Update on proposed acquisition of Rome Resources

Pathfinder Minerals Plc

16 April 2024

 

16 April 2024

Pathfinder Minerals plc

("Pathfinder" or the "Company")

Update on Proposed Acquisition of Rome Resources

Pathfinder Minerals PLC (AIM: PFP), an AIM Rule 15 cash shell, announces that it has agreed with Rome Resources Ltd ("Rome Resources") to amend the heads of terms previously announced by Pathfinder on 29 November 2023 in relation to the proposed acquisition of the entire issued share capital of Rome Resources (the "Proposed Acquisition") (together the "Amendment Agreement").

As part of the original non-binding heads of terms announced on 29 November 2023 by Pathfinder in relation to the Proposed Acquisition, the headline consideration payable pursuant to the Proposed Acquisition was stated as £15,940,891 or CA$27,418,332 using an exchange rate of 1.72 GBP:CAD, to be settled by the issue of 3,188,178,220 new ordinary shares of 0.1 pence each (based on an implied Pathfinder share price of 0.5p) in the capital of Pathfinder. This would constitute in aggregate approximately 68.98% of the enlarged share capital of Pathfinder.

Pursuant to the Amendment Agreement, the headline consideration now payable under the non-binding heads of terms to shareholders of Rome Resources by Pathfinder will be £11,757,897 or CA$20,223,583 using an exchange rate of 1.72 GBP:CAD, to be settled by the issue of 2,351,579,421 new ordinary shares of 0.1 pence each in the capital of Pathfinder ("Consideration Shares"). This constitutes in aggregate approximately 68.98% of the enlarged share capital of Pathfinder. As a result of the Amendment Agreement, for every one Rome Resources share held, Rome Resources shareholders are now anticipated to receive 19.54 Consideration Shares.

Pathfinder has also agreed to extend the previously announced long-stop date of 15 April 2024 to 21 June 2024.

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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