REG - Red Rock Resources - Business and Financial Review

Red Rock ResourcesAnnouncement

21/07/2025 07:00

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RNS Number : 7561R  Red Rock Resources plc  21 July 2025

Red Rock Resources PLC

("Red Rock" or the "Company")

Business and Financial Review

 

21 July 2025

Red Rock Resources Plc, the natural resource exploration and development
company with interests in gold, base metals, battery metals, and hydrocarbons
principally in Africa and Australia announces an update on (i) the
Company's arbitration and associated actions in the DRC further to its
announcements of 15 January 2025, 29 January 2025, 31 March 2025,15(th) May
2025 and 12(th) June 2025, and (ii) other matters including a financial
review.

DRC CLAIMS

A judgment has been rendered by the Cour de Cassation (Supreme Court) of the
Democratic Republic of Congo (DRC) in relation to certain proceedings
instituted by the Company. The Company awaits conclusion of the publication
process and will then receive a copy, translate and review internally before
releasing.

The intent of these proceedings was to remove any doubts about the effect of
the judgments in the Company's favour at the court of first instance,
confirming therefore that the Company's former JV partner ("VUP") is liable to
the Company for $2.503m plus $2m of damages and interest (i.e. $4.503m) in
respect of Red Rock's 50.01% interest in the $5m paid as the first instalment
payment by a purchaser of certain mining properties ("Purchaser"). These
judgments, though final and executory, had been potentially impugned by
gratuitous observations unrelated to the res judicata in other proceedings, so
it was desirable in the Company's view to obtain a clear affirmation at Cour
de Cassation level, with a striking of the irrelevant remarks and a
sanctioning of the judge.

The Arbitrator had indicated this year that such guidance by the Cour de
Cassation would be of great assistance to him in closing the arbitration.

Red Rock's claims in relation to the sale and purchase include the sums noted
above totalling $4.503m due from VUP or anyone holding VUP funds in relation
to the first $5m paid by the Purchaser, and $7.51m being 50.01% of the $15m
not yet paid by the Purchaser but stated by its lawyer to be held by it on
account for Red Rock and VUP parties and distributable by it in accordance
with the Arbitration judgment. The Company also expects to claim costs,
damages, and foregone interest.

The Company will continue to update the market. In the meantime, there can be
no certainty of any monetary recovery until such time as this is received in
cleared funds by Red Rock or its subsidiary in its bank account.

AUSTRALIAN ASSETS

The Company has agreed to reschedule its final payments to Power Metal
Resources PLC (AIM:POW and "POW") in respect of its purchase of the POW
minority interest in the Australian assets of the two companies in Victoria
held through New Ballarat Gold Corporation PLC and its subsidiary Red Rock
Australasia Ltd.

The payments will be made as follows:

a.   £200,000 by a long stop date of 19(th) September 2025

 

b.   £200,000 by 14(th) November 2025

 

c.   Balance of £254,449.67 by 31(st) December 2025.

In the event that any of these payments is not made by the due date POW
reserves the right to cancel the agreement, whereupon all outstanding amounts
will be immediately due and payable, and in those circumstances POW will have
the right to take enforcement action including presentation of a winding up
petition following the making of a statutory demand in the above amount of
approximately £654k.

COLOMBIA GOLD ROYALTY

Red Rock has a gold royalty on the product of the El Limon mine and mill in
Colombia, held by Soma Gold Corporation. The NSR royalty runs at 3% for the
first $2m receivable and 0.5% for the next $1m. Small amounts have been
received before Soma closed the mill in 2019 after a 2-year, C$3m expansion
programme. The mill, with a 225 tpd capacity, is according to various
announcements by Soma, being brought back into operation this month and
building up to 100tpd over 60 days, with further increases thereafter. A
3,000t stockpile has been built up with material from the Cordero and Aurora
mines, and Soma has now agreed the purchase of the Escondida mine with a
historic diluted grade of 9 g/t so believes with operational improvements it
can quickly deliver 40-50 tpd of higher grade ore from this source to El
Limon.

On the figures given and provided the mine is brought back into production as
scheduled, Red Rock estimates that it might expect a flow of royalty payments
from November 2025, at the level of several hundred thousand dollars in the
first twelve months of operation.

IVORY COAST

The Company has received several expressions of interest for its Ivory Coast
gold portfolio, with two offers of a mixture of cash, shares and other
consideration made. Any of these offers would represent a significant premium
over cost. Both of the more advanced offers envisages the use of a listed
company on an overseas market. One is subject to drafting of a definitive
proposal, which is under way; the other is paused while the buyer raises
development funds. Since the structure and assets are simple, the Company
hopes to conclude a transaction quickly, but has not identified a preferred
bidder or entered into definitive agreements.

FINANCIAL REVIEW

The interim statement on 31 March 2025 ("Interim Statement") disclosed current
creditors of £2.8m of which £654k relates to amounts due to Power Metals as
dealt with above, and £2.15m to other creditors. This latter number consists
primarily of one long term creditor dating back to 2012 relating to
contracting work in Greenland, where the creditor has been willing to wait for
a resolution in the DRC for payment. Based on updated current figures,
pressing creditors include an aggregate £372k for tax and professional
advisers and others necessary to maintain the AIM listing and the Company in
good standing, and a £39k judgement which been notified to an overseas
inactive subsidiary, which will be disputed in part.

 

The Chairman stated in the Interim Statement: "Conversely, a failure, or a
further long delay, in the DRC, neither of which appear likely to the
management, would leave the Company's short-term finances under significant
strain as the level of current liabilities now reflects the expectation of an
early award. Immediate action would have to be taken to dispose of some
non-core assets, and other action taken to restructure or convert some of the
Company's convertible and debt securities and/or raise money on what could be
dilutive terms. The Company's convertible and debt holders have been strongly
supportive of the Company, and we are discussing with the loan note holders
the terms of an extension to the Convertible Loan Notes. A failure to generate
sufficient funds by disposals or external funding might put in question the
Company's ability to continue operations."

 

In broad terms, this remains the Company's financial position with no material
changes, and the Company believes that it continues to enjoy the support of
key shareholders and certain creditors.

Since then, despite credible assurances that the DRC judgment has now been
rendered, the Company still awaits a copy, although it remains of the view
that this is imminent.  Until this judgement is publicised and the Company
receives a copy, it is unable to pursue its arbitration award as explained
above.

 

As there is an expectation but no certainty of the timing of receipt of
proceeds from the DRC judgement  even after the judgement is publicised and
the Company obtains a copy, the Board has resolved to take the following
immediate "No DRC" prudential actions to preserve the Company's financial
position:

 

o  Expediting the potential or pending sales of certain existing mineral
exploration and development assets and reporting progress as and when any
definitive agreements are reached

o  Calling  as soon as practically possible for an AGM to renew its
shareholder authorities to issue new equity

o  Raising of equity finance as one of the immediate actions after the AGM

o  Reducing its cost base where possible

o  Seeking to agree a new funding facility from its historic lenders

o  Negotiating formal restructuring of the Company's debt obligations in
order to more fully recapitalize the business and to preserve value for all
stakeholders

 

While the directors consider the Company to be currently solvent, should the
above measures prove insufficient to meet the Company's financial obligations,
then, as noted in the Interim Statement, the Company may be unable to continue
trading and would have to file for Administration.

 

For further information, please contact:

Andrew Bell 0207 747
9990
Chairman Red Rock Resources Plc

Roland Cornish/ Rosalind Hill Abrahams 0207 628 3396           NOMAD
Beaumont Cornish Limited

Bob Roberts 0203
8696081
Broker Clear Capital Corporate Broking

 

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