REG - Pathfinder Minerals - Result of GM & Completion of Disposal

Pathfinder MineralsAnnouncement

18/08/2023 13:45

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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
£1 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 £6 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 £2 million to £1 million, the directors are confident that
the initial consideration paid in respect of the Disposal of £1
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
£nil (2021: £nil) and the gross assets of IMM were £nil (2021: £nil). 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
(http://www.pathfinderminerals.com) .

 

 Resolution  Votes For    %      Votes Against  %      Total no. votes cast  % of ISC(**)  Votes 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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