Member Info for Poppyseed

Indeed FB, aka James Robert Stothard (same month/year of birth), who I see has a previous business connection at Redmaven with Kevin Peter Eshelby, the other IMM Director notified the other day.

So it looks like AAG have got straight down to shaping up a team - and it has every sign of being a team with the necessary skills for the action required:

http://www.privatebanking.com/network/profile/James_Stothard

Companies House confirms this James Stothard of Kikkar Advisory to have the Redmaven connection with the other new Director.

Looking like a positive good start!

All we know for sure is in the announcement but given that the "owners of PFP", being the shareholders, will be in substantial part those that are also set to benefit from the Preference Shares should a claim be successful, I would take it that the new Board's compliance with the legally binding SPA and their future intentions as published announcement of 1 Sep is not in question.

"...In the event that the Claim is successful, a further announcement will be made by the Company detailing, amongst other matters, the timings of the distribution of the Bonus Preference Shares to those shareholders of Pathfinder as at the record date as well as the settlement date for the transfer of the Bonus Preference Shares to Pathfinder shareholders..."

The matter of entitlement re the Record Date will no doubt be established from the database of PFP's independent Share Registrars.

Meanwhile, the SP hitting a Mkt Cap of c. £2m with c. £1m in the bank, being a clean listed shell with multi-million tax losses and a new CEO with a successful track record has proved too tempting for me this morning...DYOR

Https://find-and-update.company-information.service.gov.uk/company/05410573/filing-history

Looks to be an accountant.

I wouldn't like to try to fathom what the Align/Spreadbet thing is all about but previous holdings RNSs have shown the holding to be part of the 280m total being sold to AMS @ 1.5p this year and it looks like they're active again.

The last time Align's Spreadbet reduced from 60m to 30m, the same amount of 30m was sold on to AMS a few days later. The latest indicates a further 10m reduction but that was up to yesterday and it looks like it continued today so I'm thinking the sale of another tranche of shares to AMS might follow fairly quickly again.

Of course, AMS have already gained the voting rights to the whole 280m so, either way, whatever Kazera and AMS are going to get up to together, there will be no obstacle in terms of shareholder agreement.

Next formal report will be Finals for year to June 2023, due release by 31 Dec 23.

As I understand it, the initiative for raising a TR1 and submitting it to the Co is firmly upon the affected shareholders. I don't think any Co pursues these things, I'm not sure they're in a position to do so with so many individual shareholdings held within large Nominee Accounts of brokers. That leaves it open to individuals to "play the game" with the timing of their submissions, possibly so as to finish any strategic buying or selling before publishing it to the market.

Https://www.lse.co.uk/rns/PFP/proposed-bonus-shares-timetable-l9m7jnjkifje71f.html

"...In the event that the Claim is successful, a further announcement will be made by the Company detailing, amongst other matters, the timings of the distribution of the Bonus Preference Shares to those shareholders of Pathfinder as at the record date as well as the settlement date for the transfer of the Bonus Preference Shares to Pathfinder shareholders....."

No issue of Pref Shares unless and until it becomes necessary as a consequence of a successful claim, is the way I read that. I can see the sense in not going through the motions and incurring the costs until they must. Presume a record taken from the share register as at close of business on 1 Sep (being the last trading day before the Ex date) to be dusted off and Pref Shares issued in the event it becomes necessary.

Thinking about it, and in the light of Friday's largest trades, I'm more accommodating of Edzi's recent suggestion. There is licence in the last RNS for the larger players to have made an agreement ahead of the ex-date which could see the seller still retaining the entitlement to the Bonus Pref shares:

"...UNLESS THE COUNTERPARTIES SPECIFICALLY AGREE OTHERWISE, a buyer of the Company's ordinary shares ahead of the ex date (being 4 September 2023) will assume the benefit to the Bonus Preference Shares, and the seller would need to pass the benefit to the buyer, even if the seller is the recorded owner at the record date..."

That makes it very possible that Align and/or other large shareholders, having agreed with the buyer that the seller will retain the Pref entitlement, may have been behind Friday's largest trades which do have the appearance of cross-trades. It is also notable that there was evident discontent re Resolution 3 at the recent GM where 76,603,919 shares were recorded against it.

Whereas, on the buy side of any such cross trade, it may be of relevance that Paul Barrett held no PFP shares at the time of his appointment which, of course, may be equally true of others that may be about to board in conjunction with the likely RTO.

I think if we see major shareholding RNS's over the coming days, they will be more interesting for a view of the buyer, rather than the seller, not least because if those trades were indeed cross-trades, the buyer would appear to see strong value at 0.75p to acquire quantity.

Trading Ex-Pref from tomorrow, as RNS also confirms, so hereon in it'll be all about geologist Paul Barrett and what he and others e.g. a new Chairman have in store. What's for sure is that PFP is about to transition into a new era.

So what can we expect? I suggest taking a deeper look into Paul Barrett's background insofar as that's Googley possible. Here’s his Bio:

“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.”

Here’s some insight into the breakdown of that:

Founder/CEO Europa Oil & Gas:

Founder, major shareholder and CEO of European-focused oil and gas junior. Floated company on AIM, ran as CEO for 7 years. Brought oil and gasfields online in Ukraine, Romania and UK onshore. Resigned in 2011 to concentrate on higher impact South African, Canadian and more recently US resource project initiatives.

Southwind:

https://www.globenewswire.com/news-release/2022/03/09/2399969/0/en/FIRST-URANIUM-RESOURCES-LTD-TO-ACQUIRE-SOUTHWIND-CORPORATION.html

“…Southwind Corporation is an Arkansas based phosphate and heavy rare earth development project operated by experienced geologists and resource entrepreneurs; Paul Barrett and Erika Syba….”

OK Energy:

https://businesstech.co.za/news/energy/320212/shell-to-sign-major-oil-deal-in-south-africa/

IMO, this guy is no City stooge. I can see no history of him doing the “Boardroom circuit”. I can only conclude his appointment is a meaningful and serious one, as a professional geologist with strong past form of bringing assets through to fruition and of scale to be of interest to the bigger players.

PFP has wrestled for over a decade with a singular focus of working out how to legally retrieve the value from their massive HMS licence misappropriated by a General and the Moz Gvmt, as legally agreed by the UK High Court. Thankfully, that problem is now safely harboured in the hands of others who have significant incentives to drive it to a settlement through an established International Treaty signed between the UK and Moz Gvmts for settling such disputes. So why couldn't PFP have just done this themselves? In a word, money! The process is seen to need around $15m to exercise it.

https://investmentpolicy.unctad.org/international-investment-agreements/treaties/bilateral-investment-treaties/2621/mozambique---united-kingdom-bit-2004-

So now PFP is finally free of its shackles and the most patient of shareholders throughout the term, and also those that joined before the Ex-Pref date, have a preserved, ring-fenced entitlement to benefit substantially in the event of a successful settlement of the claim, pro-rata to their shareholding. An independent valuation of the claim put settlement between $110m and $1.5bn. No doubt, there will be some costs and expenses/former Directors remuneration/options to also take into account in due course but, in simple terms, I calculate the extremes being between min $30m and ($1.5bn x 25% = $375m) divided by 632,494,834 Pref Shares or between c 4.7p and a truly remarkable 59.25p per Pref Share.

Nice to already have in the bank as a possibility, all the better to also still have the value of the listed PFP with £1m and substantial tax losses for a new entity to reverse into.

Https://twitter.com/KazeraGlobalInv/status/1697569786123739442?s=20

Hopefully a sign of increased emphasis on diamonds while the HMS permit gets sorted. Re the latter, it would be good if they knew more in time for the arrival of the major HMS plant that must be getting close to being ready to deliver. Not to mention how the Hebei purchase monies are progressing and also Align's 1.5p share sale to AMS, still 220m to go, 2023 beginning to run out!

All in all, Sep is ripe for a bit of news.

As I said, never say never. I'm always aware of animals, I'm just expressing what I see as logical opinion.

I think what was seen at the end is more likely to have been a keenness by the MMs to open on Monday at the Ex-Pref SP.

Align left the building before Pref entitlement? Never say never but not at all likely given the work they put in to get it arranged this way, presumably so they can then leave the building at a future date.

From the Circular:

"If the Claim has not been settled or determined by the fifth anniversary of Completion, the Company can, within two months of such date, serve notice to require AAG to transfer the shares in IMM back to it for nominal consideration with AAG indemnifying the Company in respect of all of and any liabilities of IMM accrued to that date."

A very clear incentive for AAG to get on with it if they want a return on their investment.

Furthermore:

"AAG also confirms under the SPA that it has secured funding for at least US$15m 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 / or finalise the Claim on or before the fifth anniversary of Completion; and

c. keep the Company informed of material developments in respect of the Claim.

In a word, yes. Point is to decide whether you want to be in for any settlement while still having PFP shares to go forward with a clean shell, £1m cash, £18m tax losses, a new executive with highly respectable past form, new Chairman to come, as will be new assets and a new future via an RTO within 6 months.

I'd say read this bit and be very careful.... "Unless the counterparties specifically agree otherwise, a buyer of the Company's ordinary shares AHEAD OF.the ex date (being 4 September 2023) will assume the benefit to the Bonus Preference Shares, and the seller would need to pass the benefit to the buyer, even if the seller is the recorded owner at the record date."

My reading of that is that Mon will too late unless specifically agreed. Today looks to be the last day for normal punters if you want to be absolutely certain. DYOR

Yep, it said so in 16 Aug RNS.

Further action at Pathfinder Battery Commodities today. DE removed in favour of PFP plc directors, P and MG. Interesting they made the effort rather than close it down. Must be seen to have a future.

I'm thinking with 2-day market settlement, an announcement on Monday could still see a Record Date of 31st being possible. It may even be the case that, having made the clear previous statement, the co can name a retrospective Record Date whenever they're ready to do so.