Mr. Mark Gasson reports

ROME RESOURCES ENTERS INTO LOAN AGREEMENT

Pursuant to the heads of terms between Rome Resources Ltd. and Pathfinder Minerals PLC announced on Nov. 29, 2023, Rome has entered into a loan agreement dated Dec. 21, 2023, with Pathfinder, which provides for Pathfinder to lend up to $2.5-million to Rome pursuant to two drawdowns, subject to satisfaction of certain conditions set out in the loan agreement. The loan agreement provides for the grant of loan bonuses to Pathfinder, whereby two million share purchase warrants will be issued to Pathfinder in connection with the first drawdown of $500,000 and an additional eight million warrants will be issued to Pathfinder in connection with the second drawdown of $2-million. Each warrant will be exercisable to purchase one common share in the capital of Rome at a price of 25 cents per share on or before the later of the final repayment date (as defined in the loan agreement) or the extended repayment date (as defined in the loan agreement). The final repayment date is defined in the loan agreement as: (a) the date that is 12 months from the date of the second drawdown; or (b) if the second drawdown does not occur on or prior to Dec. 21, 2024, the date of the first drawdown. The extended repayment date is the date that is 12 months from the final repayment date by which all funds borrowed would have to be repaid in the event the proposed reverse takeover of Rome by Pathfinder terminates before April 15, 2024, or such later date as may be agreed between Pathfinder and Rome (the long-stop date). If the transaction terminates prior to the long-stop date, the loan agreement provides for Rome to grant a further loan bonus to Pathfinder comprising an additional 10 million warrants, provided that the total number of outstanding warrants held by Pathfinder in connection with the loan agreement shall not exceed 10 million unless agreed to in writing by the parties and subject to approval by the TSX Venture Exchange. The issuance of the warrants to Pathfinder is subject to acceptance for filing by the TSX-V.

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 the North Kivu province in the eastern Democratic Republic of the Congo (DRC), which are collectively referred to as the Bisie North tin project. Rome has completed an initial phase of drilling on the project, where it is responsible to finance exploration up to the completion of a definitive feasibility study.

We seek Safe Harbor.