Mr. Mark Gasson reports

ROME RESOURCES ANNOUNCES AMENDMENT OF LOAN AGREEMENT AND TSXV CONDITIONAL ACCEPTANCE

Rome Resources Ltd. has entered into a loan amendment agreement dated Jan. 10, 2024, with Pathfinder Minerals PLC (the lender), which amends the loan agreement between the company and Pathfinder announced on Dec. 28, 2023. The TSX Venture Exchange has conditionally accepted for filing the loan, between the company and Pathfinder, whereby a total of $2.5-million has been loaned to the company. The loan has a term of up to 24 months. The company must repay the loan, together with a fixed payment on the loan equal to 10 per cent of the outstanding balance of the loan, which fixed payment will increase to 15 per cent of the outstanding balance of the loan if the proposed transaction between the company and the lender announced by the company on Nov. 29, 2023, terminates prior to April 15, 2024, or such later date as may be agreed between Pathfinder and Rome. Additionally, the TSX-V has conditionally accepted for filing the issuance of up to 12.5 million non-transferable bonus warrants to the lender in connection with the loan. Each bonus warrant is exercisable into one common share at no less than 25 cents until the earlier of the term of the loan or a maximum of five years.

Pursuant to the loan agreement, Pathfinder has loaned a total of $2.5-million to Rome. The loan agreement provides for the grant of loan bonuses to Pathfinder whereby a total of 10 million share purchase warrants will be issued to Pathfinder in connection with the loan. 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 or the extended repayment date (as defined in the loan agreement). The final repayment date is 12 months from Jan. 12, 2024.

If the loan is either reduced or repaid on or before Jan. 12, 2025, then a pro rata number of the warrants will have their term reduced to the later of one year from issuance of the warrants and 30 days from the reduction or repayment of the loan.

If the transaction terminates before April 15, 2024, or such later date as may be agreed between Pathfinder and Rome, then the loan agreement provides for Rome to grant a further loan bonus to Pathfinder comprising an additional 2.5 million warrants.

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 eastern Democratic Republic of the Congo, 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.