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).
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