REG - Rome Resources PLC - £4.2 Million Strategic Investment

Rome ResourcesAnnouncement

17/12/2024 07:00

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RNS Number : 2978Q  Rome Resources PLC  17 December 2024

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PUBLIC DOMAIN.

 

17 December 2024

 

Rome Resources Plc

("Rome" or the "Company")

 

£4.2 Million Strategic Investment

 

Expansion of the Company's current drilling programme

 

Rome Resources Plc (AIM: RMR), the DRC-focused tin explorer, is pleased to
announce that it has raised gross proceeds of approximately £4.2 million
through a strategic investment from Stanvic Mining SARL ("Stanvic") via a
subscription (the "Subscription") of a total of 1,200,000,000 new ordinary
shares of 0.1 pence each in the share capital of the Company ("Ordinary
Shares") at an issue price of 0.35 pence per new Ordinary Share (the "Issue
Price") (the "Strategic Investment").

 

As part of the Strategic Investment, Stanvic will receive one warrant for
every one Ordinary Share subscribed for pursuant to the Subscription, with
each warrant entitling Stanvic to acquire one new Ordinary Share at a price of
0.50 pence (the "Exercise Price") at any time from the date of issue of the
Warrants up to the date that is three years from the date of Admission (as
defined below) (together the "Warrants").

 

Highlights

 

·  Subscription to raise approximately £4.2 million (before expenses) at
0.35 pence per new Ordinary Share; and

·  Net proceeds to be used to expand the Company's existing drilling
programme through 2025, further geophysics and geochemistry exploration and
providing additional balance sheet strength.

 

Paul Barrett, Chief Executive Officer of Rome Resources Plc, commented: "The
Strategic Investment demonstrates how highly Rome's Bisie North Project is
regarded within the DRC resource community. We are immensely pleased to have
attracted a strategic partner who is well positioned in the DRC and who is
familiar with the mining industry, which further reinforces the quality of the
Bisie North Project. Not only will the Strategic Investment allow the Company
to continue its drilling efforts beyond the current drilling programme, but it
will also accelerate the work required to what we believe will add significant
value for the Company's shareholders.''

 

Background to and reasons for the Strategic Investment

 

On 21 November 2024, the Company announced, inter alia, that it is engaged in
discussions with several parties under non-disclosure agreements regarding a
potential strategic investment. The Company is pleased to now have entered a
strategic partnership with Stanvic.

 

Stanvic is a specialist long-term investor that operates in the DRC mining
commodity sector with a well-established portfolio of resource investee
businesses. The board of directors of the Company (the "Board" or the
"Directors") are pleased with Stanvic's strong conviction in the Company's tin
and base metal strategy as well as Stanvic's deep understanding in the
Company's business model. This is demonstrated through, inter alia, Stanvic's
decision to invest £4.2 million in the Company while it remains in early
stages of growth and therefore recognising the potential for significant
upside.

 

The Board intend to use the net proceeds of approximately £4.1 million
towards (i) expanding the current drilling campaign through into 2025; (ii)
further geophysics (including LIDAR* mapping) and surface geochemical
exploration; (iii) regional geological work to support the exploration model;
and (iv) general working capital as well as providing additional balance sheet
strength.

 

As part of the Strategic Investment, Stanvic will have the right to nominate
one member to the Board.

 

*LIDAR is a high-resolution laser topography mapping technique which will
assist surface geological mapping.

 

Details of the Subscription

 

The Subscription will result in the issue of a total of 1,200,000,000 new
Ordinary Shares (the "Subscription Shares") at the Issue Price, subject to
Admission (as defined below), raising gross proceeds of approximately
£4.2 million.

 

The Subscription Shares will be issued on a non-pre-emptive basis pursuant
to the authorities granted to the Board at the Company's annual general
meeting held on 25 July 2024.

 

The Subscription Shares, when issued and fully paid, will rank pari passu in
all respects with the existing Ordinary Shares in issue and therefore will
rank equally for all dividends or other distributions declared, made or paid
after the issue of the Subscription Shares.

 

The issue and allotment of the Subscription Shares is conditional upon
Admission (as defined below) in respect of the Subscription Shares.

 

Notwithstanding the Company having entered into a binding Subscription
agreement with Stanvic as well as receiving proof of payment by Stanvic, the
Company will issue a further announcement once it has received the
Subscription monies.

 

Details of the Warrants

 

Stanvic will receive one Warrant for every one Ordinary Share subscribed for
pursuant to the  Subscription, with each Warrant entitling the holder to
acquire one new Ordinary Share at the Exercise Price (0.50 pence per new
Ordinary Share being approximately a 42.9 per cent. premium to the price at
which the Ordinary Shares are issued pursuant to the Subscription) at any time
from the date of issue of the Warrants up to the date that is three years from
the date of Admission (as defined below). Therefore, a total of 1,200,000,000
Warrants will be issued to subscribe for up to 1,200,000,000 new Ordinary
Shares. If all the Warrants are exercised in full the Company will receive
gross proceeds of a further approximately £6.0 million.

 

Any Warrants remaining unexercised after the end of the Warrant Exercise
period shall automatically expire without compensation. The Warrants are not
secured and are non-transferable by the holders, without the prior consent of
the Company. The Warrants will be in certificated form and none of the
Warrants will be admitted to trading on AIM or any other stock exchange.

 

The exercise of the Warrants by Stanvic is conditional on Stanvic's total
investment in the Company not exceeding 29.99 per cent. of the Company's
issued ordinary share capital.

 

The issue of the Subscription Shares utilises a substantial proportion of the
existing share authorities available to the Board to issue new Ordinary Shares
for cash on a non-pre-emptive basis. As a result, the exercise of the Warrants
is conditional on obtaining the requisite authorities to enable the exercise
of the Warrants at the Company's next general meeting of shareholders. A
further announcement will be made by the Company in this regard in due course.

 

Changes to significant shareholdings in the Company

 

As a result of the issue of the Subscription Shares, the Company is aware of
the following changes to significant shareholders in the Company on Admission
(as defined below):

 

 Name                 Position  Total Ordinary Shares currently held  Total Ordinary Shares held on Admission  Percentage of enlarged share capital on Admission
 Stanvic Mining SARL  Investor  0                                     1,200,000,000                            19.76
 Andreas Reitmeier*   Investor  490,075,000                           490,075,000                              8.07
 Klaus Eckhof         Director  439,624,500                           439,624,500                              7.24
 Mark Gasson          Director  401,351,600                           401,351,600                              6.61

 

*In addition, Manuela Reitmeier and Philip Reitmeier are interested in
39,080,000 and 977,000 Ordinary Shares respectively. Accordingly, Andreas
Reitmeier, Manuela Reitmeier and Philip Reitmeier, who are connected by virtue
of their family relationship, in aggregate hold 530,132,000 Ordinary Shares
representing approximately 8.73 per cent. of the enlarged share capital on
Admission.

 

Admission to AIM

 

Application has been made to the London Stock Exchange plc for the
Subscription Shares to be admitted to trading on AIM ("Admission"). It is
currently anticipated that Admission will become effective and that dealings
in the Subscription Shares will commence on AIM at 8.00 a.m. on or around 23
December 2024.

 

Total voting rights

 

Following Admission, the Company's issued ordinary share capital will comprise
6,071,864,607 Ordinary Shares with one voting right each. The Company does not
hold any Ordinary Shares in treasury. Accordingly, with effect from Admission,
the above figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

For further information please contact:

 

Rome Resources Plc

Paul Barrett, Chief Executive Officer

Mark Gasson, Chief Operating Officer

Tel. +44 (0)20 3143 6748

 

Allenby Capital Limited (Nominated Adviser and Joint 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).

 

This announcement is made in accordance with the Company's obligations under
Article 17 of UK MAR and the person responsible for arranging for the release
of this Announcement on behalf of Rome Resources Plc is Paul Barrett, Chief
Executive Officer.

 

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