Pathfinder Minerals - Acquisition and Publication of Admission Document
08/07/2024 07:00
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RNS Number : 4035V Pathfinder Minerals Plc 08 July 2024
This announcement contains inside information for the purposes of Regulation
11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the
publication of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public domain.
8 July 2024
Pathfinder Minerals plc
("Pathfinder" or the "Company")
PROPOSED ACQUISITION OF ROME RESOURCES LTD
PROPOSED PLACING OF 1,333,333,330 NEW ORDINARY SHARES AT 0.30P PER SHARE
PROPOSED ISSUE OF 2,351,657,348 CONSIDERATION SHARES
PROPOSED ISSUE OF 129,379,095 FEE SHARES
PROPOSED CHANGE OF NAME TO ROME RESOURCES PLC
PROPOSED ADMISSION OF THE ENLARGED SHARE CAPITAL TO TRADING ON AIM
AND
NOTICE OF GENERAL MEETING
Pathfinder Minerals PLC (AIM: PFP), an AIM Rule 15 cash shell, announces that
it has today published a new admission document (the "Admission Document") in
connection with the Company's proposed acquisition of the entire issued and to
be issued share capital of Rome Resources Ltd ("Rome Resources", "RMR" or the
"Target") (together the "Acquisition").
The Acquisition constitutes a reverse takeover of the Company under rule 14 of
the AIM Rules for Companies (the "AIM Rules"). The Acquisition is conditional
on, inter alia, approval by the Company's shareholders (the "Shareholders"),
the approval of Rome Resources' shareholders and the publication of a new
admission document.
Accordingly, the Admission Document published today contains a notice
convening a general meeting to be held at 6th Floor, 100 Liverpool Street,
London, EC2M 2AT (the offices of Fasken Martineau LLP) at 10.00 a.m. on 25
July 2024 (the "General Meeting").
The Admission Document is available to view on the Company's website at
www.pathfinderminerals.com (http://www.pathfinderminerals.com) and will be
posted, or notified electronically as the case may be, to Shareholders later
today. The Company's Ordinary Shares were suspended from trading on AIM on 29
November 2023. As more than six months have lapsed since the Company became an
AIM Rule 15 cash shell, trading in the existing Ordinary Shares will remain
suspended until admission of the enlarged share capital to trading on AIM.
Upon completion, the Company will trade under the new name of "Rome Resources
Plc" and its new ticker symbol will be "RMR".
Allenby Capital Limited ("Allenby Capital") is acting as Nominated Adviser and
Joint Broker to the Company alongside Oak Securities (a trading name of Merlin
Partners LLP) who are acting as Joint Broker to the Company.
Highlights
· Acquisition of Rome Resources:
o Exploration potential: Rome Resources has identified three prospective
areas located in the Projects with high-grade tin in soil anomalies
identified.
o Proximity to world class resource: Alphamin's Mpama North mine, located
8km away from the Projects, is reported by the Edison Group in 2023 as the
world's highest-grade tin mine, producing 4 per cent. of the world's tin from
analogous geology to the Projects.
o Exploration team: Rome Resources' exploration team discovered Alphamin's
tin resources.
o Defined roadmap to resource definition: Immediate near-term drilling is
anticipated to advance the Projects from the outset.
o The current global price of tin is 37 per cent. higher than the lowest
price during the last 12 months: The demand for tin has been influenced by a
number of factors including but not limited to: (i) the energy transition;
(ii) disruptions to countries that have traditionally contributed to the
global market share of tin production; and (iii) growth of the global
artificial intelligence (AI) sector which is expected to contribute to an
increase in demand in electronics and electrification.
· Pathfinder has conditionally raised approximately £4.0 million
(before expenses) through the proposed issue of 1,333,333,330 Placing Shares
at a price of 0.30 pence per new Ordinary Share.
Paul Barrett, Executive Director of Pathfinder Minerals Plc, commented:
"I am delighted to have conditionally raised approximately £4.0 million in
London. We now look forward to moving towards completing the acquisition of
Rome Resources and readmission to trading on AIM subject to, inter alia,
receiving approval by the Company's shareholders at the General Meeting. We
believe that the proposed drilling programme in the DRC for the Enlarged Group
will reward our existing and new shareholders."
Expected Timetable of Principal Events
Publication of this document 8 July 2024
Time and date of the Rome Meeting 11.00 a.m. (Vancouver time)
on 12 July 2024*
Time and date of the court hearing in British Columbia, Canada of Rome 16 July 2024**
Resources to approve the Arrangement
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 23 July 2024
Time and date of General Meeting 10.00 a.m. on 25 July 2024
Allotment of Placing Shares, Fee Shares & the Consideration Shares 25 July 2024
Arrangement Agreement unconditional, Admission effective and commencement of 8.00 a.m. on 26 July 2024
dealings in the Enlarged Share Capital on AIM
Expected date for CREST accounts to be credited (where applicable) As soon as practicable after 8.00 a.m. on 26 July 2024
Expected date for share certificates to be dispatched (where applicable) by 2 August 2024
Notes:
· All future times and/or dates referred to in this document are
subject to change at the discretion of the Company and Allenby Capital and if
any of the above times or dates should change, the revised times and/or dates
will be notified by an announcement on RIS.
· Events listed in the above timetable following the General
Meeting are conditional on the passing at the General Meeting of the
Resolutions.
*Or such other date and time as the Company and Rome Resources may agree.
**Or such other date and time as the Company, Rome Resources, and the Court of
British Columbia, Canada may agree.
Unless otherwise defined herein, capitalised defined terms are as per the
Admission Document. However, Shareholders are strongly encouraged to read the
Admission Document in full as part of their voting consideration at the
General Meeting.
For further information please contact:
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).
1. Introduction
On 29 November 2023, Pathfinder announced, inter alia, that it had entered
into non-binding heads of terms regarding a potential acquisition of the
entire issued and to be issued share capital of Rome Resources by Pathfinder.
The Company also simultaneously announced that it had agreed to lend Rome
Resources up to CA$2,500,000.00 on an unsecured basis.
The Proposal
Rome Resources is incorporated and listed in Canada and in order to effect the
Acquisition, on 8 May 2024, Pathfinder announced that it had conditionally
agreed the terms of the Arrangement Agreement to be implemented by way of a
Canadian plan of arrangement pursuant to the Business Corporations Act,
further details of which are set out in paragraph 12.8 of Part IX of the
Admission Document.
The Existing Directors believe that the Acquisition represents a significant
opportunity for the Group to maximise shareholder value in the short-to-medium
term.
In connection with the Acquisition, Pathfinder has conditionally raised
approximately £4.0 million (before expenses) pursuant to the Placing through
the proposed issue of 1,333,333,330 Placing Shares at a price of 0.30 pence
per new Ordinary Share, to provide funds for a drilling programme and working
capital. The Placing is conditional (amongst other things) upon the
Acquisition proceeding and the passing of the Resolutions at the General
Meeting authorising the Existing Directors to allot the Placing Shares.
Furthermore, the Existing Directors believe that should the Acquisition
proceed, the name of the Company should be changed to "Rome Resources Plc" to
reflect the ongoing business of the Enlarged Group.
The Acquisition constitutes a reverse takeover pursuant to rule 14 of the AlM
Rules and therefore the purpose of this announcement and the Admission
Document prepared under the AIM Rules, is to provide you with information on
the Proposals and to seek approval by Shareholders of the Resolutions to be
proposed at the General Meeting, which is being convened on 25 July 2024 at
10.00 a.m. at 6th Floor, 100 Liverpool Street, London, EC2M 2AT (the offices
of Fasken Martineau LLP).
In addition to the passing of the Resolutions, completion of the Acquisition
is also conditional upon, inter alia: (i) that at least two thirds of the
votes cast by Rome Shareholders having voted in favour of the Arrangement
Agreement at the Rome Meeting; (ii) at least a simple majority of the votes
cast by Rome Shareholders present in person or represented by proxy and
entitled to vote at such meeting, excluding for this purpose the votes
attached to shares of Rome Resources which are held or controlled by certain
related parties (as such term is defined under applicable Canadian securities
laws) of Rome Resources; (iii) the approval of the Court of British Columbia,
Canada; (iv) the receipt of certain regulatory approvals; and (v) the
satisfaction of certain other closing conditions customary in acquisitions of
this nature. If such conditions are not satisfied, or, where applicable, not
waived, the Acquisition will not proceed.
If the Resolutions are duly passed at the General Meeting and the other
conditions set out relating to the Proposals are met, then it is expected that
the Enlarged Share Capital will be admitted to trading on AIM with effect from
8.00 a.m. on 26 July 2024. As six months have lapsed since the Company became
an AIM Rule 15 cash shell, trading on AIM in the Existing Ordinary Shares will
remain suspended until Admission.
It is anticipated that the Rome Shares will be delisted from Tier 2 of the
TSX-V on Admission.
The Existing Directors consider the Acquisition to be an exciting opportunity
and consider that the Acquisition is in the best interests of the Company and
Shareholders as a whole. Accordingly, the Existing Directors recommend that
Shareholders vote in favour of the Resolutions to be proposed at the General
Meeting.
Shareholders should note that the Resolutions are inter-conditional and
consequently if any of the Resolutions are not passed, the Proposals will not
occur, and pursuant to the AIM Rules, the Existing Ordinary Shares will be
cancelled from trading on AIM.
The purpose of this announcement and the Admission Document prepared under the
AIM Rules, is to provide you with information on the Proposals. You should
read the whole of the Admission Document and your attention is drawn, in
particular, to the risk factors set out in Part II of the Admission Document.
2. Information on Pathfinder Minerals Plc
Pathfinder was incorporated in England and Wales on 1 February 1991 as
"Pathfinder Properties Plc" originally focused on investing in central London
residential property with redevelopment potential. On 21 December 2009,
Pathfinder Properties Plc became an investing company pursuant to rule 15 of
the AlM Rules for Companies, with its first investment being a 4.67 per cent.
equity interest in IMM. Pathfinder Properties Plc subsequently changed its
name to "Pathfinder Minerals Plc" on 22 December 2009.
Pathfinder subsequently acquired the remaining outstanding issued share
capital of IMM which constituted a reverse takeover pursuant to rule 14 of the
AlM Rules for Companies. As a result, the enlarged group recommenced trading
on AIM on 10 February 2011 as a natural resources company. At the time,
Pathfinder's key assets were mining concession licences 73L and 760C in
Mozambique, which were held by IMM's 99.99 per cent. owned subsidiary,
Companhia Mineira de Naburi, S.A.R.L.
In 2011, Pathfinder announced that it was the subject of the unlawful transfer
by the Government of Mozambique of mining concession licences 73L and 760C to
an unconnected company, Pathfinder Moçambique S.A., which was controlled by
Pathfinder's former local partners, without its knowledge or consent. Mining
concession licences 73L and 760C were subsequently consolidated into a single
mining concession licence (entitled 4623C) which in late 2020 was sold to a
Chinese state-owned company, TZM Resources S.A.
Pathfinder has since pursued a multichannel strategy to attempt to recover
mining concession licence 4623C, including a successful action through His
Majesty's High Court of Justice in England to confirm the validity of IMM's
ownership of Companhia Mineira de Naburi, S.A.R.L and through attempts to
negotiate settlements with the new holders of mining concession licence 4623C.
On 29 September 2022, Pathfinder announced, inter alia, that it has entered
into an option agreement with Acumen under which Pathfinder granted Acumen the
exclusive option to acquire IMM and the rights to bring a claim against the
Government of Mozambique for the expropriation of mining concession licence
4623C.
Pathfinder subsequently announced on 18 August 2023 that the disposal of IMM
and the rights to bring a claim against the Government of Mozambique to Acumen
pursuant to a share purchase agreement entered into between the Company and
Acumen was approved at a general meeting of Shareholders. As a result,
Pathfinder become a "cash shell" in accordance with rule 15 of the AlM Rules
for Companies.
As an AIM Rule 15 cash shell, the Company is required to make an acquisition
or acquisitions which constitutes a reverse takeover pursuant to rule 14 of
the AlM Rules for Companies or be re-admitted to trading on AIM as an
investing company in accordance with rule 8 of the AIM Rules (which requires
the raising of at least £6.0 million in cash) on or before the date falling
six months from 18 August 2023 (being the date of Shareholder approval to
dispose of IMM), failing which, the Company's shares will then be suspended
from trading on AIM pursuant to rule 40 of the AIM Rules.
Trading on AIM in the Existing Ordinary Shares was suspended on 29 November
2023 pursuant to AIM Rule 14 when the Acquisition was announced. As more than
six months have lapsed since the Company became an AIM Rule 15 cash shell,
trading in the Existing Ordinary Shares will remain suspended until Admission.
Pursuant to rule 41 of the AIM Rules, the Company's shares will be cancelled
from trading on AIM if there is no (i) re-admission to trading on AIM
following the completion of a Reverse Takeover, which requires the publication
of an admission document and the approval of such a transaction at a general
meeting of the Company, nor (ii) re-admission to trading on AIM as an
"investing company".
New Preference Shares
In consideration for the disposal of IMM and the rights to bring a claim
against the Government of Mozambique to Acumen (the "Disposal"), Pathfinder
received an initial cash consideration of £1.0 million. In addition, as a
form of deferred consideration, Pathfinder is entitled to a percentage of any
damages award recovered pursuant to any claim successfully made against the
Government of Mozambique for the expropriation of mining concession licence
4623C, details of which are outlined in Pathfinder's announcement of 29
January 2024 (together the "Preference Amount").
Irrespective of the Acquisition and following the terms of the Disposal
approved by Shareholders at the General Meeting on 18 August 2023, every
holder of an Ordinary Share as at 6.00 p.m. on 5 September 2023 is entitled to
receive one bonus preference share in Pathfinder Battery Commodities Ltd, a
special purpose wholly owned subsidiary of Pathfinder (the "New Preference
Share"). The New Preference Share shall entitle the holder thereof to
receive, subject to the Act, a preferential dividend equal to the net proceeds
received from the damages award that Pathfinder may receive following the date
upon which the Preference Amount is determined. Further information
concerning, inter alia, the New Preference Shares is outlined in the Company's
announcements of 16 August 2023 and 1 September 2023.
3. Background to and reasons for the Acquisition
The Existing Directors (which includes Mark Gasson who is also a director of
Rome Resources) believe Rome Resources to be a strong acquisition opportunity
for the following reasons:
· Exploration potential: Rome Resources has identified three prospective
areas located in the Projects with high-grade tin in soil anomalies
identified.
· Proximity to world class resource: Alphamin's Mpama North mine,
located 8km away from the Projects, is reported by the Edison Group in 2023 as
the world's highest-grade tin mine, producing 4 per cent. of the world's tin
from analogous geology to the Projects.
· Exploration team: Rome Resources' exploration team discovered
Alphamin's tin resources.
· Defined roadmap to resource definition: Immediate near-term drilling
is anticipated to advance the Projects from the outset.
· The current global price of tin is 37 per cent. higher than the lowest
price during the last 12 months: The demand for tin has been influenced by a
number of factors including but not limited to: (i) the energy transition;
(ii) disruptions to countries that have traditionally contributed to the
global market share of tin production; and (iii) growth of the global
artificial intelligence (AI) sector which is expected to contribute to an
increase in demand in electronics and electrification.
4. Information on Rome Resources Ltd
Overview
Rome Resources is a Canada-based early-stage resource exploration company
which is listed on the TSX-V under the trading symbol "RMR".
Rome Resources holds exploration rights in respect of the Projects. The
Projects comprises two contiguous properties located in the Walikale district
of the North Kivu province in the eastern DRC totalling approximately 38.42
km(2), offering exposure predominantly to tin as well as secondary exposure to
copper, zinc, lead and silver.
Rome Resources' first interest is an indirect 51 per cent. beneficial interest
in PR15130, which is currently 100 per cent. directly legally owned by Palm
Constellation (the Bisie North-East Project). Rome Resources' second interest
is an indirect 51.5 per cent. beneficial interest in PEPM13274 which is
currently directly 100 per cent. legally held by Investissement et
Développement Immobiliers SARL (the Bisie North Project). Further details of
this structure are set out later in this section of the document.
Rome Resources' main focus is to advance the Projects through a targeted
exploration programme with a view to early mineral resource definition
followed by potentially securing joint venture funding and/or a trade sale.
The existing directors and senior management of Rome Resources have
substantial experience and knowledge of acquiring, exploring and developing
significant value in exploration assets and in particular, knowledge of the
requirements of operating successfully in the DRC.
It is emphasised that the Projects are early-stage and the current scope of
work permitted in respect of the Projects is limited in nature. In addition,
as at the date of this announcement, the Projects have not been sufficiently
appraised in order to provide any proved or probable mineral reserves nor any
measured, indicated or inferred mineral resources. The potential effects on
the Enlarged Group in the event that the Projects remain in their current form
are outlined in the Risk Factors in Part II of the Admission Document.
Summary table of Rome Resources' assets
Asset Holder Interest (%) Status Licence Expiry Date Licence Area (km2) Comment
PEPM13274, the DRC Investissement Et Developpement Immobiliers SARL (IDI) 51.5%* Exploration 17/07/2028 30.74 Drillhole sample grades obtained in 2023
PR15130, Palm Constellation SARL (PALM) 51%** Exploration 14/12/2026 7.69 Drillhole sample grades obtained in 2023
the DRC
* Rome Resources' interest is an indirect 51.5 per cent. beneficial interest
in PEPM13274 which is currently directly 100 per cent. legally held by
Investissement et Développement Immobiliers SARL.
** Rome Resources' interest is an indirect 51 per cent. beneficial interest in
PR15130, which is currently 100 per cent. directly legally owned by Palm
Constellation.
Tin industry overview
According to the United State Geological Survey, tin is one of the earliest
metals known to humanity. In this respect, tin is reported to be found in
aspects of everyday life and is considered to be an important metal in several
sectors. While tin has a broad range of applications, Geoscience Australia
reported that the largest use of tin today is as solder in almost all
electronic applications. In this respect, in April 2024 Bloomberg reported
that consumption of solder has been boosted by the growth of the global
artificial intelligence (AI) sector which is expected to contribute to an
increase in demand in electronics and electrification. More traditional
prominent applications of tin include tinplate for canned foods and drinks, a
component of bronze, as well as pottery and glass making.
The International Tin Association reported in 2024 that global refined tin
production is estimated to have reached 370,100 tonnes in 2023. In terms of
geographical footprint the International Tin Association has separately
reported that the largest producer of tin is China. This is followed by
Indonesia, Myanmar, Thailand and the South America region (comprising
predominantly Bolivia, Brazil and Peru).
Recent commentary on the tin market indicates a consensus of commentators who
believe that there will be a medium to long term pressure on tin supply. As a
result, as reported by the Oregon Group in April 2024, tin supply is expected
to remain tight over the next decade. China, Myanmar, Indonesia and Peru, the
world's major producers of tin resources, are under severe pressure and are
delaying exports. Most notably, in January 2024 it was reported by the news
agency Reuters that stock of tin in China is falling with imports rising and
in turn it was suggested that domestic output is not matching demand.
The demand for tin has been further influenced by the energy transition. Wood
Mackenzie, the global provider of data and analytics, reported that the energy
transition is the biggest long-term demand driver for tin. McKinsey &
Company expects the shift towards a low-carbon economy to be
materials-intensive. For example, it is reported that there is three times the
amount of tin in an electric vehicle compared to a conventional vehicle.
More broadly, the importance of tin is reinforced by the fact that tin is
classified as a critical mineral in the United States. This is due to the
United States reliance on a small number of suppliers, including China.
Recent developments in the tin industry include a seemingly unlikely agreement
between industry and the British Crown to develop tin resources on Duchy of
Cornwall land, pointing to the growing social acceptability of mining for tin.
Formation of tin
Cassiterite (SnO(2)) is the principal source of tin metal. However, small
amounts of tin are also recovered from complex sulfides such as stannite,
cylindrite, franckeite, canfieldite and teallite.
The occurrence of tin can be broadly isolated into two categories, namely
primary and secondary deposits. Primary deposits represent ore deposits
directly and are typically associated with granite intrusive rocks which form
when magma bodies solidify beneath the earth's surface. In contrast, secondary
deposits are the product of weathering and erosion of primary deposits and in
essence secondary tin deposits can be found in surface sediments. It is
reported by the United State Geological Survey that most of the world's tin is
produced from secondary deposits.
Tin market dynamics
Currently, 97 per cent. of the world's tin supply comes from developing
economies, and approximately 40 per cent. of it comes from artisanal and
small-scale miners, making the industry highly unsustainable. Moreover, most
of the world's tin is obtained through alluvial mining, which is detrimental
to the environment. Rome Resources' asset is not an alluvial mining project.
Since 1985, only four new tin mines have been placed into production, and
there are currently only a few operating and sustainable projects. This
situation, combined with the fact that leading tin-producing nations have
exhausted their near-surface high-grade tin deposits, and their mines are
getting deeper, lower grade, and more expensive, has led to a depleted supply
chain. The London Metal Exchange and the Shanghai Metals Market are
experiencing historically low levels of tin supply, and deficits are expected
to persist in the foreseeable future.
With China being the world's largest tin producer and consumer of tin, the
region accounted for approximately 30 per cent. of the global tin supply and
47 per cent. of global tin consumption in 2022. Despite this large market
position, China's tin production has consistently declined over the past 15
years along with the global tin reserves. According to the United State
Geological Survey' projections, this trend is expected to continue, and the
supply deficit is expected to worsen beyond 2030. Similarly, disruptions in
Indonesia, Myanmar and the Democratic Republic of Congo have contributed to
the reduction of tin supply.
The above disruptions contributed to a rally in tin prices in the early part
of 2024, with the S&P Global reporting benchmark tin 3-month contracts
prices reaching record highs in 2024.
Looking more closely to the future, Roskill Commodity Research (now part of
Wood Mackenzie) forecasts indicate that total market demand for refined tin
will exceed 515,000 tons by 2030. Most of the increased demand is anticipated
to be from electronic and industrial solder requirements (40 per cent.) and
lithium-ion batteries (9 per cent.).
Demand increase in tin is anticipated to require substantial amounts of new
refined tin and additional tin sources. With refined tin production well under
capacity, it is considered that the mine supply constraint is the bottleneck
in the tin market.
Over the outlook period to 2030, refined tin supply is largely expected to
ramp up to meet demand. This is especially considering the anticipated impact
of the increasing use of lithium-ion batteries toward the latter stages of the
decade noting that electric vehicles sales are set to reach 50 per cent. of
new car sales by 2030.
Background to the DRC and its mining sector
General
The DRC is located in central Africa and is reported to be about the size of
western Europe. As the second largest country on the continent, the DRC is
considered to be rich in natural resources, including minerals such as gold,
cobalt and copper, hydropower potential, significant arable land, immense
biodiversity, and the world's second-largest rainforest.
The World Bank reported that real GDP growth in the DRC remained robust at 7.8
per cent. in 2023 (2022: 8.9 per cent.) and was supported by a strong mining
sector which contributed to 70 per cent. of the DRC's overall growth in 2023.
The World Bank further reported that GDP growth is expected to be moderate in
2024 at 6 per cent. and is anticipated to stabilise to around 5.8 per cent.
over 2025 to 2026, driven by the mining sector.
Notwithstanding the above GDP growth, most people in the DRC have not
benefited from this growth. In this regard, the DRC is reported to be among
the five poorest nations in the world. An estimated 74.6 per cent. of
Congolese people lived on less than US$2.15 a day in 2023. It is further
estimated that about one out of six people living in extreme poverty in
sub-Saharan Africa live in the DRC.
The DRC concluded general elections in December 2023. This led to a second
5-year term for incumbent President Felix Tshisekedi. It was reported that an
agreement was reached on forming a government on 29 May 2024, reaching
political consensus, increasing the presence and credibility of the state,
including through improved governance, and advancing structural reforms are
key to maintaining stability and peace, attracting investments, and creating
jobs.
Security
The DRC has for decades been riven by war. Armed rebels are reported to have
also been active for decades across the eastern part of the DRC. The
environment around the city of Goma consists of a patchwork of small areas
controlled by armed groups, ranging from the Rwanda-backed March 23 Movement
(M23) group to local gangsters driven primarily by financial motives. The
Southern African Development Community force was deployed in December 2023 to
support the Government of the DRC to restore peace and security in the eastern
part of the DRC. Following the formation of a new government in the DRC in
late May 2024, it is anticipated forces in the region will be strengthened.
The Projects area lies approximately 155km from Goma and is therefore
sufficiently far away from any fighting. The distance is amplified by the lack
of local infrastructure such as metalled roads. As a precaution Rome Resources
has decided to relocate its base for support operations to Bukavu, which is
located approximately 100km south of Goma. From there aerial flight lines to
the Projects avoid any current or anticipated future rebel activity. With this
in mind, there has been no reported incidents close to the Projects area. Rome
Resources has diligently been monitoring the security situation around Goma in
collaboration with the helicopter operators in order to react to any change in
circumstances.
The Alphamin Mpama North mine is situated 8km to the south of the Bisie North
Project. This mine has been operating since 2019 with no reported security
issues either prior to or following the commencement of tin production.
Mining Sector
Mining represents a critical sector for the development of the DRC and has
long been the backbone of the region's economic activity. In this regard, the
mining sector has dominated the Congolese economy for over 100 years. This
domination is unsurprising, given that the DRC is rich in minerals.
The DRC possesses the world's largest reserves of cobalt, with the Katanga
Copper Belt's cobalt reserves totalling 5 million tonnes. The United State
International Trade Administration reported that the DRC was the fourth
largest producer of industrial diamonds in 2022 with a production of 4.3
million carats of diamond. Similarly, in March 2024 the news agency Reuters
reported that the DRC was the world's second largest producer of copper in
2024, surpassed only by Chile. Other significant mineral resources in the DRC
include gold, lithium, tin, tantalum and tungsten.
The Congolese mining code was enacted by the Congolese congress in 2002,
replacing outdated mining legislation. This resulted in both an increase in
foreign direct investments and a steady increase in copper production in the
years prior to the global financial crisis of 2008. Despite the global
financial crisis of 2008, more than 1 million tonnes of copper were
transported in 2014, up from 9,000 tonnes in 2003, the year a peace agreement
officially ended the civil war.
The Congolese mining code was substantially amended in March 2018. Despite
reinforcing local content requirements and reducing tax incentives, the DRC's
mining sector continues to grow. In 2022 it was reported that the mining
sector remained the main driver of growth with a mining output growth of 22.6
per cent.
Background and history of Rome Resources
Rome Resources was incorporated in British Columbia, Canada, on 11 April 1990,
continued into Yukon on 27 August 2001 and continued back into British
Columbia on 25 August 2005. Since incorporation, Rome Resources' core
activities have been concentrated within the business of mineral exploration.
Prior to focusing on the Projects, Rome Resources held mineral interests
across central-western Argentina and Mexico.
The common shares of Rome Resources traded on Tier 2 of the TSX-V until 11
February 2016 when the Rome Resources' listing was transferred to NEX, which
is a board of the TSX-V, as a result of not having maintained the requirements
for a TSX-V Tier 2 company. On 1 April 2016, the British Columbia Securities
Commission issued a cease trade order against Rome Resources due to Rome
Resources' omission to file annual audited financial statements for the year
ended 30 September 2015, interim financial report for the financial period
ended 31 December 2015 and a form 51-102F1 management's discussion and
analysis for the periods ended 30 September 2015 and 31 December 2015.
Consequently, on 4 April 2016 trading in the common shares of Rome Resources
was suspended on NEX.
The business' mineral interests in Argentina and Mexico were eventually
forfeited due to non-payment of maintenance fees due to being a dormant
company. As part of Rome Resources' reactivation strategy, Rome Resources
raised approximately CA$840,000 which was announced 26 May 2022. On 22
November 2022, Rome Shares eventually was reinstated for trading on the TSX-V
as a Tier 2 issuer.
On 24 May 2022, Rome Resources announced, inter alia, that it had reached an
agreement in principle to acquire majority interests in what is now known as
the Bisie North Project. On 22 August 2022, Rome Resources subsequently
announced that on 15 August 2022 it finalised definitive option agreements to
acquire majority interests in two properties situated in the Walikale district
of the North Kivu province in the eastern DRC. The two contiguous properties
are referred to collectively as the "Projects".
As at the date of this announcement, Rome Resources is a reporting issuer in
the provinces of Alberta and British Columbia, each in Canada.
The Projects
The Projects are interpreted as a base-metals bearing vein systems adjacent to
an underlying granite from which the mineralising fluids are thought to have
originated. The cassiterite (a tin oxide) and base metal sulphide
mineralisation (including copper, zinc, lead and silver) is hosted within a
variety of micaceous schists, which are heavily chloritised within and
immediately adjacent to the mineralised zones.
The Projects exploration area lies just 8km northwest of the Mpama North tin
mine which is owned by Alphamin and was reported by the Edison Group in 2023
to be the highest grade tin mine in the world. Furthermore, the Mpama North
tin mine was responsible for producing 4 per cent. of the world's mined tin
supply and Alphamin has reported plans to ramp up production to 7 per cent. of
tin supply once their Mpama South deposit comes onstream.
Rome Resources has identified three prospective areas located within the
Projects to date: Mont Agoma, Mont Agoma Northwest and Kalayi. Historical
artisanal workings for cassiterite occur at Mont Agoma Northwest and
small-scale artisanal mining, also for cassiterite, is underway in the Kalayi
area (Kalayi Boeing). The Mont Agoma mineralisation is polymetallic with
extensive zones of copper, zinc and minor lead-sulphide, silver and tin
mineralisation. However, no previous mining is known to have occurred at Mont
Agoma.
In terms of exploration, two soil sampling programmes were conducted by Rome
Resources in 2021 and 2022 to identify and delineate tin and base metal
anomalies. A high-grade tin in soil anomaly (above 80 ppm tin) of 800 metres
strike was delineated at Kalayi, with anomalous tin (above 40 ppm tin)
occurring over approximately 2,000 metres. At Mont Agoma, a high grade tin in
soil anomaly was identified over 1,000 metres strike within which tin in soil
grades reach values of >500 ppm tin over approximately 400 metres. Both
anomalies were followed up by diamond core drilling.
A total of 24 diamond drillholes were drilled by Rome Resources at the
Projects: eighteen at the Mont Agoma prospect; four at the Kalayi prospect;
and two at the Mont Agoma Northwest target. Three of the drillholes collared
at Mont Agoma were abandoned at depths of less than 50 metres and were
redrilled for a total of 15 completed holes. The drilling is preliminary in
nature aimed at investigating the mineralisation beneath the artisanal
workings or under the extensive geochemical anomaly at Mont Agoma.
At Kalayi, a single line of four drillholes was completed, aimed at
investigating mineralisation below artisanal workings. Two of the holes
intersected significant tin (cassiterite) mineralisation associated with
silicification in narrow shear zones.
Extensive massive and semi-massive base metal sulphide zones were intersected
in the majority of the drillholes at Mont Agoma, together with significant tin
in cassiterite intercepts within or proximal to the sulphide zones.
No significant mineralisation was intersected in either of the two holes
drilled at Mont Agoma Northwest.
A Competent Person's Report prepared by MSA Group (Pty) Ltd, set out in Part
IV of the Admission Document, has concluded that the properties have been
acquired on the basis of sound technical merit and that the properties are
sufficiently prospective, subject to varying degrees of exploration risk, to
warrant further resource development.
Further details of the Enlarged Group's Projects can be found in section 1 of
the Competent Person's Report which is outlined in Part IV of the Admission
Document.
Projects ownership
On Admission, the Enlarged Group's corporate structure and associated
interests in the Projects is anticipated to be as outlined in table 2 of the
Admission Document.
A breakdown of Rome Resources' current ownership interests in the Projects is
outlined below.
PEPM13274 - Kalayi
§ Overview
PR13274 (Permit de Recherches (mineral exploration permit)) was converted to
PEPM13274, Permis d'Exploitation des Petites Mines (a small scale exploitation
permit) on 18 July 2023. PEPM13274 is made up of 36 cadastral squares
(carrés) forming a polygon with six corner points and a total surface area of
30.74 km(2). The permit was granted to Investissement Et Developpement
Immobiliers SARL on 18 July 2023 for a period of five years. Further details
in relation to PEPM13274 can be found in section 4.2.1 of the Competent
Person's Report which is outlined in Part IV of the Admission Document.
§ Ownership
As at the date of this announcement, Rome Resources holds a direct 71 per
cent. legal interest in MRDC, that in-turn holds an indirect 72.5 per cent.
beneficial interest in PEPM13274 pursuant to a contractual joint venture
agreement entered into between MRDC and IDI dated 11 January 2022, as amended,
further details of which are set out in paragraph 12.10(a) of Part IX of the
Admission Document. PEPM13274 is directly 100 per cent. legally held by IDI.
As a result, Rome Resources' ultimate interest in PEPM13274 is an indirect
beneficial 51.5 per cent.
§ Conditions to continued operations
IDI, as the PEPM13274 permit holder, must apply for a commencement of work
certificate that is required to be issued before 4 August 2024 to guarantee
continuation of the permit, which the Placing and Admission will facilitate.
Notwithstanding this requirement, IDI is not in breach of any of the terms of
PEPM13274 nor of any of any matter that can cause the revocation or forfeiture
of PEPM13274 as listed in the DRC Mining Code and no additional conditions in
respect of PEPM13274 have been imposed.
PR15130 - Mont Agoma
§ Overview
PR15130 (Permis de Recherches (mineral exploration permit)) is made up of 9
carrés forming a square shaped polygon with four corner points and a total
surface area of 7.69 km(2). PR15130 is located immediately adjacent to the
northeastern carrés of PEPM13274 and together the permits form a contiguous
rectangle. The permit was granted to Palm on 15 December 2021 for a period of
five years. Further details in relation to PR15130 can be found in section
4.2.2 of the Competent Person's Report which is outlined in Part IV of the
Admission Document.
§ Ownership
As at the date of this announcement, Rome Resources holds an indirect 51 per
cent. beneficial interest in PR15130, which is currently 100 per cent.
directly legally owned by Palm. Rome Resources' indirect 51 per cent.
beneficial interest was acquired from CoTin pursuant to the terms of an option
agreement entered into between Rome Resources and CoTin dated 15 August 2022,
as amended, pursuant to which Rome Resources exercised its option to acquire
51 per cent. of CoTin's indirect 70 per cent. beneficial interest in PR15130,
reducing CoTin's indirect beneficial interest to 19 per cent. Further details
of the CoTin Option Agreement are set out in paragraph 12.12(b) of Part IX of
the Admission Document. CoTin acquired its initial indirect 70 per cent.
beneficial interest in PR15130 pursuant to a contractual joint venture
agreement entered into between CoTin and Palm dated 11 February 2022, further
details of which are set out in paragraph 12.12(a) of Part IX of the Admission
Document.
§ Conditions to continued operations
As at the date of this announcement, Palm is not in breach of any of the terms
of PR15130 nor of any of any matter that can cause the revocation or
forfeiture of PR15130 as listed in the DRC Mining Code and no additional
conditions in respect of PR15130 have been imposed.
Proposed restructuring of the Projects
As at the date of this announcement, IDI and Palm, being the 100 per cent.
legal holders of PEPM13274 and PR15130 respectively, are in the process of
transferring their 100 per cent. legal interests in the licences to Kalayi Tin
SARL and Mont Agoma SARL, respectively.
Kalayi Tin SARL is a limited liability company incorporated in the DRC that
was established by MRDC and IDI for the purposes of being the entity to which
IDI agreed to transfer its 100 per cent. legal interest in PEPM13274 (the
Bisie North Project), pursuant to the terms of the MRDC JV Agreement. Kalayi
Tin SARL is held 72.5 per cent. by MRDC, with the remaining 27.5 per cent.
being held by DRC national Mr Wathuma, satisfying the requirement for a
minimum of 25 per cent. Congolese ownership in the permit. Following
completion of the transfer of PEPM13274 from IDI to Kalayi Tin SARL, Rome
Resources will continue to hold an indirect 51.5 per cent. interest in
PEPM13274, through its direct 71 per cent. shareholding in MRDC.
Mont Agoma SARL is a limited liability company incorporated in the DRC that
was established by CoTin and Palm for the purposes of being the entity to
which Palm agreed to transfer its 100 per cent. legal interest in PR15130 (the
Bisie North-East Project), pursuant to the terms of the CoTin JV Agreement.
Mont Agoma SARL is held 19 per cent. by CoTin, 30 per cent. by Palm and 51 per
cent. by Rome Resources. Following completion of the transfer of PR15130 from
Palm to Mont Agoma SARL, Rome Resources will hold a direct 51 per cent.
interest in PR15130.
IDI has executed a transfer agreement with Kalayi Tin SARL for the transfer of
PEPM13274 to Kalayi Tin SARL, and Palm has executed a transfer agreement with
Mont Agoma SARL for the transfer of PR15130 to Mont Agoma SARL. Transfer
applications in respect of each such transfer have been registered with the
DRC Mining Cadastre. The DRC Minister of Mines has also been provided with the
following in respect of each such transfer application:
§ an opinion on the technical investigation conducted by the Directorate of
Mines;
§ an opinion on the environmental investigation conducted by the DRC agency
responsible for protecting the environment; and
§ a favourable opinion from the DRC Mining Cadastre.
The transfer applications together with the above documents remain subject to
review and either approval or refusal by the DRC Minister of Mines. If the
transfers are approved, the DRC Mining Cadastre will register the transfers
after payment of a registration tax amounting to 1 per cent. of the respective
transfer price. As at the date of this announcement, Kalayi Tin SARL and Mont
Agoma SARL are responsible for paying the registration taxes in relation to
PEPM13274 and PR15130 respectively.
The timing of the receipt of the outstanding DRC Minister of Mines approval in
relation to the proposed restructuring of the Projects remains outside of Rome
Resources' and Pathfinder Minerals' control. Admission is not conditional on
completion of the proposed restructuring and transfer of permits. In addition,
there can be no certainty that the proposed restructuring of the ownership
interests in the Projects will complete or complete on the terms outlined
above.
Accordingly, until completion of the proposed restructuring and transfer of
permits occurs, the Enlarged Group will be afforded limited protections in
circumstances including, but not limited to; (i) where the joint venture
agreements governing the Enlarged Group's beneficial interest in either
PEPM13274 and PR15130 is terminated; (ii) where the current legal owners of
the Projects (Palm Constellation SARL and Investissement et Développement
Immobiliers SARL) become insolvent; or (iii) where either PR15130 or PEPM13274
is expropriated.
Rome Resources and MRDC also hold options and rights to further increase their
ownership interests in the Projects.
In respect of PEPM13274 (the Bisie North Project):
§ pursuant to the MRDC JV Agreement and the MRDC Shareholders' Agreement Term
Sheet (further details of which are set out in paragraphs 12.11(a) and
12.11(d) of Part IX of the Admission Document), at any time within three years
of 11 January 2022, MRDC may elect to acquire from Mr Wathuma 7.5 per cent. of
his interest in Kalayi Tin SARL for a total of US$2,000,000 payable within 30
days of giving such notice. After the exercise of such an election, Mr
Wathuma's interest in Kalayi Tin SARL will decrease from 27.5 per cent. to 20
per cent. and MRDC's increase will increase from 72.5 per cent. to 80 per
cent., therefore increasing Rome Resources' indirect 51.5 per cent. interest
in PEPM13274 through its shareholding in MRDC to 56.8 per cent. (or 72 per
cent. if Rome Resources has exercised its option under the MRDC 19 per cent.
Option Agreement referred immediately below); and
§ pursuant to the MRDC 19 per cent. Option Agreement (further details of
which are set out in paragraph 12.11(c) of Part IX of the Admission Document),
Rome Resources has an agreement with Reitmeier and MRDC to acquire a further
19 per cent. interest in MRDC from Reitmeier. Following completion of such
acquisition, Reitmeier's interest in MRDC will decrease from 29 per cent. to
10 per cent. and Rome Resources' interest in MRDC will increase from 71 per
cent. to 90 per cent., therefore increasing Rome Resources' indirect 51.5 per
cent. interest in PEPM13274 through its shareholding in MRDC to 65.25 per
cent. (or 72 per cent. if MRDC has exercised its option under the MRDC JV
Agreement and the MRDC Shareholders' Agreement Term Sheet referred immediately
above).
In respect of PR15130 (the Bisie North-East Project):
§ pursuant to the Palm 15 per cent. Option Agreement and the Palm Assignment
and Assumption Agreement (further details of which are set out in paragraphs
12.12(c) and 12.12(d) of Part IX of the Admission Document), Rome Resources
(or the Company, if it exercises its rights under the assignment and
assumption agreement) has an agreement with Palm to acquire a further 15 per
cent. interest in Mont Agoma SARL. Following completion of such acquisition
and completion of the transfer of PR15130 to Mont Agoma SARL, Palm's interest
in Mont Agoma SARL and therefore PR15130, will decrease from 30 per cent. to
15 per cent., CoTin's interest will remain at 19 per cent. and Rome Resources
interest will increase from 51 per cent. to 66 per cent. (or 75 per cent. if
Rome Resources has exercised its option under the Mont Agoma 9 per cent.
Option Agreement referred immediately below); and
§ pursuant to the Mont Agoma 9 per cent. Option Agreement (further details of
which are set out in paragraph 12.12(e) of Part IX of the Admission Document),
Rome Resources has an agreement with CoTin, Mont Agoma SARL and the Company to
acquire a further 9 per cent. interest in Mont Agoma SARL from CoTin.
Following completion of such acquisition, CoTin's interest in Mont Agoma SARL
will decrease from 19 per cent. to 10 per cent. and Rome Resources' interest
in Mont Agoma SARL and therefore PR15130, will increase from 51 per cent. to
60 per cent. (or 75 per cent. if Rome Resources has exercised the Palm Option
under the Palm 15 per cent. Option Agreement and the Palm Assignment and
Assumption Agreement referred immediately above).
Business model and operations
Business model
As an early-stage resource exploration company, Rome Resources' core business
model is to identify, scope and execute mineral resource drilling programmes,
with a concentration in previously identified polymetallic and "tin in soil"
anomalies. With this core strategy in mind, in the short to medium term Rome
Resources intends to develop its flagship Projects up to a
pre-feasibility/feasibility level. Upon reaching these milestones, Rome
Resources intends to generate revenues through exploring trade sales of the
Projects to larger and more mature operators.
In delineating the resource, the Directors believe this would create a
compelling value proposition for existing or aspiring tin producers to acquire
the Projects or the vehicle holding the Projects as well for investors to
support further development. The Directors believe that the location of the
Projects, 8km from tin ore processing and export infrastructure, significantly
reduces the capital requirements to first production and the abundant local
workforce will enable operating costs to be very competitive.
In addition to exploring potential trade sales, Rome Resources intends to also
retain the flexibility to potentially further developing the Projects to
production by introducing a fit for purpose mine development team to the
business who would develop the asset to first revenue. Any such strategy is
likely to be in conjunction with a joint venture partner and involve an
offtake agreement with industry participants.
Operations
Rome Resources' registered office and headquarters is currently located in
Canada. The majority of Rome Resources' operations is concentrated in the
North Kivu province of the DRC. In this respect, Rome Resources has
established an exploration camp within the vicinity of the Projects. This
comprises tented accommodation, wooden offices, kitchen, stores and ablution
facilities, a helicopter pad, a satellite communication dish, water
reticulation, power generation and drillhole core storage and sample
processing facilities. The exploration camp has the capacity to cater for up
to 50 people, with the potential for further expansion, subject to incurring
minimal construction costs.
As a result of the remote location of the Projects, access to the surrounding
site is currently restricted due to the limited local infrastructure.
Consequentially, Rome Resources currently contracts the services of a
helicopter company out of South Africa to maintain access to the Projects
site. The Projects are located approximately 8km from infrastructure
constructed and put in place by Alphamin and can be further upgraded at
minimum costs utilising local contractors, if needed.
Proposed exploration programme
Rome Resources has a planned exploration drilling programme and budget to be
carried out upon acquisition by Pathfinder. A total of 16 diamond drillholes
are planned at the Kalayi and Mont Agoma prospects: 8 at Kalayi and 8 at Mont
Agoma for a total of 2,700 m.
The first phase of 12 diamond drill holes (1,360 m) at Kalayi are planned to
result in a grid of approximately 100 m along strike and 50 m down dip to
cover approximately 600 m of more than 80 ppm tin in soil anomaly. The second
phase of 8 diamond drill holes (1,885 m) at Mont Agoma are planned to cover
approximately 700 m of the tin in soil anomaly at the same spacing as at
Kalayi.
The programme is planned to show continuity of significant tin mineralisation
identified at Kalayi over 600 m along strike and is aimed at defining
mineralisation continuity consistent with that of an Inferred Mineral
Resource. At Mont Agoma significant high-grade copper, zinc, silver and
elevated tin mineralisation has been identified over significant widths in
previous drilling. The primary aim of the programme is to confirm a
mineralised model of vertical zonation, similar to San Rafael in Peru, and to
target tin mineralisation at depths of 50 m to 100 m below the current
drilling where the interpretation could indicate higher tin grades. Drilling
will target the copper, silver, zinc and tin zone with one hole extended to
intersect the entire approximately 100 m wide zinc zone every 200 m along
strike.
The budgeted cost for the programme (phase one and phase two) is £1,120,000.
A third contingent phase of diamond drilling comprised of 6,000 metres at an
additional cost of £3,000,000 will be planned on completion of phase one and
phase two (as outlined in the table below which is extracted from the
Competent Person's Report), subject to favourable results, in order to further
define the nature of the mineralisation. For the avoidance of doubt, this
third contingent phase of diamond drilling does not form part of the proposed
use of the Placing proceeds.
Proposed exploration budget for phase one and two
Item Units Budget
Diamond drilling GBP 305,000
Assaying and Reporting GBP 34,000
Site Transport GBP 443,000
Local costs GBP 293,000
Head Office Costs GBP 45,000
Total GBP 1,120,000
Further details of the Enlarged Group's planned exploration programme can be
found in section 26.1 of the Competent Person's Report which is outlined in
Part IV of the Admission Document.
Indicative timetable
The first phase of drilling is anticipated to commence shortly after
Admission. In this regard, three drill rigs with an optional fourth will be
active throughout the summer months. It is anticipated that the drilling
programme will be completed by the early part of the fourth quarter 2024 and
the analysis, including delineation of any resources by a competent person,
will occur before the end of 2024. The Directors anticipate that the Enlarged
Group will be in a position to decide on the next steps for the Projects in
early 2025.
Competition
The Directors believe that there are no known competitors active in the
region. It is understood that Alphamin, a local operator in the region, is a
mining company focused on production rather than early-stage exploration. The
Directors believe that the only other potential ground owners are small scale
artisanal miners in the area who generally operate illegally and opportunistic
Congolese entrepreneurs with no mining or exploration experience who acquire
licences with the aim of entering into joint ventures with established
exploration companies, such as that of the Enlarged Group.
Furthermore, the UK government's guidance on overseas business risks for the
DRC reports that the DRC has one of the most difficult business environments
in the world. The Directors believe that this contributes to the reduced
number of foreign junior exploration companies operating in the DRC. With this
in mind, the Directors further believe that the Enlarged Group is positioned
well to operate in the DRC noting that certain members of Rome Resources have
successfully operated in the region in the past.
Competent Person's Report
Set out in Part IV of the Admission Document is the CPR prepared by MSA Group
(Pty) Ltd as required by the AIM Rules and prospective investors are advised
to read this section in full for an independent assessment of the Projects'
mineral potential, drilling programme, a description of the property, geology,
exploration, taxation and other relevant matters.
5. Summary financial information
Rome Resources
The table below sets out Rome Resources' summary financial information for the
last three financial years ended 30 September 2023. The historical information
was prepared and audited under IFRS. The summary below has been extracted from
the Appendix of the Admission Document. In order to make a proper assessment
of the financial performance of Rome Resources' business, prospective
investors should read the Admission Document as a whole and not rely solely on
the key or summarised information in this section.
Year ended 30 September 2023 Year ended 30 September 2022 Year ended 30 September 2021
(audited) (audited) (audited)
CA$ CA$ CA$
Revenue - - -
Expenses (547,474) (849,548) (15,327)
Loss for the year (1,453,898) (698,230) (15,327)
Basic and diluted loss per share for the year
(0.02) (0.02) (0.00)
Unaudited pro-forma financial information is contained in Part VII of the
Admission Document to illustrate the effect of the Proposals on the Enlarged
Group.
Since Rome Resources was reinstated for trading on the TSX-V in November 2022,
Rome Resources has principally been financed through equity. In this regard,
Rome Resources has raised approximately CA$4.66 million in equity investment
since November 2022.
As an early-stage exploration company, Rome Resources has historically been
loss-making. At an operational level, there has been significant cash
consumption in order to advance the development of the Projects.
Pathfinder
The audited annual reports and accounts for the Company for the financial
years ending 31 December 2023, 2022 and 2021 are incorporated by reference
under the exemption set out in Rule 28 of the AIM Rules. These reports and
accounts are available online at the Company's website:
www.pathfinderminerals.com (http://www.pathfinderminerals.com/)
/investor-relations/financial-reports-and-presentations/financial-reports/2023.aspx.
6. Strategy of the Enlarged Group
On Completion, the Company will own 100 per cent. of Rome Resources and as a
result Rome Resources will become the Company's core business. The strategy of
the Enlarged Group will be to develop the assets of Rome Resources, namely the
two permits comprising the Projects. This development will take the form of a
first phase of significant infill drilling of the previously identified tin
and associated metal occurrences with a target of delineating a mineral
resource for the assets. Subsequently, a decision will be made as to whether
to further progress the Projects through feasibility studies or market the
assets for potential sale or joint venture partnership. In parallel, long term
the New Board intends to evaluate additional assets for inclusion in the
business based on a commodity and geographical fit for the business.
The principal place of operations of the Enlarged Group will be the DRC with
effect from Admission.
7. Current trading and prospects
Pathfinder
On 8 May 2024, Pathfinder announced its audited financial results for the year
ended 31 December 2023 (FY 2023). During this period, Pathfinder generated nil
revenue (FY 2022: nil) and a loss before tax of £1,043k (FY 2022: £376k). As
at 31 December 2023, Pathfinder held cash and cash equivalents of £1.396
million (31 December 2022: £46k).
Rome resources
Summary of performance in the financial year ended 30 September 2022
During the financial year ended 30 September 2022 ("FY 2022"), Rome Resources
generated nil revenue, recorded a gain on the settlement of accounts payable
totalling CA$151,318, incurred property investigation costs of CA$516,790 and
reported a loss before tax of CA$698,230. As at 30 September 2022, Rome
Resources had cash and equivalents of CA$743,652, and working capital of
CA$587,763. Financing activities during FY 2022 totalled CA$1,458,586 and
consisted of CA$618,586 received from a private placement financing, and
CA$840,000 received in advance for a financing completed in FY 2023.
Exploration by Rome Resources during FY 2022 was limited to soil sampling on
both PR13274 and PR15130. In this regard, all samples were submitted to ALS
Limited, a global leader in providing laboratory testing, inspection,
certification and verification solutions, in Johannesburg, South Africa for
analysis. Two highly significant soil anomalies, Kalayi and Mont Agoma, with a
combined strike length of 3-4 km were identified as priority targets.
Additional low-level anomalies were also identified for future follow up. Rome
Resources also commenced with camp construction and drill pad preparation
during this period.
Summary of performance in the financial year ended 30 September 2023
During the financial year ended 30 September 2023 ("FY 2023"), Rome Resources
generated nil revenue, recorded a gain on the settlement of accounts payable
totalling CA$10,345, incurred stock-based compensation expense of CA$912,013
for options granted to directors and officers and reported a loss before tax
of CA$1,453,898. As at 30 September 2023, Rome Resources had cash and
equivalents of CA$87,687, and negative working capital of CA$850,549.
Financing activities during FY2023 totalled CA$3,295,467, comprising
CA$3,894,923 received from private placements that closed during the financial
year less CA$840,000 received in the prior financial year, plus CA$240,544
received in loans.
During FY 2023, Rome Resources received regulatory approval to enter into two
option agreements to acquire majority interests in two contiguous properties
referred to collectively as the Projects. Investing activities during FY 2023
were CA$3,956,106 comprising CA$2,143,299 in exploration and evaluation costs
and CA$1,812,807 for the acquisition of an associated company.
At an operational level, diamond drill rigs were mobilised in December 2022
and Rome Resources commenced drilling around the end of 2022. Drilling
continued on both tenements up until July 2023. Four diamond drill holes were
drilled at Kalayi and 15 holes were drilled at Mont Agoma. All diamond cores
were logged and selected intervals were sampled. All samples were prepared at
an accredited Congolese analytical laboratory in Lubumbashi with
representative pulps sent to ALS Limited in South Africa for polymetallic
analysis. Significant tin mineralisation was identified at Kalayi and a 250 m
wide sulphide zone with zinc, copper, silver and tin mineralisation was
identified from surface at Mont Agoma and will be followed up at depth and
along strike once additional drilling commences. Camp construction continued
and all formalities were concluded allowing the company to operate in
compliance to DRC law.
Summary of performance to date in the financial year ending 30 September 2024
For the financial year ending 30 September 2024, activities have so far been
limited to infill soil sampling, manual excavation of one trench and camp
refurbishment. All samples were analysed using a handheld Niton XRF analyser.
Soil sampling defined a 700 m high grade tin in soil anomaly which continues
to the north and south of current drilling. A 13 m anomalous tin zone was
defined in the single trench.
8. Principal terms and financial effect of the Acquisition
The consideration for the Acquisition
Under the terms of the Arrangement Agreement, the Company has conditionally
agreed to acquire the entire issued share capital of Rome Resources for a
consideration to be settled through the issue of 2,351,657,348 new Ordinary
Shares to the shareholders of Rome Resources on Admission. Based on the
Consideration Price, the Consideration represents a value of approximately
£7,054,972.04 or CA$12,134,551 using an exchange rate of 1.72 GBP:CAD.
The Consideration Shares represents approximately 222 per cent. of the
Existing Ordinary Shares and 48.27 per cent. of the Enlarged Share Capital.
Furthermore, under the terms of the Arrangement Agreement, up to 113,332,000
Replacement Warrants and up to 81,091,000 Replacement Options will be made
available to security holders of Rome Resources. Further information in
relation to the Replacement Warrants and Replacement Options is set out in
paragraph 12.8 of Part IX of the Admission Document.
The Arrangement Agreement contains representations and warranties given by
each of Rome Resources and the Company in favour of the other relating to,
among other things, organization and qualification; authority relative to the
Arrangement Agreement; required approvals, constating documents and certain
agreements and capitalization.
The Arrangement Agreement is conditional upon, inter alia; (i) the Resolutions
being passed; (ii) at least 66⅔ per cent. of the votes cast by Rome
Shareholders having voted in favour of the Arrangement Agreement at a meeting
of the shareholders of Rome Resources (the "Rome Meeting"), scheduled to be
held on 12 July 2024; or such other date as the Company and Rome Resources may
agree (iii) at least a simple majority of the votes cast by shareholders of
Rome Resources (excluding the votes of certain "related parties" of Rome
entitled to receive a "collateral benefit in connection with the Acquisition),
as such terms are defined under applicable Canadian securities laws) having
voted in favour of the Arrangement Agreement at the Rome Meeting; (iv) at
least a simple majority of the votes cast by shareholders of Rome Resources
(excluding the votes of certain "related parties" of Rome) having voted in
favour of certain other resolutions proposed for approval at the Rome Meeting;
(v) the approval of the Court of British Columbia, Canada; (vi) the receipt of
certain regulatory approvals; (vii) no material adverse effect (as defined in
the Arrangement Agreement) having occurred; (viii) the representations of Rome
Resources and the Company being true and accurate as at completion; (ix) the
satisfaction of certain other closing conditions customary in acquisitions of
this nature; and (x) Admission.
A termination fee is payable by the Company to Rome Resources, and vice versa,
should certain conditions not be satisfied, including failure to obtain the
requisite approvals by shareholders of the Company and Rome Resources, failure
by the directors of the Company and Rome Resources to recommend to their
shareholders to vote in favour of the Acquisition or a breach of the
representations, or, warranties and covenants set out in the Arrangement
Agreement. The termination fee is an amount equal to the legal and other
professional costs properly incurred in connection with the transactions
contemplated by the Arrangement Agreement, subject to a maximum of CA$500,000.
Further details of the Arrangement Agreement are set out in paragraph 12.8 of
Part IX of the Admission Document.
Financial effects of the Acquisition
An unaudited pro forma statement of consolidated net assets and unaudited pro
forma income statements of the Enlarged Group, prepared for illustrative
purposes only, showing, inter alia, the impact of the Acquisition and Placing
on the Enlarged Group is set out in Part VII of the Admission Document.
9. Directors, Senior Management and Employees
Directors
The Existing Directors will remain on the New Board following Admission and
New Directors will be appointed to the New Board effective from the date of
Admission.
As a result, the New Board will comprise of the following individuals on
Admission:
Paul Anthony Barrett, aged 66, Chief Executive Officer
Paul is a geologist by profession with over 20 years' engineering experience.
Paul commenced his career as a geologist at Philips Petroleum Company and held
positions at Britoil plc (acquired by BP PLC in 1988), British Coal
Corporation and Ranger Oil. Paul subsequently founded and was previously a
managing director of Europa Oil and Gas (holdings) plc, an AIM-quoted oil and
gas business. He is also a partner in a company which is in a joint venture
with Shell and Qatar Energy in South Africa. Paul joined the board of
Pathfinder on 16 August 2023 as an executive director. Paul holds a Bachelor
of Science (honours) in Geology from the University of Durham and a Master of
Sciences in Petroleum Geology from Imperial College London.
Mark Richard Gasson, aged 66, Executive Chairman
Mark is a geologist by profession with over 35 years' experience in gold and
base metals exploration and development across Africa and South America. Mark
commenced his career at Anglovaal Limited (now part of African Rainbow
Minerals Limited) and has held a number of exploration roles. Mark was
instrumental in the discovery of 250,000 tonnes of tin (graded at 3.5 per
cent.) at Alphamin Resources Corporation's (TSX-V: AFM and JSE: APH) Bisie tin
project. Mark joined the board of Rome Resources on 17 January 2023 and was
appointed chief executive officer and president on 20 April 2023. Mark joined
the board of Pathfinder on 25 May 2021 originally as an independent
non-executive director and will transition to the role of an executive chair
on Admission of the Enlarged Group. Mark holds a Bachelor of Science (honours)
from the University of Port Elizabeth and is a member of the Australasian
Institute of Mining and Metallurgy.
Marc Kay Mathenz, aged 54, Non-Executive Director
Marc is a fellow chartered and certified accountant (FCCA). He commenced his
career as an auditor at KPMG (Germany) and subsequently joined Credit Suisse
First Boston (UK) as senior associate in the mergers & acquisitions team.
Marc has held a number of senior board positions. He was formerly the chief
financial officer, head of mergers and acquisitions and a managing director at
First Data Asia Pacific, managing director at Fiserv Inc, (Asia Pacific) and
is currently the group chief financial officer at Pine Labs Private Limited.
Marc holds a Bachelor of Business Administration from Emory University (USA)
and a Master of Business Administration from London Business School. Marc is
also a charted financial analyst (CFA). Marc will hold the position of senior
independent non-executive director on Admission.
Serge Nawej Tshitembu, aged 44, Non-Executive Director
Serge is a qualified lawyer by background and began his legal career in
Belgium in 2006. He has held legal positions at DLA Piper LLP (Brussels). In
2014, Serge subsequently co-founded Proxima Law in the DRC focusing on cross
border transactions in Africa. Serge is currently based in the DRC and is the
beneficial owner of Palm Constellation SARL. He joined the board of directors
of Rome Resources on 21 June 2023. Serge holds a Bachelor of Laws (honours)
from Faculté Universitaire Saint-Louis Brussels (Belgium) as well as a Master
of Law from the Université Libre de Bruxelles, Brussels (Belgium).
Edouard André Denis François Etienvre, aged 41, Non-Executive Director
Edouard is an energy and natural resources executive with over 18 years'
experience in the natural resources sector. Edouard commenced his career as an
oil and gas equity research analyst at Société Générale S.A and
subsequently as an oil and gas finance banker at Bank of Scotland Plc (at the
time part of HBOS Plc). Edouard has held senior positions with private
companies active in the energy, mining and shipping sectors. He is currently a
non-executive director of ASX listed ADX Energy Ltd and AIM quoted Ascent
Resources Plc and is the founder of NGX Commodities Ltd. Edouard holds a
Master of Science in Management from KEDGE Business School.
Following completion of the Acquisition, the Enlarged Group's senior
management team will include the following individuals:
Senior Management
Philip Knowles, Chief Financial Officer
Philip will join the Enlarged Group in a non-board capacity on Admission.
Philip is a fellow chartered and certified accountant. He commenced his career
as an auditor at Princecroft Willis and subsequently held financial controller
and chief financial officer roles at Firestone Diamonds and Stellar Diamonds,
respectively. He was formerly chief financial officer and later chief
executive officer of the Asset Exchange Group prior to taking on a consultant
role as chief financial officer at Silvertree Partners. Philip holds a
Bachelor in Accounting and Finance from the University of Exeter and a Master
of Business Administration in Global Business from Oxford Brookes University.
Employees
As at the Business Day before the date of this announcement, the Group had 1
employee. Following completion of the Acquisition, the Enlarged Group will
have approximately 47 employees.
10. Details of the Placing
The Placing will raise gross proceeds for the Enlarged Group of approximately
£4.0 million (before estimated expenses of approximately £1.1 million
(excluding VAT)). On Admission, the Enlarged Group will have a market
capitalisation of approximately £14,615,593.82 at the Issue Price.
The Placing Shares will, where applicable, be issued credited as fully paid
and will, on Admission, rank pari passu in all respects with the Existing
Ordinary Shares and the Consideration Shares, including the right to receive
all dividends and other distributions thereafter declared, made or paid on the
Enlarged Share Capital.
Placing
Allenby Capital and Oak Securities have, as joint brokers for the Company
pursuant to the Placing Agreement, conditionally agreed to use their
reasonable endeavours to procure Placees for the Placing Shares at the Issue
Price. The Placing Shares will be placed with a number of institutional and
other investors introduced by Allenby Capital and Oak Securities. The Placing
has not been underwritten by Allenby Capital or Oak Securities.
The Placing Shares represent approximately 27.37 per cent. of the Enlarged
Share Capital and will raise gross proceeds for the Enlarged Group of
approximately £4.0 million.
The Placing is not underwritten and is conditional, inter alia, upon Admission
becoming effective and the Placing Agreement becoming unconditional in all
other respects and not being terminated by 8.00 a.m. on 26 July 2024 or such
later date (being no later than 9 August 2024) as the Company and Allenby
Capital (acting on behalf of itself and Oak Securities) may agree. The Placing
Agreement contains provisions entitling Allenby Capital and Oak Securities to
terminate the Placing in its entirety in certain customary circumstances prior
to Admission becoming effective. If this right is exercised, the Placing will
lapse and Admission will not occur.
Use of Placing Proceeds
The Enlarged Group intends to use the net proceeds receivable from the Placing
to primarily execute an exploration programme in relation to the Enlarged
Group's Projects, as outlined in table 4 in the Admission Document. This
includes but is not limited to providing funds for (i) diamond drilling and
operational costs; (ii) undertaking assay work and resource reporting in
relation to the Projects; (iii) identifying and acquiring new assets, where
appropriate; and (iv) developing a long-term commercialisation strategy in
relation to the Projects.
11. Name change
To reflect the business of the Enlarged Group, the Existing Directors are
proposing to change the name of the Company to "Rome Resources plc". The
change of name will become effective once the Registrar of Companies has
issued a new certificate of incorporation on the change of name. This is
expected to occur on or around Admission. The tradeable instrument display
mnemonic ("TIDM") of the Company is expected to change on AIM to "RMR"
effective from 8.00 a.m. on or around Admission.
12. Admission, Settlement and Dealing
Application will be made for the Enlarged Share Capital to be admitted to
trading on AIM. It is expected that Admission will become effective and
dealings in the Enlarged Share Capital will commence on 26 July 2024.
The Ordinary Shares are eligible for CREST settlement and settlement of
transactions in the Ordinary Shares may take place within the CREST system if
a shareholder so wishes. CREST is a paperless settlement system enabling
securities to be evidenced otherwise than by a certificate and transferred
otherwise than by a written instrument in accordance with the CREST
Regulations. CREST is a voluntary system and shareholders who wish to receive
and retain share certificates are able to do so. For more information
concerning CREST, shareholders should contact their broker or Euroclear at 33
Cannon Street, London EC4M 5SB, United Kingdom or by telephone on +44 (0) 207
849 0000.
The Ordinary Shares will have the ISIN number GB00BYY0JQ23 and SEDOL BYY0JQ2.
The Ordinary Shares will not be dealt on any other recognised investment
exchange and no application has been or is being made for the Ordinary Shares
to be admitted to any other such exchange. It is anticipated that the Rome
Shares will delist from Tier 2 of the TSX-V on Admission.
13. Share Lock-In and Orderly Market Arrangement
Pursuant to the Rule 7 Lock-in Agreement, the Locked-in Shareholders
(comprising the Directors and other shareholders), who together hold Ordinary
Shares representing (immediately following Admission) approximately 21.01 per
cent. of the Enlarged Share Capital, have agreed that, subject to certain
exceptions permitted by Rule 7 of the AIM Rules, they will not dispose of
Ordinary Shares held by them during the period of 12 months from the date of
Admission. In addition, the Locked-In Shareholders, have each agreed with
Allenby Capital and the Company only to dispose of Ordinary Shares held by
them for a further period of twelve months from the expiry of the Lock-in
Period in accordance with certain orderly market principles.
Details of these arrangements are set out in paragraph 12.6 of Part IX of the
Admission Document.
14. Dividend policy
The New Board believes that the Enlarged Group will have the potential to be
cash generative in the future and recognises the importance of dividend income
to shareholders. The primary purpose of the Fundraising is to provide growth
capital with which to fund and accelerate the continuing expansion and
development of the Projects and the Enlarged Group's business. Accordingly,
the New Board does not intend that the Enlarged Group will declare a dividend
in the near term, however, available cash resources of the Enlarged Group will
be channelled into funding its expansion and the Projects.
Thereafter, the New Board intends to commence the payment of dividends only
when it becomes commercially prudent to do so, having regard to the
availability of distributable profits and the funds required to finance
continuing future growth. There can be no assurance as to the level of future
dividends (if any) that may be paid by the Enlarged Group or, in light of the
accrued losses of the Enlarged Group, of the ability to pay dividends. Any
determination to pay dividends in the future will be a decision for the New
Board (and will be subject to applicable laws and generally accepted
accounting principles from time to time, and other factors that the New Board
deems relevant).
The New Board may amend the dividend policy of the Enlarged Group from time to
time and the above statement regarding the dividend policy should not be
construed as any form of profit or dividend forecast.
15. Share Dealing Code
The Company has adopted a Share Dealing Code, which is compliant with Article
19 of UK MAR and Rule 21 of the AIM Rules. The Share Dealing Code will apply
to any person discharging managerial responsibility, including the Directors,
and the senior management and any closely associated persons and applicable
employees. The Share Dealing Code imposes restrictions beyond those that are
imposed by law (including by the FSMA, UK MAR and other relevant legislation)
and its purpose is to ensure that persons discharging managerial
responsibility and persons connected with them do not abuse, and do not place
themselves under suspicion of abusing, price-sensitive information that they
may have or be thought to have, especially in periods leading up to an
announcement of both financial results. The Share Dealing Code sets out a
notification procedure which is required to be followed prior to any dealing
in the Company's securities.
The Share Dealing Code will apply to the Enlarged Group.
16. Taxation
Information regarding taxation is set out in Part VIII of the Admission
Document. This information is intended only as a general guide to the current
tax position in the UK. Any investor who is in any doubt as to his or her tax
position or is subject to tax in a jurisdiction other than the UK, should
consult his or her own independent professional adviser without delay.
17. Corporate governance
QCA Code
The New Board recognises the importance of sound corporate governance and aims
to conduct business in an open, honest and ethical manner. Accordingly, the
Company has adopted the QCA Code on corporate governance. The Company will
continue to apply the QCA Code published in 2018 for the remainder of its
current financial year ending 31 December 2024 and then will consider, review
and update its corporate governance statement and arrangements to align with
the new QCA Code published in 2023 which takes effect for the Company from its
next financial year commencing on 1 January 2025.
The Enlarged Group's corporate governance statement sets out how the Enlarged
Group currently complies with the QCA Code published in 2018, as appropriate
for the Company's size and nature, and is set out in paragraph 10 of Part IX
of the Admission Document. As the Enlarged Group grows, the Directors intend
that it should develop policies and procedures which further reflect the QCA
Code, so far as it is practicable taking into account the size and nature of
the Enlarged Group.
18. The City Code on Takeovers and Mergers and concert parties
The terms of the proposed Placing give rise to certain considerations under
the Takeover Code. Brief details of the Takeover Panel, the Takeover Code and
the protections they afford are given below.
Rule 9 of the Takeover Code
The Takeover Code applies to the Company. Under Rule 9 of the Code, any person
who acquires an interest in shares which, taken together with shares in which
that person or any person acting in concert with that person is interested,
carry 30 per cent. or more of the voting rights of a company which is subject
to the Takeover Code is normally required to make an offer to all the
remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30
per cent. of the voting rights of such a company but does not hold shares
carrying more than 50 per cent. of the voting rights of the company, an offer
will normally be required if any further interests in shares carrying voting
rights are acquired by such person or any person acting in concert with that
person.
An offer under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer.
The Concert Party
Persons acting in concert include persons who, pursuant to an agreement or
understanding (whether formal or informal), co-operate to obtain or
consolidate control of that company. The Company has agreed with the Takeover
Panel that the following persons are acting in concert in relation to the
Company: Mark Gasson and Klaus Eckhof (the "Concert Party").
Mark Gasson is a director of Pathfinder Minerals Plc and Rome Resources Ltd.
Mark Gasson will remain a director of Pathfinder Minerals Plc on Admission.
Klaus Eckhof is an existing shareholder of Rome Resources Ltd and is
considered to be acting in concert by virtue of his close business
relationship with Mark Gasson as a result of, inter alia, historical mutual
directorships and investments.
As at the date of this announcement, the Concert Party does not hold any
Existing Ordinary Shares.
On Admission and following the issuance of the Placing Shares, the
Consideration Shares and the Fee Shares (and assuming that no other person
converts any convertible securities or exercises any warrants, options or any
other right to subscribe for shares in the Enlarged Group), the Concert Party
will be interested in 859,076,100 Ordinary Shares representing approximately
17.63 per cent. of the Enlarged Share Capital and voting rights of the
Company, as set out below;
Existing Ordinary Shares held No. of Placing Shares No. of Fee Shares No. of Consideration Shares Total no. of Ordinary Shares on Admission Per cent. of Enlarged Share Capital
Mark Gasson nil nil nil 401,351,600 401,351,600 8.24
Klaus Eckhof nil nil nil 457,724,500 457,724,500 9.40
Total nil nil nil 859,076,100 859,076,100 17.63
Assuming exercise in full by the members of the Concert Party of any warrants,
options or any other right to subscribe for shares in the Enlarged Group (and
assuming that no other person converts any convertible securities or exercises
any warrants, options or any other right to subscribe for shares in the
Enlarged Group), the members of the Concert Party would be interested in
1,035,722,715 Ordinary Shares, representing approximately 20.52 per cent. of
the enlarged voting rights of the Enlarged Group.
19. General Meeting
A notice convening a general meeting of the Company, to be held at 10.00 a.m.
on 25 July 2024 at 6th Floor, 100 Liverpool Street, London, EC2M 2AT (the
offices of Fasken Martineau LLP), is set out at the end of the Admission
Document. At the General Meeting, the following resolutions will be proposed:
Ordinary Resolutions
· Resolution 1: to approve the Acquisition;
· Resolution 2: to authorise the Existing Directors to allot the
Consideration Shares;
· Resolution 3: to authorise the Existing Directors to allot the
Replacement Options and Replacement Warrants;
· Resolution 4: to authorise the Existing Directors to allot the
Placing Shares;
· Resolution 5: to authorise the Existing Directors to allot
convertible securities up to an aggregate nominal amount of £1,623,954.87;
Special Resolutions
· Resolution 6: to authorise the Existing Directors to allot the
Replacement Options and Replacement Warrants otherwise than on a pre-emptive
basis to shareholders;
· Resolution 7: to authorise the Existing Directors to allot the
Placing Shares for cash otherwise than on a pre-emptive basis to shareholders;
· Resolution 8: to authorise the Existing Directors to allot the
convertible securities up to an aggregate nominal amount of £1,623,954.87
otherwise than on a pre-emptive basis to shareholders;
· Resolution 9: to change the name of the Company to "Rome Resources
Plc".
The resolutions in (1), (2), (3), (4) and (5) will be proposed as ordinary
resolutions and the resolutions in (6), (7), (8) and (9) will be proposed as
special resolutions. To be passed, the resolutions in (1), (2), (3), (4) and
(5) require a majority of the votes cast at the General Meeting, in person or
by proxy, and the resolutions referred to in (6), (7), (8) and (9) requires a
majority of not less than 75 per cent. of the votes cast at the General
Meeting, in person or by proxy. The resolutions are inter-conditional and so,
if one of them is not passed at the General Meeting, none of them will be
deemed to have been passed.
The Existing Directors recommend that Shareholders vote in favour of the
Resolutions, so that the Proposals can proceed. The Company has received
irrevocable undertakings to vote (or, where applicable, procure voting) in
favour of the Resolutions at the General Meeting from Marc Mathenz and Adam
Dziubinski in respect of 92,000,000 and 45,950,000 Ordinary Shares,
respectively, representing in aggregate approximately 13.05 per cent. of the
Existing Share Capital and 13.05 per cent. of the Existing Ordinary Shares
being eligible to vote at the General Meeting, in each case, as at the Latest
Practicable Date.
20. Further information
Your attention is drawn to Parts II to IX of the Admission Document as well as
the appendix, which provide additional information on the Enlarged Group and,
in particular, to the Risk Factors set out in Part II of the Admission
Document.
21. Recommendation and action to be taken by Shareholders
The Existing Directors consider that the Resolutions to be proposed at the
General Meeting of the Company are in the best interests of the Company and
its Shareholders as a whole. The Existing Directors unanimously recommend that
Shareholders vote in favour of the Resolutions.
A personalised Form of Proxy will be enclosed alongside the Admission Document
for use by Existing Shareholders at the General Meeting. Whether or not
Shareholders intend to be present at the General Meeting, they are requested
to complete, sign and return the Form of Proxy to the Company's registrar,
Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
United Kingdom as soon as possible but in any event so as to arrive by 10.00
a.m. on 23 July 2024. Alternatively, you may appoint your proxy electronically
via the Link Investor Centre app or by accessing the Registrar's website at
https://investorcentre.linkgroup.co.uk/Login/Login. You will need your
Investor Code (IVC) which can be found on your personalised Form of Proxy
enclosed. CREST members can also vote by utilising the CREST electronic proxy
appointment service in accordance with the procedures set out in the Notice.
If you are an institutional investor you may also be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed by
the Company and approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io. The completion and return of a Form
of Proxy will not preclude a Shareholder from attending the GM and voting in
person should they subsequently wish to do so.
DEFINITIONS
The following definitions apply throughout this document, unless the context
otherwise requires:
"Acquisition" the proposed acquisition by the Company of the entire issued and to be issued
share capital of Rome Resources Ltd pursuant to the terms of the Arrangement
Agreement;
"Act" the Companies Act 2006 (as amended from time to time);
"acting in concert" shall bear the meaning ascribed thereto in the Takeover Code;
"Acumen" means Acumen Advisory Group LLC, a company incorporated and registered in
Delaware, USA under number 6200402;
"Admission" the admission of the Enlarged Share Capital to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules;
"Admission Document" or "document" this admission document;
"Adviser Warrants" the warrants to subscribe for new Ordinary Shares to be issued on Admission to
certain advisers of the Company as listed in paragraph 4.6 of Part IX of this
document;
"AIM" the London Stock Exchange's AIM market;
"AIM Rules" the AIM Rules for Companies, which set out the obligations and
responsibilities in relation to companies whose shares are admitted to trading
on AIM as published and amended from time to time by the London Stock
Exchange;
"AIM Rules for Nominated Advisers" the rules of the London Stock Exchange that set out the eligibility
obligations and certain disciplinary matters in relation to nominated advisers
as published and amended by the London Stock Exchange from time to time;
"Alphamin" Alphamin Resources Corporation (TSX-V: AFM and JSE: APH) is a tin concentrate
producer headquartered in Mauritius and listed on the TSX-V and the
Johannesburg Stock Exchange;
"Allenby Capital" Allenby Capital Limited, the Company's nominated adviser and Joint Broker,
incorporated in England and Wales with company number 06706681, whose
registered office address is 5 St. Helen's Place, London EC3A 6AB, and which
is authorised and regulated by the FCA;
"Amalco" 1475033 B.C. LTD., being the combined entity of Rome Resources and BC Subco
following completion of the Acquisition and the subsequent amalgamation of
Rome Resources and BC Subco (and, unless context otherwise requires, following
the amalgamation of Rome Resources and BC Subco, any reference to "Rome
Resources", "RMR" or the "Target" means "Amalco");
"Andreas Reitmeier" or "Reitmeier" Andreas Friedrich Reitmeier being (i) the holder of 29 per cent. of the total
issued shares in MRDC and (ii) the sole shareholder of CoTin;
"Annual Pro forma Income Statement" the unaudited pro forma income statement for the years ended 31 December 2023
and 30 September 2023 for Pathfinder and Rome Resources respectively;
"Arrangement" means the arrangement involving (i) Rome Resources (ii) the Company and (iii)
BC Subco, proposed pursuant to Section 288 of the Business Corporations Act on
the terms and subject to the conditions set out in the Plan of Arrangement;
"Arrangement Agreement" the conditional agreement dated 7 May 2024, as amended on 20 May 2024, made
between (i) the Company, (ii) Rome Resources and (iii) BC Subco setting out
the terms and conditions on which the Acquisition will be consummated, details
of which are set out in paragraph 12.8 of Part IX of this document;
"Articles of Association" or "Articles" the articles of association of the Company, a summary of which is set out in
paragraph 5 of Part IX of this document;
"BC Subco" 1475033 B.C. LTD., a corporation incorporated under the laws of the Province
of British Columbia, Canada, for the purposes of effecting the Acquisition;
"Business Corporations Act" or the "BCA" the British Columbia Business Corporations Act (as amended);
"Business Day" any day (other than a Saturday or Sunday) on which commercial banks are open
for general business in London, UK;
"CAMI" Cadastre Minier, the mining registry in the DRC, which is responsible for
managing the process of granting, renewing, and transferring mining and quarry
rights;
"Certificated" or "in certificated form" not in uncertificated form (that is, not in CREST);
"Closing Price" 0.28 pence, being the closing mid-market price of an Existing Ordinary Share
on 28 November 2023, the day prior to suspension from trading on AIM of the
Existing Ordinary Shares in accordance with rule 14 of the AIM Rules;
"Completion" completion of the Acquisition, the Placing, the issue of the Consideration
Shares and Admission;
"Company" or "Pathfinder" Pathfinder Minerals PLC, a public limited company incorporated in England and
Wales under registered number 02578942 and having its registered office at 35
Berkeley Square, London, England, W1J 5BF, United Kingdom;
"Competent Person" MSA Group (Pty) Ltd;
"Competent Person's Report" or "CPR" the technical report on the Projects, which is disclosed in its entirety in
Part IV of this document;
"Concert Party" the persons acting in concert as described in paragraph 18 of Part I of this
document;
"Consideration" approximately £7,054,972.04 or CA$12,134,551 using an exchange rate of 1.72
GBP:CAD, the exchange rate in effect on 7 May 2024 (being the date of the
Arrangement Agreement) to be settled in the form of the Consideration Shares;
"Consideration Price" 0.30 pence per Rome Share;
"Consideration Shares" the 2,351,657,348 new Ordinary Shares to be issued at the Consideration Price
to Rome Shareholders on Completion, further details of which are set out in
paragraph 8 of Part I of this document;
"Corporate Governance Code" or the "QCA Code" QCA Corporate Governance published by the Quoted Companies Alliance in 2023
and as amended from time to time;
"CoTin" or "CoTinCo" CoTinCo Minerals Projects International FZ-LLC, a company incorporated on 15
December 2021 in accordance with the laws of the United Arab Emirates, with
sole shareholder Andreas Reitmeier;
"CoTin JV Agreement" the joint venture agreement between CoTin and Palm dated 11 February 2022, as
further described in paragraph 12.12 of Part IX of this document;
"CREST" the electronic system for the holding and transferring of shares and other
securities in paperless form operated by Euroclear;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended
from time to time, and any applicable rules made under those regulations;
"Deferred Shares" the deferred shares of 0.99p each in the share capital of the Company;
"Directors" or "New Board" the Existing Directors and the New Directors, as described on page 12 of this
document;
"Director Warrants" the warrants to subscribe for new Ordinary Shares to be issued on Admission to
the Directors listed in paragraph 4.6 of Part IX of this document;
"Disclosure Guidance and Transparency Rules" or "DTRs" the Disclosure Guidance and Transparency Rules (in accordance with Section
73A(3) of FSMA) being the rules published by the FCA from time to time
relating to the disclosure of information in respect of financial instruments
which have been admitted to trading on a regulated market or for which a
request for admission to trading on such market has been made;
"DRC" the Democratic Republic of the Congo, its territories and possessions;
"DRC Mining Code" the DRC Act No. 007/2002 dated 11 July 2002 creating the Mining Code, as
amended from time to time;
"Effective Time" the effective time of the Plan of Arrangement, being 12.01 a.m. (Vancouver
Time) on the date upon which all of the conditions to completion of the
Arrangement Agreement have been satisfied or waived;
"Enlarged Group" the Group as enlarged by the Acquisition;
"Enlarged Share Capital" the issued ordinary share capital of the Company as upon Admission following
completion of the Proposals comprising the Existing Ordinary Shares, the
Placing Shares, Consideration Shares and the Fee Shares;
"Euroclear" Euroclear UK & International Limited, a company incorporated in England
and Wales and the operator of CREST;
"Exchange Ratio" 19.54;
"Existing Directors" or "Board" the directors of the Company, excluding the New Directors, whose names are set
out on page 12 of this document, including any duly authorised committee of
the board of directors of the Company and "Director" is to be construed
accordingly;
"Existing Ordinary Shares" or "Existing Share Capital" the 1,057,494,834 Ordinary Shares in issue in the capital of the Company at
the date of this document;
"Existing Options" the existing options to subscribe for 50,000,000 new Ordinary Shares, as
further described in paragraph 4.7 of Part IX of this document;
"Existing Warrants" the existing warrants to subscribe for 217,500,000 new Ordinary Shares, as
further described in paragraph 4.4 of Part IX of this document;
"EU" the European Union;
"EU" Prospectus Regulation" Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017;
"EEA" the European Economic Area;
"FCA" the Financial Conduct Authority of the United Kingdom, responsible for the
regulation of the United Kingdom financial services industry;
"Fee Shares" 129,379,095 new Ordinary Shares to be issued to certain professional advisers
on Admission in consideration for services provided to the Company in
connection with the Placing;
"Form of Proxy" the form of proxy accompanying this document for use by Shareholders at the
General Meeting;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"General Meeting" or "GM" the general meeting of the Company to be held at 6th Floor, 100 Liverpool
Street, London, EC2M 2AT, United Kingdom (the offices of Fasken Martineau LLP
on 25 July 2024 at 10.00 a.m. and any adjournments thereof to be held for the
purpose of considering and, if thought fit, passing the Resolutions;
"Group" the Company and its subsidiaries (as defined in section 1159 of the Act);
"HMRC" His Majesty's Revenue and Customs of the UK;
"IFRS" UK-adopted International Financial Reporting Standards issued by the
International Accounting Standards Board;
"IMM" IM Minerals Limited, a private limited company incorporated in England and
Wales under registered number 05410573 and having its registered office at 35
Berkeley Square, London, England, W1J 5BF, United Kingdom;
"IMM Share Purchase Agreement" the share purchase agreement dated 28 July 2023, as amended by a deed of
variation dated 7 November 2023 and as amended and assigned by a deed of
variation and assignment dated 25 January 2024, between Acumen and the
Company, relating to the sale by the Company to Acumen of shares in IMM,
further details of which are set out in paragraph 12.10(a) and 12.10(b) of
Part IX of this document;
"Interim Pro forma Income Statement" the unaudited pro forma income statement for the six month period to 31
December 2023 and 31 March 2024 for Pathfinder and Rome Resources
respectively;
"Investissement et Développement Immobiliers SARL" or "IDI" Investissement et Développement Immobiliers SARL, a company incorporated in
accordance with the laws of the DRC, with company number
CD/KNG/RCCM/13-B-00221 and with shareholders IDI HK Corporation Limited (55
per cent.) and Bénédicte Mumbere Wathuma (45 per cent.);
"ISIN" International Securities Identification Number, the existing ISIN of the
Company being GB00BYY0JQ23;
"Issue Price" 0.30 pence per share;
"Issued Share Capital" the entire issued ordinary share capital of the Company from time to time;
"Joint Brokers" together, Allenby Capital and Oak Securities and with each of them being a
"Joint Broker";
"Kalayi Tin SARL" Kalayi Tin SARL, a limited liability company incorporated on 16 August 2023 in
accordance with the laws of the DRC, with company number
CD/KNG/RCCM/23-B/02494 and with shareholders MRDC (72.5 per cent.) and
Bénédicte Mumbere Wathuma (27.5 per cent.);
"Latest Practicable Date" 5 July 2024, the latest practicable date prior to publication of this
document;
"LEI" legal entity identifier, the existing LEI of the Company being
2138009YG6AG3K86TN77;
"Link Group" Link Market Services Limited, incorporated in England and Wales with company
number 02605568, whose registered office address is Central Square, 29
Wellington Street, Leeds, United Kingdom, LS1 4DL, United Kingdom;
"Lock-in Period" a period of 12 months from Admission;
"Locked-in Shareholders" each of the Directors, the substantial shareholders, certain other employees
of the Company and any related party holding Ordinary Shares as set out in the
Rule 7 Lock-In Agreement;
"London Stock Exchange" or "LSE" London Stock Exchange Group plc;
"Mont Agoma SARL" Mont Agoma SARL, a limited liability company incorporated on 10 August 2023 in
accordance with the laws of the DRC, with company number
CD/KNG/RCCM/23-B-02467 and with shareholders CoTin (19 per cent.), Palm (30
per cent.) and the Target (51 per cent.);
"Mont Agoma 9 per cent. Option Agreement" the term sheet entered into between Rome Resources, CoTin, Mont Agoma SARL and
the Company, as consented to by Reitmeier, Palm and MRDC, effective 15 May
2024, pursuant to which CoTin, Mont Agoma SARL and Palm granted Rome Resources
the sole and exclusive right and option to acquire a further 9 per cent.
interest in Mont Agoma SARL from CoTin; details of which are set out in
paragraph 12.12(e) of Part IX of this document;
"MRDC" Medidoc-RD Congo SARL, a limited liability company incorporated on 6 October
2021 in accordance with the laws of the DRC, with company number
CD/KNG/RCCM/21-B-02571 and with the Target (71 per cent.) and Reitmeier (29
per cent.) as shareholders;
"MRDC JV Agreement" the joint venture agreement dated 11 January 2022, as amended, between MRDC
and IDI, pursuant to which inter alia MRDC acquired a 72.5 per cent.
beneficial interest in PEPM13274 and acquired an option to acquire a further
7.5 per cent. beneficial interest in PEPM13274; details of which are set out
in paragraph 12.11(a) of Part IX of this document;
"MRDC Shareholders' Agreement Term Sheet" the term sheet entered into between Andreas Reitmeier, RMR and MRDC, effective
12 June 2024, setting out the agreed shareholder terms in respect of MRDC;
details of which are set out in paragraph 12.11(d) of Part IX of this
document;
"MRDC 19 per cent. Option Agreement" the term sheet entered into between Rome Resources, Reitmeier, MRDC and the
Company, effective 15 May 2024, pursuant to which Reitmeier and MRDC granted
Rome Resources the sole and exclusive right and option to acquire a further 19
per cent. interest in MRDC from Reitmeier; details of which are set out in
paragraph 12.11(c) of Part IX of this document;
"New Directors" Marc Kay Mathenz and Serge Nawej Tshitembu who are appointed directors of the
Company on the date of Admission;
"New Warrants" warrants to subscribe for new Ordinary Shares to be issued on Admission to the
persons listed in paragraph 4.6 of Part IX of this document (comprising the
Adviser Warrants and the Director Warrants);
"Notice of General Meeting" or "Notice" the notice convening the GM set out in pages 240 to 244 of this document;
"Oak Securities" Oak Securities, a trading name of Merlin Partners LLP, a Joint Broker to the
Company, incorporated in England and Wales with company number OC317265, whose
registered office address is 90 Jermyn Street, London, SW1Y 6JD, and which is
authorised and regulated by the FCA;
"Official List" the Official List of the FCA;
"Operator" Euroclear UK & International Limited or such other person as may, for the
time being, be approved by HM Treasury as Operator under the uncertificated
securities rules;
"Options" Options to subscribe for new Ordinary Shares, further details of which can be
found in paragraph 7 of and 10.2(a) Part IX of this document;
"Ordinary Shares" the ordinary shares of 0.1p each in the share capital of the Company;
"Palm Constellation" or "Palm" Palm Constellation SARLU, a limited liability company incorporated on 15 May
2019 in accordance with the laws of the DRC, with company number
CD/KNG/RCCM/19-B-00814 and with sole shareholder Serge Nawej;
"Palm Assignment and Assumption Agreement" the assignment and assumption agreement dated 11 April 2024, as amended,
between the Company and Palm, pursuant to which Rome Resources agreed to
assign and transfer to the Company all of its right, title, interest and
obligation in and to the Palm 15 per cent. Option Agreement upon closing of
the Acquisition and Palm consented to such assignment and transfer; details of
which are set out in paragraph 12.12(d) of Part IX of this document;
"Palm 15 per cent. Option Agreement" the term sheet entered into between Palm and Rome Resources dated 29 April
2023, pursuant to which Rome Resources agreed to acquire from Palm a further
15 per cent. interest in Mont Agoma SARL; details of which are set out in
paragraph 12.12(c) of Part IX of this document;
"Palm Option" the agreement by the Target to acquire from Palm a 15 per cent. registered and
beneficial interest in Mont Agoma (the entity to which the Bisie North-East
Permit is to be transferred);
"Placee(s)" those persons who have conditionally agreed to subscribe for the Placing
Shares at the Issue Price pursuant to the Placing;
"Placing" the conditional placing by Oak Securities and Allenby Capital on behalf of the
Company at the Issue Price of the Placing Shares pursuant to the Placing
Agreement;
"Placing Shares" the 1,333,333,330 new Ordinary Shares to be issued at the Issue Price pursuant
to the Placing Agreement;
"Placing Agreement" the conditional agreement dated 7 July 2024 between Oak Securities, Allenby
Capital, the Company, the Existing Directors and the New Directors relating to
the Placing, details of which are set out in paragraph 12.2 of Part IX of this
document;
"Plan of Arrangement" a statutory plan of arrangement under the provisions of section 288 of the
Business Corporations Act, governed by and otherwise subject to the terms of
the Arrangement Agreement;
"Pro Forma Financial Information" the unaudited pro forma statement of net assets of Pathfinder and Rome
Resources as at 31 December 2023 and 31 March 2024 respectively, the unaudited
pro forma income statement for the years ended 31 December 2023 and 30
September 2023 for Pathfinder and Rome Resources respectively (the "Annual Pro
forma Income Statement"), and the unaudited pro forma income statement for the
six month period to 31 December 2023 and 31 March 2024 for Pathfinder and Rome
Resources respectively (the "Interim Pro forma Income Statement);
"Proposals" means (i) the Acquisition; (ii) the Placing; and (iii) the issue of the
Consideration Shares;
"Prospectus Regulation Rules" the prospectus regulation rules made by the FCA pursuant to section 73A of the
FSMA from time to time;
"Registrars" Link Group;
"Regulatory Information Service" or "RIS" a regulatory information service authorised by the FCA to receive, process,
and disseminate regulatory information in respect of listed companies;
"Replacement Option" an option or right to purchase new Ordinary Shares granted by the Company in
replacement of an outstanding stock option to purchase Rome Shares, pursuant
to the Plan of Arrangement, as further described in paragraph 12.8 of Part IX
of this document;
"Replacement Warrant" an outstanding Rome Warrant, that has been deemed to have been amended
post-closing of the Arrangement so that the holder of such Rome Warrant shall
receive (and such holder shall accept) upon the exercise of such Rome Warrant,
the number of Ordinary Shares equal to the number of Rome Shares a holder
would have been entitled to receive on exercise of such Rome Warrant prior to
the Effective Time multiplied by the Exchange Ratio, as further described in
paragraph 12.8 of Part IX of this document;
"Resolutions" the resolutions to be proposed at the General Meeting, details of which are
set out in the Notice of General Meeting;
"Restricted Jurisdiction" the United States of America, Canada, New Zealand, the Republic of South
Africa and Japan;
"Reverse Takeover" any acquisition that would be of a size or nature to be deemed a reverse
takeover transaction under Rule 14 of the AIM Rules;
"Rome Meeting" the special meeting of the Rome Shareholders to approve the terms of the
Arrangement Agreement;
"Rome Options" options to purchase common shares in the capital of Rome Resources granted
under Rome Resources' equity incentive plan dated 12 April 2023;
"Rome Resources", "RMR" or the "Target" Rome Resources Ltd, which is a company listed on the TSX-V under identifier
TSX-V: "RMR" (and, unless context otherwise requires, following the
amalgamation of Rome Resources and BC Subco, any reference to "Rome
Resources", "RMR" or the "Target" means "Amalco");
"Rome Resources Group" Rome Resources and/or its current subsidiaries;
"Rome Shares" common shares in the capital of Rome Resources;
"Rome Shareholders" the holders of Rome Shares;
"Rome Warrant" an outstanding share purchase warrant to purchase common shares in the capital
of Rome Resources, granted under the stock option plan of Rome Resources dated
12 April 2023;
"Rule 7 Lock-in Agreement" the lock-in and orderly market agreements entered into by each of the
Locked-in Shareholders, the Company and Allenby Capital details of which are
set out in paragraph 12.6 of Part IX of this document;
"SEDOL" the stock exchange daily official list;
"Share Dealing Code" the Company's share dealing code as referred to in paragraph 15 of Part I of
this document;
"Shareholders" or "Existing Shareholders" holders of Existing Ordinary Shares, each individually being a "Shareholder";
"Significant Shareholder" a person holding three per cent. or more of the Enlarged Share Capital;
"Takeover Code" the City Code on Takeovers and Mergers issued by the Takeover Panel, as
amended from time to time;
"Takeover Panel" the Panel on Takeovers and Mergers;
"TSX-V" the TSX Venture Exchange;
"UK MAR" the Regulation 2014/596/EU, which is part of UK domestic law pursuant to the
Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310);
"Uncertificated" or "Uncertificated form" recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"UK Bribery Act" the Bribery Act 2010;
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia;
"VAT" value added tax;
"Warrants" Warrants to subscribe for new Ordinary Shares, further details of which can be
found in paragraphs 4.4, 4.5, 4.6 and 10.2(b) of Part IX of this document; and
"Wathuma" or "Mr Wathuma" Bénédicte Mumbere Wathuma being (i) a 45 per cent. shareholder of IDI and
(ii) a 27.5 per cent. shareholder of Kalayi Tin SARL.
GLOSSARY OF TECHNICAL AND COMMERCIAL TERMS
The following technical and commercial terms apply throughout this document:
"Alteration" changes in the mineralogical composition of a rock as a result of physical or
chemical processes such as weathering or penetration by hydrothermal fluids.
"Amphibolite" a metamorphic rock that contains amphibole minerals including hornblende and
actinolite, with plagioclase and very little to no quartz.
"Anomaly (geochemical)" an above-average concentration of a chemical element in a sample of rock,
soil, vegetation, stream, or sediment; which may be indicative of nearby
mineral deposit.
"Archaean" belonging to the geological period between about 2500 and 4000 million years
ago.
"Basement" the rocks below a sedimentary platform or cover, or more generally any rock
below sedimentary rocks or sedimentary basins that are metamorphic or igneous
in origin.
"Basin" a large sediment-filled and fault-bounded depression resulting from extension
of the crust.
"Biotite" a group of common phyllosilicate minerals within the mica group, with the
approximate chemical formula K(Mg/Fe)(3)Al(3)O10(F,OH)(2).
"Breccia" a rock composed of broken fragments of minerals or rock cemented together by a
fine-grained matrix that can be similar to or different from the composition
of the fragments.
"Cassiterite" a tin oxide mineral (SnO(2)).
"Chalcocite" a copper sulphide (Cu(2)S), an important copper ore mineral.
"Chlorite" a common group of phyllosilicate minerals with the approximate chemical
formula (Mg/Fe/Al)(3)(Si/Al)(4)O(10)(OH)(8).
"Chrysocolla" a hydrated copper phyllosilicate mineral with formula Cu2H2Si2O5(OH)(4).
"Conglomerate" a rock type composed predominantly of rounded pebbles, cobbles or boulders
deposited by the action of water.
"Craton" large, and usually ancient, stable mass of the earth's crust comprised of
various crustal blocks amalgamated by tectonic processes. A cratonic nucleus
is an older, core region embedded within a larger craton.
"Cretaceous" a geologic period and system from circa 145 to 65 million years ago.
"Diamond drilling" method of obtaining cylindrical core of rock by drilling with a diamond set or
diamond impregnated bit.
"Dolomite" a sedimentary, carbonate rock composed dominantly of the mineral dolomite with
the chemical formula Ca/Mg(CO(3))(2).
"Fault" a fracture or fracture zone, along which displacement of opposing sides has
occurred.
"Fire Assay" lead collection fire assay using carefully selected fluxes specially
formulated for the mineralogy of each sample type. Samples submitted for ppb
detection of gold are fused in a dedicated low level furnace, the resultant
Drill digested and gold content determined typically by AAS.
"Fold" a planar sequence of rocks or a feature bent about an axis.
"Gneiss" a high-grade metamorphic rock formed from the metamorphosis of granite or
sedimentary rock at high pressures and temperatures.
"Gossan" rust coloured oxide and hydroxide minerals of iron and /or manganese that may
cap sulphide-rich ore deposits.
"Granite" a coarse grained intrusive igneous rock composed mostly of quartz, alkali
feldspar, and plagioclase.
"Hematite" a heavy and relatively hard oxide mineral, ferric oxide (Fe(2)O(3)), that has
a high iron content (70 per cent.). Its name is derived from the Greek word
for "blood," in allusion to its red colour.
"Hornblende" a complex inosilicate series of minerals with a generalised chemical formula
of (Ca,Na)(2)(Mg,Fe,Al)(5)(Al,Si)(8)O(22)(OH)(2).
"Intrusive" an igneous rock that formed from magma that cooled and solidified within the
Earth's crust.
"Joints" regular planar fractures or fracture sets in massive rocks, usually created by
unloading, along which no relative displacement has occurred.
"Kalayi" the Kalayi prospect located within PEPM13274.
"Limonite" a type of iron ore mineral consisting of a mixture of hydrated iron (III)
oxide-hydroxides in varying composition.
"Mesoproterozoic" middle Proterozoic era of geological time, 1,600 to 1,000 million years ago.
"Metamorphic" relating to changes at depth in the mineral and chemical composition and
texture of a solid rock caused by heat, pressure, chemical environment or
shear stress.
"Metasediment" a sedimentary rock that shows evidence of having been subjected to
metamorphism.
"Metavolcanic" a volcanic rock that shows evidence of having been subjected to metamorphism.
"Micaceous" rich in mica, a platey silicate mineral.
"Migmatite" rock composed of a metamorphic (altered) host material that is streaked or
veined with granite.
"Mineral Resource" a Mineral Resource is a concentration or occurrence of solid material or
economic interest in or on the Earth's crust in such form, grade (or quality),
and quantity, that there are reasonable prospects for eventual economic
extraction. The location, quantity, grade (or quality), continuity and other
geological characteristics of a Mineral Resource are known, estimated or
interpreted from specific geological evidence and knowledge, including
sampling. Mineral Resources are subdivided, in order of increasing geological
confidence, into Inferred, Indicated and Measured categories.
"Mineralisation" the process by which minerals are introduced into a rock resulting in the
formation a mineral deposit. Can also refer to an accumulation of minerals of
economic interest.
"Mont Agoma Northwest" the Mont Agoma Northwest prospect located within PR15130.
"Mont Agoma" the Mont Agoma prospect located within PR15130.
"Neoproterozoic" a period of geological history at the end of the Proterozoic eon, dating from
about 1000 to 540 million years ago.
"Orogenic" relating to the formation of structures such as folds and thrusts during a
period of mountain-building.
"Palaeoproterozoic" early Proterozoic era of geological time, 2,500 to 1,600 million years ago.
"Palaeozoic" the span of geological time between the beginning of the Cambrian (542 Ma
(million years ago) to the end of the Permian (251 million years ago).
"Pan-African" relating to a collisional mountain-building event between about 750 and 550
million years ago.
"Pegmatite" an intrusive igneous rock with very large crystals that forms in the later
stages of a magma chamber's crystallisation.
"PEPM13274", "Bisie North Project" or the "Bisie North Permit" small scale exploitation permit 13274.
"Phyllite" a foliated metamorphic rock that forms under low levels of heat and pressure.
It is composed of fine-grained sheet silicate minerals.
"Porphyroblast" a clast or mineral fragment in a metamorphic rock, surrounded by a groundmass
of finer grained crystals.
"Precambrian" the span of geological time between formation of the Earth around 4500 Ma
(million years ago) to the beginning of the Cambrian, around 542 Ma.
"Proterozoic" a period of geological history dating from about 2 500 to 540 million years
ago, subdivided into the Palaeo-, Meso- and Neoproterozoic.
"Projects" comprising PEPM13274 and PR15130.
"PR13274" mineral exploration permit 13274 issued to IDI on 6 June 2018 by CAMI.
"PR15130", "Bisie North-East Project" or the "Bisie North-East Permit" mineral exploration permit 15130 issued to Palm on 30 December 2021 by CAMI.
"Qualified Person" an individual who is an engineer or geoscientist with at least five years of
experience in mineral exploration, mine development or operation or mineral
project assessment, or any combination of these, has experience relevant to
the subject matter of the mineral project, and is in good standing with a
professional association.
"Quartzite" a metamorphic rock formed when quartz-rich sandstone or chert has been exposed
to high temperatures and pressures.
"Sandstone" a sedimentary rock composed of cemented or compacted detrital minerals,
principally quartz grains
"Saprolite" a soft, earthy, typically clay-rich, thoroughly decomposed rock, formed in
place by chemical weathering of igneous, sedimentary, and metamorphic rocks.
"Schist" a crystalline metamorphic rock having a foliated or parallel structure due to
the recrystallisation of the constituent minerals.
"Shale" fine-grained sedimentary rock formed by the compaction of clay, silt and fine
sand.
"Siliciclastic" clastic non-carbonate sedimentary rocks that are almost exclusively
silica-bearing, either as forms of quartz or other silicate minerals.
"Siltstone" a rock intermediate in character between a shale and a sandstone. Composed of
silt sized grains.
"Synform" a topographic feature which is composed of sedimentary layers in a concave
formation.
"Wrench fault" a type of strike-slip fault in which the fault surface is vertical, and the
fault blocks move sideways past each other.
ACRONYMS AND ABBREVIATIONS
The following acronyms and abbreviations terms apply throughout this document:
"μm" Micrometre (1000(th) of a millimetre).
"Ag" Chemical symbol for silver.
"ALS" Analytical Laboratory Services.
"COAL" Congolese Analytical Laboratory SARL.
"CRM" Certified Reference Material.
"CTC" CoTinCo Mineral Projects International LLC.
"Cu" Chemical symbol for copper.
"DD" Diamond drilling.
"DEPM" DRC environmental authority.
"EOH" End-of-hole.
"EM" Electromagnetic.
"GDP" Gross domestic product.
"GPS" Global positioning system.
"GSSA" Geological Society of South Africa.
"ICP" Inductively coupled plasma.
"ICP-AES" Inductively coupled plasma atomic emission spectroscopy.
"ISO/IEC" International Organisation for Standardisation / International
Electrotechnical Commission.
"km" Kilometres.
"LDL" Lower Detection Limit.
"M" Metres.
"Mamsl" Metres above mean sea level.
"No." Number.
"Pb" Chemical symbol for lead.
"PE" Permis d'Exploitation.
"PEPM" Small scale exploitation permit (Permis d'Exploitation des Petites Mines).
"PONEN" Professional Society of Independent Experts of the Subsurface Resources.
"PR" Mineral exploration permit (Permis de Recherches).
"Pr.Sci.Nat" Professional Registered Natural Scientist with SACNASP.
"pXRF" Portable XRF.
"SACNASP" South African Council for Natural Scientific Professions.
"SARL" Limited liability company (société à responsabilité limitée) in the DRC.
"SI" International System of Units.
"SN" Tin.
"UTM" Universal Transverse Mercator.
"WGS84" 1984 World Geodetic System.
"XRF" X-ray fluorescence.
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