REG - Rockfire Resources - Annual Results for the year ended 31 December 2024
29/05/2025 12:30
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RNS Number : 6348K Rockfire Resources PLC 29 May 2025
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 May 2025
Rockfire Resources plc
("Rockfire" or the "Company")
Annual Results for the year ended 31 December 2024
Rockfire Resources plc (LON: ROCK), the base metal, precious metal, and
critical mineral exploration company, announces its audited results for the
year ended 31 December 2023.
Posting of Annual Report and Notice of AGM
The Company's Annual Report and Financial Statements for the year ended 31
December 2024 will be made available on the Company's website
(www.rockfireresources.com (http://www.rockfireresources.com) ) and will be
sent to shareholders shortly.
The Company will hold its Annual General Meeting at 5 St Helen's Pl, London
EC3A 6AB, United Kingdom on Friday 27th June 2025 at 10:00am and the Notice of
Annual General Meeting to that effect will be sent to shareholders shortly and
will be available on the Company's website.
For further information on the Company, please
visit www.rockfireresources.com (http://www.rockfireresources.com/) or
contact the following:
Rockfire Resources plc: info@rockfire.co.uk (mailto:info@rockfire.co.uk)
David Price, Chief Executive Officer
Allenby Capital Limited (Nominated Adviser & Broker): Tel: +44 (0) 20 3328 5656
John Depasquale / Dan Dearden-Williams (Corporate Finance)
Guy McDougall / Matt Butlin (Sales and Corporate Broking)
CMC Markets plc (Joint Broker)
Thomas Curran/Thomas Smith (Corporate Broking) Tel: +44(0) 20 7170 8200
CHAIRMAN'S STATEMENT
The year to 31 December 2024 has been a transformative one for Rockfire. The
Company has delineated a significant zinc/lead/silver resource, which is an
outstanding achievement for any junior resource company. Molaoi has an
Inferred resource containing 1.09 million tonnes of zinc, 260,000 tonnes of
lead and 19.1 million ounces of silver. Further, Molaoi is now set for
resource upgrades, commercial scoping and financial and technical feasibility
analysis.
An additional aspect of Molaoi is the presence of the critical mineral,
germanium. A non-JORC germanium content of approximately 105,000 Kg is
contained within the zinc minerals and may form a valuable by-product in any
future production.
At the end of the year, the Chinese government announced that it was banning
the exportation of germanium to the United States ('US'), and the United
Kingdom added zinc to its critical raw materials list to mimic lists developed
by the US and Canada. These announcements provide a backdrop to the unique and
important position the Molaoi project sits in relation to global politics and
international trade of critical minerals. Europe has formulated its own
critical raw materials list and Molaoi is arguably the only potential
near-term domestic source of germanium in Europe.
Rockfire is well-focussed on its flagship Molaoi project and continues to
advance the project towards production, as well as simultaneously expanding
the resources. There is potential to increase resources significantly and this
objective remains a key focus for the Company.
Exploration review
The year commenced with results of our twinned holes at Molaoi being released
to the market. It was pleasing to have our drill holes replicate the
historical drill holes so convincingly and is testimony to the quality of the
work completed by the Geological Survey of Greece (EAGME).
The highest germanium grade drilled by Rockfire was encountered in drilling
early in the year, setting the stage for our focus on germanium as a potential
by-product from any future mining at Molaoi. From 155m depth, 0.6m @ 136.5g/t
Ge was intersected, along with 34.4% Zn and 95.6g/t Ag. These are indeed
noteworthy intercepts.
Our extension drilling commenced in earnest in March. The following intervals
are considered outstanding and demonstrate the open-ended nature of the
mineralisation at Molaoi. Our planned drilling during 2025 is expected to
continue to return strongly mineralised intervals as we embark on our planned
in-fill drilling towards achieving an Indicated category of resource.
· 3.44m @ 11.4% ZnEq.
· 3.30m @ 35.7% ZnEq.
· 20m @ 9.1% ZnEq.
· 4.00m @ 11.50% ZnEq.
· 24.6m @ 8.0 % ZnEq.
The results from this drilling and by far the most important milestone during
the year was the definition of a 500% increase in the Inferred Resources at
Molaoi. A resource of 15.0 million tonnes @ 7.26 % Zn, 1.75 % Pb and 39.5 g/t
Ag (9.96 % zinc equivalent) was estimated, equating to 1.5 million tonnes of
zinc equivalent metal content.
In addition, multiple, critical topographic surveys were completed
simultaneously across the southern portion of the licence during the year.
These surveys included:
• Digital Terrain Model ("DTM") topographic
survey in progress;
• Ortho-mosaic photographic survey in progress;
• Light Detection and Ranging ("LiDAR") survey
in progress;
• Portable X-Ray Florescence ("pXRF") survey in
progress;
• Resource consultant has identified a minimum
of 12 parallel zinc lodes; and
• Updated resource estimation is in progress.
These surveys have resulted in the production of an elevation plan with an
accuracy of +/- 5cm in the vertical positioning of each pixel.
In November 2024, our extensive portable X-Ray Fluorescence (pXRF) soil survey
got underway and up until March 2025, this survey remained in progress. The
aim is to survey the entire licence area to outline broad zinc anomalies for
further, more detailed exploration work. In the first months of the 2025
calendar year, it was announced that this survey has already identified
several soil anomalies of similar areal extent to that occupied by the main
zinc resource.
The Company continues to update the market on its exploration and development
efforts at Molaoi and our team is looking forward to a rewarding and
successful 2025.
Corporate
The Company successfully raised funds on several occasions during the year and
these funds have largely been deployed directly into the Molaoi project in
Greece. At the early stages of exploration and development, it is necessary
for explorers to raise capital to achieve the technical and operational
milestones which have been achieved by Rockfire. The Company continues to
examine opportunities for non-dilutive funding for the project going forward.
Financial review
The income statement for the year shows a loss of £2,292,396 (2023: loss
£1,988,747). This position is a result of the Company's focus on the Molaoi
project.
Material events since the end of 2024 financial year
Since the end of the 2024 calendar year, there have been no material events,
other than those stated in Note 21.
I present to you, the Annual Report for Rockfire for the financial year ended
31 December 2024. The year ahead will focus on the continued exploration and
expansion of the Molaoi project in Greece, as well as the development towards
production at Molaoi.
Gordon Hart
Chairman
28 May 2025
DIRECTORS' BIOGRAPHIES
Gordon Hart, Chairman
Gordon has over 35 years of experience in the equity capital and financial
advisory markets. He spent 12 years as Managing Director of Venture Group
Equities Pty. Ltd, where he advised on transactions involving over US$300
million of funding. He is a graduate of the Australian Institute of Company
Directors and has a Graduate Diploma in Corporate Governance. Gordon brings a
wealth of corporate knowledge, equities and finance expertise and emerging
company experience to Rockfire.
David Price, Chief Executive Officer and Managing Director
David is an experienced geologist and senior executive with over 30 years of
experience in the global mining industry and over 20 years' experience in
securing funding for exploration projects. David is a Fellow of the
Australasian Institute of Mining and Metallurgy (FAusIMM) and is a Competent
Person for Mineral Exploration under the guidelines of the JORC Code.
During his career, David has been involved with many resource projects. He was
Country Manager for Danae Resources during the drill-out and Pre-Approval
Study of the Sappes gold project in Greece. He was the Senior Consulting
Geologist during the drill-out of Australia's second-largest lithium resource
at Earl Grey in Australia.
David has previously held senior roles in both listed and private resource
companies, including CEO of Golden Tiger Mining Limited, CEO of Convergent
Minerals Limited, and Managing Director of Millennium Mining Limited.
Ian Staunton, Non-executive Director
Ian has worked in the City of London for more than 40 years in a range of
roles, including Audit Partner, Corporate Finance Partner, and Equity Partner
in various accounting firms. He is a retired Fellow of the Institute of
Chartered Accountants in England and Wales and has a Diploma in Corporate
Finance. Having worked as Equity Partner and Head of Capital Markets for
Chantrey Vellacott DFK LLP and a Senior Equity Partner for Moore Stephens
during the last 25 years, Ian provides Rockfire with a strong level of
accounting and audit experience. Such high-level accounting, audit and
compliance capability fulfils Rockfire's ambition to broaden its corporate
skill base and to bring unparalleled experience and expertise from London onto
the board. Ian is the Chairman of the Audit Committee.
Patrick Elliott, Non-executive Director
Pat is an experienced resources and industrial company director. In a career
spanning over 45 years, he has held senior executive positions with
Consolidated Gold Fields (Australia) Limited and Morgan Grenfell Australia
Limited. Pat has an MBA in Mineral Economics from Macquarie University, a B
Comm from the University of New South Wales and a BSc. from the University of
Auckland. He has extensive management experience in various fields, including
manufacturing, mineral exploration, and oil and gas exploration. Pat is
currently Non-executive Chairman of Cap-XX Limited. He is also a Non-executive
Director of Tamboran Resources Ltd. and Kirrama Resources Limited (an unlisted
explorer and developer of chromite and manganese projects in Madagascar).
Nicholas Walley, Non-executive Director
Nicholas has a business background spanning multiple industries, including
agriculture, property, construction, plant hire, food and beverage packaging,
leisure and charitable work. He has critical skills in logistics,
infrastructure, organisational management and sales.
STRATEGIC REPORT
CORPORATE
The Company completed several fund raises during the year to ensure adequate
exploration funding was in place to meet the requirements for the on-going
exploration and development of the Molaoi zinc project in Greece. Funds raised
were also used for working capital and administrative costs to run the
Company.
On 16 September 2024, the Company provided a placing, subscription and retail
offer opportunity for investors and shareholders alike. A total of £450,000
(before expenses) was raised by the placement of 440,000,000 new ordinary
shares of 0.1 pence each in the Company, and a subscription for 10,000,000 new
ordinary shares at the same price. The placing and subscription were both done
at a price of 0.1 pence per new ordinary share.
On 19 September 2024, the Company announced that a separate retail offer which
accompanied the placing and subscription was also completed. This was to
provide existing Rockfire shareholders with an opportunity to participate in
the fundraise. Aggregate gross proceeds of £81,754 was raised by the issue of
81,754,000 new ordinary shares at a price of 0.1 pence per new ordinary share.
A placing was completed on 6 December 2024 to raise a total of £660,000
(before expenses) by way of a placing of 550,000,000 new ordinary shares of
0.1 pence each in the Company at a price of 0.12 pence per new ordinary share.
In addition to this placing, on 11 December 2024, Rockfire announced the
result of an accompanying retail offer to existing shareholders at the same
issue price of 0.12 pence per ordinary share. The retail offer was five times
oversubscribed. However, to satisfy shareholder demand, the Company elected to
issue a total of 300,000,000 new ordinary shares at the issue price. In total,
the Company announced that it had raised aggregate gross proceeds of £360,000
pursuant to the retail offer, alongside the placing.
In total, this placing and the accompanying retail offer raised gross proceeds
of approximately £1.02 million for the Company, via the placing of
550,000,000 placing shares and 300,000,000 retail offer shares, both of which
were completed at an issue price of 0.12 pence per share. CMC Markets UK Plc
(trading as CMC CapX), acted as the Company's sole placing agent in respect of
the placing and retail offer.
MOLAOI ZINC PROJECT, GREECE
The beginning of 2024 saw the initiation of "twin" holes being drilled at
Molaoi. This is the practice of drilling a new hole immediately adjacent to an
historical hole in order to confirm the zinc grade, depth to mineralisation
and width of mineralisation of the original hole.
The results of these twin holes were announced to the market on 30 January
2024. Holes drilled by Rockfire had successfully and convincingly replicated
historical drill holes.
Hole MO_GTK_008 was sited to replicate historical hole AN031. Hole MO_GTK_008
intersected 4.75m of mineralisation, which compared favourably with 5.0m of
mineralisation in historical hole AN031. Hole MO_GTK_008 returned an average
grade of 8.41% Zn, which compares favourably with an average grade of 9.95% Zn
in historical hole AN031. The highest zinc grade returned from hole MO_GTK_008
was 22.90% Zn, compared with historical hole AN031, which returned a maximum
grade of 23.44% Zn.
Hole MO_GTK_009 was sited to replicate historical hole B025. Hole MO_GTK_009
intersected 2.20m of mineralisation, compared with 4.20m of mineralisation in
historical hole B025. Hole MO_GTK_009 averaged 11.20% Zn, which compared
favourably with an average grade of 11.37% Zn in historical hole B025. The
highest zinc grade returned from hole MO_GTK_009 was 25.10% Zn, compared with
historical hole B025, which returned a maximum grade of 21.50% Zn.
On 4 March 2024, Rockfire reported that high grade germanium had been
intersected at Molaoi. Hole MO_GTK_011 intersected the highest germanium grade
drilled by Rockfire to date. From 155m depth, 0.6m @ 136.5g/t Ge was
intersected, along with 34.4% Zn and 95.6g/t Ag. The same hole also
intersected a deeper interval starting from 197m depth, which averaged 13.44m
@ 4.37% Zn, 1.62% Pb, 32.54g/t Ag and 20.85g/t Ge.
The first results from extension drilling were released to the market on 19
March 2024. Hole HMO-001 targeted undrilled extensions of the resource model
at depth and had successfully encountered high-grade zinc. One intercept of
3.44m @ 11.4% ZnEq. (5.1% Zn, 36.6g/t Ag, 0.94% Pb, 35.9g/t Ge) was
encountered at 228.02m depth, whilst a second zone at 239.00m depth
intersected 3.30m @ 35.7% ZnEq. (18.5% Zn, 158.5g/t Ag, 2.7% Pb and 81.8g/t
Ge). A third zone of 2.40m @ 11.2% ZnEq. (6.8% Zn, 2.7g/t Ag, 0.73% Pb and
30.5g/t Ge) was intersected in the same hole at a depth of 245.80m, with the
entire mineralised zone in hole HMO-001 being 20m @ 9.1% ZnEq. (4.6% Zn,
34.6g/t Ag, 0.6% Pb and 23.0% Ge).
On 21 May 2024, it was announced that drilling had extended the strike length
of zinc mineralisation. Hole HMO-002 intersected 4.52m @ 9.3% ZnEq.
approximately 400m to the north of the main zinc resource and confirmed that
zinc mineralisation continues to the north for at least this distance, with
more than 5 kilometres of old zinc workings and outcropping zinc
mineralisation still to be drilled to the north beyond hole HMO-002. It was
also announced that hole HMO-003 has intersected 4 separate lodes of zinc,
with the highest individual assay being 25m @ 22.80% Zn, 6.30% Pb, 149.0g/t Ag
and 26.20g/t Ge. Other intercepts included:
· 2.47m @ 14.20% ZnEq. from 202.53m depth.
· 2.37m @ 7.40% ZnEq. from 226.00m depth.
· 4.00m @ 11.50% ZnEq. from 256.00m depth.
· 3.10m @ 3.40% ZnEq. from 293.50m depth.
Extension drilling at Molaoi continued to confirm significant resource
increase potential, including 24.6m @ 8.0 % ZnEq. in hole HMO-004 being
announced to the market on 10 June 2024. This interval included an upper 10.6m
zone averaging 7.4 % ZnEq. from 243.42m depth, and a second, lower interval of
11.0m @ 10.9 % ZnEq. starting from 257m depth. It was announced that hole
HMO-004 had also intersected multiple, narrow lodes of zinc higher, above the
main zone, including:
· 0.46m @ 3.1 % Zn from 71.40m depth.
· 0.36m @ 6.0 % Zn from 136.84m depth.
· 0.13m @ 24.3 % Zn from 236.60m depth.
· 1.37m @ 5.0 % Zn from 239.30m depth.
The Company provided an exploration update for the Molaoi Project on 26 June
2024, when it was announced that multiple surveys were underway simultaneously
across the entire tenement. These surveys included:
· Digital Terrain Model ("DTM") topographic survey in progress;
· Ortho-mosaic photographic survey in progress;
· Light Detection and Ranging ("LiDAR") survey in progress;
· Portable X-Ray Florescence ("pXRF") survey in progress;
· Resource consultant has identified a minimum of 12 parallel zinc
lodes; and
· Updated resource estimation is in progress.
A local Greek contracting company has been engaged to complete a
drone-supported, multi-sensor survey at Molaoi. This was the first time that
high-tech instrumentation and modern survey techniques had been used at the
Molaoi project. The survey was expected to produce an elevation plan, with an
accuracy of +/- 5cm in the vertical positioning of each pixel.
The drone survey encompassed a Light Detection and Ranging (LiDAR) survey,
which measures light reflectivity from the surface of the earth. Unlike
traditional reflectivity surveys, (which use the sun's reflected rays), LiDAR
uses a light laser beamed towards the ground from the drone and measures the
reflectivity arriving back at the sensors on the drone. This high-tech method
allows for vegetation to be filtered out of the imagery, allowing for a more
accurate elevation survey.
It was also announced in the same release to the stock market that Rockfire
had commissioned a specialist resource estimation consulting firm to complete
a resource update for Molaoi, as well as a specialist geological consulting
firm to assist the drilling and wider field programmes. The resource update
would include all the geotechnical, twinning and expansion holes drilled by
Rockfire so far (20 holes in total), as well as all historical drilling (175
holes in total) completed by the Greek Government in the 1980's.
While these surveys were underway, further drilling results were released to
the market in an RNS dated 1 August 2024. Hole HMO-005 has intersected
multiple zinc lodes, extending zinc/silver/lead +/-germanium mineralisation
both northwards and deeper than the resource outline. Hole HMO-005 had
encountered:
· 1.70m @ 11.5% ZnEq. from 218.70m depth.
· 5.05m @ 3.4% ZnEq. from 248.78m depth.
· 2.74m @ 4.5% ZnEq. from 259.09m depth.
· 1.91m @ 7.1% ZnEq. from 281.43m depth.
· 3.07m @ 2.91% ZnEq. from 328.00m depth.
A milestone was achieved and announced on 4 September 2024, when a 500%
increase in the Resources at Molaoi had been estimated and Molaoi now ranked
in the top 20 undeveloped global zinc deposits. The Resource was reported in
accordance with the Joint Ore Reserve Committee ("JORC") Australasian Code
(2012) for Reporting of Exploration Results, Mineral Resources and Ore
Reserves.
The Inferred JORC Resource estimation for Molaoi had grown to:
15.0 million tonnes @ 7.26 % Zn, 1.75 % Pb and 39.5 g/t Ag (9.96 % zinc
equivalent)
(1,090,000 tonnes of zinc, 260,000 tonnes of lead, and 19.1 million ounces of
silver)
This equates to 1,500,000 tonnes of zinc equivalent metal content
Molaoi also contains one of the world's geologically rare critical metals,
germanium. A preliminary germanium quantity, which does not comply with the
requirements of the JORC Code has been calculated at 4.8 million tonnes @ 21.9
g/t Ge (105,700 kilograms germanium) and may represent a potentially valuable
by-product of any future zinc production from Molaoi.
The drilled extent only takes in 2.1 km of a potential strike extent of 7 km
and mineralisation remains open at depth and along strike to the north and
south. A revised geological and mineralisation model had identified 23
sub-parallel, north/south-striking, east-dipping lodes, with 18 of the lodes
now modelled. Results from the last 3 drill holes were also released on 4
September 2024, including:
· HMO-005 intersected 1.7 m @ 11.5% ZnEq.
· HMO-006 intersected 1.5 m @ 3.2 % ZnEq.
· HMO-007 intersected 2.0 m @ 14.3 % ZnEq.
A final technical update was provided to the market on 22 November 2024. In
this announcement, it was announced that a 395-site portable X-Ray
Fluorescence (pXRF) orientation soil survey using a 20m x 50m grid density had
been completed as a trial survey designed to evaluate the use of the pXRF to
validate mapped zones of anomalous zinc and to establish the most efficient
grid spacing to reliably identify dispersion halos in soils above
mineralisation.
The trial area covered several historical mine pits and results are extreme in
places. Peak soil values are up to 1.07% for Zn and 1.8% for lead were
detected, with contours highlighting a north-south linear anomaly as expected.
The survey confirmed the ability of the pXRF to locate both discrete and broad
anomalous concentrations of zinc and lead.
Hosting germanium as a potential by-product of the zinc concentrate is a
fortuitous addition to the concentrate, however its strategic advantage and
global demand came to the fore on 4 December 2024, when it was announced that
China had banned the exportation of germanium to the United States. This ban
could have highly significant positive consequences for the Molaoi project in
the future. Germanium is listed on both the US and the EU critical mineral
lists and Rockfire has estimated an internal, non-code-compliant assessment of
germanium by-product of approximately 4.8 million tonnes, with an expected
average grade of 21.9g/t Ge. Metallurgical tests demonstrate that grades of
117g/t Ge report to a zinc concentrate. The Company's assessment of germanium
content is not compliant yet with reporting codes, as more sampling is
required to establish a critical mass of data points. Core drilled at Molaoi
before the year 2021 was not analysed for germanium and therefore cannot be
included in our current resource estimates. Germanium is expected to feed into
future resource upgrades.
On 5 December 2024, the UK Government announced that zinc had been added to
the UK Critical Mineral List. Zinc being added to the UK critical minerals
list is likely to have a highly significant positive impact on Rockfire's
Molaoi zinc project in Greece. Zinc is also included on the US, Canadian and
Korean critical mineral lists and there are material risks to the supply of
zinc based on refining and concentration. Corrosion of steel costs US$2.5
trillion each year, which represents 3.4% of global GDP.
(impact.nace.org/economic-impact.aspx).
LIGHTHOUSE, QUEENSLAND, AUSTRALIA
Sunshine Metals Ltd. (ASX:SHN) is farming into the Lighthouse and Kookaburra
gold/silver projects in Queensland Australia. Both tenements are currently
owned 100% by Rockfire.
On 19 January 2024, Sunshine announced that drilling at Lighthouse, tested
three separate prospects: Cardigan Dam, Plateau, and Horse Creek.
Drilling at Cardigan Dam (5 holes, 565m) targeted two separate gossanous shear
zones which sit within a ~300m long soil anomaly. The program identified
multiple anomalous gold zones, including:
· 3m @ 1.56 g/t Au from 31m (23CDRC002).
Drilling of 5 holes at Plateau assessed the northeast corner of the
mineralised rhyolite pipe. Prospective breccia was intersected in 3 holes and
returned:
· 1m @ 2.29 g/t Au from 41m (23PLRC004).
No further updates were provided during the 2024 calendar year.
Qualified Person Statement
The technical information present 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.
KEY PERFORMANCE INDICATORS (KPIs)
The Board monitors KPIs, which it considers appropriate for a group at
Rockfire's stage of development.
Financial KPIs
During the year, the Board monitored the following KPIs:
· Cash flow and working capital.
RISK MANAGEMENT
The Board regularly reviews the risks to which the Group is exposed and
ensures through its meetings and regular reporting that these risks are
minimised as far as possible.
The principal risks and uncertainties facing the Group at this stage in its
development are:
Exploration risk
The Group's business has been primarily mineral exploration and evaluation
which are speculative activities and whilst the Directors are satisfied that
good progress is being made, there is no certainty that the Group will be
successful in the definition of economic mineral deposits, or that it will
proceed to the development of any of its projects or otherwise realise their
value.
The Group aims to mitigate this risk when evaluating new business
opportunities by targeting areas of potential where there is at least some
successful historical drilling or geological data available.
Resource risk
All mineral projects have risk associated with defined grade and continuity.
Mineral resources are calculated by external, independent experts in the field
of resource estimation in accordance with accepted industry standards and
codes but are always subject to uncertainties in the underlying assumptions
which include geological projection and commodity price assumptions.
The third party, independent experts report mineral resources and reserves in
accordance with the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves ('the JORC Code'). The JORC Code is a
professional code of practice that sets minimum standards for public reporting
of mineral exploration results, mineral resources and ore reserves. Further
information on the JORC Code can be found at www.jorc.org
(http://www.jorc.org) .
Rockfire intends to adopt the United Nations Framework Classification ("UNFC")
for the reporting of mineral resources and ore reserves. This classification
is a European code titled Committee for Mineral Reserves International
Reporting Standards Code ("CRIRSCO"). Like the JORC Code, CRIRSCO is a code of
practice that sets minimum standards for public reporting of mineral
exploration results, mineral resources and ore reserves, but for the European
investment community. Further information on the CRIRSCO Code can be found at
CRIRSCO International Reporting Template
(https://crirsco.com/wp-content/uploads/woocommerce_uploads/2024/06/CRIRSCO_International_Reporting_Template_June2024_Update_Approved_for_Release_20240627-dl8515.pdf)
.
Banking risk
Following Brexit, the Company's bank account at Allied Irish Bank in Dublin
was closed owing to Ireland remaining in the EU and Rockfire being a company
listed on the London Stock Exchange. Since Brexit, Rockfire has attempted to
open a UK corporate bank account on numerous occasions, without success.
Mainstream banks and smaller, private banks have been contacted to request a
corporate bank account. Without exception, UK banks have refused to open a
bank account on behalf of Rockfire owing to a high-risk profile (mineral
exploration) and the market capitalisation being too small.
Presently, the Company is operating all banking from the Commonwealth Bank in
Australia through Rockfire's 100% subsidiary, BGM Investments. As a result of
this, there are increased exchange rate risks and high international transfer
fees.
Environmental, landowner and native title risk
Exploration and development of a project can be adversely affected by
environmental legislation and the unforeseen results of environmental studies
carried out during evaluation of a project. Once a project is in production,
unforeseen events can give rise to environmental liabilities.
Access and compensation agreements are required to be negotiated between the
Company and the landowner at each project. Greek legislation provides an
agreement template which may be modified by the Company and the landowner. The
Company cannot guarantee landowners will provide access, regardless of
existing laws in place to ensure such access is negotiated on fair terms.
The Group is currently in the exploration stage. Any disturbance to the
environment during this phase is minimal and is rehabilitated in accordance
with the prevailing regulations of the countries in which Rockfire operates.
Financing and liquidity risk
The Group has an ongoing requirement to fund its activities through the equity
markets and in the future to obtain finance for project development. There is
no certainty such funds will be available when needed. To date, Rockfire has
managed to raise funds primarily through equity placements despite the very
difficult markets that currently exist for raising funding in the junior
mining industry.
Political risk
All countries carry political risk that can lead to interruption of activity.
Politically stable countries can have enhanced environmental and social
permitting risks, risks of strikes and changes to taxation whereas less
developed countries can have in addition, risks associated with changes to the
legal framework, civil unrest and government expropriation of assets.
Bribery risk
The Group has adopted an anti-corruption policy and whistle blowing policy
under the Bribery Act 2010. Notwithstanding this, the Group may be held liable
for offences under that Act committed by its employees or subcontractors,
whether or not the Group or the Directors had knowledge of the committing of
such offences.
Insurance coverage
The Group maintains a suite of insurance coverage that is appropriate for the
Group and Company. This is arranged via a specialist mining insurance broker
and coverage includes public and products liability, corporate and
professional, travel, property and medical coverage and assistance while Group
employees and consultants are travelling on Group business. This is reviewed
at least annually and adapted as the Group's scale and nature of activities
changes.
Internal controls and risk management
The Directors are responsible for the Group's system of internal financial
control. Although no system of internal financial control can provide absolute
assurance against material misstatement or loss, the Group's system is
designed to provide reasonable assurance that problems are identified on a
timely basis and dealt with appropriately.
In carrying out their responsibilities, the Directors have put in place a
framework of controls to ensure as far as possible that ongoing financial
performance is monitored in a timely manner, that corrective action is taken,
and that risk is identified as early as practically possible. The Directors
review the effectiveness of internal financial control at least annually.
The Board continuously monitors and upgrades its internal control procedures
and risk management mechanisms and assesses both for effectiveness during the
annual review. This process enables the Board to determine if the risk
exposure has changed during the year. The Company has a risk management
policy, which is reviewed annually. The Executive Directors report regularly
to the Board on the management of material business risks.
The Board, subject to delegated authority, reviews capital investment,
property sales and purchases, additional borrowing facilities, guarantees and
insurance arrangements.
CORPORATE SOCIAL RESPONSIBILITY
The Board takes account of the significance of social, environmental and
ethical matters affecting the business of the Group. At this stage in the
Group's development the Board has not adopted a specific policy on corporate
social responsibility as it has a limited pool of stakeholders other than its
shareholders. Rather, the Board seeks to protect the interests of Rockfire's
stakeholders through individual policies and through ethical and transparent
actions.
SHAREHOLDERS
The Directors are always prepared, where practicable, to enter into dialogue
with shareholders to promote a mutual understanding of objectives and
outcomes. The Annual General Meeting provides the Board with an opportunity to
informally meet and communicate directly with investors.
ENVIRONMENT
The Board recognises that the Group's principal activity, mineral exploration,
has the potential to impact on the local environment. To date, activities at
the various projects have been limited to surveying and drilling activities
and the Group does comply with local regulatory requirements with regard to
environmental compliance and rehabilitation. The impact on the environment of
the Group's activities has the potential to increase should our projects move
into a development or production phase. This is currently assessed through
baseline environmental studies that are being undertaken and identifying
resources needed to manage environmental compliance in the future.
Given the Group's size and scale it is not considered practical or cost
effective to collect and report data on carbon emissions.
EMPLOYEES
The Group engages its employees to understand all aspects of the Group's
business and seeks to remunerate its employees fairly, being flexible where
practicable. The Group gives full and fair consideration to applications for
employment received regardless of age, gender, colour, ethnicity, disability,
nationality, religious beliefs, transgender status or sexual orientation. The
Group takes account of employees' interests when making decisions and welcomes
suggestions from employees aimed at improving the Group's performance.
The Group now operates in Greece and Australia where it recruits locally as
many of its employees and contractors as practicable.
SUPPLIERS AND CONTRACTORS
The Group recognises that the goodwill of its contractors, consultants and
suppliers is important to its business success and seeks to build and maintain
this goodwill through fair dealings. The Group has a prompt payment policy and
seeks to settle all agreed liabilities within the terms agreed with suppliers.
The Company encourages best practice from suppliers and contractors with
regards to environmental issues.
HEALTH AND SAFETY
The Board recognises that it has a responsibility to provide strategic
leadership and direction in the development of the Group's health and safety
strategy in order to protect all of its stakeholders. The Group has a
site-based health and safety policy for each of its exploration sites but does
not have a health and safety policy for its corporate staff. This is deemed
unnecessary, as each of the corporate and managerial staff operate from
various jurisdictions around the world. However, this is re-evaluated as and
when the Group's nature and scale of activities change.
ENGAGEMENT WITH STAKEHOLDERS
The Board of Rockfire is proud of the high standard of corporate governance it
has established and maintains. The Board makes a conscious effort to
understand the interests and expectations of the Company's stakeholders, and
to reflect these in the choices it makes in its effort to create long-term
sustainable success for our business.
Engagement with our shareholders and wider stakeholder groups, including
employees, landowners, suppliers, contractors and government agencies, plays a
central role throughout Rockfire's business. The Board is aware that each
stakeholder group requires a specific and unique engagement approach in order
to create and maintain effective, sustainable and mutually beneficial
relationships.
The Board's understanding of various stakeholder interests is factored into
programme planning, boardroom discussions, strategy and budgets to assess
potential long-term impacts of our business on each group, and how we might
best address stakeholder expectations from our business.
Throughout this Annual Report, we provide examples of how we:
· Take into account the likely consequences of long-term
decisions;
· Foster relationships with stakeholders;
· Understand our impact on our local communities and the
environment; and
· Demonstrate the importance of behaving responsibly.
This engagement with stakeholders section forms our section 172 statement and
should be read in conjunction with other information included in this Annual
Report. Section 172 of the Companies Act 2006 requires the Directors to act in
a way that they consider, in good faith, would most likely promote the success
of the Company for the benefit of its members as a whole, taking into account
the factors listed in section 172.
The Directors continue to observe, plan for, and communicate the interests
of the Company's stakeholders, including the impact of its exploration
activities on local communities and the environment. Acting in good faith and
fairly between members, the Directors consider what is most likely to promote
the success of the Company for its members in the long term.
The Board regularly reviews its principal stakeholders and how it engages with
each. Stakeholder expectations are brought into the boardroom throughout the
annual cycle through information provided by management and by direct
engagement with stakeholders themselves. The priority of each stakeholder
group may increase or decrease, depending on the degree of impact any decision
may have on any particular stakeholder group. The Board therefore seeks to
consider the impact and priorities of each stakeholder group during its
discussions and as part of its decision making.
The table below sets out the key stakeholder groups, their interests and how
Rockfire has engaged with them over the reporting period. However, given the
importance of stakeholder focus, long-term strategy and reputation, these
themes are also discussed throughout this Annual Report.
Stakeholder Their interests How we engage and action
Our investors · Comprehensive review of financial performance of the business · Annual Report
· Business sustainability · Company website
· High standard of governance · Shareholder non-regulatory updates
· Success of the business · Podcasts and interviews
· Ethical behaviour · Corporate information including Company presentations
· Director experience · AGM and GM results
· Awareness of long-term strategy and direction · Conferences presentations
· Project prospectivity · Broker-sponsored meetings
· Improving market perception of the business · Press releases
· Appointment of a public relations advisor
· Frequent communication through briefings with management
· Shareholder communication policy, which is renewed annually
· Specific shareholder liaison officer on the Board (Chief
Executive Officer)
· Social media
· One- to- one meetings with large existing or potential new
shareholders
Regulatory bodies · Compliance with regulations · Company website
· Worker pay and conditions · Stock Exchange announcements
· Health and safety · Annual Report
· Brand reputation · Regular contact with QCA, share registrar, LSE and Companies
House
· Waste and environment
· Compliance updates at Board meetings
· Insurance
· Risk management policy, updated annually
· Environmental protection
· Compliance with local regulatory requirements and industry
standard principles for environmental and social risk management
· Appointment of a nominated advisor in accordance with the AIM
Rules
· Appointment of a competent person in accordance with the AIM
Rules
· Adhere to Greek and Australian laws and regulations
· Adoption of best practice policies recommended by the World
Bank and The International Council on Mining and Metals
Community · Sustainability · Philanthropy. Drilling of a water bore is offered to the
landowner during each drill programme
· Human rights
· Corporate responsibility is overseen by a dedicated exploration
· Community outreach manager
· Employment of local contractors wherever possible
· Prompt rehabilitation of drill sites
· Providing opportunity for local businesses to cater for our
exploration programs
· Local landowners are paid promptly
· Landowner access and compensation agreements
· Active communication with landowners and communities where
field work is taking place
· Adhere to Queensland Government guidelines for approaching
landowner and native title holder discussion
Environment · Energy usage · All operational waste is completely removed from site and taken
to a waste and/or recycling facility
· Recycling
· Detailed field operation guidelines to minimise any negative
· Waste management environmental impact of exploration activities
· Obtaining environmental permits for exploration works in Greece
and Australia, granted by the relevant government
· Ensuring operational protocols are in place and monitoring the
adherence to these protocols
Suppliers · Terms and conditions of contract · All supplies are sourced locally where possible
· Procurement opportunities · Our suppliers and contractors have received repeat business
from Rockfire, which is testimony to the fine working relationship established
· Workers' rights
· Supplier performance is continually monitored by a dedicated
· Supplier engagement exploration manager
· Sustainability · All field programs, including supplier quotes are authorised by
the Executive Directors prior to implementation
· Long-term partnerships
· Local suppliers are paid promptly
· Fair trading and payment terms
· Contact and feedback to suppliers is regular and personal via a
dedicated exploration manager
Contractors · Terms and conditions of contract · All contractors are sourced locally where possible
· Health and safety · Contractors are trained in senior first aid, paid for by
Rockfire
· Human rights and modern slavery
· On-the-job training is provided
· Working conditions
· Local contractors are paid promptly
· Diversity and inclusion
· Rockfire pays contractors standard industry rates, which are
well in excess of minimum average wages
· Communication with contractors is frequent through a dedicated
exploration manager
· Induction for health and safety is mandatory for contractors
visiting site
· Daily safety meetings have been implemented during all field
operations
· Rockfire has a whistle-blower policy and procedure in place to
ensure compliance, safety and governance
· Code of conduct providing a framework for ethical decision
making
· Contact and feedback to contractors is regular and personal via
a dedicated exploration manager
· Anti-corruption and bribery policy
On behalf of the Board
David Price,
Chief Executive Officer
28 May 2025
DIRECTORS' REPORT
Principal activities
The principal activities of the Group are currently exploration for base
metals, precious metals and critical minerals in Greece, and Australia. The
Group's strategy is to explore for and, where the Directors believe that it is
commercially feasible, develop deposits of base metals, precious metals and
critical minerals. The Company strategy includes considering opportunities for
project sale or joint venture at a point when any of the Group's projects
becomes appropriately advanced enough to consider such options.
The Group currently holds one exploration and exploitation licence in Greece,
and five exploration permits for minerals in Queensland, Australia.
Financial overview
The loss for the year is in line with the Company's normal exploration and
development activities. The Directors remain confident that they will be able
to secure additional funding when required. The Directors are also of the view
that the investment sentiment in the resource sector is currently slow, but
improving, to the extent that the exploration success the Company has achieved
to date should enable it to raise sufficient additional exploration funding to
continue its exploration programmes.
Further details of the Group's business, including its targets and strategies
is given in the Chairman's Statement and the Strategic Report.
Major events after the reporting period
For information regarding events after the reporting date, see Note 21 to the
financial statements.
Dividends
The Directors are unable to recommend the payment of a dividend for the year
ended 31 December 2024 (2023: £Nil).
Going concern
The Board believes the Group will generate sufficient working capital to
continue in operational existence and will have the ongoing support of its
shareholders, as required, for the foreseeable future. Further details on
going concern are detailed in Note 3 to these financial statements.
Directors
The Directors in office during the year are listed below. The interests of the
Directors in the shares of the Company, and share options were as follows:
As at 31 December 2024 As at 31 December 2023 Ordinary shares As at 31 December 2024 As at 31 December 2023
Ordinary shares Options Options
Gordon Hart 18,423,530 18,423,530 15,000,000 10,000,000
Patrick Elliott 58,670,323 55,594,744 9,000,000 -
Ian Staunton - - 9,000,000 -
Nicholas Walley 135,200,000 75,200,000 9,000,000 -
David W Price 56,350,000 46,350,000 15,000,000 10,000,000
Thomas Geissler was appointed as a Director on 5 July 2024 and resigned on 15
October 2024. Mr Geissler was a director of TPM International, which during
the year held 220,000,000 ordinary shares in the Company.
Significant shareholdings
As at 1 May 2025, being the latest practical date prior to publication of this
document, the Company was aware of the following holdings of 3% or more of the
issued share capital of the Company:
Ordinary shares % of the Company's issued share capital
TPM Middle East Dubai 312,000,000 7.55%
The Wonderful Group 308,000,000 7.45%
Nicholas Walley 135,200,000 3.27%
Directors' remuneration
Full details of Directors' emoluments are set out in Note 5 to the financial
statements.
Environmental policy
The Group's projects are subject to the relevant Greek and Australian laws and
regulations relating to environmental matters.
The Group's strategy is to explore for and, where the relevant studies
indicate that it is economically viable to do so, to develop mineral deposits.
It is the Group's intention to conduct its exploration and investigation
activities in a professional and responsible manner, for the benefit of the
Company's shareholders, its employees and the national and local communities
within which it operates.
The Group aims at all times to conduct its operations in an environmentally
responsible manner and in accordance with relevant legislation. The Group aims
to adopt best practice policies as recommended by the World Bank, the
International Council on Mining & Metals ("ICMM") and others where the
Group deems local legislation to be inadequate in terms of environmental
protection. The Group has in place a detailed field operations guidelines
manual which covers in considerable detail the measures to be taken by field
personnel to minimise any negative environmental impact of current exploration
activities on the environment.
The Group also recognises the enormous potential of its activities for
positive impact on the communities in which it operates and strives to
optimise these positive impacts as far as possible.
Directors' indemnities
The Group has directors and officers indemnity insurance to cover its
Directors and officers against the costs of defending themselves in legal
proceedings taken against them in that capacity and in respect of any damages
resulting from those proceedings.
Political contributions
No political contributions have been made. (2023: £Nil).
Auditor
A resolution proposing that PKF Littlejohn LLP be re-appointed will be put to
the forthcoming Annual General Meeting.
Statement of disclosure to auditor
The Directors who held office at the date of approval of this Annual Report
confirm that, so far as they are each aware, there is no relevant audit
information of which the Company's auditor is unaware and each Director has
taken all steps that he ought to have taken as a Director in order to make
himself aware of any relevant audit information and to establish that the
Company's auditor is aware of that information.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Strategic Report, the
Director's Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have prepared the Group and
Company financial statements in accordance with UK international accounting
standards and with the requirements of Companies Act 2006.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and the Company and of the profit or loss of the Group
and Company for that period.
In preparing the Group and Company financial statements, the Directors are
required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and accounting estimates that are reasonable and
prudent;
· state whether they comply with UK international accounting
standards in conformity with the Companies Act 2006, subject to any material
departures disclosed and explained in the financial statements; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and Company will continue
in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and the Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and the Company and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Group and the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Group's Annual Report will be published on the Group's website and in this
regard the Directors accept responsibility for the maintenance and integrity
of the website.
Annual General Meeting and recommendation
The Board considers that the resolutions to be proposed at the Annual General
Meeting are in the best interests of the Company and the Group as a whole and
its unanimous recommendation is that shareholders support these proposals as
the Directors intend to do in respect of their own holdings. Further details
regarding the location and timing of the Company's forthcoming Annual General
Meeting will be provided shortly.
We thank you for your continuing support of Rockfire and welcome you to remain
a shareholder as we strive to build Rockfire into a cash-positive company.
On behalf of the Board
David Price, Chief Executive Officer
28 May 2025
CORPORATE GOVERNANCE STATEMENT
As Chairman of Rockfire, it remains my responsibility to ensure that Rockfire
has both sound corporate governance and an effective Board. This is achieved
by ensuring that the Company and the Board are acting in the best interests of
shareholders, and by making sure that the Board discharges its
responsibilities with diligence, consideration and honesty. This includes
creating the right Board dynamic and ensuring that all important matters, in
particular strategic decisions, receive adequate time and attention at Board
meetings.
My responsibilities include leading the Board effectively, overseeing the
Group's corporate governance model, communicating with shareholders and
ensuring that good information flows freely between the Executive and
Non-executive Directors in a timely manner.
To the extent applicable, and to the extent able (given the current size and
structure of the Company and the Board), the Company has adopted the 2018
Quoted Companies Alliance Corporate Governance Code ("the QCA Code"/ ''the
Code''). Details of how the Company complies with the Code are set out below,
together with the principles contained in the Code. In this transitional year,
we have been devoting time to ensuring that we have considered the updates
included in the 2023 QCA Code in full and are making changes, where necessary,
to ensure compliance with the provisions of the updated QCA Code for 2025.
In light of the Company's size and nature, the Board considers that the
current Board is a cost effective and practical method of directing and
managing the Company. As the Company's activities develop in size, nature and
scope, the size of the Board and the implementation of additional corporate
governance policies and structures will be reviewed.
Principle 1 - Establish a strategy and business model which promotes long-term
value for shareholders
Rockfire is an AIM-quoted mineral explorer with projects located in Greece and
Australia. The Company's strategy is to identify mineral deposits which can be
developed into mines to create value and income for shareholders.
Throughout 2024, the Board has delivered on its strategy to achieve growth of
the Group, with highly successful exploration results at Molaoi in Greece.
Please see the risk management section on the 2024 Annual report for further
details on key challenges in the execution of the Company strategy.
The Company continues to seek other resource projects.
Principle 2 - Seek to understand and meet shareholder needs and expectations
NEEDS OF SHAREHOLDERS
The principal need of a shareholder is to achieve a return on their
investment.
EXPECTATIONS OF SHAREHOLDERS
A shareholder can reasonably expect the Company and management to;
· deliver on its obligations and commitments to Principal 1;
· ensure its management and Directors act with integrity and
professionalism in running the Company;
· direct the expenditure of monies on appropriate exploration
methods and to ensure expenditure is justified and accountable;
· provide enough flow of information on exploration progress to
allow the shareholder to make informed decisions on their investment;
· publish clear and concise announcements, with minimal technical
complexity; and
· have open access to the Board or CEO to provide clarification.
We seek to engage with our shareholders through updates to the market via
regulatory news flow ('RNS'), on matters of a material substance and
regulatory nature. Whilst being mindful of the requirements of the AIM Rules
and Market Abuse Regulations the Board may engage with shareholders directly
from time to time in relation to questions that they may have and other
matters.
The Company's AGM also provides an opportunity for shareholders to ask
questions during the formal business of the meeting and informally following
the meeting.
The Board shall ensure that the voting decisions of shareholders at the AGM
are reviewed and monitored and that approvals sought at the Company's AGM will
be in line with the recommended corporate guidelines of the QCA Code.
Shareholder enquiries should be emailed to: info@rockfireresources.com.
Principle 3 - Take into account wider stakeholder and social responsibilities
and their implications for long-term success
Consider wider stakeholder and social responsibilities and their implications
for long term success.
ENGAGEMENT
The Board believes that engaging with stakeholders strengthens relationships
and helps make better business decisions to deliver on commitments. The Board
is regularly updated on wider stakeholder engagement feedback to stay abreast
of stakeholder insights into the issues that matter most to them, and to
enable the Board to understand and consider these issues in decision-making.
Aside from shareholders, suppliers and customers, our workforce is one of the
most important stakeholder groups and the Board therefore closely monitors
their feedback to ensure alignment of interests
WORKFORCE
The Board has established a safe and healthy work environment, which complies
with the relevant Occupational Health and Safety laws. It has tried to ensure
that the workforce is provided with enough training to develop the appropriate
skills and knowledge to complete the tasks requested of them.
The Company shall;
· adhere to the relevant laws, rules and regulations within the
jurisdictions in which it operates;
· ensure technical reporting obligations are submitted on time;
· complete environmental management reports for the government; and
· comply with site-clearing and rehabilitation guidelines and
expectations on a "best practice" approach.
TRADITIONAL LANDOWNERS
The Company shall respect traditional lands, customs and culture on all land
with registered traditional ownership. Heritage clearance, as required by law
shall be sought and honoured. Where appropriate, traditional landowners shall
be consulted with and included in any opportunities for employment on an equal
basis.
LANDOWNERS AND PASTORALISTS
The Company shall respect and acknowledge the rights of landowners and
leaseholders. The Company shall work with the landowner in an ethical manner
and where possible, shall offer opportunity to the landowner to participate in
the work program.
CONTRACTORS AND SUPPLIERS
· For the sake of Occupational Health & Safety, all contractors
and sub-contractors shall be treated in the same manner as employees.;
· Independent contractors will be required to provide their own PPE
(personal protective equipment) whilst working on any of the Company sites;
· All Contractors shall be subject to a Site Induction on their
first visit to any of the sites being explored by the Company;
· All independent contractors will be required to carry their own
Public Liability and Workers Compensation Insurances;
· To ensure a safe and productive work environment, the appropriate
Occupational Health & Safety requirements, induction procedures and safety
precautions shall be established by the Company; and
· The Company has designated an appropriately experienced and
qualified representative to act as a "Liaison Officer" between contractors and
the Company.
Principle 4 - Embed effective risk management, considering both opportunities
and threats, throughout the organisation
The risks facing the Company are detailed in the risk management section of
the Strategic Report. The Board seeks to mitigate such risks so far as it is
able to do, but certain important risks cannot be controlled by the Board.
In setting and implementing the Company's strategies, the Board, having
identified the risks, seeks to limit the extent of the Company's exposure to
them having regard to both its risk tolerance and risk appetite.
Principle 5 - Maintain the board as a well-functioning, balanced team led by
the Chair
Ian Staunton is considered to be independent. Nicholas Walley and Patrick
Elliott, as significant shareholders, are not considered to be independent.
The Company is aware that having an Executive Chairman is not in line with the
recommendations made by the QCA. The role of Executive Chairman has been
primarily to ensure that best practice policies and procedures are implemented
through identifying and appointing the appropriate Directors, ensuring the
Board is run in an effective manner, and assisting the Chief Executive Officer
with legacy matters. There is a clear split of responsibilities between the
Executive Chairman and the Chief Executive Officer. The Board believes that
the skillsets of the Directors are appropriate and beneficial for all
shareholders and stakeholders.
All Directors are expected to devote the necessary time commitments required
by their position and are expected to attend all Board meetings. The Board
convenes outside these meetings on an ad hoc basis as and when it deems
necessary.
The number of meetings of the Board and attendance for the year ended 31
December 2024 are set out below:
Meetings held Meetings attended
Gordon Hart 17 17
Patrick Elliott 17 15
Ian Staunton 17 14
Nicholas Walley 17 17
David Price 17 17
Thomas Geissler 5 5
Principle 6 - Ensure that between them the directors have the necessary
up-to-date experience, skills and capabilities
The Board comprises the Executive Chairman, Gordon Hart; the Chief Executive
Officer, David Price; and three Non-executive Directors, Ian Staunton, Patrick
Elliott and Nicholas Walley. Further details on the Board can be found on the
Director biographies section of the 2024 Annual Report, which details the
relevant experience, skills and personal qualities and capabilities that each
director brings to the board.
The Board is therefore satisfied that it has a suitable balance between
independence on the one hand, and direct managerial and operational knowledge
of the Company on the other, which ensures that no individual or group may
dominate the Board's decisions. The Board is also satisfied that the Board has
sufficient knowledge of the Group and its operations to enable it to discharge
its duties and responsibilities effectively. All Directors use their
independent judgement to challenge all matters, whether strategic or
operational.
The Directors endeavour to ensure that their knowledge of best practices and
regulatory developments is up to date by technical reading and attending
relevant seminars and conferences as considered necessary. All Directors
receive regular updates on legal and governance issues. Gordon Hart has
attended numerous webinars and conferences held by the Australian Institute of
Company Directors. All Directors are encouraged to attend presentations,
conferences and webinars which improve their skill base.
The Board has regular contact with its advisors to ensure that it is aware of
changes to generally accepted corporate governance procedures and requirements
and that the Group remains compliant with applicable rules and regulations.
The Company's nominated advisor supports the Board's development, specifically
providing guidance on corporate governance and other regulatory matters, as
required.
Each Director can take independent professional advice in the furtherance of
his duties, if necessary, at the Company's expense.
Neither the Board nor its committees have sought external advice on a
significant matter.
Principle 7 - Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement
Given the current stage of the Company's development the Directors believe
that the Board operates efficiently and cost effectively and that the cost of
an external review process is not justified. Nevertheless, it is intended that
the Board will be strengthened in due course to reflect the Group's progress
with exploration and growth.
No board performance evaluation has taken place in the year for the reason
described above.
Principle 8 - Promote a corporate culture that is based on ethical values and
behaviours
The Board recognises that its decisions regarding strategy and risk will
impact the corporate culture of the Group as a whole and that this will impact
the performance of the Group. The Board is aware that the tone and culture set
by the Board will greatly impact all aspects of the Group and the way that
employees and other stakeholders behave. The Corporate Governance arrangements
that the Board has adopted are designed to ensure that the Company delivers
long term value to its shareholders, and that shareholders have the
opportunity to express their views in a manner that encourages open dialogue
with the Board. Therefore, the importance of sound ethical values and
behaviours is crucial to the ability of the Company to successfully achieve
its corporate objectives.
A large part of the Company's activities is centred upon an open and
respectful dialogue with employees, contractors, clients and other
stakeholders. The Board places great importance on this aspect of corporate
life and seeks to ensure that transparency and openness are evident in all
that the Company does. The Directors consider that at present the Company
has an open culture facilitating comprehensive dialogue and feedback and
enabling positive and constructive challenge.
The Board has adopted a code of conduct which provides a framework for ethical
decision-making and actions across the Group. The code of conduct reiterates
the Group's commitment to integrity and fair dealing in its business affairs
and its duty of care to all employees, contractors and stakeholders.
Each Board member's adherence to the Group's code of conduct is assessed
annually. Employees are assessed on their performance and their adherence to
the code of conduct through their annual performance review.
Principle 9 - Maintain governance structures and processes that are fit for
purpose and support good decision-making by the board
BOARD PROGRAMME
The Board is responsible for approving the Company strategy and policies, for
safeguarding the assets of the Company, and is the ultimate decision-making
body of the Company in all matters except those that are reserved for specific
shareholder approval.
The Board sets direction for the Company through a formal schedule of matters
reserved for its decision.
The Board meets at least four times each year in accordance with its scheduled
meeting calendar and maintains regular dialogue between Board members.
Prior to the start of each financial year, a schedule of dates for that year's
Board meetings is compiled. This may be supplemented by additional meetings as
and when required.
The Board and its committees receive appropriate and timely information prior
to each meeting, with a formal agenda being produced for each meeting, and
Board and committee papers distributed several days before meetings take
place.
Any Director may challenge Company proposals and decisions are taken
democratically after discussion. Any Director who feels that any concern
remains unresolved after discussion may ask for that concern to be noted in
the minutes of the meeting, which are then circulated to all Directors. Any
specific actions arising from such meetings are agreed by the Board or
relevant Committee and then followed up by the Company's executive management
team.
ROLES AND RESPONSIBILITIES
There is a clear division of responsibility at the head of the Company.
The Chairman is responsible for:
· running the business of the Board;
· setting the agenda for Board meetings;
· ensuring appropriate strategic focus and direction;
· facilitating effective contribution from all Directors; and
· promoting constructive and respectful relations between the Board
and management.
The Chief Executive Officer is responsible for:
· proposing the strategic focus to the Board;
· implementing strategy once it has been approved by the Board;
· overseeing the management of the Company through the executive
management team; and
· where proposed transactions, commitments or arrangements exceed
the thresholds set by the Board to refer the matter to the Board for its
consideration, review and approval.
The Board is supported by the Audit and Remuneration committees. Each
committee has access to such resources, information and advice as it deems
necessary, at the cost of the Company, to enable the committee to discharge
its duties.
The Audit Committee's primary function is to assist the Board in fulfilling
its responsibilities by reviewing the:
· Quality and integrity of financial reporting;
· Systems of internal control which management and the Board have
established to safeguard the Group's financial and physical assets and
facilitate compliance with relevant statutory and regulatory requirements;
· Processes for business risk identification, quantification and
mitigation;
· Effectiveness and independence of the external audit process; and
· Quality and relevance of financial and non-financial information
provided to management and the Board on which decisions will be based.
The Remuneration Committee acts as the Board's committee to oversee employment
and remuneration contracts for management and directors.
The roles of the Audit and Remuneration Committees are available on the
website at www.rockfireresources.com (http://www.rockfireresources.com) .
All matters that have a material impact upon the Company or any of its
subsidiaries will be referred to the Board. However, below is a schedule of
matters reserved specifically for the decision of the Board or a duly
authorized committee thereof. The Board has the authority to obtain outside
legal or other independent advice at the expense of the Company.
Financial matters:
· Approval of full year (preliminary) and half year
results announcements.
· Adoption of significant change in accounting policies or
practices.
· Approval of all circulars and prospectus to shareholders.
· Changes relating to the capital structure of the company.
· Approval of increases in share capital of any Group Company.
· The approval of all guarantees given by the Company.
· Ratify the use of Rockfire Resources plc company seal.
Corporate matters:
· Convening general meetings of the Company.
· Recommending to shareholders the approval of alterations to the
Memorandum and Articles of Association of the company.
· Making any take-over offer for another company or other companies
within the City Code on Takeovers and Mergers and considering a response to
any such approaches to the Company.
Annual report and accounts:
To issue the Annual Report of the company having approved the following:
· Strategic Report.
· Directors Report.
· Accounts and notes to the accounts.
Appointments and structure:
· Appointment and removal of the Chairman.
· Appointment, removal and re-election of the Directors.
· Appointment and removal of the Company Secretary.
· Reviewing succession planning for the Board and senior management
of the Group.
· Carry out a formal and rigorous review of its own performance and
that of its committees and individual Directors on an annual basis.
Budgets, contracts and business development:
· Approval of strategic plans of the Company.
· Approval of the annual budget of the Company.
· Approval of significant changes in treasury and foreign currency
policy of the Company.
· Approval of material contracts.
· Significant changes to the Company's activities to include,
acquisitions or divestments or entry into a new foreign jurisdiction or exit
from an existing one.
Internal controls:
To receive reports directly from the Chief Executive Officer on the Group's
internal control systems and to consider amongst others:
· Changes in the nature and extent of significant risks to the
business.
· The key risks and how these are evaluated and managed.
To review annually the effectiveness of the Company's internal control systems
and consider:
· For identified weaknesses, the actions being taken and the
timeliness of rectification.
· The effectiveness and output of the management's review process.
· Incidence of major control weaknesses, their cause and potential
impact on the business.
· To report to shareholders on the review of the internal control
systems.
Board committees:
· Approving terms of reference for Board Committees and agreeing
division of responsibility between Chairman and Chief Executive Officer.
· Recommendation to shareholders to appoint or remove the Company's
auditors including approval of their fees.
· Appointment or removal of the Company's principal advisors.
· Approval of major changes in employee share and incentive
schemes.
· Approval of the Group's Health and Safety Policy.
· Approval of the Group's Environmental Policy.
· Monitoring of the Directors and Officers Liability Insurance.
· Agreeing fee levels for Non-executive Directors.
As the Group grows and develops the Board will periodically review its
corporate governance framework to ensure it remains appropriate for the size,
complexity and risk profile of the Group.
Principle 10 - Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders
The Board attaches great importance to providing shareholders with clear and
transparent information on the Company's activities, strategy and financial
position.
The Company communicates with shareholders through the Annual Report,
full-year and half-year announcements, the Annual General Meeting and
one-to-one meetings with large existing or potential new shareholders.
The Company announces significant developments which are disseminated via
various outlets including the London Stock Exchange's Regulatory News Service
(RNS).
The audit committee is chaired by Ian Staunton and includes Patrick Elliott
and Gordon Hart, and their biographies can be found on page 4. The full role
of the committee is detailed on page 21 of these financial statements and is
to consider and approve the interim results, and with the auditors to consider
the Annual Report and matters raised by the auditors based on their audit. So
far as possible recommendations by the auditors are immediately implemented.
To date, audit committee matters have been discussed in full Board meetings.
As such no formal audit committee reports have been required.
The remuneration committee is chaired by Nicholas Walley and includes Patrick
Elliott, and their biographies can be found on page 4. The remuneration
committee meets on an ad hoc basis, when required. Fees payable to the
Non-executive Directors are determined by the Executive Directors.
Additional information supplied by the remuneration committee has been
disseminated across this Annual Report, rather than included as a separate
committee report.
Gordon Hart, Chairman
28 May 2025
INDEPENDENT AUDITOR'S REPORT
Opinion
We have audited the financial statements of Rockfire Resources Plc (the
'parent company') and its subsidiaries (the 'group') for the year ended 31
December 2024 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Parent Company Statements of Financial Position,
the Consolidated and Parent Company Statements of Changes in Equity, the
Consolidated and Parent Company Statements of Cash Flows and notes to the
financial statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable
law and UK-adopted international accounting standards and as regards the
parent company financial statements, as applied in accordance with the
provisions of the Companies Act 2006.
In our opinion:
· the financial statements give a true and fair view of the state
of the group's and of the parent company's affairs as at 31 December 2024 and
of the group's loss for the year then ended;
· the group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· the parent company financial statements have been properly
prepared in accordance with UK-adopted international accounting standards and
as applied in accordance with the provisions of the Companies Act 2006; and
· the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 3d) in the financial statements, which indicates
that the group will require further funds to be raised over the next 12 months
in order for the group to meet its exploration expenditure commitments,
undertake the budgeted exploration activities and progress new business
development opportunities. As stated in note 3d), these events or conditions
indicate that a material uncertainty exists that may cast significant doubt on
the group's and parent company's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the group's and company's ability to continue to adopt the going
concern basis of accounting included:
· Challenging the inputs and assumptions used in the forecasts
prepared by management to assess the group's and company's ability to meet
financial obligations as they fall due for a period of at least twelve months
from the date of approval of the financial statements;
· Checking the mathematical accuracy of the cashflow forecasts
scenarios prepared by management;
· Corroborating committed and discretionary cash flows to
supporting evidence;
· Reviewing budgeted overheads to historic financial information
and current run rates to assess the accuracy of management's forecasting;
· Assessing the existence of subsequent events which may affect
going concern and evaluating the likelihood of occurrence of forecasted
inflows;
· Stress-testing the forecasted cash flows in order to evaluate the
likelihood of potential downside scenarios that may have an impact on
headroom;
· Reviewing post year end cash position in comparison to the
forecasted position; and
· Assessing the adequacy of the disclosures in respect of going
concern including uncertainties.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
Group
Company
Materiality £153,000 (2023: £144,000)
£148,000 (2023: £100,800)
Performance materiality £107,000 (2023: £100,800)
£103,000 (2023: £70,560)
The benchmark for determining materiality of the Group and Parent Company was
2% gross assets (2023: 2% of gross assets for the Group and 2% of gross assets
with 5% of loss before tax to obtain coverage of expenditure for the Company).
We consider gross assets to be the most significant determinant of the group's
financial position and performance used by shareholders, with the key
financial statement balances being intangible exploration and evaluation
assets and cash and cash equivalents. The going concern of the group is
dependent on its ability to fund operations going forward, as well as on the
valuation of its assets, which represent the underlying value of the group.
The basis for calculating materiality was unchanged from the prior year.
Performance materiality for the Group and Parent Company was set at 70% (2023:
70%) to ensure sufficient coverage of key balances. Performance materiality
for material components was set at £74,900 (2023: £70,560 to £49,980) using
an appropriate allocation of Group performance materiality based on gross
asset contribution. We applied the concept of materiality both in planning
and performing our audit, and in evaluating the effect of misstatements.
We agreed with the audit committee that we would report to the committee all
audit differences identified during the course of our audit in excess of
£7,000 (2023: £7,200) for the Group financial statements as a whole and
£7,000 (2023: £5,040) for the Parent Company. We also agreed to report
differences below these thresholds that, in our view warranted reporting on
qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of
material misstatement in the financial statements. In particular, we looked at
areas requiring the directors to make subjective judgements, for example in
respect of assessing the recoverability of exploration, evaluation and
development expenditure, the carrying value and recoverability of investments
in subsidiaries and intragroup balances at Parent Company level, and the
consideration of future events that are inherently uncertain. We also
addressed the risk of management override of internal controls, including
evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
A full scope audit was performed on the financial information of the group's
material operating components which, for the year ended 31 December 2024, were
located in the United Kingdom, Australia and Greece. The audit of material
components was performed in London solely by PKF Littlejohn LLP using a team
with experience of auditing mineral exploration and publicly listed entities.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matters
described in the Material uncertainty related to going concern section, we
have determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter How our scope addressed this matter
Carrying value and appropriate capitalisation of Intangible Assets - Group
(Note 9)
Our work in this area included:
The group has intangible assets in relation to capitalised exploration costs
in respect of its Australian and Greek projects amounting to £5,657k (2023:
£4,973k). There is the risk that these assets have been incorrectly · Confirmation that the Group has good title to the applicable
capitalised in accordance with IFRS 6 and that there are indicators of exploration licences, including consideration of the fulfilment of any
impairment as at 31 December 2024 which could affect its valuation. specific conditions therein;
Particularly for early-stage exploration projects where the calculation of · Substantive testing of a sample of exploration and evaluation
recoverable amount via value in use calculations is unable to be accurately expenditures incurred during the year to assess their eligibility for
determined, management's assessment of impairment under IFRS 6 requires capitalisation under IFRS 6;
estimation and judgement.
· Making enquiries of management regarding progress at each project
As a result of the level of management estimation and judgement required, we during the year and future plans for each project;
consider this to be a key audit matter.
· Reviewing minutes and Regulatory News Service ('RNS')
announcements during the year and post year end for indications of impairment
indicators;
· Reviewing management's impairment paper in respect of the
carrying value of intangible assets and providing challenge, corroborating any
key assumptions used;
· Performing an independent assessment of whether there are
indications of impairment on a project by project basis in accordance with
IFRS 6; and
· Evaluating the presentation and disclosures in the financial
statements.
Recoverability of investments and intragroup balances - Parent Company (Notes
11 and 12)
Investments in subsidiaries and intragroup loans are significant assets in the Our work in this area included:
Parent Company's financial statements, amounting to £1,031k (2023: £1,031k)
and £6,231k (2023: £2,829k), respectively. Their recoverability is directly
linked to the recoverability of intangible assets in those entities, and hence
may not be fully recoverable. · Confirming ownership of investments;
As a result of the level of management estimation and judgement required, we · Reviewing the investment balances for indicators of impairment in
consider this to be a key audit matter. accordance with IAS 36;
· Considering the appropriateness of the methodology applied by
management in their assessment of the recoverable amount of intragroup loans,
and the calculation of any expected credit loss provisions against these
balances, in accordance with the requirements of IFRS 9;
· Evaluating the recoverability of investments and intragroup loans
by reference to underlying net asset values and exploration projects; and
· Evaluating the presentation and disclosures in the financial
statements in accordance with IFRS.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the group and parent company financial
statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the parent company financial statements are not in agreement with
the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the group and parent company
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors
are responsible for assessing the group and the parent company's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the Group and Parent Company and
the sector in which they operate to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management,
application of cumulative audit knowledge and experience of the sector. We
ensured that the audit team collectively had the appropriate experience with
auditing entities within this industry, facing similar audit and business
risks, and of a similar size.
· We determined the principal laws and regulations relevant to the
group and parent company in this regard to be those arising from:
o Companies Act 2006;
o AIM Rules;
o Employment law; and
o Local tax laws and regulations.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
and parent company with those laws and regulations. These procedures included,
but were not limited to:
o Making enquiries of management;
o A review of Board minutes;
o A review of legal ledger accounts; and
o A review of RNS announcements.
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that the potential for management bias was identified in relation
to the carrying value and capitalisation of costs as intangible assets and the
carrying value of investments and intragroup loans as noted in our Key Audit
Matters above. We addressed this by challenging the assumptions and judgements
made by management in relation to these matters.
· As in all our audits, we addressed the risk of fraud arising from
management override of controls by performing audit procedures which included,
but were not limited to: the testing of journals, reviewing accounting
estimates for evidence of bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of
business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Imogen Massey (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Statutory
Auditor
London E14 4HD
28 May 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31
DECEMBER 2024
Note 2024 2023
£ £
Interest income 5 2
Administrative expenses (2,000,761) (1,785,547)
Operating loss 6 (2,000,756) (1,785,545)
Loss before taxation (2,000,756) (1,785,545)
Taxation 7 - -
(2,000,756) (1,785,545)
Loss for the year attributable to shareholders of the Company
Items that may be reclassified subsequently to profit or loss:
Foreign exchange translation movement (291,640) (203,202)
Total comprehensive loss attributable to shareholders of the Company (2,292,396) (1,988,747)
Loss per share attributable to shareholders of the Company
Basic and diluted 8 (0.07)p (0.10)p
The notes form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 DECEMBER
2024
Note 2024 2023
£ £
Assets
Non-current assets
Intangible assets 9 5,657,375 4,972,616
Property, plant and equipment 10 40,888 28,244
Other receivables 12 73,591 94,301
5,771,854 5,095,161
Current assets
Cash and cash equivalents 13 936,205 436,575
Trade and other receivables 12 65,491 1,732,419
1,001,696 2,168,994
Total assets 6,773,550 7,264,155
Equity and liabilities
Equity attributable to shareholders of the Company
Share capital 14 9,933,289 8,548,460
Share premium 14 21,271,228 21,210,144
Other reserves 15 2,295,035 2,295,035
Merger relief reserve 15 190,000 190,000
Foreign exchange reserve 15 (545,965) (254,325)
Retained deficit (26,931,012) (24,947,177)
Total equity 6,212,575 7,042,137
Current liabilities
Trade and other payables 17 560,975 222,018
Total liabilities 560,975 222,018
Total equity and liabilities 6,773,550 7,264,155
The notes form part of these financial statements.
COMPANY STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 DECEMBER
2024
Note 2024 2023
£ £
Assets
Non-current assets
Property, plant & equipment 10 1,122 1,496
Investments 11 1,030,640 1,030,640
Total non-current assets 1,031,762 1,032,136
Current assets
Cash and cash equivalents 13 - 425,619
Trade and other receivables 12 6,265,346 4,437,511
Total current assets 6,265,346 4,863,130
Total assets 7,297,108 5,895,266
Equity
Equity attributable to shareholders of the Company
Share capital 14 9,933,289 8,548,460
Share premium 14 21,271,228 21,210,144
Other reserves 15 1,801,872 1,801,872
Merger relief reserve 15 190,000 190,000
Accumulated losses 15 (26,384,677) (25,987,414)
Total equity 6,811,712 5,763,062
LIABILITIES
Current liabilities
Trade and other payables 17 485,395 132,204
Total liabilities 485,395 132,204
Total equity and liabilities 7,297,107 5,895,266
The notes form part of these financial statements.
As permitted by section 408 of the Companies Act 2006, the Company has not
presented its own income statement. The Company's total comprehensive loss for
the year was £414,184 (2023: loss of £3,909,432).
The financial statements were approved and authorised for issue by the Board
on 28 May 2025 and signed on its behalf by:
David Price
Chief Executive Officer
The notes form part of these financial
statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER
2024
Share capital Share premium Other reserves Merger Foreign exchange reserve Retained deficit Total equity
relief
reserve
Note £ £ £ £ £ £ £
As at 1 January 2023 7,435,409 18,233,976 2,295,035 190,000 (51,123) (23,161,632) 4,941,665
Loss for the financial year - - - - - (1,785,545) (1,785,545)
Foreign exchange translation movement - - - - (203,202) - (203,202)
Total comprehensive loss - - - - (203,202) (1,785,545) (1,988,747)
Shares issued during the year 14 1,113,051 3,299,719 - - - - 4,412,770
Share issuance costs 14 - (323,551) - - - - (323,551)
Total transactions with shareholders 1,113,051 2,976,168 - - - - 4,089,219
At 31 December 2023 8,548,460 21,210,144 2,295,035 190,000 (254,325) (24,947,177) 7,042,137
As at 1 January 2024 8,548,460 21,210,144 2,295,035 190,000 (254,325) (24,947,177) 7,042,137
Loss for the financial year - - - - - (2,000,756) (2,000,756)
Foreign exchange translation movement - - - - (291,640) - (291,640)
Total comprehensive loss - - - - (291,640) (2,000,756) (2,292,396)
Shares issued during the year 14 1,384,829 175,536 - - - - 1,560,365
Share issuance costs 14 - (114,452) - - - - (114,452)
Share-based payments 16 - - - - 16,921 16,921
Total transactions with shareholders 1,384,829 61,084 - - 16,921 1,462,834
At 31 December 2024 9,933,289 21,271,228 2,295,035 190,000 (545,965) (26,931,012) 6,212,575
The notes form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital Share premium Other reserves Merger relief Accumulated Total equity
reserve losses
Note £ £ £ £ £ £
At 1 January 2023 7,435,409 18,233,976 1,801,872 190,000 (22,077,982) 5,583,275
Loss for the financial year - - - - (3,909,432) (3,909,432)
Total comprehensive loss - - - - (3,909,432) (3,909,432)
Issue of share capital 14 1,113,051 3,299,719 - - - 4,412,770
Share issuance costs 14 - (323,551) - - - (323,551)
Total transactions with shareholders 1,113,051 2,976,168 - - - 4,089,219
At 31 December 2023 8,548,460 21,210,144 1,801,872 190,000 (25,987,414) 5,763,062
As at 1 January 2024 8,548,460 21,210,144 1,801,872 190,000 (25,987,414) 5,763,062
Loss for the financial year - - - - (414,184) (414,184)
Total comprehensive loss - - - - (414,184) (414,184)
Issue of share capital 14 1,384,829 175,536 - - - 1,560,365
Share issuance costs 14 - (114,452) - - - (114,452)
Share-based payments 16 - - - - 16,921 16,921
Total transactions with shareholders 1,384,829 61,084 - 16,921 1,462,834
At 31 December 2024 9,933,289 21,271,228 1,801,872 190,000 (26,384,677) 6,811,712
The notes form part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
2024 2023
Note £ £
Cash flow from operating activities
Loss for the year before tax (2,000,756) (1,785,545)
Depreciation 10 5,409 7,317
Expenses settled in shares 8,612 32,484
Loss on disposal of property, plant and equipment 187 1,770
Finance income (5) (2)
Foreign exchange differences (8,324) (40,854)
Share-based payment charge 16 16,921 -
Decrease / (increase) in trade and other receivables 12 1,719,798 (1,671,558)
Increase in trade and other payables 17 304,172 97,949
Net cash inflow/ (outflow) from operating activities 62,662 (3,358,439)
Cash flow from investing activities
Exploration expenditure 9 (979,962) (681,668)
Acquisition of property, plant and equipment 10 (20,377) (2,147)
Property, plant and equipment sale proceeds - 1,837
Interest received 5 2
Net cash used in investing activities (1,000,334) (681,976)
Cash flow from financing activities
Proceeds from issuance of ordinary shares 14 1,551,753 4,380,286
Share issuance costs 14 (114,451) (323,551)
Net cash generated from financing activities 1,437,302 4,056,735
Net increase in cash and cash equivalents 499,630 16,320
Cash and cash equivalents at the beginning of the year 13 436,575 420,255
Cash and cash equivalents at the end of the year 936,205 436,575
The notes form part of these financial statements.
COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
2024 2023
Note £ £
Cash flow from operating activities
Loss for the year before tax (414,184) (3,909,432)
Depreciation 10 374 554
Expenses settled in shares 8,612 32,484
Expected credit losses 12 (1,056,972) 2,437,689
Share-based payment charge 16,921 -
Decrease / (increase) in trade and other receivables 12 1,573,625 (1,564,027)
Increase in trade and other payables 17 353,191 41,906
Net cash inflow / (outflow) from operating activities 481,567 (2,960,826)
Cash Flow from investing activities
Acquisition of property, plant and equipment 10 - (1,940)
Net cash used in investing activities - (1,940)
Cash flow from financing activities
Repayment of related party loans (2,344,488) (705,355)
Proceeds from issuance of ordinary shares 14 1,551,753 4,380,286
Share issuance costs 14 (114,451) (323,551)
Net cash (used in)/ generated from financing activities (907,186) 3,351,380
Net (decrease) / increase in cash and cash equivalents (425,619) 388,614
Cash and cash equivalents at the beginning of the year 13 425,619 37,005
Cash and cash equivalents at the end of the year - 425,619
The notes form part of these financial stateme
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER
2024
1 Reporting entity
Rockfire Resources plc is a public limited company, quoted on AIM and
incorporated in England and Wales.
The Group's principal activities continue to be that of the exploration for
base metals, precious metals and critical minerals in Molaoi, Greece and
Queensland, Australia.
2 Adoption of new and revised standards
(i) New and amended standards, and interpretations issued and effective for
the financial year beginning 1 January 2024
The following new standards, amendments and interpretations are effective for
the first time in these financial statements. However, none has had a material
impact on the financial statements:
Standard Effective date
Amendments to IAS 1 - Classification of Liabilities as Current or Non-current 1 January 2024
(ii) New standards, amendments and interpretations in issued but not yet
effective
At the date of approval of these financial statements, the following standards
and interpretations which have not been applied in these financial statements
were in issue but not yet effective: (and in some cases not yet adopted by the
UK):
Standard Effective date
IFRS S1 - General Requirements for Disclosure of Sustainability-related 1 January 2024
Financial Information*;
IFRS S2 - Climate-related financial disclosures*; 1 January 2024
Amendments to IAS 21 Lack of exchangeability; 1 January 2025
Annual Improvements to IFRS Accounting Standards - Volume 11; 1 January 2026
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of 1 January 2026
financial instruments*; and
IFRS 18 - Presentation and Disclosure in Financial Statements*. 1 January 2027
* Subject to UK endorsement
The Directors do not expect that the adoption of these standards will have a
material impact on the financial statements of the Group or Company in future
periods.
3 Basis of preparation and significant accounting
policies
a) Basis of preparation
These financial statements have been prepared in accordance with UK-adopted
international accounting standards and with the requirements of the Companies
Act 2006. The Financial statements are prepared under the historical cost
convention as modified by the measurement of certain financial instruments at
fair value.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's and Company's
accounting policies.
b) Basis of consolidation
Subsidiaries are entities controlled by the Group. Control is achieved when
the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its
power over the investee. Specifically, the Group controls an investee if, and
only if, the Group has:
· Power over the investee (i.e., existing rights that give it the
current ability to direct the relevant activities of the investee);
· Exposure, or rights, to variable returns from its involvement
with the investee; and
· The ability to use its power over the investee to affect its
returns.
Generally, when the Group has less than a majority of the voting or similar
rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
· The contractual arrangement(s) with the other vote holders of the
investee;
· Rights arising from other contractual arrangements; and
· The Group's voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Subsidiaries are fully consolidated from the date that
control commences until the date that control ceases. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group. Intra-group balances and any unrealised gains
or losses or income or expenses arising from intra-group transactions are
eliminated in preparing the Group financial statements.
b) Functional and presentation currency
These consolidated financial statements are presented in GB pounds sterling
(GBP), which is the Company's functional currency.
c) Going concern
The Company has prepared a cash flow forecast to 30 June 2026 which supports
the Directors' expectation that the Group has adequate resources to continue
in operational existence for a period of not less than 12 months from the date
of signing these financial statements. This cash flow forecast assumes that
the exploration programmes, including minimum expenditure commitments, will
only continue with additional equity funding secured by the Group. This
additional funding is not guaranteed.
Equity markets continue to be challenging, and these conditions indicate the
existence of a material uncertainty related to events or conditions that may
cast significant doubt on the Group's and Company's ability to continue as a
going concern. However, to date the Group has been successful in securing
funding when required.
On 16 September 2024, the Company announced that it had successfully completed
a placing of new ordinary shares in the Company, raising gross proceeds of
£0.53 million, which comprised 450,000,000 new ordinary shares of 0.1 pence
each in the Company through Placing and Subscription shares and 81,754,000 new
ordinary shares of 0.1 pence each through a Retail Offer
Additionally, on 6 December 2024, the Company announced a further placing of
550,000,000 new ordinary shares at 0.12 pence per share, and on 11 December
2024 confirmed that a Retail Offer resulted in the issue of 300,000,000 new
ordinary shares at the same price. In total, the December 2024 fundraise
raised gross proceeds of approximately £1.02 million. Funds will also
contribute to on-going working capital requirements of the Company.
As such, the financial statements have been prepared assuming the Group and
Company will continue as a going concern.
The Directors believe the Group will generate sufficient working capital and
cash flows to continue in operational existence and will have the ongoing
support of its shareholders, if required, for the foreseeable future. These
financial statements do not include the adjustments that would be required if
the Group and Company could not continue as a going concern.
e) Business combinations
The Group applies the acquisition method in accounting for business
combinations, in accordance with IFRS 3. The consideration transferred to
obtain control of a subsidiary is measured as the fair value of the assets
transferred, liabilities incurred, and equity instruments issued by the Group
at the acquisition date. This includes the fair value of any contingent
consideration arrangement. The consideration is compared with the fair value
of the identifiable net assets acquired. Acquisition-related costs are
expensed as incurred.
At the acquisition date, contingent consideration is recognised at its fair
value as part of the total consideration transferred. After the acquisition
date, changes in the fair value of contingent consideration that are
classified as financial liabilities are recognised in profit or loss in
accordance with IFRS 9. Adjustments made within the 12-month measurement
period are reflected as revisions to the original acquisition accounting.
However, any changes arising after the measurement period are not adjusted,
but instead recognised directly in the income statement.
f) Property, plant and equipment
Items of property, plant and equipment are stated at historical cost less
accumulated depreciation.
Depreciation is provided at the following annual rates in order to write off
each asset over its estimated useful life.
· Motor vehicles
- 20% straight line
· Office equipment
- 25% straight line
· Building improvements
- 10% straight line
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at each balance sheet date.
g) Intangible assets - exploration costs
Exploration costs comprise costs associated with the acquisition of mineral
rights and mineral exploration and are capitalised as intangible assets
pending the feasibility of the project. They also include certain
administrative costs that are allocated to the extent that those costs can be
related directly to exploration activities.
If an exploration project is deemed successful based on feasibility studies,
the related expenditure is transferred to development and production assets
and amortised over the estimated useful life of the ore reserves on a unit of
production basis. Where a project is abandoned or considered to be no longer
economically viable, the related costs are written off to profit or loss.
To date, the Group has not progressed to the development and production stage
in any area of operation.
h) Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that
an asset may be impaired. If any such indication exists, or when annual
impairment testing for an asset is required, the Group estimates the asset's
recoverable amount. An asset's recoverable amount is the higher of an assets
or cash-generating unit's fair value less costs to sell and its value in use
and is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent from those of other assets or groups
of assets. Where the carrying value of an asset exceeds its recoverable
amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks
specific to the asset. In determining fair value less costs to sell, an
appropriate valuation model is used.
Exploration projects at an early stage of development are assessed under the
following areas, in accordance with the criteria contained within IFRS 6, for
circumstances that may indicate the existence of impairment:
· The Group's right to explore in an area has expired, or will
expire in the near future without renewal;
· No further exploration or evaluation is planned or budgeted;
· A decision has been taken by the Board to discontinue exploration
and evaluation in an area due to the absence of a commercial level of
reserves; or
· Sufficient data exists to indicate that the book value will not
be fully recovered from future development.
Impairment losses of continuing operations are recognised in profit or loss in
those expense categories consistent with the function of the impaired asset.
For impaired assets, an assessment is made at each reporting date as to
whether there is any indication that previously recognised impairment losses
may no longer exist or may have decreased. If such indication exists, the
Group makes a revised estimate of recoverable amount. A previously recognised
impairment loss is reversed only if there has been a change in the estimates
used to determine the asset's recoverable amount since the last impairment
loss was recognised. If that is the case the carrying amount of the asset is
increased to its recoverable amount. That increased amount cannot exceed the
carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised for the asset in prior years.
i) Financial instruments
Financial assets
Classification
The Group classifies its financial assets at amortised cost. Financial assets
do not comprise prepayments. Management determines the classification of its
financial assets at initial recognition. The classification of financial
assets at initial recognition that are debt instruments depends on the
financial asset's contractual cash flow characteristics and the business model
for managing them. In order for a financial asset to be classified and
measured at amortised cost it needs to give rise to cash flows that are solely
payments of principal and interest (SPPI) on the principal amount outstanding.
Amortised cost
The Group's financial assets held at amortised cost comprise trade and other
receivables and cash and cash equivalents in the statement of financial
position. These assets are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They arise
principally through the provision of goods and services to customers (e.g.,
trade receivables), but also incorporate other types of contractual monetary
asset. They are initially recognised at fair value plus transaction costs that
are directly attributable to their acquisition or issue and are subsequently
carried at amortised cost using the effective interest method, less provision
for impairment.
Impairment of financial assets
An impairment provision is recognised when there is objective evidence of a
default event (e.g., significant financial difficulties on the part of the
counterparty or default or significant delay in payment) such that the Group
may be unable to collect all of the amounts due under the terms receivable,
the amount of such a provision being the difference between the net carrying
amount and the present value of the future expected cash flows associated with
the impaired asset.
Impairment provisions for trade receivables and other receivables are
recognised based on the simplified approach within IFRS 9 using lifetime
expected credit losses (ECLs). During this process the probability of
non-payment of receivables is assessed. This probability is then multiplied by
the amount of expected loss arising from the default to determine the ECL.
Financial liabilities
The Group classifies its financial liabilities in the category of financial
liabilities at amortised cost, or when the Group becomes party to the
contractual provisions these are initially measured at fair value. All
financial liabilities are recognised in the statement of financial position
when the Group becomes a party to the contractual provision of the instrument.
Trade and other payables and borrowings are included in this category.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the statement of comprehensive income over the period
of the borrowings using the effective interest method.
Borrowings are de-recognised from the balance sheet when the obligation
specified in the contract is discharged, is cancelled or expires. The
difference between the carrying amount of a financial liability that has been
extinguished or transferred to another party and the consideration paid,
including any non-cash assets transferred or liabilities assumed, is
recognised in profit or loss as other operating income or finance costs.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting period.
Trade and other payables
Trade and other payables are initially recognised at fair value and
subsequently measured at amortised cost using the effective interest method.
Accounts payable are classified as current liabilities if payment is due
within one year or less. If not, they are presented as non-current
liabilities.
j) Provisions
A provision is recognised in the balance sheet when the Group has a present
legal or constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefit will be required to settle the
obligation. If the effect is material, provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects the
current market assessment of the time value of money and where appropriate,
the risks specific to the liability.
k) Current and deferred tax
Tax represents the sum of current and deferred tax.
Tax payable or receivable is based on taxable profit or loss for the year.
Taxable profit or loss differs from accounting profit or loss as reported in
the consolidated statement of comprehensive income because it excludes items
of income or expense that are taxable or deductible in other years and further
excludes items that are never taxable or deductible. Current tax is measured
using tax rates that have been enacted or substantively enacted by the
reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that future taxable profits will be available, against which
deductible temporary differences can be utilised.
l) Pensions
Pension costs charged in the financial statements represent the contributions
payable by the Group during the year into defined contribution pension
schemes.
m) Foreign currencies
The individual financial statements of each Group entity are presented in the
currency of the primary economic environment in which the entity operates (its
functional currency). For the purpose of the financial statements, the results
and financial position of each entity are expressed in GBP.
In preparing the financial statements of the individual entities, transactions
in currencies other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary items denominated in
foreign currencies are retranslated at the rates prevailing at the balance
sheet date. Exchange differences arising on the settlement of monetary items
and on the retranslation of monetary items are included in the statement of
comprehensive income for the period.
For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's foreign operations are expressed in GBP using
exchange rates prevailing at the balance sheet date. Income and expense items
are translated at the average exchange rates for the period. Exchange
differences arising, if any, are classified as other comprehensive income and
are transferred to the Group's translation reserve.
When the settlement of a monetary item receivable from or payable to a foreign
operation is neither planned nor likely in the foreseeable future, foreign
currency gains and losses arising from such items are considered to form part
of a net investment in the foreign operation and are recognised in other
comprehensive income and presented in the exchange reserve in equity.
n) Investments
Investments held as non-current assets comprise investments in subsidiary
undertakings and are stated at cost less any provision for impairment.
o) Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of ordinary shares are recognised as a deduction
from equity, net of any tax effects.
p) Share-based payments
The Group makes equity-settled share-based payments to certain Directors and
employees. Equity-settled share-based payments are measured at fair value at
the date of grant by reference to the fair value of the equity instruments
granted.
The fair value determined at the grant date of equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based
on the Group's estimate of the number of instruments that will eventually vest
with a corresponding adjustment to equity. Fair value is measured by use of
the Black Scholes model. The expected life used in the model has been
adjusted, based on management's best estimate, for the effect of
non-transferability, exercise restrictions, and behavioural considerations.
Non-vesting and market vesting conditions are taken into account when
estimating the fair value of the option at grant date. Service and non-market
vesting conditions are taken into account by adjusting the number of options
expected to vest at each reporting date.
q) Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning the future. The resulting
estimates will, by definition, seldom equal the actual results. 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. Certain amounts included in the
financial statements involve the use of judgement and/or estimation. These
judgements and estimates are based on management's best knowledge of the
relevant facts and circumstances, but actual results may differ from the
amounts included in the financial statements. The Board has considered the
critical accounting estimates and assumptions used in the financial statements
and concluded that the areas of judgement that have the most significant
effect on the amounts recognised in the financial statements are as set out
below.
Recoverability of deferred exploration costs
All costs directly attributable to exploration are capitalised on a project
basis, pending a decision on the economic feasibility of the project. The
capitalisation of such costs gives rise to an intangible asset in the
consolidated and parent company statements of financial position. Exploration
costs are capitalised where it is considered likely that the amount will be
recovered by future exploitation, sale or alternatively where the activities
have not reached a stage which permits a reasonable assessment of the
existence of reserves. This requires management to make estimates and
assumptions as to the future events and circumstances, especially in relation
to whether an economically viable extraction operation can be established.
Such estimates are subject to change and should it become apparent that
recovery of the expenditure is unlikely, the relevant amount is written off in
the statement of comprehensive income. Refer to Note 9 for further details on
capitalised exploration costs.
Receivables from Group undertakings
The Company makes assumptions when implementing the forward-looking ECL model.
This model is used to assess intercompany loans for impairment.
Estimates are made regarding the credit risk and the underlying probability of
default in each of the credit loss scenarios. The scenarios identified by the
Company are production, divestment, fire-sale and failure. The Directors make
judgements on the expected likelihood and outcome of each of the scenarios,
and these expected values are applied to the loan balances.
Estimates are made regarding the credit risk and the underlying probability of
default in each of the credit loss scenarios. The scenarios identified by the
Company are production, divestment, fire-sale and failure. The Directors make
judgements on the expected likelihood and outcome of each of these scenarios,
and these expected values are applied to the loan balances. In the year ended
31 December 2024, the ECL provision was reduced materially in respect of
balances held with BGM Investments Pty Ltd as per Note 19. Management reviewed
the ECL assessment as at 31 December 2024 and concluded that, due to the
significant increase in copper prices in late 2024, there is now a stronger
market outlook. This has led to renewed investment in copper-related projects
and, as a result, a higher expectation of future return on expenditure
compared to prior periods.
4 Segmental reporting
During the year, the Group had one business segment which was exploration for
base metals, precious metals, and critical minerals. Accordingly, no segmental
analysis is appropriate.
5 Staff costs
Number of employees
The monthly average number of employees (excluding Directors) of the Group
during the year was:
2024 2023
No. No.
Professional 3 2
Employment costs (excluding directors) 2024 2023
£ £
Wages and salaries 121,801 91,467
Total 121,801 91,467
Directors' emoluments
2024
Short-term benefits Post-employment benefits Fees settled in shares Total
£ £ £ £
David Price 190,232 20,347 10,000 220,579
Gordon Hart 169,326 16,727 - 186,053
Ian Staunton 44,186 - - 44,186
Patrick Elliott 44,186 - 3,076 47,262
Nicholas Walley 44,186 - - 44,186
Thomas Geissler 14,647 - - 14,647
Total 506,763 37,074 13,076 556,913
Thomas Geissler was appointed as a Director on 5 July 2024 and resigned on 15
October 2024.
Fees settled in shares relate to remuneration received in ordinary shares in
the Company.
2023
Short-term benefits Post-employment benefits Total
£ £ £
David Price 188,457 19,114 207,571
Gordon Hart 126,507 10,831 137,338
Ian Staunton 36,547 - 36,547
Patrick Elliott 32,841 - 32,841
Nicholas Walley 36,547 - 36,547
Total 420,899 29,945 450,844
The key management personnel of the Group are considered to be the Directors.
6 Operating loss
Operating loss is stated after charging:
2024 2023
£ £
Fees payable to the Group auditor for the audit of the Group and Company 35,220 29,350
financial statements
Fees payable to the Group auditor for taxation services 2,940 2,500
Other fees payable to the Group auditor 39,000 110,000
7 Taxation
2024 2023
£ £
Factors affecting tax charge for the year
Loss on ordinary activities before taxation (2,000,756) (1,785,545)
Loss on ordinary activities at the UK standard rate (500,189) (419,603)
Effects of:
UK carried forward losses 381,634 345,761
Non-deductible expenses 4,446 99
Losses of overseas subsidiaries carried forward 114,109 73,743
Current tax charge - -
Corporation tax for the year ended 31 December 2024 was calculated using a tax
rate of 25 per cent. (2023: marginal tax rate 23.5%).
The Group has estimated UK tax losses of approximately £7,522,039 (2023:
£6,928,732), and losses of overseas subsidiaries approximately £1,633,514
(2023: £1,356,259) available to carry forward against future trading profits.
The Group has not recognised a deferred tax asset on any losses carried
forward due to the uncertainty of future profits.
8 Earnings per share
2024 2023
£ £
Loss for the purpose of basic and diluted loss per share (2,000,756) (1,785,545)
Weighted average number of ordinary shares for the purpose of basic and 2,763,537,649 1,865,306,230
diluted loss per share
Loss per share - basic and diluted (pence) (0.07) (0.10)
Basic EPS is calculated by dividing the loss attributable to equity holders of
the Company by the weighted average number of ordinary shares in issue during
the year. Diluted EPS is calculated by adjusting the weighted average number
of ordinary shares outstanding to assume conversion of all dilutive potential
ordinary shares. The Company, being loss making in both this year and the
comparative period would mean that any exercise would be anti-dilutive.
9 Intangible assets
Group Exploration costs
£
At 1 January 2023 4,451,118
Additions 681,668
Foreign exchange differences (160,170)
At 31 December 2023 4,972,616
At 1 January 2024 4,972,616
Additions 979,962
Foreign exchange differences (295,203)
At 31 December 2024 5,657,375
As at 31 December 2024, the Group had future commitments of £4,353,714 (2023:
£6,176,680) in relation to exploration projects, these commitments are not
financial obligations, but conditions of the licenses to keep in good
standing:
Minimum
spend
£
1 year 1,684,860
Later than 1 year but no more than 5 years 2,668,854
Total 4,353,714
10 Property, plant and equipment
Group Motor vehicles Office equipment Building improvements Total
£ £ £ £
Cost
At 1 January 2023 51,997 9,189 1,109 62,295
Additions - 2,147 - 2,147
Disposals (13,158) (1,150) - (14,308)
Foreign exchange differences (1,944) (311) (24) (2,279)
At 31 December 2023 36,895 9,875 1,085 47,855
At 1 January 2024 36,895 9,875 1,085 47,855
Additions 18,809 1,568 - 20,377
Disposals - (2,360) - (2,360)
Foreign exchange differences (2,928) (442) (50) (3,420)
At 31 December 2024 52,776 8,642 1,033 62,452
Depreciation
At 1 January 2023 15,847 8,125 - 23,972
Charge for the year 5,834 1,367 116 7,317
Depreciation capitalised (9,551) (1,150) - (10,701)
Foreign exchange differences (702) (277) 2 (977)
At 31 December 2023 11,428 8,065 118 19,611
At 1 January 2024 11,428 8,065 118 19,611
Charge for the year 4,652 651 106 5,409
Disposals - (2,172) - (2,172)
Foreign exchange differences (876) (399) (8) (1,283)
At 31 December 2024 15,204 6,145 215 21,564
Net book value
At 31 December 2023 25,467 1,810 967 28,244
At 31 December 2024 37,573 2,497 818 40,888
Company Office equipment Total
£ £
Cost
At 1 January 2023 1,150 1,150
Additions 1,940 1,940
Disposals (1,149) (1,149)
At 31 December 2023 1,941 1,941
At 1 January 2024 1,941 1,941
Additions - -
Disposals - -
At 31 December 2024 1,941 1,941
Depreciation
At 1 January 2023 1,041 1,041
Charge for the year 554 554
Disposals (1,150) (1,150)
At 31 December 2023 445 445
At 1 January 2024 445 445
Charge for the year 374 374
At 31 December 2024 819 819
Net book value
At 31 December 2023 1,496 1,496
At 31 December 2024 1,122 1,122
11 Investments
Company 2024 2023
£ £
Investments 1,030,640 1,030,640
The Group's subsidiary undertakings at 31 December 2024, were as follows:
Entity name Proportion held Class of shareholding Nature of business Country of incorporation Registered office
BGM Investments Pty Limited 100% Ordinary Exploration Australia c/o MGD Financial Pty Ltd
175 Melbourne Street, South Brisbane, QLD 4101, Australia.
Hellenic Minerals SA 100% Ordinary Exploration Greece Philellinon No 9, Alexandroupoli, 68131, Greece.
A wholly owned subsidiary, Rockfire Commodities DMCC was incorporated on 25
June 2024, and subsequently dissolved on 30 October 2024. The registered
address of the company was Unit 5403, ALMAS Tower, Plot No JLT-PH1-A0,
Jumeirah Lakes Towers, Dubai, United Arab Emirates.
12 Trade and other receivables
Current 2024 2023
Group £ £
Other receivables 65,491 1,732,419
2024 2023
Company £ £
Amounts owed by Group undertakings 6,230,569 2,829,109
Other receivables 34,776 1,608,402
Total 6,265,346 4,437,511
Receivables due from Group undertakings are net of cumulative ECLs of
£2,085,608 (2023: £3,142,580).
As at 31 December 2024 other receivables comprise of materially standard
prepayments. In the prior year, other receivables also included an amount of
£1,568,744, relating to US$2,000,000, which was the initial consideration for
10% shareholding in Emirates Gold DMCC and Emperesse Bullion LLC paid in
September 2023. This transaction did not complete due to the Foreign,
Commonwealth & Development Office of the United Kingdom imposing sanctions
on Paloma Precious DMCC and therefore Rockfire withdrew from the agreement.
The full amount of US$2,000,000 was due back to the Company and was received
in full on 1 February 2024.
Non - Current 2024 2023
Group £ £
Other receivables 73,591 94,301
The other receivables balance of £73,591 (2023: £94,301) relates to deposits
held in respect of a guarantee given to the Greek Government which expires in
2028.
13 Cash and cash equivalents
2024 2023
Group £ £
Cash and cash equivalents 936,205 436,575
Company
Cash and cash equivalents - 425,619
During the year ended 31 December 2024, the Directors made the decision to
manage the majority of the working capital cash balances of the Group within
BGM Investments Pty Limited, rather than the Company. This was due to better
efficiencies and rates available.
14 Share capital
Group and Company
Issued share capital 2024 2023
No. No.
Deferred shares of £0.099 each 51,215,534 51,215,534
Ordinary shares of £0.001 each 3,937,620,625 2,552,791,046
Ordinary Shares
2024 2023
Number Number
Allotted, called up and fully paid
At 1 January 2,552,791,046 1,439,739,067
Issued for cash 1,381,754,000 1,100,000,000
Issued in settlement of fees 3,075,579 13,051,979
At 31 December 3,937,620,625 2,552,791,046
Share Capital
2024 2023
£ £
Allotted, called up and fully paid
At 1 January 8,548,460 7,435,409
Issued for cash(1) 1,381,754 1,100,000
Issued in settlement of fees 3,075 13,051
At 31 December 9,933,289 8,548,460
(1)In the year ended 31 December 2024 includes issue costs of £114,452 (2023:
£323,551), which has been deducted from share premium.
Share Premium
2024 2023
£ £
At 1 January 21,210,144 18,233,976
Share issues 175,536 3,299,719
Expenses relating to share issue (114,452) (323,551)
At 31 December 21,271,228 21,210,144
The nominal value of the issued share capital includes a cumulative foreign
exchange difference of £925,332 which crystallised in 2017 when the Group's
functional and presentational currency was changed from US$ to GBP.
15 Reserves
Share premium
The share premium account represents amounts subscribed for share capital in
excess of nominal value, net of directly attributable issue costs.
Foreign exchange reserve
Cumulative gains and losses on translating the net assets of overseas
operations to the presentation currency.
Merger relief reserve
The balance on the merger relief reserve represents the fair value of the
consideration given in excess of the nominal value of the ordinary shares
issued as consideration on the acquisition of Hellenic.
Other reserves
Represents the reserve arising from a share for share exchange as part of a
group reorganisation in 2011.
Retained deficit
Cumulative realised losses of the Group.
16 Share options and warrants
Share options
2024 2023
Options Weighted Options Weighted
average exercise average exercise
price price
No. £ No. £
Outstanding at 1 January 36,000,000 0.02 54,000,000 0.02
Granted during the year 57,000,000 0.003 - -
Lapsed during the year (36,000,000) 0.02 (18,000,000) 0.02
Outstanding at 31 December 57,000,000 0.003 36,000,000 0.02
Exercisable at 31 December 57,000,000 0.003 36,000,000 0.02
The weighted average life of the outstanding and exercisable options was 2
years 358 days (2023: 57 days).
Share options are provided to those Directors responsible for delivering the
Group's strategy and to attract and retain the best executive management
talent. This ensures alignment of the interests of management directly with
those of shareholders. On 19 December 2024, the Company granted 57,000,000
options over new ordinary shares. The options were granted at an exercise
price of 0.32 pence per ordinary share, being double the mid-market closing
price on 19 December 2024 of 0.155 plus 0.01 pence, in accordance with the
terms of the Directors' service agreements. The options have a term of three
years, vests immediately, and any unexercised options will expire at on 19
December 2027.
The fair value of the options granted during the year was calculated using the
Black Scholes Model with the following assumptions:
Risk free interest
rate
4.22%
Expected
volatility
51.000%
Expected dividend
yield
0.000%
Life of
option
3 years
Share price at measurement date £0.0016
During the year ended 31 December 2024 £16,921 (2023: £Nil) has been
recognised as a share-based expense in the statement of comprehensive income
related to the grant of share options.
The options that lapsed in the period relate to 36,000,0000 options granted on
26 February 2021 which were exercisable up to three years from the date of
grant.
Share options held by Directors were as follows:
2024 2023
No. No.
David Price 15,000,000 10,000,000
Gordon Hart 15,000,000 10,000,000
Ian Staunton 9,000,000 -
Patrick Elliot 9,000,000 -
Nicholas Walley 9,000,000 -
17 Trade and other payables
2024 2023
Group £ £
Trade payables 24,202 29,546
Other payables 495,712 71,507
Accruals 41,061 120,965
Total 560,975 222,018
2024 2023
Company £ £
Trade payables 25,544 14,771
Other payables 421,719 17
Accruals 38,132 117,416
Total 485,395 132,204
Included in other payables is deferred consideration payable of £399,700
(2023: £Nil) to the vendors of Hellenic Minerals S.A.
On 4 September 2024 the Company announced it had achieved the minimum JORC
resource of 400,000 tonnes of zinc-equivalent metal content. This achievement
triggered the deferred consideration amounting to £100,000 payable in cash
and £299,700 payable in the ordinary shares, to be issued at a 5% discount to
the 5-day VWAP share price at the date of announcement.
On 6 March 2025, the Company issued a total of 185,000,000 new ordinary shares
of 0.1 pence at an issue price of 0.162 pence per share in respect of the
share element of the deferred consideration. David Price, in accordance with
the sale and purchase agreement, was entitled to 50% of the deferred
consideration. David Price elected to receive his portion of the share
allotment (being 72,500,000 ordinary shares) but deferred his portion of the
cash component (being £50,000) until a later time. The £50,000 due to the
remaining vendors of Hellenic was settled after the period end.
18 Financial instruments
In common with other businesses, the Group is exposed to risks that arise from
its use of financial instruments. This note describes the Group's objectives,
policies and processes for managing those risks and the methods used to
measure them. Further quantitative information in respect of these risks is
presented throughout these financial statements.
The significant accounting policies regarding financial instruments are
disclosed in Note 3.
The Group does not have any derivative products or any long-term borrowings.
The Group is not exposed to interest-bearing indebtedness. The exploration
activities of the Group are financed by the proceeds of share issues.
Principal financial instruments
The principal financial instruments at amortised cost used by the Group, from
which financial instrument risk arises, are as follows:
2024 2023
Group £ £
Financial assets
Cash and cash equivalents 936,205 436,575
Trade and other receivables 36,071 1,826,720
Total 972,276 2,263,295
Financial liabilities
Trade payables 24,202 29,546
Other payables 495,712 71,507
Total 519,914 101,053
Company
Financial assets
Cash and cash equivalents - 425,619
Trade and other receivables 6,232,306 4,437,511
Total 6,232,306 4,863,130
Financial liabilities
Trade payables 25,544 14,771
Other payables 421,719 17
Total 447,263 14,788
The Directors consider that the fair value of the above financial instruments
is equal to the carrying values.
General objectives, policies and processes
The Directors have overall responsibility for the determination of the Group's
risk management objectives and policies. The Board regularly reviews the
effectiveness of the processes put in place and the appropriateness of the
objectives and policies it sets.
The overall objective of the Directors is to set policies that reduce risk as
far as possible without unduly affecting the Group's competitiveness and
flexibility.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The carrying amount of financial assets represents the maximum
credit exposure. The maximum exposure to credit risk at the reporting date was
as follows:
2024 2023
Group £ £
Financial assets
Cash and cash equivalents 936,205 436,575
Trade and other receivables 36,071 1,826,720
Total 972,276 2,263,295
Company
Financial assets
Cash and cash equivalents - 425,619
Trade and other receivables 6,232,306 4,437,511
Total 6,232,306 4,863,130
Liquidity risk
Liquidity risk relates to the ability of the Group to meet future obligations
and financial liabilities. To date the Group has relied upon shareholder
funding of its activities. Future exploration and development activities is
dependent upon the Group's ability to obtain further financing through equity
financing or other means.
The following table shows the Group's financial liabilities:
2024 2023
Group £ £
Financial liabilities
Trade payables 24,202 29,546
Other payables 495,712 71,507
Total 519,914 101,053
Company
Financial liabilities
Trade payables 25,544 14,771
Other payables 421,719 17
Total 447,263 14,788
The financial statements have been prepared on a going concern basis and note
3(d) provides further information in this regard.
Foreign currency risk
Foreign currency risk refers to the risk that the value of a financial
commitment, recognised asset or liability will fluctuate due to changes in
foreign currency rates.
The Group operates in Australia and Greece. As such the Group is exposed to
transaction foreign exchange risk. The mix of currencies and terms of trade
with its suppliers are such that the Directors believe that the Group's
exposure is minimal and consequently they have not, to date, specifically
sought to hedge that exposure. Most of the Group's funds are in GBP with only
sufficient funds held overseas to meet local costs. The Group and Company's
net exposure to foreign currency risk at the reporting date is as follows:
Group Company
Net foreign currency financial (liabilities)/assets Year Year Year Year
ended 31 December 2024 ended 31 December 2023 ended 31 December 2024 ended 31 December 2023
£ £ £ £
US Dollars - 1,700,215 - 1,652,483
EURO 80,156 193,010 - 47,732
AUD (9,545) (11,111) - 2,733
70,611 1,882,114 - 1,702,948
Sensitivity analysis
The following table details the impact of changes in foreign exchange rates on
financial assets and liabilities at the balance sheet date, illustrating the
(decrease)/increase in Group operating result caused by a 10 per cent
strengthening of GBP compared to the year-end spot rate. The analysis assumes
that all other variables remain constant.
Profit or loss Equity
Net foreign currency financial Year Year Year Year
(liabilities)/assets ended 31 December 2024 ended 31 December 2023 ended 31 December 2024 ended 31 December 2023
£ £ £ £
US Dollars - (170,022) - (170,022)
Euros (8,016) (19,301) (8,016) (19,301)
AUD 954 1,111 954 1,111
(7,061) (188,212) (7,061) (188,212)
Commodity price risk
Commodity price risk is the risk that the Group's future earnings will be
adversely impacted by changes in the market prices of commodities. The Group
is not currently exposed to commodity price risk, but future revenues will be
determined by reference to market commodity prices.
Capital management
The Group's objectives when managing capital is to maintain its ability to
continue as a going concern in order to provide returns for shareholders and
benefits for other stakeholders and to ensure sufficient resources are
available to meet day to day operating requirements. The Group defines capital
as 'equity' and 'cash' as shown in the consolidated statement of financial
position. As at 31 December 2024 the Group held equity and cash balances of
£6,773,550 and £936,205 (2023: £7,264,155 and £436,575), respectively. The
Board takes full responsibility for managing the Group's capital and does so
through Board meetings and reviews of financial information.
The Group's policy is to invest its cash in deposits with high credit worthy
financial institutions with short term maturity.
19 Related party transactions
During the year, the Company advanced funds to BGM Investments Pty Ltd
totalling £1,100,531 (2023: £426,347). The loan is repayable in GBP on
demand and as at 31 December 2024, £5,507,655 (2023: £4,407,424) was
outstanding. A cumulative expected credit loss provision of £1,945,091 (2023:
£2,985,943) has been recognised at the year-end in respect of the loan.
During the year, the Company advanced funds to Hellenic Minerals S.A.
totalling £473,271 (2023: £984,291) The loan is repayable in GBP on demand
and as at 31 December 2024 £2,037,906 (2023: £1,564,635) was outstanding. A
cumulative expected credit loss provision of £140,516 (2023: £156,637) has
been recognised at the year-end in respect of the loan.
During the year, the Company advanced funds to Rockfire Commodities DMCC
totalling £315,088. The full amount of this loan was written off by the
Company on 30 October 2024 due to Rockfire Commodities DMCC being dissolved on
this date, the loan write off was included within operating expense of the
Company. As at the 30 October 2024 the loan was made up of salary costs
totalling £152,431, professional and legal expenses of £139,283, and
£23,374 of other expenses.
On 4 September 2024, the Company met the technical milestone that triggered
the final tranche payment to the vendors of Hellenic Minerals S.A. This
deferred consideration comprised 185,000,000 ordinary shares issued at 0.0162p
per share and a cash payment of £100,000. In accordance with the sale and
purchase agreement, David Price became entitled to receive 72,500,000 ordinary
shares in the Company and a £50,000 cash payment. The shares were issued on 6
March 2025, but David Price elected to defer his portion of the cash component
until a later date.
20 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 Plateau for 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 31 December 2024 these tenements accounted for £1,447,726
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 as Sunshine Gold Limited reaches a
milestone, Sunshine Gold Limited will have a participating interest in the
tenements of 0%.
Stage Milestone Total participating interest earned by Sunshine at end of stage Time frame
1 Sunshine Gold Limited has sole funded AUD $600,000 in expenditure. 40% Maximum of 1 year from execution date being 20 January 2024.
2 Sunshine Gold Limited has sole funded a further AUD $600,000 in expenditure. 51% Maximum of 2 years from execution date being 20 January 2025.
3 Sunshine Gold Limited has sole funded a further AUD $1,000,000 in expenditure. 75% Maximum of 3 years from execution date being 20 January 2026.
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 31 December 2024 Sunshine Gold Limited had spent £71,853 in respect of
the JV meaning none of the expenditure thresholds had been met in regard to
Stage 1 which completed on 20 January 2024. As the stages are independent, as
at 31 December 2024 the Company had not yet met the thresholds for Stage 2 or
3. As such Sunshine Gold Limited holds a 0% participating interest in the
tenement EPM25617 and the adjoining tenement EPM26705 at 31 December 2024.
21 Ultimate controlling party
The Directors do not consider there to be one ultimate controlling party
22 Subsequent events
On 21 February 2025, the Company granted 175,000,000 share options to the
Directors at an exercise price of 0.25 pence per share, in accordance with
their service agreements. The options vested immediately and expire on 20
February 2028.
On 6 March 2025 185,000,000 new ordinary shares of 0.1 pence each in the
Company were issued to the vendors of Hellenic Minerals S.A., in respect of
the final tranche of the contingent consideration payable as part of the share
purchase agreement. This is detailed further in Note 17.
On 12 March 2025 9,821,438 new ordinary shares were issued in the Company to
Patrick Elliott in settlement of fees for his services as a Non-executive
Director of the Company for the period 1 January 2024 to 30 June 2024.
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