Company Announcements

5 June 2019

Pathfinder Minerals Plc

("Pathfinder" or the "Company")

Issue of Equity

&

Total Voting Rights

Pathfinder is pleased to announce a cash subscription of £135,000 and settlement of certain outstanding obligations through the issue of the Company's equity.

Issue of Equity

Cash Subscription 

The Company has conditionally raised £135,000 via a subscription for 4,909,091 new ordinary shares of 0.1p each in the capital of Company ("Ordinary Shares") (the "Subscription Shares") at a price of 2.75p per share (the "Subscription Price") with existing investors (the "Subscription"). The Subscription is conditional only on admission of the Subscription Shares to trading on AIM. 

The proceeds from the Subscription are to be utilised for general working capital purposes. 

Settlement Share Issue

In addition, the Company has agreed to issue, in aggregate, 5,793,927 new Ordinary Shares at 2.75p per share to a current director and a former director (together, the "Participating Directors") in satisfaction of deferred salary that has been accrued (the "Settlement Shares"). The Settlement Share issue has the positive effect of reducing the Company's accrued cash liabilities by an aggregate amount of £159,333. 

Details of the Settlement Shares to be issued to the Participating Directors are set out below:

* Director within the past 12 months

Pursuant to the Subscription and the Settlement Share issue, the Company has also issued to the recipients of the Subscription Shares and the Settlement Shares one warrant to subscribe for one new Ordinary Share for every Subscription Share / Settlement Share received with an exercise price of 3.5p (the "Warrants"), exercisable for a period of three years from the date of the admission to trading on AIM of the Subscription Shares and the Settlement Shares.

Related Party Transaction

As a director and a former director within the last 12 months of the Company, the participation in the Settlement Share issue by Sir Henry Bellingham and Nicholas Trew, respectively, is treated as a related party transaction.

Accordingly, Simon Farrell and John Taylor, being the independent directors in relation to the Settlement Share issue, consider, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, that the terms of the respective settlements are fair and reasonable insofar as the Company's shareholders are concerned.

Admission and Total Voting Rights

The Company will apply to the London Stock Exchange for admission of the Subscription Shares and the Settlement Shares to AIM ("Admission"). Admission is expected to take place on or around 17 June 2019.

Following Admission, the Company's issued share capital will consist of 305,133,306 Ordinary Shares with no Ordinary Shares held in treasury. Therefore, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Pathfinder under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:     

Pathfinder Minerals Plc

John Taylor, Chief Executive Officer

Tel. +44 (0)20 3440 7775

Strand Hanson Limited (Nominated & Financial Adviser and Broker)

James Spinney / Ritchie Balmer / Jack Botros

Tel. +44 (0)20 7409 3494

Vigo Communications (Public Relations)

Ben Simons / Simon Woods

Tel. +44 (0)20 7390 0234

Email. pathfinderminerals@vigocomms.com

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").

PDMR Notification Form

The notification below is made in accordance with the requirements of MAR.