PFP.L Regulatory News (PFP)

19 February 2021

Pathfinder Minerals Plc

("Pathfinder" or the "Company")

Strategy Update, Placing, CLN Amendment & TVR

Pathfinder announces that it has entered into an agreement to conditionally raise £300,000 before expenses by way of a placing of 60,000,000 new Ordinary shares of 0.01 pence each ("Ordinary Shares") at a price of 0.50 pence per share ("Placing Shares") (the "Placing"). The net proceeds will provide the Company with additional working capital as it pursues the recovery of its mining licences in Mozambique.

Further to the RNS announcements of 16 December 2020 ('Bilateral Investment Treaty Claim - Legal Opinion'), 30 November 2020 ('Recovery of Costs Awards') and 2 November 2020 ('Company Strategy Update'), the Board believes Pathfinder now has the necessary tools in place to enable it to monetise the licences either through a litigation funded legal claim against the Government of Mozambique or, should a diplomatic resolution be achieved, through the development of the project by a strategic partner. Either outcome should, if achieved, result in a significant recovery of value to Pathfinder shareholders.

Alongside this, the Board is aware of potential additional commercial opportunities for value creation in the wider market and will actively assess such opportunities.

Peter Taylor, CEO of Pathfinder, commented:

"The Board has worked tirelessly to find a resolution to what has evolved into an extremely valuable Bilateral Investment Treaty claim. We have reached a crossroad at which there is little more we can add to extracting value from our claim, which would now be better advanced by litigation experts on a fully funded, success fee basis, or to the development of these Tier 1 assets by a larger mining organisation.

Pathfinder holds the keys to unlocking the unencumbered development of this project and to this dispute; a situation that was not of its own making and which has been to the detriment of the government of Mozambique by those who perpetrated it. We hope that the hard work of the Company pays off for our shareholders whilst we prepare the Company for its next chapter."

Further details on the Placing

The Placing will take place in two tranches: The first tranche will comprise the firm placing of 38,500,000 Placing Shares. The second tranche, which will be conditional on shareholder approval, will comprise 21,500,000 Placing Shares.

Application will be made for the first tranche comprising 38,500,000 Placing Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will occur on or around 25 February 2021.

In order to facilitate the issue of the second tranche of Placing Shares, shareholders will be required to grant the Board additional authority to issue new Ordinary shares pursuant to ss.551 and 560 of the Companies Act 2006. The Board intends to call a general meeting of shareholders for this purpose and a notice of general meeting will be issued in the very near future. Subject to the granting by shareholders of the requisite authorities, the second tranche of Placing Shares will be issued, and the net proceeds received by the Company, shortly following the general meeting subject then only to admission to trading on AIM.

Commission of 4% on £286,792 of the placing proceeds (excluding VAT) will be payable to Align Research Ltd ("Align") and will be settled through the allotment and issuance of 2,294,336 Ordinary Shares at a price of 0.5 pence per share (the "Commission Shares"). The Commission Shares will be issued on or around the same date as the second tranche of Placing Shares and as such are also conditional on shareholder approval as referred to above.

Amendment to the Terms of Convertible Loan Notes

The completion of the Placing will necessitate a change to certain terms associated with the Convertible Loan Notes currently outstanding, and which the Company announced on 3 April 2020.

Under the terms of the Convertible Loan Notes issued by the Company in April 2020 (the "April 2020 CLN"), any placing of new Ordinary Shares conducted at a price less than the exercise price of the warrants linked to the April 2020 CLN ("CLN Warrants") would result in the exercise price of the CLN Warrants being reduced to equate to the price at which such placing occurred.

As such, as a result of the Placing, the exercise price of any remaining CLN Warrants has changed from 0.6 pence to 0.5 pence.

Related Party Transaction

Align, together with its connected persons, R S and C A Jennings, is regarded as a related party of the Company as defined by the AIM Rules due to its classification under the AIM Rules as a Substantial Shareholder. The Company was notified on 18 November 2021 by Align (together with its connected persons), that its interest in the Company's shares was 58,429,839 Ordinary Shares, representing 14.64% of the Company's total issued share capital.

The issue of the Commission Shares is considered to be a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The directors of the Company consider, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, that the terms of the issue of the Commission Shares are fair and reasonable in so far as the Company's shareholders are concerned.

Following the issue of the Commission Shares, insofar as the Company is aware, Align (together with its connected persons) will be interested in 60,724,175 Ordinary Shares in the Company.

Total Voting Rights

Upon Admission of the First Tranche of 38,500,000 Placing Shares, the Company's issued share capital will consist of 437,533,832 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 437,533,832. 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.

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").