REG - Rockfire Resources - Interim Results
29/09/2023 07:15
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230929:nRSc1471Oa&default-theme=true
RNS Number : 1471O Rockfire Resources PLC 29 September 2023
The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended.
29 September 2023
Rockfire Resources plc
("Rockfire" or the "Company" or the "Group")
Interim Results
Rockfire Resources plc (LON: ROCK), the gold and base metal exploration
company, is pleased to announce its unaudited interim results for the six
months ended 30 June 2023. The loss attributable to the shareholders of the
Company for the six months ended 30 June 2023 was £411,145, an increase of
£108,563 from the comparable period to 30 June 2022. The primary reason for
this increase is that the current period included a full six months of
expenses attributable to Hellenic Minerals SA.
As announced on 15 September 2023, the Directors of Rockfire are embarking on
an ambitious growth strategy through the acquisition of two cash-generating
and profitable companies. Rockfire is pursuing the acquisition of Emirates
Gold DMCC and Emperesse Bullion LLC, which generate income from the refining
and trading of precious metals in the United Arab Emirates. The Directors
consider the acquisitions to represent a potentially transformational, value
enhancing transaction for shareholders, which is expected to accelerate the
Company's growth strategy. As the transaction constitutes a reverse takeover
the ordinary shares in Rockfire were suspended from trading on AIM on 15
September and will remain suspended until the publication of an admission
document or an announcement that the proposed transaction is not proceeding.
The Company's exploration activities have pivoted towards its base metal and
critical mineral Molaoi zinc-lead-silver-germanium deposit ("Molaoi") in
Greece, at a time when commodity prices have materially increased. The Board
believes the timing of higher commodity prices and exploration drilling at the
Company's 100%-owned Molaoi deposit, within the strategic EU country of
Greece, are combining to Rockfire's advantage.
Rockfire project portfolio
Molaoi Zinc-Lead-Silver-Germanium Deposit, Peloponnese, Greece
On 23 January 2023, the Company announced exploration results from Rockfire's
first geotechnical drill hole at Molaoi (MO_GTK_001). This first hole was
drilled halfway between historical drill holes to provide sufficient sample
for geotechnical test work. Historical drilling encountered several possible
parallel lodes and MO_GTK_001 confirms that Molaoi comprises multiple lodes
and perhaps as many as four stacked, high-grade lodes.
·MAIN LODE 13.4% ZnEq. over 7.18m width, from 130.62m (11.3% Zn, 1.4% Pb
and 50g/t Ag).
·SECOND LODE 15.6% ZnEq. over 0.17m width, from 142.6m (14.3% Zn, 0.5% Pb
and 41.80g/t Ag).
·THIRD LODE 10.7% ZnEq. over 1.73m width, from 144.90m (8.3% Zn, 1.3% Pb and
62g/t Ag).
·FOURTH LODE 19.5% ZnEq. over 2.24 m width, from 161.10m (16.6% Zn, 3.1% Pb
and 36g/t Ag).
In early April 2023, the Company announced further drilling results including
high-grade individual zinc values up to 19.7% Zn over 0.4m width, starting
at 108.40m depth. Individual peak silver values were up to 94.2g/t Ag and
individual peak lead values were up to 2.5% Pb.
On 20 April 2023, the Company announced that the Greek Government had approved
an application by Rockfire for resource definition and step-out drilling for
the next five years at Molaoi. The granting of this permit provides authority
for Rockfire to drill for the next five years, although the Company intends to
expedite this drilling and to complete as much drilling as possible in 2023.
This decision by the Greek Government was received in swift time and is a
clear affirmation of the resolve of the Greek Government to facilitate foreign
investment in the mining sector.
The Company announced at the end of May that an interval of 0.2m
grading 50.8% Zn had been returned from drill hole MO_GTK_003A at 142.7m
depth. This result is immediately followed by an interval of 0.7m
grading 43.2% Zn. This lens of record-breaking grade averages 36% ZnEq. over
a 1.42m total length (127.5g/t Ag, 2.7% Pb, 33.6% Zn) and represents the
highest grades encountered at Molaoi so far, from 180 drill holes already
drilled. The interval quoted above occurs within a broader, high-grade zone
of 4.85m @ 14.6% ZnEq. (58.3g/t Ag, 1.9%Pb, 12.97% Zn).
In the same hole a lower, footwall lode was encountered from 150.5m depth
which grades 11.7% ZnEq. over a width of 2.5m (49.1g/t Ag, 1.6% Pb, 10.2%
Zn). MO_GTK_003A has a continuous zinc lode interval of 11.3m @ 9.2% ZnEq.
commencing from 141.7m depth (37.3g/t Ag, 1.2%Pb 8.1% Zn). Individual peak
silver values were up to 158g/t Ag and Individual peak lead values were up
to 3.7% Pb.
On 13 June 2023, the Company announced that two lodes had been intersected in
the fourth drill hole (MO_GTK_004), reaffirming that multiple lodes are
continuous at Molaoi. Minimum underground mechanised mining widths of 2m
continue to be intersected, providing encouragement for further grade input to
preliminary underground mine designs. An upper lode of 2.37m @ 6.0%
Zn occurs from 107m, as well as 0.8% Pb and 31.3g/t Ag. A lower lode of 2.3m
@ 5.3% Zn occurs from 110m, as well as 1.3% Pb and 13.6g/t Ag. Individual
peak zinc values in hole MO_GTK_004 were up to 17.6% Zn. Individual peak lead
values were up to 3.0% Pb and Individual peak silver values were up
to 91.8g/t Ag.
Lighthouse and Kookaburra Gold/Silver Project JV, Australia
On 20 January 2023, the Company announced that it had entered into a binding
agreement with Australian Stock Exchange listed, Sunshine Gold Limited
(''Sunshine'') (ASX:SHN) for Sunshine to farm-in and joint venture the
Lighthouse and Kookaburra tenements in Queensland (the "JV").
The principal terms of the joint venture which includes the Lighthouse
project exploration permit EPM25617 and the adjoining Kookaburra exploration
permit EPM26705 in Queensland are:
On the occurrence of each milestone set out in the table below, Sunshine will
acquire the corresponding participating interest in the tenements. Up until
the point as Sunshine reaches the stage 1 milestone, Sunshine will have no
participating interest in the tenements. As at 30 June 2023 Sunshine had spent
£37,421 in respect of the JV.
Stage Milestone Total participating interest earned by Sunshine at end of stage Time frame
1 Sunshine has sole funded AUD $600,000 in expenditure. 40% Maximum of 1 year from execution date.
2 Sunshine has sole funded a further 51% Maximum of 2 years from execution date.
AUD $600,000 in expenditure.
3 Sunshine has sole funded a further AUD $1,000,000 in expenditure. 75% Maximum of 3 years from execution date.
The expenditure requirement for each Stage 1, 2 and 3 is independent of the
other stages and not cumulative.
At the conclusion of Stage 3, Rockfire has 60 days from receipt of all data
and reports and proposed program and budget, by written notice to elect to
either:
· Contribute its 25% share of on-going exploration and development
expenditure; or
· Convert its 25% share to a 1.5% net smelter royalty.
On 22 March 2023, the Company announced that a joint venture agreement on the
terms outlined above had been executed.
On 14 March 2023 Sunshine advised its exploration activity under the joint
venture had yielded the following results:
Plateau Prospect
Two rock chips returned 7.46g/t Au, 116g/t Ag, 0.50% Ba, 0.16% V2O5 and
1.53g/t Au, 8.35g/t Ag, 0.74% Pb, 0.44% Zn.
Cardigan Dam Prospect
A rock chip from gossan assayed 8.35g/t Au, 32.8g/t Ag, 0.28% Cu, 0.13% Co,
1.0% Ba.
Horse Creek Prospect
A rock chip assayed 1.1% Ni, 0.27% Cr, 0.12g/t Au, 0.75g/t Pt, 0.45g/t Pd,
0.05% Co.
Sunshine announced on 6 April 2023, the following exploration results at
Lighthouse and Kookaburra:
· Field reconnaissance over a previously identified 300m ridge of gold
anomalism at Cardigan Dam identified a gossanous breccia. The best gold
result assayed 13.20 g/t Au, 4.8 g/t Ag.
· A new zone of mineralisation identified approximately 500m south of
the gossanous ridge, with a rock chip assay returning 9.58 g/t Au, 9.9 g/t
Ag.
· A rock chip returned elevated cobalt (Co - critical mineral) and
copper (Cu) over a strong magnetic anomaly, 250m NE of the gossanous ridge,
returning 0.62% Co, 0.48% Cu, 0.92% Ba, 185ppm Ni.
Post Balance Sheet Events
Emirates Gold and Emperesse Bullion
On 15 September 2023, the Company announced the execution of a conditional
share purchase agreement (the "Agreement") with Paloma Precious DMCC
("Paloma") for the acquisition of 100% of Emirates Gold DMCC ("Emirates") and
99% of Emperesse Bullion LLC ("Emperesse") (the "Transaction"). The
Transaction is subject to, inter alia, shareholder and regulatory approvals.
The Transaction will constitute a reverse takeover ("RTO") under the AIM Rules
for Companies (the "AIM Rules") and therefore, in accordance with rule 14 of
the AIM Rules, will require, inter alia, application to be made for the
enlarged share capital to be readmitted to AIM ("Admission") the publication
of an AIM admission document (the "Admission Document") and approval of
shareholders of the Company at a general meeting. In accordance with rule 14
of the AIM Rules, trading in the Company's ordinary shares on AIM was
suspended at 7.30 a.m. on 15 September 2023 and the ordinary shares of
Rockfire will remain suspended until the publication of the Admission Document
or an announcement that the proposed Transaction is not proceeding. While the
Company will seek to publish the Admission Document as soon as possible, the
timing of this cannot yet be accurately forecast. On signing of the Agreement,
Rockfire acquired 10% of Emirates and 10% of Emperesse.
On 20 September 2023, the Company announced that it has successfully
raised £3.5 million (before expenses), through two new institutional
investors subscribing for 700,000,000 new ordinary shares at a price of 0.5
pence per share (the "Subscription"). The net proceeds of the Subscription
will be used to: (i) satisfy the initial consideration for the acquisition
of Emirates and Emperesse; (ii) contribute towards the costs associated with
the Transaction; (iii) continue drilling at the Molaoi zinc, silver, lead and
germanium project in Greece; and (iv) fund working capital requirements
within the Group.
Molaoi Base Metal Project, Greece
On 19 July 2023, the Company announced two distinct, high-grade zinc lodes
have been intersected in Rockfire's fifth drill hole (MO_GTK_005). Drill hole
MO_GTK_005 is positioned approximately 50m north of the previous Rockfire
holes and infills historical drilling. Individual peak zinc values were up
to 29.8% Zn, peak lead values were up to 3.3% Pb and peak silver values were
up to 204.0g/t Ag. The upper lode of 2.40m @ 5.5% ZnEq. occurs from 81m
(4.7% Zn, 21.9g/t Ag, 0.9% Pb). The main lode, comprising 3.5m @ 7.3% ZnEq.,
occurs within a broader zone of 3.96m @ 6.6% ZnEq., starting from 87.94m.
Within this main lode, a high-grade core of 1.4m @ 12.6% ZnEq. (11.3% Zn,
77.8g/t Ag, 1.5% Pb) occurs.
On 1 August 2023, the Company announced Hole MO_GTK_006 has intersected an
excellent interval of 3.3m @ 22.1% ZnEq. (17.1% Zn, 1.9% Pb and 100.4g/t
Ag). The interval quoted lies within a broader interval of 5.8m @ 13.6%
ZnEq. (10.5% Zn, 1.2% Pb and 61.1g/t Ag), which commences at 75.20m depth.
The highest individual assay is just under 1m wide (0.94m), and grades 34.0%
Zn, 4.1% Pb and 252.0g/t Ag.
Hole MO_GTK_007 was terminated early due to badly fractured and broken ground,
but did intersect the uppermost lode, which returned 1.95m @ 3.0% ZnEq. It
is expected that this hole will be redrilled later to intersect the main lode
deeper.
On 23 August 2023, the Company confirmed the presence of high-grade germanium
and elevated gallium in recent drill core through the reanalysis of all
Rockfire core. Germanium grades between 9.0 and 40.0 g/t have been recorded
with an average from 7 holes of 23.7 g/t Ge over average downhole intersection
of 4.6 metres, with the highest individual germanium assay being 73.8g/t Ge in
hole MO_GTK_003A. Gallium grades between 9.7 and 19.0 g/t have been
intersected with an average of 15.3 g/t Ga over the average downhole
intersection of 4.6 metres, with the highest individual gallium assay being
33.3g/t Ga in hole MO_GTK_003A. These high Ge and Ga grades are expected
to add significant further value to the Molaoi project economics.
Lighthouse and Kookaburra gold/silver JV, Queensland, Australia
On 12 September 2023, Sunshine announced the following exploration results on
the Lighthouse and Kookaburra tenements:
· Further mapping and sampling at Cardigan Dam have confirmed a second
gossanous zone ("Southern Gossan"). Rock chip results include: 59.5g/t Au,
41g/t Ag (CD23_059).
· Mapping and sampling at the ~700m x 600m Cardigan Dam Breccia Pipe
has returned highgrade Au-Ag rock chip results including: 1.68g/t Au, 415g/t
Ag (CD23_057) 1.27g/t Au (CD23_051).
Qualified Person Statement
The technical information in this announcement is based on information
compiled by Mr David Price, the Chief Executive Officer of Rockfire Resources
plc, who is a Fellow of the Australasian Institute of Mining and Metallurgy
(FAusIMM). Mr Price has sufficient experience relevant to the style of
mineralisation and type of deposit under consideration and to the activity
which has been undertaken to qualify as a "Qualified Person" in accordance
with the AIM Rules Guidance Note for Mining and Oil & Gas Companies. Mr
Price consents to the inclusion in the announcement of the matters based on
their information in the form and context in which it appears.
The person responsible for arranging the release of this announcement on
behalf of the Company is David Price, Chief Executive Officer of the Company.
For further information on the Company, please
visit www.rockfireresources.com (http://www.rockfireresources.com/) or
contact the following:
Rockfire Resources plc: 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)
Matt Butlin / Kelly Gardner (Sales and Corporate Broking)
Notes to Editors
Rockfire Resources plc (LON: ROCK) is a mineral exploration company with a
portfolio of 100%-owned gold and copper projects in Queensland Australia and a
high-grade zinc deposit in Greece.
· Molaoi deposit in Greece has a JORC resource of 210,000 tonnes of
zinc, 39,000 tonnes of lead and 3.5 million ounces of silver.
· The Plateau deposit in Queensland has a JORC resource of 131,000
ounces of gold and 800,000 ounces of silver, using a 0.5g/t Au cut off. 53,000
of these ounces lie within the top 100m from surface.
· The Copperhead deposit in Queensland has a JORC resource of 80,000
tonnes of copper, 9,400 tonnes of molybdenum and 1.1 million ounces of silver,
using a 0.13% CuEq. cut off.
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2023
6 months to 6 months to 12 months to
30 June 2023 30 June 2022 31 December 2022
£ £ £
Note (Unaudited) (Unaudited) (Audited)
Interest income 1 - 1
Administrative expenses (411,146) (302,582) (753,213)
Loss before taxation (411,145) (302,582) (753,212)
Taxation - - -
Loss attributable to shareholders of the Company (411,145) (302,582) (753,212)
Items that may be subsequently reclassified to profit or loss:
Foreign exchange translation movement (267,379) 86,249 138,883
Total comprehensive loss attributable to shareholders of the Company (678,524) (216,333) (614,329)
Loss per share attributable to shareholders of the Company
Basic and diluted (pence) 4 (0.03) (0.03) (0.06)
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
As at As at As at
31 December
30 June 30 June
2022
2023 2022
£ £ £
Note (Unaudited) (Unaudited) (Audited)
ASSETS
Non-current assets
Intangible assets 4,519,039 4,095,276 4,451,118
Property, plant and equipment 34,393 20,686 38,323
Other receivables 99,262 - 85,872
Total non-current assets 4,652,694 4,115,962 4,575,313
Current assets
Cash and cash equivalents 415,938 853,601 420,255
Trade and other receivables 95,823 57,957 106,171
Total current assets 511,761 911,558 526,426
Total assets 5,164,455 5,027,520 5,101,739
EQUITY AND LIABILITIES
Equity attributable to shareholders of the Company
Share capital 5 7,840,217 7,131,114 7,435,409
Share premium 18,611,898 18,191,679 18,233,976
Other reserves 2,295,035 2,295,035 2,295,035
Merger relief reserve 190,000 190,000 190,000
Foreign exchange reserve (318,502) (103,757) (51,123)
Retained deficit (23,572,777) (22,711,002) (23,161,632)
Total equity 5,045,871 4,993,069 4,941,665
Current liabilities
Trade and other payables 118,584 34,451 160,074
Total current liabilities 118,584 34,451 160,074
Total liabilities 118,584 34,451 160,074
Total equity and liabilities 5,164,455 5,027,520 5,101,739
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2023
Share capital Share premium Other reserves Merger relief reserve Foreign exchange reserve Accumulated losses Total
£ £ £ £ £ £ £
At 1 January 2022 7,078,136 18,180,659 2,295,035 - (190,006) (22,408,420) 4,955,404
Loss for the period - - - - - (302,582) (302,582)
Foreign exchange translation movement - - - - 86,249 - 86,249
Total comprehensive loss - - - - 86,249 (302,582) (216,333)
Issue of share capital 2,978 11,020 - - - - 13,998
Acquisition of subsidiary 50,000 - - 190,000 - - 240,000
Total transactions with shareholders 52,978 11,020 - 190,000 - - 253,998
At 30 June 2022 (Unaudited) 7,131,114 18,191,679 2,295,035 190,000 (103,757) (22,711,002) 4,993,069
Loss for the period - - - - - (450,630) (450,630)
Foreign exchange translation movement - - - - 52,634 - 52,634
Total comprehensive loss - - - - 52,634 (450,630) (397,996)
Issue of share capital 304,295 84,707 - - - - 389,002
Cost of share issue - (42,410) - - - - (42,410)
Total transactions with shareholders 304,295 42,297 - - - - 346,592
At 31 December 2022 (Audited) 7,435,409 18,233,976 2,295,035 190,000 (51,123) (23,161,632) 4,941,665
Loss for the period - - - - - (411,145) (411,145)
Foreign exchange translation movement - - - - (267,379) -
(267,379)
Total comprehensive loss - - - - (267,379) (411,145) (678,524)
Issue of share capital 404,808 483,732 - - - - 888,540
Cost of share issue - (105,810) - - - - (105,810)
Total transactions with shareholders 404,808 377,922 - - - - 782,730
At 30 June 2023 (Unaudited) 7,840,217 18,611,898 2,295,035 190,000 (318,502) (23,572,777) 5,045,871
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2023
6 months to 6 months to 12 months to 31 December 2022
30 June 30 June
2023 2022
£ £ £
(unaudited) (unaudited) (audited)
Cash flow from operating activities
Loss for the period (411,145) (302,582) (753,212)
- Finance cost - - 1,477
- Expenses settled in shares 8,540 14,000 28,000
- Depreciation 4,158 2,614 8,677
- Foreign exchange rate changes (31,525) 83,137 (105,327)
(429,972) (202,831) (820,385)
(Increase) / decrease in trade and other receivables (41,258) 83,374 20,617
(Decrease) in trade and other payables (5,793) (81,352) (96,804)
Net cash flow used in operating activities (477,023) (200,809) (896,572)
Cash flow from investing activities
Exploration expenditure (299,542) (501,471) (459,292)
Payment of long-term deposit - - (85,872)
Acquisition of property, plant and equipment (1,940) - (25,003)
Cash acquired from acquisition of subsidiary - 82,282 82,282
Net cash used in investing activities (301,482) (419,189) (487,885)
Cash flow from financing activities
Proceeds from issuance of ordinary shares 879,998 - 375,000
Share issue costs (105,810) - (42,410)
Interest paid - - (1,477)
Net cash generated by financing activities 774,188 - 331,113
Net decrease in cash and cash equivalents (4,317) (619,998) (1,053,344)
Cash and cash equivalents at the beginning of the period / year 420,255 1,473,599 1,473,599
Cash and cash equivalents at the end of the period / year 415,938 853,601 420,255
ROCKFIRE RESOURCES PLC
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2023
1 Principal activities
The Company is a public limited company, admitted to trading on the AIM market
of the London Stock Exchange and is incorporated and domiciled in England and
Wales.
The Group's principal activities continue to be that of the exploration for
gold and base metals in Molaoi, Greece and Queensland, Australia.
2 Basis of preparation
The unaudited consolidated financial statements are for the six-month period
ended 30 June 2023. They do not include all the information required for
full annual financial statements and should be read in conjunction with the
audited consolidated financial statements of the Group for the year ended 31
December 2022.
The financial statements are prepared on the historical cost basis or the fair
value basis where the fair valuing of relevant assets and liabilities has been
applied.
The financial statements have been prepared in accordance with accounting
policies consistent with those set out in the Group's financial statements for
the year ended 31 December 2022.
The financial statements incorporate the financial statements of the Company
and subsidiaries controlled by the Company as at 30 June 2023.
The financial information set out in this interim report does not constitute
statutory accounts as defined in Section 435 of the Companies Act 2006. The
Group's statutory financial statements for the year ended 31 December 2022
have been filed with the Registrar of Companies. Those financial statements
received an unqualified audit report and did not contain statements or matters
to which the auditors drew attention under the Act.
The Group's consolidated financial statements are presented in GB pounds
sterling ("£" or "GBP") which is also the functional currency.
3 Critical accounting estimates and judgements
The preparation of the Group's consolidated interim financial statements under
IFRS requires the Directors to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities. Estimates and judgements are continually evaluated and
are based on historical experience and other factors including expectations of
future events that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates.
Significant estimates and accounting judgements
For the period ended 30 June 2023, the Directors do not consider that they
have made any significant accounting estimates or judgements which would
materially affect the balances and results reported in these Consolidated
Interim Financial Statements.
4 Loss per share
Basic and diluted loss per share
The calculation of basic and diluted loss per share is based on the loss
attributable to ordinary shareholders of £411,145 (30 June 2022: £302,582)
and a weighted average number of ordinary shares in issue of 1,508,396,608 (30
June 2022: 1,096,066,785).
5 Share capital
30 June 30 June 31 December
2023 2022 2022
Issued share capital Number Number Number
Ordinary shares of £0.001 each 1,844,547,293 1,135,444,195 1,439,739,067
Deferred shares of £0.099 each 51,215,534 51,215,534 51,215,534
30 June 30 June 31 December 2022
2023
2022
Issued share capital £ £ £
Fully paid 7,840,217 7,131,114 7,435,409
7,840,217 7,131,114 7,435,409
Fully paid ordinary shares carry one vote per share and carry the right to
dividends. There are no shares held by the Company or its subsidiaries.
The deferred shares carry no voting or income rights. The only right attaching
to deferred shares is to receive the amount paid up on a winding up of the
Company once the holders of ordinary shares have received £1,000,000 per
ordinary share.
On 9 January 2023, the Company issued 4,475,758 new ordinary shares to Patrick
Elliott in settlement of Director's fees. The issue price of the shares was
0.165 pence per share.
On 9 January 2023, the Company issued Patrick Elliott a further 332,468 new
ordinary shares in settlement of Director's fees which were incorrectly
calculated and issued as part of shares issued in March, June, and September
2022 quarters. 96,250 ordinary shares were issued at 0.4 pence per share;
98,718 shares were issued at 0.39 pence per share; and 137,500 shares were
issued at 0.28 pence per share.
On 1 June 2023 the Company raised £880,000, before expenses, through Paloma
Precious DMCC subscribing for 400,000,000 ordinary shares at a price of 0.22
pence per share.
Paloma has notified the Company via a TR-1 form that, on 20 September 2023,
it sold its holding of 400,000,000 ordinary shares in an off-market
transaction. Following the disposal, Paloma has no interest in Rockfire's
issued share capital.
The nominal value of the issued share capital includes a cumulative foreign
exchange difference of £925,331 which crystallised in 2017 when the Group's
functional and presentational currency was changed from US$ to GBP.
6 Joint venture
On 20 January 2023, the Company announced that it had entered into a joint
venture (''JV'') with Sunshine Gold Limited to advance the Plateau gold
deposit in Queensland, Australia. The JV will result in Sunshine Gold Limited
sole-funding exploration at Lighthouse for the next 3 years, with funding
being engaged on direct exploration activity.
The JV includes the Lighthouse Project exploration permit tenement EPM25617
and the adjoining Kookaburra exploration permit tenement EPM26705 in
Queensland. As at 30 June 2023 these tenements accounted for £1,528,419 of
the Group's intangible assets. As all expenditure on the tenements are
capitalised, there were no losses or profits attributed to the tenements.
During the sole funding period, Sunshine Gold Limited must keep the tenements
in good order and meet all statutory reporting, rehabilitation and expenditure
obligations. On the occurrence of each milestone set out in the table below,
Sunshine Gold Limited will acquire the corresponding participating interest in
the tenements. Up until the point Sunshine Gold Limited reaches the stage 1
milestone, Sunshine Gold Limited will have no participating interest in the
tenements.
Stage Milestone Total participating 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.
2 Sunshine Gold Limited has sole funded a further AUD $600,000 in expenditure. 51% Maximum of 2 years from execution date.
3 Sunshine Gold Limited has sole funded a further AUD $1,000,000 in expenditure. 75% Maximum of 3 years from execution date
The expenditure requirement for each Stage 1, 2 and 3 is independent of the
other stages and not cumulative.
At the conclusion of Stage 3, the Company has 60 days from receipt of all data
and reports and proposed program and budget, by written notice, to elect to
either:
- Contribute its 25% share of on-going exploration and development
expenditure; or
- Convert its 25% share to a 1.5% net smelter royalty.
The terms of the net smelter royalty are to be based on the standard Energy
& Resources Law Association (formerly AMPLA Ltd) template.
As at 30 June 2023 Sunshine Gold Limited had spent £37,421 in respect of the
JV meaning none of the expenditure thresholds had been met in regards to Stage
1 - 3 detailed above. As such Sunshine Gold Limited holds a 0% participating
interest in the tenement EPM25617 and the adjoining tenement EPM26705 at 30
June 2023.
7 Post balance sheet events
On 15 September 2023, the Company announced the execution of a conditional
share purchase agreement (the "Agreement") with Paloma Precious DMCC
("Paloma") for the acquisition of 100% of Emirates Gold DMCC ("Emirates") and
99% of Emperesse Bullion LLC ("Emperesse") (Emirates and Emperesse are
together the "Targets") for a total consideration of USD$20 million (the
"Transaction"). The Transaction is subject to, inter alia, shareholder and
regulatory approvals.
On signing of the Agreement, Rockfire acquired 10% of Emirates and 10% of
Emperesse (the "Initial Shares"). Rockfire has also conditionally agreed to
acquire the remaining shares in the Targets currently owned by Paloma (the
"Final Shares"), which will be transferred to Rockfire on completion of the
Transaction. The consideration for the Initial Shares will be USD$2 million in
cash (the "Initial Consideration"). The consideration for the Final Shares
will be USD$18 million (the "Final Consideration") to be satisfied in cash.
The acquisition of the Final Shares is subject to, amongst other conditions,
the conditions set out below:
I. The publication of the Admission Document in respect of the
proposed enlarged entity and convening a general meeting (the "General
Meeting");
II. Consent of Rockfire's shareholders being given in the General
Meeting for the acquisition of the Final Shares;
III. Proceeds being received by Rockfire (or as it may direct) from a
fundraise in order to satisfy the final consideration;
IV. Required regulatory approvals being received for the Transaction and
the acquisition of the Final Shares by Rockfire;
V. Emirates being added back to the UAE Delivery List; and
VI. Satisfactory due diligence being completed by Rockfire in respect of
the Targets and their respective businesses.
If the conditions are not satisfied, the Agreement will lapse and the
acquisition of the Final Shares by Rockfire will not proceed. In that event,
Rockfire would still own the Initial Shares.
As part of the Transaction, Rockfire will undertake a fundraise of
approximately £14.7 million at a price of 0.5 pence per share. The proceeds
from the Fundraise will be utilised to satisfy the Final Consideration. The
Final Consideration will be paid by Rockfire to Paloma on completion of the
Transaction and shortly after Admission.
The Transaction will constitute a RTO under the AIM Rules for Companies (the
"AIM Rules") and therefore, in accordance with rule 14 of the AIM Rules, will
require application to be made for the enlarged share capital to be readmitted
to AIM ("Admission"), the publication of an AIM admission document ("Admission
Document") and approval of shareholders of the Company at a general meeting.
In accordance with rule 14 of the AIM Rules, trading in the Company's ordinary
shares on AIM was suspended from 15 September 2023 until the publication of
the Admission Document or an announcement that the proposed Transaction is not
proceeding.
As part of the Transaction, Gordon Hart (Chairman of Rockfire) and David Price
(Chief Executive Officer of Rockfire) have joined the management teams of the
Targets (but not the boards of directors of the Targets) and will provide
advice to Paloma on the management of the Targets up until the completion of
the Transaction.
On 20 September 2023, the Company announced that it has successfully raised
£3.5 million from the subscription of 700,000,000 new ordinary shares at a
price of 0.5 pence per share. The net proceeds of the subscription will be
used to:
I. Satisfy the Initial Consideration for the acquisition of Emirates
and Emperesse;
II. Contribute towards the costs associated with the Transaction;
III. Continue drilling at the Molaoi zinc, silver, lead and germanium
project in Greece; and
IV. Fund the working capital requirements within the Company.
There have been no other material post balance sheet events that would require
disclosure or adjustment to these interim financial statements.
8 Availability of interim results
A copy of the half-yearly results can be viewed on the Company's website at:
www.rockfireresources.com (http://www.rockfireresources.com) .
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR SEMSMUEDSESURecent news on Rockfire Resources
See all newsREG - Rockfire Resources - NED appointment prepares ROCK for development
AnnouncementREG - Rockfire Resources - Annual Results for the year ended 31 December 2024
AnnouncementREG - Rockfire Resources - Result of General Meeting
AnnouncementREG - Rockfire Resources - Important milestones continue to advance Molaoi
AnnouncementREG - Rockfire Resources - Drilling & mining studies accelerated by Sunshine
Announcement