TIDMROCK
RNS Number : 1471O
Rockfire Resources PLC
29 September 2023
The information contained within this announcement is deemed by
the Company to constitute inside information pursuant to Article 7
of EU Regulation 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 as amended.
29 September 2023
Rockfire Resources plc
("Rockfire" or the "Company" or the "Group")
Interim Results
Rockfire Resources plc (LON: ROCK), the gold and base metal
exploration company, is pleased to announce its unaudited interim
results for the six months ended 30 June 2023. The loss
attributable to the shareholders of the Company for the six months
ended 30 June 2023 was GBP 411,145 , an increase of GBP 108,563
from the comparable period to 30 June 2022. The primary reason for
this increase is that the current period included a full six months
of expenses attributable to Hellenic Minerals SA.
As announced on 15 September 2023, the Directors of Rockfire are
embarking on an ambitious growth strategy through the acquisition
of two cash-generating and profitable companies. Rockfire is
pursuing the acquisition of Emirates Gold DMCC and Emperesse
Bullion LLC, which generate income from the refining and trading of
precious metals in the United Arab Emirates. The Directors consider
the acquisitions to represent a potentially transformational, value
enhancing transaction for shareholders, which is expected to
accelerate the Company's growth strategy. As the transaction
constitutes a reverse takeover the ordinary shares in Rockfire were
suspended from trading on AIM on 15 September and will remain
suspended until the publication of an admission document or an
announcement that the proposed transaction is not proceeding.
The Company's exploration activities have pivoted towards its
base metal and critical mineral Molaoi zinc-lead-silver-germanium
deposit ("Molaoi") in Greece, at a time when commodity prices have
materially increased. The Board believes the timing of higher
commodity prices and exploration drilling at the Company's
100%-owned Molaoi deposit, within the strategic EU country of
Greece, are combining to Rockfire's advantage.
Rockfire project portfolio
Molaoi Zinc-Lead-Silver-Germanium Deposit, Peloponnese,
Greece
On 23 January 2023, the Company announced exploration results
from Rockfire's first geotechnical drill hole at Molaoi
(MO_GTK_001). This first hole was drilled halfway between
historical drill holes to provide sufficient sample for
geotechnical test work. Historical drilling encountered several
possible parallel lodes and MO_GTK_001 confirms that Molaoi
comprises multiple lodes and perhaps as many as four stacked,
high-grade lodes.
--MAIN LODE 13.4% ZnEq. over 7.18m width, from 130.62m (11.3%
Zn, 1.4% Pb and 50g/t Ag).
--SECOND LODE 15.6% ZnEq. over 0.17m width, from 142.6m (14.3%
Zn, 0.5% Pb and 41.80g/t Ag).
--THIRD LODE 10.7% ZnEq. over 1.73m width, from 144.90m (8.3%
Zn, 1.3% Pb and 62g/t Ag).
--FOURTH LODE 19.5% ZnEq. over 2.24 m width, from 161.10m (16.6%
Zn, 3.1% Pb and 36g/t Ag).
In early April 2023, the Company announced further drilling
results including high-grade individual zinc values up to 19.7% Zn
over 0.4m width, starting at 108.40m depth. Individual peak silver
values were up to 94.2g/t Ag and individual peak lead values were
up to 2.5% Pb.
On 20 April 2023, the Company announced that t he Greek
Government had approved an application by Rockfire for resource
definition and step-out drilling for the next five years at Molaoi.
The granting of this permit provides authority for Rockfire to
drill for the next five years, although the Company intends to
expedite this drilling and to complete as much drilling as possible
in 2023. This decision by the Greek Government was received in
swift time and is a clear affirmation of the resolve of the Greek
Government to facilitate foreign investment in the mining
sector.
The Company announced at the end of May that an interval of 0.2m
grading 50.8% Zn had been returned from drill hole MO_GTK_003A at
142.7m depth. This result is immediately followed by an interval of
0.7m grading 43.2% Zn. This lens of record-breaking grade averages
36% ZnEq. over a 1.42m total length (127.5g/t Ag, 2.7% Pb, 33.6%
Zn) and represents the highest grades encountered at Molaoi so far,
from 180 drill holes already drilled. The interval quoted above
occurs within a broader, high-grade zone of 4.85m @ 14.6% ZnEq.
(58.3g/t Ag, 1.9%Pb, 12.97% Zn).
In the same hole a lower, footwall lode was encountered from
150.5m depth which grades 11.7% ZnEq. over a width of 2.5m (49.1g/t
Ag, 1.6% Pb, 10.2% Zn). MO_GTK_003A has a continuous zinc lode
interval of 11.3m @ 9.2% ZnEq. commencing from 141.7m depth
(37.3g/t Ag, 1.2%Pb 8.1% Zn). Individual peak silver values were up
to 158g/t Ag and Individual peak lead values were up to 3.7%
Pb.
On 13 June 2023, the Company announced that t wo lodes had been
intersected in the fourth drill hole (MO_GTK_004), reaffirming that
multiple lodes are continuous at Molaoi. Minimum underground
mechanised mining widths of 2m continue to be intersected,
providing encouragement for further grade input to preliminary
underground mine designs. An upper lode of 2.37m @ 6.0% Zn occurs
from 107m, as well as 0.8% Pb and 31.3g/t Ag. A lower lode of 2.3m
@ 5.3% Zn occurs from 110m, as well as 1.3% Pb and 13.6g/t Ag.
Individual peak zinc values in hole MO_GTK_004 were up to 17.6% Zn.
Individual peak lead values were up to 3.0% Pb and Individual peak
silver values were up to 91.8g/t Ag.
Lighthouse and Kookaburra Gold/Silver Project JV, Australia
On 20 January 2023, the Company announced that it had entered
into a binding agreement with Australian Stock Exchange listed,
Sunshine Gold Limited ("Sunshine") (ASX:SHN) for Sunshine to
farm-in and joint venture the Lighthouse and Kookaburra tenements
in Queensland (the "JV").
The principal terms of the joint venture which includes the
Lighthouse project exploration permit EPM25617 and the adjoining
Kookaburra exploration permit EPM26705 in Queensland are:
On the occurrence of each milestone set out in the table below,
Sunshine will acquire the corresponding participating interest in
the tenements. Up until the point as Sunshine reaches the stage 1
milestone, Sunshine will have no participating interest in the
tenements. As at 30 June 2023 Sunshine had spent GBP37,421 in
respect of the JV.
Stage Milestone Total participating Time frame
interest earned by
Sunshine at end of
stage
Sunshine has sole funded Maximum of 1 year
1 AUD $600,000 in expenditure. 40% from execution date.
------------------------------ -------------------- ----------------------
Sunshine has sole funded
a further Maximum of 2 years
2 AUD $600,000 in expenditure. 51% from execution date.
------------------------------ -------------------- ----------------------
Sunshine has sole funded
a further AUD $1,000,000 Maximum of 3 years
3 in expenditure. 75% from execution date.
------------------------------ -------------------- ----------------------
The expenditure requirement for each Stage 1, 2 and 3 is
independent of the other stages and not cumulative.
At the conclusion of Stage 3, Rockfire has 60 days from receipt
of all data and reports and proposed program and budget, by written
notice to elect to either:
-- Contribute its 25% share of on-going exploration and development expenditure; or
-- Convert its 25% share to a 1.5% net smelter royalty.
On 22 March 2023, the Company announced that a joint venture
agreement on the terms outlined above had been executed.
On 14 March 2023 Sunshine advised its exploration activity under
the joint venture had yielded the following results:
Plateau Prospect
Two rock chips returned 7.46g/t Au, 116g/t Ag, 0.50% Ba, 0.16%
V2O5 and 1.53g/t Au, 8.35g/t Ag, 0.74% Pb, 0.44% Zn.
Cardigan Dam Prospect
A rock chip from gossan assayed 8.35g/t Au, 32.8g/t Ag, 0.28%
Cu, 0.13% Co, 1.0% Ba.
Horse Creek Prospect
A rock chip assayed 1.1% Ni, 0.27% Cr, 0.12g/t Au, 0.75g/t Pt,
0.45g/t Pd, 0.05% Co.
Sunshine announced on 6 April 2023, the following exploration
results at Lighthouse and Kookaburra:
-- Field reconnaissance over a previously identified 300m ridge
of gold anomalism at Cardigan Dam identified a gossanous breccia.
The best gold result assayed 13.20 g/t Au, 4.8 g/t Ag.
-- A new zone of mineralisation identified approximately 500m
south of the gossanous ridge, with a rock chip assay returning 9.58
g/t Au, 9.9 g/t Ag.
-- A rock chip returned elevated cobalt (Co - critical mineral)
and copper (Cu) over a strong magnetic anomaly, 250m NE of the
gossanous ridge, returning 0.62% Co, 0.48% Cu, 0.92% Ba, 185ppm
Ni.
Post Balance Sheet Events
Emirates Gold and Emperesse Bullion
On 15 September 2023, the Company announced the execution of a
conditional share purchase agreement (the "Agreement") with Paloma
Precious DMCC ("Paloma") for the acquisition of 100% of Emirates
Gold DMCC ("Emirates") and 99% of Emperesse Bullion LLC
("Emperesse") (the "Transaction"). The Transaction is subject to,
inter alia, shareholder and regulatory approvals.
The Transaction will constitute a reverse takeover ("RTO") under
the AIM Rules for Companies (the "AIM Rules") and therefore, in
accordance with rule 14 of the AIM Rules, will require, inter alia,
application to be made for the enlarged share capital to be
readmitted to AIM ("Admission") the publication of an AIM admission
document (the "Admission Document") and approval of shareholders of
the Company at a general meeting. In accordance with rule 14 of the
AIM Rules, trading in the Company's ordinary shares on AIM was
suspended at 7.30 a.m. on 15 September 2023 and the ordinary shares
of Rockfire will remain suspended until the publication of the
Admission Document or an announcement that the proposed Transaction
is not proceeding. While the Company will seek to publish the
Admission Document as soon as possible, the timing of this cannot
yet be accurately forecast. On signing of the Agreement, Rockfire
acquired 10% of Emirates and 10% of Emperesse.
On 20 September 2023, the Company announced that it has
successfully raised GBP3.5 million (before expenses), through two
new institutional investors subscribing for 700,000,000 new
ordinary shares at a price of 0.5 pence per share (the
"Subscription"). The net proceeds of the Subscription will be used
to: (i) satisfy the initial consideration for the acquisition of
Emirates and Emperesse; (ii) contribute towards the costs
associated with the Transaction; (iii) continue drilling at the
Molaoi zinc, silver, lead and germanium project in Greece; and (iv)
fund working capital requirements within the Group.
Molaoi Base Metal Project, Greece
On 19 July 2023, the Company announced t wo distinct, high-grade
zinc lodes have been intersected in Rockfire's fifth drill hole
(MO_GTK_005). Drill hole MO_GTK_005 is positioned approximately 50m
north of the previous Rockfire holes and infills historical
drilling. Individual peak zinc values were up to 29.8% Zn, peak
lead values were up to 3.3% Pb and peak silver values were up to
204.0g/t Ag. The upper lode of 2.40m @ 5.5% ZnEq. occurs from 81m
(4.7% Zn, 21.9g/t Ag, 0.9% Pb). The main lode, comprising 3.5m @
7.3% ZnEq., occurs within a broader zone of 3.96m @ 6.6% ZnEq.,
starting from 87.94m. Within this main lode, a high-grade core of
1.4m @ 12.6% ZnEq. (11.3% Zn, 77.8g/t Ag, 1.5% Pb) occurs.
On 1 August 2023, the Company announced Hole MO_GTK_006 has
intersected an excellent interval of 3.3m @ 22.1% ZnEq. (17.1% Zn,
1.9% Pb and 100.4g/t Ag). The interval quoted lies within a broader
interval of 5.8m @ 13.6% ZnEq. (10.5% Zn, 1.2% Pb and 61.1g/t Ag),
which commences at 75.20m depth. The highest individual assay is
just under 1m wide (0.94m), and grades 34.0% Zn, 4.1% Pb and
252.0g/t Ag.
Hole MO_GTK_007 was terminated early due to badly fractured and
broken ground, but did intersect the uppermost lode, which returned
1.95m @ 3.0% ZnEq. It is expected that this hole will be redrilled
later to intersect the main lode deeper.
On 23 August 2023, the Company confirmed the presence of
high-grade germanium and elevated gallium in recent drill core
through the reanalysis of all Rockfire core. Germanium grades
between 9.0 and 40.0 g/t have been recorded with an average from 7
holes of 23.7 g/t Ge over average downhole intersection of 4.6
metres, with the highest individual germanium assay being 73.8g/t
Ge in hole MO_GTK_003A. Gallium grades between 9.7 and 19.0 g/t
have been intersected with an average of 15.3 g/t Ga over the
average downhole intersection of 4.6 metres, with the highest
individual gallium assay being 33.3g/t Ga in hole MO_GTK_003A.
These high Ge and Ga grades are expected to add significant further
value to the Molaoi project economics.
Lighthouse and Kookaburra gold/silver JV, Queensland,
Australia
On 12 September 2023, Sunshine announced the following
exploration results on the Lighthouse and Kookaburra tenements:
-- Further mapping and sampling at Cardigan Dam have confirmed a
second gossanous zone ("Southern Gossan"). Rock chip results
include: 59.5g/t Au, 41g/t Ag (CD23_059).
-- Mapping and sampling at the 700m x 600m Cardigan Dam Breccia
Pipe has returned highgrade Au-Ag rock chip results including:
1.68g/t Au, 415g/t Ag (CD23_057) 1.27g/t Au (CD23_051).
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.
The person responsible for arranging the release of this
announcement on behalf of the Company is David Price, Chief
Executive Officer of the Company.
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 3328
& Broker) 5656
John Depasquale / George Payne (Corporate
Finance)
Matt Butlin / Kelly Gardner (Sales and
Corporate Broking)
Notes to Editors
Rockfire Resources plc (LON: ROCK) is a mineral exploration
company with a portfolio of 100%-owned gold and copper projects in
Queensland Australia and a high-grade zinc deposit in Greece.
-- 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.
-- 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.
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 30 JUNE 2023
6 months to 6 months to 12 months to
30 June 2023 30 June 2022 31 December 2022
GBP GBP GBP
Note (Unaudited) (Unaudited) (Audited)
Interest income 1 - 1
Administrative expenses (411,146) (302,582) (753,213)
Loss before taxation (411,145) (302,582) (753,212)
Taxation - - -
Loss attributable to shareholders of the Company (411,145) (302,582) (753,212)
Items that may be subsequently reclassified to profit or
loss:
Foreign exchange translation movement (267,379) 86,249 138,883
Total comprehensive loss attributable to shareholders of
the Company (678,524) (216,333) (614,329)
============== ============== ==================
Loss per share attributable to shareholders of the Company
Basic and diluted (pence) 4 (0.03) (0.03) (0.06)
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
As at As at As at
30 June 30 June 31 December
2023 2022 2022
GBP GBP GBP
Note (Unaudited) (Unaudited) (Audited)
ASSETS
Non-current assets
Intangible assets 4,519,039 4,095,276 4,451,118
Property, plant and
equipment 34,393 20,686 38,323
Other receivables 99,262 - 85,872
------------ ------------ ------------
Total non-current
assets 4,652,694 4,115,962 4,575,313
------------ ------------ ------------
Current assets
Cash and cash equivalents 415,938 853,601 420,255
Trade and other receivables 95,823 57,957 106,171
------------ ------------ ------------
Total current assets 511,761 911,558 526,426
------------ ------------ ------------
Total assets 5,164,455 5,027,520 5,101,739
============ ============ ============
EQUITY AND LIABILITIES
Equity attributable
to shareholders of
the Company
Share capital 5 7,840,217 7,131,114 7,435,409
Share premium 18,611,898 18,191,679 18,233,976
Other reserves 2,295,035 2,295,035 2,295,035
Merger relief reserve 190,000 190,000 190,000
Foreign exchange reserve (318,502) (103,757) (51,123)
Retained deficit (23,572,777) (22,711,002) (23,161,632)
------------ ------------ ------------
Total equity 5,045,871 4,993,069 4,941,665
------------ ------------ ------------
Current liabilities
Trade and other payables 118,584 34,451 160,074
------------ ------------ ------------
Total current liabilities 118,584 34,451 160,074
------------ ------------ ------------
Total liabilities 118,584 34,451 160,074
------------ ------------ ------------
Total equity and
liabilities 5,164,455 5,027,520 5,101,739
============ ============ ============
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 30 JUNE 2023
Other Merger Foreign
Share Share reserves relief exchange Accumulated
capital premium reserve reserve losses Total
GBP GBP GBP GBP GBP GBP GBP
At 1 January
2022 7,078,136 18,180,659 2,295,035 - (190,006) (22,408,420) 4,955,404
--------------------- ---------- ----------- ---------- --------- ---------- ------------- ------------
Loss for the
period - - - - - (302,582) (302,582)
Foreign exchange
translation
movement - - - - 86,249 - 86,249
--------------------- ---------- ----------- ---------- --------- ---------- ------------- ------------
Total comprehensive
loss - - - - 86,249 (302,582) (216,333)
--------------------- ---------- ----------- ---------- --------- ---------- ------------- ------------
Issue of share
capital 2,978 11,020 - - - - 13,998
Acquisition
of subsidiary 50,000 - - 190,000 - - 240,000
Total transactions
with shareholders 52,978 11,020 - 190,000 - - 253,998
--------------------- ---------- ----------- ---------- --------- ---------- ------------- ------------
At 30 June
2022 (Unaudited) 7,131,114 18,191,679 2,295,035 190,000 (103,757) (22,711,002) 4,993,069
===================== ========== =========== ========== ========= ========== ============= ============
Loss for the
period - - - - - (450,630) (450,630)
Foreign exchange
translation
movement - - - - 52,634 - 52,634
--------------------- ---------- ----------- ---------- --------- ---------- ------------- ------------
Total comprehensive
loss - - - - 52,634 (450,630) (397,996)
---------- ----------- ---------- --------- ---------- ------------- ------------
Issue of share
capital 304,295 84,707 - - - - 389,002
Cost of share
issue - (42,410) - - - - (42,410)
Total transactions
with shareholders 304,295 42,297 - - - - 346,592
--------------------- ---------- ----------- ---------- --------- ---------- ------------- ------------
At 31 December
2022 (Audited) 7,435,409 18,233,976 2,295,035 190,000 (51,123) (23,161,632) 4,941,665
===================== ========== =========== ========== ========= ========== ============= ============
Loss for the
period - - - - - (411,145) (411,145)
Foreign exchange
translation
movement - - - - (267,379) - (267,379)
Total comprehensive
loss - - - - (267,379) (411,145) (678,524)
--------------------- ---------- ----------- ---------- --------- ---------- ------------- ------------
Issue of share
capital 404,808 483,732 - - - - 888,540
Cost of share
issue - (105,810) - - - - (105,810)
--------------------- ---------- ----------- ---------- --------- ---------- ------------- ------------
Total transactions
with shareholders 404,808 377,922 - - - - 782,730
--------------------- ---------- ----------- ---------- --------- ---------- ------------- ------------
At 30 June
2023 (Unaudited) 7,840,217 18,611,898 2,295,035 190,000 (318,502) (23,572,777) 5,045,871
===================== ========== =========== ========== ========= ========== ============= ============
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2023
6 months 6 months
to to 12 months
30 June 30 June to 31 December
2023 2022 2022
GBP GBP GBP
(unaudited) (unaudited) (audited)
Cash flow from operating activities
Loss for the period (411,145) (302,582) (753,212)
- Finance cost - - 1,477
- Expenses settled in shares 8,540 14,000 28,000
- Depreciation 4,158 2,614 8,677
- Foreign exchange rate changes (31,525) 83,137 (105,327)
----------- ----------- ---------------
(429,972) (202,831) (820,385)
(Increase) / decrease in trade
and other receivables (41,258) 83,374 20,617
(Decrease) in trade and other
payables (5,793) (81,352) (96,804)
Net cash flow used in operating
activities (477,023) (200,809) (896,572)
----------- ----------- ---------------
Cash flow from investing activities
Exploration expenditure (299,542) (501,471) (459,292)
Payment of long-term deposit - - (85,872)
Acquisition of property, plant
and equipment (1,940) - (25,003)
Cash acquired from acquisition
of subsidiary - 82,282 82,282
----------- ----------- ---------------
Net cash used in investing activities (301,482) (419,189) (487,885)
----------- ----------- ---------------
Cash flow from financing activities
Proceeds from issuance of ordinary
shares 879,998 - 375,000
Share issue costs (105,810) - (42,410)
Interest paid - - (1,477)
----------- ----------- ---------------
Net cash generated by financing
activities 774,188 - 331,113
----------- ----------- ---------------
Net decrease in cash and cash
equivalents (4,317) (619,998) (1,053,344)
Cash and cash equivalents at
the beginning of the period /
year 420,255 1,473,599 1,473,599
Cash and cash equivalents at
the end of the period / year 415,938 853,601 420,255
=========== =========== ===============
ROCKFIRE RESOURCES PLC
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2023
1 Principal activities
The Company is a public limited company, admitted to trading on
the AIM market of the London Stock Exchange and is incorporated and
domiciled in England and Wales.
The Group's principal activities continue to be that of the
exploration for gold and base metals in Molaoi, Greece and
Queensland, Australia.
2 Basis of preparation
The unaudited consolidated financial statements are for the
six-month period ended 30 June 2023. They do not include all the
information required for full annual financial statements and
should be read in conjunction with the audited consolidated
financial statements of the Group for the year ended 31 December
2022.
The financial statements are prepared on the historical cost
basis or the fair value basis where the fair valuing of relevant
assets and liabilities has been applied.
The financial statements have been prepared in accordance with
accounting policies consistent with those set out in the Group's
financial statements for the year ended 31 December 2022.
The financial statements incorporate the financial statements of
the Company and subsidiaries controlled by the Company as at 30
June 2023.
The financial information set out in this interim report does
not constitute statutory accounts as defined in Section 435 of the
Companies Act 2006. The Group's statutory financial statements for
the year ended 31 December 2022 have been filed with the Registrar
of Companies. Those financial statements received an unqualified
audit report and did not contain statements or matters to which the
auditors drew attention under the Act.
The Group's consolidated financial statements are presented in
GB pounds sterling ("GBP" or "GBP") which is also the functional
currency.
3 Critical accounting estimates and judgements
The preparation of the Group's consolidated interim financial
statements under IFRS requires the Directors to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and
liabilities. Estimates and judgements are continually evaluated and
are based on historical experience and other factors including
expectations of future events that are believed to be reasonable
under the circumstances. Actual results may differ from these
estimates.
Significant estimates and accounting judgements
For the period ended 30 June 2023, the Directors do not consider
that they have made any significant accounting estimates or
judgements which would materially affect the balances and results
reported in these Consolidated Interim Financial Statements.
4 Loss per share
Basic and diluted loss per share
The calculation of basic and diluted loss per share is based on
the loss attributable to ordinary shareholders of GBP411,145 (30
June 2022: GBP302,582) and a weighted average number of ordinary
shares in issue of 1,508,396,608 (30 June 2022: 1,096,066,785).
5 Share capital
30 June 30 June 31 December
2023 2022 2022
Issued share capital Number Number Number
Ordinary shares of GBP0.001 each 1,844,547,293 1,135,444,195 1,439,739,067
Deferred shares of GBP0.099 each 51,215,534 51,215,534 51,215,534
30 June 30 June 31 December 2022
2023 2022
Issued share capital GBP GBP GBP
Fully paid 7,840,217 7,131,114 7,435,409
7,840,217 7,131,114 7,435,409
============= ============= ================
Fully paid ordinary shares carry one vote per share and carry
the right to dividends. There are no shares held by the Company or
its subsidiaries.
The deferred shares carry no voting or income rights. The only
right attaching to deferred shares is to receive the amount paid up
on a winding up of the Company once the holders of ordinary shares
have received GBP1,000,000 per ordinary share.
On 9 January 2023, the Company issued 4,475,758 new ordinary
shares to Patrick Elliott in settlement of Director's fees. The
issue price of the shares was 0.165 pence per share.
On 9 January 2023, the Company issued Patrick Elliott a further
332,468 new ordinary shares in settlement of Director's fees which
were incorrectly calculated and issued as part of shares issued in
March, June, and September 2022 quarters. 96,250 ordinary shares
were issued at 0.4 pence per share; 98,718 shares were issued at
0.39 pence per share; and 137,500 shares were issued at 0.28 pence
per share.
On 1 June 2023 the Company raised GBP880,000, before expenses,
through Paloma Precious DMCC subscribing for 400,000,000 ordinary
shares at a price of 0.22 pence per share.
Paloma has notified the Company via a TR-1 form that, on 20
September 2023, it sold its holding of 400,000,000 ordinary shares
in an off-market transaction. Following the disposal, Paloma has no
interest in Rockfire's issued share capital.
The nominal value of the issued share capital includes a
cumulative foreign exchange difference of GBP925,331 which
crystallised in 2017 when the Group's functional and presentational
currency was changed from US$ to GBP.
6 Joint venture
On 20 January 2023, the Company announced that it had entered
into a joint venture ("JV") with Sunshine Gold Limited to advance
the Plateau gold deposit in Queensland, Australia. The JV will
result in Sunshine Gold Limited sole-funding exploration at
Lighthouse for the next 3 years, with funding being engaged on
direct exploration activity.
The JV includes the Lighthouse Project exploration permit
tenement EPM25617 and the adjoining Kookaburra exploration permit
tenement EPM26705 in Queensland. As at 30 June 2023 these tenements
accounted for GBP1,528,419 of the Group's intangible assets. As all
expenditure on the tenements are capitalised, there were no losses
or profits attributed to the tenements.
During the sole funding period, Sunshine Gold Limited must keep
the tenements in good order and meet all statutory reporting,
rehabilitation and expenditure obligations. On the occurrence of
each milestone set out in the table below, Sunshine Gold Limited
will acquire the corresponding participating interest in the
tenements. Up until the point Sunshine Gold Limited reaches the
stage 1 milestone, Sunshine Gold Limited will have no participating
interest in the tenements.
Stage Milestone Total participating Time frame
interest earned by
Sunshine at end of
stage
Sunshine Gold Limited
has sole funded
AUD $600,000 in Maximum of 1 Year
1 expenditure. 40% from execution date.
-------------------------- -------------------- ----------------------
Sunshine Gold Limited
has sole funded
a further AUD $600,000 Maximum of 2 years
2 in expenditure. 51% from execution date.
-------------------------- -------------------- ----------------------
Sunshine Gold Limited
has sole funded
a further AUD $1,000,000 Maximum of 3 years
3 in expenditure. 75% from execution date
-------------------------- -------------------- ----------------------
The expenditure requirement for each Stage 1, 2 and 3 is
independent of the other stages and not cumulative.
At the conclusion of Stage 3, the Company has 60 days from
receipt of all data and reports and proposed program and budget, by
written notice, to elect to either:
- Contribute its 25% share of on-going exploration and development expenditure; or
- Convert its 25% share to a 1.5% net smelter royalty.
The terms of the net smelter royalty are to be based on the
standard Energy & Resources Law Association (formerly AMPLA
Ltd) template.
As at 30 June 2023 Sunshine Gold Limited had spent GBP37,421 in
respect of the JV meaning none of the expenditure thresholds had
been met in regards to Stage 1 - 3 detailed above. As such Sunshine
Gold Limited holds a 0% participating interest in the tenement
EPM25617 and the adjoining tenement EPM26705 at 30 June 2023.
7 Post balance sheet events
On 15 September 2023, the Company announced the execution of a
conditional share purchase agreement (the "Agreement") with Paloma
Precious DMCC ("Paloma") for the acquisition of 100% of Emirates
Gold DMCC ("Emirates") and 99% of Emperesse Bullion LLC
("Emperesse") (Emirates and Emperesse are together the "Targets")
for a total consideration of USD$20 million (the "Transaction").
The Transaction is subject to, inter alia, shareholder and
regulatory approvals.
On signing of the Agreement, Rockfire acquired 10% of Emirates
and 10% of Emperesse (the "Initial Shares"). Rockfire has also
conditionally agreed to acquire the remaining shares in the Targets
currently owned by Paloma (the "Final Shares"), which will be
transferred to Rockfire on completion of the Transaction. The
consideration for the Initial Shares will be USD$2 million in cash
(the "Initial Consideration"). The consideration for the Final
Shares will be USD$18 million (the "Final Consideration") to be
satisfied in cash.
The acquisition of the Final Shares is subject to, amongst other
conditions, the conditions set out below:
I. The publication of the Admission Document in respect of the
proposed enlarged entity and convening a general meeting (the
"General Meeting");
II. Consent of Rockfire's shareholders being given in the
General Meeting for the acquisition of the Final Shares;
III. Proceeds being received by Rockfire (or as it may direct)
from a fundraise in order to satisfy the final consideration;
IV. Required regulatory approvals being received for the
Transaction and the acquisition of the Final Shares by
Rockfire;
V. Emirates being added back to the UAE Delivery List; and
VI. Satisfactory due diligence being completed by Rockfire in
respect of the Targets and their respective businesses.
If the conditions are not satisfied, the Agreement will lapse
and the acquisition of the Final Shares by Rockfire will not
proceed. In that event, Rockfire would still own the Initial
Shares.
As part of the Transaction, Rockfire will undertake a fundraise
of approximately GBP14.7 million at a price of 0.5 pence per share.
The proceeds from the Fundraise will be utilised to satisfy the
Final Consideration. The Final Consideration will be paid by
Rockfire to Paloma on completion of the Transaction and shortly
after Admission.
The Transaction will constitute a RTO under the AIM Rules for
Companies (the "AIM Rules") and therefore, in accordance with rule
14 of the AIM Rules, will require application to be made for the
enlarged share capital to be readmitted to AIM ("Admission"), the
publication of an AIM admission document ("Admission Document") and
approval of shareholders of the Company at a general meeting. In
accordance with rule 14 of the AIM Rules, trading in the Company's
ordinary shares on AIM was suspended from 15 September 2023 until
the publication of the Admission Document or an announcement that
the proposed Transaction is not proceeding.
As part of the Transaction, Gordon Hart (Chairman of Rockfire)
and David Price (Chief Executive Officer of Rockfire) have joined
the management teams of the Targets (but not the boards of
directors of the Targets) and will provide advice to Paloma on the
management of the Targets up until the completion of the
Transaction.
On 20 September 2023, the Company announced that it has
successfully raised GBP3.5 million from the subscription of
700,000,000 new ordinary shares at a price of 0.5 pence per share.
The net proceeds of the subscription will be used to:
I. Satisfy the Initial Consideration for the acquisition of Emirates and Emperesse;
II. Contribute towards the costs associated with the Transaction;
III. Continue drilling at the Molaoi zinc, silver, lead and germanium project in Greece; and
IV. Fund the working capital requirements within the Company.
There have been no other material post balance sheet events that
would require disclosure or adjustment to these interim financial
statements.
8 Availability of interim results
A copy of the half-yearly results can be viewed on the Company's
website at : www.rockfireresources.com .
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END
IR SEMSMUEDSESU
(END) Dow Jones Newswires
September 29, 2023 02:09 ET (06:09 GMT)
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