Announcement PDF RNS Number : 2978Q Rome Resources PLC 17 December 2024 THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE 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 "IssuePrice") (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 wellestablished 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 "SubscriptionShares") 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 Stanvic Mining SARL Andreas Reitmeier* Klaus Eckhof Mark Gasson Investor Investor Director Director 0 490,075,000 439,624,500 401,351,600 1,200,000,000 490,075,000 439,624,500 401,351,600 Percentage of enlarged share capital on Admission 19.76 8.07 7.24 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. This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. 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