Annual Report and
Consolidated Financial Statements for the Year Ended 31 December 2018
for
PATHFINDER MINERALS PLC
PATHFINDER MINERALS PLC
Contents of the Annual Report and Consolidated Financial Statements
for the Year Ended 31 December 2018
Company Information
Chairman’s Statement
Directors and Strategic Report
Report of the Independent Auditors
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Company Statement of Financial Position
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Consolidated Statement of Cash Flows
Company Statement of Cash Flows
Notes to the Consolidated Financial Statements
Page
1
2
4
7
11
12
13
14
15
16
17
18
19
PATHFINDER MINERALS PLC
Company Information
for the Year Ended 31 December 2018
DIRECTORS:
Sir H C Bellingham
S J Farrell
J Taylor
SECRETARY:
D Maling
REGISTERED OFFICE:
Becket House
36 Old Jewry
London
EC2R 8DD
REGISTERED NUMBER:
02578942 (England and Wales)
INDEPENDENT AUDITORS:
SOLICITORS:
NOMINATED ADVISOR
AND BROKER:
REGISTRARS:
BANKERS:
Chapman Davis LLP
2 Chapel Court
London
SE1 1HH
Travers Smith LLP
10 Snow Hill
London
EC1A 2AL
Strand Hanson Limited
26 Mount Row
London
W1K 3SQ
Link Assets Services
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Royal Bank of Scotland
1 Dale Street
Liverpool
L2 2PP
Page 1
PATHFINDER MINERALS PLC
Chairman’s Statement
for the Year Ended 31 December 2018
INTRODUCTION
During 2018, the Board continued to pursue the reinstatement to Pathfinder Minerals plc (“Pathfinder”, the “Company” or,
together with its subsidiaries, the “Group”) of the areas previously licensed to Pathfinder in Mozambique under Mining
Concession nos. 760C and 4623C (now consolidated as Mining Concession no. 4623C (the “Licence”)). I am very
encouraged by the progress being made and optimistic about the range of options being proposed to us. As announced
on 3 June 2019, the Board is focused on gaining further clarity from the various interested counterparties on their
proposal structures. I look forward to updating shareholders further if and when progress is made towards a resolution
that is to the satisfaction of all parties.
REVIEW OF ACTIVITY FOR THE PERIOD
In the early part of 2018, Pathfinder reported that it continued to pursue a dual-track strategy to recover control of the
Licence either through the legal process or by way of a negotiated settlement. The Company subsequently reported that
the prospects of a negotiated settlement had stalled.
A general meeting of the Company was requisitioned by certain shareholders on 4 April 2018 proposing changes to the
composition of the Board.
On 9 May 2018, Pathfinder announced it had raised £250,000 in order to provide additional working capital; along with
certain prospective management changes. The requirement for the Company to proceed with the abovementioned
requisitioned general meeting was withdrawn on the same date.
On 22 May 2018, the Supreme Court in Mozambique notified the Company of its request for final written submissions in
relation to Pathfinder's application for recognition of the 2012 English High Court ruling in its favour. The Company
complied and lodged final written submissions. The Board has no visibility over the timing of judgment and has received
no further communication since then from the Supreme Court in Mozambique.
On 10 August 2018, the Company appointed Strand Hanson Limited as its Nominated Adviser and Broker.
On 23 October 2018, Pathfinder announced it had raised a further £150,000 for working capital.
POST THE PERIOD END
Post the reporting period end, on 11 February 2019, the Company announced it had engaged Africa Focus Group Limited
("AFG"), a Hong Kong-based company with a Johannesburg consultancy office specialising in mergers and acquisitions in
southern Africa, to provide assistance to the Company in pursuing completion of a transaction with the owners of
Pathfinder Moçambique, S.A (the current Licence holder) pursuant to which Pathfinder, or a wholly owned subsidiary of
Pathfinder, would re-establish an interest in the Licence.
This process has and continues to progress positively and, on 10 April 2019, the Company announced that it was 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; and that the principle of a proposed transaction had
been agreed between Pathfinder and General Jacinto Veloso who, with his family interests, is a 50 per cent shareholder
in Pathfinder Moçambique, S.A..
In parallel, the Board commenced discussions with regards to potential funding strategies (including through partnerships
or debt provision) to facilitate a transaction and finance further development of the Licence. Discussions are constructive
and ongoing.
The Company has raised a further £335,000 via new share issues in April and June 2019.
VALUE
Shareholders should not lose sight of the value that lies within the opportunity they have waited so patiently to pursue.
Page 2
PATHFINDER MINERALS PLC
Chairman’s Statement
for the Year Ended 31 December 2018
Earlier this year, the Board commissioned an independent technical consultant, 2M Mineral Services Limited, to prepare
a revised Scoping Study on the Licence (the "2019 Report"), which included a revision of the capital and operating costs
and pricing assumptions that were presented in the original URS/Scott Wilson 2011 scoping study report (the "2011
Report"). This revision 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$323 million over a mine life of 30 years. The project internal rate of return
("IRR") is expected to be approximately 25 per cent. The revised findings represent a near doubling of the previously
reported equivalent NPV and an increase of 6.1 per cent in the project IRR.
A summary of the key differences in scoping study outcomes between the 2011 Report and the 2019 Report is set out
below.
Key Differences in Scoping Study Outcomes between 2011 and 2019 Scoping Study Reports:
Estimated Run of Mine production
Estimated Life of Mine
Mtpa
Years
Estimated Mineral Content Split of Final Product
Ilmenite
Rutile
Zircon
Estimated Annual Production (‘000 tonnes)
Ilmenite
Projected Annual Revenues
Initial Capital Cost
Estimated Pre-tax IRR
Estimated Pre-tax NPV @ 10% discount rate
Pricing Assumptions (USD/tonne)
* On an absolute basis
LEADERSHIP CHANGES
Rutile
Zircon
US$ m
US$ m
%
US$ m
Ilmenite
Rutile
Zircon
2011
47.7
30
93.4%
1.8%
4.8%
1,245
24
65
247
686
18.8%
529
125
677
1,148
2019
47.7
30
93.4%
1.8%
4.8%
1,245
24
65
323
742
24.9%
1,046
173
908
1,320
Change %
0%
0%
0%
0%
0%
0%
0%
0%
+19.4%
+7.5%
+6.1%*
+97.7%
+38.4%
+34.1%
+15.0%
During 2018, new leadership was appointed with a view to optimising the prospect of a successful recovery of the Licence.
In August 2018, Nick Trew stepped down from the Board and Simon Farrell and Scott Richardson-Brown joined the Board
in the roles of Non-executive Co-Chairman and Executive Director, respectively. Scott Richardson-Brown was later
appointed to the role of Chief Executive Officer. Throughout the year considerable progress has been made in driving the
Company’s strategy to a successful conclusion and a huge amount of effort has been devoted to preserving the financial
health of a non-revenue-generating, listed company working to resolve a complex situation.
Scott Richardson-Brown left the Company on 3 June 2019 to pursue other business interests, and the Board wishes him
well with his future endeavours. John Taylor was appointed as the Company’s new Chief Executive Officer on the same
date and I am happy to report there has been no let-up in the pace of operations and activity since then. John is focused
on assisting Pathfinder in delivering a timely and positive solution to shareholders in what the Board views as a highly
opportunistic period to reach a final settlement.
Page 3
PATHFINDER MINERALS PLC
Chairman’s Statement
for the Year Ended 31 December 2018
FINANCIAL RESULTS AND CURRENT FINANCIAL POSITION
During the period the Company issued 42,111,106 new ordinary shares to raise £400,000 in cash and settle £81,000 in
corporate fees.
The financial statements of the Pathfinder Group for the year ended 31 December 2018 follow later in this report. The
Income Statement shows a loss of £645,000 (2017 - £615,000) of which £61,000 relates to directors' fees and pension
contributions that are recorded as a liability in 'Trade and other payables' but actual payment of which had been
deferred as described in 'Note 18' to these accounts in order to conserve the Company’s cash resources during this period.
£24,478 was also expensed relating to the issue of 15,250,000 options to Directors during the period. Since the period
end, the accrued unpaid directors’ fees and pension liabilities up to 31 May 2019 have been settled in full through the
issue of new ordinary shares in the Company.
The Group's Statement of Financial Position shows net assets (excluding £337,000 of deferred fees and pension
contributions described in 'Note 18') at 31 December 2018 of £139,000 (31 December 2017 - £224,000). The assets are
held largely in the form of cash deposits and receivables. Following the Company’s share issues in April and June 2019 and
the receipt of cash proceeds from the exercise of warrants, the Company’s cash position as at 27 June 2019 stands at £520,000.
OUTLOOK
Discussions are continuing to progress in a positive way both with regards to a transaction in respect of the Licence and
with prospective funders who are conducting their own asset-level due diligence. Should a transaction be concluded, the
Board anticipates that the effect on the business would likely be transformational.
On behalf of the Board, I should like to thank all shareholders for their patience and support while the Board is continuing
to do everything within in its power to recover the Licence on terms which deliver value for Pathfinder’s existing
shareholders. I look forward to updating the market on progress in the near future.
ON BEHALF OF THE BOARD:
Sir H C Bellingham - Director
27 June 2019
Page 4
PATHFINDER MINERALS PLC
Directors and Strategic Report
for the Year Ended 31 December 2018
The directors present their report with the financial statements of the Company and the Group for the year ended
31 December 2018.
DIVIDENDS
No dividends will be distributed for the year ended 31 December 2018.
An overview of the Group results is presented in the Chairman's Statement.
EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.
DIRECTORS
The directors shown below have held office during the period from 1 January 2018 to the date of this report.
Sir H C Bellingham
S Farrell (appointed 10 August 2018)
J Taylor (appointed 3 June 2019)
S Richardson Brown (appointed 10 August 2018 and resigned 3 June 2019)
N S Trew (resigned 20 August 2018)
R P Easby (resigned 10 August 2018)
FINANCIAL INSTRUMENTS
The Company's financial instruments consist entirely of cash that arises directly from its operations. The main purpose
of these financial instruments is to fund the Company's operations as well as to manage working capital, liquidity and
invest surplus funds. It is, and has been throughout the period under review, the Company's policy not to enter into
derivative transactions and no trading in financial instruments has been undertaken.
POLITICAL DONATIONS AND EXPENDITURE
No charitable or political contributions were made during the current or previous year.
MAJOR SHAREHOLDERS
As at 27 June 2019 the following shareholders were beneficially interested in 3% or more of the Company's ordinary
share capital insofar as the Company is aware and based on information disclosed to the Company by those shareholders
at this date.
Shareholding
Shareholder name ordinary shares percentage
Number of 0.1p
Align Research and related party - R S & C A Jennings
Mr Nicholas Trew (prior Director)
28,500,000
23,208,085
9.1%
7.4%
COMPANY'S POLICY ON PAYMENT OF CREDITORS
It is the Company's policy to pay suppliers in accordance with the payment terms negotiated with them. The Company's
average creditor days during the year were 32 days (2017: 20 days).
RISK EXPOSURE
The Companies Act 2006 requires the directors to set out in this report how the Group manages its exposure to risk.
The directors consider that the Company has sufficient cash and cash equivalents to meet its foreseeable operational
requirements.
CORPORATE GOVERNANCE
As an AIM-quoted company, the Company and is required to apply a recognised corporate governance code, demonstrate
how the Group complies with such corporate governance code and where it departs from it. The Board of Pathfinder,
Page 5
PATHFINDER MINERALS PLC
Directors and Strategic Report
for the Year Ended 31 December 2018
which is responsible for the direction and oversight of all of our activities, believes that a sound corporate governance
policy, involving a transparent set of procedures and practices, is an essential ingredient to the Company’s success both
in the medium and long term. The application of these policies enables key decisions to be made by the Board as a whole,
and for the Company to function in a manner that takes into account all stakeholders in the Group, including employees,
suppliers and business partners.
The directors of the Company have formally made the decision to apply the Quoted Companies Alliance Corporate
Governance Code (the “QCA Code”). The Board recognises the principles of the QCA Code are best suited to companies
such as Pathfinder, although it must be recognised that Pathfinder is operating in a fairly unique set of circumstances and
has quite a troubled history with significant recent changes.
The key governance related matters that occurred during the financial year ended 31 December 2018 was the formal
adoption of the QCA Code and the Board changes outlined above.
the Company’s detailed
For
www.pathfindeminerals.com.
corporate governance
statement please
see Pathfinder’s website at
DISCLOSURE IN THE STRATEGIC REPORT
Strategic matters relating to the Company throughout the reporting period are outlined in the Chairman's Statement.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the directors and the financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors
have elected to prepare the financial statements in accordance with International Financial Reporting Standards as
adopted by the European Union. Under company law the directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the
profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state that the financial statements comply with IFRS;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company
will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the
Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
Page 6
PATHFINDER MINERALS PLC
Directors and Strategic Report
for the Year Ended 31 December 2018
GOING CONCERN
The directors have considered the appropriateness of the going concern concept in the preparation of the financial
statements, especially considering the negative equity position the Company is in. After a review of the cash
requirements of the Company, the directors believe that the Company will have sufficient cash reserves available for at
least the next 12 months from the date of this report. As disclosed in note 20, the Company has raised £335,000 via
new share issues, £183,000 from warrant exercise and settled deferred director fees totaling £309,000 after the
balance sheet date in order to remedy the negative equity position.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies
Act 2006) of which the Group's auditors are unaware, and each director has taken all the steps that he ought to have
taken as a director in order to make himself aware of any relevant audit information and to establish that the Group's
auditors are aware of that information.
AUDITORS
The auditors, Chapman Davis LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD:
John Taylor - Director
27 June 2019
Page 7
Report of the Independent Auditors to the Members of
Pathfinder Minerals Plc
OPINION
We have audited the financial statements of Pathfinder Minerals Plc (the ‘Parent Company’) and its subsidiaries (the
‘Group’) for the year ended 31 December 2018 which comprise the Consolidated Income Statement, the Consolidated
Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the
Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statements
of Cash Flows, and the related notes 1 to 20, including the significant accounting policies in note 3.
The financial reporting framework that has been applied in their preparation is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion:
•
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s
affairs as at 31 December 2018 and of the Group’s and the Parent Company’s loss for the year then ended;
the financial statements have been properly prepared in accordance with IFRSs as adopted by the European
Union; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.
•
•
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the Group and the Parent Company in accordance with the
ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
CONCLUSIONS REGARDING GOING CONCERN
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to
you where:
•
•
the directors’ use of the going concern basis of accounting in the preparation of the financial statements is
not appropriate; or
the directors have not disclosed in the financial statements any identified material uncertainties that may
cast significant doubt about the Parent Company’s ability to continue to adopt the going concern basis of
accounting for a period of at least twelve months from the date when the financial statements are authorised
for issue.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, are of most significance in our audit of the
financial statements of the current period. Such matters would be addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and a separate opinion on such matters would not be provided.
We have determined that there are no key audit matters to be communicated in our report.
MATERIALITY
In planning and performing our audit we applied the concept of materiality. An item is considered material if it could
reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of
materiality to both focus our testing and to evaluate the impact of any misstatements identified. Based on professional
judgement, we determined overall materiality for the financial statements as a whole to be £32,000, being 5% of the loss
for the year and less than 7.5% of total liabilities.
Page 8
Report of the Independent Auditors to the Members of
Pathfinder Minerals Plc
OTHER INFORMATION
The Directors are responsible for the other information. The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or
apparent material misstatements, we are required to determine whether there is a material misstatement in the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the Directors and Strategic Report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
the Directors and Strategic Report has been prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Group and its environment obtained in the course of the audit
we have not identified material misstatements in the Directors and Strategic Report. We have nothing to report in
respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our
opinion:
•
•
•
adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit
have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
RESPONSIBILITIES OF THE DIRECTORS
As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as
the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or
have no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists.
Page 9
Report of the Independent Auditors to the Members of
Pathfinder Minerals Plc
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
USE OF OUR REPORT
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Keith Fulton (Senior Statutory Auditor) for and
on behalf of Chapman Davis LLP Chartered
Accountants and Statutory Auditors
2 Chapel Court
London
SE1 1HH
27 June 2019
Page 10
PATHFINDER MINERALS PLC
Consolidated Income Statement
for the Year Ended 31 December 2018
Notes
2018
£'000
CONTINUING OPERATIONS
Revenue
Other operating income
Administrative expenses
OPERATING LOSS
Finance income
LOSS BEFORE INCOME TAX
Income tax
LOSS FOR THE YEAR
Loss attributable to:
Owners of the parent
Earnings / (loss)per share expressed
in pence per share:
Basic
Diluted
5
7
8
10
-
-
(645)
(645)
-
(645)
-
(645)
(645)
(0.26)
(0.26)
2017
£'000
-
-
(615)
(615)
-
(615)
-
(615)
(615)
(0.33)
(0.33)
The notes form part of these financial statements
Page 11
PATHFINDER MINERALS PLC
Consolidated Statement of Comprehensive Income
for the Year Ended 31 December 2018
LOSS FOR THE YEAR
OTHER COMPREHENSIVE INCOME
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
Total comprehensive income attributable to:
Owners of the parent
2018
£'000
2017
£'000
(645)
-
(645)
(645)
(615)
-
(615)
(615)
The notes form part of these financial statements
Page 12
PATHFINDER MINERALS PLC (REGISTERED NUMBER: 02578942)
Consolidated Statement of Financial Position
31 December 2018
Notes
11
12
13
14
15
16
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Investments
CURRENT ASSETS
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital
Share premium
Share based payments reserve
Retained earnings
TOTAL EQUITY
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
2018
£'000
-
-
-
192
52
244
244
18,458
12,431
25
(31,110)
(196)
440
440
244
2017
£'000
-
-
-
56
248
304
304
18,416
11,997
-
(30,465)
(52)
356
356
304
The financial statements were approved by the Board of Directors on 27 June 2019 and were signed on its behalf by:
John Taylor - Director
The notes form part of these financial statements
Page 13
PATHFINDER MINERALS PLC (REGISTERED NUMBER: 02578942)
Company Statement of Financial Position
31 December 2018
Notes
11
12
13
14
15
16
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Investments
CURRENT ASSETS
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital
Share premium
Share based payments reserve
Retained earnings
TOTAL EQUITY
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
2018
£'000
-
-
-
192
52
244
244
18,458
12,431
25
(31,110)
(196)
440
440
244
2017
£'000
-
-
-
56
248
304
304
18,416
11,997
-
(30,465)
(52)
356
356
304
The financial statements were approved by the Board of Directors on 27 June 2019 and were signed on its behalf by:
John Taylor - Director
The notes form part of these financial statements
Page 14
PATHFINDER MINERALS PLC
Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2018
Called up
share
capital
£'000
Retained
earnings
£'000
Share
Based
Payments
£’000
Balance at 1 January 2017
Changes in equity
Issue of share capital
Total comprehensive income
18,345
(29,850)
71
-
-
(615)
Balance at 31 December 2017
18,416
(30,465)
Changes in equity
Issue of share capital
Share based payment charge
Cost of share issue
Total comprehensive income
42
-
-
-
-
-
-
(645)
Balance at 31 December 2018
18,458
(31,110)
-
-
-
-
-
25
-
-
25
Share
premium
£'000
Total
equity
£'000
11,445
(60)
552
-
11,997
623
(615)
(52)
439
-
(5)
481
25
(5)
- (645)
12,431
(196)
The notes form part of these financial statements
Page 15
PATHFINDER MINERALS PLC
Company Statement of Changes in Equity
for the Year Ended 31 December 2018
Called up
share
capital
£'000
Retained
earnings
£'000
Share
Based
Payments
£’000
Balance at 1 January 2017
Changes in equity
Issue of share capital
Total comprehensive income
18,345
(29,850)
71
-
-
(615)
Balance at 31 December 2017
18,416
(30,465)
Changes in equity
Issue of share capital
Share based payment charge
Cost of share issue
Total comprehensive income
42
-
-
-
-
-
-
(645)
Balance at 31 December 2018
18,458
(31,110)
-
-
-
-
-
25
-
-
25
Share
premium
£'000
Total
equity
£'000
11,445
(60)
552
-
11,997
623
(615)
(52)
439
-
(5)
481
25
(5)
- (645)
12,431
(196)
The notes form part of these financial statements
Page 16
PATHFINDER MINERALS PLC
Consolidated Statement of Cash Flows
for the Year Ended 31 December 2018
Cash flows from operating activities
Operating loss
Adjustments for:
Share-based payments
(Increase)/decrease in receivables
Increase/(decrease) in payables
Foreign exchange loss
Net cash from operating activities
Cash flows from investing activities
Purchase of tangible fixed assets
Interest received
Net cash from investing activities-
Cash flows from financing activities
Proceeds on issuing ordinary shares
Share issue expenses
Net cash from financing activities
2018
£'000
2017
£'000
(645)
106
(136)
86
(2)
(591)
-
-
-
400
(5)
395
(615)
-
10
96
-
(509)
-
-
-
664
(41)
623
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of
year
(196) 114
248 134
Cash and cash equivalents at end of year
52
248
The notes form part of these financial statements
Page 17
PATHFINDER MINERALS PLC
Company Statement of Cash Flows
for the Year Ended 31 December 2018
Cash flows from operating activities
Operating loss
Adjustments for:
Share-based payments
(Increase)/decrease in receivables
Increase/(decrease) in payables
Foreign exchange loss
Net cash from operating activities
Cash flows from investing activities
Purchase of tangible fixed assets
Interest received
Net cash from investing activities-
Cash flows from financing activities
Proceeds on issuing ordinary shares
Share issue expenses
Net cash from financing activities
2018
£'000
(645)
106
(136)
86
(2)
(591)
-
-
-
400
(5)
395
2017
£'000
(615)
-
10
96
-
(509)
-
-
-
664
(41)
623
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of
year
(196) 114
248 134
Cash and cash equivalents at end of year
52
248
The notes form part of these financial statements
Page 18
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2018
1.
GENERAL INFORMATION
Pathfinder Minerals Plc is a public limited company whose ordinary shares are quoted on the AIM, a market
operated by the London Stock Exchange; and is incorporated and domiciled in the UK. The address of its
registered office is Becket House, 36 Old Jewry, London EC2R 8DD.
The financial statements of Pathfinder Minerals PLC for the year ended 31 December 2018 were authorised for
issue by the Board on 27 June 2019 and the statement of consolidated financial position signed on the Board's
behalf by Sir Henry Bellingham.
2.
STATUTORY INFORMATION
Pathfinder Minerals Plc is a public company, limited by shares, registered in England and Wales. The Company's
registered number and registered office address can be found on the General Information page.
3.
ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards
and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting
under IFRS. The financial statements have been prepared under the historical cost convention and are presented
in the functional currency in £'000.
As a result of the funding activities undertaken since the year end, the Company has improved its short -term
liquidity position. The Board has reviewed the Company's cash requirements for the next 12 months and,
after taking account of reasonably possible changes in both expenditure and equity investment, have concluded
that the Company should be able to operate within its current level of financing.
The directors have considered the appropriateness of the going concern concept in the preparation of the
financial statements, especially considering the negative equity position the company is in. After a review of the
cash requirements of the Company, the directors believe that the company will have sufficient cash reserves
available for at least the next 12 months from the date of this report. As disclosed in note 20, the Company has
raised £335,000 via new share issues, £183,000 from warrant exercise and settled deferred director fees
totaling £309,000 after the balance sheet date in order to remedy the negative equity position.
After making enquiries, the directors have a reasonable expectation that the Company has adequate resources
to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the
going concern basis in preparing its financial statements.
Although the Company's direct subsidiary, IM Minerals Limited, itself holds the whole of the issued share capital
of Companhia Mineira de Naburi SARL, which in turn holds the whole of the issued share capital of Sociedade
Geral de Mineracao de Moçambique SARL, events in 2011 indicated that the Company does not control either
of these sub-subsidiaries. Neither has it been possible to obtain audited accounts for them. Accordingly these
financial statements consolidate the financial statements of IM Minerals Limited only. IM Minerals Limited is a
dormant intermediate holding company.
Property, plant and equipment
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful
life.
Plant and machinery - 33% on cost
Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local
tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.
Page 19
continued...
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
3.
ACCOUNTING POLICIES - continued
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the
statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of
exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the
operating result.
Employee benefit costs
The group operates a defined contribution pension scheme. Contributions payable to the Group's pension
scheme are charged to the income statement in the period to which they relate.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and other short term highly liquid deposits with
original maturities of three months or less.
New standards, amendments and interpretations adopted by the Group
The Group has applied the following standards and amendments for the first time for their annual
reporting period commencing 1 January 2018:
•
•
IFRS 9 Financial Instruments
IFRS 15 Revenue from Contracts with Customers
No retrospective adjustments were required following the adoption of IFRS 9 and IFRS 15.
On 1 January 2018 (the date of initial application of IFRS 9), the Group’s management assessed which
business models apply to the financial assets held by the Group and classified its financial instruments
into the appropriate IFRS 9 categories. No reclassifications were required.
New standards, amendments and interpretations not yet adopted
At the date of authorisation of these financial statements, the following Standards and Interpretations
which have not been applied in these financial statements, were in issue but not yet effective for the
year presented:
•
•
IFRS 16 in respect of Leases which will be effective for accounting periods beginning on or after
1 January 2019.
IFRS 17 Insurance Contracts (effective date 1 January 2021).
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to
have a material impact on the Group.
Page 20
continued...
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
Critical accounting estimates and judgements
The preparation of financial information in accordance with generally accepted accounting practice, in the case
of the Group using International Financial Reporting Standards as adopted by the European Union, requires the
directors to make estimates and judgements that affect the reported amount of assets, liabilities, income and
expenditure and the disclosures made in the financial statements. Such estimates and judgements must be
continually evaluated based on historical experience and other factors, including expectations of future events.
Details of accounting estimates and judgements that have the most significant effect on the amounts recognised
in the financial statements have been disclosed under the relevant note or accounting policy for each area where
disclosure is required.
4.
SEGMENTAL REPORTING
The Group has one activity only. Of the Group's administrative expenses, £73,000 (2017: £21,000) was spent in
Mozambique relating to legal and consulting. The whole of the value of the Group's and the Company's net assets
in their respective financial statements at 31 December 2018 and 2017 was attributable to UK assets and
liabilities.
5.
ADMINISTRATIVE EXPENSES
Group and Company
Loss from operations has been arrived at after charging:
Directors Remuneration
Share based payment charge – Director options issue
Legal Fees
Nomad Fees
Audit fees
2018
£'000
(645)
195
25
80
70
10
2017
£'000
(615)
278
-
43
46
10
Page 21
continued...
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
6.
EMPLOYEES AND DIRECTORS
There were no employees, other than the directors.
The following tables set out and analyse the remuneration of directors for the years ended 31 December 2018
and 2017.
Year ended 31 December 2018:
Contributions to
Total
Salary
£000
Benefits
in kind
£000
Total
emoluments
£000
Pension
schemes
£000
Share based
Payments
payments
£00
£000
Remuneration
2018
£000
Henry
Bellingham
S Farrell
S Richardson Brown
Nicholas Trew
Robert Easby
30
9
9
105
38
191
-
-
-
-
-
-
30
9
9
105
38
191
-
-
-
4
-
4
5
10
10
-
-
25
35
19
19
109
38
220
Year ended 31 December 2017:
Henry
Bellingham
Nicholas Trew
Robert Easby
Contributions to
Benefits
in kind
£000
-
Total
emoluments
£000
48
pension
schemes
£000
-
Total
remuneration
2017
£000
48
5
-
9
5
155
60
302
263
15
-
20
15
170
60
322
278
Salary
£000
48
150
60
293
258
No share options were exercised by the directors, and no shares were received or receivable by any director in
respect of qualifying services under a long-term incentive scheme.
7.
NET FINANCE INCOME
Finance income:
Deposit account interest
2018
£'000
2017
£'000
-
-
Page 22
continued...
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
8.
INCOME TAX
Analysis of tax expense
No liability to UK corporation tax arose for the year ended 31 December 2018 nor for the year ended
31 December 2017.
Factors affecting the tax expense
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is
explained below:
Loss before income tax
2018
£'000
(645)
2017
£'000
(615)
Loss multiplied by the standard rate of corporation tax in the UK of 19%
(2017 - 19%)
(123)
(117)
Effects of:
Non-deductible expenses (£25,000 Share Issue Expense)
Income not chargeable to tax
Unrelieved tax losses carried forward
Tax expense
5
-
118
-
-
(32)
148
-
9.
LOSS OF PARENT COMPANY
As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not
presented as part of these financial statements. The parent company's loss for the financial year was £645,240
(2017 - £615,224).
Page 23
continued...
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
10.
LOSS PER SHARE
Basic loss per share is calculated, as set out in the tables below, by dividing the loss attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the period.
A diluted loss per share has not been calculated as the effect of the exercise of outstanding warrants and options
would be anti-dilutive.
2018
Weighted
average
number
of
shares
Per-share
amount
pence
Loss
£'000
Basic
Earnings/(loss) attributable to ordinary shareholders
(645)
250,218,268
(0.26)
Diluted
Adjusted earnings
(645)
250,218,268
(0.26)
2017
Weighted
average
number
of
shares
Per-share
amount
pence
Loss
£'000
Basic
Earnings/(loss) attributable to ordinary shareholders
Effect of dilutive securities
(615)
-
185,404,008
-
(0.33)
-
Diluted
Adjusted earnings
(615)
185,404,008
(0.33)
Page 24
continued...
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
11.
PROPERTY, PLANT AND EQUIPMENT
Group
COST
At 1 January 2018
At 31 December 2018
DEPRECIATION
At 1 January 2018
Charge for year
At 31 December 2018
NET BOOK VALUE
At 31 December 2018
At 31 December 2017
Company
COST
At 1 January 2018
At 31 December 2018
DEPRECIATION
At 1 January 2018
Charge for year
At 31 December 2018
NET BOOK VALUE
At 31 December 2018
At 31 December 2017
Plant and
machinery
£'000
2
2
2
-
2
-
-
Plant and
machinery
£'000
2
2
2
-
2
-
-
Page 25
continued...
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
12.
INVESTMENTS
Company
COST
At 1 January 2018
and 31 December 2018
PROVISIONS
At 1 January 2018
and 31 December 2018
NET BOOK VALUE
At 31 December 2018
At 31 December 2017
Shares in
group
undertakings
£'000
34,806
34,806
-
-
The Group or the Company's investments at the Statement of Financial Position date in the share capital of
companies include the following:
Subsidiaries
I M Minerals Limited
Registered office: United Kingdom
Nature of business: Holding company
Class of shares:
Ordinary
Companhia Mineira de Naburi SARL
Registered office: Mozambique
Nature of business: Mining
Class of shares:
Ordinary
%
holding
100.00
%
holding
100.00
Page 26
continued...
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
12.
INVESTMENTS - continued
Company
Sociedade Geral de Mineracao de Moçambique SARL
Registered office: Mozambique
Nature of business: Dormant
Class of shares: holding
Ordinary 100.00
%
IM Minerals Limited held the shares in Companhia Mineira de Naburi SARL which held titanium dioxide mining
concessions in the Republic of Mozambique. In November 2011 the original vendors of IM Minerals' subsidiary,
Companhia Mineira de Naburi SARL ("CMdN"), advised the Company that they had procured the cancellation of
IM Minerals' shares in CMdN and the transfer of its assets (the mining licences) to another company controlled
by them. Whilst the Company is taking legal and other action in order to recover the shares and the licences,
the Company, in the interest of accounting prudence, made full provision in the 2011 financial statements
against the cost of its investment in IM Minerals.
13.
TRADE AND OTHER RECEIVABLES
Current:
Other debtors
VAT
Prepayments and accrued income
14.
CASH AND CASH EQUIVALENTS
Bank accounts
15.
SHARE CAPITAL
Group
2018
£'000
2017
£'000
Company
2018
£'000
2017
£'000
09
109
4
79
192
35
7
14
56
109
4
79
192
35
7
14
56
Group
Company
2018
£'000
52
2017
£'000
248
2018
£'000
52
2017
£'000
248
a) Called up, allotted, issued and fully paid Ordinary shares of 0.1p each
Number:
Class:
272,930,288
183,688,116
Ordinary
Deferred
Nominal
value:
0.1p
9.9p
2018
£'000
273
18,185
2017
£'000
231
18,185
18,458
18,416
Page 27
continued...
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
15.
CALLED UP SHARE CAPITAL - continued
During the year the company made the following issues of Ordinary shares of 0.1p each for cash consideration:
25,000,000 Ordinary shares of 0.1p each at a premium of 0.9p per share; and
11,111,106 Ordinary shares of 0.1p each at a premium of 1.25p per share.
In addition, 6,000,000 Ordinary shares of 0.1p each at a premium of 1.25p were issued in return for corporate
services provided by a third party.
b) Share options & warrants in issue
Exercise Price
3p
1.5p
1.75p
1.75p
Expiry Date
15 November 2021
17 May 2021
20 September 2023
21 October 2021
Number
6,875,000
25,000,000
21,250,000
11,111,111
16.
TRADE AND OTHER PAYABLES
Current:
Trade creditors
Social security and other taxes
Other creditors
Accruals and deferred income
Group
2018
£'000
2017
£'000
Company
2018
£'000
2017
£'000
29
-
401
10
440
12
11
324
10
356
29
-
403
10
442
12
11
324
10
356
Page 28
continued...
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
17.
CONTINGENT LIABILITIES
i)
ii)
As part of the agreement for the purchase of the shares in its subsidiary, Companhia Mineira de Naburi
SARL (CMdN), the Company's subsidiary, IM Minerals Limited, agreed to pay the vendors a further sum of
$9,900,000 if, following further exploration and appraisal, an agreement is reached for the construction
of a facility for the processing of ore extracted from the Naburi mineral sands deposit. This sum has
since been reduced by advances of £90,083, made by IM Minerals Limited, and £75,933, made by the
Company, to one of the vendors, Mr Diogo Cavaco.
Similarly, as part of its agreement for the purchase of the whole of the issued share capital of Sociedade
Geral de Mineracao de Moçambique SARL, CMdN has agreed to pay the vendors, BHP Billiton, a
further sum of $9,500,000 if, following further exploration and appraisal, an agreement is reached for
the construction of a facility for the processing of ore extracted from the Moebase mineral sands deposit.
This obligation is guaranteed by IM Minerals Limited
The Company has entered into a fixed period consultancy agreement, until 30 September 2019, with
Africa Focus Group Limited ("AFG") (the "Consultancy Agreement"), a Hong Kong-based company with a
Johannesburg consultancy office specialising in mergers and acquisitions in southern Africa. Under the
Consultancy Agreement, AFG will provide assistance to the Company in pursuing completion of a legally
binding transaction with the owners of Pathfinder Moçambique, S.A pursuant to which Pathfinder or a
wholly owned subsidiary of Pathfinder would acquire, or otherwise be reinstated with or receive transfer
of, direct ownership and effective control of Mining Concession 4623C on such terms and conditions as
the Company, at its sole discretion, may agree with the owners of Pathfinder Moçambique, S.A. (the
"Proposed Transaction").
In consideration of the provision of services under the Consultancy Agreement, the Company shall, only
following the effective legal completion of the Proposed Transaction, pay AFG a fee in cash of £1,000,000
(inclusive of any VAT) (the "Fee"). The Fee is conditional on and only becomes due and payable if the
Company has successfully raised sufficient funds to make payment of the Fee in full. The Company has
agreed to use its reasonable endeavors to take the necessary steps to procure that sufficient funds are
raised by the Company to enable satisfaction of the payment obligation within a reasonable period after
completion of the Proposed Transaction.
While there is no legal obligation or other form of undertaking by the Company to do so nor any other
informal arrangement with AFG to that effect, the Company intends to consider in good faith a request
by AFG (if made) to allow the Fee (when due and payable) to be used to subscribe for new ordinary
shares in the Company in due course (the "New Shares"). In the event that this does occur any such
arrangement, to allow the Fee to be used to pay up a subscription of New Shares, shall be on the basis
that the aggregate number of New Shares issued to AFG shall not exceed 9 per cent of the entire issued
share capital of the Company at the time of such issue and as enlarged by the issue of the New Shares.
If at any time prior to the earlier of the termination of the Consultancy Agreement, the end of the
Consultancy Agreement or the completion of the Proposed Transaction, more than 50 per cent of the
entire issued share capital of Company is held by a single shareholder, together with its concert parties,
following a successful takeover offer, then the Company shall pay to AFG an abort fee in cash of
£250,000.
Page 29
continued...
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
18.
RELATED PARTY DISCLOSURES
In order to ease the pressure on the company's cash resources, the following directors deferred payment of their
contracted salaries or fees and, where applicable, pension contributions. The amounts deferred, and included in
other creditors, were as follows:
Salary/ fees
deferred at
1 January
2018
£000
Pension
contributions
deferred at 1
January 2018
£000
Salary/fees
deferred
during the
year
£000
Pension
contributions
deferred during
the year
Salary/fees
deferred at 31
December
2018
Pension
contributions
deferred at 31
December 2018
£000
£000
£000
NS Trew
JP Normand
H Bellingham
R P Easby
J P McKeon
S Farrell
S Richardson Brown
Total
130
27
44
37
1
-
-
239
34
4
-
-
-
-
-
38
9
-
13
16
-
9
9
56
4
-
-
-
-
-
-
4
139
27
57
53
1
9
9
295
38
4
-
-
-
-
-
42
Following the end of the reporting period (as disclosed in note 20) amounts totaling £309,333 were settled in
relation to deferred salaries & fees by the issue of 13,293,927 ordinary shares.
Details of directors' remuneration are given in note 6 above.
Page 30
continued...
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
19.
SHARE BASED PAYMENTS
The Company granted the following share options to directors on 21 September 2018:
Director
H C Bellingham
S Farrell
S Richardson Brown
Number of
shares the
subject of
options or
warrants
6,000,000
6,000,000
3,250,000
15,250,000
Exercise price
per share
Latest exercise date
1.75p 20 September 2023
1.75p 20 September 2023
1.75p 20 September 2023
The Company used the Black-Scholes model to determine the value of the options and the inputs were as
follows:
Share price at grant (pence)
Fair Value price at grant (pence) Expected volatility (%)
Expected life (years)
Risk free rate (%)
Expected dividends (pence)
Issued 21/09/18
1.28p
24.71%
5 years
1%
-
Expected volatility was determined by using the Company’s share price for the preceding 12 months.
The total share-based payment expense in the year for the Company was £24,478 expense in relation to options
(2017: £nil) and £nil finance charges in relation to warrants (2017: nil).
20.
EVENTS AFTER THE REPORTING PERIOD
Post the reporting period end, on 11 February 2019, the Company announced it had engaged Africa Focus Group
Limited ("AFG"), a Hong Kong-based company with a Johannesburg consultancy office specialising in mergers and
acquisitions in southern Africa, to provide assistance to the Company in pursuing completion of a transaction with
the owners of Pathfinder Moçambique, S.A (the current Licence holder) pursuant to which Pathfinder, or a wholly
owned subsidiary of Pathfinder, would re-establish an interest in the Licence. Details of the engagement have been
included at note 17.
On 10 April 2019, the Company announced the updated scoping study on the licence and the issue of 10,000,000
new ordinary shares at 2p to raise £200,000. In addition, the Company announced the issue of, in aggregate,
7,500,000 new Ordinary Shares at 2.0p per share to a current director and certain former directors in satisfaction
of deferred salary that has been accrued.
On 10 April 2019, the Company also granted a total of 7,500,000 share options exercisable at 2.50p over a 3 year
period to Scott Richardson Brown.
On 3 June 2019, the Company announced the appointment of John Taylor as Chief Executive Officer and a director
and the resignation of Scott Richardson Brown as Chief Executive Officer and a director.
Page 30
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
On 5 June 2019, the Company announced a cash subscription for 4,909,091 new Ordinary shares at 2.75p to raise
£135,000 in cash. The Company also settled past accrued director fees amounting to £159,333 by the issue of
5,793,927 new shares Pursuant to the share placement and settlement share issue the Company issued one
warrant for each new share exercisable at 3.5p over a three year period.
During the month of June 2019 the Company received warrant exercise proceeds of £183,016 and issued
11,892,564 new shares.
Page 30