This announcement contains inside information for the purposes
of Regulation 11 of the Market Abuse (Amendment) (EU Exit)
Regulations 2019/310. With the publication of this announcement via
a Regulatory Information Service, this inside information is now
considered to be in the public domain.
25 July
2024
Pathfinder Minerals
plc
("Pathfinder" or
the "Company")
Result of General
Meeting
Pathfinder Minerals PLC (AIM: PFP),
an AIM Rule 15 cash shell, is pleased to announce that at the
Company's General Meeting held earlier today, all resolutions
proposed, including the special resolutions, were duly passed.
Accordingly, the proposals set out in the Admission Document are
now expected to complete, conditional on Admission, on 26 July
2024.
Change of name
The Company's change of name to
"Rome Resources Plc" and change of AIM ticker symbol to "RMR" will
take place once Companies House has issued a new certificate of
incorporation reflecting the change of name. The change of name is
expected to become effective imminently and the Company will make a
further announcement following the completion of the change of
name.
Change of website
To reflect the Company's new name,
the Company's website will be changed to www.romeresources.com with
effect from Admission. The information required pursuant to AIM
Rule 26 will be available at this address.
Application for Admission and
Total Voting Rights
A total of 3,814,369,773
new Ordinary Shares are being issued and allotted pursuant to
the proposals comprising the Consideration Shares, the Placing
Shares and the Fee Shares. The Consideration Shares, the Placing
Shares and the Fee Shares are being credited as fully paid and will
be identical to and rank pari passu in all respects with
the Existing Ordinary Shares.
Application has been made for
the Enlarged Share Capital of 4,871,864,607 Ordinary
Shares to be admitted to trading on AIM and it is expected
that Admission will become effective at 8.00 a.m. on 26 July 2024
under the existing ISIN and SEDOL of GB00BYY0JQ23 and BYY0JQ2
respectively.
Following Admission, the Company
will have 4,871,864,607 Ordinary Shares in issue, each with
one voting right. There are no shares held in treasury. Therefore,
the Company's total number of Ordinary Shares and voting
rights will be 4,871,864,607. 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.
Director Appointments
As set out in the Admission
Document, the appointment of Marc Mathenz and Serge Tshitembu to
the New Board as non-executive directors will take effect from
Admission.
AIM Disclosures
Marc Kay Mathenz, aged 54, is, or
has been during the last five years, a director or partner of the
following companies and partnerships:
|
Current:
|
Past:
|
|
MKM Tech Pte
Ltd
Pine Labs
Limited
|
Incomlend Pte Ltd
ICICI Merchant Services
Merchant Solutions Ltd
|
Upon Admission, Marc Mathenz will be
directly interested in 92,000,000 Ordinary Shares. In addition to
the aforementioned interest, Marc Mathenz also holds an indirect
beneficial interest in 700,000 Ordinary Shares, which is currently
held by his children.
Serge Nawej Tshitembu, aged 44, is,
or has been during the last five years, a director or partner of
the following companies and partnerships:
|
Current:
|
Past:
|
|
Papersoft III
Africa
Bravura Congo
SA
Rome Resources
Ltd
Blue Panther
Holdings
Kisenge Metal
Corporation
Shawej Ltd
Viasat
Congo
Bravura Mining Industries
Nigeria Limited
Danielle Infrastructure
Development Proprietary Limited
Bravura Mechanics Botswana
Proprietary Limited
Visionary Today Leaders
Holdings
Nawej Tshitembu Serge
(Belgium)
B.B Britas e Bituminosas
SA
|
Grid2Grid LLC
Mongwalu Gold Mine
VTL S&C Lda
|
Upon Admission, Serge Tshitembu will
hold no Ordinary Shares.
Detailed results from the General Meeting
At the General Meeting held earlier
today all resolutions were duly passed on a show of hands. The
following table summarises proxy votes, appointing the Chair of the
Meeting, received by the proxy deadline
|
Resolution
|
Votes for
|
Votes
against
|
Approval
|
Votes
Withheld
|
|
Ordinary Resolutions
|
Shares
|
Shares
|
%
|
Shares
|
|
1. To approve the
acquisition of Rome Resources Ltd under resolution 1
|
546,514,514
|
0
|
100
|
489,888
|
|
2. To authorise the Directors to allot the Consideration Shares
under resolution 2
|
546,514,514
|
0
|
100
|
489,888
|
|
3. To authorise the
Directors to allot the Replacement Options and Replacement Warrants
under resolution 3
|
546,014,514
|
500,000
|
99.91
|
489,888
|
|
4. To authorise the
Directors to allot the Placing Shares under resolution 4
|
546,514,514
|
0
|
100
|
489,888
|
|
5. To authorise the
Directors to allot equity securities under resolution 5
|
546,014,514
|
500,000
|
99.91
|
489,888
|
|
Special Resolutions
|
|
6. To authorise the
Directors to allot the Replacement Options and Replacement Warrants
otherwise than on a pre-emptive basis to shareholders under
resolution 6
|
546,014,514
|
500,000
|
99.91
|
489,888
|
|
7. To authorise the
Directors to allot the Placing Shares for cash otherwise than on a
pre-emptive basis to shareholders under resolution 7
|
546,514,514
|
0
|
100
|
489,888
|
|
8. To authorise the
Directors to allot the equity securities otherwise than on a
pre-emptive basis to shareholders under resolution 8
|
546,014,514
|
500,000
|
99.91
|
489,888
|
|
9. To change the name of
the Company to "Rome Resources plc under resolution 9
|
546,014,514
|
500,000
|
99.91
|
489,888
|
The number of Existing Ordinary
Shares in issue at the time of the General Meeting on 25 July 2024
was 1,057,494,834. A vote withheld is not a vote in law and is not
counted in the calculation of the proportion of votes 'For' or
'Against' a resolution.
The
same definitions apply throughout this announcement as those set
out in the Admission Document published on 8 July 2024, a copy of
which is available to view at www.pathfinderminerals.com,
unless the context requires otherwise.
For further information please
contact:
Pathfinder Minerals Plc
Paul Barrett, Executive
Director
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).