Maputo Judge says Pathfinder Minerals did not pay for CMdN and has no rights over the company

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.

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.

To this day, the promoters of Pathfinder Minerals, Nick Trew, Gordon Dickie, John McKeon and Tim Baldwin have only ever paid $100,000 in respect of the Option Agreement entered into in good faith by General Veloso and Diogo Cavaco in 2006.