Last checked at 12 Nov 2020 07:00
12 November 2020
Pathfinder Minerals Plc
("Pathfinder" or the "Company")
CLN Conversion and Final Settlement
& TVR
Pathfinder announces that it has elected to convert the outstanding £77,000 Convertible Loan Note ("CLN") principal into new Ordinary Shares in the Company. As per the terms of the CLN instrument (as announced on 3 April 2020), the conversion has taken place at a price equivalent to 90% of the 10 day VWAP at the close of trading yesterday, being 0.479p. Accordingly, 17,861,285 new Ordinary Shares are to be issued, in aggregate, to the holders of the CLNs (the "CLN Conversion Shares"). The final accrued CLN interest balance of £5,422 is to be settled in cash.
The recipients of the CLN Conversion Shares have agreed to a six-month lock-in covering these Ordinary Shares. The lock-in will run from the date of admission to trading (see below) and terminate six calendar months thereafter. The lock-in does not apply to any other Ordinary Shares held by the recipients. In the event that the Company's share price trades at or above 1.00p for a period of ten consecutive days during the lock-in period, the lock-in will automatically terminate and the recipients will be free to trade the CLN Conversion Shares.
Related Party Transaction
John Taylor, a director of the Company, and Richard Jennings, a Substantial Shareholder (as defined by the AIM Rules) of the Company, will be issued 1,623,753 and 16,237,532 CLN Conversion Shares, respectively. Following the receipt of these CLN Conversion Shares, Mr Taylor will have a holding of 4,923,753 Ordinary Shares and Richard Jennings, who, together with his related parties, Align Research and C. A. Jennings, will have a holding of 58,429,839 Ordinary Shares.
The entering into the lock-in agreement with the Company by Mr Taylor and Mr Jennings is considered to be a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The directors of the Company, other than Mr Taylor, consider, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, that the terms of the lock in agreement are fair and reasonable in so far as the Company's shareholders are concerned.
Application for Admission to Trading on AIM and Total Voting Rights
Application will be made for the 17,861,285 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will occur on or around 18 November 2020.
Upon Admission, the Company's issued share capital will consist of 399,033,832 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 399,033,832. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Peter Taylor, CEO, commented:
"The conversion of this loan preserves the Company's working capital position which in turn enables it to advance the bilateral investment treaty claim. Pathfinder is now debt free and is pleased to report that the lock-in period was volunteered by the recipients of the CLN Conversion Shares and is testament to their confidence in the Company's strategic direction."
Enquiries:
Pathfinder Minerals Plc
Peter Taylor, Chief Executive Officer
Tel. +44 +44 (0)20 3143 6748
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
Novum Securities Limited (Broker)
Colin Rowbury / Jon Belliss
Tel. +44 (0)20 7399 9400
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").