The Directors
Pathfinder Minerals plc
c/o 2nd Floor Suite
30 Clarendon Road
Watford
WD17 1JJ
10 February 2012
For the attention of James Normand, CFO
By post and email
Dear Sirs
We, the undersigned, being:
(1) Mr Diogo Cavaco, being a member of the Company holding ordinary shares representing 8.50 per cent of the issued ordinary share capital in the Company; and
(2) JV Consultores Internacionais Limitada, being a member of the Company holding ordinary shares representing 10.62 per cent of the issued ordinary shares in the Company;
together being such members holding an aggregate number of ordinary shares in the Company representing 19.12 per cent of the issued ordinary share capital in the Company (and therefore comprising more than 5 per cent of the issued voting rights of all members having a right to vote at general meetings for the purposes of section 303(2) Companies Act 2006 (as amended) (“Companies Act”)), hereby require the directors of the Company, in accordance with that section, to call a general meeting of the Company to consider and, if thought fit, to pass the proposed ordinary resolutions outlined below.
We understand that the directors of the Company and of IM Minerals Limited together may own or control (whether directly or indirectly) in excess of 39% of the issued share capital in the Company. Should this be the case, in the interests of good corporate governance and in order to ensure independence and transparency, it would be appropriate for those directors to abstain from voting their shares in the Company with regards to these proposed resolutions.
Proposed Ordinary Resolutions
“1. That:
1.1 Christopher Morris, of Begbies Traynor, an independent accounting firm, be appointed for the purposes of overseeing an examination into the Company’s commercial, legal and financial affairs;
1.2 Christopher Morris be instructed to produce a report to the Shareholders and creditors of the Company, and that such report to include the following:
(a) an assessment of whether the directors of the Company and the directors of the Company’s major subsidiary, IM Minerals Limited (including for these purposes Mr Tim Baldwin and any former director of the Company or subsidiary), have acted properly and in accordance with all applicable laws and regulations and in particular whether the directors have acted in contravention of any of the following:
i) The AIM Rules for Companies (February 2010);
ii) best practice in relation to corporate governance, including, but without limitation to, the Model Code on Share Dealing; and
iii) their fiduciary duties;
(b) the specific concerns raised by Diogo Cavaco and JV Consultores Internacionais Limitada in their letter to AIM dated 22 November 2011;
(c) the legal history of the Company since its reverse takeover by IM Minerals Limited;
(d) the legal history of IM Minerals Limited since its incorporation;
(e) an examination of all contingent and outstanding liabilities, as may or may not have been represented in the admission document submitted to the Alternative Investment Market of the London Stock Exchange on 30 December 2010;
(f) an examination of the management accounts of the Company;
(g) an inspection of shareholder funds expended outside the UK; and
(h) an opinion on the solvency of the Company;
1.3 such investigation be undertaken at the Company’s expense and that Christopher Morris be and is authorised to instruct legal counsel, as he shall think fit, to support conduct of the independent investigation. Such costs of instructing any legal counsel to be at the expense of the Company;
1.4 Christopher Morris be and is authorised, immediately upon this resolution being passed, to appoint such independent professionals of sufficient standing within the London market, as he shall see fit in order to properly undertake the investigation.
2. That all those members entitled to have notice of such general meeting shall be provided with a statement in the form set out in the text below and as such notice was set out in the notice of general meeting dated [ ] 2012.
As shareholders are aware, we Diogo Cavaco and JV Consultores, as approximately 20% shareholders of the Company, are in dispute with the Directors of Pathfinder Minerals plc and IM Minerals Limited (“Pathfinder” or the “Company”), as they are with us.
Consequently trading in the shares of Pathfinder was suspended at the request of the Company on 11 November 2011 and trading remains suspended. This situation is clearly unacceptable to all the shareholders of Pathfinder who deserve and should demand clarity on Pathfinder Minerals plc’s current circumstances.
We do not believe it is appropriate for shareholder’s funds to be further expended by the Board of Pathfinder on extremely expensive legal counsel in UK and Mozambique and lobbying by other advisers until the shareholders have a clear independent picture of the Company’s current circumstances and how these have arisen. As an example, the Directors of Pathfinder have paid £1m into Court simply for the purpose of obtaining a temporary Injunction in the course of our dispute. If a judgement is made against the Company as Claimants, this money could be lost
The purpose of the Notice of Requisition of the General Meeting is to enable an independent third party to be appointed to review these circumstances in a cost effective manner on behalf of all shareholders of Pathfinder.”
Yours sincerely
__________________________ _____________________________
Diogo Cavaco General Veloso for and on behalf of JV Consultores Internacionais Limitada
Copied to: John McKeon, Chairman of Pathfinder
Nick Trew, CEO of Pathfinder
James Normand, CFO of Pathfinder
Tim Baldwin, former director of Pathfinder
Gordon Dickie, former director of Pathfinder
Peter Shea, CEO of Daniel Stewart, NOMAD to Pathfinder
Oliver Rigby, of Daniel Stewart, NOMAD to Pathfinder
Member Share capital
|
No. of Shares
|
Percentage of Issued Ordinary Capital
|
Diogo Cavaco
|
88,129,280
|
8.50%
|
JV Consultadores
|
110,120,680
|
10.62%
|
