17 June 2024

Pathfinder Minerals plc

("Pathfinder" or the "Company")

Update on the proposed acquisition of Rome Resources

Pathfinder Minerals PLC (AIM:PFP), an AIM Rule 15 cash shell, provides the following update on its proposed acquisition of the entire issued and to be issued share capital of Rome Resources Ltd ('Rome Resources') (the "Proposed Transaction").

Highlights

·      OAK Securities to provide advance funding of up to £100,000;

·      Pathfinder to support Rome Resources in securing long lead items and fulfilling contractual obligations to commence drilling in mid-July 2024; and

·      Fundraise indications received for in excess of £4,000,000 which is contemplated in conjunction with the Proposed Transaction.

On 9 May 2024, the Company announced that Oak Securities have indicated that they will make a cornerstone investment of at least £300,000 in any fundraise contemplated in conjunction with the Proposed Transaction. We are now pleased to announce that the Company's joint broker, OAK Securities, has agreed to provide advance funding to the Company of up to £100,000 (the "Advanced Funding") by 21 June. As a result of the Advanced Funding provided, it is anticipated that Oak Securities will receive equity in the enlarged group on the same terms as those participating in the fundraise contemplated in conjunction with the Proposed Transaction.

In the event that the Proposed Transaction fails to complete for whatever reasons, it is anticipated that Oak Securities will then instead receive ordinary shares of 0.01 pence each in the share capital of the Company ("Ordinary Shares") at 0.30 pence per new Ordinary Share.

Proposed use of the Advanced Funds

As a result of the Company receiving the Advanced Funds, the Company intends to provide Rome Resources with up to CA$100,000 (the "Loan"). The provision of the Loan will be made under the Company's existing loan arrangement with Rome Resources, whereby the Company agreed to lend Rome Resources up to CA$2,500,000 on an unsecured basis, details of which were announced by the Company on 29 November 2023. The remainder of the Advanced Funding will be used by Pathfinder for working capital purposes, including but not limited to meeting certain ongoing costs associated with the Proposed Transaction.

It is anticipated that part of the Advanced Funding will be used by Rome Resources to complete preparatory work and contractual obligations ahead of the commencement of drilling in July 2024.  Rome Resources has informed the Company that the proposed work program consists of a drilling campaign to follow up on the highly encouraging results from Rome Resources' 2023 drilling campaign, which drilled several high-grade intercepts of copper, zinc and most significantly tin, only 8km from the Mpama North mine, the world's highest grade tin mine at 4.5% tin. Rome Resources has 3 diamond drill rigs contracted to commence operations in due course.

Proposed Fundraise contemplated alongside the Proposed Transaction

OAK Securities have additionally confirmed to the Company that indications of interest have been received from institutions and family offices in excess of £4,000,000 in relation to the fundraise contemplated alongside the Proposed Transaction.  As these indications are indicative, there can be no guarantee that any such final fundraise contemplated by the Company alongside the Proposed Transaction will reach such quantum nor can the precise final terms, including price, can be confirmed at this stage. A further announcement will be made by the Company once the terms of any such fundraise is agreed.

The Company currently expects to publish an AIM admission document (the "Admission Document") in respect of the Proposed Transaction by the end of June 2024.

Paul Barrett, Executive Director of Pathfinder Minerals Plc commented:

"We are delighted at the support of OAK Securities, demonstrating their belief and commitment in what will be a very exciting few months ahead on the ground in the DRC."

Jerry Keen, Head of Corporate Broking at OAK Securities commented:

"We are very pleased to provide the financial assistance to Pathfinder as the final stage of the Proposed Transaction approaches to ensure a seamless transition to commencement of the drilling program next month."

Enquiries:

Pathfinder Minerals Plc

Paul Barrett, Executive Director

Tel. +44 (0)20 3143 6748

Allenby Capital Limited (Nominated Adviser and 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).