Member Info for Investor01

Hi Baldmark, I was referencing the 20th March RNS 2025:

"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."

I became a shareholder in Rome through PFP, but added here last week (perhaps one week too early!). That said, I remain optimistic about the upcoming deeper drilling campaign. The resource will only continue to grow from here, and hopefully the model for the higher-grade tin zones at depth holds up- much suggests it is likely to. The BoD clearly knows what it’s doing here.

It would also be great to get an update on the status of the licences tied to the BIT claim win, in which Rome now holds 30% interest. A sale of any of those licences could provide valuable non-dilutive liquidity to further expanded the next drilling programme. GLA.

Rome's 30% interest in the licences in Mozambique (acquired from the BIT claim) has not been factored in to any valuation calculations yet. We know very little about these - so hopefully further details will emerge alongside other good news flow from the company.

For those with interest in the PFP BIT claim, I see on the ICSID website that the tribunal had their first meeting last Friday.

Not sure why the site is registering 1b shares, I spotted this also, it's an error though as there are over 4.8B shares in issue now.

Indeed, thanks Poppyseed for sharing, some great finds. Nice to see such positive exposure around the RTO. It sounds like the raise coupled alongside the RTO will then most likely be £4M - I also wonder how the numbers all crunch for the final dilution and valuation when we re-list. All sounds very positive though.

I agree FB, I also presume those new and enlarged shareholders have to be happy with progress, they are in a strong position to have a voice with such large shareholdings. There has definitely appears to be a lot of house-keeping going on, website updated, outstanding money collected. We only clean our house when we are expecting guests :-) . I am currently working on the assumption that an Admission document just needs to be published ahead of the 6-month deadline (I am not entirely clear if it has to have been voted on ahead of the 6 month). I may be reading too much into the wording though on the 8th May RNS. Anyone that knows more on the process, I welcome thoughts/insight.

Rome Resources are up nearly 40%. RTO deadline is the 29th May. Could the (Re)Admission document publication be imminent? Fingers crossed this is all coming together!

To avoid confusion, I thought best to post to say I have since had it confirmed that the 29th May is the RTO deadline as was highlighted by others. Indeed, the suspension was the trigger for the 6 month clock.

If my understanding is correct (and please do correct me if I'm wrong), the suspension was triggered as we had disclosed that we had identified an acquisition that constituted an RTO (7am RNS on the 29th Nov). The suspension is then in place to give PFP a window to make public the Admission document for the New Co and shareholders have been given an opportunity to approve. However, we became a Cash shell when we sold IMM. The below is from page 8, 'AIM Rules for Companies' version 01/01/2021 (available on the London Stock Exchange documents page):

Under Rule 15:

‘upon completion of the disposal or action, the AIM company will be regarded as an AIM Rule 15 cash shell. Within six months of becoming an AIM Rule 15 cash shell, the AIM company must make an acquisition or acquisitions which constitutes a reverse takeover under rule 14. For the purposes of this rule only, becoming an investing company pursuant to rule 8 (including the associated raising of funds as specified in rule 8) will be treated as a reverse takeover and the provisions of rule 14 will apply including the requirement to publish an admission document’

Thoughts certainly welcome.

Morning FB/Poppyseed, that would be reassuring. I emailed the BoD and Nomad for confirmation last week, but I am still waiting on a response. I have been back on forth on this date (sale or suspension as the starting point). However, my reading/interpretation of the 18th August RNS implied the clock had started then:

'Following Completion of the Disposal, the Company has ceased to own, control, or conduct all or substantially all its previous trading business, activities or assets and has today become an AIM Rule 15 cash shell. As such, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 (including seeking a re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from Completion and be re-admitted to trading on AIM as an investing company under the AIM Rules for Companies (the "AIM Rules") (which requires the raising of at least £6 million), failing which the Company's ordinary shares would then be suspended from trading on AIM pursuant to AIM Rule 40.'

Has the 29th May been confirmed to you?

I have been off with my predictions recently for PFP, so maybe take with a pinch of salt, but is it possible that AAG could have reached a settlement to drop the claim? Could align with AAG's request for an extension to initiate the claim.

I don’t think we will necessarily need a lot of cash for the next transaction, obviously we do need enough to cover legal.

Look at models for asset acquisition that Mark Gasson has previously been envisaging relating to his activities with AJN.. I feel something similar could work well here..

https://www.proactiveinvestors.co.uk/companies/news/1026425/ajn-resources-positioned-for-soaring-lithium-demand-with-lucrative-drc-deposits-1026425.html

“We started looking for projects in the Congo more than three years ago,” director and CFO Mark Gasson told Proactive.

“We signed an agreement with the state which outlined a new model for Congo. The idea was that the state would transfer 21 gold licences and one lithium license, the extension of the Manono pegmatites, into a local subsidiary, Congo Resources. AJN would acquire 100% of Congo Resources and the state would receive 60% of AJN's share capital.”

My apologies I missed this post Poppyseed! Indeed, it is very interesting reading.

No doubt the wheels are turning in the background for the next step, I can't help but feel ground work and planning had to be underway before the divestment of IMM - the 6-month window is so rigid and short.

I can’t help but wonder if Klaus Eckhof will be involved in some way in the eventual RTO (he built a significant holding in PFP and I presume still holds as his name remains on PFP's website), him and Mark Gasson have long-running and very relevant business relationship (also covering lithium interests) extending beyond their work at AJN Resources, it's interesting reading and not even an exhaustive search. Fingers crossed for good news on the RTO front in due course.

https://www.proactiveinvestors.co.uk/companies/news/1026425/ajn-resources-positioned-for-soaring-lithium-demand-with-lucrative-drc-deposits-1026425.html

https://smallcaps.com.au/klaus-eckhof-mark-gasson-taruga-gold-cobalt-drc-project-acquisitions/

https://www.heraldsun.com.au/business/stockhead/mining-magnate-klaus-eckhof-in-middle-of-javelins-bid-for-mystery-unlisted-ugandan-lithium-prospect/news-story/684489f367c28b199736d78a24f55aa0

https://furtherafrica.com/2018/04/13/australian-gold-player-acquires-lithium-project-in-zimbabwe/

Article of interest for those with preference shares...

https://clubofmozambique.com/news/mozambique-chinese-company-to-start-exploiting-pebane-heavy-sands-aim-245609/

Some great discussion on this board in recent weeks.

I agree Adamsky, in relation to the pref. shares, I am also thinking that the pressure has hit a new high for a potential settlement outcome in relation to the claim. There is now less than 3 months to the initiation of the BIT by AAG. The English High Court ruling is a powerful indicator to where justice on the dispute lies- we have a strong case. TZM must be watching this closely. I refer back to our only (as shareholders) known interaction with TZM as noted in the 29th June 2021 RNS:

"Pathfinder announces that on 24 June 2021, the Company held a virtual meeting with the Chairman of the Board of Directors of TZM. The meeting was facilitated and attended by representatives from the British High Commission in Mozambique, the UK Department for International Trade, and the National Mining Institute of the Mozambique Ministry of Mineral Resources and Energy.

The purpose of the meeting was to confirm to TZM that in the absence of an acceptable resolution of the dispute with the Government of Mozambique, Pathfinder intends to refer the matter to the International Centre for Settlement of Investment Disputes ("ICSID") under the Mozambique - United Kingdom Bilateral Investment Treaty (2004) (the "Treaty"). Accordingly, TZM could lose the benefit of its investment to date in the Licence, together with any further investment it may make in relation to the Licence."

We have agreed to support AAG in the disposal of any licence received in the process of settling this dispute as noted in the 22nd March 2023 RNS:

"Under the SPA, the Company agrees that, if requested by AAG, it will use reasonable endeavours insofar as it is reasonably able, to assist AAG with a divestment to a third party of any licences which are returned or awarded to it in respect of the Claim."

If this did move to a settlement, I wonder if $30million (as referred to in the agreed SPA) might now be considered as our minimum acceptable payment in such a resolution.

I'm looking forward to hearing about progress on the RTO front in the coming weeks/months. GLA

I have been wondering if we might just be informed post the ‘record’ event point, it would prevent day traders from using the date as an opportunity to pump and eventually dump the SP while walking away with pref. shares in the process. This is only a thought though.

Looking for Moneyformoney I sympathise, I am also heavily invested here. However, Peter Taylor also did put significant early 'skin in the game' from his own pocket, so is incentivised to steer the ship to a positive outcome. Hopefully we will get that RNS update soon.

Highly likely just to be chance and of no meaning, but interesting that Allenby Capital have Bens Creek Group PLC as a client, our recently disclosed major shareholder in PFP also recently disclosed a major holding in that company (see their 3rd July RNS) at a similar time to us. Not sure what to read into that, so highly likely nothing, but just a interesting chance link.

Same investor seems to be buying over at Bens Creek.