of its investment in the Licence.
The Board continues to make good progress in the legal
preparations to bring a Treaty claim, should it be required,
following the receipt in December 2020 of a favourable legal
opinion on the prospects of successfully establishing liability
against the government of Mozambique, including in respect of the
valuation of the claim and towards the engagement of litigation
funders.
New funds for working capital
During the period, the Company raised GBP720,000 before expenses
through the private placement of an aggregate of 130,000,000 new
shares, as announced on 19 February 2021 and 4 May 2021, to provide
the Company with additional working capital as it pursues the
recovery of the Licence.
Financial results and current financial position
The unaudited financial statements of the Pathfinder Group for
the six months ended 30 June 2021 follow later in this report. The
year ended 31 December 2020 financial statements of the Company
included a restatement of the results as at 31 December 2019 to
increase provision for legacy PAYE balances and to fully recognise
share-based payment charges. In addition, the 31 December 2019
results were restated to recognise the fair value of subsisting
share options and warrants in accordance with IFRS 2. The half-year
results as at 30 June 2020 have been restated to reflect the prior
year restated numbers.
The Income Statement for the period ended 30 June 2021 reflects
a loss of GBP298k (period ended 30 June 2020 as restated: GBP430k).
The Group's Statement of Financial Position shows total assets at
30 June 2021 of GBP631k (30 June 2020 as restated: GBP365k); the
assets were held largely in the form of cash deposits of GBP606k
(30 June 2020 as restated: GBP271k).
Management changes
On 17 March 2021, Jonathan Summers was appointed as an
independent Non-Executive Director.
Mr Summers brings over 25 years of international business
experience. He is a former Managing Director at Goldman Sachs,
mainly in Europe, having spent 15 years at the firm from 1996 to
2011. He was Founding Partner and Head of Business Development for
Everett Capital Advisors, a US$700 million London-based investment
fund, and Founding Principal and Head of Business Development for
Myriad Asset Management, a US$5 billion Hong Kong-based
multi-strategy asset management firm.
Concurrent with Mr Summers' appointment, John Taylor stepped
down as a Non-Executive Director. The Board is grateful to Mr
Taylor for his contribution, both as Chief Executive Officer and
latterly as Non-Executive Director.
On 25 May 2021, Mark Gasson was appointed as an independent
Non-Executive Director.
Mr Gasson is an accomplished geologist with 35 years of
experience in gold and base metals exploration and development
across Africa and South America. He has served as both a director,
and as Exploration Manager, of numerous mining companies and has
direct experience in assessing mineral sands projects. His
extensive technical experience will strengthen Pathfinder's ability
to identify and progress other potential resources projects to run
alongside the potential Treaty claim.
Outlook
Pathfinder's direction is clear. We will continue to take all
steps necessary to prepare the Company to launch a claim against
the government of Mozambique, while remaining open to further
engagement with the current licence holder on alternative
solutions. The Board will seek to advance this claim, for which it
has a favourable legal opinion, on a contingency basis with
litigation funders. At the same time, we will continue to assess
other project opportunities to provide additional avenues for value
creation.
Dennis Edmonds
Chairman
14 September 2021
Unaudited Consolidated Statement of Comprehensive Income
For the 6 months ended 30 June 2021
---------------------------------------------------------------------------------
6 months
6 months ended
ended 30 June 2020 Year ended
30 June 2021 As Restated 31 December
Unaudited Unaudited 2020
GBP'000 GBP'000 GBP'000
CONTINUING OPERATIONS
Revenue - - -
Administrative expenses (298) (430) (668)
OPERATING LOSS (298) (430) (668)
LOSS BEFORE INCOME TAX (298) (430) (668)
Income tax - - -
LOSS FOR THE PERIOD (298) (430) (668)
Total comprehensive loss for
the period attributable to
equity holders of the parent (298) (430) (668)
Loss per share from continuing
operations in pence per share:
Basic and diluted (0.07p) (0.14p) (0.19p)
Unaudited Consolidated Statement of Financial Position
For the 6 months ended 30 June 2021
--------------------------------------------------------------------------------------
6 months
6 months ended
ended 30 June 2020 Year ended
30 June 2021 As restated 31 December
Unaudited Unaudited 2020
GBP'000 GBP'000 GBP'000
NON-CURRENT ASSETS
Investments - - -
CURRENT ASSETS
Trade and other receivables 25 94 33
Cash and cash equivalents 606 271 191
TOTAL ASSETS 631 365 224
EQUITY AND LIABILITIES
Capital and reserves attributable
to equity
holders of the Company:
Share capital 2 18,716 18,542 18,584
Share premium 14,244 13,501 13,685
Other reserves 487 511 437
Accumulated deficit (33,128) (32,593) (32,831)
TOTAL EQUITY 319 (39) (125)
CURRENT LIABILITIES
Trade and other payables 3 312 369 349
Non-current Liabilities - 35 -
TOTAL LIABILITIES 312 404 349
TOTAL EQUITY AND LIABILITIES 631 365 224
Unaudited Consolidated Statement of Changes in Equity
For the 6 months ended 30 June 2021
----------------------------------------------------------------------------------------------
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
Restated as at
31 December 2019
and
1 January 2020 18,504 13,307 188 136 (32,163) (28)
---------------------- ---------- --------- ------------ --------- ------------ --------
Loss for the
period - - - - (430) (430)
Issue of share
capital 38 211 - - - 249
Cost of issue - (17) - - - (17)
Share based payments
as restated - - 3 184 - 187
---------------------- ---------- --------- ------------ --------- ------------ --------
Restated as at
30 June 2020
and 1 July 2020 18,542 13,501 191 320 (32,593) (39)
Loss for the
period - - - - (238) (238)
Issue of share
capital 42 184 - - - 226
Cost of share - - - - - -
issue
Share based payments
as restated - - (7) (67) - (74)
---------------------- ---------- --------- ------------ --------- ------------ --------
Balance at 31
December 2020 18,584 13,685 184 253 (32,831) (125)
Loss for the
period - - - - (297) (297)
Issue of share
capital 132 599 - - - 731
Cost of share
issue - (40) - - - (40)
Share based payments - - 23 27 - 50
---------------------- ---------- --------- ------------ --------- ------------ --------
Balance at 30
June 2021 18,716 14,244 207 280 (33,128) 319
Unaudited Consolidated Statement of Cash Flows
For the 6 months ended 30 June 2021
---------------------------------------------------------------------------------
6 months
6 months ended 30
ended 30 June 2020 Year ended
June 2021 As restated 31 December
Unaudited Unaudited 2020
GBP'000 GBP'000 GBP'000
Cash flows from operating
activities
Operating loss (297) (430) (668)
Adjustments for:
Share-based payments 50 187 113
Services settled in shares 11 - 50
Foreign exchange movement - - -
Net cash flow from operating
activities before changes
in working capital (236) (243) (505)
Changes in working capital:
Decrease in trade and other
receivables 8 9 70
Increase in trade and other
payables (37) 115 60
Net cash flow used in operating
activities (265) (119) (375)
Cash flow from financing activities
Proceeds arising as a result
of the issue of ordinary shares 720 250 430
Costs related to issue of
ordinary share capital (40) (17) (17)
Interest paid - - (5)
Net cash flow from financing
activities 680 233 408
Net increase in cash and cash
equivalents in the period 415 114 33
Cash and cash equivalents
at beginning of the period 191 158 158
Cash and cash equivalents
at end of the period 606 272 191
----------- ------------- -------------
1. ACCOUNTING POLICIES
B asis of preparation
These unaudited consolidated interim financial statements
("interim financial statements") for the six months ended 30 June
2021 have been prepared in accordance with the requirements of the
AIM Rules for Companies. 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 2020, 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
2021. These include unaudited comparatives for the six-month ended
30 June 2020 together with audited comparatives for the year to 31
December 2020. 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 in terms of IFRS and are consistent with those
applied in the previous annual financial statements for the year
ended 31 December 2020.
Going concern
The Directors maintain cash flow forecasts looking ahead for
periods not less than 12 months. As at the date of approval of the
financial statements, the cash flow forecast indicated that the
Company has sufficient cash resources for at least the next 12
months. The cash flow forecast could be impacted by any significant
changes to the Company's planned activities, and this could have a
material impact on whether the Company remains a going concern and
the Company's need to raise additional capital. Although the
Company has been successful in securing the support of legal
representatives in order that it can pursue its claim against the
government of Mozambique, there is no guarantee that additional
fees will not be incurred, which have not yet been forecast.
The Board and the Company have a successful track record in
having raised finance in the past, but no assurance can be given
that any additional funding will be available should it become
required, or if such funding was available, that it would be
offered on reasonable terms.
During the six months ended 30 June 2021, the Company raised
GBP720k before expenses via new share issues.
2. SHARE CAPITAL
Called up, allotted, issued and fully paid share capital
No. Ordinary Nominal value
shares of 0.1p (GBPs)
each
Total as at 31 December
2020 399,033,832 18,584,157
-------------------------- ---------------- --------------
25 February 2021 38,500,000 38,500
30 March 2021 23,764,336 23,794
20 May 2021 70,000,000 70,000
Total as at 30 June 2021 531,328,168 18,716,451
-------------------------- ---------------- --------------
As at 1 January 2020 and throughout the period to 30 June 2021,
the Company had in issue 183,688,116 Deferred shares of 9.9p
each.
Share options & warrants in issue
Share options
Exercise Expiry Date Number subsisting
Price
2.75p 3 July 2021 2,500,000
2.50p 9 April 2022 7,500,000
1.25p 11 May 2022 19,000,000
1.25p 30 August 2022 6,000,000
0.55p 16 March 2023 6,000,000
1.25p 31 March 2023 6,000,000
1.25p 8 June 2023 6,000,000
1.25p 22 June 2023 3,000,000
20 September
1.75p 2023 18,750,000
Share warrants
Exercise Expiry Date Number subsisting
Price
1.75p 21 October 2021 9,259,260
3.50p 3 June 2022 10,703,018
0.50p(1) 11 May 2022 12,833,334
1.50p 11 May 2022 41,846,153
1.25p 2 November 2022 2,500,000
0.60p 29 April 2024 3,500,000
(1) On 19 February 2021, in accordance with the terms of the 11
May 2020 warrant instrument, the warrants subsisting thereunder
were repriced from 0.60p to 0.50p each.
On 17 March 2021, the Company issued options to Jonathan
Summers, a director of the Company, exercisable for a period of up
to two years effective from 17 March 2021, to subscribe for up to
6,000,000 Ordinary shares at a price of 0.55p per share.
On 1 April 2021, the Company issued options to Jonathan Summers,
a director of the Company, exercisable for a period of up to two
years effective from 1 April 2021, to subscribe for up to 6,000,000
Ordinary shares at a price of 1.25p per share.
On 1 April 2021, the Company issued options to Mark Gasson, a
director of the Company, exercisable for a period of up to two
years effective from 1 April 2021, to subscribe for up to 6,000,000
Ordinary shares at a price of 1.25p per share.
On 21 May 2021, the Company issued broker warrants, exercisable
for a period of up to three years effective from 30 April 2021, to
subscribe for up to 3,500,000 Ordinary shares at a price of 0.6p
per share.
On 23 June 2021, the Company issued options to David Taylor, the
Company Secretary, exercisable for a period of up to two years
effective from 23 June 2021, to subscribe for up to 3,000,000
Ordinary shares at a price of 1.25p per share.
3. TRADE AND OTHER PAYABLES
6 months
6 months ended ended 30 Year ended
30 June 2021 June 2020 31 December
Unaudited Unaudited 2020
GBP'000 GBP'000 GBP'000
Trade creditors 34 48 58
Social security and
other taxes 224 218 226
Other creditors 44 88 48
Accruals and deferred
income 10 15 17
312 369 349
4. PRIOR YEAR ADJUSTMENTS
The impact of the 2019 restatement in respect of the legacy PAYE
balances and recognition of the share-based payment charges also
impacted the numbers as reported at 30 June 2020, which have
therefore been restated for comparison, as follows:
6 months ended 6 months
30 June 2020 ended 30
as previously June 2020
reported Unaudited
Unaudited Restatement as restated
GBP'000 GBP'000 GBP'000
Administrative expenses (228) (70) (298)
Operating loss (228) (70) (298)
Loss for the year (228) (70) (298)
Loss per share (basic
and diluted) (0.07p) - (0.07p)
Trade and other receivables 214 (189) 25
Total assets 485 146 631
Other reserves 48 439 487
Accumulated deficit (31,990) (602) (33,128)
Total equity 101 218 319
Trade and other payables 349 (37) 312
Total equity and liabilities 485 146 631
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