Issue of warrants
Company issues 221.5m warrants to directors and advisers, exercisable at 0.35p per share.
- Warrants issued 221,544,334
- Potential gross proceeds if fully exercised £0.78 million
- Exercise price per warrant 0.35 pence
- Warrants to Marc Mathenz 83,665,933
- Warrants to Edouard Etienvre 39,772,534
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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.
| Name | Role | Existing warrants over Ordinary Shares held | Number of Warrants granted | Total warrants over Ordinary Shares held following issue |
|---|---|---|---|---|
| Marc Mathenz | Non-Executive Director | 18,500,000 | 83,665,933 | 102,165,933 |
| Edouard Etienvre | Non-Executive Director | 0 | 39,772,534 | 39,772,534 |
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.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | 1. Marc Mathenz 2. Edouard Etienvre |
| 2 | Reason for the notification | |
| a) | Position/status | 1. Non-Executive Director 2. Non-Executive Director |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Rome Resources Plc |
| b) | LEI | 2138009YG6AG3K86TN77 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 0.1p each in Rome Resources Plc ("Ordinary Shares") Identification code (ISIN) for Ordinary Shares: GB00BYY0JQ23 |
| b) | Nature of the transaction | Grant of Warrants over Ordinary Shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s) 1. 0.35p 2. 0.35p 1. 83,665,933 2. 39,772,534 |
| d) | Aggregated information: - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 27 December 2024 |
| f) | Place of the transaction | Outside of a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.