27
February 2025
Rockfire Resources
plc
("Rockfire" or the "Company")
Final payment for acquisition of Molaoi
Asset
Director/PDMR Shareholding
Related
Party Transaction
Rockfire Resources plc (LON: ROCK), the base metal, critical
mineral and precious metal exploration company, is pleased to
announce that it has successfully met the technical milestone that
triggers the final tranche payment to the vendors of Hellenic
Minerals S.A. ("Hellenic"). Hellenic is a wholly owned subsidiary of Rockfire and controls
100% ownership of a 30-year licence to explore and mine the
high-grade Molaoi Zn/Pb/Ag deposit ("Molaoi"), located in the Hellenic
Republic of Greece ("Greece").
This final payment is an issue of
185,000,000 new ordinary shares of 0.1
pence each in the Company ("Ordinary Shares") at the time when
Rockfire delineates a JORC compliant zinc resource of more than
400,000 tonnes of zinc equivalent metal content. The resource at Molaoi is currently 1,500,000 tonnes of zinc
equivalent metal content (See Rockfire's announcement dated 4
September 2024) and the Directors of the Company believe that this
resource will continue to grow.
Highlights
·
In accordance with the terms of the acquisition of
Hellenic announced on 23 December 2021, Rockfire shall issue 185
million new Ordinary Shares to the vendors of Hellenic,
representing the final tranche payment for the acquisition of
Hellenic Minerals S.A.
·
As announced on 23 December 2021, on achieving a
minimum JORC or NI43-101 resource of 400,000 tonnes of
zinc-equivalent metal content, Rockfire shall make a 50% cash and
50% share payment of a total value of £400,000, with Ordinary
Shares being issued at a 5% discount to the 5-day VWAP share price
in Rockfire at the time of the RNS of the JORC, to Mr. Georgios
Skevas or his nominee/s. The threshold of 400,000 tonnes of
zinc-equivalent metal content was exceeded and announced in an RNS
dated 4 September 2024.
·
It has subsequently been agreed with the vendors
of Hellenic that they will amend this second tranche payment to
£100,000 paid in cash and £300,000 paid in Rockfire shares, instead
of 50% cash and 50% shares.
·
The Company shall issue a total of 185,000,000
Ordinary Shares at an issue price of 0.162 pence per share. The
closing share price on 4 September 2024 was 0.215 pence, resulting
in a 5% discount to the 5-day volume weighted average price
("VWAP") of 0.162
pence.
·
David Price, the Chief Executive Officer of
Rockfire, first identified the Molaoi Project in 2005 from archived
scientific reports. It was also Mr Price who identified the
presence of germanium in the zinc at Molaoi. There is an historic
agreement between Hellenic and Mr Price dating back to 2005 which
entitles him to a share in the proceeds from the sale of Hellenic.
In accordance with this agreement, and for the sake of transparency
and governance, Mr Price declares that he is a beneficiary of this
second tranche of the sale agreement with Rockfire. Mr. Price has
elected to receive his portion of the share allotment (being
72,500,000 Ordinary Shares) but is deferring his portion of the
cash component (being £50,000) until a later time.
Admission and Total Voting Rights
Application has been made for the
admission of the 185,000,000 new ordinary shares to trading on AIM
("Admission"). It is
anticipated that Admission will become effective on or around 8.00
a.m. on 6 March 2025.
Following Admission, the total
number of ordinary shares and voting rights in the Company will be
4,122,620,625. The Company does not hold any shares in treasury.
From Admission, the above figure may be used by shareholders 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 pursuant to the FCA's
Disclosure Guidance and Transparency Rules.
Director/PDMR Shareholding
On Admission, David Price will have
an interest 128,850,000 Ordinary Shares, representing approximately
3.12 per cent. of the issued share capital of the Company. The FCA
notification, made in accordance with the requirements of the EU
Market Abuse Regulation, is appended below.
Related party transaction
The variation of the second tranche
consideration for Hellenic is deemed to be a transaction with a
related party pursuant to rule 13 of the AIM Rules for Companies by
virtue of the vendor, Mr. Georgios Skevas, being a director of a
subsidiary of the Company. The directors of the Company (except for
David Price who is not independent for the purposes of this
transaction) consider, having consulted with the Company's
nominated adviser, Allenby Capital Limited, that the terms of the
variation of the second tranche consideration for Hellenic are fair
and reasonable insofar as the Company's shareholders are
concerned.
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
|
|
|
|
|
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Allenby Capital Limited (Nominated Adviser & Broker):
|
Tel: +44 (0) 20 3328 5656
|
|
John Depasquale / George Payne
(Corporate Finance)
|
|
|
Guy McDougall / Kelly Gardiner (Sales
and Corporate Broking)
|
|
Notes to Editors
Rockfire Resources plc (LON: ROCK)
is a gold, base metal and critical mineral exploration company,
with a high-grade zinc/lead/silver/germanium deposit in Greece and
a portfolio of gold/copper/silver projects in Queensland
Australia.
§ The
Molaoi deposit in Greece
has a JORC Inferred Mineral Resource of 2.3 million tonnes @ 9.4 %
Zn, 1.7 % Pb and 47 g/t Ag, for 250,000 tonnes of ZnEq. This
resource uses a 4% low-grade cut, and equates to
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. Plateau is
subject to a joint venture with ASX-listed Sunshine Metals Ltd
(ASX:SHN).
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
(F.AusIMM). 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.
Glossary
|
Item
|
Definition
|
|
''Ag''
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silver
|
|
''Ge''
|
germanium
|
|
''g/t''
|
grams per tonne
|
|
''JORC''
|
Joint Ore Resource
Committee
|
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''Pb''
|
lead
|
|
"Ppm"
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parts per million
|
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''Zn''
|
zinc
|
|
"ZnEq''
|
zinc equivalent
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Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
|
1
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Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
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Name
|
David Price
|
|
2
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Reason for the notification
|
|
a)
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Position/status
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Chief Executive Officer &
Managing Director
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
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Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
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Name
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Rockfire Resources plc
|
|
b)
|
LEI
|
213800THSZQSFKTXOI24
|
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
Ordinary shares of 0.1p each in
Rockfire Resources plc
Identification code (ISIN) for
Rockfire Resources plc ordinary shares: GB00B42TN250
|
|
b)
|
Nature of the transaction
|
Issue of Ordinary Shares
|
|
c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
|
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0.162 pence
|
72,500,000
|
|
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d)
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Aggregated
information
- Aggregated volume
- Price
|
N/A
|
|
e)
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Date of the transaction
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6 March 2025
|
|
f)
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Place of the transaction
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Outside a trading venue
|
