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PFP Pathfinder Minerals Plc

0.275
0.00 (0.00%)
03 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Pathfinder Minerals Plc LSE:PFP London Ordinary Share GB00BYY0JQ23 ORD 0.1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.275 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Crushed And Broken Limestone 0 -376k -0.0006 -4.50 1.71M

Pathfinder Minerals Plc Half-year Report (6880D)

30/10/2020 7:00am

UK Regulatory


Pathfinder Minerals (LSE:PFP)
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RNS Number : 6880D

Pathfinder Minerals Plc

30 October 2020

30 October 2020

Pathfinder Minerals Plc

("Pathfinder," the "Company" or the "Group")

Half-year results for the six months ended 30 June 2020

Pathfinder reports its unaudited results for the six months ended 30 June 2020.

As announced on 3 September 2020, the Company was granted by AIM Regulation a one-month extension to the date by which it is required under AIM Rule 18 to publish its interim accounts for the six months ended 30 June 2020. Accordingly, the Company was required to announce its half-year report before 31 October 2020.

Dennis Edmonds, Chairman, commented:

"The May 2020 decision from the Mozambique Supreme Court that they would not recognise the decision of the UK High Court leads Pathfinder into a new phase in the strategy to seek a return of its mining licences. The Board is in the process of undertaking a review of this strategy and intends to update shareholders imminently with a clear and decisive course of action."

Enquiries:

Pathfinder Minerals Plc

Peter Taylor, Chief Executive Officer

Tel. +44 (0)20 3440 7775

Strand Hanson Limited (Nominated & Financial Adviser and Broker)

James Spinney / Ritchie Balmer / Jack Botros

Tel. +44 (0)20 7409 3494

Vigo Communications (Public Relations)

Ben Simons / Simon Woods

Tel. +44 (0)20 7390 0234

Email. pathfinderminerals@vigocomms.com

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").

Chairman's statement

Introduction

In May 2020, Pathfinder announced that the Mozambique Supreme Court had rejected the Company's application for recognition of a judgment by the English High Court (the "English Judgment") which gave certain declarations to the effect that Pathfinder's subsidiary, IM Minerals Limited, validly acquired its shareholding in Companhia Mineira de Naburi S.A.R.L., which previously held the Company's mining licences. This outcome has no bearing on the English Judgment, which remains in force.

New funds for working capital

During the period, the Company completed two new financings. The first was a convertible loan note for GBP175,000 (announced on 3 April 2020) ("CLN"); and the second, an equity fundraising to issue 38,461,538 new shares for gross proceeds of GBP250,000 (announced on 28 May 2020), which completed on 3 June 2020.

Subsequent to period end a total of GBP98,000 of the CLN had been converted into equity with GBP77,000 outstanding as at today's date.

Management changes

On 3 July 2020, Peter Taylor was appointed as Chief Executive Officer, enabling me to step into the role of Chairman. John Taylor stepped down to a non-executive director role while Sir Henry Bellingham resigned to pursue new business interests. We thank Sir Henry for his commitment to Pathfinder over many years and wish him well in his future endeavours.

As previously announced on 3 January 2020, the commercial agreement with Africa Focus Group (the "AFG Agreement") was extended a further 3 months to the end of March 2020, albeit on a non-exclusive basis. The AFG Agreement was not extended further thereafter.

Financial results and current financial position

The financial statements of the Pathfinder Group for the six months ended 30 June 2020 follow later in this report. The Income Statement shows a loss of GBP228,000 (H1 2019 - GBP282,000). The Group's Statement of Financial Position shows total assets at 30 June 2020 of GBP486,000 (31 December 2019 - GBP380,000). The assets are held largely in the form of cash deposits of GBP271,000.

The Group remains adequately funded in the near to medium term to progress its legal remedies to regain its mining licences in Mozambique.

Strategic review and outlook

The May 2020 decision from the Mozambique Supreme Court that they would not recognise the English Judgment leads Pathfinder into a new phase in the strategy to seek a return of the mining licences. The Board is in the process of undertaking a review of this strategy and intends to update shareholders imminently with a clear and decisive course of action.

Dennis Edmonds

Chairman

30 October 2020

Consolidated Statement of Comprehensive Income

For the 6 months ended 30 June 2020

 
                                       6 months    6 months 
                                          ended       ended    Year ended 
                                        30 June     30 June   31 December 
                                           2020        2019          2019 
                                      Unaudited   Unaudited       Audited 
 Continuing operations                 GBP '000    GBP '000      GBP '000 
 
 Revenue                                      -           -             - 
 
 Administrative expenses                  (228)       (282)         (652) 
 
 Results from operating activities 
  and other income                        (228)       (282)         (652) 
 
 Finance income                               -           -             - 
 Finance expense                              -           -             - 
 
 Loss for the period/year before 
  taxation                                (228)       (282)         (652) 
 
 Taxation                                     -           -             - 
 
 Total comprehensive income 
  for the period/year attributable 
  to the equity holders of the 
  parent                                  (228)       (282)         (652) 
 
 Earnings/(loss) per share 
 Basic and diluted                      (0.07)p     (0.11)p       (0.22)p 
 

Consolidated Statement of Financial Position

For the 6 months ended 30 June 2020

 
                                            6 months    6 months 
                                               ended       ended    Year ended 
                                             30 June     30 June   31 December 
                                                2020        2019          2019 
                                  Note     Unaudited   Unaudited       Audited 
                                            GBP '000    GBP '000      GBP '000 
 Non-current assets 
 Property, plant and equipment                     -           -             - 
-------------------------------  -----  ------------  ----------  ------------ 
                                                   -           -             - 
 Current assets 
 Trade and other receivables       5             214         234           222 
 Cash and cash equivalents                       271         520           158 
-------------------------------  -----  ------------  ----------  ------------ 
 Total current assets                            485         754           380 
-------------------------------  -----  ------------  ----------  ------------ 
 Total assets                                    485         754           380 
 
 Equity and liabilities 
 Capital and reserves attributable 
  to equity holders of the Company: 
 Share capital                                18,542      18,471        18,504 
 Share premium                                13,501      13,245        13,307 
 Other reserves                                   48          41            45 
 Accumulated deficit                        (31,990)    (31,393)      (31,762) 
-------------------------------  -----  ------------  ----------  ------------ 
 Total equity                                    101         365            94 
 
 Liabilities 
 Trade and other payables          6             349         388           286 
 Convertible Loan Note             7              35           -             - 
-------------------------------  -----  ------------  ----------  ------------ 
 Total current liabilities                       384         388           286 
-------------------------------  -----  ------------  ----------  ------------ 
 Total equity and liabilities                    485         754           380 
 
 

Consolidated Statement of Changes in Equity

For the 6 months ended 30 June 2020

 
                                 Share      Share                    Accumulated     Total 
                               capital    premium   Other reserves       deficit    equity 
                                 $'000      $'000            $'000         $'000     $'000 
---------------------------  ---------  ---------  ---------------  ------------  -------- 
 Balance at 1 January 2019      18,458     12,431               25      (31,110)     (196) 
---------------------------  ---------  ---------  ---------------  ------------  -------- 
 
 Loss for the period                 -          -                -         (282)     (282) 
 Shares issued                      13        814                -             -       827 
 Cost of issue                       -          -                -             -         - 
 Share based payments                -          -               16             -        16 
---------------------------  ---------  ---------  ---------------  ------------  -------- 
 Balance at 30 June 2019        18,471     13,245               41      (31,392)       365 
---------------------------  ---------  ---------  ---------------  ------------  -------- 
 
 Loss for the period                 -          -                -         (370)     (370) 
 Shares issued                      33         62                -             -        95 
 Cost of issue                       -          -                -             -         - 
 Share based payments                -          -                4                       4 
---------------------------  ---------  ---------  ---------------  ------------  -------- 
 Balance at 31 December 
  2019                          18,504     13,307               45      (31,762)        94 
---------------------------  ---------  ---------  ---------------  ------------  -------- 
 
 Loss for the period                 -          -                -         (228)     (228) 
 Shares issued                      38        211                -             -       249 
 Cost of issue                       -       (17)                -             -      (17) 
 Share based payments                -          -                3             -         3 
---------------------------  ---------  ---------  ---------------  ------------  -------- 
 Balance at 30 June 2020        18,542     13,501               48      (31,990)       101 
---------------------------  ---------  ---------  ---------------  ------------  -------- 
 

Condensed Consolidated Interim Statement of Cash Flows

For the 6 months ended 30 June 2020

 
                                            6 months    6 months          Year 
                                               ended       ended         ended 
                                             30 June     30 June   31 December 
                                                2020        2019          2019 
                                           Unaudited   Unaudited       Audited 
                                            GBP '000    GBP '000      GBP '000 
 Operating activities 
 Loss for the period before income 
  tax                                          (228)       (282)         (652) 
 Adjustments for: 
 Share-based payments                              3          16            20 
 Services settled in shares                                    -            52 
 Foreign exchange movements                                    -             3 
----------------------------------------  ----------  ----------  ------------ 
 Net cash flows used in operating 
  activities before changes in working 
  capital                                      (225)       (266)         (577) 
----------------------------------------  ----------  ----------  ------------ 
 (Increase) / decrease in trade 
  and other receivables                            8        (19)          (30) 
 Increase/(decrease) in trade and 
  other payables                                  63        (52)           139 
----------------------------------------  ----------  ----------  ------------ 
 Net cashflows used in operating 
  activities                                   (154)       (337)         (468) 
----------------------------------------  ----------  ----------  ------------ 
 Investing activities 
 Interest received                                 -           -             - 
---------------------------------------   ----------  ----------  ------------ 
 Cash used in investing activities                 -           -             - 
---------------------------------------   ----------  ----------  ------------ 
 Financing activities 
 Proceeds arising as a result of 
  issue of ordinary shares                       249         805           574 
 Costs of issue of ordinary share 
  capital                                       (17)           -             0 
 Convertible loan note                            35 
----------------------------------------  ----------  ----------  ------------ 
 Net cash flows from financing 
  activities                                     267         805           574 
----------------------------------------  ----------  ----------  ------------ 
 
 Net increase/(decrease) in cash 
  and cash equivalents                           113         468           106 
 Cash and cash equivalents at the 
  beginning of period                            158          52            52 
 
 Cash and cash equivalents at end 
  of period                                      271         520           158 
----------------------------------------  ----------  ----------  ------------ 
 

Notes to the Condensed Consolidated Interim Financial Statements

   1.      Basis of Preparation 

These financial statements have been prepared under the historical cost convention and on a going concern basis (see note 2 below); and in accordance with International Financial Reporting Standards and IFRIC interpretations adopted for use in the European Union.

The financial information for the period ended 30 June 2020 has not been audited or reviewed in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board. The figures were prepared using applicable accounting policies and practices consistent with those adopted in the statutory financial statements for the year ended 31 December 2019. The figures for the year ended 31 December 2019 have been extracted from these financial statements, which have been delivered to the Registrar of Companies and which contain an unqualified audit report.

The financial information contained in this document does not constitute statutory financial statements as defined by Section 435 of the Companies Act 2006. In the opinion of the directors, the financial information for this period fairly presents the financial position, result of operations and cash flows for the period.

This Interim Financial Report was approved by the board of directors on 30 October 2020.

   2.      Going Concern 

As explained in the 2019 annual report, the availability of funds to continue to finance the Company's activities has a direct impact on the ability of the Company to continue to trade as a going concern. The board has concluded, as set out in the Chairman's Statement in the Annual Report, that it currently believes that it has sufficient access to resources to see through its strategy to recover the assets improperly expropriated from it.

The board has therefore continued to adopt a going concern basis for the preparation of these financial statements.

A submission has been made to HMRC disclosing the estimated PAYE on deferred director's fees settled in 2019. An amount totalling GBP139,000 relating to estimated PAYE payable included at note 6 to the accounts with a corresponding receivable included in note 5. The Company expects to recoup the PAYE payable from prior directors as agreed. The recovery of these amounts has been assumed in the boards assessment of going concern.

   3.      Segmental Analysis 

The development of the Group's mining interest in Mozambique comprises the whole of the Group's activity. The Group has one activity only. Of the Group's administrative expenses, GBP8,000 (2019 - GBP4,000) was spent in Mozambique. Since, in the interest of accounting prudence, full provision has been made against cost of its Mozambique assets, the whole of the value of the Group's net assets is attributable to its UK assets and liabilities (also the case at 30 June 2019).

   4.      Contingent Liabilities 

1. As part of the agreement for the purchase of the shares in its subsidiary, Companhia Mineira de Naburi SARL (CMdN), the Company's subsidiary, IM Minerals Limited, agreed to pay the vendors a further sum of $9,900,000 if, following further exploration and appraisal, an agreement is reached for the construction of a facility for the processing of ore extracted from the Naburi mineral sands deposit. This sum has since been reduced by advances of GBP90,083, made by IM Minerals Limited, and GBP75,933, made by the Company, to one of the vendors, Mr Diogo Cavaco.

2. Similarly, as part of its agreement for the purchase of the whole of the issued share capital of Sociedade Geral de Mineracao de Moçambique SARL, CMdN has agreed to pay the vendors, BHP Billiton, a further sum of $9,500,000 if, following further exploration and appraisal, an agreement is reached for the construction of a facility for the processing of ore extracted from the Moebase mineral sands deposit. This obligation is guaranteed by IM Minerals Limited

The Company has entered into a xed period consultancy agreement, until 30 September 2019, with Africa Focus Group Limited ("AFG") (the "Consultancy Agreement"), a Hong Kong-based company with a Johannesburg consultancy o ce specialising in mergers and acquisitions in southern Africa. Under the Consultancy Agreement, AFG will provide assistance to the Company in pursuing completion of a legally binding transaction with the owners of Path nder Moçambique, S.A pursuant to which Path nder or a wholly owned subsidiary of Path nder would acquire, or otherwise be reinstated with or receive transfer of, direct ownership and e ective control of Mining Concession 4623C on such terms and conditions as the Company, at its sole discretion, may agree with the owners of Path nder Moçambique, S.A. (the "Proposed Transaction").

In consideration of the provision of services under the Consultancy Agreement, the Company shall, only following the e ective legal completion of the Proposed Transaction, pay AFG a fee in cash of GBP1,000,000 (inclusive of any VAT) (the "Fee"). The Fee is conditional on and only becomes due and payable if the Company has successfully raised su cient funds to make payment of the Fee in full. The Company has agreed to use its reasonable endeavors to take the necessary steps to procure that su cient funds are raised by the Company to enable satisfaction of the payment obligation within a reasonable period after completion of the Proposed Transaction.

While there is no legal obligation or other form of undertaking by the Company to do so nor any other informal arrangement with AFG to that e ect, the Company intends to consider in good faith a request by AFG (if made) to allow the Fee (when due and payable) to be used to subscribe for new ordinary shares in the Company in due course (the "New Shares"). In the event that this does occur any such arrangement, to allow the Fee to be used to pay up a subscription of New Shares, shall be on the basis that the aggregate number of New Shares issued to AFG shall not exceed 9 per cent of the entire issued share capital of the Company at the time of such issue and as enlarged by the issue of the New Shares.

If at any time prior to the earlier of the termination of the Consultancy Agreement, the end of the Consultancy Agreement or the completion of the Proposed Transaction, more than 50 per cent of the entire issued share capital of Company is held by a single shareholder, together with its concert parties, following a successful takeover o er, then the Company shall pay to AFG an abort fee in cash of GBP250,000.

As noted above, the Company did not extend the AFG Consultancy Agreement for a further period, and as such it has terminated.

   5.      Trade and other receivables 
 
                           6 months        6 months 
                              ended           ended      Year ended 
                            30 June         30 June     31 December 
                               2020            2019            2019 
                          Unaudited       Unaudited         Audited 
                           GBP '000        GBP '000        GBP '000 
 
 Other receivables              180             181             169 
 Prepayments                     34              53              53 
-------------------  --------------  --------------  -------------- 
                                214             234             222 
 
   6.      Trade and other payables 
 
                             6 months        6 months 
                                ended           ended      Year ended 
                              30 June         30 June     31 December 
                                 2020            2019            2019 
                            Unaudited       Unaudited         Audited 
                             GBP '000        GBP '000        GBP '000 
 
 Trade payables                    65            103               34 
 Other payables                    55            133               43 
 Social security and 
  other taxes                     214            131              196 
 Accruals                          15              21              13 
---------------------  --------------  --------------  -------------- 
                                  349            388              286 
 
   7.      Convertible Loan Note 

On 3 April 2020 the Company announced new financing in form of a convertible loan note for GBP175,000. As at 30 June 2020 the first instalment of GBP35,000 had been received. No accrued interest has been accounted for as it was less than GBP500.

Subsequent to period end a total of GBP98,000 of the CLN has been converted into equity with GBP77,000 outstanding as at 30 October 2020 (plus accrued interest). As at the date of this report, all instalments had been received by the Company. All instalments were received on time. The loan notes mature on 1 December 2020.

   8.      Availability of Interim Report 

The Interim Report will be available on the Company's website at www.pathfinderminerals.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.

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END

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