TIDMROCK
RNS Number : 3205B
Rockfire Resources PLC
01 June 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK
MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION
IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE
INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
1 June 2023
Rockfire Resources plc
("Rockfire" or the "Company")
Subscription with Paloma Precious DMCC
Rockfire Resources plc (LON: ROCK), the gold and base metal
exploration company, is pleased to announce that it has
successfully raised GBP880,000, before expenses, through Paloma
Precious DMCC ("Paloma") subscribing for 400,000,000 new ordinary
shares of 0.1p par value (the "Ordinary Shares") at a price of 0.22
pence per share (the "Issue Price") (together the
"Subscription").
Key Highlights:
-- The Issue Price represents a discount of approximately 29 per
cent. to the closing mid-market price of an Ordinary Share on 31
May 2023, being the latest practicable date prior to the
publication of this announcement.
-- There are no warrants attached to the Subscription. The
Company confirms it has no existing warrants on its register.
-- 400,000,000 new Ordinary Shares will be issued pursuant to
the Subscription (the "Subscription Shares").
-- The Subscription Shares are to be issued pursuant to the
authorities granted to the Board at the Company's general meeting
held on 10 January 2023 on a non-pre-emptive basis.
-- Rockfire has over 130,000 ounces of gold and over 5 million
ounces of silver in JORC resources, with 3.5 million ounces of
silver at Molaoi alone. The Board believes this long-term
partnership is a very logical one, particularly with the increasing
demand for silver in the solar energy industry.
-- The proceeds of the Subscription will allow for the
commencement of resource upgrade drilling at Molaoi and an updated
mineral resource.
The Board of the Company welcomes the investment by Paloma. This
investment provides a level of financial confidence and strength
for the Company as it heads towards feasibility of the Molaoi
project in Greece. Paloma is a large metal refining and commodity
trading house, which owns its own refineries for gold and silver.
Paloma's registered office is in Dubai, United Arab Emirates.
Following the Subscription, Paloma will hold 400,000,000 Ordinary
Shares, representing approximately 21.7 per cent. of the issued
share capital of the Company as enlarged by the Subscription.
Relationship agreement
The Company and Allenby Capital Limited ("Allenby Capital"), the
Company's nominated adviser, have on 31 May 2023 entered into a
relationship agreement with Paloma (the "Paloma Relationship
Agreement"), pursuant to which Paloma has undertaken to the Company
and Allenby Capital that, for so long as it is interested in
Ordinary Shares carrying 15 per cent. or more of the Company's
voting share capital but, ignoring for this purpose, any voting
rights which arise from the exercise of any existing options in the
Ordinary Shares, and the Company's shares are admitted to trading
on AIM, it agrees to various undertakings aimed at ensuring the
Company is managed for the benefit of shareholders as a whole and
independently of Paloma. In addition, Paloma has undertaken in the
Paloma Relationship Agreement that transactions between the Company
and Paloma shall be in the best interests of the Company and at
arm's length and on normal commercial terms.
The Paloma Relationship Agreement also provides that for so long
as Paloma is interested in voting rights representing: (a) rights
to vote more than 20 per cent. of the rights to vote at a general
meeting of the Company attaching to Ordinary Shares, it shall be
entitled to nominate two directors to the board of the Company; or
(b) representing more than 15 per cent. of the rights to vote at a
general meeting of the Company attaching to Ordinary Shares, it
shall be entitled to nominate one director to the board of the
Company. Any proposed director appointment will be subject to the
appropriate due diligence to be carried out by the Company's
nominated adviser.
David Price, Chief Executive of Rockfire, said :
"Having a long-term, financially capable partner as we advance
the Molaoi zinc project provides the Company with enormous
confidence and offers so many options for the Company's plans for
Molaoi. We would like to thank Paloma for its confidence in the
future of Rockfire and we welcome them onto our register.
"These new funds boost the Company's balance sheet and allows
for the commencement of resource upgrade drilling at Molaoi. The
Company is pleased to confirm it now has sufficient funds to
commence the resource upgrade drilling, as well as delivering an
updated JORC resource estimate.
"The market can look forward to a flow of drilling assay results
as we conclude our geotechnical drilling and commence our resource
upgrade drilling. The market will be kept regularly informed of our
progress at Molaoi."
Admission and total voting rights
The Subscription has been conducted utilising the Company's
existing share authorities. The Subscription is conditional, inter
alia, on admission of the Subscription Shares to trading on AIM
("Admission") becoming effective.
Application has been made to the London Stock Exchange for the
Subscription Shares to be admitted to trading on AIM. It is
expected that Admission will become effective and that dealings in
the Subscription Shares on AIM will commence on or around 6 June
2023.
On Admission, the Company's issued ordinary share capital will
consist of 1,844,547,293 ordinary shares of 0.1p each, with one
vote per share. The Company does not hold any ordinary shares in
treasury. Therefore, on Admission, the total number of ordinary
shares and voting rights in the Company will be 1,844,547,293. With
effect from Admission, this figure may be used by shareholders in
the Company as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the share capital of the Company
under the FCA's Disclosure Guidance and Transparency Rules.
For further information on the Company, please visit
www.rockfireresources.com or contact the following:
Rockfire Resources plc : info@rockfire.co.uk
David Price, Chief Executive Officer
Allenby Capital Limited (Nominated Adviser Tel: +44 (0) 20
& Broker): 3328 5656
John Depasquale / George Payne (Corporate
Finance)
Matt Butlin / Kelly Gardner (Sales and
Corporate Broking)
Qualified Person Statement
The technical information in this announcement is based on
information compiled by Mr David Price, the Chief Executive Officer
of Rockfire Resources plc, who is a Fellow of the Australasian
Institute of Mining and Metallurgy (FAusIMM). Mr Price has
sufficient experience relevant to the style of mineralisation and
type of deposit under consideration and to the activity which has
been undertaken to qualify as a "Qualified Person" in accordance
with the AIM Rules Guidance Note for Mining and Oil & Gas
Companies. Mr Price consents to the inclusion in the announcement
of the matters based on their information in the form and context
in which it appears.
Notes to Editors
Rockfire Resources plc (LON: ROCK) is a gold, base metal and
critical mineral exploration company, with a portfolio of
gold/copper/silver projects in Queensland Australia and a
high-grade zinc/lead/silver/germanium deposit in Greece.
-- The Molaoi deposit in Greece has a JORC resource of 210,000
tonnes of zinc, 39,000 tonnes of lead and 3.5 million ounces of
silver, using a 4% Zn cut off.
-- The Plateau deposit in Queensland has a JORC resource of
131,000 ounces of gold and 800,000 ounces of silver, using a 0.5g/t
Au cut off. 53,000 of these ounces lie within the top 100m from
surface.
-- The Copperhead deposit in Queensland has a JORC resource of
80,000 tonnes of copper, 9,400 tonnes of molybdenum and 1.1 million
ounces of silver, using a 0.13% CuEq. cut off.
Forward-looking Statements
This news release contains forward-looking statements that are
based on the Company's current expectations and estimates.
Forward-looking statements are frequently characterised by words
such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", "suggest", "indicate" and other similar
words or statements that certain events or conditions "may" or
"will" occur. Such forward-looking statements involve known and
unknown risks, uncertainties, and other factors that could cause
actual events or results to differ materially from estimated or
anticipated events or results implied or expressed in such
forward-looking statements. Such factors include, among others: the
actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans
continue to be refined; possible variations in ore grade or
recovery rates; accidents, labour disputes, and other risks of the
mining industry; delays in obtaining governmental approvals or
financing; and fluctuations in metal prices. There may be other
factors that cause actions, events, or results
not to be as anticipated, estimated, or intended. Any
forward-looking statement speaks only as of the date on which it is
made and, except as may be required by applicable securities laws,
the Company disclaims any intent or obligation to update any
forward-looking statement, whether as a result of new information,
future events, or results or otherwise. Forward-looking statements
are not guarantees of future performance and accordingly, undue
reliance should not be put on such statements due to the inherent
uncertainty therein.
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END
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(END) Dow Jones Newswires
June 01, 2023 02:00 ET (06:00 GMT)
Rockfire Resources (AQSE:ROCK.GB)
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부터 10월(10) 2024 으로 11월(11) 2024
Rockfire Resources (AQSE:ROCK.GB)
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부터 11월(11) 2023 으로 11월(11) 2024
