Schedule One - Pathfinder Minerals plc

AIM

08 July 2024

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Pathfinder Minerals plc ("Pathfinder" or the "Company") to be renamed Rome Resources plc (the "Enlarged Group")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

35 Berkeley Square London England W1J 5BF

COUNTRY OF INCORPORATION:

England & Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Current: www.pathfinderminerals.com From admission: www.romeresources.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Pathfinder is proposing to acquire the entire issued and to be issued share capital of Rome Resources Ltd ("Rome Resources") for a consideration of 2,351,657,348 new ordinary shares in the Enlarged Group (the "Acquisition"). Rome Resources is a Canada-based early-stage resource exploration company which is currently listed on the TSX Venture Exchange ("TSX-V") under the trading symbol "RMR". Rome Resources holds exploration rights in respect of two contiguous properties located in the Walikale district of the North Kivu province in the Democratic Republic of Congo (the "Projects"). The two contiguous properties offer exposure predominantly to tin, as well as secondary exposure to copper, zinc, lead and silver. Rome Resources' first interest is an indirect 51 per cent. beneficial interest in exploration licence PR15130, which is currently 100 per cent. directly legally owned by Palm Constellation (the "Bisie North-East Project"). Rome Resources' second interest is an indirect 51.5 per cent. beneficial interest in exploration licence PEPM13274, which is currently directly 100 per cent. owned by Investissement et Développement Immobiliers SARL (the "Bisie North Project"). Rome Resources' main country of operation is the Democratic Republic of Congo. Pursuant to Rule 14 of the AIM Rules for Companies, the Acquisition constitutes a reverse takeover. Shareholder approval for the Acquisition is being sought at a general meeting to be convened by Pathfinder.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of £0.001 each ("Ordinary Shares") for which admission will be sought at an issue price of 0.30 pence (the "Issue Price"): Description Number of Ordinary Shares Number of existing Ordinary Shares in Pathfinder 1,057,494,834 Number of Placing Shares 1,333,333,330 Number of Consideration Shares 2,351,657,348 Number of Fee Shares 129,379,095 Total: 4,871,864,607 No Ordinary Shares are held in treasury and there are no restrictions on the transfer of the Ordinary Shares.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on admission: approximately £4.0 million via a placing of new Ordinary Shares. Anticipated market capitalisation on admission: approximately £14.6 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

21.01 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

No

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Mark Richard Gasson - Executive Chairman Paul Anthony Barrett - Chief Executive Officer Edouard André Denis François Etienvre - Non-Executive Director Marc Kay Mathenz - Proposed Non-Executive Director Serge Nawej Tshitembu - Proposed Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Name At publication of the admission document (%) Post admission (%) Marc Kay Mathenz 8.70 1.89 R S & C A Jennings & related party (Catalyse Capital Ltd) 7.63 1.66 Finian O'Sullivan 4.92 2.30 Adam Dziubinski 4.35 1.29 Andreas Reitmeier* 2.46 10.06 Klaus Eckhof Nil 9.40 Mark Richard Gasson Nil 8.24 *In addition, immediately following Admission, Manuela Reitmeier and Philip Reitmeier will be interested in 39,080,000 and 977,000 Ordinary Shares respectively. Accordingly, Andreas Reitmeier, Manuela Reitmeier and Philip Reitmeier (who are connected by virtue of their family relationship) will in aggregate hold 530,132,000 Ordinary Shares on Admission representing approximately 10.88 per cent. of the Enlarged Share Capital.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i)          31 December ii)         With respect to Pathfinder Minerals plc, 31 December 2023 (audited annual financial information) With respect to Rome Resources Ltd, 31 March 2024 (unaudited interim financial information) iii)         30 September 2024 (interim report for the six months ended 30 June 2024); 30 June 2025 (annual report for the year ended 31 December 2024); 30 September 2025 (interim report for the six months ended 30 June 2025).

EXPECTED ADMISSION DATE:

26 July 2024

NAME AND ADDRESS OF NOMINATED ADVISER:

Allenby Capital Limited 5 St. Helen's Place London EC3A 6AB

NAME AND ADDRESS OF BROKER:

Allenby Capital Limited 5 St Helen's Place London EC3A 6AB Oak Securities (a trading name of Merlin Partners LLP) 90 Jermyn Street London SW1F 7JY

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the AIM admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at www.pathfinderminerals.com and from the date of the Company's admission on the Company's new website at www.romeresources.com.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

8 July 2024

NEW/ UPDATE:

New

 

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