Companhia Mineira de Naburi (“CMdN”)
The Owners of CMdN, General Veloso and Diogo Cavaco are pleased to
disclose that the Board of Pathfinder Minerals plc has failed in its attempt to
annul an EGM decision of CMdN by the Commercial Section of Maputo City Judicial
Court in Mozambique.
Under sustained questioning by Judge
Claudia Mutepua, Pathfinder CEO Nick Trew’s had admitted in June 2013 that
neither Pathfinder Minerals nor its subsidiary or associated companies had ever
paid the $9.9m owing for the
shares of CMdN under the Option Agreement dated 10 February 2006.
In her final judgement on the case, Judge
Mutepua has now found that, as a result of the non-payment, neither
Pathfinder’s subsidiary company IM
Minerals Limited nor its associated company International Mercantile Group Limited had ever become a shareholder of CMdN and Pathfinder therefore has
“no legitimacy” to interfere in CMdN’s affairs.
“There is no evidence that the value in
question has been paid, or that the final contract has been signed,” found
Judge Mutepua.
“As it was declared
that the Plaintiff [Pathfinder Minerals] is not the defendant’s shareholder,
the Plaintiff has no legitimacy to file an action of Annulment of a Corporate
Resolution, under the terms of article 144 of the Commercial Code”.
“Therefore, the Court
must abstain from accepting the request , must acquit the Defendant [CMdN] and
definitely terminate the Case under the terms of item d) of nr. 1, of article
288 of the Civil Procedure Code.”
Responding to the victory, Diogo Cavaco said: “We are pleased
that Judge Mutepua, after analysing the contracts and all the information supplied,
confirmed what we have been saying all along: that neither Pathfinder’s
subsidiary company IM Minerals Limited nor its associated company International
Mercantile Group Limited, are or had ever been a shareholder of CMdN, never paid
the price agreed in the share option agreement to buy the shares, and subsequently have no entitlement to the company’s assets, licenses or others - either past or
present - and, therefore, have no legitimacy to interfere in CMdN’s affairs.”
* Subsequent to publication of this notice we have seen questions about its veracity on an investor chat site. For clarification, the judgement was reached by Judge Mutepua on 25 February 2016 and, after a period of consultation was ratified as being "in good order" by the Court Registrar on 18 March 2016.
* Subsequent to publication of this notice we have seen questions about its veracity on an investor chat site. For clarification, the judgement was reached by Judge Mutepua on 25 February 2016 and, after a period of consultation was ratified as being "in good order" by the Court Registrar on 18 March 2016.
Note
to Editors:
In
the High Court judgement obtained by Pathfinder Minerals in October 2012, the
judge correctly found that the Share Option Agreement by which Pathfinder
Minerals claimed to own shares of CMdN was indeed an option agreement, under
which the option could only be exercised upon payment of the purchase price of
$9.9m, which has not been paid. Accordingly, under Mozambique law ownership of
CMdN shares never passed to Pathfinder Minerals.
