Mr. Mark Gasson reports

ROME RESOURCES ANNOUNCES AMENDMENT OF HEADS OF TERMS WITH PATHFINDER MINERALS PLC

Rome Resources Ltd. has entered into an amendment agreement dated April 15, 2024, with Pathfinder Minerals PLC, which amends the heads of terms with Pathfinder previously announced on Nov. 29, 2023. The heads of terms provides for the potential acquisition of the issued and outstanding securities of Rome by Pathfinder, a United Kingdom company quoted on AIM (Alternative Investment Market), which would constitute a reverse takeover of Rome by Pathfinder under the AIM Rules for Companies and a reorganization under Part 8 of Policy 5.3 of the TSX Venture Exchange. The amendment agreement revises the consideration payable by Pathfinder to Rome shareholders.

The consideration previously payable to the Rome shareholders, as announced by Rome on Nov. 29, 2023, totalled 15,940,891 pounds sterling (purchase price) or $27,418,332 using a 1.72 pound sterling to Canadian dollar foreign exchange rate to be settled by the issue of 3,188,178,220 new ordinary shares of 0.001 pounds sterling each (based on an implied share price of 0.5p) in the capital of Pathfinder, which would constitute in aggregate 68.98 per cent of the enlarged share capital of Pathfinder.

The amendment agreement states that the purchase price payable to Rome shareholders shall now be 11,757,897 pounds sterling or $20,223,583 using a 1.72 pound sterling to Canadian dollar foreign exchange rate. Pathfinder will now settle the purchase price through the issuance of 2,351,579,421 consideration shares, which will still constitute in aggregate 68.98 per cent of the enlarged share capital of Pathfinder. Pursuant to the amendment agreement, for every Rome share held Rome shareholders will receive 19.54 consideration shares.

In addition, the previously announced long-stop date of April 15, 2024, has been extended to June 21, 2024.

About Rome Resources Ltd.

Rome Resources is a mineral exploration company that has entered into two option agreements and a binding term sheet where it has acquired 51-per-cent 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.