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RNS Number : 7866P
Pathfinder Minerals Plc
19 February 2021
19 February 2021
Pathfinder Minerals Plc
("Pathfinder" or the "Company")
Strategy Update, Placing, CLN Amendment & TVR
Pathfinder announces that it has entered into an agreement to
conditionally raise GBP300,000 before expenses by way of a placing
of 60,000,000 new Ordinary shares of 0.01 pence each ("Ordinary
Shares") at a price of 0.50 pence per share ("Placing Shares") (the
"Placing"). The net proceeds will provide the Company with
additional working capital as it pursues the recovery of its mining
licences in Mozambique.
Further to the RNS announcements of 16 December 2020 ('
Bilateral Investment Treaty Claim - Legal Opinion'), 30 November
2020 ('Recovery of Costs Awards') and 2 November 2020 ('Company
Strategy Update'), the Board believes Pathfinder now has the
necessary tools in place to enable it to monetise the licences
either through a litigation funded legal claim against the
Government of Mozambique or, should a diplomatic resolution be
achieved, through the development of the project by a strategic
partner. Either outcome should, if achieved, result in a
significant recovery of value to Pathfinder shareholders.
Alongside this, the Board is aware of potential additional
commercial opportunities for value creation in the wider market and
will actively assess such opportunities.
Peter Taylor, CEO of Pathfinder, commented:
"The Board has worked tirelessly to find a resolution to what
has evolved into an extremely valuable Bilateral Investment Treaty
claim. We have reached a crossroad at which there is little more we
can add to extracting value from our claim, which would now be
better advanced by litigation experts on a fully funded, success
fee basis, or to the development of these Tier 1 assets by a larger
mining organisation.
Pathfinder holds the keys to unlocking the unencumbered
development of this project and to this dispute; a situation that
was not of its own making and which has been to the detriment of
the government of Mozambique by those who perpetrated it. We hope
that the hard work of the Company pays off for our shareholders
whilst we prepare the Company for its next chapter."
Further details on the Placing
The Placing will take place in two tranches: The first tranche
will comprise the firm placing of 38,500,000 Placing Shares. The
second tranche, which will be conditional on shareholder approval,
will comprise 21,500,000 Placing Shares.
Application will be made for the first tranche comprising
38,500,000 Placing Shares to be admitted to trading on AIM
("Admission") and it is expected that Admission will occur on or
around 25 February 2021.
In order to facilitate the issue of the second tranche of
Placing Shares, shareholders will be required to grant the Board
additional authority to issue new Ordinary shares pursuant to
ss.551 and 560 of the Companies Act 2006. The Board intends to call
a general meeting of shareholders for this purpose and a notice of
general meeting will be issued in the very near future. Subject to
the granting by shareholders of the requisite authorities, the
second tranche of Placing Shares will be issued, and the net
proceeds received by the Company, shortly following the general
meeting subject then only to admission to trading on AIM.
Commission of 4% on GBP286,792 of the placing proceeds
(excluding VAT) will be payable to Align Research Ltd ("Align") and
will be settled through the allotment and issuance of 2,294,336
Ordinary Shares at a price of 0.5 pence per share (the "Commission
Shares"). The Commission Shares will be issued on or around the
same date as the second tranche of Placing Shares and as such are
also conditional on shareholder approval as referred to above.
Amendment to the Terms of Convertible Loan Notes
The completion of the Placing will necessitate a change to
certain terms associated with the Convertible Loan Notes currently
outstanding, and which the Company announced on 3 April 2020.
Under the terms of the Convertible Loan Notes issued by the
Company in April 2020 (the "April 2020 CLN"), any placing of new
Ordinary Shares conducted at a price less than the exercise price
of the warrants linked to the April 2020 CLN ("CLN Warrants") would
result in the exercise price of the CLN Warrants being reduced to
equate to the price at which such placing occurred.
As such, as a result of the Placing, the exercise price of any
remaining CLN Warrants has changed from 0.6 pence to 0.5 pence.
Related Party Transaction
Align, together with its connected persons, R S and C A
Jennings, is regarded as a related party of the Company as defined
by the AIM Rules due to its classification under the AIM Rules as a
Substantial Shareholder. The Company was notified on 18 November
2021 by Align (together with its connected persons), that its
interest in the Company's shares was 58,429,839 Ordinary Shares,
representing 14.64% of the Company's total issued share
capital.
The issue of the Commission Shares is considered to be a related
party transaction pursuant to Rule 13 of the AIM Rules for
Companies. The directors of the Company consider, having consulted
with the Company's Nominated Adviser, Strand Hanson Limited, that
the terms of the issue of the Commission Shares are fair and
reasonable in so far as the Company's shareholders are
concerned.
Following the issue of the Commission Shares, insofar as the
Company is aware, Align (together with its connected persons) will
be interested in 60,724,175 Ordinary Shares in the Company.
Total Voting Rights
Upon Admission of the First Tranche of 38,500,000 Placing
Shares, the Company's issued share capital will consist of
437,533,832 Ordinary shares with one voting right each. The Company
does not hold any Ordinary Shares in treasury. Therefore, the total
number of Ordinary Shares and voting rights in the Company will be
437,533,832. With effect from Admission, this figure may be used by
shareholders in the Company 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, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
Enquiries
Pathfinder Minerals Plc
Peter Taylor, Chief Executive Officer
Tel. +44 +44 (0)20 3143 6748
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
Novum Securities Limited (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").
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END
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February 19, 2021 10:34 ET (15:34 GMT)
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