Ann: Divestment of Hamersley Iron Ore Project, page-35

Finger on the post button until an alert of the announcement!
One can only assume that the letters of the Annual General Meeting were not dispatched to shareholders, as there is normally an announcement: Notice of General Meeting / Proxy form on the same day.

Not that I have any doubt that the vote will be a landslide to accept the Binding Agreement / Acquisition but one does wonder why Pathfinder shareholders aren't getting a "priority offer"? - although they will be invited to acquire shares under the IPO.
- or being issued some of the 35,000,000 shares going to Pathfinder
- could it be that by going this avenue that it could help met the minimum 300 shareholder requirement to list ?
- or is it to keep costs down? Pathfinder budgeted $510,000 for the IPO, it eventually blew out to $860,000 but is only providing an advance of $320,000 for the Equinox IPO, although they are raising more capital?
- what is intriguing, Pathfinder shareholders already own the Hamersley I/O project, but will be invited to buy shares in the Equinox IPO, so they can own shares in a company that will own the Hamersley project but you were already the owners of the Hamersley I/O project!

I did chuckle that the IPO is being "prepared" by Equinox:
Equinox Resources registration was lodged by Pathfinders secretary - Osbourne
Who ASIC should contact if there is a query about the application - Osbourne and not Spindler, Equinox's secretary
Registered Office: 141 Sterling Hwy, Nedlands - same as Sixty Two Capital

Some fun facts:
- Equinox was registered as a "public company" limited by shares, the single shareholder of Equinox just happens to be the largest shareholder of Pathfinder.
- Equinox Resources was IMO "hastily" incorporated and registered as a company on the 26th May 2021
- As at the 14th May 2021 - Habib (proposed director of Equinox) was the 7th largest shareholder of Pathfinder, wasn't in the previous Top 20
- As at the 14th May 2021 - Pathfinders largest shareholder had increased his holding in Pathfinder
- Habib's qualifications as a director (no experience as a director of an ASX listed company, but does have a diploma of financial planning),
IMO, does not compliment the skill matrix required or has the skill set to contribute as a director.
- IMO, Habib will only be an interim director, "as above" the registration of Equinox was hastily put together and he will replaced after the new company can find a director more suitable.
- the bird has gone somewhat quiet, might have something to do with ASIC’s concerns about “finfluencers”
- although another of the Top 20 had this to say on the bird, (12/7), PF1 has $3.5M in the bank, plus $7M in equity holding in Equinox, $17M MC and only $7M ev, heavily derisked now. Looking forward to the development of their gold project and the M & A activity called out in their recent quarterly.
** Bit of head scratching, from their most recent quarterly announced which was for the March Quarter, released 30th April - the company had $3.799M and there was noM & A activity indicated?
- @share_time nailed it, posters that were AWOL mysteriously appeared 5 days before the Hamersley announcement
- Negaholics (you know who you are) have got the pro company, pro everything fan club in a spin, looks like they are all rushing to the new "target" share forum thats much easier than actually having an intelligent and robust debate.

For all the IMO flaws/faults I perceive to have about Pathfinder/management/projects I have not once been convinced that what I post is incorrect or has it been rebutted/debated. Bringing me to the conclusion that if no one wants to contest the content of my posts then I can only assume that the factual and opinionated information is correct and becomes indisputable.

Drawing down on the tin tacks, the following is opinions using facts as a base:

What you, the shareholders of Pathfinder actually get for the "spin out" and divestment of your Hamersley I/O project:
(a) nothing that is saleable
(b) there is no B per se, you get to keep exposure to the I/O by default as a shareholder of Pathfinder - but you do not have any input as when/where and how Pathfinder will eventually capitalise profits and what they ultimately do with any of the funds they do receive for sale of Equinox shares.

What Pathfinder Resources get:
(a) 35,000,000 shares at a deemed value of $7M - based on the IPO float price
(b) between 5,590,000 - 6,650,000 performance shares based Equinox delivering a positive preliminary PFS that the project will be commercially viable.
(c) a royalty of US$0.70 per metric tonne of I/O

What directors get: (vague which directors but assume it is Pathfinders?)
(a) 11,000,000 options

No surprise as who joint Lead Managers are to the IPO:
What Ahmad via Sixty Two Capital and Cannacord combined get:
(a) Between $420,000 (if $7,000,000 raised) and $540,000 (if $9,000,000 raised)
(b) $100,000 as a success fee paid by the issuance of 500,000 Equinox Shares
(c) between 3,000,000 and 5,000,000 options

Bottom line IMO, Pathfinder shareholders don't seem to getting much of a beneficial outcome.

For clarity, The following is My Opinion only:
If the consideration shares being issued to Pathfinder are not escrowed for a minimum 24 months then I believe that with the ASX wanting shareholder approval for any funds allocation that was not indicated or prescribed for in the Pathfinder IPO has brought about the establishment of Equinox Resources, I also think that Equinox will be a SPAC (Special Vehicle Acquisition Company) or a SPV (Special Purpose Vehicle)
As so many holders believe there is a "massive acquisition" coming (including the mention above of a Top 20 holder looking forward to the M & A activity, mentioned in the recent quarterly) that a "special vehicle" could be a source of funding, simple logic - sell Equinox shares to pay for an acquisition, considering that the M & A budget of Pathfinder is (as per the March quarterly) circa $720,000 - what could Pathfinder get for that considering it is going to be massive ?


cheers