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ANNOUNCEMENT TO BE MADE BY
THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF
THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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Pathfinder Minerals plc
("Pathfinder" or the "Company") to be renamed Rome Resources plc
(the "Enlarged Group")
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COMPANY REGISTERED OFFICE ADDRESS AND
IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING
POSTCODES):
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35 Berkeley Square
London
England
W1J 5BF
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COUNTRY OF INCORPORATION:
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England & Wales
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COMPANY WEBSITE ADDRESS CONTAINING
ALL INFORMATION REQUIRED BY AIM RULE 26:
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Current: www.pathfinderminerals.com
From admission:
www.romeresources.com
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COMPANY BUSINESS (INCLUDING
MAIN COUNTRY OF OPERATION) OR, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING POLICY). IF THE
ADMISSION IS SOUGHT AS A RESULT OF A
REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
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Pathfinder is proposing to acquire
the entire issued and to be issued share capital of Rome Resources
Ltd ("Rome Resources") for a consideration of 2,351,657,348 new ordinary shares in
the Enlarged Group (the "Acquisition").
Rome Resources is a Canada-based
early-stage resource exploration company which is currently listed
on the TSX Venture Exchange ("TSX-V") under the trading symbol
"RMR". Rome Resources holds exploration rights in respect of two
contiguous properties located in the Walikale district of the North
Kivu province in the Democratic Republic of Congo (the "Projects").
The two contiguous properties offer exposure predominantly to tin,
as well as secondary exposure to copper, zinc, lead and
silver.
Rome Resources' first interest is an
indirect 51 per cent. beneficial interest in exploration licence
PR15130, which is currently 100 per cent. directly legally owned by
Palm Constellation (the "Bisie North-East Project"). Rome
Resources' second interest is an indirect 51.5 per cent. beneficial
interest in exploration licence PEPM13274, which is currently
directly 100 per cent. owned by Investissement et Développement
Immobiliers SARL (the "Bisie North Project").
Rome Resources' main country of
operation is the Democratic Republic of Congo.
Pursuant to Rule 14 of the AIM Rules
for Companies, the Acquisition constitutes a reverse takeover.
Shareholder approval for the Acquisition is being sought at a
general meeting to be convened by Pathfinder.
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DETAILS OF SECURITIES TO BE ADMITTED
INCLUDING ANY RESTRICTIONS AS TO TRANSFER
OF THE SECURITIES (i.e. where known, number and type of shares,
nominal value and issue price to which it seeks admission and the
number and type to be held as treasury shares):
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Number of ordinary shares of £0.001
each ("Ordinary Shares") for which
admission will be sought at an issue price of 0.30 pence (the
"Issue Price"):
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Description
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Number of Ordinary
Shares
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Number of existing Ordinary Shares in
Pathfinder
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1,057,494,834
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Number of Placing Shares
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1,333,333,330
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Number of Consideration
Shares
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2,351,657,348
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Number of Fee Shares
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129,379,095
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Total:
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4,871,864,607
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No Ordinary Shares are held in
treasury and there are no restrictions on
the transfer of the Ordinary Shares.
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CAPITAL TO BE RAISED ON ADMISSION
(AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION
ON ADMISSION:
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Capital to be raised on admission:
approximately £4.0 million via a placing of new Ordinary
Shares.
Anticipated market capitalisation on
admission: approximately £14.6 million.
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PERCENTAGE OF AIM SECURITIES
NOT IN PUBLIC HANDS AT
ADMISSION:
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21.01 per cent.
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DETAILS OF ANY OTHER EXCHANGE OR
TRADING PLATFORM TO WHICH THE AIM
SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE
ADMITTED OR TRADED:
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None
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THE COMPANY HAS APPLIED FOR THE
VOLUNTARY CARBON MARKET DESIGNATION
(Y/N)
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No
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FULL NAMES AND FUNCTIONS OF
DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including any
other name by which each is known):
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Mark Richard
Gasson - Executive Chairman
Paul Anthony
Barrett - Chief Executive Officer
Edouard André
Denis François Etienvre - Non-Executive Director
Marc Kay
Mathenz - Proposed Non-Executive Director
Serge Nawej
Tshitembu - Proposed Non-Executive Director
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FULL NAMES AND HOLDINGS OF
SIGNIFICANT SHAREHOLDERS EXPRESSED AS A
PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION
(underlining the first name by which each is known or including any
other name by which each is known):
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Name
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At publication of the
admission document (%)
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Post admission
(%)
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Marc Kay
Mathenz
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8.70
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1.89
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R S & C A Jennings & related
party (Catalyse Capital Ltd)
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7.63
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1.66
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Finian O'Sullivan
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4.92
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2.30
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Adam Dziubinski
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4.35
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1.29
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Andreas Reitmeier*
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2.46
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10.06
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Klaus Eckhof
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Nil
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9.40
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Mark Richard
Gasson
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Nil
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8.24
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*In addition, immediately following
Admission, Manuela Reitmeier and Philip Reitmeier will be
interested in 39,080,000 and 977,000 Ordinary Shares respectively.
Accordingly, Andreas Reitmeier, Manuela Reitmeier and Philip
Reitmeier (who are connected by virtue of their family
relationship) will in aggregate hold 530,132,000 Ordinary Shares on
Admission representing approximately 10.88 per cent. of the
Enlarged Share Capital.
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NAMES OF ALL PERSONS TO BE DISCLOSED
IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM
RULES:
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None
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(i)
ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH
THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by
unaudited interim financial information)
(iii) DATES BY WHICH IT
MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND
19:
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i) 31
December
ii) With
respect to Pathfinder Minerals plc, 31 December 2023 (audited
annual financial information)
With respect to Rome Resources Ltd,
31 March 2024 (unaudited interim financial information)
iii) 30
September 2024 (interim report for the six months ended 30 June
2024); 30 June 2025 (annual report for the year ended 31 December
2024); 30 September 2025 (interim report for the six months ended
30 June 2025).
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EXPECTED ADMISSION DATE:
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26 July 2024
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NAME AND ADDRESS OF NOMINATED
ADVISER:
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Allenby Capital Limited
5 St. Helen's Place
London
EC3A 6AB
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NAME AND ADDRESS OF
BROKER:
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Allenby Capital Limited
5 St Helen's Place
London
EC3A 6AB
Oak Securities (a trading name of
Merlin Partners LLP)
90 Jermyn Street
London
SW1F 7JY
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OTHER THAN IN THE CASE OF A
QUOTED APPLICANT, DETAILS OF WHERE (POSTAL
OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE
APPLICANT AND THE ADMISSION OF ITS SECURITIES:
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A copy of the AIM admission document
containing full details about the applicant and the admission of
its securities will be available on the Company's website at
www.pathfinderminerals.com
and from the date of the Company's admission on
the Company's new website at www.romeresources.com.
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THE CORPORATE GOVERNANCE CODE THE
APPLICANT HAS DECIDED TO APPLY
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QCA Corporate Governance
Code
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DATE OF NOTIFICATION:
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8 July 2024
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NEW/ UPDATE:
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New
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