6 June 2022

 

Pathfinder Minerals Plc

("Pathfinder" the "Company")

 

Final Results for the Year Ended 31 December 2021

 

Pathfinder reports its audited financial results for the year ended 31 December 2021. The full annual report, including all notes to the accounts, will today be posted to shareholders, and is available on the Company's website at www.pathfinderminerals.com.

 

Dennis Edmonds, Chairman, commented:

"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."

 

Enquiries:

Pathfinder Minerals Plc

Peter Taylor, Chief Executive Officer

Tel. +44 +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 / Charlie Neish / Kate Kilgallen

Tel. +44 (0)20 7390 0234

Email [email protected]

 

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

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.

 

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.

 

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

 

 

Consolidated Statement of Comprehensive Income

for the Year Ended 31 December 2021

 

	Note	Year ended 31 December 2021	As restated Year ended 31 December 2020
		£'000	£'000
CONTINUING OPERATIONS
Revenue		-	-
Administrative expenses	3, 4	(367)	(709)
OPERATING LOSS		(367)	(709)
LOSS BEFORE INCOME TAX		(367)	(709)
Income tax	5		-
LOSS FOR THE YEAR		(367)	(709)
Total comprehensive loss for the year attributable to equity holders of the parent		(367)	(709)
Loss per share from continuing operations in pence per share:	7
Basic and diluted		(0.07)	(0.20)

 

 

Consolidated Statement of Financial Position

for the Year Ended 31 December 2021

	Note	Year ended 31 December 2021	As restated Year ended 31 December 2020
		£'000	£'000
NON-CURRENT ASSETS
Investments	8	-	-
CURRENT ASSETS
Trade and other receivables	9	19	33
Cash and cash equivalents	10	365	191
TOTAL ASSETS		384	224
EQUITY AND LIABILITIES
Capital and reserves attributable to equity holders of the Company:
Share capital	11	18,716	18,584
Share premium		14,234	13,685
Share based payment reserve		199	184
Warrant reserve		255	253
Accumulated deficit		(33,169)	(32,831)
TOTAL EQUITY		235	(125)
CURRENT LIABILITIES
Trade and other payables	12	149	349
TOTAL LIABILITIES		149	349
TOTAL EQUITY AND LIABILITIES		384	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

 

 

Consolidated Statement of Changes in Equity

 

 

	Called up share capital	Share premium	Share based payment reserve	Warrant reserve	Accumulated deficit	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000
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 (as restated)	-	-	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)
Balance at 1 January 2021 as previously stated	18,584	13,685	184	253	(32,831)	(125)
Prior year adjustment (see note 19)	-	-	-	-	-	-
Balance at 1 January 2021 as restated	18,584	13,685	184	253	(32,831)	(125)
Loss for the year	-	-	-	-	(367)	(367)
Total comprehensive loss for the year	-	-	-	-	(367)	(367)
Issue of share capital	132	599	-	-	-	731
Cost of share issue	-	(41)	-	-	-	(41)
Share based payments	-	(9)	15	2	29	37
Balance at 31 December 2021	18,716	14,234	199	255	(33,169)	235

 

 

Consolidated Statement of Cash Flows

for the Year Ended 31 December 2021

 

	Note	Year ended 31 December 2021	As restated Year ended 31 December 2020
		£'000	£'000
Cash flows from operating activities
Loss before tax		(367)	(709)
Adjustments for:
Share-based payments		35	154
Services settled in shares	15	-	50
PAYE/NI provision written back		(140)	-
Net cash flow from operating activities before changes in working capital		(472)	(505)
Changes in working capital:
Decrease in trade and other receivables	9	15	70
(Decrease)/increase in trade and other payables	12	(61)	60
Net cash flow used in operating activities		(518)	(375)
Cash flow from financing activities
Proceeds arising as a result of the issue of ordinary shares		720	430
Costs related to issue of ordinary share capital		(28)	(17)
Interest paid		-	(5)
Net cash flow from financing activities		692	408
Net increase in cash and cash equivalents in the year		174	33
Cash and cash equivalents at beginning of the year		191	158
Cash and cash equivalents at end of the year		365	191

 

Details of material non-cash transactions are shown in note 16.

 

 

Company Statement of Financial Position

for the Year Ended 31 December 2021

 

	Note	Year ended 31 December 2021	As restated Year ended 31 December 2020
		£'000	£'000
NON-CURRENT ASSETS
Investments	8	-	-
CURRENT ASSETS
Trade and other receivables	9	19	33
Cash and cash equivalents	10	365	191
TOTAL ASSETS		384	224
EQUITY AND LIABILITIES
Capital and reserves attributable to equity holders of the Company:
Share capital	11	18,716	18,584
Share premium		14,234	13,685
Share based payment reserve		199	184
Warrant reserve		255	253
Accumulated deficit		(33,169)	(32,831)
TOTAL EQUITY		235	(125)
CURRENT LIABILITIES
Trade and other payables	12	149	349
TOTAL LIABILITIES		149	349
TOTAL EQUITY AND LIABILITIES		384	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

Company Statement of Changes in Equity

for the Year Ended 31 December 2021

 

	Called up share capital	Share premium	Share based payment reserve	Warrant reserve	Accumulated deficit	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000
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 (as restated)	-	-	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 (as restated)	-	-	-	-	(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)
Balance at 1 January 2021 as previously stated	18,584	13,685	184	253	(32,831)	(125)
Prior year adjustment (see note 19)	-	-	-	-	-	-
Balance at 1 January 2021 as restated	18,584	13,685	184	253	(32,831)	(125)
Loss for the year	-	-	-	-	(367)	(367)
Total comprehensive loss for the year	-	-	-	-	(367)	(367)
Issue of share capital	132	599	-	-	-	731
Cost of share issue	-	(41)	-	-	-	(41)
Share based payments	-	(9)	15	2	29	37
Balance at 31 December 2021	18,716	14,234	199	255	(33,169)	235

 

 

Company Statement of Cash Flows

for the Year Ended 31 December 2021

 

	Note	Year ended 31 December 2021	As restated Year ended 31 December 2020
		£'000	£'000
Cash flows from operating activities
Loss before tax		(367)	(709)
Adjustments for:
Share-based payments		35	154
Services settled in shares	15	-	50
PAYE/NI provision written back		(140)	-
Net cash flow from operating activities before changes in working capital		(472)	(505)
Changes in working capital:
Decrease in trade and other receivables	9	15	70
(Decrease)/increase in trade and other payables	12	(61)	60
Net cash flow used in operating activities		(518)	(375)
Cash flow from financing activities
Proceeds arising as a result of the issue of ordinary shares		720	430
Costs related to issue of ordinary share capital		(28)	(17)
Interest paid		-	(5)
Net cash flow from financing activities		692	408
Net increase in cash and cash equivalents in the year		174	33
Cash and cash equivalents at beginning of the year		191	158
Cash and cash equivalents at end of the year		365	191

 

 

Details of material non-cash transactions are shown in note 16.

 

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	Effective date, annual period beginning on or after
Reference to the Conceptual Framework (Amendments to IFRS 3 Business Combinations)	1 January 2022
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)	1 January 2022
Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets)	1 January 2022
Annual improvements 2018-2020 cycle	1 January 2022
Classification of Liabilities as Current or Non-Current: Amendments to IAS 1	1 January 2023

 

The adoption of these standards is not expected to have any material impact on the financial statements of the Company.

 

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.

 

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.

 

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.

 

2. 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.

 

 

3. OPERATING LOSS

Group and Company

 

	2021	As restated 2020
	£'000	£'000
Loss from operations has been arrived at after charging:
Directors' Remuneration	102	154
Share based payment charge	36	37
Legal Fees	38	63
Nomad Fees	83	60
Fees payable to the Company's auditor for the audit of the Group and Company's financial statements	27	17

 

 

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:

 

	Salary	Fees	Total emoluments	Contribution to Pension schemes	Share Based Payments	Total remuneration
	£'000	£'000	£'000	£'000	£'000	£'000
John Taylor	6	-	6	-	-	6
Dennis Edmonds	30	-	30	-	-	30
Peter Taylor	51	-	51	1	5	57
Mark Gasson	-	15	15	-	8	23
Jonathan Summers	-	-	-	-	11	11
	87	15	102	1	24	127

 

For the year ended 31 December 2020:

 

	Salary	Fees	Total emoluments	Contribution to Pension schemes	Share Based Payments	Total remuneration
	£'000	£'000	£'000	£'000	£'000	£'000
Henry Bellingham	12	-	12	-	8	20
John Taylor	37	-	37	-	9	46
Dennis Edmonds	37	-	37	-	19	56
Peter Taylor	24	-	24	-	1	25
	110	-	110	-	37	147

 

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	Appointed 25 May 2021
Jonathan William Summers	Appointed 17 March 2021
John Taylor	Resigned 17 March 2021

 

5. INCOME TAX

 

The charge for the year is made up as follows:

 

	2021	2020
	£'000	£'000
Current tax	-	-
Tax charge for the year	-	-

 

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.

 

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:

 

	2021	As restated 2020
	£'000	£'000
Loss on ordinary activities before tax	(367)	(709)
Loss on ordinary activities multiplied by the standard rate of corporation tax in the UK of 19% (2020: 19%)	(70)	(135)
Effects of:
Non-deductible expenses	-	1
Income not chargeable to tax	-	-
Unrelieved tax losses carried forward	70	134
Tax expense	-	-

 

 

6. 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).

 

7. 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:
	Loss £'000	Weighted average number of shares	Per-share amount, pence
Basic loss attributable to the ordinary shareholders	367	494,687,905	0.07p
As restated As at 31 December 2020:
	Loss £'000	Weighted average number of shares	Per-share amount, pence
Basic loss attributable to the ordinary shareholders	709	349,901,524	0.20p

 

8. INVESTMENTS

 

Parent company	Shares in group undertakings £'000
COST
At 31 December 2020 and 31 December 2021	34,806
PROVISION FOR IMPAIRMENT
At 31 December 2020 and 31 December 2021	34,806
NET BOOK VALUE
At 31 December 2020 and 31 December 2021	-

 

Subsidiaries

I M Minerals Limited

Registered office: 35 Berkeley Square, London, W1J 5BF, United Kingdom

Nature of business: Holding company

Class of shares: Ordinary

Holding: 100.00%

 

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.

 

9. TRADE AND OTHER RECEIVABLES

 

	Group			Parent Company
	2021	2020		2021	2020
	£'000	£'000		£'000	£'000
Other debtors	8	8		8	8
VAT	4	13		4	13
Prepayments and accrued income	7	12		7	12
	19	33		19	33

 

 

10. CASH AND CASH EQUIVALENTS

 

	Group			Parent Company
	2021	2020		2021	2020
	£'000	£'000		£'000	£'000
Bank accounts	365	191		365	191

 

 

11. SHARE CAPITAL

 

a) Called up, allotted, issued and fully paid share capital

 

	No. Ordinary shares of 0.1p each	Deferred shares of 9.9p each	Allotment price (£s)	Share Capital £'000	Share Premium £'000
Total as at 31 December 2020	399,033,832	183,688,116		18,584	13,685
25 February 2021	38,500,000	-	0.005	38	154
30 March 2021	23,794,336	-	0.005	24	95
10 May 2021	70,000,000	-	0.006	70	350
Share issue costs	-	-	-	-	(50)
Total as at 31 December 2021	531,328,168	183,688,116		18,716	14,234

 

Included in share issue costs is £9,000 being the fair value of 3.5m share warrants issued to professional advisors.

 

 

b) Share options & warrants in issue

 

Share options

 

Exercise Price	Expiry Date	At 1 January 2021	Issued/(lapsed)	At 31 December 2021
2.75p	3 July 2021	2,500,000	(2,500,000)	-
2.50p	9 April 2022	7,500,000	-	7,500,000
1.25p	11 May 2022	19,000,000	-	19,000,000
1.25p	30 August 2022	6,000,000	-	6,000,000
1.75p	20 September 2023	18,750,000	-	18,750,000
0.55p	16 March 2023	-	6,000,000	6,000,000
1.25p	31 March 2023	-	6,000,000	6,000,000
1.25p	8 June 2023	-	6,000,000	6,000,000
1.25p	22 June 2023	-	3,000,000	3,000,000
1.25p	3 October 2023	-	5,000,000	5,000,000
		53,750,000	23,500,000	77,250,000

 

 

Share warrants

 

Exercise Price	Expiry Date	At 1 January 2021	Issued/(lapsed)	At 31 December 2021
1.50p	8 May 2021	11,227,110	(11,227,110)	-
1.75p	21 October 2021	9,259,260	(9,259,260)	-
3.50p	17 June 2022	10,703,018	-	10,703,018
0.50p(1)	11 May 2022	12,833,334	-	12,833,334
1.50p	11 May 2022	41,846,153	-	41,846,153
1.25p	2 November 2022	2,500,000	-	2,500,000
0.60p	29 April 2024	-	3,500,000	3,500,000
		88,368,875	(16,986,370)	71,382,505

 

⁽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.

 

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

 

	Group			Parent Company
	2021	2020		2021	2020
	£'000	£'000		£'000	£'000
Trade creditors	-	58		-	58
Social security and other taxes	86	227		86	227
Other creditors	42	47		42	47
Accruals and deferred income	21	17		21	17
	149	349		149	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.

 

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. RELATED PARTY DISCLOSURES

Details of directors' remuneration are given in note 4 above.

 

15. 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	Share price	Exercise price	Risk Free Rate(1)	Expected life of options	Expected yield	Expected volatility(2)	Fair value per option
15 November 2016	0.78p	3.00p	0.21%	5 years	0%	55%	£0.00115
21 September 2018	1.45p	1.75p	0.70%	5 years	0%	55%	£0.00609
10 April 2019	1.35p	2.50p	0.71%	3 years	0%	55%	£0.00264
4 July 2019	2.20p	2.75p	0.71%	2 years	0%	55%	£0.00513
11 May 2020	0.93p	1.25p	0.07%	2 years	0%	55%	£0.00190
31 July 2020	0.43p	1.25p	0.06%	2 years	0%	55%	£0.00022
17 March 2021	0.53p	0.55p	0.05%	2 years	0%	55%	£0.00151
1 April 2021	0.53p	1.25p	0.05%	2 years	0%	55%	£0.00040
9 June 2021	0.79p	1.25p	0.05%	2 years	0%	55%	£0.00127
23 June 2021	0.75p	1.25p	0.05%	2 years	0%	55%	£0.00111
4 October 2021	0.73p	1.25p	0.05%	2 years	0%	55%	£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	Share price	Exercise price	Risk Free Rate	Expected life of warrants	Expected yield	Expected volatility	Fair value per option
8 May 2018	0.75p	1.50p	0.45%	3 years	0%	55%	£0.00132
22 October 2018	1.28p	1.75p	0.70%	3 years	0%	55%	£0.00352
4 June 2019	2.75p	3.50p	0.71%	3 years	0%	55%	£0.00827
11 May 2020(1)	0.93p	0.60p	0.07%	2 years	0%	55%	£0.00426
11 May 2020	0.93p	1.50p	0.07%	2 years	0%	55%	£0.00144
2 November 2020	0.68p	1.25p	0.05%	2 years	0%	55%	£0.00083
21 May 2021	0.68p	0.6p	0.05%	2.9 years	0%	55%	£0.00271

 

⁽¹⁾ On 19 February 2021, in accordance with the terms of the relevant warrant instrument, the warrants subsisting thereunder were repriced from 0.60p to 0.50p each.

 

The directors' interests in the share options and warrants of the Company as at 31 December 2021 are as follows:

 

Director	Number of options	Number of warrants	Exercise price per share	Latest exercise date
D. Edmonds	10,000,000	-	1.25p	11 May 2022
P. Taylor	6,000,000	-	1.25p	30 August 2022
P. Taylor	5,000,000	-	1.25p	3 October 2023
J. Summers	6,000,000	-	0.55p	16 March 2023
	6,000,000	-	1.25p	31 March 2023
M Gasson	6,000,000	-	1.25p	8 June 2023

 

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

 

	2021 £'000	2020 £'000
Creditors fees	-	50
Settlement of broker commissions	11	-
	11	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	Exercise Price	Original Expiry Date	New Expiry Date
Dennis Edmonds	11/05/2020	10,000,000	£0.0125	11/05/2022	11/05/2023
Peter Taylor	04/08/2020	6,000,000	£0.0125	30/08/2022	30/08/2023

 

Warrant Holder	Date of Grant	No. Warrants	Exercise Price	Original Expiry Date	New Expiry Date
Richard Jennings	11/05/2020	11,666,668	£0.005	11/05/2022	11/05/2023
Richard Jennings	11/05/2020	3,076,923	£0.015	11/05/2022	11/05/2023

 

On 20 May 2022, a new wholly-owned subsidiary was incorporated, Pathfinder Battery Commodities Ltd.

18. FINANCIAL INSTRUMENTS

The Company's principal financial 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.

 

The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:

 

	Group		Parent Company
	2021	2020	2021	2020
Financial assets at amortised cost	£'000	£'000	£'000	£'000
Cash and cash equivalents	365	191	365	191
Prepayments and accrued income	-	12	-	12
Financial liabilities at amortised cost
Trade payables and accruals	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

 

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:

 

	2020 as previously reported £'000	Restatement £'000	2020 as restated £'000
Administrative expenses	(668)	(41)	(709)
Operating loss	(668)	(41)	(709)
Loss for the year	(668)	(41)	(709)
Loss per share (basic and diluted)	(0.19p)	(0.01p)	(0.20p)

 

20. ULTIMATE CONTROLLING PARTY

The directors believe there is no ultimate controlling party.