Investegate | 29th January 2024
Agreed amendment to the revised SPA concerning the sale of IM Minerals
by Pathfinder Minerals plc ("Pathfinder" or the "Company")
Pathfinder Minerals PLC (AIM: PFP), an AIM Rule 15 cash shell, announces that it has been informed by Acumen Advisory Group LLC ("AAG") that AAG contemplated not complying with the deferred consideration payment terms of the revised sale and purchase agreement in respect of the disposal of IM Minerals Limited ("IMM") (the "Disposal"), and with it, the rights to bring a claim against the Government of Mozambique for the expropriation of Mining Concession 4623C (the "Claim") (together the "Revised SPA"). Details of the Revised SPA was announced by the Company on 28 July 2023, and in this respect, the Disposal completed on 18 August 2023.
In light of the above developments, the directors of the Company (the "Directors") believe that there was a high probability of AAG defaulting on the current terms and conditions of the Revised SPA. Accordingly, to avoid any such default from occurring, and following pre-emptive discussion between Pathfinder and AAG it is now agreed between the parties that certain terms and conditions of the Revised SPA are amended (the "Agreed Amendments").
AAG have confirmed they have submitted the Claim by way of a Request for Arbitration to the International Centre for Settlement of Investment Disputes.
Background to and details of the Agreed Amendments
Pursuant to the Revised SPA it was agreed between Pathfinder and AAG that, inter alia, a contingent payment would be made by AAG to Pathfinder of the greater sum of US$30 million or 25% of the aggregate amount (including all deferred or conditional payments) payable on Claim, less all reasonable costs and expenses properly incurred in respect of the Claim (the "Original Deferred Consideration Clause").
It is now agreed that the Deferred Consideration will be based solely a sliding recovery scale, as outlined below (the "New Deferred Consideration Clause"):
In addition, and separate to the above agreed amendment, the Revised SPA prohibits AAG from assigning/transferring any of its rights under the Revised SPA. In this respect, Pathfinder and AAG now agree to amend this clause as such to allow for AAG to assign/transfer all of their interest in IM Minerals to a new third party entity, Luangwa Resources LLC ("Luangwa") and to allow for Luangwa to perform all of AAG’s obligations under the Revised SPA (the "New Assignment Clause"). Notwithstanding this amendment, AAG will continue to guarantee to Pathfinder all of the future obligations of Luangwa under the Revised SPA if and when they become performable in accordance with the Revised SPA.
Reasons in favour of the Agreed Amendments
The Directors recognise that the Original Deferred Consideration Clause provides limited economic exposure to AAG in the event that the Claim results in an award lower than US$30 million. As a result, the Directors believe that the agreed New Deferred Consideration Clause will offer AAG economic exposure to the Claim in all situations, provided that a successful monetary award is made pursuant to the Claim.
Without such economic exposure, the Directors believe that AAG had limited incentive to pursue the Claim and would have likely defaulted on the Revised SPA. Defaulting on the Revised SPA would mean that Pathfinder would likely fail to benefit from any future potential successful Claim. With this in mind, the Directors believe that it was not in the best interest of the Company’s shareholders to pursue any legal claim against AAG and in this respect, believe that the Agreed Amendments are the most pragmatic way forward to resolve any risk of AAG default. Similarly, agreeing to the New Assignment Clause will result in the introduction of Luangwa. Luangwa are a Delaware-registered entity, independent of AAG. The Directors believe that with Luangwa performing all of AAG’s obligations under the Revised SPA, there will now be an amicable way forward towards pursuing the Claim.
Paul Barrett, Executive Director of Pathfinder, said ’I am pleased that the claim has been submitted and the process is now fully underway. There were commercial wrinkles in the original agreement with AAG which have now been ironed out and we look forward to the claim progressing though the system and rewarding shareholders for their patience in this matter.’
Pathfinder Minerals Plc
Paul Barrett, Executive Director
Tel. +44 (0)20 3143 6748
Allenby Capital Limited (Nominated Adviser and Broker)
John Depasquale / Vivek Bhardwaj (Corporate Finance)
Stefano Aquilino / Joscelin Pinnington (Sales & Corporate Broking)
Tel. +44 (0)20 3328 5656