REG - Rockfire Resources - Final payment for acquisition of Molaoi Asset

Rockfire ResourcesAnnouncement

27/02/2025 12:15

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RNS Number : 7458Y  Rockfire Resources PLC  27 February 2025

27 February 2025

 

Rockfire Resources plc

("Rockfire" or the "Company")

Final payment for acquisition of Molaoi Asset

Director/PDMR Shareholding

Related Party Transaction

Rockfire Resources plc (LON: ROCK), the base metal, critical mineral and
precious metal exploration company, is pleased to announce that it has
successfully met the technical milestone that triggers the final tranche
payment to the vendors of Hellenic Minerals S.A. ("Hellenic"). Hellenic is a
wholly owned subsidiary of Rockfire and controls 100% ownership of a 30-year
licence to explore and mine the high-grade Molaoi Zn/Pb/Ag deposit ("Molaoi"),
located in the Hellenic Republic of Greece ("Greece").

 

This final payment is an issue of 185,000,000 new ordinary shares of 0.1 pence
each in the Company ("Ordinary Shares") at the time when Rockfire delineates a
JORC compliant zinc resource of more than 400,000 tonnes of zinc equivalent
metal content. The resource at Molaoi is currently 1,500,000 tonnes of zinc
equivalent metal content (See Rockfire's announcement dated 4 September 2024)
and the Directors of the Company believe that this resource will continue to
grow.

 

Highlights

 

·     In accordance with the terms of the acquisition of Hellenic
announced on 23 December 2021, Rockfire shall issue 185 million new Ordinary
Shares to the vendors of Hellenic, representing the final tranche payment for
the acquisition of Hellenic Minerals S.A.

·     As announced on 23 December 2021, on achieving a minimum JORC or
NI43-101 resource of 400,000 tonnes of zinc-equivalent metal content, Rockfire
shall make a 50% cash and 50% share payment of a total value of £400,000,
with Ordinary Shares being issued at a 5% discount to the 5-day VWAP share
price in Rockfire at the time of the RNS of the JORC, to Mr. Georgios Skevas
or his nominee/s. The threshold of 400,000 tonnes of zinc-equivalent metal
content was exceeded and announced in an RNS dated 4 September 2024.

·     It has subsequently been agreed with the vendors of Hellenic that
they will amend this second tranche payment to £100,000 paid in cash and
£300,000 paid in Rockfire shares, instead of 50% cash and 50% shares.

·     The Company shall issue a total of 185,000,000 Ordinary Shares at
an issue price of 0.162 pence per share. The closing share price on 4
September 2024 was 0.215 pence, resulting in a 5% discount to the 5-day volume
weighted average price ("VWAP") of 0.162 pence.

·     David Price, the Chief Executive Officer of Rockfire, first
identified the Molaoi Project in 2005 from archived scientific reports. It was
also Mr Price who identified the presence of germanium in the zinc at Molaoi.
There is an historic agreement between Hellenic and Mr Price dating back to
2005 which entitles him to a share in the proceeds from the sale of Hellenic.
In accordance with this agreement, and for the sake of transparency and
governance, Mr Price declares that he is a beneficiary of this second tranche
of the sale agreement with Rockfire. Mr. Price has elected to receive his
portion of the share allotment (being 72,500,000 Ordinary Shares) but is
deferring his portion of the cash component (being £50,000) until a later
time.

 

Admission and Total Voting Rights

 

Application has been made for the admission of the 185,000,000 new ordinary
shares to trading on AIM ("Admission").  It is anticipated that Admission
will become effective on or around 8.00 a.m. on 6 March 2025.

 

Following Admission, the total number of ordinary shares and voting rights in
the Company will be 4,122,620,625. The Company does not hold any shares in
treasury. From Admission, the above figure may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
share capital of the Company pursuant to the FCA's Disclosure Guidance and
Transparency Rules.

 

Director/PDMR Shareholding

 

On Admission, David Price will have an interest 128,850,000 Ordinary Shares,
representing approximately 3.12 per cent. of the issued share capital of the
Company. The FCA notification, made in accordance with the requirements of the
EU Market Abuse Regulation, is appended below.

 

Related party transaction

 

The variation of the second tranche consideration for Hellenic is deemed to be
a transaction with a related party pursuant to rule 13 of the AIM Rules for
Companies by virtue of the vendor, Mr. Georgios Skevas, being a director of a
subsidiary of the Company. The directors of the Company (except for David
Price who is not independent for the purposes of this transaction) consider,
having consulted with the Company's nominated adviser, Allenby Capital
Limited, that the terms of the variation of the second tranche consideration
for Hellenic are fair and reasonable insofar as the Company's shareholders are
concerned.

 

For further information on the Company, please
visit www.rockfireresources.com (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 / George Payne (Corporate Finance)
 Guy McDougall / Kelly Gardiner (Sales and Corporate Broking)

 

Notes to Editors

 

Rockfire Resources plc (LON: ROCK) is a gold, base metal and critical mineral
exploration company, with a high-grade zinc/lead/silver/germanium deposit in
Greece and a portfolio of gold/copper/silver projects in Queensland Australia.

 

§ The Molaoi deposit in Greece has a JORC Inferred Mineral Resource of 2.3
million tonnes @ 9.4 % Zn, 1.7 % Pb and 47 g/t Ag, for 250,000 tonnes of ZnEq.
This resource uses a 4% low-grade cut, and equates to 210,000 tonnes of zinc,
39,000 tonnes of lead and 3.5 million ounces of silver.

 

§ The Plateau deposit in Queensland has a JORC resource of 131,000 ounces of
gold and 800,000 ounces of silver, using a 0.5g/t Au cut off. 53,000 of these
ounces lie within the top 100m from surface. Plateau is subject to a joint
venture with ASX-listed Sunshine Metals Ltd (ASX:SHN).

 

Qualified Person Statement

 

The technical information in this announcement is based on information
compiled by Mr David Price, the Chief Executive Officer of Rockfire Resources
plc, who is a Fellow of the Australasian Institute of Mining and Metallurgy
(F.AusIMM). Mr Price has sufficient experience relevant to the style of
mineralisation and type of deposit under consideration and to the activity
which has been undertaken to qualify as a "Qualified Person" in accordance
with the AIM Rules Guidance Note for Mining and Oil & Gas Companies. Mr
Price consents to the inclusion in the announcement of the matters based on
their information in the form and context in which it appears.

 

Glossary

 

 Item      Definition
 ''Ag''    silver
 ''Ge''    germanium
 ''g/t''   grams per tonne
 ''JORC''  Joint Ore Resource Committee
 ''Pb''    lead
 "Ppm"     parts per million
 ''Zn''    zinc
 "ZnEq''   zinc equivalent

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 

  1    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                           David Price
 2     Reason for the notification
 a)    Position/status                                                Chief Executive Officer & Managing Director
 b)    Initial notification /Amendment                                Initial notification
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                           Rockfire Resources plc
 b)    LEI                                                            213800THSZQSFKTXOI24
 4     Details of the transaction(s): section to be repeated for (i) each type of

     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument    Ordinary shares of 0.1p each in Rockfire Resources plc

       Identification code

                                                                      Identification code (ISIN) for Rockfire Resources plc ordinary shares:
                                                                      GB00B42TN250

 b)    Nature of the transaction                                      Issue of Ordinary Shares
 c)    Price(s) and volume(s)                                         Price(s)       Volume(s)
                                                                       0.162 pence   72,500,000

 
 d)    Aggregated information                                          N/A

       - Aggregated volume

       - Price
 e)    Date of the transaction                                        6 March 2025
 f)    Place of the transaction                                       Outside a trading venue

 

d)

Aggregated information

- Aggregated volume

- Price

 N/A

 

e)

Date of the transaction

6 March 2025

f)

Place of the transaction

Outside a trading venue

 

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