London, United Kingdom--(Newsfile Corp. - July 29, 2024) - Further to the news release issued by Rome Resources Ltd. ("Rome Ltd") on July 26, 2024, Rome Resources Plc (formerly known as Pathfinder Minerals Plc) ("Rome Plc") announces that on July 26, 2024, it acquired all of the common shares of Rome Ltd ("Rome Ltd Shares") pursuant to a plan of arrangement under section 288 of the Business Corporations Act (British Columbia) (the "Arrangement") among Rome Ltd, Rome Plc and Rome Plc's wholly-owned subsidiary 1475033 B.C. Ltd. ("Subco"). Pursuant to the Arrangement, among other things, Subco and Rome Ltd amalgamated (the "Amalgamation") and Subco then changed its name to Rome Resources Ltd ("Amalco").
Prior to the Arrangement, Rome Plc did not hold any Rome Ltd Shares but it held 10,000,000 warrants issued by Rome Ltd., each warrant exercisable for one Rome Ltd Share (as disclosed in the news releases of Rome Ltd dated December 28, 2023 and January 12, 2024), which, if exercised, would have entitled Rome Plc to acquire approximately 10,000,000 Rome Ltd. Shares, representing 7.6% of the issued and outstanding Rome Ltd Shares (on a post-exercise basis).
Following completion of the Arrangement (including the Amalgamation), Rome Plc owns 2,351,657,448 common shares of Amalco, representing 100% of the common shares of Amalco. On a fully-diluted basis, Rome Plc's interest increased from 7.6% in Rome Ltd. to 100% in Amalco, which is an increase of approximately 92.4% as compared to the percentage of common shares it would have been entitled to own of Rome Ltd prior to the Arrangement.
Pursuant to the Arrangement, Rome Plc acquired all of the issued and outstanding Rome Ltd Shares from the holders of thereof, in exchange for, on a per Rome Ltd Share basis, 19.54 (the "Exchange Ratio") ordinary shares of 0.1p of Rome Plc ("Rome Plc Shares"). The deemed value of each Rome Plc Share issued to holders of Rome Ltd Shares was £0.003 (equivalent to C$0.0053, based on the Bank of Canada closing exchange rate on July 26, 2024 of £1:C$1.7796 (the "Exchange Rate")). Rome Plc issued an aggregate of 2,351,657,348 Rome Plc Shares as consideration for all of the Rome Ltd Shares acquired pursuant to the Arrangement, having an aggregate value equivalent to £7,054,972 (or C$12,444,928.17, based on the Exchange Rate).
This disclosure is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids, which also requires an early warning report to be filed containing additional information with respect to the foregoing matters. A copy of the early warning report will be made available on SEDAR+ under Rome Ltd's profile at . To obtain a copy of the early warning report, please contact Paul Barrett, CEO of Rome Plc, at +44 (0)20 3143 6748.
Rome Plc's address is 35 Berkeley Square, London, England, W1J 5BF.