Rome Resources Enters into Arrangement Agreement with Pathfinder Minerals Plc
Vancouver, May 7, 2024 - Rome Resources Ltd. (TSXV: RMR) (FSE: 33R) ("Rome" or the "Company") is pleased to announce that, further to its news releases of November 29, 2023 and April 16, 2024, the Company has entered into an arrangement agreement ("Arrangement Agreement") dated May 7, 2024 with Pathfinder Minerals Plc ("Pathfinder") and its wholly-owned subsidiary 1475033 B.C. Ltd., pursuant to which Pathfinder will acquire all of the issued and outstanding common shares of the Company (each, a "Rome Share") by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement" or the "Transaction").
Under the terms of the Transaction, Rome shareholders will receive 19.54 ordinary shares of Pathfinder with a par value of £0.001 each (based on an implied share price of 0.5p) ("Consideration Shares") for each Rome Share held (the "Exchange Ratio") with Pathfinder expected to issue a total of 2,351,579,421 Consideration Shares for a total purchase price payable to Rome shareholders of £11,757,897 or C$20,223,583 using a 1.72 GBP-CAD foreign exchange rate. Existing shareholders of Rome will own approximately 68.98% of the outstanding shares of the post-Transaction company upon completion of the Transaction (excluding the effect of the issuance of shares by Pathfinder pursuant to a fundraise proposed to be completed concurrent with completion of the Transaction).
The strategic rationale for the Transaction is to give the Company increased access to capital through Pathfinder's listing on AIM, with direct access to the London international capital markets and to a broader range of investors - including a range of institutional investors - than offered by the TSX Venture Exchange on which Rome's shares are listed. The Transaction will need to be approved by the Supreme Court of British Columbia and by Rome's shareholders at the Rome Meeting (see details below).
After consultation with its financial and legal advisors, Rome's board of directors ("Rome Board") unanimously determined that the Arrangement is in the best interests of Rome and its shareholders, and approved the Arrangement Agreement. Accordingly, the Rome Board recommends that Rome's shareholders vote in favour of the resolution (the "Arrangement Resolution") to approve the Arrangement.
Evans & Evans, Inc., accredited professional business valuators, provided a fairness opinion to the Rome Board stating that, as of the date of its opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid under the Arrangement is fair, from a financial point of view, to Rome securityholders. The full text of the fairness opinion, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken, and the terms and conditions of the Arrangement, will be included in the management information circular of Rome (the "Rome Circular"), to be delivered to Rome securityholders in respect of a special meeting of Rome Shareholders to consider the Arrangement (the "Rome Meeting"), which is scheduled to be held on June 24, 2024.
Transaction Summary
The Arrangement will be effected by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (British Columbia), requiring the approval of the Supreme Court of British Columbia, and the approval, at the Rome Meeting, of (i) 66⅔% of the votes cast on the Arrangement Resolution by Rome shareholders; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Rome shareholders, excluding Rome Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
Each of the directors and executive officers of Rome, along with certain key Rome shareholders, who collectively hold an aggregate of approximately 62.9% of the issued and outstanding Rome Shares, have entered into voting support agreements with Pathfinder, pursuant to which they have agreed, among other things, to vote, or use best efforts to cause to be voted, at the Rome Meeting, all of the Rome Shares held or controlled by them in favour of the Arrangement.
The Arrangement Agreement includes customary representations and warranties for a transaction of this nature as well as customary interim period covenants regarding the operation of Rome's and Pathfinder's respective businesses. The Arrangement Agreement also provides for customary deal-protection measures. In addition to shareholder and court approvals, closing of the Transaction is subject to applicable regulatory approvals, including, but not limited to, TSX Venture Exchange approval and the satisfaction of certain other closing conditions. Subject to the satisfaction of these conditions, Rome expects that the Transaction will be completed in late June 2024. Details regarding these and other terms of the Transaction are set out in the Arrangement Agreement, which will be available, after it is filed, on SEDAR+ at www.sedarplus.ca under Rome's profile.
Following the completion of the Arrangement, and subject to approval by the requisite majority of shareholders of Pathfinder, the enlarged share capital of the post-Transaction Pathfinder (including the shares to be issued as Consideration Shares) will be admitted to AIM, and the Rome Shares will be delisted from the TSX Venture Exchange and the Frankfurt Stock Exchange.
Amended Interim Financial Statements & MD&A Filed
Rome has filed amended interim financial statements and management discussion and analysis for the period ended December 31, 2023 on SEDAR+ to reflect that Medidoc RD-Congo SARLU is a subsidiary of the Company rather than Rome holding an interest in Medidoc RD-Congo SARLU by way of investment in an associate.
About Rome Resources
Rome Resources Ltd. is a mineral exploration company that has entered into two option agreements and a binding term sheet where it has acquired 51% indirect interests in two contiguous properties situated in the Walikale District of the North Kivu Province in eastern DRC, which are collectively referred to as the "Bisie North Tin Project". Rome has completed an initial phase of drilling on the project where it is responsible to fund exploration up to the completion of a definitive feasibility study.
Contacts
Investors / Shareholders
Mark Gasson
President, CEO & Director
P: (604) 687-6140
Media
E: info@romeresources.com
Cautionary Note Regarding Forward-Looking Statements
The information in this news release may include certain information and statements about management's view of future events, expectations, plans and prospects that may constitute forward-looking statements. Forward-looking statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although Rome Resources Ltd. believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, Rome Resources Ltd. disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
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