REG - Pathfinder Minerals - Half-Year Results
26/09/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230926:nRSZ5790Na&default-theme=true
RNS Number : 5790N Pathfinder Minerals Plc 26 September 2023
The information contained within this announcement was deemed by the Company
to constitute inside information as stipulated under the UK Market Abuse
Regulation
26 September 2023
Pathfinder Minerals plc
("Pathfinder" or the "Company")
Half-Year Results
Pathfinder (AIM: PFP), an AIM Rule 15 cash shell, today announces its
unaudited interim results for the six months ended 30 June 2023 (the
"Reporting Period"). These results will shortly be made available on the
Company's website at www.pathfinderminerals.com
(http://www.pathfinderminerals.com) .
Paul Barrett, Executive Director of the Company, commented:
"Whilst the Reporting Period pre-dates the successful completion of the
Disposal of IMM to AAG, that event marked a step change in the Company's
strategy going forward and an improvement in its fortunes. The Board,
comprising two entrepreneurial exploration geologists, is now well placed to
identify and secure one or more projects for the Company's next phase of
growth. I am very pleased to be part of this process and I look forward to
reporting progress in due course.
Following the receipt of funds in respect of the Disposal of IMM, we have a
strengthened balance sheet and an exciting opportunity to bring in new
ventures to create a platform for strong shareholder value growth in the near
to medium term."
Enquiries:
Pathfinder Minerals Plc
Paul Barrett, Executive Director
Tel. +44 (0)20 3143 6748
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 (Public Relations)
Ben Simons / Kate Kilgallen
Tel. +44 (0)20 7390 0234
Email. pathfinderminerals@vigoconsulting.com
(mailto:pathfinderminerals@vigoconsulting.com)
EXECUTIVE DIRECTOR'S STATEMENT
Introduction
The Company's primary activity during the Reporting Period was the negotiation
of a sale of the Company's wholly owned subsidiary, IM Minerals Limited
("IMM") (the "Disposal") and the administrative processes necessary to enable
the Disposal to complete. IMM holds the rights to bring a claim against the
Government of Mozambique for the expropriation of Mining Concession 4623C (the
"Claim").
Successful disposal of IM Minerals Limited
Following the Disposal, which completed after the period end, on 18 August
2023 ("Completion"), Pathfinder received an initial consideration of £1.0
million. The purchaser, Acumen Advisory Group LLC ("AAG") has undertaken to
commence legal proceedings against the Government of Mozambique in respect of
the Claim within three months of Completion. AAG has confirmed, among other
things, that it has secured at least US$15 million to fund the Claim and that
it will use its best endeavours to settle and/or finalise 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 AAG 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 ("Contingent Payment").
As reported in the Company's announcement dated 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 the Pathfinder register 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 are those who
were on the Company's register as at 6:00pm on the record date of 5 September
2023.
AIM Rule 15
Having successfully completed the Disposal, the Company has 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 constitute a reverse
takeover under AIM Rule 14 ("Reverse Takeover") or be re-admitted to trading
on AIM as an investing company (which requires, inter alia, the raising of at
least £6.0 million) under the AIM Rules, on or before the date falling six
months from 18 August 2023.
If the Company does not complete a Reverse Takeover in accordance with AIM
Rule 14, or otherwise if re-admitted to trading on AIM as an investing company
fails to implement its investing policy to the satisfaction of the London
Stock Exchange within twelve months of becoming an investing company, the
London Stock Exchange will suspend trading in the Company's AIM securities
pursuant to AIM Rule 40.
In light of the Company's current position, the Board is evaluating
opportunities in the sectors that it considers appropriate, seeking to
identify one or more projects or assets that the Company can acquire, which
would constitute a Reverse Takeover pursuant to AIM Rule 14.
Any Reverse Takeover transaction will require the publication of an AIM Rules
compliant admission document and will be subject to shareholder approval at a
general meeting of the Company, to be convened at the appropriate time.
Financial results and current financial position
The unaudited interim financial statements of Pathfinder for the six months
ended 30 June 2023 follow later in this report.
The Income Statement for the period ended 30 June 2023 reflects a loss of
£235k (H1 2022: loss of £185k). The Group's Statement of Financial Position
shows total assets as at 30 June 2023 of £167k (31 December 2022: £59k). The
assets were held largely in the form of cash deposits of £146k (31 December
2022: £46k).
The cash position as at the date of this report, following the receipt of the
Disposal funds and settlement of several costs that were contingent on
completion of the Disposal, including legal and advisory fees and termination
costs, is £567k.
Board Changes
Ahead of Pathfinder's Annual General Meeting on 22 June 2023, Peter Taylor
resigned as a director of the Company but remained as an employee of the
Company in the role of non-Board Chief Executive Officer until Completion.
After the period end on 16 August 2023, shortly prior to Completion, Dennis
Edmonds, Non-Executive Chairman, resigned from the Board, and I joined the
Board as Executive Director to lead the Company's search for new opportunities
following Completion.
The current Board is comprised of Mark Gasson and me. Between us, we have many
years of natural resource sector experience, and we believe that this places
Pathfinder in a strong position to follow up on and progress suitable Reverse
Takeover candidates which includes, but are not limited to, potential resource
opportunities, which may be presented to the Company.
Outlook
The Disposal finally positioned Pathfinder to realise value from the Claim,
predominantly in the form of the substantial Contingent Payment in the event
of success, without incurring further costs associated with bringing the
Claim. It follows a long and costly process after the unsatisfactory events
that occurred in 2011, the responsibility for which ultimately lies with the
Government of Mozambique. I hope in due course the Eligible Shareholders will
be compensated through the Contingent Payment. Following the receipt of funds
in respect of the Disposal, we have now begun a new chapter for Pathfinder as
an AIM Rule 15 cash shell with a strengthened balance sheet and an exciting
opportunity to bring in new ventures.
Paul Barrett
Executive Director
26 September 2023
Unaudited Consolidated Statement of Comprehensive Income
For the 6 months ended 30 June 2023
6 months ended 6 months ended Year ended 31 December 2022
30 June 2023 Unaudited 30 June 2022 Audited
Unaudited
£'000 £'000 £'000
CONTINUING OPERATIONS
Revenue - - -
Administrative expenses (235) (185) (376)
OPERATING LOSS (235) (185) (376)
Net finance charges (8) - -
LOSS BEFORE INCOME TAX (243) (185) (376)
Income tax - - -
LOSS FOR THE PERIOD (243) (185) (376)
Total comprehensive loss for the period attributable to equity holders of the (243) (185) (376)
parent
Loss per share from continuing operations in pence per share: Basic and (0.04) (0.03) (0.07)
diluted
Unaudited Consolidated Statement of Financial Position
For the 6 months ended 30 June 2023
6 months ended 6 months ended Year ended 31 December 2022
30 June 2023 Unaudited 30 June 2022 Audited
Unaudited
£'000 £'000 £'000
NON-CURRENT ASSETS
Investments - - -
CURRENT ASSETS
Trade and other receivables 21 20 13
Cash and cash equivalents 146 146 46
TOTAL ASSETS 167 166 59
EQUITY AND LIABILITIES
Capital and reserves attributable to equity
holders of the Company:
Share capital 2 18,817 18,717 18,717
Share premium 14,614 14,239 14,239
Share based payment reserve 157 162 162
Warrant reserve 82 107 104
Accumulated deficit (33,567) (33,169) (33,357)
TOTAL EQUITY 103 56 135
CURRENT LIABILITIES
Trade and other payables 3 64 110 114
Borrowings - - 80
NON-CURRENT LIABILITIES - - -
TOTAL LIABILITIES 64 110 194
TOTAL EQUITY AND LIABILITIES 167 166 59
Unaudited Consolidated Statement of Changes in Equity
For the 6 months ended 30 June 2023
Called up share capital Share premium Share based payment reserve Warrant reserve Accumulated deficit Total equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December 2021 18,716 14,234 199 255 (33,169) 235
Loss for the period - - - - (185) (185)
Issue of share capital 1 5 - - - 6
Cost of issue - - - - - -
Share based payments - - (37) (148) 185 -
Balance at 30 June 2022 - Unaudited 18,717 14,239 162 107 (33,169) 56
Loss for the period - - - - (191) (191)
Issue of share capital - - - - - -
Cost of share issue - - - - - -
Share based payments - - - (3) 3 -
Balance at 31 December 2022 - Audited 18,717 14,239 162 104 (33,357) (135)
Loss for the period - - - - (243) (243)
Issue of share capital 100 400 - - - 500
Cost of share issue - (25) - - - (25)
Share warrants - lapsed - - (22) 22 -
Share based payments - repriced - - 6 - - 6
Share based payments - lapsed - - (11) - 11 -
Balance at 30 June 2023 - Unaudited 18,817 14,614 157 82 (33,567) 103
Unaudited Consolidated Statement of Cash Flows
For the 6 months ended 30 June 2023
6 months ended 30 June 2023 Unaudited 6 months ended Year ended 31 December 2022
30 June 2022 Unaudited Audited
£'000 £'000 £'000
Cash flows from operating activities
Operating loss (243) (185) (376)
Adjustments for:
Share-based payments 6 - -
Finance income (1) - -
Finance expense 9 - -
Net cash flow from operating activities before changes in working capital (229) (185) (376)
Changes in working capital:
(Increase)/decrease in trade and other receivables (8) (39) 6
Decrease in trade and other payables (50) (2) (35)
Net cash flow used in operating activities (287) (226) (405)
Cash flow from financing activities
Proceeds arising as a result of the issue of ordinary shares 500 6 6
Costs related to issue of ordinary share capital (25) - -
Proceeds of borrowings - - 80
Repayment of borrowings (80) - -
Finance expense (9)
Net cash flow from financing activities 386 6 86
Net increase/(decrease) in cash and cash equivalents in the period 99 (220) (319)
Cash and cash equivalents at beginning of the period 46 365 365
Cash and cash equivalents at end of the period 146 145 46
1. ACCOUNTING POLICIES
Basis of preparation
These unaudited consolidated interim financial statements ("interim financial
statements") for the six months ended 30 June 2023 have been prepared in
accordance with the requirements of the AIM Rules for Companies (the "AIM
Rules"). 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 2022, 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 2023. These include
unaudited comparatives for the six-month ended 30 June 2022 together with
audited comparatives for the year to 31 December 2022. 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
consistent with those applied in the previous annual financial statements for
the year ended 31 December 2022.
Going concern
Following the Disposal and with it, the Company's rights to the Claim, the
Company has ceased to own, control, or conduct all or substantially all its
previous trading business, activities and assets and, on 18 August 2023,
became an AIM Rule 15 cash shell.
As such, the Company is required to make an acquisition or acquisitions which
constitute a reverse takeover under AIM Rule 14 ("Reverse Takeover") or
be re-admitted to trading on AIM as an investing company (which requires,
inter alia, the raising of at least £6.0 million) under the AIM Rules, on or
before the date falling six months from 18 August 2023.
If the Company does not complete a Reverse Takeover in accordance with AIM
Rule 14, or otherwise if re-admitted to trading on AIM as an investing company
fails to implement its investing policy to the satisfaction of the London
Stock Exchange within twelve months of becoming an investing company, the
London Stock Exchange will suspend trading in the Company's AIM securities
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.
Following the Board changes in August 2023, the monthly cost of maintaining
the Company has reduced.
The directors have considered a number of alternative scenarios which include
the identification of a Reverse Takeover target. Whilst the cash resources of
the Company are currently expected to be sufficient to cover the costs of a
Reverse Takeover, this is unlikely to remain the case if there is a
significant delay in identifying or completing the acquisition of, an
appropriate target.
As the successful completion of any Reverse Takeover target cannot be assured
at this time, the directors have concluded that a material uncertainty exists
as to the Company's ability to continue as a going concern beyond the AIM Rule
15 timetable. This uncertainty arises primarily because should the Company's
shares be suspended from trading on AIM or its listing is cancelled, the
Company's ability to raise finance would be significantly impaired.
Notwithstanding the above, as at the date of approval of the financial
statements, the base case cash flow forecast indicated that no additional cash
resources will be required over the course of the next 12 months. The
directors therefore consider the Group and the Company to be a going concern
and have therefore prepared these financial statements on the going concern
basis.
2. SHARE CAPITAL
Called up, allotted, issued and fully paid share capital
No. Ordinary shares of 0.1p each Deferred shares of 9.9p each Allotment price Share Capital £'000 Share Premium £'000
(£s)
Total as at 31 December 2022 532,494,834 183,688,116 n/a 18,717 14,239
1 February 2023 100,000,000 - 0.005 100 400
1 February 2023 - - - - (25)
Total as at 30 June 2023 632,494,834 183,688,116 n/a 18,818 14,614
Share options in issue
Exercise Price Grant Date Expiry Date At 1 January 2023 Lapsed At 30 June 2023
0.75p((1)) 11 May 2023 30 June 2025 10,000,000 - 10,000,000
0.75p((2)) 30 August 2023 30 June 2025 6,000,000 - 6,000,000
n/a n/a 20 September 2023 18,750,000 - 18,750,000
n/a n/a 16 March 2023 6,000,000 (6,000,000) -
n/a n/a 31 March 2023 6,000,000 (6,000,000) -
0.75p((3)) 8 June 2023 30 June 2025 6,000,000 - 6,000,000
0.75p((4)) 22 June 2023 30 June 2025 3,000,000 - 3,000,000
0.75p((5)) 3 October 2023 30 June 2025 5,000,000 - 5,000,000
60,750,000 (12,000,000) 48,750,000
On 27 April 2023, the directors extended the expiry date and amended the
exercise price of certain of the subsisting share options as follows:
Previous expiry date Revised expiry date Original exercise price Revised exercise price
((1)) 11 May 2023 30 June 2025 1.25p 0.75p
((2)) 30 August 2023 30 June 2025 1.25p 0.75p
((3)) 3 October 2023 30 June 2025 1.25p 0.75p
((4)) 8 June 2023 30 June 2025 1.25p 0.75p
((5)) 22 June 2023 30 June 2025 1.25p 0.75p
Share warrants in issue
Share Warrants Expiry / Date At 1 January 2023 Lapsed At 30 June 2023
Exercise Price
0.50p 31 May 2023 11,666,668 (11,666,668) -
1.50p 31 May 2023 3,076,923 (3,076,923) -
0.60p 29 April 2024 3,500,000 - 3,500,000
18,243,591 - 3,500,000
3. TRADE AND OTHER PAYABLES
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December 2022
Unaudited Unaudited
£'000 £'000 £'000
Trade creditors 1 5 4
Social security and other taxes 21 64 43
Other creditors 42 41 42
Accruals and deferred income - - 25
64 110 114
4. SALE OF INVESTMENT
Although shareholders had approved the Disposal in May 2023, the transaction
was renegotiated before being reapproved by shareholders and the Disposal was
completed in August 2023. As at 30 June 2023, in view of the uncertainty
around whether the Disposal would complete, neither the funds received in the
transaction of £1,000,000 nor the associated costs of £371,088, including
legal and advisory fees contingent on completion, have been reflected in these
financial statements. Following the settlement of these costs, the Company's
cash position as of the date of this report is £567k.
A further £100,000 will become payable at the earlier of the Company's next
fundraising or 1 February 2024. An additional success fee relating to the
Claim, of 2.5% of the gross value of the proceeds arising, will become payable
to a third-party in connection with their introducer fee.
5. EVENTS AFTER THE REPORTING DATE
Completion of the sale of IM Minerals Limited
Following the end of the reporting period, the aforementioned transaction
concerning the disposal of IM Minerals Limited was necessarily renegotiated
and approved by shareholders and the disposal completed on 18 August 2023,
resulting in the receipt of £1.0 million. Full details of the disposal, which
would entitle the Company to receive the greater of US$30 million or 25% of
any damages award in respect of the Claim, are set out in the Company's Notice
of General Meeting dated 31 July 2023.
The Company set a record date of 6pm on 5 September 2023; whereby shareholders
on the Company's register of members as at that date would be entitled to
receive Bonus Preference Shares which would entitle the holders thereof, to
the net proceeds received in respect of the Claim. Initial details relating to
this was announced by the Company on 16 August 2023 and 1 September 2023.
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 (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR BLGDCXGDDGXURecent news on Pathfinder Minerals
See all newsREG - Pathfinder Minerals - Update on proposed acquisition of Rome Resources
AnnouncementREG - Pathfinder Minerals - Update in relation to £1.275 million subscription
AnnouncementREG - Pathfinder Minerals - Holding(s) in Company
AnnouncementREG - Pathfinder Minerals - Update on Rome Resources
AnnouncementREG - Pathfinder Minerals - Amendment to the revised IM Minerals SPA
Announcement