27 December 2024

Rome Resources Plc

("Rome" or the "Company")

Issue of warrants

Rome Resources Plc (AIM: RMR), the DRC-focused tin explorer, announces that the Company has issued 221,544,334 warrants (the "Warrants") over new ordinary shares of 0.1 pence each in the share capital of the Company ("Ordinary Shares") to certain directors of the Company ("Directors"), as detailed below, a member of the Company's senior management team as well as a professional adviser to the Company.

If all the Warrants are exercised in full the Company will receive gross proceeds of a further approximately £0.78 million.

123,438,467 of the Warrants have been issued to certain of the Directors, as outlined below, in recognition of the additional work performed by them for the Company above and beyond their existing role as non-executive directors of the Company. For example, Marc Mathenz has and continues to be materially involved in helping the new owners of the Mozambique claim and their legal advisors achieve a settlement of the claim. As noted in the Company's notification on 24 September 2024, the Company remains fully engaged in this process and eligible shareholders will be compensated in the event of a successful settlement of the Mozambique claim. Additionally, the Company will benefit from a successful claim through recovery of a portion of historical costs.  Similarly, Edouard Etienvre has played a lead role in securing a strategic investment, a process which culminated in the successful conclusion of a £4.2mm fundraise on 24 December 2024.

Details of the Warrants

The Warrants have an exercise price of 0.35 pence per Warrant (the "Exercise Price"), being the closing mid-market price of an Ordinary Share on 24 December 2024, the business day prior to issue. 

The exercise of the Warrants is conditional on the Company obtaining the requisite authorities to enable the exercise of the Warrants at the Company's next general meeting of shareholders ("General Meeting"). A further announcement will be made by the Company outlining details of the General Meeting to be convened.

Each warrant entitles the holder to acquire one new Ordinary Share at the Exercise Price at any time from the date of the General Meeting up to the date that is five years from the date of the General Meeting ("Warrant Exercise Period").

Any Warrants remaining unexercised after the end of the Warrant Exercise Period shall automatically expire without compensation. The Warrants are not secured and are non-transferable by the holders, without the prior consent of the Company. The Warrants will be in certificated form and none of the Warrants will be admitted to trading on AIM or any other stock exchange.

Related Party Transaction

The issue of Warrants over new Ordinary Shares to Marc Mathenz and Edouard Etienvre (the "Issue of Warrants") is deemed to be a related party transaction pursuant to rule 13 of the AIM Rules for Companies (together the "Transaction"). Accordingly, Paul Barrett, Mark Gasson and Klaus Eckhof (being the directors of the Company not taking part in the Transaction) consider, having consulted with the Company's nominated adviser, Allenby Capital, that the terms of the Transaction are fair and reasonable insofar as the Company's shareholders are concerned.

The FCA notification, made in accordance with the requirements of the UK Market Abuse Regulation, is set out at the end of this announcement.

For further information please contact:

Rome Resources Plc

Paul Barrett, Chief Executive Officer

Mark Gasson, Chief Operating Officer

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 ([email protected])

Henry Clarke, Head of Sales ([email protected])

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).

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.