Board Changes & Proposed Issue of Bonus Shares
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").
16 August 2023
Pathfinder Minerals Plc
("Pathfinder" or the "Company")
Proposed Issue of Bonus Preference Shares
Pathfinder Minerals Plc, the Southern Africa focused natural resource company, announces today the appointment with immediate effect of Paul Barrett as an Executive Director, joining Mark Gasson, an existing non-Executive director of the Company. Dennis Edmonds, the Company's Non-Executive Chairman, will retire from the Board with immediate effect.
Background information to Board change appointment
Mr Barrett is a geologist with strong commercial and engineering experience. He is currently a director of Southwind Corporation, a USA company engaged in a rare earth enriched phosphate project in the Mid-Continent region of the United States. Mr Barrett is also a director of OK Energy Limited, a UK company focused on deepwater oil and gas exploration in South Africa, including a joint venture with Shell and Qatar Energy. Mr Barrett founded and was previously CEO of Europa Oil and Gas plc, an AIM-quoted oil and gas business currently focused in Ireland and onshore UK.
Mr. Peter Taylor, the current non-board CEO, will remain with the Company until the completion date of the proposed sale of IM Minerals ("IMM") to Acumen Advisory Group LLC ("AAG"), and then continue to assist the AAG team in pursuing the claim against the Government of Mocambique.
The current Board of Directors comprises Paul Barrett and Mark Gasson who both have many years of combined exploration experience, which places it in a strong position to follow up and develop identified exploration opportunities including, but not limited to, battery component metal and precious metal projects which have been presented to the Company.
Mark Gasson, Non-Executive Director of the Company, commented:
"I am delighted to welcome Paul to the Board, and I am confident that he will utilise his invaluable experience and knowledge as the Company transitions to new opportunities, focused on generating superior value for its shareholders. I pay tribute to Dennis Edmonds who has rendered outstanding service to the Company and its shareholders, for which we are very grateful. We wish him every success in the future."
Proposed Issue of Bonus Preference Shares
Further to the Company's announcement of 28 July 2023, the Board is pleased to report that it has received legal advice to allow the issuance of bonus preference shares to shareholders on the Company's share register at or after completion of the sale of IMM to AAG (the "Bonus Preference Shares"), subject to confirmation by the Company's shareholders. Doing so ensures that existing shareholders in the Company are rewarded for the many years it has taken to bring matters to a close with regard to the Bilateral Investment Treaty (BIT) claim (the "Claim"). As reported in the Company's announcement dated 10 December 2021, the valuation ranges prepared by Versant Partners LLC ('Versant') reflects a minimum of US$110 million for an ex-ante damages award, through to a US$1,500 million for an ex-post damages award. Under the Share Purchase Agreement signed with AAG, Pathfinder is entitled to US$30 million or 25% of this damages award, whichever sum is the greater (the "Preference Amount"). There can be no guarantee that the Claim will be successful.
To facilitate the issue of the Bonus Preference Shares, the Company intends to enter into a deed of assignment with a Special Purpose wholly owned subsidiary of the Company ("SPV") formed for the purpose, pursuant to which any net proceeds arising from the Claim will be paid to the SPV. The deed of assignment shall also include an indemnity from the SPV to the Company for all costs and liabilities that may arise in respect of the Claim. It is anticipated that the "Record Date" will be announced in due course by the Company. However, it is expected that the Record Date will be no later than 31 August 2023.
Pursuant to this deed, the SPV shall issue 632,494,834 shares of £0.01 each to the Company (being the same number of Ordinary Shares as the Company will have in issue at the Record Date.)
Subject to shareholder approval and pursuant to the Bonus Preference Shares, it is expected that every shareholder of the Company as at the Record Date will receive 1 new Bonus Preference Share in the SPV (the "New Preference Shares"). The New Preference Shares shall entitle the holders thereof to receive, subject to the Companies Act, a preferential dividend equal to the damages award that the Company may receive following the date upon which the Preference Amount is finally determined by the Directors ("the Preference Amount Determination Date").
The Company will settle such preferential dividend either by transferring to each relevant Shareholder 1 Ordinary Share of the SPV for each 1 New Preference Share held or by the issue of 1 New Ordinary Share of the Company for each 1 New Preference Share held. In the event that no Preference Amount is received by the Company, no amount shall be payable to the holders of the Preference Shares by the Company.
The New Preference Shares do not confer on the holders thereof any voting rights and, following the payment of the Preference Amount, the New Preference Shares shall not entitle the holders thereof to any further economic rights. Following the payment of the Preference Amount, the Company will be authorised at any time to effect a transfer of the New Preference Shares without reference to the holders thereof and for no consideration pursuant to and in accordance with the Act. Accordingly, the New Preference Shares will, for all practical purposes, be valueless following the payment of the Preference Amount and it is the Board's intention, at an appropriate time, to have the Preference Shares cancelled, whether through an application to the Companies Court or otherwise in accordance with the Act.
Additional disclosures required under the AIM Rules for Companies
Paul Anthony Barrett, aged 65 is, or has during the last five years, been a director or partner of the following companies and partnerships:
E&P Power Limited
Southwind Holdings Limited
OK Energy (North Sea) Limited
OK Energy Limited
Franklin Petroleum Limited
45 Kingston Road Limited
Osprey Oil & Gas Limited
Westgate Energy Limited
Franklin Petroleum Canada Limited
Malopolska Oil & Gas Company Sp.z.o.o
Paul Barrett was appointed as a director of E&P Power Limited as well as OK Energy (North Sea) Limited ("OK Energy") on 10 May 2018 and 22 July 2016 respectively. E&P Power Limited was the parent company of OK Energy (North Sea) Limited (together the "Group"). OK Energy's sole asset was a UK oil exploration licence. Following the expiry of this licence as well as the non-completion of a farm-in agreement OK Energy was considered to no longer be a viable concern and as a result inter-company loans in the Group were written off. Accordingly, on 11 July 2022 Smith & Barnes Insolvency practitioners were appointed for the Group to manage a creditors voluntary liquidation (the "CVL"). Following successful conclusion of the CVL, the Group was dissolved on 22 May 2023.
Mr. Barrett does not hold any Ordinary Shares in the Company.
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. [email protected]