REG - Rome Resources PLC - Issue of warrants

Rome ResourcesAnnouncement

27/12/2024 08:30

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RNS Number : 4371R  Rome Resources PLC  27 December 2024

27 December 2024

 

Rome Resources Plc

("Rome" or the "Company")

 

Issue of warrants

 

Rome Resources Plc (AIM: RMR), the DRC-focused tin explorer, announces that
the Company has issued 221,544,334 warrants (the "Warrants") over new ordinary
shares of 0.1 pence each in the share capital of the Company ("Ordinary
Shares") to certain directors of the Company ("Directors"), as detailed below,
a member of the Company's senior management team as well as a professional
adviser to the Company.

 

If all the Warrants are exercised in full the Company will receive gross
proceeds of a further approximately £0.78 million.

 

123,438,467 of the Warrants have been issued to certain of the Directors, as
outlined below, in recognition of the additional work performed by them for
the Company above and beyond their existing role as non-executive directors of
the Company. For example, Marc Mathenz has and continues to be materially
involved in helping the new owners of the Mozambique claim and their legal
advisors achieve a settlement of the claim. As noted in the Company's
notification on 24 September 2024, the Company remains fully engaged in this
process and eligible shareholders will be compensated in the event of a
successful settlement of the Mozambique claim. Additionally, the Company will
benefit from a successful claim through recovery of a portion of historical
costs.  Similarly, Edouard Etienvre has played a lead role in securing a
strategic investment, a process which culminated in the successful conclusion
of a £4.2mm fundraise on 24 December 2024.

 

 Name              Role                    Existing warrants over Ordinary Shares held  Number of Warrants granted  Total warrants over Ordinary Shares held following issue
 Marc Mathenz      Non-Executive Director  18,500,000                                   83,665,933                  102,165,933
 Edouard Etienvre  Non-Executive Director  0                                            39,772,534                  39,772,534

 

Details of the Warrants

 

The Warrants have an exercise price of 0.35 pence per Warrant (the "Exercise
Price"), being the closing mid-market price of an Ordinary Share on 24
December 2024, the business day prior to issue.

 

The exercise of the Warrants is conditional on the Company obtaining the
requisite authorities to enable the exercise of the Warrants at the Company's
next general meeting of shareholders ("General Meeting"). A further
announcement will be made by the Company outlining details of the General
Meeting to be convened.

 

Each warrant entitles the holder to acquire one new Ordinary Share at the
Exercise Price at any time from the date of the General Meeting up to the date
that is five years from the date of the General Meeting ("Warrant Exercise
Period").

 

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.

 

Related Party Transaction

 

The issue of Warrants over new Ordinary Shares to Marc Mathenz and Edouard
Etienvre (the "Issue of Warrants") is deemed to be a related party transaction
pursuant to rule 13 of the AIM Rules for Companies (together the
"Transaction"). Accordingly, Paul Barrett, Mark Gasson and Klaus Eckhof (being
the directors of the Company not taking part in the Transaction) consider,
having consulted with the Company's nominated adviser, Allenby Capital, that
the terms of the Transaction are fair and reasonable insofar as the Company's
shareholders are concerned.

 

The FCA notification, made in accordance with the requirements of the UK
Market Abuse Regulation, is set out at the end of this announcement.

 

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).

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 

 1     Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                           1.   Marc Mathenz

                                                                      2.   Edouard Etienvre
 2     Reason for the notification
 a)    Position/status                                                1.   Non-Executive Director

                                                                      2.   Non-Executive Director
 b)    Initial notification /Amendment                                Initial notification
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                           Rome Resources Plc
 b)    LEI                                                            2138009YG6AG3K86TN77
 4     Details of the transaction(s): section to be repeated for (i) each type of

     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument    Ordinary shares of 0.1p each in Rome Resources Plc ("Ordinary Shares")

       Identification code

                                                                      Identification code (ISIN) for Ordinary Shares: GB00BYY0JQ23
 b)    Nature of the transaction                                      Grant of Warrants over Ordinary Shares
 c)    Price(s) and volume(s)                                          Price(s)      Volume(s)
                                                                      1.   0.35p     1. 83,665,933

                                                                      2.   0.35p     2. 39,772,534

 
 d)    Aggregated information:                                        N/A

       -      Aggregated volume

       -      Price
 e)    Date of the transaction                                        27 December 2024
 f)    Place of the transaction                                       Outside of a trading venue

 

d)

Aggregated information:

-      Aggregated volume

-      Price

N/A

e)

Date of the transaction

27 December 2024

f)

Place of the transaction

Outside of a trading venue

 

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