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| 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 |
From Apr 2019 to Apr 2024
TIDMPFP
RNS Number : 9948N
Pathfinder Minerals Plc
27 September 2019
27 September 2019
Pathfinder Minerals Plc
("Pathfinder," the "Company" or the "Group")
Half-year results for the six months ended 30 June 2019
Pathfinder reports its unaudited results today for the six months ended 30 June 2019.
Sir Henry Bellingham, Chairman, commented:
"Discussions which commenced during the first half of 2019 with regards to potential funding strategies to facilitate a transaction in respect of the Mozambique licence, and finance further development thereof, are continuing positively. The Board now has a preferred party with which it is in early stage discussions. This would potentially allow the Company to pursue a transaction with a party which is both well-funded and experienced in mining opportunities in southern Africa. While there are still challenges to overcome, the Board remains confident that a transaction is achievable which can deliver value to Pathfinder's existing shareholders. Our confidence is underpinned by the continued willingness of both Pathfinder and General Veloso to conclude a deal."
Enquiries:
Pathfinder Minerals Plc
John 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
Progress was made during the first half of 2019 across several areas which significantly enhanced Pathfinder's ability and positioning to regain an interest in Mining Concession no. 4623C in Mozambique (the "Licence").
The Board engaged new consultants to provide assistance in pursuing completion of a transaction in respect of the Licence; agreement on a proposed transaction was reached in principle between Pathfinder and General Jacinto Veloso who, with his family interests, owns 50 per cent of the entity to which the Licence is currently registered; a revised independent Scoping Study was commissioned resulting in a near doubling of the Net Present Value attributable to the Licence; financing proposals to facilitate a deal and fund subsequent development of the Licence were received; additional working capital was brought into the Company; and a leadership change was implemented.
On any analysis, the first half of this year has seen the most positive momentum of any reporting period since the loss of the Licence in late 2011.
Review of Activity
Progress towards a proposed transaction in respect of the Licence
On 11 February 2019, the Company announced that it had engaged Africa Focus Group Limited ("AFG"), a Hong Kong-based company with a Johannesburg consultancy office specialising in mergers and acquisitions in southern Africa. AFG is providing assistance to the Company in pursuing completion of a transaction with the owners of Pathfinder Moçambique S.A (the current Licence holder) pursuant to which Pathfinder, or a wholly owned subsidiary of Pathfinder, would re-establish an interest in the Licence.
On 10 April 2019, the Company announced that it was evaluating multiple transaction structures, taking into account commercial and regulatory factors, through which the Company could hold its interest in the Licence and deliver value for shareholders. It was also announced that the principle of a proposed transaction had been agreed between Path nder and General Veloso.
In parallel, the Board commenced discussions with regards to potential funding strategies (including through partnerships or debt provision) to facilitate a transaction and finance further development of the Licence.
Revised independent Scoping Study on the Licence
On 10 April 2019, Pathfinder also announced the results of a revised Scoping Study on the Licence prepared by independent technical consultant, 2M Mineral Services Limited, which included a revision of the capital and operating costs and pricing assumptions that were presented in the original URS/Scott Wilson 2011 scoping study report. This revision resulted in an estimated pre-tax net present value ("NPV") at a 10 per cent discount rate of US$1.05 billion; with projected annual revenues of US$323 million over a mine life of 30 years. The project internal rate of return ("IRR") is expected to be approximately 25 per cent. The revised ndings represented a near doubling of the previously reported equivalent NPV and an increase of 6.1 per cent in the project IRR.
New funds for working capital
A total of GBP335,000 was raised during the period through cash subscriptions for 14,909,091 shares in aggregate. A further GBP183,000 was taken in by the Company during the period as a result of the exercise of warrants to subscribe for, in aggregate, 11,892,264 shares. New funds provided necessary general working capital.
Leadership change
On 3 June 2019, John Taylor was appointed as Chief Executive Officer, replacing Scott Richardson Brown. Since his appointment, John continues to oversee a period of significant positive momentum.
Legal position
There were no material developments in the legal position during the period. The Company continues to await a ruling by the Supreme Court in Mozambique in relation to Path nder's application for recognition of the 2012 English High Court ruling in its favour.
Financial results and current financial position
In addition to the above-mentioned shares issued in respect of the cash subscriptions and warrant exercises, during the period the Company issued 13,293,927 shares to certain former directors and a current director to settle, in aggregate, GBP309,333 of accrued cash liabilities.
The financial statements of the Pathfinder Group for the six months ended 30 June 2019 follow later in this report. The Income Statement shows a reduced loss of GBP282,000 (H1 2018 - GBP392,000). GBP16,000 was also expensed relating to the issue of 7,500,000 options to directors during the period.
The Group's Statement of Financial Position shows total assets at 30 June 2019 of GBP754,000 (31 December 2018 - GBP244,000). The assets are held largely in the form of cash deposits of GBP520,000 at the period end.
Outlook
Discussions which commenced during the first half of 2019 with regards to potential funding strategies to facilitate a transaction in respect of the Licence, and finance further development thereof, are continuing positively. The Board now has a preferred party with which it is in early stage discussions. This would potentially allow the Company to pursue a transaction with a party which is both well-funded and experienced in mining opportunities in southern Africa. While there are still challenges to overcome, the Board remains confident that a transaction is achievable which can deliver value to Pathfinder's existing shareholders. Our confidence is underpinned by the continued willingness of both Pathfinder and General Veloso to conclude a deal. In light of the positive momentum and continued progress, the Board is in discussions with AFG with a view to a short extension to its engagement. Any such extension will be contingent on the Board's full assessment of tangible progress with the preferred potential funding partner which is being undertaken currently by two Board members in South Africa and Mozambique. Any agreed extension to the AFG contract will be notified to the market and will be considered alongside other opportunities which the Board keeps under constant review.
Sir Henry Bellingham
Chairman
27 September 2019
Consolidated Statement of Comprehensive Income
For the 6 months ended 30 June 2019
Hot Features
Premium
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2019 2018 2018
Unaudited Unaudited Audited
Continuing operations GBP '000 GBP '000 GBP '000
Revenue - - -
Administrative expenses (282) (392) (645)
Results from operating activities
and other income (282) (392) (645)
Finance income - - -
Finance expense - - -
Loss for the period/year before
taxation (282) (392) (645)
Taxation - - -
Total comprehensive income
for the period/year attributable
to the equity holders of the
parent (282) (392) (645)
Earnings/(loss) per share
Basic and diluted (0.11)p (0.15)p (0.26)p
Consolidated Statement of Financial Position
For the 6 months ended 30 June 2019
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2019 2018 2018
Unaudited Unaudited Audited
GBP '000 GBP '000 GBP '000
Non-current assets
Property, plant and equipment - - -
------------------------------- ---------- ---------- ------------
- - -
Current assets
Trade and other receivables 234 50 192
Cash and cash equivalents 520 173 52
------------------------------- ---------- ---------- ------------
Total current assets 754 223 244
------------------------------- ---------- ---------- ------------
Total assets 754 223 244
Equity and liabilities
Capital and reserves attributable to equity
holders of the Company:
Share capital 18,471 18,441 18,458
Share premium 13,245 12,222 12,431
Other reserves 41 - 25
Accumulated deficit (31,392) (30,858) (31,110)
------------------------------- ---------- ---------- ------------
Total equity 365 (195) (196)
Liabilities
Trade and other payables 388 418 440
------------------------------- ---------- ---------- ------------
Total current liabilities 388 418 440
------------------------------- ---------- ---------- ------------
Total equity and liabilities 754 223 244
Consolidated Statement of Changes in Equity
For the 6 months ended 30 June 2019
Share Share Accumulated Other Total
capital premium deficit reserves equity
$'000 $'000 $'000 $'000 $'000
--------- --------- ------------ ---------- --------
Balance at 1 January 2018 18,416 11,997 (30,466) - (53)
----------------------------- --------- --------- ------------ ---------- --------
Loss for the period - - (392) - (392)
Shares issued 25 225 - - 250
--------- --------- ------------ ---------- --------
Balance at 30 June 2018 18,441 12,222 (30,858) - (195)
----------------------------- --------- --------- ------------ ---------- --------
Loss for the period - - (252) - (252)
Shares issued 17 214 - - 231
Cost of issue - (5) - - (5)
Share based payments - - - 25 25
--------- --------- ------------ ---------- --------
Balance at 31 December 2018 18,458 12,431 (31,110) 25 (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 (31,392) 41 365
----------------------------- --------- --------- ------------ ---------- --------
Condensed Consolidated Interim Statement of Cash Flows
For the 6 months ended 30 June 2019
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2019 2018 2018
Unaudited Unaudited Audited
GBP '000 GBP '000 GBP '000
Operating activities
Loss for the period before income
tax (282) (392) (645)
Adjustments for:
Depreciation - - -
Share based payments expense 16 - 106
Foreign exchange loss - (2)
---------------------------------------- ---------- ------------
Net cash flows used in operating
activities before changes in working
capital (266) (392) (541)
---------------------------------------- ---------- ---------- ------------
(Increase) / decrease in trade
and other receivables (19) 6 (136)
Increase/(decrease) in trade and
other payables (52) 61 86
---------------------------------------- ---------- ---------- ------------
Net cashflows used in operating
activities (337) (325) (591)
---------------------------------------- ---------- ---------- ------------
Investing activities
Expenditure in respect of PP&E - - -
--------------------------------------- ---------- ---------- ------------
Cash used in investing activities - - -
--------------------------------------- ---------- ---------- ------------
Financing activities
Issue of ordinary share capital 805 250 400
Costs of issue of ordinary share
capital - - (5)
---------------------------------------- ------------
Net cash flows from financing
activities 805 250 395
---------------------------------------- ---------- ---------- ------------
Net increase/(decrease) in cash
and cash equivalents 46 (75) (196)
Cash and cash equivalents at the
beginning of period 52 248 248
Effects of foreign exchange rate
changes on cash and cash equivalents - - -
Cash and cash equivalents at end
of period 520 173 52
---------------------------------------- ---------- ---------- ------------
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 2019 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 2018. The figures for the year ended 31 December 2018 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 27 September 2019.
2. Going Concern
As explained in the 2018 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.
Included within the figure for Trade and other payables are amounts due to current and former directors in respect of deferred salaries and related benefits, totalling GBP110,000. The individuals have agreed to defer these amounts until such time as the Company can reasonably afford to make these payments without materially adversely effecting its cash position which is not expected to be until the Company raises at least GBP2 million in any future financing.
Included in the figure for Trade and other receivables are amounts due from former directors for PAYE which is due on the deferred fee share settlements during the period totalling GBP125,000. The recovery of these amounts has been assumed in the Board's 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, GBP4,000 (2018 - GBP60,000) 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 2018).
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.
During the period, the Company 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.
In light of the positive momentum and continued progress, the Board is in discussions with AFG with a view to a short extension to its engagement. Any such extension will be contingent on the Board's full assessment of tangible progress with the preferred potential funding partner which is being undertaken currently by two Board members in South Africa and Mozambique. Any agreed extension to the AFG contract will be notified to the market and will be considered alongside other opportunities which the Board keeps under constant review.
5. Trade and other receivables
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2019 2018 2018
Unaudited Unaudited Unaudited
GBP
'000 GBP '000 GBP '000
Other receivables 181 50 113
Prepayments 53 - 79
------------------- -------------- -------------- --------------
234 50 192
6. Trade and other payables
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2019 2018 2018
Unaudited Unaudited Unaudited
GBP '000 GBP '000 GBP '000
Trade payables 103 24 29
Other payables 131 3 0
Accrued director's
remuneration 133 381 401
Accruals 21 10 10
-------------------- ---------- --------------- ------------
388 418 440
7. 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.
END
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