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.

20 March 2025

Rome Resources Plc
("Rome" or the "Company")

Settlement of claim against the Mozambique Government for the expropriation of Mining Concession 4623C

Rome Resources Plc (AIM: RMR), the DRC-focused tin and base metals explorer, is pleased to announce that it has entered into a settlement agreement with IM Minerals Limited ("IM") and the Mozambique government (the "Settlement") in relation to the Company's legacy claim over the expropriation of a heavy mineral sand mining concession 4623C in 2011 (the "Claim"). Rome was formerly named Pathfinder Minerals plc ("Pathfinder") until 24 July 2024.

As part of the Settlement, the Mozambique government has agreed to grant five new research and exploration licences to a registered Mozambican company (or companies) to be nominated by IM (the "New Licences"). In this regard, Rome will receive a 30 per cent. carried interest in the future value of the New Licences, as further described below.

Background to the Claim

The Claim was sold by Pathfinder to Acumen Advisory Group LLC ("Acumen") by way of a sale of the Company's wholly owned subsidiary, IM, which completed on 18 August 2023. The Claim was subsequently sold by  Acumen to Luangwa Resources LLC ("Luangwa"), as announced on 29 January 2024 (the "Disposal").

Since then, and during the course of negotiations it became apparent that the Mozambican government justified the expropriation of mining concession 4623C on the basis of purported failures by the Company's previous management to put in place sufficient safeguards prior to the expropriation. This resulted in a perceived weakening of the Claim. Consequently, the Mozambique government did not offer a cash settlement, resulting in a subsequent period of further negotiation over a number of replacement New Licences which was ultimately offered in lieu of a cash settlement. 

Settlement details

The New Licences that form the Settlement are as follows:

Graphite Potential

a.                      Area 1 of Licence No. 5197, covering a surface area of 18,857 ha (hectares);

b.                     Area 2 of Licence No. 5197, covering a surface area of 14,003 ha;

Heavy Mineral Sands Potential

c.                      Licence No. 5186, covering a surface area of 14,340 ha;

d.                     Licence No. 11344, covering a surface area of 11,673 ha; and

e.                     Licence No. 9844, covering a surface area of 860 ha.

The New Licences represents in aggregate approximately 59,733 hectares (597km² or 147,540 acres), which is equivalent to an area the size of the Isle of Man.

Two of the licences that form part of the New Licence areas are extensions of active graphite mining projects and are anticipated to be the subject of an early marketing campaign to generate cash returns for Luangwa. The remaining three licences will require further technical work to mature the projects to marketable status.

Further details of Rome's interest

While Luangwa will ultimately control the New Licences, under the terms of a side agreement entered into with Luangwa following the Settlement (the "Side Agreement"), Rome will receive a fixed 30 per cent. carried interest in either the individual entities holding each licence or the holding company that ultimately holds the New Licences. Rome will not be required to contribute to any exploration expenditure or other costs in relation to the New Licences and will maintain a passive interest.

The Company has agreed with Luangwa that if any value in the New Licences is realized through either a disposal, share sale, listing or a farm-in agreement, then if the aggregate amount of cash available for distribution following such event is less than US$7 million, Luangwa's reasonable costs up to a maximum of US$2 million shall be taken into account prior to any cash distribution to the Company. In the event that the distributable cash available is greater than US$7 million, then these costs will not be taken into account.

Potential distribution to legacy Pathfinder shareholders

As noted in the Company's announcements on 16 August 2023 and 1 September 2023, shareholders in the Company as at 6:00pm on 5 September 2023 will be entitled to a "Bonus Preference Share" entitling the holder thereof to receive, subject to the Companies Act 2006, a preferential dividend equal to the damages award that the Company may receive pursuant to the Claim. It was also noted that if no award proceeds are received by the Company pursuant to the Claim, no amount shall be payable to the holders of the Bonus Preference Shares by the Company.

While the board of directors of Rome (the "Board" or the "Directors") welcomes the positive news concerning the Settlement, including the issue of the New Licences, the Board simultaneously recognises that some shareholders may be disappointed with the form of the Settlement award being non-cash. With this in mind, the Company will seek to work with Luangwa to realise any potential value from the New Licences through the aforementioned liquidity events. While there can no certainty that the New Licences can be monetised or the quantum of any such monetisation, Rome will seek to distribute in due course the cash proceeds of the New Licences, less expenses, to the holders of the Bonus Preference Share.

Paul Barrett, Chief Executive Officer of Rome Resources Plc, commented:

"The Settlement gives the legacy shareholders, most promisingly through the graphite licences, a potential route to monetary compensation for the claim and Luangwa have assured the Company that they will seek to create a liquidity event as soon as practicable. I must emphasise that the Company will not be investing financial capital into this project and the exploration for tin and copper at the Bisie North site in the DRC remains our single focus going forward. In this regard, I look forward to updating shareholders on progress relating to grades and volumes in the Bisie North Project in the near future."

The Company will release further announcements as and when appropriate.

Defined terms used but not defined in this announcement have the meanings set out in the Company's announcement dated 16 August 2023.

**ENDS**

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