LONDON: Pathfinder Minerals PLC (AIM: PFP) has declared its conditional agreement to acquire Rome Resources Ltd. This transaction, announced on May 7, 2024, follows Pathfinder’s initial statement made on November 29, 2023.

The acquisition process, termed as the “Arrangement,” is set to be executed through a court-sanctioned plan of arrangement in accordance with the British Columbia Business Corporations Act. The completion of this deal hinges on the approval from the Supreme Court of British Columbia and a favorable vote by Rome Resources shareholders. The voting threshold has been set at a two-thirds majority, with an additional requirement of a simple majority excluding certain shares to protect minority stakeholders.

In a show of confidence, directors, executive officers, and key shareholders of Rome Resources, who collectively own approximately 62.9% of the company’s shares, have pledged their support for the Arrangement through voting agreements with Pathfinder. The decisive shareholder meeting is scheduled for June 24, 2024.

The Arrangement Agreement encompasses standard assurances and interim covenants typical for such transactions, along with measures to protect the deal’s integrity. Both companies anticipate the Proposed Transaction’s completion by late June 2024.

This move is classified as a reverse takeover under AIM Rule 14, necessitating approval from Pathfinder’s shareholders. Detailed information regarding the transaction will be disclosed in due course, accompanied by an admission document and a notice for a general meeting.

The transaction’s finalization remains contingent on several factors, including due diligence and regulatory consents, leaving the outcome and specifics of the deal uncertain at this stage.

Pathfinder has announced that trading of its ordinary shares will be suspended until further updates on the transaction’s progress are provided.

Pathfinder Minerals likely to acquire Rome Resources Ltd