Last checked at 5 Jun 2019 15:02
5 June 2019
Pathfinder Minerals Plc
("Pathfinder" or the "Company")
Issue of Equity
&
Total Voting Rights
Pathfinder is pleased to announce a cash subscription of £135,000 and settlement of certain outstanding obligations through the issue of the Company's equity.
Issue of Equity
Cash Subscription
The Company has conditionally raised £135,000 via a subscription for 4,909,091 new ordinary shares of 0.1p each in the capital of Company ("Ordinary Shares") (the "Subscription Shares") at a price of 2.75p per share (the "Subscription Price") with existing investors (the "Subscription"). The Subscription is conditional only on admission of the Subscription Shares to trading on AIM.
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, 5,793,927 new Ordinary Shares at 2.75p per share to a current director and a former director (together, 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 amount of £159,333.
Details of the Settlement Shares to be issued to the Participating Directors are set out below:
Director/Former Director | Number of Settlement Shares received
| Holding of Ordinary Shares following the issue of the Settlement Shares
| Ordinary Share holding as a percentage of enlarged share capital immediately following admission of the Subscription Shares and the Settlement Shares
|
Sir Henry Bellingham | 1,212,121 | 2,462,121 | 0.81% |
Nicholas Trew* | 4,581,806 | 27,789,891 | 9.11%
|
* Director within the past 12 months
Pursuant to the Subscription and the Settlement Share issue, the Company has also issued to the recipients of the Subscription Shares and the Settlement Shares one warrant to subscribe for one new Ordinary Share for every Subscription Share / Settlement Share received with an exercise price of 3.5p (the "Warrants"), exercisable for a period of three years from the date of the admission to trading on AIM of the Subscription Shares and the Settlement Shares.
Related Party Transaction
As a director and a former director within the last 12 months of the Company, the participation in the Settlement Share issue by Sir Henry Bellingham and Nicholas Trew, respectively, is treated as a related party transaction.
Accordingly, Simon Farrell and John Taylor, being the independent directors in relation to the Settlement Share issue, consider, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, that the terms of the respective settlements are fair and reasonable insofar as the Company's shareholders are concerned.
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 17 June 2019.
Following Admission, the Company's issued share capital will consist of 305,133,306 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.
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").
PDMR Notification Form
The notification below is made in accordance with the requirements of MAR.
1. | Details of the persons discharging managerial responsibilities / person closely associated | |||||
a) | Name | Sir Henry Bellingham
| ||||
2. | Reason for the notification | |||||
a) | Position/status | Non-Executive Co-Chairman | ||||
b) | Initial notification / amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Pathfinder Minerals PLC | ||||
b) | LEI | 2138009YG6AG3K86TN77 | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
| Ordinary Shares of 0.1 pence per share | ||||
Identification code | GB00BYY0JQ23 | |||||
b) | Nature of the transaction | Issue of shares in settlement of accrued salary | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price
| N/A | ||||
e) | Date of the transaction | 5 June 2019 | ||||
f) | Place of the transaction | AIM, London Stock Exchange
| ||||