30 September 2014
The Owners of CMdN, General
Veloso and Diogo Cavaco, have noted the statements by Henry Bellingham, the
Chairman of Pathfinder in the recent half yearly report of Pathfinder. It is disappointing that Mr Bellingham, a
former Minister of the British Crown, has chosen to issue an incomplete and
therefore misleading statement to the market despite having recently been made
aware of the full facts of the dispute.
Legal
proceedings in Mozambique
Mr Bellingham has failed to
explain to shareholders of Pathfinder that:
1)
General Veloso and Diogo Cavaco obtained an
injunction in Mozambique preventing legal action in the UK until the matter had
been ruled on by the Mozambique courts – this Injunction remains in effect
2)
The UK judgement he refers to has therefore been
obtained illegally and in clear breach of Mozambique law
3)
The Mozambique court has already ruled that IM
Minerals (and therefore Pathfinder) was never a shareholder of Companhia
Mineira de Naburi (“CMdN”)
4)
This ruling in res judicata – unappealable
Mr Bellingham should explain
to shareholders why, in the light of these facts, Pathfinder is continuing to
waste shareholders’ limited remaining cash at the rate of over £100,000 per
month on an action it knows it cannot win (and has no grounds to win).
Mr Bellingham should also explain
to shareholders why the remaining Promoters of Pathfinder, Nick Trew and John
McKeon, have not been sacked and replaced and why he has not himself instigated
an independent internal legal review of the circumstances of the dispute (as
General Veloso and Diogo Cavaco requested in 2012).
Regrettably, Mr Bellingham recently
made the cynicism of his strategy clear when he stated that the Owners of CMdN
would not be able to raise funding for their project until the dispute was
settled.
Licences
Mr Bellingham has repeated
the defamatory statement that Pathfinder’s licences were “expropriated”. Mr Bellingham is aware of the real facts of
the case.
The licences were not “expropriated”
– in fact they were lawfully returned to General Veloso’s company JV
Consultores, the original owner of the licence, for breach of contract. General Veloso’s company then applied for a
new licence that has been lawfully granted in accordance with Mozambique law.
This is confirmed on the Mozambique Government’s register of mining licences
(see http://portals.flexicadastre.com/Mozambique/EN/).
Ownership
of CMdN
Even in the unopposed
(illegal) judgement obtained by Pathfinder, the UK court confirmed 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$9.9m; the option was never
exercised nor has the purchase price ever been paid.
This
has now been confirmed by the court in Mozambique and Nick Trew, the CEO of
Pathfinder Minerals, has been forced to admit to the court in Mozambique that
Pathfinder Minerals never paid for the shares.
The Owners expect their ownership of CMdN to be upheld and the so-called
First and Second Claims for Recognition to be rejected by the Mozambique court.
The only assets
“expropriated” in this case have been the bearer shares of CMdN which were
removed from safe custody in 2008 for the purposes of a Board meeting at the
request of Tim Baldwin and John McKeon and never returned and never paid for.
The
real facts
On 21 October 2013 Judge
Arnaldo Rui Siquela of the Ist Commercial Section of the Judicial Court of
Maputo City declared the nominative share certificate of CMdN presented by IM
Minerals at an EGM null and void and 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
This ruling now has the
status of res judicata.
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Notes for 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 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 over
shares of CMdN. They never exercised the
Option or paid for the shares.
The
owners remain highly confident however that while it is likely to take several
years for this case to be finally resolved, they will be successful in
defending their rights of ownership under Mozambique law.
