6 November 2013
Companhia
Mineira de Naburi (“CMdN”)
Victory
for General Veloso in the Mozambique Courts
General
Veloso and Diogo Cavaco confirmed as the owners of CMdN
The owners of CMdN, General
Veloso and Diogo Cavaco, are pleased to announce that a judgement has been
reached in respect of their challenge of the EGM of CMdN invalidly called by
Nick Trew and Gordon Dickie on behalf of IM Minerals Limited, a subsidiary of
Pathfinder Minerals plc (“Pathfinder Minerals”).
On 25 November 2011, J.V.
Consultores Internacionais, Lda., General Veloso and Diogo Cavaco terminated
and cancelled legally all contracts with IM Minerals.
In response to this IM
Minerals attempted to call an EGM of CMdN to overturn these decisions; this EGM
was held on 17 January 2012.
On 21 October 2013 Judge
Arnaldo Rui Siquela of the Ist Commercial Section of the Judicial Court of
Maputo City decided:
1)
to decree the resolutions passed at the EGM called
by IM Minerals void, and the resolutions
passed in the minutes of the meeting legally worthless
2)
to declare the nominative share certificate
presented by IM Minerals at the EGM null and void
3)
to declare the minutes of the EGM called by IM
Minerals false
Judge Siquela also confirmed
that IM Minerals is not a shareholder of CMdN and did not pay the US$9.9m that
would have entitled them to become owners of CMdN.
The
Owners are delighted that their ownership of CMdN has been confirmed by the
Mozambique Court as they were always confident it would be.
This
judgement also effectively confirms that:
1) the ex-parte injunction obtained in the UK by
Pathfinder Minerals on 19 December 2011 was obtained after the contracts,
specifically the option agreement, between the owners of CMdN and IM Minerals
were legally terminated and therefore the injunction should never have been
granted
2) the judgement obtained by Pathfinder Minerals in the
UK should never have been made
3) the Board of Pathfinder Minerals has knowingly wasted
millions of pounds of shareholders funds pursuing a case, knowing that it did
not own the shares of CMdN and had never paid for them
The
Owners urge the UK authorities to investigate the actions of the Directors of
Pathfinder Minerals and the statements that have been made by Pathfinder
Minerals on the Regulatory News Service and its corporate website.
************************
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.
