LONDON, UK: Pathfinder Minerals PLC 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, which would constitute a reverse takeover under the AIM Rules for Companies.

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.

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.”

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