23:39:50 EDT Mon 20 May 2024
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or Name
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Rome Resources Ltd
Symbol RMR
Shares Issued 75,865,939
Close 2023-06-09 C$ 0.205
Market Cap C$ 15,552,517
Recent Sedar Documents

Rome Resources closes $1.1-million private placement

2023-06-12 13:42 ET - News Release

Mr. Mark Gasson reports

ROME RESOURCES ANNOUNCES CLOSING OF $1,100,000 PRIVATE PLACEMENT AND TSXV ACCEPTANCE OF BINDING TERM SHEET TO ACQUIRE AN ADDITIONAL 15% INDIRECT INTEREST IN BISIE NORTH-EAST EXPLORATION PERMIT 15130

Further to the company's news release dated May 29, 2023, Rome Resources Ltd. has closed its non-brokered private placement of 4.4 million units of the company's securities at a price of 25 cents per unit for gross proceeds totalling $1.1-million. Each unit comprises one common share and one-half non-transferable common share purchase warrant, with each whole warrant exercisable for one common share at 30 cents per share on or before June 9, 2025. The securities issued pursuant to the private placement and any shares to be issued on the exercise of warrants are restricted from trading until Oct. 10, 2023. The company paid a cash finder's fee of $14,000 to Euroz Hartleys Ltd. for services provided to the company as a finder with respect to the private placement subscription by several of the private placement placees.

The net proceeds of the financing will be used by the company to finance exploration activities at the Bisie North tin project and corporate costs, and for working capital.

Two insiders of the company purchased a total of two million units for proceeds to the company of $500,000, comprising 45.5 per cent of the total amount raised. This acquisition constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the private placement by insiders does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company's board of directors, and specifically the independent members of the board, as applicable, reviewed and approved the private placement subscriptions by the insiders. The company did not file a material change report in respect of the related party transaction at least 21 days before closing of the private placement, as the date of closing was not previously known.

Further to the company's May 9, 2023, news release, the TSX Venture Exchange has accepted for filing the binding term sheet between the company and Palm Constellation SARL, pursuant to which Rome has agreed to acquire, from Palm, a 15-per-cent indirect interest in exploration permit 15130.

As set out in the term sheet, a new company, Mont Agoma SARL, which is in the process of being incorporated, will be the holder of exploration permit 15130. Upon incorporation, Mont Agoma will be owned by: CoTinCo Minerals Projects International LLC (CoTinCo), holding a 45-per-cent interest; Palm, holding a 30-per-cent interest; and Rome, holding a 25-per-cent interest. Pursuant to the term sheet, Rome can acquire a further 15-per-cent interest in Mont Agoma by issuing five million units in the capital of Rome to Palm, where each unit will consist of one common share of Rome and one common share purchase warrant exercisable for two years at 50 cents per share. The five million units will not be issuable by Rome until after: (i) Mont Agoma has been incorporated; (ii) the Bisie North-East permit has been transferred to Mont Agoma, free and clear of all charges, encumbrances and claims; and (iii) Palm has transferred to Rome a 15-per-cent interest in Mont Agoma. CoTinCo and Palm are arm's-length parties to Rome and to each other.

About Rome Resources Ltd.

Rome Resources is a mineral exploration company that has entered into two option agreements and a binding term sheet to acquire direct and indirect interests in two contiguous properties situated in the Walikale district of North Kivu province, eastern Democratic Republic of the Congo, which are collectively referred to as the Bisie North tin project. Rome intends to finance exploration on the project up to the completion of a definitive feasibility study.

We seek Safe Harbor.

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