PFP Pathfinder Minerals Plc

This announcement contains inside information for the purposes of Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310.  With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

8 July 2024

Pathfinder Minerals plc

("Pathfinder" or the "Company")

PROPOSED ACQUISITION OF ROME RESOURCES LTD
PROPOSED PLACING OF 1,333,333,330 NEW ORDINARY SHARES AT 0.30P PER SHARE
PROPOSED ISSUE OF 2,351,657,348 CONSIDERATION SHARES
PROPOSED ISSUE OF 129,379,095 FEE SHARES
PROPOSED CHANGE OF NAME TO ROME RESOURCES PLC
PROPOSED ADMISSION OF THE ENLARGED SHARE CAPITAL TO TRADING ON AIM
AND
NOTICE OF GENERAL MEETING

Pathfinder Minerals PLC (AIM: PFP), an AIM Rule 15 cash shell, announces that it has today published a new admission document (the "Admission Document") in connection with the Company's proposed acquisition of the entire issued and to be issued share capital of Rome Resources Ltd ("Rome Resources", "RMR" or the "Target") (together the "Acquisition").

The Acquisition constitutes a reverse takeover of the Company under rule 14 of the AIM Rules for Companies (the "AIM Rules"). The Acquisition is conditional on, inter alia, approval by the Company's shareholders (the "Shareholders"), the approval of Rome Resources' shareholders and the publication of a new admission document.

Accordingly, the Admission Document published today contains a notice convening a general meeting to be held at 6th Floor, 100 Liverpool Street, London, EC2M 2AT (the offices of Fasken Martineau LLP) at 10.00 a.m. on 25 July 2024 (the "General Meeting").

The Admission Document is available to view on the Company's website at www.pathfinderminerals.com and will be posted, or notified electronically as the case may be, to Shareholders later today. The Company's Ordinary Shares were suspended from trading on AIM on 29 November 2023. As more than six months have lapsed since the Company became an AIM Rule 15 cash shell, trading in the existing Ordinary Shares will remain suspended until admission of the enlarged share capital to trading on AIM.

Upon completion, the Company will trade under the new name of "Rome Resources Plc" and its new ticker symbol will be "RMR".

Allenby Capital Limited ("Allenby Capital") is acting as Nominated Adviser and Joint Broker to the Company alongside Oak Securities (a trading name of Merlin Partners LLP) who are acting as Joint Broker to the Company.

Highlights

·      Acquisition of Rome Resources:

o  Exploration potential: Rome Resources has identified three prospective areas located in the Projects with high-grade tin in soil anomalies identified.

o  Proximity to world class resource: Alphamin's Mpama North mine, located 8km away from the Projects, is reported by the Edison Group in 2023 as the world's highest-grade tin mine, producing 4 per cent. of the world's tin from analogous geology to the Projects.

o  Exploration team: Rome Resources' exploration team discovered Alphamin's tin resources.

o  Defined roadmap to resource definition: Immediate near-term drilling is anticipated to advance the Projects from the outset.

o  The current global price of tin is 37 per cent. higher than the lowest price during the last 12 months: The demand for tin has been influenced by a number of factors including but not limited to: (i) the energy transition; (ii) disruptions to countries that have traditionally contributed to the global market share of tin production; and (iii) growth of the global artificial intelligence (AI) sector which is expected to contribute to an increase in demand in electronics and electrification.

·      Pathfinder has conditionally raised approximately £4.0 million (before expenses) through the proposed issue of 1,333,333,330 Placing Shares at a price of 0.30 pence per new Ordinary Share.

Paul Barrett, Executive Director of Pathfinder Minerals Plc, commented:

"I am delighted to have conditionally raised approximately £4.0 million in London. We now look forward to moving towards completing the acquisition of Rome Resources and readmission to trading on AIM subject to, inter alia, receiving approval by the Company's shareholders at the General Meeting. We believe that the proposed drilling programme in the DRC for the Enlarged Group will reward our existing and new shareholders."

Expected Timetable of Principal Events

Notes:

·      All future times and/or dates referred to in this document are subject to change at the discretion of the Company and Allenby Capital and if any of the above times or dates should change, the revised times and/or dates will be notified by an announcement on RIS.

·      Events listed in the above timetable following the General Meeting are conditional on the passing at the General Meeting of the Resolutions.

*Or such other date and time as the Company and Rome Resources may agree.

**Or such other date and time as the Company, Rome Resources, and the Court of British Columbia, Canada may agree.

Unless otherwise defined herein, capitalised defined terms are as per the Admission Document. However, Shareholders are strongly encouraged to read the Admission Document in full as part of their voting consideration at the General Meeting.

For further information please contact:

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

OAK Securities (Joint Broker)

Jerry Keen, Head of Corporate Broking (jerry.keen@oak-securities.com)

Henry Clarke, Head of Sales (henry.clarke@oak-securities.com)

Tel. +44 (0)20 3973 3678

Camarco (Financial PR)

Gordon Poole / Emily Hall / Sam Morris

Tel. +44 (0) 20 3757 4980

OAK Securities is a trading name of Merlin Partners LLP. Merlin Partners LLP is authorised and regulated by the Financial Conduct Authority (Reference Number: 449191). Merlin Partners LLP is registered in England and Wales (Registered Partnership Number: OC317265).

1.   Introduction

On 29 November 2023, Pathfinder announced, inter alia, that it had entered into non-binding heads of terms regarding a potential acquisition of the entire issued and to be issued share capital of Rome Resources by Pathfinder. The Company also simultaneously announced that it had agreed to lend Rome Resources up to CA$2,500,000.00 on an unsecured basis.

The Proposal

Rome Resources is incorporated and listed in Canada and in order to effect the Acquisition, on 8 May 2024, Pathfinder announced that it had conditionally agreed the terms of the Arrangement Agreement to be implemented by way of a Canadian plan of arrangement pursuant to the Business Corporations Act, further details of which are set out in paragraph 12.8 of Part IX of the Admission Document.

The Existing Directors believe that the Acquisition represents a significant opportunity for the Group to maximise shareholder value in the short-to-medium term.

In connection with the Acquisition, Pathfinder has conditionally raised approximately £4.0 million (before expenses) pursuant to the Placing through the proposed issue of 1,333,333,330 Placing Shares at a price of 0.30 pence per new Ordinary Share, to provide funds for a drilling programme and working capital. The Placing is conditional (amongst other things) upon the Acquisition proceeding and the passing of the Resolutions at the General Meeting authorising the Existing Directors to allot the Placing Shares.

Furthermore, the Existing Directors believe that should the Acquisition proceed, the name of the Company should be changed to "Rome Resources Plc" to reflect the ongoing business of the Enlarged Group.

The Acquisition constitutes a reverse takeover pursuant to rule 14 of the AlM Rules and therefore the purpose of this announcement and the Admission Document prepared under the AIM Rules, is to provide you with information on the Proposals and to seek approval by Shareholders of the Resolutions to be proposed at the General Meeting, which is being convened on 25 July 2024 at 10.00 a.m. at 6th Floor, 100 Liverpool Street, London, EC2M 2AT (the offices of Fasken Martineau LLP).

In addition to the passing of the Resolutions, completion of the Acquisition is also conditional upon, inter alia: (i) that at least two thirds of the votes cast by Rome Shareholders having voted in favour of the Arrangement Agreement at the Rome Meeting; (ii) at least a simple majority of the votes cast by Rome Shareholders present in person or represented by proxy and entitled to vote at such meeting, excluding for this purpose the votes attached to shares of Rome Resources which are held or controlled by certain related parties (as such term is defined under applicable Canadian securities laws) of Rome Resources; (iii) the approval of the Court of British Columbia, Canada; (iv) the receipt of certain regulatory approvals; and (v) the satisfaction of certain other closing conditions customary in acquisitions of this nature. If such conditions are not satisfied, or, where applicable, not waived, the Acquisition will not proceed.

If the Resolutions are duly passed at the General Meeting and the other conditions set out relating to the Proposals are met, then it is expected that the Enlarged Share Capital will be admitted to trading on AIM with effect from 8.00 a.m. on 26 July 2024. As six months have lapsed since the Company became an AIM Rule 15 cash shell, trading on AIM in the Existing Ordinary Shares will remain suspended until Admission.

It is anticipated that the Rome Shares will be delisted from Tier 2 of the TSX-V on Admission.

The Existing Directors consider the Acquisition to be an exciting opportunity and consider that the Acquisition is in the best interests of the Company and Shareholders as a whole. Accordingly, the Existing Directors recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

Shareholders should note that the Resolutions are inter-conditional and consequently if any of the Resolutions are not passed, the Proposals will not occur, and pursuant to the AIM Rules, the Existing Ordinary Shares will be cancelled from trading on AIM.

The purpose of this announcement and the Admission Document prepared under the AIM Rules, is to provide you with information on the Proposals. You should read the whole of the Admission Document and your attention is drawn, in particular, to the risk factors set out in Part II of the Admission Document.

2.   Information on Pathfinder Minerals Plc

Pathfinder was incorporated in England and Wales on 1 February 1991 as "Pathfinder Properties Plc" originally focused on investing in central London residential property with redevelopment potential. On 21 December 2009, Pathfinder Properties Plc became an investing company pursuant to rule 15 of the AlM Rules for Companies, with its first investment being a 4.67 per cent. equity interest in IMM. Pathfinder Properties Plc subsequently changed its name to "Pathfinder Minerals Plc" on 22 December 2009.

Pathfinder subsequently acquired the remaining outstanding issued share capital of IMM which constituted a reverse takeover pursuant to rule 14 of the AlM Rules for Companies. As a result, the enlarged group recommenced trading on AIM on 10 February 2011 as a natural resources company. At the time, Pathfinder's key assets were mining concession licences 73L and 760C in Mozambique, which were held by IMM's 99.99 per cent. owned subsidiary, Companhia Mineira de Naburi, S.A.R.L.

In 2011, Pathfinder announced that it was the subject of the unlawful transfer by the Government of Mozambique of mining concession licences 73L and 760C to an unconnected company, Pathfinder Moçambique S.A., which was controlled by Pathfinder's former local partners, without its knowledge or consent. Mining concession licences 73L and 760C were subsequently consolidated into a single mining concession licence (entitled 4623C) which in late 2020 was sold to a Chinese state-owned company, TZM Resources S.A.

Pathfinder has since pursued a multichannel strategy to attempt to recover mining concession licence 4623C, including a successful action through His Majesty's High Court of Justice in England to confirm the validity of IMM's ownership of Companhia Mineira de Naburi, S.A.R.L and through attempts to negotiate settlements with the new holders of mining concession licence 4623C.

On 29 September 2022, Pathfinder announced, inter alia, that it has entered into an option agreement with Acumen under which Pathfinder granted Acumen the exclusive option to acquire IMM and the rights to bring a claim against the Government of Mozambique for the expropriation of mining concession licence 4623C.

Pathfinder subsequently announced on 18 August 2023 that the disposal of IMM and the rights to bring a claim against the Government of Mozambique to Acumen pursuant to a share purchase agreement entered into between the Company and Acumen was approved at a general meeting of Shareholders. As a result, Pathfinder become a "cash shell" in accordance with rule 15 of the AlM Rules for Companies.

As an AIM Rule 15 cash shell, the Company is required to make an acquisition or acquisitions which constitutes a reverse takeover pursuant to rule 14 of the AlM Rules for Companies or be re-admitted to trading on AIM as an investing company in accordance with rule 8 of the AIM Rules (which requires the raising of at least £6.0 million in cash) on or before the date falling six months from 18 August 2023 (being the date of Shareholder approval to dispose of IMM), failing which, the Company's shares will then be suspended from trading on AIM pursuant to rule 40 of the AIM Rules.

Trading on AIM in the Existing Ordinary Shares was suspended on 29 November 2023 pursuant to AIM Rule 14 when the Acquisition was announced. As more than six months have lapsed since the Company became an AIM Rule 15 cash shell, trading in the Existing Ordinary Shares will remain suspended until Admission.

Pursuant to rule 41 of the AIM Rules, the Company's shares will be cancelled from trading on AIM if there is no (i) re-admission to trading on AIM following the completion of a Reverse Takeover, which requires the publication of an admission document and the approval of such a transaction at a general meeting of the Company, nor (ii) re-admission to trading on AIM as an "investing company".

New Preference Shares

In consideration for the disposal of IMM and the rights to bring a claim against the Government of Mozambique to Acumen (the "Disposal"), Pathfinder received an initial cash consideration of £1.0 million. In addition, as a form of deferred consideration, Pathfinder is entitled to a percentage of any damages award recovered pursuant to any claim successfully made against the Government of Mozambique for the expropriation of mining concession licence 4623C, details of which are outlined in Pathfinder's announcement of 29 January 2024 (together the "Preference Amount").

Irrespective of the Acquisition and following the terms of the Disposal approved by Shareholders at the General Meeting on 18 August 2023, every holder of an Ordinary Share as at 6.00 p.m. on 5 September 2023 is entitled to receive one bonus preference share in Pathfinder Battery Commodities Ltd, a special purpose wholly owned subsidiary of Pathfinder (the "New Preference Share"). The New Preference Share shall entitle the holder thereof to receive, subject to the Act, a preferential dividend equal to the net proceeds received from the damages award that Pathfinder may receive following the date upon which the Preference Amount is determined. Further information concerning, inter alia, the New Preference Shares is outlined in the Company's announcements of 16 August 2023 and 1 September 2023.

3.   Background to and reasons for the Acquisition

The Existing Directors (which includes Mark Gasson who is also a director of Rome Resources) believe Rome Resources to be a strong acquisition opportunity for the following reasons:

·    Exploration potential: Rome Resources has identified three prospective areas located in the Projects with high-grade tin in soil anomalies identified.

·     Proximity to world class resource: Alphamin's Mpama North mine, located 8km away from the Projects, is reported by the Edison Group in 2023 as the world's highest-grade tin mine, producing 4 per cent. of the world's tin from analogous geology to the Projects.

·      Exploration team: Rome Resources' exploration team discovered Alphamin's tin resources.

·     Defined roadmap to resource definition: Immediate near-term drilling is anticipated to advance the Projects from the outset.

·    The current global price of tin is 37 per cent. higher than the lowest price during the last 12 months: The demand for tin has been influenced by a number of factors including but not limited to: (i) the energy transition; (ii) disruptions to countries that have traditionally contributed to the global market share of tin production; and (iii) growth of the global artificial intelligence (AI) sector which is expected to contribute to an increase in demand in electronics and electrification.

4.   Information on Rome Resources Ltd

Overview

Rome Resources is a Canada-based early-stage resource exploration company which is listed on the TSX-V under the trading symbol "RMR".

Rome Resources holds exploration rights in respect of the Projects. The Projects comprises two contiguous properties located in the Walikale district of the North Kivu province in the eastern DRC totalling approximately 38.42 km², offering 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 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 PEPM13274 which is currently directly 100 per cent. legally held by Investissement et Développement Immobiliers SARL (the Bisie North Project). Further details of this structure are set out later in this section of the document.

Rome Resources' main focus is to advance the Projects through a targeted exploration programme with a view to early mineral resource definition followed by potentially securing joint venture funding and/or a trade sale. The existing directors and senior management of Rome Resources have substantial experience and knowledge of acquiring, exploring and developing significant value in exploration assets and in particular, knowledge of the requirements of operating successfully in the DRC.

It is emphasised that the Projects are early-stage and the current scope of work permitted in respect of the Projects is limited in nature. In addition, as at the date of this announcement, the Projects have not been sufficiently appraised in order to provide any proved or probable mineral reserves nor any measured, indicated or inferred mineral resources. The potential effects on the Enlarged Group in the event that the Projects remain in their current form are outlined in the Risk Factors in Part II of the Admission Document.

Summary table of Rome Resources' assets

* Rome Resources' interest is an indirect 51.5 per cent. beneficial interest in PEPM13274 which is currently directly 100 per cent. legally held by Investissement et Développement Immobiliers SARL.

** Rome Resources' interest is an indirect 51 per cent. beneficial interest in PR15130, which is currently 100 per cent. directly legally owned by Palm Constellation.

Tin industry overview

According to the United State Geological Survey, tin is one of the earliest metals known to humanity. In this respect, tin is reported to be found in aspects of everyday life and is considered to be an important metal in several sectors. While tin has a broad range of applications, Geoscience Australia reported that the largest use of tin today is as solder in almost all electronic applications. In this respect, in April 2024 Bloomberg reported that consumption of solder has been boosted by the growth of the global artificial intelligence (AI) sector which is expected to contribute to an increase in demand in electronics and electrification. More traditional prominent applications of tin include tinplate for canned foods and drinks, a component of bronze, as well as pottery and glass making.

The International Tin Association reported in 2024 that global refined tin production is estimated to have reached 370,100 tonnes in 2023. In terms of geographical footprint the International Tin Association has separately reported that the largest producer of tin is China. This is followed by Indonesia, Myanmar, Thailand and the South America region (comprising predominantly Bolivia, Brazil and Peru).

Recent commentary on the tin market indicates a consensus of commentators who believe that there will be a medium to long term pressure on tin supply. As a result, as reported by the Oregon Group in April 2024, tin supply is expected to remain tight over the next decade. China, Myanmar, Indonesia and Peru, the world's major producers of tin resources, are under severe pressure and are delaying exports. Most notably, in January 2024 it was reported by the news agency Reuters that stock of tin in China is falling with imports rising and in turn it was suggested that domestic output is not matching demand.

The demand for tin has been further influenced by the energy transition. Wood Mackenzie, the global provider of data and analytics, reported that the energy transition is the biggest long-term demand driver for tin. McKinsey & Company expects the shift towards a low-carbon economy to be materials-intensive. For example, it is reported that there is three times the amount of tin in an electric vehicle compared to a conventional vehicle.

More broadly, the importance of tin is reinforced by the fact that tin is classified as a critical mineral in the United States. This is due to the United States reliance on a small number of suppliers, including China.

Recent developments in the tin industry include a seemingly unlikely agreement between industry and the British Crown to develop tin resources on Duchy of Cornwall land, pointing to the growing social acceptability of mining for tin.

Formation of tin

Cassiterite (SnO₂) is the principal source of tin metal. However, small amounts of tin are also recovered from complex sulfides such as stannite, cylindrite, franckeite, canfieldite and teallite.

The occurrence of tin can be broadly isolated into two categories, namely primary and secondary deposits. Primary deposits represent ore deposits directly and are typically associated with granite intrusive rocks which form when magma bodies solidify beneath the earth's surface. In contrast, secondary deposits are the product of weathering and erosion of primary deposits and in essence secondary tin deposits can be found in surface sediments. It is reported by the United State Geological Survey that most of the world's tin is produced from secondary deposits.

Tin market dynamics

Currently, 97 per cent. of the world's tin supply comes from developing economies, and approximately 40 per cent. of it comes from artisanal and small-scale miners, making the industry highly unsustainable. Moreover, most of the world's tin is obtained through alluvial mining, which is detrimental to the environment. Rome Resources' asset is not an alluvial mining project.

Since 1985, only four new tin mines have been placed into production, and there are currently only a few operating and sustainable projects. This situation, combined with the fact that leading tin-producing nations have exhausted their near-surface high-grade tin deposits, and their mines are getting deeper, lower grade, and more expensive, has led to a depleted supply chain. The London Metal Exchange and the Shanghai Metals Market are experiencing historically low levels of tin supply, and deficits are expected to persist in the foreseeable future.

With China being the world's largest tin producer and consumer of tin, the region accounted for approximately 30 per cent. of the global tin supply and 47 per cent. of global tin consumption in 2022. Despite this large market position, China's tin production has consistently declined over the past 15 years along with the global tin reserves. According to the United State Geological Survey' projections, this trend is expected to continue, and the supply deficit is expected to worsen beyond 2030. Similarly, disruptions in Indonesia, Myanmar and the Democratic Republic of Congo have contributed to the reduction of tin supply.

The above disruptions contributed to a rally in tin prices in the early part of 2024, with the S&P Global reporting benchmark tin 3-month contracts prices reaching record highs in 2024.

Looking more closely to the future, Roskill Commodity Research (now part of Wood Mackenzie) forecasts indicate that total market demand for refined tin will exceed 515,000 tons by 2030. Most of the increased demand is anticipated to be from electronic and industrial solder requirements (40 per cent.) and lithium-ion batteries (9 per cent.).

Demand increase in tin is anticipated to require substantial amounts of new refined tin and additional tin sources. With refined tin production well under capacity, it is considered that the mine supply constraint is the bottleneck in the tin market.

Over the outlook period to 2030, refined tin supply is largely expected to ramp up to meet demand. This is especially considering the anticipated impact of the increasing use of lithium-ion batteries toward the latter stages of the decade noting that electric vehicles sales are set to reach 50 per cent. of new car sales by 2030.

Background to the DRC and its mining sector

General

The DRC is located in central Africa and is reported to be about the size of western Europe. As the second largest country on the continent, the DRC is considered to be rich in natural resources, including minerals such as gold, cobalt and copper, hydropower potential, significant arable land, immense biodiversity, and the world's second-largest rainforest.

The World Bank reported that real GDP growth in the DRC remained robust at 7.8 per cent. in 2023 (2022: 8.9 per cent.) and was supported by a strong mining sector which contributed to 70 per cent. of the DRC's overall growth in 2023. The World Bank further reported that GDP growth is expected to be moderate in 2024 at 6 per cent. and is anticipated to stabilise to around 5.8 per cent. over 2025 to 2026, driven by the mining sector. 

Notwithstanding the above GDP growth, most people in the DRC have not benefited from this growth. In this regard, the DRC is reported to be among the five poorest nations in the world. An estimated 74.6 per cent. of Congolese people lived on less than US$2.15 a day in 2023. It is further estimated that about one out of six people living in extreme poverty in sub-Saharan Africa live in the DRC.

The DRC concluded general elections in December 2023. This led to a second 5-year term for incumbent President Felix Tshisekedi. It was reported that an agreement was reached on forming a government on 29 May 2024, reaching political consensus, increasing the presence and credibility of the state, including through improved governance, and advancing structural reforms are key to maintaining stability and peace, attracting investments, and creating jobs.

Security

The DRC has for decades been riven by war. Armed rebels are reported to have also been active for decades across the eastern part of the DRC. The environment around the city of Goma consists of a patchwork of small areas controlled by armed groups, ranging from the Rwanda-backed March 23 Movement (M23) group to local gangsters driven primarily by financial motives. The Southern African Development Community force was deployed in December 2023 to support the Government of the DRC to restore peace and security in the eastern part of the DRC. Following the formation of a new government in the DRC in late May 2024, it is anticipated forces in the region will be strengthened.

The Projects area lies approximately 155km from Goma and is therefore sufficiently far away from any fighting. The distance is amplified by the lack of local infrastructure such as metalled roads. As a precaution Rome Resources has decided to relocate its base for support operations to Bukavu, which is located approximately 100km south of Goma. From there aerial flight lines to the Projects avoid any current or anticipated future rebel activity. With this in mind, there has been no reported incidents close to the Projects area. Rome Resources has diligently been monitoring the security situation around Goma in collaboration with the helicopter operators in order to react to any change in circumstances.

The Alphamin Mpama North mine is situated 8km to the south of the Bisie North Project. This mine has been operating since 2019 with no reported security issues either prior to or following the commencement of tin production.   

Mining Sector

Mining represents a critical sector for the development of the DRC and has long been the backbone of the region's economic activity. In this regard, the mining sector has dominated the Congolese economy for over 100 years. This domination is unsurprising, given that the DRC is rich in minerals.

The DRC possesses the world's largest reserves of cobalt, with the Katanga Copper Belt's cobalt reserves totalling 5 million tonnes. The United State International Trade Administration reported that the DRC was the fourth largest producer of industrial diamonds in 2022 with a production of 4.3 million carats of diamond. Similarly, in March 2024 the news agency Reuters reported that the DRC was the world's second largest producer of copper in 2024, surpassed only by Chile. Other significant mineral resources in the DRC include gold, lithium, tin, tantalum and tungsten.

The Congolese mining code was enacted by the Congolese congress in 2002, replacing outdated mining legislation. This resulted in both an increase in foreign direct investments and a steady increase in copper production in the years prior to the global financial crisis of 2008. Despite the global financial crisis of 2008, more than 1 million tonnes of copper were transported in 2014, up from 9,000 tonnes in 2003, the year a peace agreement officially ended the civil war.

The Congolese mining code was substantially amended in March 2018. Despite reinforcing local content requirements and reducing tax incentives, the DRC's mining sector continues to grow. In 2022 it was reported that the mining sector remained the main driver of growth with a mining output growth of 22.6 per cent.

Background and history of Rome Resources

Rome Resources was incorporated in British Columbia, Canada, on 11 April 1990, continued into Yukon on 27 August 2001 and continued back into British Columbia on 25 August 2005. Since incorporation, Rome Resources' core activities have been concentrated within the business of mineral exploration. Prior to focusing on the Projects, Rome Resources held mineral interests across central-western Argentina and Mexico.

The common shares of Rome Resources traded on Tier 2 of the TSX-V until 11 February 2016 when the Rome Resources' listing was transferred to NEX, which is a board of the TSX-V, as a result of not having maintained the requirements for a TSX-V Tier 2 company. On 1 April 2016, the British Columbia Securities Commission issued a cease trade order against Rome Resources due to Rome Resources' omission to file annual audited financial statements for the year ended 30 September 2015, interim financial report for the financial period ended 31 December 2015 and a form 51-102F1 management's discussion and analysis for the periods ended 30 September 2015 and 31 December 2015. Consequently, on 4 April 2016 trading in the common shares of Rome Resources was suspended on NEX.

The business' mineral interests in Argentina and Mexico were eventually forfeited due to non-payment of maintenance fees due to being a dormant company. As part of Rome Resources' reactivation strategy, Rome Resources raised approximately CA$840,000 which was announced 26 May 2022. On 22 November 2022, Rome Shares eventually was reinstated for trading on the TSX-V as a Tier 2 issuer.

On 24 May 2022, Rome Resources announced, inter alia, that it had reached an agreement in principle to acquire majority interests in what is now known as the Bisie North Project. On 22 August 2022, Rome Resources subsequently announced that on 15 August 2022 it finalised definitive option agreements to acquire majority interests in two properties situated in the Walikale district of the North Kivu province in the eastern DRC. The two contiguous properties are referred to collectively as the "Projects". 

As at the date of this announcement, Rome Resources is a reporting issuer in the provinces of Alberta and British Columbia, each in Canada.

The Projects

The Projects are interpreted as a base-metals bearing vein systems adjacent to an underlying granite from which the mineralising fluids are thought to have originated. The cassiterite (a tin oxide) and base metal sulphide mineralisation (including copper, zinc, lead and silver) is hosted within a variety of micaceous schists, which are heavily chloritised within and immediately adjacent to the mineralised zones.

The Projects exploration area lies just 8km northwest of the Mpama North tin mine which is owned by Alphamin and was reported by the Edison Group in 2023 to be the highest grade tin mine in the world. Furthermore, the Mpama North tin mine was responsible for producing 4 per cent. of the world's mined tin supply and Alphamin has reported plans to ramp up production to 7 per cent. of tin supply once their Mpama South deposit comes onstream. 

Rome Resources has identified three prospective areas located within the Projects to date: Mont Agoma, Mont Agoma Northwest and Kalayi. Historical artisanal workings for cassiterite occur at Mont Agoma Northwest and small-scale artisanal mining, also for cassiterite, is underway in the Kalayi area (Kalayi Boeing). The Mont Agoma mineralisation is polymetallic with extensive zones of copper, zinc and minor lead-sulphide, silver and tin mineralisation. However, no previous mining is known to have occurred at Mont Agoma.

In terms of exploration, two soil sampling programmes were conducted by Rome Resources in 2021 and 2022 to identify and delineate tin and base metal anomalies. A high-grade tin in soil anomaly (above 80 ppm tin) of 800 metres strike was delineated at Kalayi, with anomalous tin (above 40 ppm tin) occurring over approximately 2,000 metres. At Mont Agoma, a high grade tin in soil anomaly was identified over 1,000 metres strike within which tin in soil grades reach values of >500 ppm tin over approximately 400 metres. Both anomalies were followed up by diamond core drilling.

A total of 24 diamond drillholes were drilled by Rome Resources at the Projects: eighteen at the Mont Agoma prospect; four at the Kalayi prospect; and two at the Mont Agoma Northwest target. Three of the drillholes collared at Mont Agoma were abandoned at depths of less than 50 metres and were redrilled for a total of 15 completed holes. The drilling is preliminary in nature aimed at investigating the mineralisation beneath the artisanal workings or under the extensive geochemical anomaly at Mont Agoma.  

At Kalayi, a single line of four drillholes was completed, aimed at investigating mineralisation below artisanal workings. Two of the holes intersected significant tin (cassiterite) mineralisation associated with silicification in narrow shear zones.

Extensive massive and semi-massive base metal sulphide zones were intersected in the majority of the drillholes at Mont Agoma, together with significant tin in cassiterite intercepts within or proximal to the sulphide zones.

No significant mineralisation was intersected in either of the two holes drilled at Mont Agoma Northwest.

A Competent Person's Report prepared by MSA Group (Pty) Ltd, set out in Part IV of the Admission Document, has concluded that the properties have been acquired on the basis of sound technical merit and that the properties are sufficiently prospective, subject to varying degrees of exploration risk, to warrant further resource development.

Further details of the Enlarged Group's Projects can be found in section 1 of the Competent Person's Report which is outlined in Part IV of the Admission Document.

Projects ownership

On Admission, the Enlarged Group's corporate structure and associated interests in the Projects is anticipated to be as outlined in table 2 of the Admission Document.

A breakdown of Rome Resources' current ownership interests in the Projects is outlined below.

PEPM13274 - Kalayi

§ Overview

PR13274 (Permit de Recherches (mineral exploration permit)) was converted to PEPM13274, Permis d'Exploitation des Petites Mines (a small scale exploitation permit) on 18 July 2023. PEPM13274 is made up of 36 cadastral squares (carrés) forming a polygon with six corner points and a total surface area of 30.74 km². The permit was granted to Investissement Et Developpement Immobiliers SARL on 18 July 2023 for a period of five years. Further details in relation to PEPM13274 can be found in section 4.2.1 of the Competent Person's Report which is outlined in Part IV of the Admission Document.

§ Ownership

As at the date of this announcement, Rome Resources holds a direct 71 per cent. legal interest in MRDC, that in-turn holds an indirect 72.5 per cent. beneficial interest in PEPM13274 pursuant to a contractual joint venture agreement entered into between MRDC and IDI dated 11 January 2022, as amended, further details of which are set out in paragraph 12.10(a) of Part IX of the Admission Document. PEPM13274 is directly 100 per cent. legally held by IDI. As a result, Rome Resources' ultimate interest in PEPM13274 is an indirect beneficial 51.5 per cent.

§ Conditions to continued operations

IDI, as the PEPM13274 permit holder, must apply for a commencement of work certificate that is required to be issued before 4 August 2024 to guarantee continuation of the permit, which the Placing and Admission will facilitate. Notwithstanding this requirement, IDI is not in breach of any of the terms of PEPM13274 nor of any of any matter that can cause the revocation or forfeiture of PEPM13274 as listed in the DRC Mining Code and no additional conditions in respect of PEPM13274 have been imposed.

PR15130 - Mont Agoma

§ Overview

PR15130 (Permis de Recherches (mineral exploration permit)) is made up of 9 carrés forming a square shaped polygon with four corner points and a total surface area of 7.69 km². PR15130 is located immediately adjacent to the northeastern carrés of PEPM13274 and together the permits form a contiguous rectangle. The permit was granted to Palm on 15 December 2021 for a period of five years. Further details in relation to PR15130 can be found in section 4.2.2 of the Competent Person's Report which is outlined in Part IV of the Admission Document.

§ Ownership

As at the date of this announcement, Rome Resources holds an indirect 51 per cent. beneficial interest in PR15130, which is currently 100 per cent. directly legally owned by Palm. Rome Resources' indirect 51 per cent. beneficial interest was acquired from CoTin pursuant to the terms of an option agreement entered into between Rome Resources and CoTin dated 15 August 2022, as amended, pursuant to which Rome Resources exercised its option to acquire 51 per cent. of CoTin's indirect 70 per cent. beneficial interest in PR15130, reducing CoTin's indirect beneficial interest to 19 per cent. Further details of the CoTin Option Agreement are set out in paragraph 12.12(b) of Part IX of the Admission Document. CoTin acquired its initial indirect 70 per cent. beneficial interest in PR15130 pursuant to a contractual joint venture agreement entered into between CoTin and Palm dated 11 February 2022, further details of which are set out in paragraph 12.12(a) of Part IX of the Admission Document.

§ Conditions to continued operations

As at the date of this announcement, Palm is not in breach of any of the terms of PR15130 nor of any of any matter that can cause the revocation or forfeiture of PR15130 as listed in the DRC Mining Code and no additional conditions in respect of PR15130 have been imposed.

Proposed restructuring of the Projects

As at the date of this announcement, IDI and Palm, being the 100 per cent. legal holders of PEPM13274 and PR15130 respectively, are in the process of transferring their 100 per cent. legal interests in the licences to Kalayi Tin SARL and Mont Agoma SARL, respectively.

Kalayi Tin SARL is a limited liability company incorporated in the DRC that was established by MRDC and IDI for the purposes of being the entity to which IDI agreed to transfer its 100 per cent. legal interest in PEPM13274 (the Bisie North Project), pursuant to the terms of the MRDC JV Agreement. Kalayi Tin SARL is held 72.5 per cent. by MRDC, with the remaining 27.5 per cent. being held by DRC national Mr Wathuma, satisfying the requirement for a minimum of 25 per cent. Congolese ownership in the permit. Following completion of the transfer of PEPM13274 from IDI to Kalayi Tin SARL, Rome Resources will continue to hold an indirect 51.5 per cent. interest in PEPM13274, through its direct 71 per cent. shareholding in MRDC.

Mont Agoma SARL is a limited liability company incorporated in the DRC that was established by CoTin and Palm for the purposes of being the entity to which Palm agreed to transfer its 100 per cent. legal interest in PR15130 (the Bisie North-East Project), pursuant to the terms of the CoTin JV Agreement. Mont Agoma SARL is held 19 per cent. by CoTin, 30 per cent. by Palm and 51 per cent. by Rome Resources. Following completion of the transfer of PR15130 from Palm to Mont Agoma SARL, Rome Resources will hold a direct 51 per cent. interest in PR15130.

IDI has executed a transfer agreement with Kalayi Tin SARL for the transfer of PEPM13274 to Kalayi Tin SARL, and Palm has executed a transfer agreement with Mont Agoma SARL for the transfer of PR15130 to Mont Agoma SARL. Transfer applications in respect of each such transfer have been registered with the DRC Mining Cadastre. The DRC Minister of Mines has also been provided with the following in respect of each such transfer application:

§ an opinion on the technical investigation conducted by the Directorate of Mines;

§ an opinion on the environmental investigation conducted by the DRC agency responsible for protecting the environment; and

§ a favourable opinion from the DRC Mining Cadastre.

The transfer applications together with the above documents remain subject to review and either approval or refusal by the DRC Minister of Mines. If the transfers are approved, the DRC Mining Cadastre will register the transfers after payment of a registration tax amounting to 1 per cent. of the respective transfer price. As at the date of this announcement, Kalayi Tin SARL and Mont Agoma SARL are responsible for paying the registration taxes in relation to PEPM13274 and PR15130 respectively.

The timing of the receipt of the outstanding DRC Minister of Mines approval in relation to the proposed restructuring of the Projects remains outside of Rome Resources' and Pathfinder Minerals' control. Admission is not conditional on completion of the proposed restructuring and transfer of permits. In addition, there can be no certainty that the proposed restructuring of the ownership interests in the Projects will complete or complete on the terms outlined above.

Accordingly, until completion of the proposed restructuring and transfer of permits occurs, the Enlarged Group will be afforded limited protections in circumstances including, but not limited to; (i) where the joint venture agreements governing the Enlarged Group's beneficial interest in either PEPM13274 and PR15130 is terminated; (ii) where the current legal owners of the Projects (Palm Constellation SARL and Investissement et Développement Immobiliers SARL) become insolvent; or (iii) where either PR15130 or PEPM13274 is expropriated.

Rome Resources and MRDC also hold options and rights to further increase their ownership interests in the Projects.

In respect of PEPM13274 (the Bisie North Project):

§ pursuant to the MRDC JV Agreement and the MRDC Shareholders' Agreement Term Sheet (further details of which are set out in paragraphs 12.11(a) and 12.11(d) of Part IX of the Admission Document), at any time within three years of 11 January 2022, MRDC may elect to acquire from Mr Wathuma 7.5 per cent. of his interest in Kalayi Tin SARL for a total of US$2,000,000 payable within 30 days of giving such notice. After the exercise of such an election, Mr Wathuma's interest in Kalayi Tin SARL will decrease from 27.5 per cent. to 20 per cent. and MRDC's increase will increase from 72.5 per cent. to 80 per cent., therefore increasing Rome Resources' indirect 51.5 per cent. interest in PEPM13274 through its shareholding in MRDC to 56.8 per cent. (or 72 per cent. if Rome Resources has exercised its option under the MRDC 19 per cent. Option Agreement referred immediately below); and 

§ pursuant to the MRDC 19 per cent. Option Agreement (further details of which are set out in paragraph 12.11(c) of Part IX of the Admission Document), Rome Resources has an agreement with Reitmeier and MRDC to acquire a further 19 per cent.  interest in MRDC from Reitmeier. Following completion of such acquisition, Reitmeier's interest in MRDC will decrease from 29 per cent. to 10 per cent. and Rome Resources' interest in MRDC will increase from 71 per cent. to 90 per cent., therefore increasing Rome Resources' indirect 51.5 per cent. interest in PEPM13274 through its shareholding in MRDC to 65.25 per cent. (or 72 per cent. if MRDC has exercised its option under the MRDC JV Agreement and the MRDC Shareholders' Agreement Term Sheet referred immediately above).

In respect of PR15130 (the Bisie North-East Project):

§ pursuant to the Palm 15 per cent. Option Agreement and the Palm Assignment and Assumption Agreement (further details of which are set out in paragraphs 12.12(c) and 12.12(d) of Part IX of the Admission Document), Rome Resources (or the Company, if it exercises its rights under the assignment and assumption agreement) has an agreement with Palm to acquire a further 15 per cent. interest in Mont Agoma SARL. Following completion of such acquisition and completion of the transfer of PR15130 to Mont Agoma SARL, Palm's interest in Mont Agoma SARL and therefore PR15130, will decrease from 30 per cent. to 15 per cent., CoTin's interest will remain at 19 per cent. and Rome Resources interest will increase from 51 per cent. to 66 per cent. (or 75 per cent. if Rome Resources has exercised its option under the Mont Agoma 9 per cent. Option Agreement referred immediately below); and

§ pursuant to the Mont Agoma 9 per cent. Option Agreement (further details of which are set out in paragraph 12.12(e) of Part IX of the Admission Document), Rome Resources has an agreement with CoTin, Mont Agoma SARL and the Company to acquire a further 9 per cent. interest in Mont Agoma SARL from CoTin. Following completion of such acquisition, CoTin's interest in Mont Agoma SARL will decrease from 19 per cent. to 10 per cent. and Rome Resources' interest in Mont Agoma SARL and therefore PR15130, will increase from 51 per cent. to 60 per cent. (or 75 per cent. if Rome Resources has exercised the Palm Option under the Palm 15 per cent. Option Agreement and the Palm Assignment and Assumption Agreement referred immediately above).

Business model and operations

Business model

As an early-stage resource exploration company, Rome Resources' core business model is to identify, scope and execute mineral resource drilling programmes, with a concentration in previously identified polymetallic and "tin in soil" anomalies. With this core strategy in mind, in the short to medium term Rome Resources intends to develop its flagship Projects up to a pre-feasibility/feasibility level. Upon reaching these milestones, Rome Resources intends to generate revenues through exploring trade sales of the Projects to larger and more mature operators.

In delineating the resource, the Directors believe this would create a compelling value proposition for existing or aspiring tin producers to acquire the Projects or the vehicle holding the Projects as well for investors to support further development. The Directors believe that the location of the Projects, 8km from tin ore processing and export infrastructure, significantly reduces the capital requirements to first production and the abundant local workforce will enable operating costs to be very competitive.

In addition to exploring potential trade sales, Rome Resources intends to also retain the flexibility to potentially further developing the Projects to production by introducing a fit for purpose mine development team to the business who would develop the asset to first revenue. Any such strategy is likely to be in conjunction with a joint venture partner and involve an offtake agreement with industry participants.

Operations

Rome Resources' registered office and headquarters is currently located in Canada. The majority of Rome Resources' operations is concentrated in the North Kivu province of the DRC. In this respect, Rome Resources has established an exploration camp within the vicinity of the Projects. This comprises tented accommodation, wooden offices, kitchen, stores and ablution facilities, a helicopter pad, a satellite communication dish, water reticulation, power generation and drillhole core storage and sample processing facilities. The exploration camp has the capacity to cater for up to 50 people, with the potential for further expansion, subject to incurring minimal construction costs.

As a result of the remote location of the Projects, access to the surrounding site is currently restricted due to the limited local infrastructure. Consequentially, Rome Resources currently contracts the services of a helicopter company out of South Africa to maintain access to the Projects site. The Projects are located approximately 8km from infrastructure constructed and put in place by Alphamin and can be further upgraded at minimum costs utilising local contractors, if needed.

Proposed exploration programme

Rome Resources has a planned exploration drilling programme and budget to be carried out upon acquisition by Pathfinder. A total of 16 diamond drillholes are planned at the Kalayi and Mont Agoma prospects: 8 at Kalayi and 8 at Mont Agoma for a total of 2,700 m.

The first phase of 12 diamond drill holes (1,360 m) at Kalayi are planned to result in a grid of approximately 100 m along strike and 50 m down dip to cover approximately 600 m of more than 80 ppm tin in soil anomaly. The second phase of 8 diamond drill holes (1,885 m) at Mont Agoma are planned to cover approximately 700 m of the tin in soil anomaly at the same spacing as at Kalayi.

The programme is planned to show continuity of significant tin mineralisation identified at Kalayi over 600 m along strike and is aimed at defining mineralisation continuity consistent with that of an Inferred Mineral Resource. At Mont Agoma significant high-grade copper, zinc, silver and elevated tin mineralisation has been identified over significant widths in previous drilling. The primary aim of the programme is to confirm a mineralised model of vertical zonation, similar to San Rafael in Peru, and to target tin mineralisation at depths of 50 m to 100 m below the current drilling where the interpretation could indicate higher tin grades. Drilling will target the copper, silver, zinc and tin zone with one hole extended to intersect the entire approximately 100 m wide zinc zone every 200 m along strike.

The budgeted cost for the programme (phase one and phase two) is £1,120,000. A third contingent phase of diamond drilling comprised of 6,000 metres at an additional cost of £3,000,000 will be planned on completion of phase one and phase two (as outlined in the table below which is extracted from the Competent Person's Report), subject to favourable results, in order to further define the nature of the mineralisation. For the avoidance of doubt, this third contingent phase of diamond drilling does not form part of the proposed use of the Placing proceeds.

Proposed exploration budget for phase one and two

Further details of the Enlarged Group's planned exploration programme can be found in section 26.1 of the Competent Person's Report which is outlined in Part IV of the Admission Document.

Indicative timetable

The first phase of drilling is anticipated to commence shortly after Admission. In this regard, three drill rigs with an optional fourth will be active throughout the summer months. It is anticipated that the drilling programme will be completed by the early part of the fourth quarter 2024 and the analysis, including delineation of any resources by a competent person, will occur before the end of 2024. The Directors anticipate that the Enlarged Group will be in a position to decide on the next steps for the Projects in early 2025.

Competition

The Directors believe that there are no known competitors active in the region. It is understood that Alphamin, a local operator in the region, is a mining company focused on production rather than early-stage exploration. The Directors believe that the only other potential ground owners are small scale artisanal miners in the area who generally operate illegally and opportunistic Congolese entrepreneurs with no mining or exploration experience who acquire licences with the aim of entering into joint ventures with established exploration companies, such as that of the Enlarged Group.

Furthermore, the UK government's guidance on overseas business risks for the DRC reports that the DRC has one of the most difficult business environments in the world. The Directors believe that this contributes to the reduced number of foreign junior exploration companies operating in the DRC. With this in mind, the Directors further believe that the Enlarged Group is positioned well to operate in the DRC noting that certain members of Rome Resources have successfully operated in the region in the past.

Competent Person's Report

Set out in Part IV of the Admission Document is the CPR prepared by MSA Group (Pty) Ltd as required by the AIM Rules and prospective investors are advised to read this section in full for an independent assessment of the Projects' mineral potential, drilling programme, a description of the property, geology, exploration, taxation and other relevant matters.

5.   Summary financial information

Rome Resources

The table below sets out Rome Resources' summary financial information for the last three financial years ended 30 September 2023. The historical information was prepared and audited under IFRS. The summary below has been extracted from the Appendix of the Admission Document. In order to make a proper assessment of the financial performance of Rome Resources' business, prospective investors should read the Admission Document as a whole and not rely solely on the key or summarised information in this section.

Unaudited pro-forma financial information is contained in Part VII of the Admission Document to illustrate the effect of the Proposals on the Enlarged Group.

Since Rome Resources was reinstated for trading on the TSX-V in November 2022, Rome Resources has principally been financed through equity. In this regard, Rome Resources has raised approximately CA$4.66 million in equity investment since November 2022.

As an early-stage exploration company, Rome Resources has historically been loss-making. At an operational level, there has been significant cash consumption in order to advance the development of the Projects.

Pathfinder

The audited annual reports and accounts for the Company for the financial years ending 31 December 2023, 2022 and 2021 are incorporated by reference under the exemption set out in Rule 28 of the AIM Rules. These reports and accounts are available online at the Company's website: www.pathfinderminerals.com/investor-relations/financial-reports-and-presentations/financial-reports/2023.aspx.

6.   Strategy of the Enlarged Group

On Completion, the Company will own 100 per cent. of Rome Resources and as a result Rome Resources will become the Company's core business. The strategy of the Enlarged Group will be to develop the assets of Rome Resources, namely the two permits comprising the Projects. This development will take the form of a first phase of significant infill drilling of the previously identified tin and associated metal occurrences with a target of delineating a mineral resource for the assets. Subsequently, a decision will be made as to whether to further progress the Projects through feasibility studies or market the assets for potential sale or joint venture partnership. In parallel, long term the New Board intends to evaluate additional assets for inclusion in the business based on a commodity and geographical fit for the business.

The principal place of operations of the Enlarged Group will be the DRC with effect from Admission.

7.   Current trading and prospects

Pathfinder

On 8 May 2024, Pathfinder announced its audited financial results for the year ended 31 December 2023 (FY 2023). During this period, Pathfinder generated nil revenue (FY 2022: nil) and a loss before tax of £1,043k (FY 2022: £376k). As at 31 December 2023, Pathfinder held cash and cash equivalents of £1.396 million (31 December 2022: £46k).

Rome resources

Summary of performance in the financial year ended 30 September 2022

During the financial year ended 30 September 2022 ("FY 2022"), Rome Resources generated nil revenue, recorded a gain on the settlement of accounts payable totalling CA$151,318, incurred property investigation costs of CA$516,790 and reported a loss before tax of CA$698,230. As at 30 September 2022, Rome Resources had cash and equivalents of CA$743,652, and working capital of CA$587,763. Financing activities during FY 2022 totalled CA$1,458,586 and consisted of CA$618,586 received from a private placement financing, and CA$840,000 received in advance for a financing completed in FY 2023.

Exploration by Rome Resources during FY 2022 was limited to soil sampling on both PR13274 and PR15130. In this regard, all samples were submitted to ALS Limited, a global leader in providing laboratory testing, inspection, certification and verification solutions, in Johannesburg, South Africa for analysis. Two highly significant soil anomalies, Kalayi and Mont Agoma, with a combined strike length of 3-4 km were identified as priority targets. Additional low-level anomalies were also identified for future follow up. Rome Resources also commenced with camp construction and drill pad preparation during this period.

Summary of performance in the financial year ended 30 September 2023

During the financial year ended 30 September 2023 ("FY 2023"), Rome Resources generated nil revenue, recorded a gain on the settlement of accounts payable totalling CA$10,345, incurred stock-based compensation expense of CA$912,013 for options granted to directors and officers and reported a loss before tax of CA$1,453,898. As at 30 September 2023, Rome Resources had cash and equivalents of CA$87,687, and negative working capital of CA$850,549. Financing activities during FY2023 totalled CA$3,295,467, comprising CA$3,894,923 received from private placements that closed during the financial year less CA$840,000 received in the prior financial year, plus CA$240,544 received in loans.

During FY 2023, Rome Resources received regulatory approval to enter into two option agreements to acquire majority interests in two contiguous properties referred to collectively as the Projects. Investing activities during FY 2023 were CA$3,956,106 comprising CA$2,143,299 in exploration and evaluation costs and CA$1,812,807 for the acquisition of an associated company.

At an operational level, diamond drill rigs were mobilised in December 2022 and Rome Resources commenced drilling around the end of 2022. Drilling continued on both tenements up until July 2023. Four diamond drill holes were drilled at Kalayi and 15 holes were drilled at Mont Agoma. All diamond cores were logged and selected intervals were sampled. All samples were prepared at an accredited Congolese analytical laboratory in Lubumbashi with representative pulps sent to ALS Limited in South Africa for polymetallic analysis. Significant tin mineralisation was identified at Kalayi and a 250 m wide sulphide zone with zinc, copper, silver and tin mineralisation was identified from surface at Mont Agoma and will be followed up at depth and along strike once additional drilling commences. Camp construction continued and all formalities were concluded allowing the company to operate in compliance to DRC law.

Summary of performance to date in the financial year ending 30 September 2024

For the financial year ending 30 September 2024, activities have so far been limited to infill soil sampling, manual excavation of one trench and camp refurbishment. All samples were analysed using a handheld Niton XRF analyser. Soil sampling defined a 700 m high grade tin in soil anomaly which continues to the north and south of current drilling. A 13 m anomalous tin zone was defined in the single trench.

8.   Principal terms and financial effect of the Acquisition

The consideration for the Acquisition

Under the terms of the Arrangement Agreement, the Company has conditionally agreed to acquire the entire issued share capital of Rome Resources for a consideration to be settled through the issue of 2,351,657,348 new Ordinary Shares to the shareholders of Rome Resources on Admission. Based on the Consideration Price, the Consideration represents a value of approximately £7,054,972.04 or CA$12,134,551 using an exchange rate of 1.72 GBP:CAD.

The Consideration Shares represents approximately 222 per cent. of the Existing Ordinary Shares and 48.27 per cent. of the Enlarged Share Capital.

Furthermore, under the terms of the Arrangement Agreement, up to 113,332,000 Replacement Warrants and up to 81,091,000 Replacement Options will be made available to security holders of Rome Resources. Further information in relation to the Replacement Warrants and Replacement Options is set out in paragraph 12.8 of Part IX of the Admission Document.

The Arrangement Agreement contains representations and warranties given by each of Rome Resources and the Company in favour of the other relating to, among other things, organization and qualification; authority relative to the Arrangement Agreement; required approvals, constating documents and certain agreements and capitalization.  

The Arrangement Agreement is conditional upon, inter alia; (i) the Resolutions being passed; (ii) at least 66⅔ per cent. of the votes cast by Rome Shareholders having voted in favour of the Arrangement Agreement at a meeting of the shareholders of Rome Resources (the "Rome Meeting"), scheduled to be held on 12 July 2024; or such other date as the Company and Rome Resources may agree (iii) at least a simple majority of the votes cast by shareholders of Rome Resources (excluding the votes of certain "related parties" of Rome entitled to receive a "collateral benefit in connection with the Acquisition), as such terms are defined under applicable Canadian securities laws) having voted in favour of the Arrangement Agreement at the Rome Meeting; (iv) at least a simple majority of the votes cast by shareholders of Rome Resources (excluding the votes of certain "related parties" of Rome) having voted in favour of certain other resolutions proposed for approval at the Rome Meeting; (v) the approval of the Court of British Columbia, Canada; (vi) the receipt of certain regulatory approvals; (vii) no material adverse effect (as defined in the Arrangement Agreement) having occurred; (viii) the representations of Rome Resources and the Company being true and accurate as at completion; (ix) the satisfaction of certain other closing conditions customary in acquisitions of this nature; and (x) Admission.

A termination fee is payable by the Company to Rome Resources, and vice versa, should certain conditions not be satisfied, including failure to obtain the requisite approvals by shareholders of the Company and Rome Resources, failure by the directors of the Company and Rome Resources to recommend to their shareholders to vote in favour of the Acquisition or a breach of the representations, or, warranties and covenants set out in the Arrangement Agreement. The termination fee is an amount equal to the legal and other professional costs properly incurred in connection with the transactions contemplated by the Arrangement Agreement, subject to a maximum of CA$500,000.

Further details of the Arrangement Agreement are set out in paragraph 12.8 of Part IX of the Admission Document.

Financial effects of the Acquisition

An unaudited pro forma statement of consolidated net assets and unaudited pro forma income statements of the Enlarged Group, prepared for illustrative purposes only, showing, inter alia, the impact of the Acquisition and Placing on the Enlarged Group is set out in Part VII of the Admission Document.

9.   Directors, Senior Management and Employees

Directors

The Existing Directors will remain on the New Board following Admission and New Directors will be appointed to the New Board effective from the date of Admission.

As a result, the New Board will comprise of the following individuals on Admission:

Paul Anthony Barrett, aged 66, Chief Executive Officer

Paul is a geologist by profession with over 20 years' engineering experience. Paul commenced his career as a geologist at Philips Petroleum Company and held positions at Britoil plc (acquired by BP PLC in 1988), British Coal Corporation and Ranger Oil. Paul subsequently founded and was previously a managing director of Europa Oil and Gas (holdings) plc, an AIM-quoted oil and gas business. He is also a partner in a company which is in a joint venture with Shell and Qatar Energy in South Africa.  Paul joined the board of Pathfinder on 16 August 2023 as an executive director. Paul holds a Bachelor of Science (honours) in Geology from the University of Durham and a Master of Sciences in Petroleum Geology from Imperial College London.

Mark Richard Gasson, aged 66, Executive Chairman

Mark is a geologist by profession with over 35 years' experience in gold and base metals exploration and development across Africa and South America. Mark commenced his career at Anglovaal Limited (now part of African Rainbow Minerals Limited) and has held a number of exploration roles. Mark was instrumental in the discovery of 250,000 tonnes of tin (graded at 3.5 per cent.) at Alphamin Resources Corporation's (TSX-V: AFM and JSE: APH) Bisie tin project. Mark joined the board of Rome Resources on 17 January 2023 and was appointed chief executive officer and president on 20 April 2023. Mark joined the board of Pathfinder on 25 May 2021 originally as an independent non-executive director and will transition to the role of an executive chair on Admission of the Enlarged Group. Mark holds a Bachelor of Science (honours) from the University of Port Elizabeth and is a member of the Australasian Institute of Mining and Metallurgy.

Marc Kay Mathenz, aged 54, Non-Executive Director

Marc is a fellow chartered and certified accountant (FCCA). He commenced his career as an auditor at KPMG (Germany) and subsequently joined Credit Suisse First Boston (UK) as senior associate in the mergers & acquisitions team. Marc has held a number of senior board positions. He was formerly the chief financial officer, head of mergers and acquisitions and a managing director at First Data Asia Pacific, managing director at Fiserv Inc, (Asia Pacific) and is currently the group chief financial officer at Pine Labs Private Limited. Marc holds a Bachelor of Business Administration from Emory University (USA) and a Master of Business Administration from London Business School. Marc is also a charted financial analyst (CFA). Marc will hold the position of senior independent non-executive director on Admission.

Serge Nawej Tshitembu, aged 44, Non-Executive Director

Serge is a qualified lawyer by background and began his legal career in Belgium in 2006. He has held legal positions at DLA Piper LLP (Brussels). In 2014, Serge subsequently co-founded Proxima Law in the DRC focusing on cross border transactions in Africa. Serge is currently based in the DRC and is the beneficial owner of Palm Constellation SARL. He joined the board of directors of Rome Resources on 21 June 2023. Serge holds a Bachelor of Laws (honours) from Faculté Universitaire Saint-Louis Brussels (Belgium) as well as a Master of Law from the Université Libre de Bruxelles, Brussels (Belgium).

Edouard André Denis François Etienvre, aged 41, Non-Executive Director

Edouard is an energy and natural resources executive with over 18 years' experience in the natural resources sector. Edouard commenced his career as an oil and gas equity research analyst at Société Générale S.A and subsequently as an oil and gas finance banker at Bank of Scotland Plc (at the time part of HBOS Plc). Edouard has held senior positions with private companies active in the energy, mining and shipping sectors. He is currently a non-executive director of ASX listed ADX Energy Ltd and AIM quoted Ascent Resources Plc and is the founder of NGX Commodities Ltd. Edouard holds a Master of Science in Management from KEDGE Business School.

Following completion of the Acquisition, the Enlarged Group's senior management team will include the following individuals:

Senior Management

Philip Knowles, Chief Financial Officer

Philip will join the Enlarged Group in a non-board capacity on Admission. Philip is a fellow chartered and certified accountant. He commenced his career as an auditor at Princecroft Willis and subsequently held financial controller and chief financial officer roles at Firestone Diamonds and Stellar Diamonds, respectively. He was formerly chief financial officer and later chief executive officer of the Asset Exchange Group prior to taking on a consultant role as chief financial officer at Silvertree Partners. Philip holds a Bachelor in Accounting and Finance from the University of Exeter and a Master of Business Administration in Global Business from Oxford Brookes University.

Employees

As at the Business Day before the date of this announcement, the Group had 1 employee. Following completion of the Acquisition, the Enlarged Group will have approximately 47 employees.

10.  Details of the Placing

The Placing will raise gross proceeds for the Enlarged Group of approximately £4.0 million (before estimated expenses of approximately £1.1 million (excluding VAT)). On Admission, the Enlarged Group will have a market capitalisation of approximately £14,615,593.82 at the Issue Price.

The Placing Shares will, where applicable, be issued credited as fully paid and will, on Admission, rank pari passu in all respects with the Existing Ordinary Shares and the Consideration Shares, including the right to receive all dividends and other distributions thereafter declared, made or paid on the Enlarged Share Capital.

Placing

Allenby Capital and Oak Securities have, as joint brokers for the Company pursuant to the Placing Agreement, conditionally agreed to use their reasonable endeavours to procure Placees for the Placing Shares at the Issue Price. The Placing Shares will be placed with a number of institutional and other investors introduced by Allenby Capital and Oak Securities. The Placing has not been underwritten by Allenby Capital or Oak Securities.

The Placing Shares represent approximately 27.37 per cent. of the Enlarged Share Capital and will raise gross proceeds for the Enlarged Group of approximately £4.0 million.

The Placing is not underwritten and is conditional, inter alia, upon Admission becoming effective and the Placing Agreement becoming unconditional in all other respects and not being terminated by 8.00 a.m. on 26 July 2024 or such later date (being no later than 9 August 2024) as the Company and Allenby Capital (acting on behalf of itself and Oak Securities) may agree. The Placing Agreement contains provisions entitling Allenby Capital and Oak Securities to terminate the Placing in its entirety in certain customary circumstances prior to Admission becoming effective. If this right is exercised, the Placing will lapse and Admission will not occur.

Use of Placing Proceeds

The Enlarged Group intends to use the net proceeds receivable from the Placing to primarily execute an exploration programme in relation to the Enlarged Group's Projects, as outlined in table 4 in the Admission Document. This includes but is not limited to providing funds for (i) diamond drilling and operational costs; (ii) undertaking assay work and resource reporting in relation to the Projects; (iii) identifying and acquiring new assets, where appropriate; and (iv) developing a long-term commercialisation strategy in relation to the Projects.

11.  Name change

To reflect the business of the Enlarged Group, the Existing Directors are proposing to change the name of the Company to "Rome Resources plc". The change of name will become effective once the Registrar of Companies has issued a new certificate of incorporation on the change of name. This is expected to occur on or around Admission. The tradeable instrument display mnemonic ("TIDM") of the Company is expected to change on AIM to "RMR" effective from 8.00 a.m. on or around Admission.

12.  Admission, Settlement and Dealing

Application will be made for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the Enlarged Share Capital will commence on 26 July 2024.

The Ordinary Shares are eligible for CREST settlement and settlement of transactions in the Ordinary Shares may take place within the CREST system if a shareholder so wishes. CREST is a paperless settlement system enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument in accordance with the CREST Regulations. CREST is a voluntary system and shareholders who wish to receive and retain share certificates are able to do so. For more information concerning CREST, shareholders should contact their broker or Euroclear at 33 Cannon Street, London EC4M 5SB, United Kingdom or by telephone on +44 (0) 207 849 0000.

The Ordinary Shares will have the ISIN number GB00BYY0JQ23 and SEDOL BYY0JQ2. The Ordinary Shares will not be dealt on any other recognised investment exchange and no application has been or is being made for the Ordinary Shares to be admitted to any other such exchange. It is anticipated that the Rome Shares will delist from Tier 2 of the TSX-V on Admission.

13.  Share Lock-In and Orderly Market Arrangement

Pursuant to the Rule 7 Lock-in Agreement, the Locked-in Shareholders (comprising the Directors and other shareholders), who together hold Ordinary Shares representing (immediately following Admission) approximately 21.01 per cent. of the Enlarged Share Capital, have agreed that, subject to certain exceptions permitted by Rule 7 of the AIM Rules, they will not dispose of Ordinary Shares held by them during the period of 12 months from the date of Admission. In addition, the Locked-In Shareholders, have each agreed with Allenby Capital and the Company only to dispose of Ordinary Shares held by them for a further period of twelve months from the expiry of the Lock-in Period in accordance with certain orderly market principles.

Details of these arrangements are set out in paragraph 12.6 of Part IX of the Admission Document.

14.  Dividend policy

The New Board believes that the Enlarged Group will have the potential to be cash generative in the future and recognises the importance of dividend income to shareholders. The primary purpose of the Fundraising is to provide growth capital with which to fund and accelerate the continuing expansion and development of the Projects and the Enlarged Group's business. Accordingly, the New Board does not intend that the Enlarged Group will declare a dividend in the near term, however, available cash resources of the Enlarged Group will be channelled into funding its expansion and the Projects.

Thereafter, the New Board intends to commence the payment of dividends only when it becomes commercially prudent to do so, having regard to the availability of distributable profits and the funds required to finance continuing future growth. There can be no assurance as to the level of future dividends (if any) that may be paid by the Enlarged Group or, in light of the accrued losses of the Enlarged Group, of the ability to pay dividends. Any determination to pay dividends in the future will be a decision for the New Board (and will be subject to applicable laws and generally accepted accounting principles from time to time, and other factors that the New Board deems relevant).

The New Board may amend the dividend policy of the Enlarged Group from time to time and the above statement regarding the dividend policy should not be construed as any form of profit or dividend forecast.

15.  Share Dealing Code

The Company has adopted a Share Dealing Code, which is compliant with Article 19 of UK MAR and Rule 21 of the AIM Rules. The Share Dealing Code will apply to any person discharging managerial responsibility, including the Directors, and the senior management and any closely associated persons and applicable employees. The Share Dealing Code imposes restrictions beyond those that are imposed by law (including by the FSMA, UK MAR and other relevant legislation) and its purpose is to ensure that persons discharging managerial responsibility and persons connected with them do not abuse, and do not place themselves under suspicion of abusing, price-sensitive information that they may have or be thought to have, especially in periods leading up to an announcement of both financial results. The Share Dealing Code sets out a notification procedure which is required to be followed prior to any dealing in the Company's securities.

The Share Dealing Code will apply to the Enlarged Group.

16.  Taxation

Information regarding taxation is set out in Part VIII of the Admission Document. This information is intended only as a general guide to the current tax position in the UK. Any investor who is in any doubt as to his or her tax position or is subject to tax in a jurisdiction other than the UK, should consult his or her own independent professional adviser without delay.

17.  Corporate governance

QCA Code

The New Board recognises the importance of sound corporate governance and aims to conduct business in an open, honest and ethical manner. Accordingly, the Company has adopted the QCA Code on corporate governance. The Company will continue to apply the QCA Code published in 2018 for the remainder of its current financial year ending 31 December 2024 and then will consider, review and update its corporate governance statement and arrangements to align with the new QCA Code published in 2023 which takes effect for the Company from its next financial year commencing on 1 January 2025.

The Enlarged Group's corporate governance statement sets out how the Enlarged Group currently complies with the QCA Code published in 2018, as appropriate for the Company's size and nature, and is set out in paragraph 10 of Part IX of the Admission Document. As the Enlarged Group grows, the Directors intend that it should develop policies and procedures which further reflect the QCA Code, so far as it is practicable taking into account the size and nature of the Enlarged Group.

18.  The City Code on Takeovers and Mergers and concert parties

The terms of the proposed Placing give rise to certain considerations under the Takeover Code. Brief details of the Takeover Panel, the Takeover Code and the protections they afford are given below.

Rule 9 of the Takeover Code

The Takeover Code applies to the Company. Under Rule 9 of the Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if any further interests in shares carrying voting rights are acquired by such person or any person acting in concert with that person.

An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

The Concert Party

Persons acting in concert include persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of that company. The Company has agreed with the Takeover Panel that the following persons are acting in concert in relation to the Company: Mark Gasson and Klaus Eckhof (the "Concert Party").

Mark Gasson is a director of Pathfinder Minerals Plc and Rome Resources Ltd. Mark Gasson will remain a director of Pathfinder Minerals Plc on Admission. Klaus Eckhof is an existing shareholder of Rome Resources Ltd and is considered to be acting in concert by virtue of his close business relationship with Mark Gasson as a result of, inter alia, historical mutual directorships and investments.

As at the date of this announcement, the Concert Party does not hold any Existing Ordinary Shares.

On Admission and following the issuance of the Placing Shares, the Consideration Shares and the Fee Shares (and assuming that no other person converts any convertible securities or exercises any warrants, options or any other right to subscribe for shares in the Enlarged Group), the Concert Party will be interested in 859,076,100 Ordinary Shares representing approximately 17.63 per cent. of the Enlarged Share Capital and voting rights of the Company, as set out below;

Assuming exercise in full by the members of the Concert Party of any warrants, options or any other right to subscribe for shares in the Enlarged Group (and assuming that no other person converts any convertible securities or exercises any warrants, options or any other right to subscribe for shares in the Enlarged Group), the members of the Concert Party would be interested in 1,035,722,715 Ordinary Shares, representing approximately 20.52 per cent. of the enlarged voting rights of the Enlarged Group.

19.  General Meeting

A notice convening a general meeting of the Company, to be held at 10.00 a.m. on 25 July 2024 at 6th Floor, 100 Liverpool Street, London, EC2M 2AT (the offices of Fasken Martineau LLP), is set out at the end of the Admission Document. At the General Meeting, the following resolutions will be proposed:

Ordinary Resolutions

·      Resolution 1: to approve the Acquisition;

·      Resolution 2: to authorise the Existing Directors to allot the Consideration Shares;

·   Resolution 3: to authorise the Existing Directors to allot the Replacement Options and Replacement Warrants;

·      Resolution 4: to authorise the Existing Directors to allot the Placing Shares;

·      Resolution 5: to authorise the Existing Directors to allot convertible securities up to an aggregate nominal amount of £1,623,954.87;

Special Resolutions

·   Resolution 6: to authorise the Existing Directors to allot the Replacement Options and Replacement Warrants otherwise than on a pre-emptive basis to shareholders;

·     Resolution 7: to authorise the Existing Directors to allot the Placing Shares for cash otherwise than on a pre-emptive basis to shareholders;

·   Resolution 8: to authorise the Existing Directors to allot the convertible securities up to an aggregate nominal amount of £1,623,954.87 otherwise than on a pre-emptive basis to shareholders;

·     Resolution 9: to change the name of the Company to "Rome Resources Plc".

The resolutions in (1), (2), (3), (4) and (5) will be proposed as ordinary resolutions and the resolutions in (6), (7), (8) and (9) will be proposed as special resolutions. To be passed, the resolutions in (1), (2), (3), (4) and (5) require a majority of the votes cast at the General Meeting, in person or by proxy, and the resolutions referred to in (6), (7), (8) and (9) requires a majority of not less than 75 per cent. of the votes cast at the General Meeting, in person or by proxy. The resolutions are inter-conditional and so, if one of them is not passed at the General Meeting, none of them will be deemed to have been passed.

The Existing Directors recommend that Shareholders vote in favour of the Resolutions, so that the Proposals can proceed. The Company has received irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Resolutions at the General Meeting from Marc Mathenz and Adam Dziubinski in respect of 92,000,000 and 45,950,000 Ordinary Shares, respectively, representing in aggregate approximately 13.05 per cent. of the Existing Share Capital and 13.05 per cent. of the Existing Ordinary Shares being eligible to vote at the General Meeting, in each case, as at the Latest Practicable Date.

20.  Further information

Your attention is drawn to Parts II to IX of the Admission Document as well as the appendix, which provide additional information on the Enlarged Group and, in particular, to the Risk Factors set out in Part II of the Admission Document.

21.  Recommendation and action to be taken by Shareholders

The Existing Directors consider that the Resolutions to be proposed at the General Meeting of the Company are in the best interests of the Company and its Shareholders as a whole. The Existing Directors unanimously recommend that Shareholders vote in favour of the Resolutions.

A personalised Form of Proxy will be enclosed alongside the Admission Document for use by Existing Shareholders at the General Meeting. Whether or not Shareholders intend to be present at the General Meeting, they are requested to complete, sign and return the Form of Proxy to the Company's registrar, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom as soon as possible but in any event so as to arrive by 10.00 a.m. on 23 July 2024. Alternatively, you may appoint your proxy electronically via the Link Investor Centre app or by accessing the Registrar's website at https://investorcentre.linkgroup.co.uk/Login/Login. You will need your Investor Code (IVC) which can be found on your personalised Form of Proxy enclosed. CREST members can also vote by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. The completion and return of a Form of Proxy will not preclude a Shareholder from attending the GM and voting in person should they subsequently wish to do so.

DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires:

GLOSSARY OF TECHNICAL AND COMMERCIAL TERMS

The following technical and commercial terms apply throughout this document:

ACRONYMS AND ABBREVIATIONS

The following acronyms and abbreviations terms apply throughout this document: