Annual Report and
Consolidated Financial Statements for
the Year Ended 31 December 2019 for
PATHFINDER MINERALS PLC
PATHFINDER MINERALS PLC
Contents of the Annual Report and Consolidated Financial Statements
for the Year Ended 31 December 2019
Company Information
Chairman’s Statement
Directors and Strategic Report
Report of the Independent Auditors
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Company Statement of Financial Position
Company Statement of Changes in Equity
Company Statement of Cash Flows
Notes to the Financial Statements
Page
1
2
4
7
11
12
13
14
15
16
17
18
PATHFINDER MINERALS PLC
Company Information
for the Year Ended 31 December 2019
DIRECTORS:
Sir H C Bellingham
D Edmonds
J Taylor
SECRETARY:
Orana Corporate LLP
REGISTERED OFFICE:
Becket House
36 Old Jewry
London
EC2R 8DD
REGISTERED NUMBER:
02578942 (England and Wales)
INDEPENDENT AUDITORS:
SOLICITORS:
Chapman Davis LLP
2 Chapel Court
London
SE1 1HH
Hill Dickenson
The Broadgate Tower
20 Primrose Street
London
EC2A 2EW
NOMINATED & FINANCIAL ADVISER: Strand Hanson Limited
REGISTRARS:
BANKERS:
26 Mount Row
London
W1K 3SQ
Novum Securities Limited
8-10 Grosvenor Gardens
London
SW1W 0DH
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 2019
INTRODUCTION
Considerable progress was made during 2019 across several areas which significantly enhanced Pathfinder’s ability and
positioning to regain an interest in Mining Concession no. 4623C in Mozambique (the “Licence”).
The Company engaged new consultants to provide assistance in pursuing completion of a transaction in respect of the
Licence; agreement on a proposed transaction was reached between Pathfinder and General Jacinto Veloso who, with his
family interests, owns 50 per cent of the entity to which the Licence is currently registered (the balance being owned by a
Hong Kong registered entity); a revised independent Scoping Study was published resulting in a near doubling of the Net
Present Value attributable to the Licence; non-binding financing proposals to facilitate a deal and fund subsequent
development of the Licence were received; additional working capital was brought into the Company; and a leadership
change was implemented.
Subsequent to the period end, Pathfinder was notified that the Mozambique Supreme Court had rejected the Company's
application for recognition of a judgment by the English High Court (the "English Judgment") which gave certain
declarations to the effect that Pathfinder's subsidiary, IM Minerals Limited, validly acquired its shareholding in Companhia
Mineira de Naburi S.A.R.L., which previously held the Licence. This outcome has no bearing on the English Judgment, which
remains in force. While disappointing in the context of a legal strategy to regain an interest in the Licence, a negotiated
outcome was, and continues to be, the focus of all parties, including the Veloso family which appears to remain committed
to working towards a commercial resolution that avoids further protracted delays from legal proceedings.
REVIEW OF ACTIVITY FOR THE PERIOD
Progress towards a potential transaction in respect of the Licence
On 11 February 2019, the Company announced that it had engaged Africa Focus Group Limited, 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.
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.
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.
Revised independent Scoping Study on the Licence
On 10 April 2019, Pathfinder announced the results of a revised Scoping Study on the Licence prepared by independent
technical consultant, 2M Mineral Services Limited, 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. 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 represented a near doubling of the previously reported equivalent NPV
and an increase of 6.1 per cent in the project IRR.
Leadership changes
On 3 June 2019, the Company announced the appointment of John Taylor as CEO; on 23 July 2019, the Company announced
the resignation of Simon Farrell as a non-executive director; and, on 2 August 2019, the Company announced the
appointment of Dennis Edmonds as a non-executive director. The new appointments prompted a review of the Company’s
strategy and a renewed focus and effort on negotiations in Mozambique.
Page 2
PATHFINDER MINERALS PLC
Chairman’s Statement
for the Year Ended 31 December 2019
The review included a detailed analysis of the different routes available to Pathfinder to restore an interest in the Licence
and to fund its further development within the context of the Company's access to capital. Throughout the year, and early
into 2020, wide-ranging meetings were held in South Africa and Mozambique with representatives of Pathfinder
Moçambique S.A., the Company's Mozambique legal advisers, representatives of the UK Government in Mozambique, and
prospective funding partners.
New funds for working capital
A total of £335,000 was raised during the period through cash subscriptions for 14,909,091 shares in aggregate. A further
£239,000 was taken in by the Company during the period as a result of the exercise of warrants to subscribe for, in
aggregate, 15,624,792 shares. New funds provided necessary general working capital.
Subsequent to period end, the Company completed two new financings. The first was a convertible loan note for £175,000
(announced on 3 April 2020); and the second, an equity fundraising to issue 38,461,538 new shares for gross proceeds of
£250,000 (announced on 28 May 2020), which completed on 3 June 2020. Please refer to both announcements for further
details of the financings.
FINANCIAL RESULTS AND CURRENT FINANCIAL POSITION
In addition to the above-mentioned shares issued in respect of the cash subscriptions and warrant exercises, during the
period the Company issued 13,293,927 shares to some former directors and a current director to settle in aggregate
£309,000 of accrued cash liabilities. The Company has made a submission to HMRC for the calculated PAYE on these
settlements amounting to £139,000 which was incorrectly not paid at the time. The Company will look to recover these
amounts from the former directors in the coming period.
The financial statements of the Pathfinder Group for the twelve months ended 31 December 2019 follow later in this report.
The Income Statement shows a loss of 652,000 (2018 - £645,000). The board reorganisation during the year has resulted
in a reduction in remuneration from £195,000 (2018) to £121,000 this reporting period.
The Group's Statement of Financial Position shows net assets at 31 December 2019 of £381,000 (31 December 2018 -
£244,000). The assets are held largely in the form of cash deposits and receivables. The Company’s cash position as at 25
June 2020 stands at £283,000, which includes the first tranche of the convertible loan note.
OUTLOOK
The Company remains focused on a negotiated, commercial resolution to achieve a return of an interest in the Licence.
The recent fundraisings have given the Board the flexibility to accelerate these efforts in the short term and it is the Board’s
intention to intensify negotiations in-person with all relevant parties in Mozambique as soon as COVID-19 restrictions
permit them to safely do so.
The Board maintains its view that a positive outcome is both achievable and would be transformational for the Company
in recovering value. We thank all shareholders for their continued support and look forward to updating them with
developments in the future.
ON BEHALF OF THE BOARD:
Sir H C Bellingham - Chairman
29 June 2020
Page 3
PATHFINDER MINERALS PLC
Directors and Strategic Report
for the Year Ended 31 December 2019
The directors present their report with the financial statements of the Company and the Group for the year ended
31 December 2019.
DIVIDENDS
No dividends will be distributed for the year ended 31 December 2019.
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 2019 to the date of this report.
Sir H C Bellingham
S Farrell (appointed 10 August 2018 and resigned 23 July 2019)
J Taylor (appointed 3 June 2019)
D Edmonds (appointed 2 August 2019)
S Richardson Brown (appointed 10 August 2018 and resigned 3 June 2019)
FINANCIAL INSTRUMENTS
The Company's financial instruments consist entirely of cash that arises directly from financing activities undertaken to
fund the business. 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)
29,000,000
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 19 days (2018: 32 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 4
PATHFINDER MINERALS PLC
Directors and Strategic Report
for the Year Ended 31 December 2019
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 2019 was the formal
adoption of the QCA Code and the Board changes outlined above.
For the Company’s detailed corporate governance statement please see Pathfinder’s website at
www.pathfindeminerals.com.
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 5
PATHFINDER MINERALS PLC
Directors and Strategic Report
for the Year Ended 31 December 2019
GOING CONCERN
The directors have considered the appropriateness of the going concern concept in the preparation of the financial
statements. 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 21,
after the balance sheet date, the Company has raised £250,000 via new share issues in addition to a £175,000 loan
note facility.
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:
Dennis Edmonds - Director
29 June 2020
Page 6
Report of the Independent Auditors to the Members of
Pathfinder Minerals Plc
Pathfinder Minerals plc
Company number: 02578942
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 2019 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 including the significant accounting policies .
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 2019 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 relating to 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 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.
Page 7
Report of the Independent Auditors to the Members of
Pathfinder Minerals Plc
Report of the Independent Auditors to the Members of Pathfinder Minerals Plc,
continued
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 £60,000, being less than 10%
of the loss for the year.
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.
Page 8
Report of the Independent Auditors to the Members of
Pathfinder Minerals Plc
Report of the Independent Auditors to the Members of Pathfinder Minerals Plc,
continued
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 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.
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.
Page 9
Report of the Independent Auditors to the Members of
Pathfinder Minerals Plc
Report of the Independent Auditors to the Members of Pathfinder Minerals Plc,
continued
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.
Rowan J. Palmer (Senior Statutory Auditor)
for and on behalf of Chapman Davis LLP
Chartered Accountants and Statutory Auditors
London, United Kingdom
29 June 2020
Page 10
PATHFINDER MINERALS PLC
Consolidated Statement of Comprehensive Income
for the Year Ended 31 December 2019
CONTINUING OPERATIONS
Revenue
Administrative expenses
OPERATING LOSS
Finance income
LOSS BEFORE INCOME TAX
Income tax
LOSS FOR THE YEAR
Notes
5, 6
7
8
Total comprehensive loss for the year
attributable to:
Equity holders of the parent
Loss per share from continuing operations
in pence per share:
10
Basic
Diluted
2019
£'000
2018
£'000
-
(652)
(652)
-
(652)
-
-
(645)
(645)
-
(645)
-
(652)
(645)
(652)
(645)
(0.22)
(0.22)
(0.26)
(0.26)
The notes on pages 18-28 form part of these financial statements.
Page 11
PATHFINDER MINERALS PLC (REGISTERED NUMBER: 02578942)
Consolidated Statement of Financial Position
31 December 2019
NON-CURRENT ASSETS
Property, plant and equipment
Investments
CURRENT ASSETS
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
EQUITY AND LIABILITIES
Capital and reserves attributable to equity holders of the
Company:
Share capital
Share premium
Other reserves
Accumulated deficit
TOTAL EQUITY
CURRENT LIABILITIES
Trade and other payables
TOTAL LIABILITIES
Note
Year ended
31 December
2019
£’000
Year ended
31 December
2018
£’000
11
12
13
14
15
19
-
-
-
-
222
158
192
52
380
244
18,504
13,307
45
(31,762)
18,458
12,431
25
(31,110)
94
(196)
16
286
440
286
440
TOTAL EQUITY AND LIABILITIES
380
244
The financial statements were approved by the Board of Directors on 29 June 2020 and were signed on its behalf by:
Dennis Edmonds - Director
The notes on pages 18-28 form part of these financial statements.
Page 12
Called up
share capital
£'000
18,416
Share
premium
£'000
11,997
Other
reserves
£'000
-
Accumulated
deficit
£'000
(30,465)
Total
equity
£'000
(52)
(645)
(645)
481
(5)
25
501
(645)
(645)
-
(31,110)
(196)
(652)
(652)
-
(31,762)
(652)
(652)
922
-
20
942
94
25
25
25
20
20
45
PATHFINDER MINERALS PLC
Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2019
Balance at 1 January 2018
Changes in equity
Loss for the year
Total comprehensive loss for the year
Issue of share capital
Cost of share issue
Share based payments
Total transactions with owners
42
42
439
(5)
434
Balance at 31 December 2018
18,458
12,431
Changes in equity
Loss for the year
Total comprehensive loss for the year
Issue of share capital
Cost of share issue
Share based payments
46
876
Total transactions with owners
46
876
Balance at 31 December 2019
18,504
13,307
The notes on pages 18-28 form part of these financial statements.
Page 13
PATHFINDER MINERALS PLC
Consolidated Statement of Cash Flows
for the Year Ended 31 December 2019
Note
Year ended
31 December
2019
£’000
Year ended
31 December
2018
£’000
Cash flows from operating activities
Operating loss
(652)
(645)
Adjustments for:
Share-based payments
Services settled in shares
Foreign exchange movement
Net cash flow from operating activities before changes in
working capital
Changes in working capital:
(Increase)/Decrease in trade and other receivables
Increase/(Decrease) in trade and other payables
Net cash flow used in operating activities
Cash flow from investing activities
Interest received
Net cash flow from investing activities
Cash flow from financing activities
Proceeds arising as a result of the issue of ordinary shares
Costs related to issue of ordinary share capital
Interest paid
Net cash flow from financing activities
Net increase in cash and cash equivalents in the year
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
20
20
20
20
52
3
(577)
106
(2)
(541)
(30)
139
109
(136)
86
(50)
-
-
-
-
574
-
-
574
106
52
158
400
(5)
-
395
(196)
248
52
The notes on pages 18-28 form part of these financial statements.
Page 14
PATHFINDER MINERALS PLC
Company Statement of Financial Position
for the Year Ended 31 December 2019
NON-CURRENT ASSETS
Property, plant and equipment
Investments
CURRENT ASSETS
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
EQUITY AND LIABILITIES
Capital and reserves attributable to equity holders of the
Company:
Share capital
Share premium
Other reserves
Accumulated deficit
TOTAL EQUITY
CURRENT LIABILITIES
Trade and other payables
TOTAL LIABILITIES
Note
Year ended
31 December
2019
£’000
Year ended
31 December
2018
£’000
11
12
13
14
15
19
-
-
-
-
222
158
192
52
380
244
18,504
13,307
45
(31,762)
18,458
12,431
25
(31,110)
94
(196)
16
286
440
286
440
TOTAL EQUITY AND LIABILITIES
380
244
The notes on pages 18-28 form part of these financial statements.
Page 15
Called up
share capital
£'000
18,416
Share
premium
£'000
11,997
Other
reserves
£'000
-
Accumulated
deficit
£'000
(30,465)
Total
equity
£'000
(52)
(645)
(645)
481
(5)
25
501
(645)
(645)
-
(31,110)
(196)
(652)
(652)
-
(31,762)
(652)
(652)
922
-
20
942
94
25
25
25
20
20
45
PATHFINDER MINERALS PLC
Company Statement of Changes in Equity
for the Year Ended 31 December 2019
Balance at 1 January 2018
Changes in equity
Loss for the year
Total comprehensive loss for the year
Issue of share capital
Cost of share issue
Share based payments
Total transactions with owners
42
42
439
(5)
434
Balance at 31 December 2018
18,458
12,431
Changes in equity
Loss for the year
Total comprehensive loss for the year
Issue of share capital
Cost of share issue
Share based payments
46
876
Total transactions with owners
46
876
Balance at 31 December 2019
18,504
13,307
The notes on pages 18-28 form part of these financial statements.
Page 16
PATHFINDER MINERALS PLC
Company Statement of Cash Flows
for the Year Ended 31 December 2019
Note
Year ended
31 December
2019
Year ended
31 December
2018
Cash flows from operating activities
Operating loss
(652)
(645)
Adjustments for:
Share-based payments
Services settled in shares
Foreign exchange movement
Net cash flow from operating activities before changes in
working capital
Changes in working capital:
(Increase)/Decrease in trade and other receivables
Increase/(Decrease) in trade and other payables
Net cash flow used in operating activities
Cash flow from investing activities
Interest received
Net cash flow from investing activities
Cash flow from financing activities
Proceeds arising as a result of the issue of ordinary shares
Costs related to issue of ordinary share capital
Interest paid
Net cash flow from financing activities
Net increase in cash and cash equivalents in the year
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
20
20
20
20
52
3
(577)
106
(2)
(541)
(30)
139
109
(136)
86
(50)
-
-
-
-
574
-
-
574
106
52
158
400
(5)
-
395
(196)
248
52
The notes on pages 18-28 form part of these financial statements.
Page 17
PATHFINDER MINERALS PLC
Notes to the Financial Statements
for the Year Ended 31 December 2019
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 2019 were authorised for
issue by the Board on 29 June 2020 and the statement of consolidated financial position signed on the Board's
behalf by Dennis Edmonds.
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.
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 18
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2019
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
No new and/or revised Standards and Interpretations have been required to be adopted, and/or are applicable
in the current year by/to the Group, as standards, amendments and interpretations which are effective for the
financial year beginning on 1 January 2019 are not material to the Group.
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 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.
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, £57,000 (2018: £73,000) 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 2019 and 2018 was attributable to UK assets and
liabilities.
Page 19
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2019
5.
OPERATING LOSS
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
6.
EMPLOYEES AND DIRECTORS
There were no employees, other than the directors.
2019
£'000
(652)
121
20
36
51
10
2018
£'000
(645)
195
25
80
70
10
The following tables set out and analyse the remuneration of directors for the years ended 31 December 2019
and 2018.
For the year ended 31 December 2019:
Sir Henry Bellingham
John Taylor
Dennis Edmonds
Simon Farrell
Scott Richardson Brown
Nicholas Trew (1)
Fees
£'000
-
-
5
-
-
-
5
Total
emoluments
£'000
25
28
18
16
12
22
121
Contribution
to Pension
schemes
£'000
-
-
-
-
-
-
-
Share
Based
Payments
£'000
-
4
-
-
16
-
20
Total
remuneration
£'000
25
32
18
16
28
22
141
Salary
£'000
25
28
13
16
12
22
116
For the year ended 31 December 2018:
Henry Bellingham
Simon Farrell
Scott Richardson Brown
Nicholas Trew
Robert Easby
Total
emoluments
£'000
30
9
9
105
38
Contribution
to Pension
schemes
£'000
-
-
-
4
-
Share
Based
Payments
£'000
5
10
10
-
-
Total
remuneration
£'000
35
19
19
109
38
191
4
25
220
Fees
£'000
-
-
-
-
-
-
Salary
£'000
30
9
9
105
38
191
(1) Relates to a final termination benefit paid to Nicholas Trew.
Page 20
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2019
6.
EMPLOYEES AND DIRECTORS (continued)
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.
During the year there has been changes in the Board of director’s as follows:
John Taylor
Dennis Edmonds
Simon Farrell
Scott Richardson Brown
Appointed on 3 July 2019
Appointed on 2 August 2019
Resigned on 23 July 2019
Resigned on 3 July 2019
7.
NET FINANCE INCOME
Finance income:
Deposit account interest
8.
INCOME TAX
2019
£'000
2018
£'000
-
-
Analysis of tax expense
No liability to UK corporation tax arose for the year ended 31 December 2019 nor for the year ended
31 December 2018. No deferred tax asset has been recorded on tax losses carried forward.
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
Loss multiplied by the standard rate of corporation tax in the UK of 19%
(2017 - 19%)
Effects of:
Non-deductible expenses
Income not chargeable to tax
Unrelieved tax losses carried forward
Tax expense
9.
LOSS OF PARENT COMPANY
2019
£'000
(652)
2018
£'000
(645)
(124)
(123)
4
-
120
-
5
-
118
-
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 -£652,047
(2018 - £645,240).
Page 21
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2019
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.
As at 31 December 2019:
Basic
Loss attributable to the ordinary share holders
Diluted
Loss attributable to the ordinary share holders
As at 31 December 2018:
Basic
Loss attributable to the ordinary share holders
Diluted
Loss attributable to the ordinary share holders
Loss, £'000
Weighted average
number of shares
Per-share amount,
pence
(652)
298,560,091
(0.22)p
(652)
298,560,091
(0.22)p
Loss, £'000
Weighted average
number of shares
Per-share amount,
pence
(645)
250,218,268
(0.26)p
(645)
250,218,268
(0.26)p
11.
PROPERTY, PLANT AND EQUIPMENT
Cost
At 1 January 2019
At 31 December 2019
Depreciation
At 1 January 2019
Charge for the year
At 31 December 2019
Net book value
At 31 December 2019
At 31 December 2018
Group
Plant and machinery
£'000
Parent Company
Plant and machinery
£'000
2
2
-2
0
-2
0
0
2
2
-2
0
-2
0
0
Page 22
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2019
12.
INVESTMENTS
Parent Company
COST
At 1 January 2019
and 31 December 2019
PROVISIONS
At 1 January 2019
and 31 December 2019
NET BOOK VALUE
At 31 December 2019
At 31 December 2018
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
Sociedade Geral de Mineracao de Moçambique SARL
Registered office: Mozambique
Nature of business: Dormant
%
holding
100.00
%
holding
100.00
%
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.
Page 23
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2019
13.
TRADE AND OTHER RECEIVABLES
Current:
Other debtors
VAT
Prepayments and accrued income
14.
CASH AND CASH EQUIVALENTS
Group
2019
£'000
2018
£'000
Parent Company
2019
£'000
2018
£'000
165
109
4 4
53
79
222
192
222
165
4
53
222
222
109
4
79
192
Group
2019
£'000
2018
£'000
Parent Company
2019
£'000
2018
£'000
Bank accounts
158
52
158
52
15.
SHARE CAPITAL
a) Called up, allotted, issued and fully paid Ordinary shares of 0.1p each
As at 31 December 2018
Issue of equity on 10 April 2019
Issue of equity on 3 June 2019
Issue of equity on 5 June 2019
Issue of equity on 6 June 2019
Issue of equity on 7 June 2019
Issue of equity on 12 June 2019
Issue of equity on 3 July 2019
Issue of equity on 9 July 2019
Issue of equity on 16 July 2019
No. Ordinary shares
272,930,288
No. Deferred shares Nominal value, £
18,458,053
183,688,116
17,500,000
4,000,000
10,703,018
4,706,807
2,781,700
404,057
5,341,069
309,491
8,940
17,500
4,000
10,703
4,707
2,782
404
5,341
309
9
As at 31 December 2019
318,685,370
183,688,116
18,503,808
On 10 April 2019, the company issued 10,000,000 ordinary shares at a price of 2p per share with a value of
£200,000 for cash consideration and 7,500,000 ordinary shares at a price of 2p per share with a value of £150,000
to directors in settlement of fees (see note 18 for further information).
On 3 June 2019, the company issued 4,000,000 ordinary shares pursuant to the exercise of a warrant at 1.50p.
On 5 June 2019, the company issued 4,909,091 ordinary shares at a price of 2.75p with a value of £135,000 for
cash consideration and 5,793,927 ordinary shares at a price of 2.75p with a value of £159,333 to directors in
settlement of fees (see note 18 for further information).
On 6 June 2019, the company issued 4,706,807 ordinary shares pursuant to the exercise of a warrant at 1.50p.
Page 24
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2019
15.
SHARE CAPITAL (continued)
On 7 June 2019, the company issued 929,848 ordinary shares pursuant to the exercise of a warrant at 1.50p and
1,851,852 ordinary shares pursuant to the exercise of a warrant at 1.75p.
On 12 June2019, the company issued 404,507 ordinary shares pursuant to the exercise of a warrant at 1.50p.
On 3 July 2019, the company issued 3,413,797 ordinary shares pursuant to the exercise of a warrant at 1.50p and
727,272 ordinary shares to various consultants and professional advisors in settlement of fees. Another
1,200,000 ordinary shares were issued at a price of 1.5p with a value of £18,000 to directors in settlement of fees
(see note 18 for further information).
On 9 July 2019, the company issued 309,491 ordinary shares pursuant to the exercise of a warrant at 1.50p.
On 16 July 2019, the company issued 8,940 ordinary shares pursuant to the exercise of a warrant at 1.50p.
b) Share options & warrants in issue
Exercise Price
3p
1.5p
1.75p
1.75p
2.50p
3.50p
2.75p
Expiry Date
15 November 2021
17 May 2021
20 September 2023
21 October 2021
9 April 2022
3 June 2022
4 June 2022
Number
6,875,000
11,227,060
20,000,000
9,259,259
7,500,000
10,703,018
7,500,000
16.
TRADE AND OTHER PAYABLES
Current:
Trade creditors
Social security and other taxes
Other creditors
Accruals and deferred income
Group
2019
£'000
34
196
43
13
286
2018
£'000
29
-
401
10
440
Parent Company
2019
£'000
2018
£'000
34
196
43
13
286
29
-
401
10
440
Page 25
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2019
17.
CONTINGENT LIABILITIES
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.
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
or fees
deferred
1 January
2019
£'000
139
57
53
9
9
9
Pension
contr.
deferred
1 January
2019
£'000
38
-
-
-
-
-
NS Trew
H Bellingham
R P Easby
S Farrell
B Sergant
S Richardson Brown
Total
276
38
Salary
or fees
deferred
during
the year
£'000
22
22
16
9
12
81
Pension
contr.
deferred
during
the year
£'000
-
-
-
-
-
-
Settlements
during the
year
£'000
(199)
(58)
(53)
(25)
(18)
-
Salary
or fees
deferred
31 December
2019
£'000
-
21
-
-
-
21
Pension contr.
deferred
31 December
2019
£'000
-
-
-
-
-
-
-
(353)
42
-
During the year deferred salary and pension was settled by issuing 13,293,927 ordinary shares to the value of
£309,333 and 1,200,00 ordinary shares to the value of £18,000. £25,000 was settled in cash.
A submission has been made to HMRC disclosing the estimated PAYE on deferred fees settled during the period.
An amount totalling £139,000 relating to estimated PAYE payable included at note 16 to the accounts with a
corresponding receivable included in note 13. The Company expects to recoup the PAYE payable from prior
directors as agreed.
Details of directors' remuneration are given in note 6 above.
Page 26
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2019
19.
SHARE BASED PAYMENTS
The Company granted the following share options to directors in 2019:
Director
S Richardson Brown*
J Taylor**
Number of
shares the
subject of
options or
warrants
Exercise price
per share
Latest exercise date
7,500,000
7,500,000
15,000,000
2.50p 9 April 2022
2.75p 3 July 2022
The Company used the Black-Scholes model to determine the value of the options and the inputs were as
follows:
*Issued 10/04/19
**Issued 03/07/19
Share price at grant (pence)
Fair Value price at grant (pence) Expected volatility (%)
Expected life (years)
Risk free rate (%)
Expected dividends (pence)
2.25p
18.98%
3 years
1%
-
2.20p
27.71%
3 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 £20,170 expense in relation to options
(2018: £24,478) and £nil finance charges in relation to warrants (2018: nil).
20. NON-CASH TRANSACTIONS
Adjustment for non-cash transactions relates to ordinary shares issued to a value of £922,000 of which £20,000
was to settle creditors fees, £32,000 to settle current year salary and fees to directors and £295,000 to settle
deferred salary and fees to directors.
21.
EVENTS AFTER THE REPORTING PERIOD
On 3 April 2020, the Company announced it had 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
was 1 June 2020, 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.
Page 27
PATHFINDER MINERALS PLC
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2019
21.
EVENTS AFTER THE REPORTING PERIOD (continued)
● 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. 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.
On 11 May 2020, the Company announced it had raised gross proceeds of £250,000 via a placing and
subscription for 25,000,000 new ordinary shares of 0.1p each in the Company at a price of 1p per share, which
represents a premium of approximately 8 percent to the closing mid-market share price on 7 May 2020.
On 27 May 2020, the Company announced it had been notified that the Mozambique Supreme Court has
rejected the Company's application to recognise a judgment by the English High Court (the "English Judgment")
which gave certain declarations to the effect that Pathfinder's subsidiary, IM Minerals Limited, validly acquired
its shareholding in Companhia Mineira de Naburi S.A.R.L., which previously held Mining Concession 4623C. This
outcome has no bearing on the English Judgment, which remains in force.
On 29 May 2020, the Company announced that 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 then current share price. As a result the
price of the Fundraise, which consisted of a placing of 35,384,615 Ordinary Shares (the "Placing") and a
subscription for 3,076,923 Ordinary Shares, from 1 pence per Ordinary Share (as announced on 11 May 2020)
was varied to 0.65 pence per Ordinary Share, following discussion with its broker, Novum Securities Limited
("Novum").
Page 28