1. Does PF1 consider the Settlement to be information that a reasonable person would expect to have a material effect on the price or value of its securities?
No. The Company does not consider the Settlement of the forfeiture claim to be material, or that it would have a material effect on the price of PF1’s securities.
2. If the answer to question 1 is “no”, please advise the basis for that view.
Consistent with the Prospectus disclosures and the Response Email, the Company does not consider the Hamersley Iron Ore Project (Project) to be material at the date of Settlement and this response letter (Letter). This is primarily because of the mining information presently available in relation to the Project. The board of directors of the Company (Board) believe that further work in respect of the geology and economics of the Project would need to be undertaken to meaningfully demonstrate value. The significantly increased iron ore prices in recent months underpins potential for more work to be undertaken to unlock significant value in the Project.
3. When did PF1 first become aware of the Settlement?
Settlement of the forfeiture claim occurred on 8 October 2020.
4. If PF1 first became aware of the Settlement before 29 January 2021, did PF1 make any announcement including by supplementary prospectus prior to 29 January 2021 that disclosed the Settlement? If so, please provide details. If not, please explain why this information was not released to the market at an earlier time, commenting specifically on when you believe PF1 was obliged to release the information regarding the Settlement under Listing Rules 3.1, 3.1A and the Corporations Act noting that securities were issued under the Prospectus on 29 October 2020, and what steps PF1 took to ensure that the information was released promptly and without delay.
No.
On 12 and 13 October 2020, the Company shared with ASX drafts of the Company’s proposed announcement regarding Settlement, which was promptly released on the Company’s website on 15 October 2020. The Company released this information for information purposes only, not because it believed the Settlement to be information which required a supplementary prospectus.
Settlement is not considered material by the Board, nor does it consider such information to be influential to an investor’s decision to acquire or dispose of PF1’s securities. The rationale for this conclusion is set out in the response in paragraph 2 above. For this reason, ASX Listing Rule 3.1 does not apply to the Settlement. The Board considered (and continues to consider) the forfeiture claim and Settlement to be immaterial, including for the purposes of sections 675 and 677 of the Corporations Act for the reasons set out in the response to paragraph 2 above. For the reasons stated above, the Company does not believe that it has ever been obliged to release the information regarding the Settlement pursuant to the ASX Listing Rules and the Corporations Act. It is worth noting that the Board’s view was shared by the market. Between the date on which the Settlement was announced on the ASX within a non-price sensitive announcement (29 January 2021) and the date the Company was put into a trading halt (2 February 2020), the Company’s Share price moved by approximately 5% (from $0.29 to $0.305 per Share), indicating that: (a) the market had time over that period to digest the Settlement information released on the ASX; and (b) such information did not result in a material increase/decrease to the Share price. The change in price is also broadly consistent with market movements for other similar companies listed on ASX.
And so on....
PF1 Price at posting:
30.5¢ Sentiment: Sell Disclosure: Not Held
(20min delay)