The
information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the UK
Market Abuse Regulation
8 May 2024
Pathfinder Minerals
plc
("Pathfinder" or the
"Company")
Entry into Conditional Arrangement
Agreement with Rome Resources Ltd
Pathfinder Minerals PLC (AIM: PFP), an AIM Rule
15 cash shell, is pleased to announce that further to its
announcement on 29 November 2023, the Company and its wholly owned
newly incorporated Canadian subsidiary, 1475033 B.C. Ltd., has
entered into a conditional arrangement agreement on 7 May 2024 with
Rome Resources Ltd ("Rome
Resources") (together the "Arrangement Agreement"). Pursuant to
the Arrangement Agreement, Pathfinder will acquire all of the
issued and outstanding common shares of Rome Resources by way of a
court-approved plan of arrangement under the British Columbia
Business Corporations Act (together the "Arrangement" or the "Proposed Transaction").
The Arrangement will be effected by way of a
court-approved Canadian plan of arrangement pursuant to the
British Columbia Business Corporations Act, requiring the approval
of the Supreme Court of British Columbia, and the approval, of Rome
Resources shareholders ("Rome
Meeting") to consider the Arrangement, of (i) 66⅔% of the
votes cast on the Arrangement resolutions by Rome Resources
shareholders; and (ii) a simple majority of the votes cast on the
Arrangement resolutions by Rome Resources shareholders, excluding
Rome Resources shares held or controlled by persons described in
items (a) through (d) of Section 8.1(2) of Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions.
Each of the directors and executive officers of
Rome Resources, along with certain key Rome Resources shareholders,
who collectively hold an aggregate of approximately 62.9% of the
issued and outstanding Rome Resources shares, have entered into
voting support agreements with Pathfinder, pursuant to which they
have agreed, among other things, to vote, or use best efforts to
cause to be voted, at the Rome Meeting, all of the Rome Resources
shares held or controlled by them in favour of the Arrangement. The
Rome Meeting is currently scheduled to be held on 24 June
2024.
The Arrangement Agreement includes customary
representations and warranties for a transaction of this nature as
well as customary interim period covenants regarding the operation
of Rome Resources' and Pathfinder's respective businesses. The
Arrangement Agreement also provides for customary deal-protection
measures. Rome Resources and Pathfinder expects that the Proposed
Transaction will be completed in late June 2024.
The equivalent Rome Resources announcement will
be available for viewing on the SEDAR+ website.
AIM Rule
14
As announced on 29 November 2023, the Proposed
Transaction constitutes a reverse takeover under rule 14 of the AIM
Rules for Companies (the "AIM
Rules"). Therefore, the Proposed Transaction continues to
remain subject, inter
alia, to the approval of the Company's shareholders. As
such, a further announcement with full details of the Proposed
Transaction will be issued at the appropriate time and an admission
document published and sent to the Company's shareholders with a
notice of general meeting.
In addition, the Proposed Transaction continues
to remain subject to a number of factors, including, inter alia, the completion of due
diligence, court as well as regulatory approvals. As such, there is
no certainty that the Proposed Transaction will proceed nor any
certainty regarding the final terms or the final timings on which
it will proceed.
The Company's ordinary shares will remain
suspended until such time as either an admission document is
published, or an announcement is released confirming that the
Proposed Transaction is not proceeding.
The Company will release further announcements
as and when appropriate.
Enquiries:
Pathfinder
Minerals Plc
Paul Barrett, Executive Director
Tel. +44 (0)20 3143 6748
Allenby
Capital Limited (Nominated Adviser and Broker)
John Depasquale / Vivek Bhardwaj / Lauren
Wright (Corporate Finance)
Stefano Aquilino / Joscelin Pinnington (Sales
& Corporate Broking)
Tel. +44 (0)20 3328 5656