REG - Pathfinder Minerals - Entry into Conditional Arrangement Agreement

Pathfinder MineralsAnnouncement

08/05/2024 07:15

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RNS Number : 5200N  Pathfinder Minerals Plc  08 May 2024

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the UK Market Abuse
Regulation

 

8 May 2024

Pathfinder Minerals plc

("Pathfinder" or the "Company")

 

Entry into Conditional Arrangement Agreement with Rome Resources Ltd

 

Pathfinder Minerals PLC (AIM: PFP), an AIM Rule 15 cash shell, is pleased to
announce that further to its announcement on 29 November 2023, the Company and
its wholly owned newly incorporated Canadian subsidiary, 1475033 B.C. Ltd.,
has entered into a conditional arrangement agreement on 7 May 2024 with Rome
Resources Ltd ("Rome Resources") (together the "Arrangement Agreement").
Pursuant to the Arrangement Agreement, Pathfinder will acquire all of the
issued and outstanding common shares of Rome Resources by way of a
court-approved plan of arrangement under the British Columbia Business
Corporations Act (together the "Arrangement" or the "Proposed Transaction").

 

The Arrangement will be effected by way of a court-approved Canadian  plan of
arrangement pursuant to the British Columbia Business Corporations Act,
requiring the approval of the Supreme Court of British Columbia, and the
approval, of Rome Resources shareholders ("Rome Meeting") to consider the
Arrangement, of (i) 66⅔% of the votes cast on the Arrangement resolutions by
Rome Resources shareholders; and (ii) a simple majority of the votes cast on
the Arrangement resolutions by Rome Resources shareholders, excluding Rome
Resources 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 Resources, along with
certain key Rome Resources shareholders, who collectively hold an aggregate of
approximately 62.9% of the issued and outstanding Rome Resources 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 Resources shares held or
controlled by them in favour of the Arrangement. The Rome Meeting is currently
scheduled to be held on 24 June 2024.

 

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 Resources' and Pathfinder's respective
businesses. The Arrangement Agreement also provides for customary
deal-protection measures. Rome Resources and Pathfinder expects that the
Proposed Transaction will be completed in late June 2024.

 

The equivalent Rome Resources announcement will be available for viewing on
the SEDAR+ website.

 

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 subject to 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.

 

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

 

 

 

 

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