Result of GM & Completion of Disposal
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.
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]
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.
Total no. votes cast
% of ISC**
*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