Last checked at 3 Apr 2020 11:37
3 April 2020
Pathfinder Minerals Plc
("Pathfinder" or the "Company")
Fundraising
Pathfinder is pleased to announce the conditional issue of a £175,000 convertible loan note.
Issue of convertible loan notes instrument (the "Instrument")
Subject to shareholder approval at a General Meeting to be convened (the "GM"), the Company has entered into binding agreements for the issue of 175,000 convertible loans notes (the "CLNs"), raising, in aggregate, £175,000 (the "Principal Amount") pursuant to subscriptions with a Director of the Company and certain existing and new investors (the "Subscribers").
The key terms of the Instrument are as follows:
● Six month term from the date of the first tranche being received by the Company (see following bullet point) which is expected to be 1 June 2020, subject to shareholder approval, with a 16% coupon on an annualised basis.
● Principal Amount to be drawn equally over five monthly tranches and interest will be payable only on funds provided to the Company.
● In total, at the end of the six month term, the CLNs will have an aggregate principal plus accrued interest balance of £184,359.
● Interest will be payable on the maturity date either in cash or in new Ordinary Shares at the Company's election at a price of 0.6p per share. Should an equity raise be conducted prior to the end of the six month term then the interest, if paid in Ordinary Shares, will be payable at the subscription price of the equity raise, if below 0.6p per share.
● 29,166,666 warrants will be issued to the Subscribers (the "Warrants"). Each Warrant will have an exercise price of 0.6p and be convertible into one Ordinary Share. The Warrants, if not exercised, will expire after two years from the date of the forthcoming GM. Assuming shareholders approve the resolutions at the GM, should an equity fundraising take place prior to 30 April 2021, then the exercise price of any unexercised Warrants will re-strike to the price associated with such equity fundraise, if below 0.6p per share.
● A mandatory exercise of the Warrants will be triggered should the Company's share price exceed 1.5p for a period of more than 20 trading days with a volume traded of at least 50 million shares within that period.
● On the maturity date, the Company has the right to force the conversion of all or some of the Principal Amount and accrued interest into new Ordinary Shares should the Company determine, acting reasonably, that that it does not have sufficient cash to fund its working capital requirements and to satisfy the repayment of the Principal Amount. Such a conversion would take place at 90% of the 10 day volume weighted average price at the close of trading on the day prior to forced conversion.
The Company is required to hold the GM to approve the disapplication of pre-emption rights in relation to, inter alia, the issue of the CLNs and the Warrants. The provision of the Principal Amount to the Company is conditional on the passing of certain resolutions at the GM and shareholders will be strongly encouraged to vote in favour of the resolutions.
Related party transaction
John Taylor, Chief Executive Officer of Pathfinder, has agreed to subscribe for £25,000 of the CLNs. Such subscription by John Taylor, as a director of the Company, 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 John Taylor, consider, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, that the terms of his subscription are fair and reasonable in so far as the Company's shareholders are concerned.
Shareholder approval at the GM
The issuance of the CLNs and the Warrants are conditional upon the approval of shareholders of the Company at the GM. In addition, the Board will be seeking further authorities to issue new Ordinary Shares on an ongoing basis. There will be certain conditionality attached to the passing of the resolutions, which will be explained in the requisite circular and Notice of Meeting, which is currently being prepared and is expected to be published shortly.
John Taylor, Chief Executive Officer of Pathfinder, commented:
"The participation of new and existing investors in this convertible debt financing is a vote of confidence in the strategy that the Board has been pursuing. Despite the ongoing global challenges, it is encouraging that the Company has been able to raise further financing in the current climate, with the potential equity conversion being at a premium to the current share price. The flexibility provided by this short term debt financing and the convertible element associated with it, gives the Company freedom to continue to pursue the recovery of an interest in Mining Licence 4623C."
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").