Granting of interim court order & fundraise update

Pathfinder Minerals Plc

03 June 2024

 

3 June 2024

Pathfinder Minerals plc

("Pathfinder" or the "Company")

Update on the proposed acquisition of Rome Resources

Granting of interim court order & fundraise indications

Pathfinder Minerals PLC (AIM:PFP), an AIM Rule 15 cash shell, notes the announcement made by Rome Resources Ltd ('Rome') on 31 May 2024, detailing, inter alia, the granting by the Supreme Court of British Columbia of an interim court order to Rome. Pursuant to the interim court order, Rome is authorized and directed to hold a special meeting of its shareholders to vote on the plan of arrangement concerning Pathfinder's proposed acquisition of the entire issued and to be issued share capital of Rome under the terms announced by the Company on 8 May 2024 (the "Proposed Transaction"). The Rome vote is anticipated to take place on 2 July 2024. Further details of the Rome announcement are available for viewing on the SEDAR+ website.

We are further very pleased to announce that the Company's joint broker, OAK Securities, have received commitments from specialist resource investors to participate in the fundraise contemplated by Pathfinder in conjunction with the Proposed Transaction.

The Company currently expects to publish an AIM admission document (the "Admission Document") in respect of the Proposed Transaction by the end of June 2024 at the latest, following which the Company will seek the restoration of trading of the Company's ordinary shares on AIM.

Paul Barrett, Executive Director of Pathfinder Minerals Plc commented:

"We are delighted see substantial progress towards the completion of the Proposed Transaction and are extremely encouraged by the appetite of the London market, recognising the quality of the asset, the value proposition in tin and support for the combined management team."

Jerry Keen, Head of Corporate Broking at OAK Securities commented:

"The Rome management team have a highly impressive track record in the DRC and the Bisie North tin project has the potential to be world class. We are very pleased to cornerstone the capital raising and attract top quality institutional support."

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 conditional on 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. Similarly, there can be no certainty at this stage as to the overall size or pricing of any fundraise contemplated by Pathfinder in conjunction with the Proposed Transaction.

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]

OAK Securities (Joint Broker)

Jerry Keen, Head of Corporate Broking ([e-mail])

Henry Clarke, Head of Sales ([e-mail])

Tel. [phone]

Camarco (Financial PR)

Gordon Poole / Emily Hall / Sam Morris

Tel. [phone]

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).

 

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