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. +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).