Rome Resources Ltd. announced that it has entered into a loan amendment agreement dated January 10, 2024 with Pathfinder Minerals Plc, which amends the loan agreement between the Company and Pathfinder announced on December 28, 2023. Rome also announces that the TSX Venture Exchange has conditionally accepted for filing the loan, between the Company and Pathfinder, whereby a total of CAD 2,500,000 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% of the outstanding balance of the Loan, which fixed payment will increase to 15% of the outstanding balance of The Loan Agreement if the proposed transaction between the Company and the Lender announced by the Company on November 29, 2023 terminates prior to April 15, 2024 or such later date as may be agreed between Pathfinder and Rome. Additionally, the TSXV has conditionally accepted for filed the issuance of up to 12,500,000 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 $0.25 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 $2,500,000 to Rome. The Loan Agreement provides for the grant of loan bonuses to Pathfinder whereby a total of 10,000,000 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 $0.25 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 January 12, 2024. If the Loan is either reduced or repaid on or before January 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 earlier date as may be agreed between Path and Rome, then the Loan Agreement provides for Rome to grant a further loan bonus to Pathfinder comprised of an additional 2,500,000 Warrants.