(1) Mozambique Supreme Court unanimously rejects
Pathfinder Minerals claims
The Owners of CMdN, General
Veloso and Diogo Cavaco are pleased that the Mozambique Supreme Court has unanimously
rejected Pathfinder Minerals’ claim for costs related to the UK proceedings
(the so-called “First Claim”) on the grounds that the English contracts
breached articles 99 and 100 of the Civil Procedure Code of Mozambique and
therefore the UK court did not have jurisdiction over this matter.
The
effect of this judgment is that the so-called “Second Claim” for additional
costs of £1m and enforcement of the UK judgment will also be rejected.
(2) The October 2013 judgment confirming General Veloso
and Diogo Cavaco as Owners of CMdN
On 21 October 2013 Judge
Arnaldo Rui Siquela of the Ist Commercial Section of the Judicial Court of
Maputo City ruled that that IM Minerals (Pathfinder 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.
Nick Trew has stated that
the Supreme Court confirmed this ruling “is not binding on Pathfinder”. In fact all the Supreme Court said was that
this ruling was not relevant to a decision as to whether or not the UK courts
had jurisdiction over the main case. That matter has now been definitively
decided in favour of General Veloso and Diogo Cavaco and the October 2013 judgment
remains in place.
(3) IM Minerals (“IMM”)
Nick Trew keeps repeating
that the “Mozambique Courts have now twice determined that IMM is the lawful
owner of the shares in CMdN”. In fact
the Mozambique courts have never made such a ruling and the Owners challenge Mr
Trew to publish this ruling, if it exists as he is claiming.
(4) Status of Mozambique Proceedings
The UK proceedings are now
at an end. The only relevant legal action now being litigated in Mozambique is
the main case filed against Pathfinder Minerals by General Veloso and Diogo
Cavaco in April 2012, seeking confirmation of the termination of the Share
Option Agreement (and associated agreements). CMdN has still not received (or
been notified) of the response of Pathfinder Minerals to this filing.
While a final decision of this case is likely to take several years,
the Owners are highly confident that this case will be successful in confirming
that Pathfinder Minerals was in breach of contract under Mozambique law because
it failed to meet the terms of the Original Option Agreement; specifically a)
it did not exercise its option to acquire shares of CMdN; and b) it never paid
the Share Purchase price of $9.9m. Even Justice
Field, the UK judge confirmed that:
“..the language used [in the Option Agreement] compels the
conclusion that the scheme of the agreement was the grant of an option in
consideration of the Option Purchase Price with title in the shares only
passing on when the option was exercised by paying the balance of
US$9,900,000.”
Under Mozambique law, as the
“balance of US$9,900,000” has never been paid, IMM (Pathfinder Minerals) never
owned the shares of CMdN.
Commenting on the judgment
Diogo Cavaco stated:
“Nick Trew the CEO of Pathfinder Minerals has said
in his Press Release of 31 December 2014 that this decision is “perverse”. He
seems to be suggesting that the provisions of Mozambique law should not apply
to him or Pathfinder Minerals when they are inconvenient to his case. This is
similar to his attitude that the contractual provisions of the original Option
Agreement between Pathfinder Minerals and CMdN could also be ignored, even
though he and the other Promoters never paid the $9.9m owed to us”
It is time the Board and shareholders of Pathfinder
Minerals sacked Nick Trew who, having invested only $10,000, has now paid himself
total compensation in excess of £1m since the IPO of Pathfinder, and wasted at
least £5m of shareholders money on lawyers and £10m of the £11m raised in June
2011”.
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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 US$10m, 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 a total of US$100,000 between them to purchase an Option (the
“Option Purchase Price”) over shares of CMdN. They never exercised the Option or paid for
the shares.
