Update Re Issue of Equity

28 May 2020

Pathfinder Minerals Plc

("Pathfinder" or the "Company")

Update Re Issue of Equity

Further to the Issue of Equity announcement released by the Company on 11 May 2020, Pathfinder has agreed, following discussions with its broker, to amend the terms of the placing and subscription to align pricing closer to the Company's current share price.

In aggregate, the same quantum of gross proceeds of £250,000 is still to be raised via a placing and subscription, which will now be for 38,461,538 new ordinary shares of 0.1p each in the Company ("Ordinary Shares"), reflecting an issue price of 0.65p per share (the "Fundraise"), being equal to the closing mid-market share price of the Company on 27 May 2020.

As previously announced, the net proceeds will provide the Company with additional working capital to pursue the recovery of an interest in Mining Concession 4623C, as well as for general working capital purposes. When added to the expected cash inflow from the convertible loan note instrument announced on 3 April 2020, the Board believes the Company should have sufficient funds on its current cost basis to continue operations into 2021.

Annual Broker Fees

As previously announced, the Company has appointed Novum Securities Limited ("Novum") as its broker. The Company has agreed with Novum to settle its annual broking fee in advance through the issuance of 3,076,923 new Ordinary Shares to Novum (the "Fee Shares").

Admission to trading on AIM

The Company will apply for the admission of the 38,461,538 new Ordinary Shares to be issued pursuant to the Fundraise (the "Fundraise Shares") and the 3,076,923 Fee Shares to trading on AIM and this is expected to take place on or around 3 June 2020 ("Admission"). 

Following Admission, the Company's issued share capital will consist of 360,223,831 Ordinary Shares with no Ordinary Shares held in treasury. Therefore, the above figure of 360,223,831 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 and Transparency Rules.

Richard Jennings, who, together with his related parties, Align Research and C. A. Jennings, currently holds a total of 9.1 percent of the Company's issued share capital, has committed to subscribe for 3,076,923 Fundraise Shares on the revised terms. Following Admission of the Fundraise Shares and the Fee Shares, Align Research and related parties - R. S. and C. A. Jennings, will have an enlarged shareholding of 32,076,923 Ordinary Shares, representing 8.9 percent of the then enlarged issued share capital of the Company. 

Issue of Warrants

Pursuant to the Fundraise, the Company has also issued to the recipients of the Fundraise Shares warrants to subscribe for one new Ordinary Share for every one Fundraise Share subscribed for, with an exercise price of 1.5p (the "Warrants"), 50 percent of which are proposed to be allotted and issued by the Company pursuant to the Fundraise by Admission, and 50 percent to be issued conditional upon the passing of the necessary resolutions by shareholders at the next General Meeting of the Company authorising their allotment (the "GM Approval"), exercisable for a period of two years from the date of the admission to trading on AIM of the Fundraise Shares.

In connection with the Fundraise, the Company has agreed to issue Novum warrants over 3,230,769 Ordinary Shares (previously 1,800,000 Ordinary Shares) on the same terms as above (the "Novum Warrants"). Warrants over a further 153,846 Ordinary Shares (previously 200,000 Ordinary Shares) will be issued to another corporate adviser in relation to the Fundraise (the "Other Adviser Warrants"). The issuance of the Novum Warrants and the Other Adviser Warrants will also be subject to GM Approval.

Dennis Edmonds, Chief Executive Officer of Pathfinder, commented:

"We are encouraged that all of the investors have maintained their commitment to the Fundraise, rebased to yesterday's closing share price. We continue to work towards a commercial resolution to the licence dispute."

Enquiries:

Pathfinder Minerals Plc

Dennis Edmonds, Chief Executive Officer

Tel. +44 (0)20 3440 7775

Strand Hanson Limited (Nominated & Financial Adviser)

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 (Corporate 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").