REG - Rome Resources PLC - Half-Year Results
24/09/2024 07:00
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RNS Number : 3137F Rome Resources PLC 24 September 2024
The information contained within this announcement was deemed by the Company
to constitute inside information as stipulated under the UK Market Abuse
Regulation
24 September 2024
Rome Resources Plc
("Rome Resources", the "Company" or the "Group")
Half-Year Results
Rome Resources (AIM: RMR), today announces its unaudited interim results for
the six months ended 30 June 2024 (the "Reporting Period"). These results will
shortly be made available on the Company's website at www.romeresources.com
(http://www.romeresources.com) .
Paul Barrett, CEO of the Company, commented:
"The Rome Resources management team worked tirelessly throughout the Reporting
Period to complete the reverse takeover ("RTO") of Rome Resources Ltd, a
mineral exploration company with key tin and copper assets in the Democratic
Republic of Congo ("DRC"). Shortly after the end of the Reporting Period, on
26 July 2024 the RTO completed and the Company re-admitted to trading on AIM
alongside completion of a £4 million fundraise (before expenses) for the
Company's drilling campaign.
This now catapults the Company into a new and exciting phase of development
and the funds raised are already being put to good use with 3 active drill
rigs on site in DRC as of the date of this announcement."
For further information please contact:
Rome Resources Plc
Mark Gasson, Executive Chairman
Paul Barrett, Chief Executive Officer
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
EXECUTIVE DIRECTOR'S STATEMENT
Introduction
The Company's primary activity during the Reporting Period was the negotiation
and execution of the acquisition, by way of a reverse takeover (the "RTO"), of
Rome Resources Ltd (TSX-V: RMR, Frankfurt: 33R), a Canadian based mining
exploration company focused on exploration in the Democratic Republic of Congo
("DRC").
Acquisition of Rome Resources Ltd
Subsequent to the Reporting Period, on 26 July 2024, the Company (formerly
named Pathfinder Minerals Plc) amongst other matters completed the acquisition
of Rome Resources Ltd and admitted to trading on AIM under the new name and
ticker of "Rome Resources Plc" and "RMR" respectively. Rome Resources Ltd
subsequently de-listed from the TSX-V and is now a wholly owned subsidiary of
Rome Resources Plc.
Rome Resources' assets consist of interests in two mineral exploration permits
in the North Kivu region of the DRC, both of which have significant tin,
copper and other metal soil anomalies and have been drilled in an initial
campaign confirming similarities between Rome Resources' project and the
Alphamin Resources Corporation ("Alphamin") tin mine, some 8 kilometres ("km")
to the southeast. The Edison Group reported in 2023 that Alphamin have the
highest-grade tin mine in the world and currently producing 4% of the world's
tin.
Rome Resources' assets are at an early stage and require additional resource
definition work (drilling, resource evaluation, etc) to firm-up their
potential. With this in mind, a drilling campaign is currently being executed
throughout the second half of 2024 and is expected to complete in the fourth
quarter of 2024.
Financial results and current financial position
The unaudited interim financial statements of Rome Resources for the six
months ended 30 June 2024 follow later in this report.
The income statement for the period ended 30 June 2024 reflects a loss of
£99k (30 June 2023: loss of £235k). The Group's statement of financial
position shows total assets as at 30 June 2024 of £2,194k (31 December 2023:
£167k).
Board Changes
During the Reporting Period, on 27 June 2024 Edouard Etienvre joined the board
of directors of Rome Resources (the "Board" or the "Directors") as a
Non-Executive Director ahead of the planned RTO.
Post the Reporting Period, on 26 July 2024, the date of completion of the RTO
and readmission to trading on AIM, Marc Mathenz and Serge Nawej Tshitembu
also joined the Board as Non-Executive Directors.
The current Board is comprised of Mark Gasson (Executive Chairman), Paul
Barrett (Chief Executive Officer), Edouard Etienvre, Marc Mathenz and Serge
Nawej Tshitembu. The latter three of whom are non-executive directors. The
combined Board has significant experience in the natural resources sector and
is well positioned to lead the Company forward with its planned exploration
and evaluation activities at our projects in the DRC.
Outlook
The RTO will expose the Company's shareholders to exciting exploration
potential in a world-class tin play with a timeline that is anticipated to see
enough drilling data gathered before the end of 2024 to undertake a resource
assessment.
Following the disposal of the Mozambique claim, work continues to secure a
successful outcome with the new owners of the claim and their legal advisors.
The Company remains fully engaged in this process. I hope in due course
eligible Shareholders will be compensated through the settlement of the claim.
Paul Barrett
Chief Executive Officer & Director
23 September 2024
Unaudited Consolidated Statement of Comprehensive Income
For the 6 months ended 30 June 2024
6 months ended 6 months ended Year ended 31 December 2023
30 June 2024 Unaudited 30 June 2023 Audited
Unaudited
£'000 £'000 £'000
CONTINUING OPERATIONS
Revenue - - -
Administrative expenses (150) (235) (1,043)
OPERATING LOSS (150) (235) (1,043)
Net finance charges - (8) -
LOSS BEFORE INCOME TAX (150) (235) (1,043)
Income tax - - -
LOSS AFTER INCOME TAX (150) (235) (1,043)
Gain on Sale of Investment and other income 51 - 1,000
LOSS FOR THE PERIOD (99) (235) (43)
Total comprehensive loss for the period attributable to equity holders of the (99) (235) (43)
parent
Loss per share from continuing operations in pence per share: Basic and (0.01) (0.04) (0.01)
diluted
Unaudited Consolidated Statement of Financial Position
For the 6 months ended 30 June 2024
6 months ended 6 months ended Year ended 31 December 2023
30 June 2024 Unaudited 30 June 2023 Audited
Unaudited
£'000 £'000 £'000
NON-CURRENT ASSETS
Investments - - -
CURRENT ASSETS
Trade and other receivables 3 2,174 21 389
Cash and cash equivalents 20 146 1,396
TOTAL ASSETS 2,194 167 1,785
EQUITY AND LIABILITIES
Capital and reserves attributable to equity
holders of the Company:
Share capital 2 19,242 18,717 18,717
Share premium 15,384 14,614 14,613
Share based payment reserve 42 157 42
Shares to issue reserve - - 1,215
Warrant reserve 20 82 11
Accumulated deficit (33,270) (33,567) (33,180)
TOTAL EQUITY 1,418 103 1,518
CURRENT LIABILITIES
Trade and other payables 4 776 64 267
Borrowings - - -
NON-CURRENT LIABILITIES - - -
TOTAL LIABILITIES 777 64 267
TOTAL EQUITY AND LIABILITIES 2,194 167 1,785
Unaudited Consolidated Statement of Changes in Equity
For the 6 months ended 30 June 2024
Called up share capital Share premium Share based payment reserve Warrant reserve Shares to issue reserve Accumulated deficit Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December 2022 18,717 14,239 162 104 - (33,357) (135)
Loss for the period - - - - - (243) (185)
Issue of share capital 100 400 - - - - 500
Cost of issue - (25) - - - - (25)
Share warrants - lapsed (22) - 22 -
Share based payments - lapsed - - (11) - - 11 -
Share based payments - repriced - - 6 - - 6
Balance at 30 June 2023 - Unaudited 18,817 14,614 157 82 - (33,567) 103
Loss for the period - - - - - 200 200
Shares to issue - - - - 1,215 - 1,215
Share based payments - (1) (115) (71) - 187 -
Balance at 31 December 2023 - Audited 18,817 14,613 42 11 1,215 (33,180) 1,518
Loss for the period - - - - - (99) (99)
Issue of share capital 425 850 - - (1,215) - 60
Cost of share issue - (61) - - - - (61)
Share warrants - issued - (18) - 18 - - -
Share warrants - lapsed - - - (9) - 9 -
Balance at 30 June 2023 - Unaudited 19,242 15,384 42 20 - (33,270) 1,418
Unaudited Consolidated Statement of Cash Flows
For the 6 months ended 30 June 2024
6 months ended 30 June 2024 Unaudited 6 months ended Year ended 31 December 2023
30 June 2023 Unaudited Audited
£'000 £'000 £'000
Cash flows from operating activities
Operating loss (99) (243) (43)
Adjustments for:
Share-based payments - 6 6
Finance income (51) (1) (7)
Finance expense - 9 9
(1,000)
Unrealised foreign exchange movements 28
Net cash flow from operating activities before changes in working capital (122) (229) (1,035)
Changes in working capital:
(Increase)/decrease in trade and other receivables (630) (8) (376)
Decrease in trade and other payables 510 (50) 154
Net cash flow used in operating activities (242) (287) (405)
Cash flow from investing activities:
Interest received 1 - 7
Other income received 25 - -
Gain on disposal of assets - - 1,000
Loans advanced (1,159) - -
Net cash flow from investing activities (1,133) - 1,007
Cash flow from financing activities
Proceeds arising as a result of the issue of ordinary shares 60 500 500
Costs related to issue of ordinary share capital (61) (25) (26)
Shares to issue 1,215
Repayment of borrowings - (80) (80)
Finance expense - (9) (9)
Net cash flow from financing activities (1) 386 1,600
Net increase/(decrease) in cash and cash equivalents in the period (1,376) 99 1,350
Cash and cash equivalents at beginning of the period 1,396 46 46
Cash and cash equivalents at end of the period 20 146 1,396
1. ACCOUNTING POLICIES
Basis of preparation
These unaudited consolidated interim financial statements ("interim financial
statements") for the six months ended 30 June 2024 have been prepared in
accordance with the requirements of the AIM Rules for Companies (the "AIM
Rules"). As permitted, the Group has chosen not to adopt IAS 34 'Interim
Financial Statements' in preparing this interim financial information. The
interim financial statements should be read in conjunction with the annual
financial statements for the year ended 31 December 2023, which have been
prepared in accordance with international accounting standards in accordance
with the requirements of the Companies Act 2006 applicable to Companies
reporting under IFRS.
The interim financial statements of Rome Resources Plc are unaudited financial
statements for the six months ended 30 June 2024. These include unaudited
comparatives for the six-month ended 30 June 2023 together with audited
comparatives for the year to 31 December 2023. The unaudited financial
statements do not constitute statutory accounts, as defined under section 244
of the Companies Act 2006. The financial statements have been prepared under
the historical cost convention. The functional and presentational currency of
the Company is Pound Sterling (£).
The accounting policies applied in preparing these financial statements are
consistent with those applied in the previous annual financial statements for
the year ended 31 December 2023.
Going concern
Following the end of the Reporting Period, in July 2024 the Company completed
the acquisition of Rome Resources Ltd and completed a placing of 1,333,333,330
new ordinary shares of 0.1 pence each in the Company ("Ordinary Shares") which
raised approximately £4,000,000 (before expenses) to fund drilling and
resource definition works on the newly acquired Rome Resources Ltd assets in
the DRC.
Given the nature of the Company's operations (exploration and evaluation) it
is anticipated that the Company will need to raise additional capital in the
future to further develop its existing portfolio of assets beyond the current
drilling campaign and resource definition works. The timing and quantum of any
further fundraise will be dependent upon, amongst other factors, the results
of the current drilling.
Given the level of support for the acquisition and the accompanying placing,
the initial drilling results achieved, the supply / demand outlook for tin and
the proximity of the Group's assets to the nearby significant Alphamin tin
mining assets, the Directors are confident that the Group will be able to
raise further funds to continue to develop the Group's assets and build-up
their value in the future. As such these results have been prepared on a
going concern basis.
2. SHARE CAPITAL
Called up, allotted, issued and fully paid share capital
No. Ordinary shares of 0.1p each Deferred shares of 9.9p each Allotment price Share Capital £'000 Share Premium £'000
(£s)
Total as at 31 December 2023 632,494,834 183,688,116 n/a 18,817 14,613
1 January 2024 425,000,000 - 0.003 425 771
Total as at 30 June 2024 1,057,494,834 183,688,116 n/a 19,242 15,384
On the 29 November 2023, the Company allotted 425,000,000 shares for total
consideration of £1,275,000 net of associated costs, at an issue price of
0.30p per share. As at 31 December 2023 £60,000 remained outstanding from
investors with £1,215,000 having been received in the year ended 31 December
2023. This issuance was subject to shareholder approval which was obtained
during the period under review in January 2024. As a result, these shares
were issued during the period under review. The cash received in the prior
period of £1,215,000 was included in the Shares to be Issued Reserve at 31
December 2023, and this was reversed against the issue of shares in the period
ended 30 June 2024 on the issue of the shares in question.
Share options in issue
Exercise Price Grant Date Expiry Date At 1 January 2024 Lapsed At 30 June 2024
GBp.25 11 May 2020 30 June 2025 10,000,000 - 10,000,000
GBp1.25 4 August 2020 30 June 2025 6,000,000 - 6,000,000
GBp1.25 9 June 2021 30 June 2025 6,000,000 - 6,000,000
GBp1.25 23 June 2021 30 June 2025 3,000,000 - 3,000,000
GBp1.25 4 October 2021 30 June 2025 5,000,000 - 5,000,000
30,000,000 - 30,000,000
Share warrants in issue
Share Warrants Expiry / Date At 1 January 2024 Lapsed At 30 June 2024
Exercise Price
GBp0.60 29 April 2024 3,500,000 (3,500,000) -
GBp0.50 31 January 2025 5,000,000 - 5,000,000
GBp0.45 26 July 2026 212,500,000 - 212,500,000
8,500,000 - 217,500,000
On 1 January 2024, 212,500,000 warrants over ordinary shares were issued at a
strike price of GBp0.45 per ordinary share, with an expiry date of 26 July
2026. The issue was in relation to the placing completed on the same date.
Note: GBp connotes Great British Pence.
3. TRADE AND OTHER RECEIVABLES
6 months ended 6 months ended Year ended
30 June 2024 30 June 2023 31 December 2023
Unaudited Unaudited
£'000 £'000 £'000
Loan receivable 1,429 - 299
VAT 135 - 21
Prepayments 585 - 61
Other debtors 25 21 8
2,174 21 389
The loan receivable balance of £1,429k (CAD 2,473k) was owed by Rome
Resources Ltd, a related party as a result of having a common director. The
majority of prepayments at the period end relate to costs associated with the
proposed RTO that was completed in July 2024.
4. TRADE AND OTHER PAYABLES
6 months ended 6 months ended Year ended
30 June 2024 30 June 2023 31 December 2023
Unaudited Unaudited
£'000 £'000 £'000
Trade creditors 716 1 224
Social security and other taxes - 21 12
Other creditors 60 42 -
Accruals and deferred income - - 31
776 64 114
The majority of trade creditors at the period end, relate to services provided
in relation to the proposed RTO that was completed in July 2024.
5. EVENTS AFTER THE REPORTING DATE
Completion of the acquisition of Rome Resources Ltd and readmission to AIM
Following the end of the Reporting Period, on 26 July 2024 the Company
completed the acquisition of Rome Resources Ltd, a Canadian based company with
exploration interests in the DRC. RMR acquired the entire issued share capital
of Rome Resources Ltd through the issue of 2,351,657,348 ordinary shares of
GBp0.1 each (the "Consideration Shares"). The acquisition of Rome Resources
Ltd constituted a reverse takeover under Rule 14 of the AIM Rules for
Companies. The Company subsequently changed its name from Pathfinder
Minerals Plc to Rome Resources Plc and was admitted to trading on AIM.
In connection with the acquisition of Rome Resources Ltd, the Company raised
approximately £4,000,000 through the issue of 1,333,333,330 new ordinary
shares of GBp0.1 each at a price of GBp0.30 per share and additionally issued
129,379,095 ordinary shares of GBp0.1 each in relation to the settlement of
certain fees. The net funds raised will be used to progress the exploration
work programme, namely the on-going drilling campaign on its DRC project area.
Also, in connection with the acquisition of Rome Resources Ltd, a number of
new warrants were issued on completion of the acquisition as follows:
New share warrants issued
Share Warrants Expiry / Date At 1 January 2024
Exercise Price
GBp0.30 26 July 2029 578,917,878
GBp0.30 28 July 2025 100,000,000
678,917,878
113,332,000 warrants (the "Replacement Warrants") and 81,091,000 options (the
"Replacement Options") over new Ordinary Shares were issued on 26 July 2024.
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