Entry into Conditional Arrangement Agreement

Pathfinder Minerals Plc

08 May 2024

 

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. [phone]

Allenby Capital Limited (Nominated Adviser and Broker)

John Depasquale / Vivek Bhardwaj / Lauren Wright (Corporate Finance)

Stefano Aquilino / Joscelin Pinnington (Sales & Corporate Broking)

Tel. [phone]

 

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