PFP Pathfinder Minerals Plc

Chairman's Statement

For the Year Ended 31^st December 2023

Introduction

The Company focused on two key activities during the financial year ended 31st December 2023 - the disposal of its formerly wholly-owned subsidiary IM Minerals Limited ("IM Minerals") and engagement with a target company to acquire it through a reverse takeover.  Both of these activities, which are considered to be vital steps in the relaunch of Pathfinder, are detailed further below.

Successful disposal of IM Minerals Limited and transition to AIM Rule 15 Cash Shell

Following completion of the disposal of IM Minerals on 18 August 2023 ("Completion"), Pathfinder received an initial consideration of £1.0 million. The purchaser of IM Minerals, Acumen Advisory Group LLC ("Acumen"), undertook to commence legal proceedings against the Government of Mozambique in respect of the expropriation of Mining Concession 4623C (the "Claim") within three months of completion of the disposal of IM Minerals by Pathfinder, a deadline subsequently extended by mutual agreement to January 2024. Acumen filed the request for arbitration in January 2024. Acumen has assigned the Claim to Luangwa Resources LLC ("Luangwa").  Pathfinder management have met with Luangwa's principals and are satisfied of their intentions to finalise and/or settle 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 Acumen of a share 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"). The share of the net proceeds due to Pathfinder varies on a sliding scale from 40% to 22.5%, with Pathfinder entitled to 22.5% in the event that the amount awarded under the Claim is above US$120 million. As reported in the Company's announcement on 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 Pathfinder's share register at 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 of Pathfinder are those who were on the Company's register as at 6:00pm on the record date of 5 September 2023, further details of which were announced by Pathfinder on 1 September 2023.

Following Completion, the Company 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 constitutes a reverse takeover under AIM Rule 14 ("Reverse Takeover" (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 (which requires the raising of at least £6 million), failing which the Company's ordinary shares would then be suspended from trading on AIM pursuant to AIM Rule 40.

On 29 November 2023, Pathfinder announced¸ inter alia, into non-binding heads of terms regarding a potential acquisition of the entire issued share capital and to be issued share capital of Rome Resources Ltd ("Rome Resources"), which would constitute a reverse takeover under the AIM Rules (together the "Proposed Acquisition"). Rome Resources is a tin explorer active in the Democratic Republic of Congo and is a company in which Mark Gasson is also a director of. The Proposed Acquisition constitutes a reverse takeover under rule 14 of the AIM Rules. Therefore, the Proposed Acquisition would be subject, inter alia, to the approval of the Company's shareholders. In accordance with rule 14 of the AIM Rules, the Company's ordinary shares was suspended from trading on AIM with effect from 7:30 a.m. on 29 November 2023. The Company's ordinary shares will remain suspended until such time as either an admission document is published, or an announcement is released confirming that the Proposed Acquisition is not proceeding. Details of Rome Resources and its assets are set out below along with the outline terms of the proposed Reverse Acquisition.

Rome Resources Tin Project

Rome Resources holds majority indirect beneficial interests in two permits (totalling 38.4km²) in the eastern part of the Democratic Republic of Congo ('DRC'), collectively the Bisie Tin Project, where initial surface sampling and limited drilling to date has identified encouraging grades of tin, copper, silver and zinc in two prospects. The mineralisation is contained in early PalaeoProterozoic metamorphics (amphibolite schists) with the mineralising fluids believed to be associated with MesoProterozoic and later granite emplacement.  

The project lies only 8km along trend from the Alphamin's Mpama tin mine, which currently produces currently 4% of global tin production (with plans to increase to 7%) associated with the margins of the same large granitic mass.  Rome Resources has encountered grades of up to 12.8% tin, 7.8% copper, 4.2% zinc and >100ppm silver in its core samples. Two large surface anomalies have been identified on the permits, the size of which is comparable, if not larger, than the Alphamin deposits. 

Rome Resources' forward programme consists of further drilling on both anomalies to delineate a tin resource by end 2024. The continuity of this programme is important and it was therefore agreed to loan Rome the necessary funds to continue drilling, as detailed below.

Outline Terms for the Proposed Acquisition

The Proposed Acquisition constitutes a reorganization under Part 8 of Policy 5.3 of the TSX Venture Exchange ("TSX-V"). Related to the Proposed Acquisition, Pathfinder has agreed to lend the Company up to C$2,500,000 paid in two drawdowns on an unsecured basis to support its ongoing exploration activities in the DRC. The TSX Venture Exchange ("TSXV") has conditionally accepted for filing the loan between the Company and Pathfinder. The first drawdown of C$500k loan funds was drawn down at year end.

Under the non-binding heads of terms governing the Proposed Acquisition, a loan has been provided to Rome Resources to support its early 2024 drilling programme in a tin and related metals prospect in the Bisie North area of the North Kivu district of the DRC.  The terms of this loan facility are a maximum facility of C$2,500,000 which, when fully drawn down post year end, which trigged the issue of 10,000,000 warrants in Rome Resources to the Company, exercisable at C$0.25 per share.  A fixed payment of 10% is attached to the loan, except in the case of termination, when it will be 15%. The loan becomes repayable to the Company on the first anniversary of full drawdown, i.e. 12^th January 2025.

The Company is pleased with the progress made to date in relation to the Proposed Acquisition and all advisers are continuing to work hard on the proposed transaction to bring it to fruition.

Financial results and current financial position

As of 31 December 2023, cash and equivalents was £1,396,000 (2023: £46,000), primarily a result of a combination of the proceeds of £1 million from the disposal of IM Minerals and a placing undertaken in December 2023 to raise £1,275,000 before expenses.  There was an earlier equity raise in January 2023 of £0.5 million to provide working capital for the Company throughout 2023.  There were no operating revenues during the reporting period.

It should be noted that immediately following the end of the reporting period, £1,177,183 (CAD$ 2,000,000) was provided to Rome in January 2024 as the second and final drawdown on the loan facility agreed as part of the Proposed Acquisition.

Board changes

During the reporting period, there were several changes at board level, reflecting the changes in the business going forward. Peter Taylor stepped down from the board of Pathfinder on 22 June 2023 along with Dennis Edmonds on 16 August 2023. I was appointed at the same time and following the commencement of discussions with Rome Resources and took over the role of Chief Executive Officer of Pathfinder with Mark Gasson remaining a non-executive director.

Additionally in November 2023, David Taylor stepped down from the role of Company Secretary and the role was taken over by Silvertree Partners.

Outlook

The outlook for the Company is significantly better than that was the case a year ago. The disposal of IM Minerals and the potential for future value for shareholders has allowed the Company to move to the next stage of its development and with a sub-Saharan metals focus, the Company has landed on Rome Resources as a reverse takeover candidate, potentially giving shareholders exposure to a high-quality tin project. Tin has recently attracted attention as a somewhat overlooked critical metal with many commentators predicting a supply squeeze in the coming years. 

We believe this project offers shareholders an excellent opportunity to see significant returns. The Rome Resources' management were responsible for the world class Alphamin tin project just 8km from the Rome project and bring a wealth of knowledge and experience which will be invaluable in the development of the project.

Paul Barrett

Executive Director

7 May 2024

Consolidated Statement of Comprehensive Income

for the Year Ended 31 December 2023

Consolidated Statement of Financial Position

for the Year Ended 31 December 2023

The financial statements were approved for issue by the Board of Directors on 7 May 2024 and were signed on its behalf by:

Paul Barrett

Director

Consolidated Statement of Changes in Equity

for the Year Ended 31 December 2023

Consolidated Statement of Cash Flows

for the Year Ended 31 December 2023

Company Statement of Financial Position

for the Year Ended 31 December 2023

The Company has taken exemptions allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The loss after tax of the parent Company for the year was £43k (2022: £376k).

The financial statements were approved and authorised for issue by the Board of Directors on 7 May 2024 and were signed on its behalf by:

Paul Barrett
Director

Company Statement of Changes in Equity

for the Year Ended 31 December 2023

Company Statement of Cash Flows

for the Year Ended 31 December 2023

Notes to the Consolidated Financial Statements

for the year ended 31 December 2023

1.            ACCOUNTING POLICIES

General information

Pathfinder Minerals Plc is a public limited company, quoted on AIM and is incorporated, registered and domiciled in England.

The Company's registered office is 35 Berkeley Square, London, England, W1J 5BF.

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IASs) and with those parts of the Companies Act 2006 applicable to companies reporting under IASs. The financial statements have been prepared under the historical cost convention. The functional and presentational currency of the Company is Pound Sterling.

New standards, amendments and interpretations adopted by the Company

At the date of authorisation of these financial statements, the following standards and interpretations relevant to the Company and which have not been applied in these financial statements, were in issue but were not yet effective.

The adoption of these standards is not expected to have any material impact on the financial statements of the Company.

                Going concern

In determining whether these financial statements should be prepared on the going concern basis, the Directors must consider whether the business has adequate financial resources to continue to operate and meet its obligations for a period of at least 12 months from the date of this report. 

The Directors have assessed the funding needs of the business as it continues to progress the Proposed Acquisition with Rome Resources, together with the various forms of funding that remain available to it, including but not limited to the allotment of new ordinary shares for cash and the drawing of other forms of finance such as convertible debt instruments. Following consideration of the timing of costs associated with the continued efforts to complete the transaction, coupled with the assessment of the funding options that remain available as this process continues, the Directors have determined that sufficient funding remains available for the Company to continue to meet its obligations as they fall due over the course of this process. However, as the company does not have an ability to generate revenue and the timings around this are currently uncertain, a material uncertainty exists as to the Company's ability to then raise additional equity or debt funding based on conditions in existence at the appropriate time. The auditors have included a material uncertainty in the their audit report due to circumstances noted above.

The Directors believe that the Company has adequate financial resources available to continue its operational existence for at least 12 months from the date of the approval of these financial statements. Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing these financial statements.

Basis of consolidation

Although the Company's direct subsidiary as at 31 December 2022, IM Minerals Limited holds 99.9% of the issued share capital of Companhia Mineira de Naburi SARL, which in turn holds 99.8% of the issued share capital of Sociedade Geral de Mineracao de Moçambique SARL, events in 2011 indicated that the Company does not control either of these Moçambique-domiciled companies group companies; neither has it been possible to obtain the statutory registers or audited accounts for them; accordingly, these financial statements consolidate the financial statements of IM Minerals Limited only. IM Minerals Limited is a dormant intermediate holding company registered in England & Wales. In July 2023 the Company sold its holdings in IM Minerals Limited and its subsidiaries to Acumen Advisory Group LLC along with the rights to bring a claim against the government of Mozambique.  As a consequence of this divestment, the Company no longer consolidates the performance of IM Minerals Limited.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are considered in arriving at the operating result.

Employee benefit costs

The Group makes available a defined contribution pension scheme to eligible employees. Any contributions paid to the Group's pension scheme are charged to the income statement in the period to which they relate.

Equity instruments and reserves description

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

Ordinary shares are classified as equity.

Deferred shares are classified as equity but have restricted rights such that they have no economic value.

Share capital account represents the nominal value of the ordinary and deferred shares issued.

The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Share based payment reserve represents equity-settled share-based employee remuneration until such share options are exercised.

Warrant reserve represents equity-settled share-based payments until such share warrants are exercised.

The shares to issue reserve represents the total value of funds received in the year for issuance of share capital issued post reporting period end to which the price and number of shares are fixed.

Share-based payments

Where equity settled share options or warrants are awarded, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period.  Non-market vesting conditions are considered by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.

Financial instruments

Trade and other receivables

Trade receivables are measured at initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method. Trade and other receivables are accounted for at original invoice amount less any provisions for doubtful debts.  Provisions are made where there is evidence of a risk of non-payment, considering the age of the debt, historical experience and general economic conditions.  If a trade debt is determined to be uncollectable, it is written off, firstly against any provisions already held and then to the statement of comprehensive income.  Subsequent recoveries of amounts previously provided for are credited to the statement of comprehensive income.

Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss in accordance with the expected credit loss model under IFRS 9. For trade and other receivables which do not contain a significant financing component, the Company applies the simplified approach. This approach requires the allowance for expected credit losses to be recognised at an amount equal to lifetime expected credit losses. For other debt financial assets, the Company applies the general approach to providing for expected credit losses as prescribed by IFRS 9, which permits for the recognition of an allowance for the estimated expected loss resulting from default in the subsequent 12-month period. Exposure to credit loss is monitored on a continual basis and, where material, the allowance for expected credit losses is adjusted to reflect the risk of default during the lifetime of the financial asset should a significant change in credit risk be identified.

The majority of the Company's financial assets are expected to have a low risk of default. A review of the historical occurrence of credit losses indicates that credit losses are insignificant due to the size of the Company's clients and the nature of its activities. The outlook for the natural resources industry is not expected to result in a significant change in the Company's exposure to credit losses. As lifetime expected credit losses are not expected to be significant the Company has opted not to adopt the practical expedient available under IFRS 9 to utilise a provision matrix for the recognition of lifetime expected credit losses on trade receivables. Allowances are calculated on a case-by-case basis based on the credit risk applicable to individual counterparties.

Trade and other payables

Trade and other payables are held at amortised cost which equates to nominal value.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions and liquid investments generally with maturities of 3 months or less.  They are readily convertible into known amounts of cash and have an insignificant risk of changes in values.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the period.  Taxable profit differs from the net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible.  The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Provisions

Provisions are recognised when the Company has a present obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.  The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation.

Critical accounting estimates and judgements

The preparation of financial information in accordance with generally accepted accounting practice, in the case of the Group using IFRSs, requires the directors to make estimates and judgements that affect the reported amount of assets, liabilities, income and expenditure and the disclosures made in the financial statements. Such estimates and judgements must be continually evaluated based on historical experience and other factors, including expectations of future events.

Details of accounting estimates and judgements that have the most significant effect on the amounts recognised in the financial statements have been disclosed under the relevant note or accounting policy for each area where disclosure is required.

Valuation of share-based payments to employees

The Company estimates the expected value of share-based payments to employees and this is charged through the income statement over the vesting period.  The fair value is estimated using the Black Scholes valuation model which requires a number of assumptions to be made such as level of share vesting, time of exercise, expected length of service and employee turnover and share price volatility.  This method of estimating the value of share-based payments is intended to ensure that the actual value transferred to employees is provided for by the time such payments are made.

Recovery of loan to Rome Resources Ltd

As announced on 29 November 2023, the Company has entered into a proposed acquisition agreement to acquire the entire share capital of Rome Resources Ltd ("Rome").  The Company has entered into a loan agreement with Rome to fund the acquisition process, providing a total of CAD2,500,000 to Rome over the course of the transaction completion process.  As at the reporting date, the amount of CAD500,000 had been provided to Rome and which is carried in these financial statements at £299,000 as a non-current asset receivable.  Recovery of this receivable remains contingent on the completion of the proposed transaction.  The directors are of the opinion that completion of the proposed transaction is highly probable and as there is no indication that the loan receivable from Rome may not be recovered, no impairment has been recognised as regards this asset.

2.            SEGMENTAL REPORTING

The Group has one activity only. The whole of the value of the Group's and the Company's net assets in their respective financial statements at 31 December 2023 and 2022 was attributable to UK assets and liabilities.

3.            OPERATING LOSS

Group and Company

4.            EMPLOYEES AND DIRECTORS

The average number of persons employed by the Company in the financial year (including directors that receive remuneration) was 4 (2022: 5).

The highest paid director during the year received £130,000 (2022: 62,000).

The following tables set out and analyse the remuneration of directors for the years ended 31 December 2023 and 2022.

For the year ended 31 December 2023:

For the year ended 31 December 2022:

No share options were exercised by the directors, and no shares were received or receivable by any director in respect of qualifying services under a long-term incentive scheme.

5.            INCOME TAX

The charge for the year is made up as follows:

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022. No deferred tax asset has been recorded on tax losses carried forward.

Factors affecting the tax expense

The tax assessed for the year is higher than (2022: higher than) the standard rate of corporation tax in the UK. The difference is explained below:

6.            LOSS OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was £43k (2022: £376k).

7.            LOSS PER SHARE

Basic loss per share is calculated, as set out in the tables below, by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

In accordance with IAS 33, as the Group is reporting a loss for both this and the preceding year the share options

and warrants are not considered dilutive because the exercise of these would have the effect of reducing the loss per share.

8.            INVESTMENTS

Subsidiaries

Pathfinder Battery Commodities Ltd

Registered office:      35 Berkeley Square, London, W1J 5BF, United Kingdom

Nature of business:   Holding company

Class of shares:          Ordinary

Holding:                       100.00%

Incorporated:             20 May 2022

IM Minerals Limited held the shares in Companhia Mineira de Naburi SARL ("CMdN") which held titanium dioxide mining concessions in the Republic of Mozambique. In November 2011, the original vendors of IM Minerals' subsidiary, CMdN, advised the Company that they had procured the cancellation of IM Minerals Ltd's shares in CMdN and the transfer of its assets (the mining licences) to another company controlled by them. Whilst the Company is taking legal and other action in order to recover the shares and the licences, the Company, in the interest of accounting prudence, made full provision in the 2011 financial statements against the cost of its investment in IM Minerals Ltd. As a consequence of the situation regarding the Company's legal claims, the Company has been unable to verify the current registered office addresses for the Mozambique-domiciled companies, CMdN and Sociedade Geral de Mineracao de Moçambique SARL. Furthermore, whilst the Company believes these companies to be non-trading, the Company has been unable to verify their trading statuses.

On 28 July 2023 Pathfinder Minerals Plc sold 100% of its position to Acumen Advisory Group LLC along with its rights to bring a claim against the Government of Mozambique for initial consideration of £1,000,000. The remaining consideration consists of a contingent payment of the aggregate amount payable on settlement or determination of the claim shown in the below table.

9.            TRADE AND OTHER RECEIVABLES

The loan receivable balance of £299k (C$500K) is owed by Rome Resources, a related party entity as a result of having a common director.

10.          CASH AND CASH EQUIVALENTS

11.          SHARE CAPITAL

a)   Called up, allotted, issued and fully paid share capital

On the 29^th November 2023 the Company allotted 425,000,000 shares for total consideration of £1,275,000 net of associated costs. As at year end £60,000 remained outstanding from investors with £1,215,000 having been received in the year. This issuance was subject to shareholder approval which was obtained January 2024 and as a result these shares were issued subsequent to the year end and the cash received of £1,215,000 is shown within a shares to be issued reserve as at 31 December 2023.

b)   Share options & warrants in issue

Share options

⁽¹⁾    On 27 April 2023, the following amendments were made to certain of the above share options:

·      6,000,000 of the 6,000,000 1.25p options that were otherwise due to expire on 8 August 2023 were extended so as to lapse on 30 June 2025

·      5,000,000 options with an exercise price of 1.25p and an expiry date of 3 October 2023, were extended so as to expire on 30 June 2025.

·      6,000,000 options with an exercise price of 1.25p and an expiry date of 8 June 2023, were extended so as to expire on 30 June 2025.

·      3,000,000 options with an exercise price of 1.25p and an expiry date of 22 June 2023, were extended so as to expire on 30 June 2025.

·      10,000,000 options with an exercise price of 1.25p and an expiry date of 11 May 2023, were extended so as to expire on 30 June 2025.

Share warrants

(1)   On 31 January 2023, 5,000,000 warrants over Ordinary shares were issued at a strike price of 0.45p per share, the exercise period is 2 years.

12.          TRADE AND OTHER PAYABLES

13.          BORROWINGS

On 29 September 2022 and 28 December 2022, the Company announced it has entered into a loan agreement whereby an FCA authorised financial institution has arranged for the provision to the Company by an individual, of an unsecured loan facility of up to £120,000 (the "Loan") for working capital purposes. The Loan carried a simple fixed interest of 5.0 percent on any amounts drawn down and had issue costs of £5,000. The Loan was designed to provide the Company with access to additional working capital, should it be required. As at 31 December 2022 £80,000 had been drawn down.

The Loan was repaid in full together with accrued interest and the issue costs on 1 February 2023.

14.          CONTINGENT LIABILITIES

As at the reporting date, the Company had an obligation to disburse the second tranche of the loan to Rome Resources Ltd pursuant to the loan agreement announced on 29 November 2023, totalling C$2,000,000, contingent on receiving a formally executed drawdown request. Such a drawdown request was received in January 2024 and consequently disbursement of this second tranche of the loan took place in January 2024, see note 19 for further details.

15.          RELATED PARTY DISCLOSURES

· Related party receivables are disclosed in note 9 and 19.

· Details of directors' remuneration are given in note 4 above.

16.          SHARE BASED PAYMENTS

The fair values of the share options and warrants at the date of grant have been measured using the Black- Scholes pricing model, which takes into account factors such as the option life, share price volatility and the risk-free rate.

Each share option and warrant vested and was exercisable immediately upon grant. The share-based expense relating to each share option and share warrant was recognised in full on the date of grant.

Share options

⁽¹⁾ Daily sterling overnight index average (SONIA) rate at the date of grant was adopted as the effective risk-free rate.

⁽²⁾ Expected volatility is based on management's estimate of the expected volatility.

⁽³⁾ Repriced to 0.75p on 27 April 2023.

⁽⁴⁾ Values for repricing model of existing options for FV adjustment determination.

Share warrants

On 27 April 2023, the Company extended the expiry date of certain directors' share options and share warrants issued to a related party. The details are as follows:

The extension of share options and warrants did not result in a change to the fair value that was determined on initial recognition.

        The directors' interests in the share options and warrants of the Company as at 31 December 2023 are as follows:

The total share-based payment expense in the year for the Company was £6k in relation to options (2022: £nil) and £nil in relation to warrants (2022: £nil).

17.          Disposal of IM Minerals Limited ('IMM')

Consideration for the disposal of IMM is receivable in two tranches, being:

·              Tranche 1 - £1,000,000 on completion of the transaction;

·              Tranche 2 - A contingent payment based on a sliding recovery scale varying between 40% - 22.5% dependant on the amount recovered from the claim less reasonable costs incurred as shown in note 8.

                The Company had historically fully impaired all the fair value of the assets and liabilities of AAG, see note 8 for further details.

18.          FINANCIAL INSTRUMENTS

The Group and Company's principal financial instruments comprise cash and cash equivalents and other receivables/payables. The Company's accounting policies and method adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial assets, financial liability and equity instrument are set out in note 1. The Company does not use financial instruments for speculative purposes.

The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:

a)     Financial risk management objectives and policies

The Company's major financial instruments include bank balances and amounts payable to suppliers. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. The Directors manage and monitor these exposures to ensure appropriate measures are implemented on a timely and effective manner.

b)    Liquidity risk

Liquidity risk arises from the Company's management of working capital.

The Company regularly reviews its major funding positions to ensure that it has adequate financial resources in meeting its financial obligations. The Directors have considered the liquidity risk as part of their going concern assessment (see note 1). Controls over expenditure are carefully managed in order to maintain its cash reserves whilst it targets a suitable transaction. Financial liabilities are all due within one year.

c)     Credit risk

The Company's credit risk is attributable to its cash and loan balance. The credit risk from its cash and cash equivalents is limited because the counterparties are banks with high credit ratings and have not experienced any losses in such accounts. The Company assesses the creditworthiness of loans receivable from related parties and establishes appropriate terms and conditions for loan agreements. 

d)    Interest risk

The Company's exposure to interest rate risk is the interest received on the cash held, which is immaterial.

e)    Capital risk management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure. The Company has no borrowings. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, or issue new shares.

f)     Fair value of financial assets and liabilities

There are no material differences between the fair value of the Company's financial assets and liabilities and their carrying values in the financial information.

19.          EVENTS AFTER THE REPORTING PERIOD

The Company and Rome Resources entered into a non-binding heads of terms providing for the potential acquisition of the issued and outstanding securities of Rome by the Company. Related to the Proposed Acquisition, Pathfinder has agreed to lend the Company up to C$2,500,000 paid in two drawdowns on an unsecured basis to support its ongoing exploration activities in the DRC. The first drawdown of C$500k loan funds have been drawn down at year end.

Under the terms of the Heads of Terms governing the acquisition of Rome Resources, a loan has been provided to Rome to support its exploration programme in a tin and related metals prospect in the Bisie North area of the North Kivu district of the Democratic Republic of Congo ('DRC').  The terms of this loan facility are a maximum facility of C$2,500,000 which, when fully drawn down, triggers the issue of 10,000,000 warrants in Rome Resources to the Company, exercisable at C$0.25 per share.  A fixed payment of 10% is attached to the loan, except in the case of termination, when it will be 15%.  The loan becomes repayable to the Company on the first anniversary of full drawdown, ie 12^th January 2025.

As at year end the second drawdown of C$2,000,000 remains unpaid, being paid in full January 2024.

On the 29^th November 2023 the Company allotted 425,000,000 shares for total consideration of £1,275,000 net of associated costs and warrants of 212,500,000 with an exercise price of £0.0045. This issuance was subject to shareholder approval which was obtained January 2024. As a result these shares were issued subsequent to the year end.

20.          ULTIMATE CONTROLLING PARTY

                The directors believe there is no ultimate controlling party.