PATHFINDER MINERALS PLC
ANNUAL REPORT AND
CONSOLIDATED FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 DECEMBER 2021
Pathfinder Minerals plc
Registered in England & Wales
Registered company no. 02578942
Registered office address: 35 Berkeley Square, London, W1J 5BF
Contents of the Annual Report and Consolidated Financial Statements
for the Year Ended 31 December 2021
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
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
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Company Information
for the Year Ended 31 December 2021
DIRECTORS:
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
D Edmonds
J Taylor (resigned 17 March 2021)
P Taylor
J Summers (appointed 17 March 2021)
M Gasson (appointed 25 May 2021)
SECRETARY:
D Taylor
REGISTERED OFFICE:
35 Berkeley Square
London W1J 5BF
United Kingdom
REGISTERED NUMBER:
02578942 (England and Wales)
INDEPENDENT AUDITOR:
SOLICITORS:
NOMINATED & FINANCIAL ADVISER
AND BROKER:
REGISTRARS:
BANKERS:
PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
London E14 4HD
Hill Dickinson LLP
The Broadgate Tower
20 Primrose Street
London
EC2A 2EW
Strand Hanson Limited
26 Mount Row
London
W1K 3SQ
Link Asset Services
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Royal Bank of Scotland
1 Dale Street
Liverpool
L2 2PP
Page 1
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Chairman’s Statement
for the Year Ended 31 December 2021
Introduction and principal activities
Activities undertaken during 2021 were largely focused around preparing the Company to bring a claim against the
Government of Mozambique, under the Mozambique-United Kingdom Bilateral Investment Treaty (2004) (the "Treaty"),
for its role in facilitating the expropriation of Mining Concession 4623C (the “Licence”) from the Company in 2011 through
a transfer which the Board believes was unlawful.
Alongside this, the Board has been reviewing additional commercial opportunities across several minerals and geographies
which, if pursued, could be run in parallel with the potential claim and offer shareholders multiple avenues for potential
value creation.
Preparations to bring or monetise a claim
Since the receipt in December 2020 of a legal opinion that, subject to the interpretation of the facts and applicable laws as
they are currently known to the Board and Counsel, there is a 55-60 percent prospect of establishing liability on the part of
the Government of Mozambique in a BIT claim under Article 2(2) and 2(3) of the Treaty, the Board has set about
undertaking the various workstreams to prepare to bring a claim. This has included the development of a detailed budget
and timeline for claimant costs, the identification of the Company's litigation team, and independent professional analysis
of valuations for differing successful outcomes at a tribunal.
As part of the Company’s preparatory procedures, the Board commissioned, during 2021, Versant Partners LLC (“Versant”)
to undertake an analysis of the valuation of Pathfinder’s potential claim. Whilst the detail behind the valuation remains
legally privileged, the Versant analysis assesses a range of successful scenarios with valuation ranges from a minimum of
US$110m for an ex-ante damages award through to US$1,500m for an ex-post damages award. The Versant valuation
supports the US$621.3m of estimated losses, detailed in the Company’s 12 April 2021 announcement, that has been
notified to the Government of Mozambique. Whilst the Company is confident in its position, shareholders should be aware
that there is no guarantee that this, or any, amount will be recovered, should the Company refer the matter to the
International Centre for the Settlement of Investment Disputes (“ICSID”) tribunal.
The claim is also being further developed to include asset tracing reports and enforcement strategies. This includes the
Republic of Mozambique’s foreign and domestic assets, which may include, inter alia, exported hydrocarbons such as those
produced from the Rovuma LNG project.
Having undertaken these workstreams, the Board is in discussions regarding strategic options with institutional litigation
funders and other parties, which now range from conventional litigation funding arrangements, whereby the legal costs of
the claim would be borne by the funder on a contingency basis, through to a full acquisition of the claim via a disposal,
subject to regulatory and shareholder approvals as needed, of the Company’s wholly owned subsidiary, IM Minerals Limited
(“IMM”), enabling Pathfinder to return, well-funded, to its core objectives of exploration and mining.
Given the potential value of the claim, and favourable prospect of success attributed by legal counsel (as announced by the
Company on 16 December 2020), the Board believes an acquisition of IMM would be attractive to third parties. Such parties
could range from litigation funders who would pursue the claim themselves, the current Licence-holder, TZM Resources SA
(“TZM”), as a means of protecting its ownership of the Licence which the Board believes TZM could lose in the event of a
successful claim, and other mining companies who may have a potential interest in the Licence.
On 24 June 2021, the Board held a virtual meeting with the Chair of TZM and representatives from the British High
Commission in Mozambique, the UK Department for International Trade, and the National Mining Institute of the
Mozambique Ministry of Mineral Resources and Energy, at which it was made clear that, absent an alternative solution,
TZM could lose the benefit of its investment in the Licence. However, despite the inclusion of TZM in efforts to seek
alternative solutions, no offer has been put forward to Pathfinder by TZM. It appears TZM is proceeding with project
development, leaving the Government of Mozambique exposed to a potential claim.
Accordingly, Pathfinder notified the Minister of Mineral Resources and Energy of Mozambique in April 2022 of the
Mozambique Government’s failure to resolve the dispute and of the steps Pathfinder is taking in preparation for the claim.
Page 2
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Company strategy
The Board believes there is an opportunity for Pathfinder to pursue other opportunities within the minerals sector in
parallel with the potential claim, offering shareholders multiple avenues for potential value creation. The Board continues
to review projects across several minerals and geographics, including battery metals.
To this end, the Company has registered another wholly owned subsidiary alongside IMM, under the name of Pathfinder
Battery Commodities Ltd (“Pathfinder Battery Commodities”).
Pathfinder Battery Commodities seeks to complement Pathfinder’s original heavy mineral sands focus (through IMM) by
developing projects which will supply battery metals to the rapidly growing renewable energy, electric vehicle, and other
green-technology sectors. At current rates of extraction, there will be a significant global supply deficit of these metals over
the coming decades. We are already seeing increased demand from battery manufacturers seeking to secure supplies of
key metals such as nickel, lithium, and cobalt, and without new sources being explored and developed to fill the supply
gap, progress towards carbon net zero may be significantly delayed.
In light of this, the Company believes the inclusion of battery metals represents a considerable opportunity for the business,
enabling access to the renewable energy, electric vehicle, and other green-technology sectors. Metals and transactions
(subject to regulatory and shareholder approval, as appropriate) under consideration include lithium, graphite, nickel,
chromium and cobalt in jurisdictions including Zimbabwe, Madagascar and Malawi.
The Company’s portfolio may be further developed to other metals and jurisdictions covered by the directors’ technical,
financial, and legal skillset.
New funds for working capital
During the year, the Company raised £720k before expenses through the private placement of an aggregate of 130,000,000
new shares, as announced on 19 February 2021 and 4 May 2021, to provide the Company with additional working capital.
Financial results and current financial position
The audited financial statements of the Pathfinder Group for the year ended 31 December 2021 follow later in this report.
The Income Statement for the period ended 31 December 2021 reflects a loss of £395k (period ended 31 December 2020
as restated: £668k). The Group's Statement of Financial Position shows total assets at 31 December 2021 of £377k (31
December 2020 as restated: £224k); the assets were held largely in the form of cash deposits of £365k (31 December 2020
as restated: £191k).
Board changes
On 17 March 2021, Jonathan Summers was appointed as an independent Non-Executive Director.
Mr Summers brings over 25 years of international business experience. He is a former Managing Director at Goldman Sachs,
mainly in Europe, having spent 15 years at the firm from 1996 to 2011. He was Founding Partner and Head of Business
Development for Everett Capital Advisors, a US$700 million London-based investment fund, and Founding Principal and
Head of Business Development for Myriad Asset Management, a US$5 billion Hong Kong-based multi-strategy asset
management firm.
Concurrent with Mr Summers’ appointment, John Taylor stepped down as a Non-Executive Director. The Board is grateful
to Mr Taylor for his contribution, both as Chief Executive Officer and latterly as Non-Executive Director.
On 25 May 2021, Mark Gasson was appointed as an independent Non-Executive Director.
Mr Gasson is an accomplished geologist with 35 years of experience in gold and base metals exploration and development
across Africa and South America. He has served as both a director, and as Exploration Manager, of numerous mining
companies and has direct experience in assessing mineral sands projects. His extensive technical experience will strengthen
Pathfinder’s ability to identify and progress other potential minerals projects to run alongside the potential Treaty claim.
Page 3
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Outlook
Having done the considerable groundwork to prepare to launch a claim against the government of Mozambique, we are
now able to consider options to pursue or monetise the claim.
Given the areas now referred to as the Licence were independently assessed in 2010 to have a market value of between
US$107.6m and US$179.3m - prior to the Moebase portion of the Licence being upgraded to Mining Concession status -
we believe the current Licence-holder, TZM, has a significant vested interest in protecting its investment in the Licence.
The window of opportunity for TZM to act is closing as the Company may dispose of IMM to a third party whose sole
objective is to pursue the valuable claim under the Treaty.
Whether the Company pursues a claim itself or disposes of IMM, the Board intends to pursue other opportunities within
the battery metals sector which are under detailed review.
Dennis Edmonds
Chair
6 June 2022
Page 4
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Directors and strategic report
for the Year Ended 31 December 2021
Overview
The Directors present their report with the financial statements of the Company and the Group for the year ended 31
December 2021. An overview of the Group’s principal activities, and business review (including financial results and future
outlook) is presented in the Chairman's Statement.
The Company’s aim is to create value for shareholders through the reinstatement of its mineral licences in Mozambique,
to recover the value of high court cost awards, and will be considering other opportunities which may be pursued in parallel.
Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole
The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its
members as a whole, as required by s172 of the Companies Act 2006. The requirements of s172 are for the Directors to:
Consider the likely consequences of any decision in the long term,
•
• Act fairly between the members of the Company,
• Maintain a reputation for high standards of business conduct,
•
•
•
Consider the interests of the Company’s employees,
Foster the Company’s relationships with suppliers, customers and others, and
Consider the impact of the Company’s operations on the community and the environment.
The Board’s work in pursuit of the strategy, including a review of the business and its future developments, are described
in the Chairman’s Statement.
Without regular income, the Company dependent upon fundraising for its continued operation. The pre-revenue nature of
the business is important to the understanding of the Company by its members, employees and suppliers, and the Directors
are as transparent about the cash position and funding requirements as is allowed and appropriate under AIM Rules for
Companies.
The application of the s172 requirements can be demonstrated in relation to the some of the key decisions made during
2021:
•
•
Furtherance of legal claim against the government of Mozambique
Strengthening of the Board with the appointments of Mark Gasson and Jonathan Summers as Independent Non-
Executive Directors
• Developing prospective future business activities for the Company
•
Fundraising activities
The Board takes seriously its ethical responsibilities to the communities and environment in which it works and we abide
by the local and relevant UK laws on anti-corruption & bribery. The Company’s Anti-Corruption and Bribery Policy was
updated, and the revised policy was adopted during 2021.
At such time as the Company is able to recommence geological and mining exploration activities, local communities will be
engaged in the geological & support functions required for field operations, providing much-needed employment and wider
economic benefits to the local communities. In addition, we will seek to follow international best practice in respect of the
environmental aspects of our work, acknowledging the importance of the social licence to operate from the communities
with which we interact.
The interests of our employees are a primary consideration for the Board. Personal development opportunities are
supported, and a health and security support network will be set in place to assist with any issues that may arise on field
expeditions.
Key performance indicators (KPIs)
The Board routinely monitors the following KPIs:
•
•
Cash balance available for working capital
Cash flow forecasts, including variance from budgets
Page 5
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
The Company’s cash balance as at 31 December 2021 was £365k (2020: £191k).
Dividends
The directors do not recommend the payment of a dividend (2020: £nil).
Events since the end of the year
Information relating to events since the end of the year is given in note [16] to the financial statements.
Directors
The directors who held office at any time during the year ended 31 December 2021 are as follows:
Jonathan Taylor (resigned 17 March 2021)
Dennis Edmonds
Peter Taylor
Mark Gasson (appointed 25 May 2021)
Jonathan Summers (appointed 17 March 2021)
The Company has agreed to indemnify its directors against claims against them by reason of the fact that they are or were
a director of the Company, and the Company has in place a directors and officers insurance policy.
The Board of Directors is responsible for overseeing the long-term success and strategic direction of the Company in
accordance with the schedule of matters reserved for board decision and it responsible for monitoring the activities of the
executive management.
Directors’ interests in shares
As at 31 December 2021, the interests of the directors beneficial interests in the shares of Pathfinder Minerals plc
(including the beneficial interests of their immediate family) were as follows:
D. Edmonds
P. Taylor
M.R. Gasson (appointed 25 May 2021)
J. W. Summers (appointed 17 March 2021)
No. shares held at
31 December 2021
-
14,350,000
-
-
No. shares held at
31 December 2020
-
9,200,000
n/a
n/a
Details of directors’ remuneration is disclosed in Note 4.
Details of directors’ interests in share options and warrants is given in Note 15.
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.
Significant shareholders
As at 30 May 2022, the Company had been notified that the following shareholders were beneficially interested in 3%
or more of the Company's ordinary share capital.
Page 6
Shareholder name
Align Research Ltd and related parties (R. S. & C. A. Jennings)
Mr Nicholas Trew (former Director)
Klaus Eckhof
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Number of 0.1p
Ordinary shares at date
of notification
60,724,175
17,139,814
16,000,000
Shareholding
percentage at date
of notification
11.43%
3.72%
3.01%
Principal risks and uncertainties
Liquidity risk
The Company’s principal risk is a liquidity risk. The Group has no revenue at the present time and is therefore
dependent upon the availability of additional equity finance, which is described in further detail in note 1 to the
financial statements under the going concern section of the accounting principles. The availability of additional
funding could be influenced by a wide range of factors and risks, which include the political risk associated with
investing in Mozambique.
Liquidity risk is inherent in the strategy and business model of early-stage mineral exploration companies, and also in
the furtherance of the Group’s efforts to seek remediation over the loss of the mineral assets in Mozambique.
Dependence on key personnel
The Group and Company is dependent upon its executive management team. Whilst it has entered into contractual
agreements with the aim of securing the services of these personnel, the retention of their services cannot be
guaranteed. The development and success of the Group depends on its ability to recruit and retain high quality and
experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as
the Group grows could have an adverse effect on future business and financial conditions.
In light of the Group’s liquidity risk, the Group operates with minimal personnel, and this is therefore within the
Group’s risk appetite.
Litigation risk
The Company may also carry a litigation risk insofar as, in the event it is unsuccessful in resolving its dispute with the
Mozambique government in respect of the unlawful transfer of the Group’s mining concessions, it intends to seek
recourse to the bilateral investment treaty between Mozambique and Great Britain & Northern Ireland. The Company
intends to seek financing partners to mitigate the direct cash cost of taking this action. Although the Company has
been advised by a well-respected QC that it is more likely than not, to succeed in its bi-lateral investment treaty claim,
there is no guarantee of success.
Transaction risk
The Group’s strategy includes seeking opportunities to acquire other mineral projects. Any such transactions would
carry an element of risk with the need to expend resources in identifying opportunities and carrying out due diligence
thereon. Such activities therefore increase the pressure on the Group’s cash reserves and are therefore monitored
closely and conservatively.
Internal controls and risk management
The directors are responsible for the Group’ system of internal financial control. Although no system of internal
financial control can provide absolute assurance against material misstatement or loss, the Group’s system is
designed to provide reasonable assurance that problems are identified promptly and dealt with appropriately.
In carrying out their responsibilities, the directors have put in place a framework of controls to ensure as far as
possible that ongoing financial performance is monitored in a timely manner, that corrective action is taken and that
risk is identified as early as practicable. The directors keep under constant review, the effectiveness of the internal
financial controls, with a strong focus on monitoring the cash position and future cash flows of the business.
Page 7
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Disclosure in the strategic report
Strategic matters relating to the Company throughout the reporting period, including the main trends and factors likely
to affect the future development, performance and position of the business, 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 UK-adopted International Accounting Standards in
conformity with the requirements of the Companies Act 2006. 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 UK-adopted International Accounting Standards;
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 ensuring the annual report and the financial statements are made available on a website.
Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions.
The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility
also extends to the ongoing integrity of the financial statements contained therein.
Website publication
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.
Going concern
The Board has assessed the prospects of the Group over a period of 12 months from the date of approval of these financial
statements, involving a review of the Group’s forecast prepared up to 31 March 2023 and taking account of the Board’s
intentions for future activities after that date. As explained further in note 1 to the financial statements, the Board , taking
account of the Group’s current position and principal risks, acknowledges the existence of material uncertainty which may
cast significant doubt about the Group’s and the Company’s ability to continue as a going concern. However, taking into
consideration the Group's merits and the Board’s track record in raising additional funding, the Board, has a reasonable
expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the next 12
months. The Board considers this period of assessment to be appropriate because it contextualises the Company’s
financial position, business model and strategy.
The Board’s assessment of the going concern statement is further described in note 1 to the accounts.
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.
Page 8
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Auditors
The auditors, PKF Littlejohn LLP, will be proposed for reappointment at the forthcoming Annual General Meeting.
Corporate Governance Statement
As an AIM-quoted company, Pathfinder Minerals plc (“Pathfinder” or the “Company”) is required to apply a recognised
corporate governance code, and to demonstrate how the Group complies with such corporate governance code and
where it departs from it.
The Board of Pathfinder believes that a sound corporate governance policy is an essential ingredient to the Company’s
success. 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 QCA Code has ten principles divided into three overarching headings:
• Deliver growth
• Maintain a dynamic management framework
• Build trust
The Board recognises the principles of the QCA Code are best suited to smaller quoted companies such as Pathfinder, but
also acknowledges that Pathfinder is operating in a unique set of circumstances resulting from the dispute, as first
announced on 25 November 2011, over the ownership of its mining licences in Mozambique.
Deliver Growth
Establish a strategy and business model which promote long-term value for shareholders
In November 2009, the Company issued a circular setting out an Investing Policy to be approved by its shareholders.
Pathfinder’s proposed strategy was to acquire mainly significant minority interests in both listed and unlisted companies
and/or assets which the Directors believe represented opportunities to create shareholder value, specifically within the
natural resource sectors, with a focus on Central Asia and Sub-Saharan Africa. The focus would be on metals and mature
resource situations with both established resources and the ability to increase these through additional exploration and
bring them into production.
In pursuit of this strategy, the Company acquired mineral sands projects in Mozambique which it sought to explore and
exploit. The mining licences became subject to an ownership dispute as first announced on 25 November 2011.
The Board is pursuing the lawful return of the mining licences. Contemporaneously, the Board seeks to identify
opportunities aligned with the interests of the Company’s shareholders and with the Company’s purpose, to deliver
additional long-term value.
Seek to understand and meet shareholder needs and expectations
The directors, led by the Chair, seek regular engagement with major shareholders and investors in order to understand
their views on governance and performance against the strategy.
Take into account wider stakeholder and social responsibilities
The continuing support of the Company’s major shareholders and commitment of the directors and employees is essential
to the success of the Company. The directors periodically review the Company’s key resources and relationships.
The Company is subject to the rules of AIM. Maintaining a positive relationship with the Company’s Nominated Advisor is
an important feature of the Company’s shares being traded on AIM.
At the present time, the Company does not have any customers and has negligible involvement with any communities,
however the Board is aware of the importance of these relationships and will review its obligations from time to time.
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Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Embed effective risk management, considering both opportunities and threats throughout the organisation
The Company has no operations. Its principal risks therefore pertain to the Board’s ability to continue to raise funds to
finance the pursuit of its strategy, dependence on key personnel, and litigation risk in respect of its dispute with the
government of Mozambique. The Company’s principal risks are further outlined in the Annual Report and Accounts.
Maintain a dynamic management framework
Maintain the board as a well-functioning, balanced team led by the Chair
The Board currently comprises executive director Peter Taylor who is the Chief Executive Officer, two independent non-
executive directors (Jonathan Summers and Mark Gasson), and is led by Dennis Edmonds, non-executive Chair, who was
appointed as an independent non-executive director in August 2019. In May 2020, John Taylor (the Company’s CEO at that
time) stepped down to take a non-executive role and Dennis Edmonds acted as CEO for approximately 8 weeks until the
appointment of Peter Taylor, was finalised in July 2020. This brief period of holding executive office technically means that
Dennis Edmonds is not automatically deemed to have been independent upon appointment, however the directors
consider the circumstances and short duration of his acting as CEO are such that his independence would not have been
impaired.
The Board makes share options available to non-executive directors in order to be able to attract and retain directors of
the calibre necessary for the Company to succeed whilst minimising any cash costs that would otherwise be incurred. The
award of share options to directors is not considered to result in their independence being impaired; on the contrary, it is
believed that modest and measured awards will provide a cost-effective mechanism to align directors’ interests with
shareholders’.
All directors are expected to devote such amount of time as is necessary for the proper performance of their duties. In the
case of the non-executive directors, this is expected to spend a minimum of 5 days per month on work for the Company,
including time spent at board meetings and in attending any general meetings.
The Company’s directors frequently meet informally and, during 2021, met when required to formally approve matters.
Dennis Edmonds
Peter Taylor
Jonathan Summers (appointed 17 March 2021)
Mark Gasson (appointed 25 May 2021)
John Taylor (resigned 17 March 2021)
Board meetings
11/11
11/11
6/7
4/4
4/4
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
Details of the current Directors, their roles and backgrounds are set out on the Company’s website at
www.pathfinderminerals.com.
At the present time, the Board considers itself to have a good blend of skills in the remits of corporate law, finance and
mining.
The directors maintain all relevant professional development consistent with their professional qualifications, areas of
responsibility and expertise. During most of 2021, any training and CPD was carried out online. Training and CPD may also
be delivered through attending seminars and specific training courses, and reading relevant materials. Upon joining the
Board, each director receives an induction as to the AIM Rules from the Company’s Nominated Advisor.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Chair evaluates the board’s performance regularly as well as that of its committees and of the individual directors by
way of continuous review, incorporating any feedback from the Company’s key stakeholders. Any findings arising are
shared with the Board and the directors. Until such time as the board is significantly larger, and the business of the Company
more complex, it is considered that this method of carrying out board performance evaluation is satisfactory.
Page 10
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Promote a corporate culture that is based on ethical values and behaviours
The Board of Pathfinder Minerals has a policy of promoting the long-term success of the Company by conducting business
with integrity. This means ensuring the appropriate disclosure of inside information and striving to prevent leaks or
rumours; honesty in the full disclosure of any potential conflicts of interest; carrying out appropriate due diligence with
counterparties; and upholding the Company’s anti-bribery and corruption policy.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board seeks to ensure that the Group is managed for the long-term benefit of all shareholders and other stakeholders
with effective and efficient decision-making. Corporate governance is an important part of that job, reducing risk and
adding value to the Group. The Board will continue to monitor the governance framework of the Group as it grows.
The role of the Chairman is to provide leadership of the Board and ensure its effectiveness on all aspects of its remit. In
addition, the Chairman is responsible for the implementation and practice of sound corporate governance. The Chairman is
considered independent and has adequate separation from the day-to-day running of the Group.
The role of the Chief Executive Officer is the day-to-day running of the Group’s operations and implementation of Group
strategy as determined by the Board. In addition, the Chief Executive Officer is responsible for overseeing the management
of the Group.
The Board is supported by a company secretary who is responsible for ensuring the smooth day-to-day running of the
Company, the Board, and any of its committees.
The composition of the Board does not reflect the directors’ recognition of the benefits of diversity in gender, background,
disabilities and beliefs; these benefits will be borne in mind when considering future appointments.
Build trust
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other
relevant stakeholders
The Board is committed to healthy dialogue with its stakeholders and it strives to maintain open, clear and transparent
communication with shareholders, ensuring that its strategy, future business model and ultimately performance are clearly
understood.
The Company communicates with shareholders through the Annual Report, full-year and half-year announcements, the
Annual General Meeting and one-to-one meetings with large existing or potential new shareholders.
Any significant developments are announced via through a regulatory information service, published on the Company’s
website, and shareholders or other investors who have signed up for an alert service, receive electronic notifications of any
new announcements.
The Board has established two committees, the Audit Committee, and the Nomination & Remuneration Committee. The
terms of reference of these committees were last updated in May 2021.
The Audit Committee is chaired by Jonathan Summers and includes Mark Gasson and Dennis Edmonds. Jonathan Summers
is considered by the Board to have recent and relevant financial experience.
The role of the Audit Committee is to consider and approve the interim results, and with the auditors to consider the annual
report and matters raised by the auditors based on their audit. Insofar as is practicable, recommendations by the auditors
are implemented immediately. The Audit Committee met formally once during 2021, in addition to passing resolutions in
writing in accordance with the Articles of Association of the Company.
The Nomination & Remuneration Committee is chaired by Jonathan Summers and includes Dennis Edmonds. The
Nomination & Remuneration Committee meets on an ad hoc basis, when required. Fees payable to the Non-executive
Directors are determined by the Executive Director. The Nomination & Remuneration Committee carried out its business
during the year by the passing of written resolutions as required, and in accordance with the Articles of Association of the
Company, but did not formally meet during 2021.
Page 11
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Pathfinder believes that a successful development of any mining project is best achieved through maintaining close working
relationships with all stakeholders; this includes government agencies and local communities. Part of this is to ensure
careful attention is paid to ensure that all exploration activity is performed in an environmentally responsible manner and
abides by all relevant mining and environmental acts.
The AGM is a forum for shareholders to engage in dialogue with the Board. The results of the AGM are published via a
regulatory information service announcement and on the Company’s website. Regular progress reports are also made via
RIS announcements and are available on the Group’s website, which contains all announcements and financial reports.
Pathfinder’s management intends to maintain a close dialogue with local communities and its workforce. Where issues are
raised, the Board will take the matters seriously and, where appropriate, steps will be taken to ensure that these are
integrated into the Company’s strategy.
Both the engagement with local communities and the performance of all activities in an environmentally and socially
responsible way will be closely monitored by the Board to ensure that ethical values and behaviours are recognised.
ON BEHALF OF THE BOARD:
Dennis Edmonds - Director
6 June 2022
Page 12
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Independent auditor’s report 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 2021 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Parent Company Statement of Financial Position, the Consolidated and Parent Company Statements of
Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and notes to the financial statements,
including significant accounting policies. The financial reporting framework that has been applied in their preparation is
applicable law and UK-adopted international accounting standards and as regards the parent company financial
statements, as applied in accordance with the provisions of the Companies Act 2006.
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 2021 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards.
the parent company financial statements have been properly prepared in accordance with UK-adopted
international accounting standards and as applied in accordance with the provisions of the Companies Act 2006;
and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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 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.
Material uncertainty related to going concern
We draw attention to note 1 in the financial statements, which indicates that additional cash resources are expected to be
required towards the end of 2022 for the group to continue as going concern. As stated in note 1, these events or conditions
indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the company’s
ability to continue to adopt the going concern basis of accounting included
• A review of the Directors’ going concern assessment and verification of management estimates to supporting
documentation;
• A review of the budgets/cash flow forecasts including the basis for the underlying assumptions, and sensitivity to
possible changes;
• An assessment, where applicable, of the amount of additional funding required compared to the likelihood of
•
success, the nature of the source(s) and historic experience;
Evaluating the efficacy and feasibility of management's plans for future actions in relation to its going concern
assessment;
• A consideration of actual results for the year to past budgets to assess the forecasting ability/accuracy of
management;
Checking the disclosures in the financial statements, including those relating to judgements and uncertainties.
•
Page 13
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for
materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. The materiality
applied to the group financial statements was set at £19,400 (2020: £19,500), with performance materiality set at £13,580
(2020: £13,650).
Materiality has been calculated as 5% of the benchmark of loss for the year, which we have determined, in our professional
judgement, to be the principal benchmark within the financial statements relevant to members of the group in assessing
financial performance. A benchmark of 70% performance materiality was applied during our audit of the group and parent
company as we believed this would give sufficient coverage of significant and residual risks within the financial statements.
The materiality applied to the parent company financial statements was £19,399 (2020: £19,499). The performance
materiality was £13,579 (2020: £13,649). For each component in the scope of our group audit, we allocated a materiality
that was less than our overall group materiality. We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above £970 at group level and £969 at company level.
We applied the concept of materiality both in planning and performing the audit, and in evaluating the effect of
misstatement.
Our approach to the audit
As part of designing our audit, we determined materiality and assessed the risk of material misstatement in the Financial
Statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors and
considered future events that are inherently uncertain such as Share-Based Payments. We also addressed the risk of
management override of internal controls, including among other matters consideration of whether there was evidence of
bias that represented a risk of material misstatement due to fraud.
Our audit scope focused on the principal area of operation, being the United Kingdom. Although the company’s direct
subsidiary, IM Minerals Limited holds 99.9% of the issued share capital of Companhia Mineira de Naburi SARL, which in
turn holds 99.8% of the issued share capital of Sociedade Geral de Mineracao de Moçambique SARL, events indicated that
the company does not control either of these Moçambique-domiciled companies group companies; neither has it been
possible to obtain the statutory registers or audited accounts for them; accordingly, these financial statements consolidate
the financial statements of IM Minerals Limited only.
The audit was overseen and concluded in London where we acted as group auditor, there were no component auditors.
Key audit matters
Except for the matter described in the Material uncertainty related to going concern section, we have determined that
there are no other key audit matters to communicate in our report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and
our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the group and parent company 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the
Page 14
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
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 strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have 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 the parent company and their environment obtained in
the course of the audit, we have not identified material misstatements in the strategic report or the directors’ 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 group and parent company 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 group and parent company financial statements, the directors are responsible for assessing the group and
the parent company’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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The
extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding of the group and parent company and the sector in which they operate to identify
laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management, industry research, application
of cumulative audit knowledge and experience of the sector.
Page 15
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
• We determined the principal laws and regulations relevant to the group and parent company in this regard to be
those arising from AIM Rules and the Companies Act 2006.
• We designed our audit procedures to ensure the audit team considered whether there were any indications of
non-compliance by the group, parent company and its subsidiaries with those laws and regulations. These
procedures included, but were not limited to:
o Enquiries of management
o Review of minutes
o Review of RNS announcements
o Review of legal and professional expenditure
• We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in
addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, the
potential for management bias was identified in relation to the going concern of the group and parent company
and as noted above, we addressed this by challenging the assumptions and judgements made by management
when auditing that significant accounting estimate.
• We addressed the risk of fraud arising from management override of controls by performing audit procedures
which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of
bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal
course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as
we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities
occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or
misrepresentation.
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.
Timothy Herbert (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
6 June 2022
15 Westferry Circus
Canary Wharf
London E14 4HD
Page 16
Consolidated Statement of Comprehensive Income
for the Year Ended 31 December 2021
CONTINUING OPERATIONS
Revenue
Administrative expenses
OPERATING LOSS
LOSS BEFORE INCOME TAX
Income tax
LOSS FOR THE YEAR
Total comprehensive loss for the year attributable to equity holders
of the parent
Loss per share from continuing operations in pence per share:
Basic and diluted
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Note
Year ended
31 December 2021
£’000
As restated
Year ended
31 December 2020
£’000
3, 4
5
7
-
(367)
(367)
(367)
(367)
(367)
-
(709)
(709)
(709)
-
(709)
(709)
(0.07)
(0.20)
The notes on pages 24 to 36 form part of these financial statements
Page 17
Consolidated Statement of Financial Position
for the Year Ended 31 December 2021
NON-CURRENT ASSETS
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
Share based payment reserve
Warrant reserve
Accumulated deficit
TOTAL EQUITY
CURRENT LIABILITIES
Trade and other payables
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Note
Year ended
31 December 2021
£’000
As restated
Year ended
31 December 2020
£’000
8
9
10
11
12
-
19
365
384
18,716
14,234
199
255
(33,169)
235
149
149
384
-
33
191
224
18,584
13,685
184
253
(32,831)
(125)
349
349
224
The financial statements were approved for issue by the Board of Directors on 6 June 2022 and were signed on its behalf
by:
Dennis Edmonds
Director
The notes on pages 24 to 36 form part of these financial statements
Page 18
Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2021
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Called up
share
capital
£’000
18,458
-
Share
premium
£’000
12,431
-
Share
based
payment
reserve
£’000
130
-
Warrant
reserve
£’000
72
-
Accumulated
deficit
£’000
(31,289)
(874)
-
-
(874)
Total
equity
£’000
(198)
(874)
(874)
922
Balance at 1 January 2019
Loss for the year (as restated)
Total comprehensive loss for the
year (as restated)
Issue of share capital
Restatement of share-based
payments (as restated)
Balance at 31 December 2019 as
restated
Loss for the year
Total comprehensive loss for the
year
Issue of share capital
Cost of share issue
Share based payments
Balance at 31 December 2020
Balance at 1 January 2021 as
previously stated
Prior year adjustment (see note 19)
Balance at 1 January 2021 as
restated
Loss for the year
Total comprehensive loss for the
year
Issue of share capital
Cost of share issue
Share based payments
Balance at 31 December 2021
-
46
-
-
876
-
18,504
-
13,307
-
-
80
-
-
18,584
-
395
(17)
-
13,685
18,584
-
13,685
-
18,584
-
13,685
-
-
132
-
-
18,716
-
599
(41)
(9)
14,234
58
188
-
-
-
-
(4)
184
184
-
184
-
-
-
-
15
199
64
136
-
-
-
-
117
253
253
-
253
-
-
-
-
2
255
-
122
(32,163)
(668)
(668)
-
-
-
(32,831)
(32,831)
-
(32,831)
(367)
(367)
-
-
29
(33,169)
(28)
(668)
(668)
475
(17)
113
(125)
(125)
-
(125)
(367)
(367)
731
(41)
37
235
The notes on pages 24 to 36 form part of these financial statements
Page 19
Consolidated Statement of Cash Flows
for the Year Ended 31 December 2021
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Note
Year ended
31 December 2021
£’000
As restated
Year ended
31 December 2020
£’000
15
9
12
Cash flows from operating activities
Loss before tax
Adjustments for:
Share-based payments
Services settled in shares
PAYE/NI provision written back
Net cash flow from operating activities before changes in
working capital
Changes in working capital:
Decrease in trade and other receivables
(Decrease)/increase in trade and other payables
Net cash flow used in operating 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
Details of material non-cash transactions are shown in note 16.
(367)
35
-
(140)
(472)
15
(61)
(518)
720
(28)
-
692
174
191
365
(709)
154
50
-
(505)
70
60
(375)
430
(17)
(5)
408
33
158
191
The notes on pages 24 to 36 form part of these financial statements
Page 20
Company Statement of Financial Position
for the Year Ended 31 December 2021
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Note
Year ended
31 December 2021
£’000
As restated
Year ended
31 December 2020
£’000
NON-CURRENT ASSETS
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
Share based payment reserve
Warrant reserve
Accumulated deficit
TOTAL EQUITY
CURRENT LIABILITIES
Trade and other payables
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
8
9
10
11
12
-
19
365
384
18,716
14,234
199
255
(33,169)
235
149
149
384
-
33
191
224
18,584
13,685
184
253
(32,831)
(125)
349
349
224
The Company has taken exemptions allowed under section 408 of the Companies Act 2006 and has not presented its own
profit and loss account in these financial statements. The loss after tax of the parent Company for the year was £367k
(2020: As restated £709k).
The financial statements were approved and authorised for issue by the Board of Directors on 6 June 2022 and were signed
on its behalf by:
Dennis Edmonds
Director
The notes on pages 24 to 36 form part of these financial statements
Page 21
Company Statement of Changes in Equity
for the Year Ended 31 December 2021
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Called up
share
capital
£’000
18,458
-
Share
premium
£’000
12,431
-
Share
based
payment
reserve
£’000
130
-
Warrant
reserve
£’000
72
-
Accumulated
deficit
£’000
(31,289)
(874)
-
-
(874)
Total
equity
£’000
(198)
(874)
(874)
922
Balance at 1 January 2019
Loss for the year (as restated)
Total comprehensive loss for the
year (as restated)
Issue of share capital
Restatement of share-based
payments (as restated)
Balance at 31 December 2019 as
restated
Loss for the year
Total comprehensive loss for the
year (as restated)
Issue of share capital
Cost of share issue
Share based payments
Balance at 31 December 2020
Balance at 1 January 2021 as
previously stated
Prior year adjustment (see note 19)
Balance at 1 January 2021 as
restated
Loss for the year
Total comprehensive loss for the
year
Issue of share capital
Cost of share issue
Share based payments
Balance at 31 December 2021
-
46
-
-
876
-
18,504
-
13,307
-
-
80
-
-
18,584
-
395
(17)
-
13,685
18,584
-
13,685
-
18,584
-
13,685
-
-
132
-
-
18,716
-
599
(41)
(9)
14,234
58
188
-
-
-
-
(4)
184
184
-
184
-
-
-
-
15
199
64
136
-
-
-
-
117
253
253
-
253
-
-
-
-
2
255
-
122
(32,163)
(668)
(668)
-
-
-
(32,831)
(32,831)
-
(32,831)
(367)
(367)
-
-
29
(33,169)
(28)
(668)
(668)
475
(17)
113
(125)
(125)
-
(125)
(367)
(367)
731
(41)
37
235
The notes on pages 24 to 36 form part of these financial statements
Page 22
Company Statement of Cash Flows
for the Year Ended 31 December 2021
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Note
Year ended
31 December 2021
£’000
As restated
Year ended
31 December 2020
£’000
Cash flows from operating activities
Loss before tax
Adjustments for:
Share-based payments
Services settled in shares
PAYE/NI provision written back
Net cash flow from operating activities before changes in
working capital
Changes in working capital:
Decrease in trade and other receivables
(Decrease)/increase in trade and other payables
Net cash flow used in operating 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
15
9
12
Details of material non-cash transactions are shown in note 16.
(367)
35
-
(140)
(472)
15
(61)
(518)
720
(28)
-
692
174
191
365
(709)
154
50
-
(505)
70
60
(375)
430
(17)
(5)
408
33
158
191
The notes on pages 24 to 36 form part of these financial statements
Page 23
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2021
1.
ACCOUNTING POLICIES
General information
Pathfinder Minerals Plc is a public limited company, quoted on AIM and is incorporated, registered and domiciled
in England.
The Company’s registered office is 35 Berkeley Square, London, England, W1J 5BF.
Basis of preparation
These financial statements have been prepared in accordance with UK-adopted International Accounting
Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IASs)
and with those parts of the Companies Act 2006 applicable to companies reporting under IASs. The financial
statements have been prepared under the historical cost convention. The functional and presentational currency
of the Company is Pound Sterling.
New standards, amendments and interpretations adopted by the Company
At the date of authorisation of these financial statements, the following standards and interpretations relevant
to the Company and which have not been applied in these financial statements, were in issue but were not yet
effective.
Standard
Reference to the Conceptual Framework (Amendments to
Combinations)
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS
16)
Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37 Provisions,
Contingent Liabilities and Contingent Assets)
Annual improvements 2018-2020 cycle
Classification of Liabilities as Current or Non-Current: Amendments to IAS 1
IFRS 3 Business
Effective date, annual period
beginning on or after
1 January 2022
1 January 2022
1 January 2022
1 January 2022
1 January 2023
The adoption of these standards is not expected to have any material impact on the financial statements of the
Company.
Page 24
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Notes to the Consolidated Financial Statements (continued)
for the Year Ended 31 December 2021
1.
ACCOUNTING POLICIES (continued)
Going concern
The Directors maintain cash flow forecasts looking ahead for periods not less than 12 months. As at the reporting
date, the Company’s cash balance was £365k (2020: £191k). The directors believe that the Group’s bilateral
investment treaty claim makes Pathfinder an attractive proposition for investors and are confident that funding
will continue to be secured.
As at the date of approval of the financial statements, the cash flow forecast indicates that additional cash
resources will be required in the second half of 2022. These conditions indicate the existence of a material
uncertainty which may cast significant doubt about the Group’s and the Company’s ability to continue as a going
concern. The Board and the Company have a successful track record in having raised finance in the past, but no
assurance can be given that any additional funding will be available should it become required, or if such funding
was available, that it would be offered on reasonable terms.
The Company has, in the past, been successful in securing the support of legal representatives in order that it can
pursue its claim against the government of Mozambique; there is, however, no guarantee that additional fees
will not be incurred, which have not yet been forecast.
Notwithstanding the above, the directors consider the Group and the Company to be a going concern and
therefore have prepared these financial statements on a going concern basis.
Basis of consolidation
Although the Company’s direct subsidiary, IM Minerals Limited holds 99.9% of the issued share capital of
Companhia Mineira de Naburi SARL, which in turn holds 99.8% 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
Moçambique-domiciled companies group companies; neither has it been possible to obtain the statutory
registers or 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
registered in England & Wales.
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 considered in arriving at the operating result.
Employee benefit costs
The Group makes available a defined contribution pension scheme to eligible employees. Any contributions paid
to the Group’s pension scheme are charged to the income statement in the period to which they relate.
Equity instruments and reserves description
An equity instrument is any contract that evidences a residual interest in the assets of the Company after
deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received
net of direct issue costs.
Ordinary shares are classified as equity.
Deferred shares are classified as equity but have restricted rights such that they have no economic value.
Share capital account represents the nominal value of the ordinary and deferred shares issued.
The share premium account represents premiums received on the initial issuing of the share capital. Any
transaction costs associated with the issuing of shares are deducted from share premium, net of any related
income tax benefits.
Page 25
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Notes to the Consolidated Financial Statements (continued)
for the Year Ended 31 December 2021
1.
ACCOUNTING POLICIES (continued)
Equity instruments and reserves description (continued)
Share based payment reserve represents equity-settled share-based employee remuneration until such share
options are exercised.
Warrant reserve represents equity-settled share-based payments until such share warrants are exercised
Share-based payments
Where equity settled share options or warrants are awarded, the fair value of the options at the date of grant is
charged to the statement of comprehensive income over the vesting period. Non-market vesting conditions are
considered by adjusting the number of equity instruments expected to vest at each balance sheet date so that,
ultimately, the cumulative amount recognised over the vesting period is based on the number of options that
eventually vest.
Financial instruments
Trade and other receivables
Trade receivables are measured at initial recognition at fair value and are subsequently measured at amortised
cost using the effective interest rate method. Trade and other receivables are accounted for at original invoice
amount less any provisions for doubtful debts. Provisions are made where there is evidence of a risk of non-
payment, considering the age of the debt, historical experience and general economic conditions. If a trade debt
is determined to be uncollectable, it is written off, firstly against any provisions already held and then to the
statement of comprehensive income. Subsequent recoveries of amounts previously provided for are credited to
the statement of comprehensive income.
Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss in accordance with
the expected credit loss model under IFRS 9. For trade and other receivables which do not contain a significant
financing component, the Company applies the simplified approach. This approach requires the allowance for
expected credit losses to be recognised at an amount equal to lifetime expected credit losses. For other debt
financial assets, the Company applies the general approach to providing for expected credit losses as prescribed
by IFRS 9, which permits for the recognition of an allowance for the estimated expected loss resulting from
default in the subsequent 12-month period. Exposure to credit loss is monitored on a continual basis and, where
material, the allowance for expected credit losses is adjusted to reflect the risk of default during the lifetime of
the financial asset should a significant change in credit risk be identified.
The majority of the Company's financial assets are expected to have a low risk of default. A review of the historical
occurrence of credit losses indicates that credit losses are insignificant due to the size of the Company's clients
and the nature of its activities. The outlook for the natural resources industry is not expected to result in a
significant change in the Company's exposure to credit losses. As lifetime expected credit losses are not expected
to be significant the Company has opted not to adopt the practical expedient available under IFRS 9 to utilise a
provision matrix for the recognition of lifetime expected credit losses on trade receivables. Allowances are
calculated on a case-by-case basis based on the credit risk applicable to individual counterparties.
Trade and other payables
Trade and other payables are held at amortised cost which equates to nominal value.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions and liquid
investments generally with maturities of 3 months or less. They are readily convertible into known amounts of
cash and have an insignificant risk of changes in values.
Page 26
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Notes to the Consolidated Financial Statements (continued)
for the Year Ended 31 December 2021
1.
ACCOUNTING POLICIES (continued)
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the period. Taxable profit differs from the net profit as
reported in the income statement because it excludes items of income or expense that are taxable or deductible
in other periods and it further excludes items that are never taxable or deductible. The Company’s liability for
current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet
date.
Provisions
Provisions are recognised when the Company has a present obligation as a result of a past event, it is probable
that the Company will be required to settle that obligation and a reliable estimate can be made of the amount
of the obligation. The amount recognised as a provision is the best estimate of the consideration required to
settle the present obligation at the balance sheet date, taking into account the risks and uncertainties
surrounding the obligation.
Critical accounting estimates and judgements
The preparation of financial information in accordance with generally accepted accounting practice, in the case
of the Group using IFRSs, 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.
Valuation of share-based payments to employees
The Company estimates the expected value of share-based payments to employees and this is charged through
the income statement over the vesting period. The fair value is estimated using the Black Scholes valuation model
which requires a number of assumptions to be made such as level of share vesting, time of exercise, expected
length of service and employee turnover and share price volatility. This method of estimating the value of share-
based payments is intended to ensure that the actual value transferred to employees is provided for by the time
such payments are made.
SEGMENTAL REPORTING
The Group has one activity only. The whole of the value of the Group's and the Company's net assets in their
respective financial statements at 31 December 2021 and 2020 was attributable to UK assets and liabilities.
OPERATING LOSS
Group and Company
2.
3.
Loss from operations has been arrived at after charging:
Directors’ Remuneration
Share based payment charge
Legal Fees
Nomad Fees
Fees payable to the Company’s auditor for the audit of the Group and
Company’s financial statements
Page 27
2021
£’000
As restated
2020
£’000
102
36
38
83
27
154
37
63
60
17
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Notes to the Consolidated Financial Statements (continued)
for the Year Ended 31 December 2021
4.
EMPLOYEES AND DIRECTORS
The average number of persons employed by the Company in the financial year (including directors that receive
remuneration) was 5 (2020: 3).
The following tables set out and analyse the remuneration of directors for the years ended 31 December 2021
and 2020.
For the year ended 31 December 2021:
John Taylor
Dennis Edmonds
Peter Taylor
Mark Gasson
Jonathan Summers
Total
emoluments
£'000
6
30
51
15
-
102
Fees
£'000
-
-
-
15
-
15
Contribution
to Pension
schemes
£'000
-
-
1
-
-
1
Share
Based
Payments
£'000
-
-
5
8
11
24
Total
remuneration
£'000
6
30
57
23
11
127
Salary
£'000
6
30
51
-
-
87
For the year ended 31 December 2020:
Henry Bellingham
John Taylor
Dennis Edmonds
Peter Taylor
Total
emoluments
£'000
12
37
37
24
110
Fees
£'000
-
-
-
-
-
Contribution
to Pension
schemes
£'000
-
-
-
-
-
Share
Based
Payments
£'000
8
9
19
1
37
Total
remuneration
£'000
20
46
56
25
147
Salary
£'000
12
37
37
24
110
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 ended 31 December 2021, the following changes to the Board of directors were made:
Mark Richard Gasson
Jonathan William Summers Appointed 17 March 2021
John Taylor
Resigned 17 March 2021
Appointed 25 May 2021
5.
INCOME TAX
The charge for the year is made up as follows:
Current tax
Tax charge for the year
2021
£'000
-
-
2020
£'000
-
-
Analysis of tax expense
No liability to UK corporation tax arose for the year ended 31 December 2021 nor for the year ended 31 December
2020. No deferred tax asset has been recorded on tax losses carried forward.
Page 28
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Notes to the Consolidated Financial Statements (continued)
for the Year Ended 31 December 2021
5.
INCOME TAX (continued)
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 on ordinary activities before tax
Loss on ordinary activities multiplied by the standard rate of corporation
tax in the UK of 19% (2020: 19%)
Effects of:
Non-deductible expenses
Income not chargeable to tax
Unrelieved tax losses carried forward
Tax expense
2021
£'000
(367)
(70)
-
-
70
-
As restated
2020
£'000
(709)
(135)
1
-
134
-
6.
7.
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 £367k (2020:
£709k).
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.
In accordance with IAS 33, as the Group is reporting a loss for both this and the preceding year the share options
and warrants are not considered dilutive because the exercise of these would have the effect of reducing the loss
per share.
As at 31 December 2021:
Basic loss attributable to the ordinary shareholders
As restated As at 31 December 2020:
Basic loss attributable to the ordinary shareholders
Loss
£'000
367
Loss
£'000
709
Weighted average
number of shares
494,687,905
Per-share amount,
pence
0.07p
Weighted average
number of shares
349,901,524
Per-share amount,
pence
0.20p
Page 29
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Notes to the Consolidated Financial Statements (continued)
for the Year Ended 31 December 2021
8.
INVESTMENTS
Parent company
COST
At 31 December 2020 and 31 December 2021
PROVISION FOR IMPAIRMENT
At 31 December 2020 and 31 December 2021
NET BOOK VALUE
At 31 December 2020 and 31 December 2021
Shares in group undertakings
£’000
34,806
34,806
-
Subsidiaries
I M Minerals Limited
Registered office:
Nature of business: Holding company
Class of shares:
Holding:
Ordinary
100.00%
35 Berkeley Square, London, W1J 5BF, United Kingdom
Companhia Mineira de Naburi SARL
Registered office: Mozambique
Nature of business: Mining
Nature of business: Non-trading
Class of shares:
Ordinary
Ordinary
99.9%
Sociedade Geral de Mineracao de Moçambique SARL
Registered office: Mozambique
Nature of business: Non-trading
Class of shares:
Ordinary
Ordinary
99.8%
IM Minerals Limited held the shares in Companhia Mineira de Naburi SARL ("CMdN") which held titanium dioxide
mining concessions in the Republic of Mozambique. In November 2011, the original vendors of IM Minerals'
subsidiary, CMdN, advised the Company that they had procured the cancellation of IM Minerals Ltd’s 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 Ltd. As a consequence of the situation regarding the Company’s legal claims, the
Company has been unable to verify the current registered office addresses for the Mozambique-domiciled
companies, CMdN and Sociedade Geral de Mineracao de Moçambique SARL. Furthermore, whilst the Company
believes these companies to be non-trading, the Company has been unable to verify their trading statuses.
Page 30
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Group
Parent Company
2021
£'000
8
4
7
19
2020
£'000
8
13
12
33
2021
£'000
8
4
7
19
2020
£'000
8
13
12
33
Group
2021
£'000
365
2020
£'000
191
Parent Company
2021
£'000
365
2020
£'000
191
Notes to the Consolidated Financial Statements (continued)
for the Year Ended 31 December 2021
9.
TRADE AND OTHER RECEIVABLES
Other debtors
VAT
Prepayments and accrued income
10.
CASH AND CASH EQUIVALENTS
Bank accounts
11.
SHARE CAPITAL
a) Called up, allotted, issued and fully paid share capital
Allotment
price
(£s)
No. Ordinary
shares of
0.1p each
Deferred
shares of
9.9p each
399,033,832 183,688,116
-
38,500,000
-
23,794,336
-
70,000,000
-
-
531,328,168 183,688,116
Total as at 31 December 2020
25 February 2021
30 March 2021
10 May 2021
Share issue costs
Total as at 31 December 2021
Included in share issue costs is £9,000 being the fair value of 3.5m share warrants issued to professional advisors.
0.005
0.005
0.006
-
Share
Premium
£’000
13,685
154
95
350
(50)
14,234
Share
Capital
£’000
18,584
38
24
70
-
18,716
b) Share options & warrants in issue
Share options
Exercise Price
2.75p
2.50p
1.25p
1.25p
1.75p
0.55p
1.25p
1.25p
1.25p
1.25p
Expiry Date
3 July 2021
9 April 2022
11 May 2022
30 August 2022
20 September 2023
16 March 2023
31 March 2023
8 June 2023
22 June 2023
3 October 2023
At 1 January 2021
2,500,000
7,500,000
19,000,000
6,000,000
18,750,000
-
-
-
-
-
53,750,000
Issued/(lapsed)
(2,500,000)
-
-
-
-
6,000,000
6,000,000
6,000,000
3,000,000
5,000,000
23,500,000
At 31 December 2021
-
7,500,000
19,000,000
6,000,000
18,750,000
6,000,000
6,000,000
6,000,000
3,000,000
5,000,000
77,250,000
Page 31
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Notes to the Consolidated Financial Statements (continued)
for the Year Ended 31 December 2021
11.
SHARE CAPITAL (continued)
Share warrants
Exercise Price
1.50p
1.75p
3.50p
0.50p(1)
1.50p
1.25p
0.60p
Expiry Date
8 May 2021
21 October 2021
17 June 2022
11 May 2022
11 May 2022
2 November 2022
29 April 2024
At 1 January 2021
11,227,110
9,259,260
10,703,018
12,833,334
41,846,153
2,500,000
-
88,368,875
(1) On 19 February 2021, in accordance with the terms of the 11 May 2020 warrant instrument, the
warrants subsisting thereunder were repriced from 0.60p to 0.50p each.
At 31 December 2021
-
-
10,703,018
12,833,334
41,846,153
2,500,000
3,500,000
71,382,505
Issued/(lapsed)
(11,227,110)
(9,259,260)
-
-
-
-
3,500,000
(16,986,370)
During the year, the Company issued share options, exercisable for a period of up to 24 months, to directors
to subscribe for 6,000,000 and 17,000,000 ordinary shares at a price of 0.55p and 1.25p per share
respectively.
During the year, the Company issued 3,000,000 share options to an employee, exercisable for a period of
up to two years at an exercise price of 1.25p per share.
On 21 May 2021, the Company issued warrants, exercisable for the period up to 29 April 2024, to
professional advisers to subscribe for 3,500,000 ordinary shares at a price of 0.6p per share.
See also note 17 for further information in connection with changes that took place after 31 December
2021.
12.
TRADE AND OTHER PAYABLES
Trade creditors
Social security and other taxes
Other creditors
Accruals and deferred income
Group
2021
£'000
-
86
42
21
149
2020
£'000
58
227
47
17
349
Parent Company
2021
£'000
-
86
42
21
149
2020
£'000
58
227
47
17
349
13.
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 US$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
US$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.
Page 32
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Notes to the Consolidated Financial Statements (continued)
for the Year Ended 31 December 2021
CONTINGENT LIABILITIES (continued)
In July 2021, the Company engaged Travers Smith LLP to act for the Company in connection with its ongoing work
to secure the return of Mining Licence 4623C (the "Licence"), or compensation in relation thereto. The fees
payable to Travers Smith LLP are payable on a contingent basis subject to a minimum pre-claim amount capped
at £100,000. See note 17 for further information.
14.
15.
RELATED PARTY DISCLOSURES
Details of directors' remuneration are given in note 4 above.
SHARE BASED PAYMENTS
The fair values of the share options and warrants at the date of grant have been measured using the Black Scholes
pricing model, which takes into account factors such as the option life, share price volatility and the risk free rate.
Each share option and warrant vested and was exercisable immediately upon grant. The share-based expense
relating to each share option and share warrant was recognised in full on the date of grant.
Share options
Date of grant
15 November 2016
21 September 2018
10 April 2019
4 July 2019
11 May 2020
31 July 2020
17 March 2021
1 April 2021
9 June 2021
23 June 2021
4 October 2021
Share
price
0.78p
1.45p
1.35p
2.20p
0.93p
0.43p
0.53p
0.53p
0.79p
0.75p
0.73p
Exercise
price
3.00p
1.75p
2.50p
2.75p
1.25p
1.25p
0.55p
1.25p
1.25p
1.25p
1.25p
Risk Free
Rate(1)
0.21%
0.70%
0.71%
0.71%
0.07%
0.06%
0.05%
0.05%
0.05%
0.05%
0.05%
Expected life
of options
5 years
5 years
3 years
2 years
2 years
2 years
2 years
2 years
2 years
2 years
2 years
Expected
yield
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
Expected
volatility(2)
55%
55%
55%
55%
55%
55%
55%
55%
55%
55%
55%
Fair value
per option
£0.00115
£0.00609
£0.00264
£0.00513
£0.00190
£0.00022
£0.00151
£0.00040
£0.00127
£0.00111
£0.00101
(1) Daily sterling overnight index average (SONIA) rate at the date of grant was adopted as the effective risk-free rate.
(2) Expected volatility is based on management’s estimate of the expected volatility
Share warrants
Date of grant
8 May 2018
22 October 2018
4 June 2019
11 May 2020(1)
11 May 2020
2 November 2020
21 May 2021
(1) On 19 February 2021, in accordance with the terms of the relevant warrant instrument, the warrants
Expected life
of warrants
3 years
3 years
3 years
2 years
2 years
2 years
2.9 years
Fair value
per option
£0.00132
£0.00352
£0.00827
£0.00426
£0.00144
£0.00083
£0.00271
Expected
yield
0%
0%
0%
0%
0%
0%
0%
Expected
volatility
55%
55%
55%
55%
55%
55%
55%
Risk Free
Rate
0.45%
0.70%
0.71%
0.07%
0.07%
0.05%
0.05%
Exercise
price
1.50p
1.75p
3.50p
0.60p
1.50p
1.25p
0.6p
Share
price
0.75p
1.28p
2.75p
0.93p
0.93p
0.68p
0.68p
subsisting thereunder were repriced from 0.60p to 0.50p each.
Page 33
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Notes to the Consolidated Financial Statements (continued)
for the Year Ended 31 December 2021
SHARE BASED PAYMENTS (continued)
The directors’ interests in the share options and warrants of the Company as at 31 December 2021 are as follows:
Director
D. Edmonds
P. Taylor
P. Taylor
J. Summers
Number of
options
10,000,000
Number of
warrants
-
Exercise price
per share
1.25p
6,000,000
5,000,000
6,000,000
6,000,000
-
-
-
-
-
1.25p
1.25p
0.55p
1.25p
1.25p
Latest exercise date
11 May 2022
30 August 2022
3 October 2023
16 March 2023
31 March 2023
8 June 2023
M Gasson
6,000,000
The total share-based payment expense in the year for the Company was £27k in relation to options (2020: £37k
as restated) and £8.5k in relation to warrants (2020: £64k).
16.
NON-CASH TRANSACTIONS
Creditors fees
Settlement of broker commissions
2021
£’000
-
11
11
2020
£’000
50
-
50
17.
EVENTS AFTER THE REPORTING PERIOD
In April 2022, the Company and Travers Smith LLP agreed to increase the minimum pre-claim cap to £200,000 in
respect of the ongoing work to secure the return of Mining Licence 4623C, or compensation in relation thereto.
On 6 May 2022, following the receipt of a notice to exercise share warrants, the Company issued 1,166,666
Ordinary shares at an issue price of £0.005 per share
On 6 May 2022, the Company extended the expiry date of certain directors’ share options and share warrants
issued to a related party. The details are as follows:
Director
Date of Grant No. Options
Dennis Edmonds
11/05/2020
10,000,000
Peter Taylor
04/08/2020
6,000,000
Warrant Holder
Date of Grant
Richard Jennings
11/05/2020
No.
Warrants
11,666,668
Richard Jennings
11/05/2020
3,076,923
Exercise
Price
£0.0125
£0.0125
Exercise
Price
£0.005
£0.015
Original Expiry Date New Expiry Date
11/05/2022
30/08/2022
11/05/2023
30/08/2023
Original Expiry Date New Expiry Date
11/05/2022
11/05/2022
11/05/2023
11/05/2023
On 20 May 2022, a new wholly-owned subsidiary was incorporated, Pathfinder Battery Commodities Ltd.
Page 34
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Notes to the Consolidated Financial Statements (continued)
for the Year Ended 31 December 2021
18.
FINANCIAL INSTRUMENTS
The Company’s principal
instruments comprise cash and cash equivalents and other
receivables/payables. The Company’s accounting policies and method adopted, including the criteria for
recognition, the basis on which income and expenses are recognised in respect of each class of financial assets,
financial liability and equity instrument are set out in note 1. The Company does not use financial instruments for
speculative purposes.
financial
The principal financial instruments used by the Company, from which financial instrument risk arises, are as
follows:
Financial assets at amortised cost
Cash and cash equivalents
Prepayments and accrued income
Financial liabilities at amortised cost
Trade payables and accruals
Group
Parent Company
2021
£'000
365
-
2020
2021
£'000 £'000
365
-
191
12
2020
£'000
191
12
149
349
149
349
a) Financial risk management objectives and policies
The Company’s major financial instruments include bank balances and amounts payable to suppliers. The risks
associated with these financial instruments and the policies on how to mitigate these risks are set out below.
The Directors manage and monitor these exposures to ensure appropriate measures are implemented on a
timely and effective manner.
b) Liquidity risk
Liquidity risk arises from the Company’s management of working capital.
The Company regularly reviews its major funding positions to ensure that it has adequate financial resources
in meeting its financial obligations. The Directors have considered the liquidity risk as part of their going
concern assessment (see note 1). Controls over expenditure are carefully managed in order to maintain its
cash reserves whilst it targets a suitable transaction. Financial liabilities are all due within one year.
c) Credit risk
The Company’s credit risk is wholly attributable to its cash balance. The credit risk from its cash and cash
equivalents is limited because the counterparties are banks with high credit ratings and have not experienced
any losses in such accounts.
d)
Interest risk
The Company’s exposure to interest rate risk is the interest received on the cash held, which is immaterial.
e) Capital risk management
The Company’s objectives when managing capital is to safeguard the Company’s ability to continue as a going
concern, in order to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure. The Company has no borrowings. In order to maintain or adjust the capital structure,
the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, or
issue new shares. The Company monitors capital on the basis of the total equity held being £231k as at 31
December 2021.
f)
Fair value of financial assets and liabilities
There are no material differences between the fair value of the Company’s financial assets and liabilities and
their carrying values in the financial information.
Page 35
Pathfinder Minerals plc
Registered England & Wales No. 02578942
Annual report and accounts 2021
Notes to the Consolidated Financial Statements (continued)
for the Year Ended 31 December 2021
19.
PRIOR YEAR ADJUSTMENTS
The prior year adjustment relates to the fair value of share options that lapsed during the year ended 31 December
2020 that were credited to the statement of comprehensive income as previously reported. The correct treatment
should have been to credit them to the accumulated deficit.
The impact of the 2020 prior year restatement in respect of share-based payment charges, are as set out below.
This restatement did not impact the net assets of the Group or the Company:
Administrative expenses
Operating loss
Loss for the year
Loss per share (basic and diluted)
2020 as
previously
reported
£’000
(668)
(668)
(668)
(0.19p)
Restatement
£’000
(41)
(41)
(41)
(0.01p)
2020 as
restated
£’000
(709)
(709)
(709)
(0.20p)
20.
ULTIMATE CONTROLLING PARTY
The directors believe there is no ultimate controlling party.
Page 36