ROME RESOURCES PLC — Annual Report 2020

Jun 7, 2021

National Storage Mechanism | Additional information

RNS Number : 9478A

Pathfinder Minerals Plc

07 June 2021

7 June 2021

Pathfinder Minerals Plc

("Pathfinder" the "Company")

Final Results for the Year Ended 31 December 2020

Pathfinder reports its audited financial results for the year ended 31 December 2020. The full annual report including all notes to the accounts has been posted to shareholders and is available on the Company's website at www.pathfinderminerals.com.

Dennis Edmonds, Chairman, commented:

"With a new Chief Executive Officer appointed during 2020 and fundraises during the first half of 2021, Pathfinder is in the strongest position it has been in for several years to recover value through a substantial claim against the government of Mozambique under the Mozambique-United Kingdom Bilateral Investment Treaty. With estimated losses in connection with the diversion of its Licence, including lost profits, exceeding US$621 million, a legal opinion from Counsel in the Company's favour, and the means to progress a claim to the point of securing third-party litigation funding, the opportunity for Pathfinder is clear. Pathfinder has also broadened its horizon to actively consider exploring additional opportunities in advance of, in parallel with, or subsequent to, a resolution of the expropriation."

Enquiries:

Pathfinder Minerals Plc

Peter Taylor, Chief Executive Officer

Tel. +44 (0)20 3143 6748

Strand Hanson Limited (Nominated & Financial Adviser and Broker)

James Spinney / Ritchie Balmer / Rob Patrick

Tel. +44 (0)20 7409 3494

Vigo Consulting (Public Relations)

Ben Simons / Kate Kilgallen

Tel. +44 (0)20 7390 0234

Email. [email protected]

Novum Securities Limited (Corporate Broker)

Colin Rowbury / Jon Belliss

Tel. +44 (0)20 7399 9400

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").

CHAIRMAN'S STATEMENT

INTRODUCTION

The Board continues to pursue a resolution to the dispute over Mining Concession 4623C (the "Licence") which was expropriated from the Company in 2011 through a transfer which the Company believes was unlawful. During 2020, the Board's focus transitioned from the negotiation of a commercial settlement with Pathfinder's former local partner (a beneficiary of the Licence transfer) to positioning the Company to bring a substantial claim against the government of Mozambique, under the Mozambique-United Kingdom Bilateral Investment Treaty (2004) (the "Treaty"), for its role in facilitating the transfer.

Simultaneously with progressing its claim against the Government of Mozambique, the Board is also actively investigating new opportunities in the mining sector.

STRATEGY

Negotiations continued in the early part of 2020 towards a commercial settlement with General Jacinto Veloso, a 50 per cent. shareholder in Pathfinder Moçambique to which the Licence was transferred in 2011, and an entity which has nothing to do with the Pathfinder Minerals group. Pathfinder has also since validated evidence that the remaining 50 percent shareholding in the Licence-holding entity had been transferred to Sociedade Hong Kong Nonferrous Metal Mining Company Limitada.

Despite considerable efforts to engage all parties in commercial settlement negotiations, after the Mozambique Supreme Court ruled in May 2020 that it would not recognise an English High Court Judgment in Pathfinder's favour, the Board concluded that the prospects of a commercial settlement had materially diminished and that the Company should seek recourse against the government of Mozambique. Pathfinder asserts that the government of Mozambique acted improperly in allowing the Licences to be expropriated from the Company through a transfer which had no legal validity.

The strategic decision to prepare for a possible Treaty claim was compounded by the discovery in December 2020 that the titleholder of the Licence as specified on the Mozambique Mining Cadastre Portal had changed to TZM Resources S.A. It appears that the government of Mozambique not only failed to limit the risk of a disposal of the Licence but positively facilitated it, thereby increasing Pathfinder's exposure to losses.

In the event that Pathfinder refers the matter to the International Centre for Settlement of Investment Disputes ("ICSID") under the Treaty, the ICSID tribunal would have the power to order the return of the Licence to Pathfinder's control or to order payment of damages by the Government of Mozambique to compensate Pathfinder for its loss. Pathfinder estimates its losses in connection with the diversion of the Licence, including lost profits, to be more than US$621.3 million.

The Board received in December 2020 an updated legal opinion from Samuel Wordsworth QC of Essex Court Chambers on the prospects of successfully establishing liability against the government of Mozambique. The legal opinion is consistent with the Board's expectation 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 per cent. prospect of establishing liability on the part of the government of Mozambique. The Board has commenced discussions with prospective litigation funders for cost-effective funding of a claim. The Company has also held discussions with established heavy mineral operators regarding development of the licences in the event of their successful return to Pathfinder.

Due to the recent progress made on the claim, the Board is now also actively exploring other opportunities within the mining sector. Through its own contacts and those of its investors, the Board is exposed to a number of potential projects, and is now actively investigating these with a view to moving one or more of them forward, subject to shareholder and regulatory approvals as required.

MANAGEMENT CHANGES

On 3 July 2020, Peter Taylor was appointed as Chief Executive Officer, enabling me to step into the role of Chairman, as a result of Lord Bellingham resignation as Chairman at the same time. Peter has over thirty years' experience in leading strategic operations in Africa, Southeast Asia and Europe combined with transactional expertise in the mining and exploration sector.

Further changes to the composition of the Board occurred after year-end, on 17 March 2021, with the resignation of John Taylor as Non-Executive Director and the appointment of Jonathan Summers as a further Independent Non-Executive Director. Jonathan brings over 25 years of international business experience to the Board including as a former Managing Director at Goldman Sachs. On 25 May 2021, Mark Gasson was appointed as Independent Non-Executive Director. Mark is an accomplished geologist with 35 years' experience in gold and base metals exploration and development across Africa and South America.

NEW FUNDS FOR WORKING CAPITAL

During 2020, the Company completed two new financings. The first was a convertible loan note for £175,000 (announced on 3 April 2020) ("CLN") and which was fully converted during 2020; the second, was an equity fundraising to issue 38,461,538 new shares for gross proceeds of £250,000 (announced on 28 May 2020), which completed on 3 June 2020.

After the year-end, a further £720k before expenses was raised through the private placing of an aggregate of 130,000,000 new shares between February and May 2021, as announced on 19 February 2021 and 4 May 2021.

FINANCIAL RESULTS AND CURRENT FINANCIAL POSITION

The financial statements of the Pathfinder Group for the year ended 31 December 2020 follow later in this report. The Income Statement shows a loss of £668k (2019 restated: £874k). The Group's Statement of Financial Position shows total assets at 31 December 2020 of £224k (31 December 2019 restated: £261k). The assets were held largely in the form of cash deposits of £191k (as at 31 December 2020). The cash position has since strengthened during 2021 following the issue of shares, resulting in the raising of a further £720k before expenses.

In November 2020, Pathfinder appointed Hausfeld, an international law firm, to identify and source an asset recovery specialist with a view to potentially monetising the outstanding costs awards which exist against the Company's former local partners in Mozambique following English court proceedings. Any monetisation of these costs awards would result in a further strengthening of the Company's cash position.

The accounts for the year ended 31 December 2020 include a restatement for 2019 to reflect an increase to share-based expenses of £279k. This increase is in accordance with the required accounting treatment for share options and warrants, and does not impact the Company's cash flow. In addition, the Company has increased the level of prudence in respect of the Company's legacy PAYE liability by including an additional provision of £119k.

OUTLOOK

With a new Chief Executive Officer appointed during 2020 and fundraises during the first half of 2021, Pathfinder is in the strongest position it has been in for several years to recover value through a substantial claim against the government of Mozambique under the Treaty. With estimated losses in connection with the diversion of the Licence, including lost profits, exceeding US$621 million, a legal opinion from Counsel in the Company's favour, and the means to progress a claim to the point of securing third-party litigation funding, Pathfinder's opportunity becomes quite compelling. Pathfinder has also now gone from being a company solely focussed on one asset to one which is actively exploring additional opportunities.

Dennis Edmonds

Chairman

3 June 2021

FINANCIAL STATEMENTS

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2020

	Year ended 31 December 2020	Year ended 31 December 2019 As Restated
	£'000	£'000
CONTINUING OPERATIONS
Revenue	-	-
Administrative expenses	(668)	(874)
OPERATING LOSS	(668)	(874)
LOSS BEFORE INCOME TAX	(668)	(874)
Income tax	-	-
LOSS FOR THE YEAR	(668)	(874)
Total comprehensive loss for the year attributable to equity holders of the parent	(668)	(874)
Loss per share from continuing operations in pence per share:
Basic and diluted	(0.19)	(0.29)

Consolidated Statement of Financial Position for the Year Ended 31 December 2020

	Year ended 31 December 2020	Year ended 31 December 2019 As Restated	As at 1 January 2019 As Restated
	£'000	£'000	£'000
NON-CURRENT ASSETS
Investments	-	-	-
CURRENT ASSETS
Trade and other receivables	33	103	192
Cash and cash equivalents	191	158	52
TOTAL ASSETS	224	261	244
EQUITY AND LIABILITIES
Capital and reserves attributable to equity holders of the Company:
Share capital	18,584	18,504	18,458
Share premium	13,685	13,307	12,431
Other reserves	437	324	202
Accumulated deficit	(32,831)	(32,163)	(31,289)
TOTAL EQUITY	(125)	(28)	(198)
CURRENT LIABILITIES
Trade and other payables	349	289	442
TOTAL LIABILITIES	349	289	442
TOTAL EQUITY AND LIABILITIES	224	261	244

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2020

	Called up share capital	Share premium	Share based payment reserve	Warrant reserve	Accumulated deficit	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000
Restated as at 31 December 2017 and 1 January 2018	18,416	11,997	8	-	(30,474)	(53)
Loss for the year					(815)	(815)
Total comprehensive loss for the year (as restated)					(815)	(815)
Issue of share capital	42	434				476
Restatement of share based payments			122	72		194
Restated as at 31 December 2018 and 1 January 2019	18,458	12,431	130	72	(31,289)	(198)
Balance at 1 January 2019	18,458	12,431	130	72	(31,289)	(198)
Loss for the year (as restated)					(874)	(874)
Total comprehensive loss for the year (as restated )					(874)	(874)
Issue of share capital	46	876				922
Restatement of share based payments			58	64		122
Balance at 31 December 2019 as restated	18,504	13,307	188	136	(32,163)	(28)
Loss for the year					(668)	(668)
Total comprehensive loss for the year					(668)	(668)
Issue of share capital	80	395				475
Cost of share issue		(17)				(17)
Share based payments			(4)	117		113
Balance at 31 December 2020	18,584	13,685	184	253	(32,831)	(125)

Consolidated Statement of Cash Flows for the Year Ended 31 December 2020

	Year ended 31 December 2020	Year ended 31 December 2019 As restated
	£'000	£'000
Cash flows from operating activities
Operating loss	(668)	(874)
Adjustments for:
Share-based payments	113	122
Services settled in shares	50	52
Foreign exchange movement	-	3
Net cash flow from operating activities before changes in working capital	(505)	(697)
Changes in working capital:
Decrease in trade and other receivables	70	90
Increase in trade and other payables	60	139
Net cash flow used in operating activities	(375)	(468)
Cash flow from financing activities
Proceeds arising as a result of the issue of ordinary shares	430	574
Costs related to issue of ordinary share capital	(17)	-
Interest paid	(5)	-
Net cash flow from financing activities	408	574
Net increase in cash and cash equivalents in the year	33	106
Cash and cash equivalents at beginning of the year	158	52
Cash and cash equivalents at end of the year	191	158

The financial statements were approved for issue by the Board of Directors on 3 June 2021 and were signed on its behalf by:

Dennis Edmonds

Director

EXTRACTS FROM THE NOTES TO THE ACCOUNTS

NOTE 1. ACCOUNTING POLICIES

Going concern

The directors maintain cash flow forecasts looking ahead for periods not less than 12 months. As at the date of approval of the financial statements, the cash flow forecast indicated that the Company has sufficient cash resources for at least the next 12 months. The cash flow forecast could be impacted by any significant changes to the Company's planned activities, and this could have a material impact on whether the Company remains a going concern. Although the Company has been successful in securing the support of legal representatives in order that it can pursue its claim against the government of Mozambique, there is no guarantee that additional fees will not be incurred, which have not yet been forecast.

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.

After the balance sheet date, the Company raised £720k, in aggregate, before expenses, via new share issues.

NOTE 9. TRADE AND OTHER RECEIVABLES

	Group			Parent Company
	2020	2019 As restated		2020	2019 As restated
	£'000	£'000		£'000	£'000
Other debtors	8	46		8	46
VAT	13	4		13	4
Prepayments and accrued income	12	53		12	53
	33	103		33	103

The Group and Company has restated 'other debtors' for 2019, reducing the amount stated, by £120k.

NOTE 12. TRADE AND OTHER PAYABLES

	Group			Parent Company
	2020	2019 As restated		2020	2019 As restated
	£'000	£'000		£'000	£'000
Trade creditors	58	33		58	33
Social security and other taxes	227	196		227	196
Other creditors	47	47		47	47
Accruals and deferred income	17	13		17	13
	349	289		349	289

NOTE 17. EVENTS AFTER THE REPORTING PERIOD

On 19 February 2021, the Company announced it had entered into an agreement to conditionally raise £300k before expenses by way of a placing of 60,000,000 new Ordinary Shares of 0.10p ("Ordinary Shares") each at a price of 0.50p per share (the "Placing Shares"). This transaction triggered the repricing of 12,833,334 warrants from 0.6p per share to 0.5p per share; these warrants are exercisable until 11 May 2022.

On 1 April 2021, commission of £11k of the proceeds from the issue of the Placing Shares was settled with Align Research Ltd through the issuance of 2,294,336 Ordinary Shares at a price of 0.50p per share.

On 17 March 2021, options over 6,000,000 Ordinary Shares were granted to Mr J. Summers (a director of the Company), exercisable within 2 years at a price of 0.55p per share.

On 1 April 2021, options over 6,000,000 Ordinary Shares were granted to Mr J. Summers, exercisable within two years of the date of grant at a price of 1.25p per share.

On 4 May 2021, the Company announced it had entered into an agreement to raise £420,000 before expenses by way of a placing of 70,000,000 new Ordinary Shares of 0.10p each at a price of 0.60p per share (the "Placing Shares").

On 8 May 2021, warrants over 11,227,110 Ordinary shares of 0.10p each expired unexercised.

NOTE 18. PRIOR YEAR ADJUSTMENTS

The impact of the 2019 prior year restatement in respect of the legacy PAYE balances to be agreed with HMRC, and recognition of the share-based payment charges are as follows:

	2019 as previously reported £'000	Restatement £'000	2019 as restated £'000
Administrative expenses	(652)	(222)	(874)
Operating loss	(652)	(222)	(874)
Loss for the year	(652)	(222)	(874)
Loss per share (basic and diluted)	(0.22p)	(0.07p)	(0.29)
Trade and other receivables	222	(119)	103
Total assets	380	(119)	261
Other reserves	45	279	324
Accumulated deficit	(31,762)	(401)	(32,163)
Total equity	94	(122)	(28)
Trade and other payables	286	3	289
Total equity and liabilities	380	(119)	261

The impact of the restatement for the years prior to 2019 is reflected as at 1 January 2019, as follows:

	1 January 2019 (as previously reported) £'000	Restatement (£'000)	1 January 2019 as restated (£'000)
Other reserves(1)	25	177	202
Accumulated deficit	(31,110)	(179)	(31,289)

(1) comprising share based payments reserve and share based warrants reserve.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

FR DKQBPOBKDDAK