TIDMPFP
RNS Number : 6204H
Pathfinder Minerals Plc
28 July 2023
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK Market Abuse Regulation
28 July 2023
Pathfinder Minerals Plc
("Pathfinder" or the "Company")
Entry into revised SPA for sale of IM Minerals
Pathfinder Minerals Plc, the Southern Africa focused natural
resource company, is pleased to announce it has entered into a
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").
Highlights
-- Pursuant to the Revised SPA, Pathfinder will receive:
o a larger contingent payment of the greater of US$30 million
(previously US$24 million) or 25% (previously 20%) of the aggregate
amount payable on settlement or determination of the Claim; and
o an initial consideration of GBP1 million (previously GBP2
million) on completion of the Revised SPA ("Completion"), with such
funds having already been deposited in full in the Company's
solicitor's client account
-- All other material terms of the SPA remain as previously
announced in the 25 May 2023 circular available on the Company's
website at www.pathfinderminerals.com
Completion of the Revised SPA ("Completion") is conditional upon
shareholder approval being received at a general meeting of the
Company (the "General Meeting"), in line with AIM Rule 15, for the
disposal of IMM, to be held on or before 31 August 2023, with
Completion due on the date falling two business days from the
passing of the requisite resolution (or on such other date as is
agreed in writing by the Company and AAG). A further announcement
will be made by the Company upon publication of the necessary
circular and notice of General Meeting.
Dennis Edmonds, Chairman, commented:
"The new consideration structure better reflects the long-term
potential value of the Claim while providing shareholders
confidence that we can, subject to shareholder approval, complete
the Disposal in the knowledge that the full funds are already in
the Company's solicitors' client account. The Board are currently
taking legal and tax advice to ensure any subsequent future payout
in the event of a successful resolution of the BIT claim is
received almost exclusively by Pathfinder shareholders who are
shareholders of the Company at Completion.
The payment of GBP1 million is more than sufficient to meet all
the Company's current obligations and will also substantially
contribute to the costs of any future transaction."
Detailed terms and conditions of the Revised SPA
The consideration payable by AAG to the Company is GBP1 million
on Completion and the greater 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").
Under the Revised SPA, AAG confirms that it has secured funding
for at least US$15 million to fund the Claim and undertakes to the
Company that it will:
a) instruct lawyers to commence legal proceedings and issue a
claim in respect of the Claim within three months of
Completion;
b) use its best endeavours to settle and/or finalise the Claim
within five years of Completion; and
c) keep the Company informed of material developments in respect of the Claim.
Under the Revised SPA, the Company agrees that, if requested by
AAG, it will use reasonable endeavours insofar as it is reasonably
able, to assist AAG with a divestment to a third party of any
licences which are returned or awarded to it in respect of the
Claim.
The Company has provided AAG with certain warranties under the
Revised SPA with its aggregate liability capped at GBP2 million.
Any individual claim for breach of these warranties must exceed
GBP20,000 and all such claims together must exceed GBP200,000
before a claim for breach of warranty can be brought (when the
whole amount can be claimed) and any such claim for breach of
warranty must be notified by AAG to the Company within 12 months of
Completion.
AIM Rule 15
On Completion, the Company will cease to own, control, or
conduct all or substantially all of its existing trading business,
activities or assets and will 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, should the Disposal complete, the Company will
become an AIM Rule 15 cash shell and 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 to be received has been reduced from GBP2.0
million to GBP1.0 million, the directors are confident that the
initial consideration payable 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.
The Board will seek to preserve the right to the Deferred
Consideration for the benefit of shareholders who are recorded on
the Company's shareholder register at the time of Completion.
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.
Further update to recent board change
On 23 June 2023, the Company announced, amongst other matters,
that Peter Taylor had resigned as a director of the Company ahead
of the commencement of the Annual General Meeting and that Mr
Taylor will remain as an employee of the Company in the capacity as
Chief Executive Officer and will continue as a director of its
subsidiary companies, including IMM. In light of the progress made
in relation to the Revised SPA, the Directors of the Company have
now agreed with Mr Taylor that he will resign as CEO on Completion
but will remain a director of IMM and be available to assist AAG in
driving forward the Claim.
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
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 or visit 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.
END
MSCEVLFLXDLFBBL
(END) Dow Jones Newswires
July 28, 2023 11:14 ET (15:14 GMT)
Pathfinder Minerals (LSE:PFP)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Pathfinder Minerals (LSE:PFP)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024