TIDMPFP
RNS Number : 8199J
Pathfinder Minerals Plc
18 August 2023
18 August 2023
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK Market Abuse Regulation
Pathfinder Minerals Plc
("Pathfinder" or the "Company")
Result of General Meeting
&
Completion of Disposal of IM Minerals Limited
Further to the announcement on 28 July 2023 regarding the
Company's revised sale and purchase agreement ("Revised SPA") with
Acumen Advisory Group LLC ("AAG") in respect of the disposal of IM
Minerals Limited ("IMM") (the "Disposal") and, with it, the rights
to bring a claim against the Government of Mozambique for the
expropriation of Mining Concession 4623C (the "Claim"), the Company
confirms that the Disposal was approved by shareholders at the
General Meeting held earlier today and that the Disposal has
subsequently today been completed ("Completion"). In accordance
with the Revised SPA, the GBP1 million initial consideration has
been received by the Company.
The resolutions regarding the Directors' authority to allot
shares and the disapplication of pre-emption rights were also
approved by shareholders.
A breakdown of the proxy votes is included in the appendix
below.
The Revised SPA includes, inter alia, a binding commitment by
AAG to commence legal proceedings against the Government of
Mozambique in respect of the Claim within three months of
Completion, with AAG having confirmed that it has secured at least
US$15 million to fund the Claim and will use its best endeavours to
settle and/or finalise the Claim within five years; and a
contingent payment to be made by AAG to Pathfinder 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 ("Deferred
Consideration").
AIM Rule 15
Following Completion of the Disposal, the Company has ceased to
own, control, or conduct all or substantially all its previous
trading business, activities or assets and has today become an AIM
Rule 15 cash shell. As such, the Company will be required to make
an acquisition or acquisitions which constitute a reverse takeover
under AIM Rule 14 (including seeking a re-admission as an investing
company (as defined under the AIM Rules)) on or before the date
falling six months from Completion and be re-admitted to trading on
AIM as an investing company under the AIM Rules for Companies (the
"AIM Rules") (which requires the raising of at least GBP6 million),
failing which the Company's ordinary shares would then be suspended
from trading on AIM 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. While the
initial consideration received has been reduced from GBP2 million
to GBP1 million, the directors are confident that the initial
consideration paid in respect of the Disposal of GBP1 million will
be sufficient to cover the costs of a reverse takeover under AIM
Rule 14 and provide initial working capital for the then enlarged
group.
Any reverse takeover transaction will require the publication of
an AIM Rules compliant admission document and will be subject to
shareholder approval at a further general meeting of the Company to
be convened at the appropriate time.
Schedule Four disclosure
In line with the requirements of Schedule Four of the AIM Rules,
IMM has no trading profits or losses, and its assets have been
fully impaired. As at 31 December 2022 (and at the date hereof),
the profits attributable to IMM are GBPnil (2021: GBPnil) and the
gross assets of IMM were GBPnil (2021: GBPnil). The Disposal will
therefore have no impact on the Company's consolidated financial
position, save that the Company will reflect a gain on the disposal
of IMM.
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
APPENDIX
The table below shows the proxy votes received on the resolution
proposed at the General Meeting. The full text of the resolutions
is contained in the Notice of General Meeting published on 31 July
2023, which is available on Pathfinder's website at
www.pathfinderminerals.com .
Total % of
Votes Votes no. votes ISC(**) Votes
Resolution For % Against % cast Withheld(***)
1 307,807,075 99.99 9,000 0.01 307,816,075 48.67 505,934
2 299,506,883 97.41 7,959,192 2.59 307,466,075 48.61 855,934
3(*) 231,162,156 75.11 76,603,919 24.89 307,766,075 48.66 555,934
(*) The Board notes the voting in relation to Resolution 3 which
was a Special Resolution. The Board will consider this and what
actions it may take to understand the reasons behind this voting
result and whether any further potential action should be taken
(**) Issued Share Capital
(***) A vote withheld is not a vote in law and is not included
in the calculation of the votes "For" or "Against" the resolution
or the total number of votes cast
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END
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August 18, 2023 08:42 ET (12:42 GMT)
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