Pathfinder Minerals Regulatory News (PFP)

10 April 2019

Pathfinder Minerals Plc

("Pathfinder" or the "Company")

Corporate Update, Scoping Study

&

Subscription & Further Issue of Equity

Pathfinder provides an update on progress towards restoring an interest in Mining Concession 4623C (the "Licence") in Mozambique and settling all current and pending legal disputes associated directly and indirectly with the Licence (the "Proposed Transaction").

The Board is 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. While the optimal structure of the Proposed Transaction remains under evaluation, the Board is pleased to relay that the principle of a Proposed Transaction has been agreed between Pathfinder and General Jacinto Veloso who, with his family interests, is a 50 per cent shareholder in the entity to which the Licence is currently registered. In parallel, the Board is evaluating, and is in active discussions with regards to, potential funding strategies (including both partnerships and debt provision) to facilitate the Proposed Transaction and finance subsequent development of the Licence. The Board's objective is to deliver meaningful value to current shareholders and minimise future dilution. Further updates will be provided as and when appropriate.

The Licence contains the Moebase and Naburi heavy mineral sands deposits previously licensed to the Company under Mining Concessions 760C and 4623C. The amalgamated Licence covers approximately 32000 hectares of land on the Indian Ocean coast of the Zambezia province of Mozambique, containing ilmenite, rutile and zircon.

Updated Scoping Study

The Board commissioned an independent technical consultant, 2M Mineral Services Limited, to prepare a revised Scoping Study on the Licence (the "2019 Report"), which includes a revision of the capital and operating costs and pricing assumptions that were presented in the URS/Scott Wilson 2011 scoping study report (the "2011 Report"). This revision has 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 findings represent a near doubling of the previously reported equivalent NPV and an increase of 6.1 per cent in the project IRR. A summary of the key differences in scoping study outcomes between the 2011 Report and the 2019 Report is set out below.

* On an absolute basis

The 2019 Report is based on the previously estimated historical mineral resource of the Licence of 2.02 billion tonnes, with a total heavy mineral content of approximately 3.55 per cent - equivalent to approximately 71.7 million tonnes of contained heavy minerals - which will be the subject of confirmation drilling and re-estimation in the next stage of study.

Issue of Equity

Cash Subscription

The Company has conditionally raised £200,000 via a subscription for 10,000,000 new ordinary shares of 0.1p each in the capital of Company ("Ordinary Shares") (the "Subscription Shares") at a price of 2.0p per share (the "Subscription Price") with new and existing investors, including a director of the Company (the "Subscription"). The Subscription is conditional only on admission of the Subscription Shares to trading on AIM.

The Subscription Price represents a premium of approximately 48 per cent over the middle market closing price of the Company's Ordinary Shares on 9 April 2019 (the latest practicable date prior to the publication of this announcement), which was 1.35p.

The proceeds from the Subscription are to be utilised for general working capital purposes.

Settlement Share Issue

In addition, the Company has agreed to issue, in aggregate, 7,500,000 new Ordinary Shares at 2.0p per share to a current director and certain former directors (the "Participating Directors") in satisfaction of deferred salary that has been accrued (the "Settlement Shares"). The Settlement Share issue has the positive effect of reducing the Company's accrued cash liabilities by an aggregate £150,000.

Details of the Subscription Shares and Settlement Shares to be issued to the Participating Directors are set out below:

* directors within the past 12 months

~ Participating Director (as defined above)

Related Party Transactions

As a director of the Company, the participation in the Subscription by Scott Richardson Brown is treated as a related party transaction.

As a director and former directors of the Company within the past 12 months, the participation of the Participating Directors in the Settlement Share issue is treated as a related party transaction.

Accordingly, Simon Farrell, being the only independent director in relation to Scott Richardson Brown's participation in the Subscription and the Participating Directors' participation in the Settlement Share issue, considers, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, that the terms of the respective participations are fair and reasonable insofar as the Company's shareholders are concerned.

Issue of Share Options

The Company has today also granted a total of 7,500,000 share options over 7,500,000 Ordinary Shares to Scott Richardson Brown. Further details of the share option grant are set out below:

Admission and Total Voting Rights

The Company will apply to the London Stock Exchange for admission of the Subscription Shares and the Settlement Shares to AIM ("Admission"). Admission is expected to take place on or around 30 April 2019. Following Admission, the Company's issued share capital will consist of 290,430,288 Ordinary Shares with no Ordinary Shares held in treasury. Therefore, this figure may be used by shareholders 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, Pathfinder under the FCA's Disclosure Guidance and Transparency Rules.

Scott Richardson Brown, Chief Executive Officer of Pathfinder, commented:

"The agreement between General Veloso and Pathfinder, subject to the further work to firm up the optimal transaction structure for Pathfinder shareholders to bring this to completion, should give shareholders confidence that the return of this asset is now, finally, on the near horizon. It reflects the considerable efforts of the parties to work together towards a resolution in the interests of all stakeholders. The Board's confidence in the deliverability of a resolution is further reflected in the directors' participation in the Subscription and Settlement Share issue today at a 48 per cent premium to the closing mid market price yesterday.

"The results of the revised scoping study report are compelling and serve as a reminder of the opportunity for value creation from the Licence."

Enquiries:

Pathfinder Minerals Plc

Scott Richardson Brown, 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").

PDMR Notification Forms

The notifications below are made in accordance with the requirements of MAR.