Proposed Acquisition, Subscription & Suspension
The information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation
29 November 2023
Pathfinder Minerals plc
("Pathfinder" or the "Company")
Proposed Acquisition of Rome Resources Ltd
Proposed Subscription to raise £1.275 million
Suspension of Trading in the Company's Ordinary Shares
Pathfinder Minerals PLC (AIM: PFP), an AIM Rule 15 cash shell, is pleased to announce that the Company has entered into non-binding heads of terms regarding a potential acquisition of the entire issued share capital and to be issued share capital of Rome Resources Ltd ("Rome Resources"), which would constitute a reverse takeover under the AIM Rules for Companies (the "AIM Rules") (together the "Proposed Acquisition").
Related to the Proposed Acquisition, the Company has agreed to lend Rome Resources up to CA$2,500,00 million on an unsecured basis, subject to the finalisation of loan documentation (the "Loan Agreement") with Rome Resources.
Pathfinder is also pleased to announce that it has conditionally raised approximately £1,275,000 million (before expenses) by way of a subscription of (the "Subscription") 425,000,000 new ordinary shares of 0.1 pence each in the Company (the "Ordinary Shares") at 0.30 pence per new Ordinary Share (the "Issue Price"). As part of the Subscription, the Company will issue one new warrant for every two Ordinary Shares subscribed for, exercisable at a price of 0.45 pence for a period of up to two years from the date of re-admission following completion of the Proposed Acquisition (the "Warrant"), with each Warrant entitling the holder to acquire one new Ordinary Share upon exercise of the Warrant. Accordingly, it is anticipated that 212,500,000 Warrants will be issued. As part of the terms and conditions of the Warrants, in the event that any fundraise in conjunction with the re-admission of the enlarged group to trading on AIM is completed at a price below 0.30 pence per new Ordinary Share, then the exercise price of the Warrants will reset to a price equal to the fundraise price at re-admission.
The Proposed Acquisition remains subject to a number of factors, including the completion of due diligence to the satisfaction of both parties, regulatory and shareholder approval, as well as the negotiation and entry into a final binding acquisition agreement. Accordingly, there can be no certainty that a final binding acquisition agreement will be reached or that the Proposed Acquisition will complete, nor or on the terms outlined in this announcement.
Information about Rome Resources
Rome Resources is a Canada-based mineral exploration company which is currently listed on the TSX Venture Exchange ("TSX-V") under trading symbol "RMR". Rome Resources has entered into option agreements to acquire 51 per cent. indirect interests in two contiguous properties located in the Walikale District of the North Kivu Province in eastern Democratic Republic of Congo which are referred to collectively as the "Bisie North Tin Project".
Rome Resources has made recent discoveries of tin, copper, zinc and silver on both permits, which are situated only 8km North and on-trend from Alphamin Resources (AFM.TSX) Mpama North and South Tin mines. Alphamin is the highest-grade tin producer in the World mining at a grade of 4.5% tin and accounting for approximately 4% of global supply from the Mpama North mine alone.
Rome Resources' audited financial accounts for the year ended 30 September 2022 state that the company incurred a loss of approximately CA$0.698 million and held assets totalling approximately CA$0.749 million. More recently, Rome Resources' unaudited management accounts state that for the three months ended 31 March 2023 the company incurred a loss of approximately CA$1.044 million and as at 31 March 2023 the company held assets totalling approximately CA$5.5 million.
Paul Barrett, Executive Director of Pathfinder, commented:
''We are extremely excited to announce the entry into non-binding heads of terms for the Proposed Acquisition. Historically the UK market has been a natural home for exploration companies with operations in Africa, and in this respect we are confident that the Proposed Acquisition will be well received.
"Notwithstanding the need for further drilling, the results of the maiden drill campaign have shown that there is potential for a world class discovery in these permits in terms of grades.
"We look forward to updating shareholders as the Proposed Acquisition progresses."
Dr. Georg Schnura, Non-Executive Director of Rome Resources, commented:
''We are very happy to have signed the non-binding heads of terms with Pathfinder. Following completion of the Proposed Acquisition, Rome Resources will have access to the UK's deep pool of liquidity as well as the international investor base positioned in London, whom we believe have deep knowledge of the Africa natural resources market."
The Proposed Acquisition would constitute a reverse takeover under rule 14 of the AIM Rules. Therefore, the Proposed Acquisition would be subject, inter alia, to the approval of the Company's shareholders. As such, a further announcement with full details of the Proposed Acquisition will be issued at the appropriate time and an admission document published and sent to the Company's shareholders with a notice of general meeting.
In accordance with rule 14 of the AIM Rules, the Company's Ordinary Shares will be suspended from trading on AIM with effect from 7:30 a.m. today. The Company's Ordinary Shares will remain suspended until such time as either an admission document is published, or an announcement is released confirming that the Proposed Acquisition is not proceeding.
The Company will release further announcements as and when appropriate.
Pathfinder Minerals Plc
Paul Barrett, Executive Director
Tel. +44 (0)20 3143 6748
Allenby Capital Limited (Nominated Adviser and Broker)
John Depasquale / Vivek Bhardwaj (Corporate Finance)
Stefano Aquilino / Joscelin Pinnington (Sales & Corporate Broking)
Tel. +44 (0)20 3328 5656
Further details in relation to the Proposed Acquisition
The Company and Rome Resources have also entered into a binding exclusivity agreement pursuant to which Rome Resources has granted the Company a period of exclusivity until 15 April 2024 to consummate the Proposed Acquisition ("Long Stop Date").
It is intended that the Proposed Acquisition would be affected by way of a Canadian Plan of Arrangement pursuant to the British Columbia Business Corporations Act (the "Plan of Arrangement"). The headline consideration payable pursuant to the Proposed Acquisition is stated in the non-binding heads of terms as £15,940,891 or CA$27,418,332 using an exchange rate of 1.72 GBP:CAD, to be settled by the issue of new Ordinary Shares in the Company. In this respect, the Company proposes to issue to the shareholders of Rome Resources a total of 3,188,178,220 new Ordinary Shares at an implied price of 0.50 pence per new Ordinary Share, representing a 3.28% discount to the 12 month volume weighted average price (VWAP) for Pathfinder's Ordinary Shares, being 0.517p.
The Proposed Acquisition will be subject to, inter alia, the approval of the TSX-V and the satisfaction of any conditions imposed by them.
It is intended that following the successful completion of the Proposed Acquisition and readmission of the enlarged group to trading on AIM, the enlarged group will no longer maintain its quotation on the TSX-V.
The Loan Agreement
The Company has agreed to provide Rome Resources with a loan for working capital purposes. The loan will be advanced in two tranches with CA$500,000 expected to be paid within 5 business days of this announcement. CA$2,000,000 is anticipated to be paid within 5 business days of completion of the Company's Subscription, as detailed below. The loan will be repayable after 12 months (from the date of the last drawdown) but the repayment date can be extended by a further 12 months if the Proposed Acquisition terminates prior to the Long Stop Date. The loan will carry a fixed interest payment equal to 10% of the principal amount, which will increase to 15% if the Proposed Acquisition terminates prior to the Long Stop Date.
In conjunction with the loan, Rome Resources has agreed to issue to Pathfinder up to 10,000,000 warrants to subscribe for new common shares in Rome Resources ("Rome Shares") at a price of 25 cents per Rome Share, exercisable until the maturity date of the Loan. Following completion of the Plan of Arrangement and therefore the Proposed Acquisition, these warrants will be cancelled. Rome Resources has also agreed to issue to the Company an additional 10,000,000 warrants to subscribe for new Rome Shares if the Proposed Acquisition terminates prior to the Long Stop Date. The issuance of any such warrants is subject to the approval of the TSX-V.
Details of the Subscription
The Subscription will result in the issue of a total of 425,000,000 new Ordinary Shares at the Issue Price (together the "Subscription Shares") as well as 212,500,000 Warrants. It is intended that the net proceeds of the Subscription will be used towards, amongst other things, funding the advisory fees associated with the Proposed Acquisition and general working capital.
In order to implement the Subscription, the directors of the Company (the "Directors" or the "Board") will require further authorities, under sections 551 and 571 (respectively) of the Companies Act 2006, to allot the Subscription Shares, as well as 212,500,000 Warrants, and to disapply statutory pre-emption rights in respect of such allotments (the "Resolutions").
The Subscription Shares and the Warrants will be issued conditional, inter alia, on the passing of the Resolutions by shareholders of the Company (the "Shareholders") at a general meeting to be convened (the "General Meeting"). A notice of the General Meeting will be circulated in due course.
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 Subscription is conditional, inter alia, upon the passing of the Resolutions at the General Meeting and admission to trading on AIM ("Admission") in respect of the Subscription Shares. The Subscription is not conditional on completion of the Proposed Acquisition, and in this respect, for the avoidance of doubt the General Meeting to be convened in relation to approving, amongst other matters, the Subscription is not to approve the Proposed Acquisition.
The Company will release further announcements as and when appropriate, including, inter alia, in relation to the proposed General Meeting and Admission of the Subscription Shares.
Total voting rights
On Admission, the Company will have 1,057,494,834 ordinary shares of 0.1 pence each in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares in issue and voting rights will be 1,057,494,834 and this figure may be used by shareholders from Admission 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.