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£1.2m subscription and proposed conditional bonus

In brief · summary, not quotable

Rome Resources plc has conditionally raised approximately £1.2 million through a direct subscription of 400,000,000 new ordinary shares at 0.30 pence per share, a discount of 8.6% to the five-day VWAP. These proceeds will fund further drilling at the Kalayi project, exploration at Mont Agoma, and an airborne geophysical survey. Additionally, a conditional bonus award of new ordinary shares at the issue price is planned for management, contingent on securing a strategic partnership. Upon admission of the new shares, the company's total issued ordinary share capital will be 7,537,025,932.

Full announcement

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Rome Resources plc (AIM: RMR), the DRC-focused tin and copper explorer, announces that it has conditionally raised approximately £1.2 million (before expenses) by way of a direct subscription (the "Subscription") with existing shareholders of the Company for a total of 400,000,000 new ordinary shares of 0.1 pence each in the Company ("Ordinary Shares") at a price of 0.30 pence per new Ordinary Share (the "Issue Price"). The Issue Price represents a discount of approximately 8.6 per cent. to the five-day volume-weighted average price ("VWAP").

The board of directors of Rome Resources (the "Board" or the "Directors") currently intend for the net proceeds of the Subscription to be used to:

  • Enable the Company to continue drilling at its Kalayi project to provide further resource expansion beyond the next planned Mineral Resource Estimate ("MRE") update;
  • Enable the Company to drill the two high-graded copper and tin targets at Mont Agoma; and
  • Enable the Company to conduct an airborne geophysical survey which is currently being planned in order to assess further exploration targets within the remit of Rome Resources' licences.

The Company believes that the planned Kalayi MRE update will further strengthen its position regarding discussions with potential strategic partners.

The Company has also agreed to issue 24,000,000 warrants over new Ordinary Shares to the introducer of the Subscription, with each warrant entitling the holder to acquire one new Ordinary Share at the Issue Price at any time in the five-year period from the date of Admission (as defined below) (together the "Broker Warrants"). The Broker Warrants will be in certificated form and none of the Broker Warrants will be admitted to trading on AIM or any other stock exchange.

The 400,000,000 new Ordinary Shares to be issued pursuant to the Subscription (the "Subscription Shares") and the Broker Warrants will be issued on a non-pre-emptive basis pursuant to the authorities granted to the Board at the Company's general meeting held on 2 April 2026.

The Subscription Shares, when issued and fully paid, will rank pari passu in all respects with the existing Ordinary Shares in issue and therefore will rank equally for all dividends or other distributions declared, made or paid after the issue of the Subscription Shares.

Proposed conditional bonus award

In order to align certain members of managements long-term interests with that of the Company's shareholders, including through, amongst other ways, the encouragement of increasing long-term shareholder value, it is intended that certain of the directors and members of the Company's management will be awarded a conditional bonus in the form of new Ordinary Shares at the Issue Price (the "Bonus Award"). The Bonus Award is anticipated to be conditional on the Company entering into a strategic partnership in relation to its Kalayi or Mont Agoma project. The grant of the Bonus Award will likely constitute a related party transaction for the purposes of Rule 13 of the AIM Rules. The Company will make a further announcement through a Regulatory Information Service, as appropriate.

Admission and Disclosure Guidance and Transparency Rules

Application will be made to the London Stock Exchange Plc for the 400,000,000 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective on or around 5 May 2026. The 400,000,000 new Ordinary Shares will rank pari passu with the existing Ordinary Shares. Upon Admission, Rome Resources issued ordinary share capital will comprise 7,537,025,932 Ordinary Shares. Upon Admission, this number will represent the total voting rights in the Company, and, following Admission may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

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

"We are extremely grateful for the continued backing of our existing shareholders, whose additional funding, secured following our most successful drilling campaign to date at Kalayi, positions the Company to further accelerate growth and expand our tin resource. This strong support reinforces confidence in the scale and potential of the Company's projects."

Investor questions on this announcement We encourage all investors to share questions on this announcement via our investor hubhttps://romeresources.com/link/epQ79r
Rome Resources Plc Paul Barrett, Chief Executive OfficerTel. +44 (0)20 3143 6748
Allenby Capital Limited (Nominated Adviser and Joint Broker) John Depasquale / Vivek Bhardwaj (Corporate Finance) Kelly Gardiner / Lauren Wright (Sales & Corporate Broking)Tel. +44 (0)20 3328 5656
OAK Securities (Joint Broker) Jerry Keen, Head of Corporate Broking Henry Clarke, Head of SalesTel. +44 (0)20 3973 3678
Camarco (Financial PR) Gordon Poole / Sam MorrisTel. +44 (0)20 3757 4980

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Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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