REG - Pathfinder Minerals - Granting of interim court order & fundraise update

Pathfinder MineralsAnnouncement

03/06/2024 07:00

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RNS Number : 7479Q  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. +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).

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