REG - Rockfire Resources - Interim Results
22/09/2025 07:00
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RNS Number : 1433A Rockfire Resources PLC 22 September 2025
22 September 2025
Rockfire Resources plc
("Rockfire" or the "Company")
Interim Results
Rockfire Resources plc (LON: ROCK), the zinc-germanium-silver-lead and
gold-copper exploration company, is pleased to announce its unaudited interim
results for the six months ended 30 June 2025. The loss attributable to the
shareholders of the Company for the six months ended 30 June 2025 was
£536,087, a decrease of £351,487 from the comparable period to 30 June 2024.
Rockfire continues to be focussed on the development of the Molaoi
zinc/germanium/silver/lead deposit in Greece. The deposit is in category
transition from Inferred to Indicated Resources and Management expects that
the pre-feasibility stage of development will soon commence. Rockfire is
preparing to progress the project through the feasibility stage and the
appointment of Mr. Steven Hunt to the Board of Directors is part of that
preparation. Steven is the current Chair of the Australasian Joint Ore
Resource Committee ("JORC") and has been for the last 11 years. He previously
worked for Rio Tinto continuously for more than 26 years, including 9 years as
its Chief Advisor Orebody Knowledge and 5 years as Chief Advisor Resources and
Reserves, both global roles.
PROJECT PORTFOLIO SUMMARY
Molaoi Zinc-Lead-Silver (+/-Germanium) Deposit, Peloponnese, Greece
A portable X-Ray Fluorescence ("pXRF") soil survey conducted in early February
found a geochemical anomaly comparable to the surface signature at the main
resource area at Molaoi. Being comparable in size to the existing resource
provides a clear target to potentially double the JORC resources at Molaoi.
With the expansion of new, large resource targets, it became important to
distinguish between mineralised areas for clarity. The drilled JORC resource
referred to as "Kalamaki" is distinguishable from the new target, which is
referred to as "Gkagkania" (pronounced "Gagania"), approximately 600m to the
north of Kalamaki.
The high-resolution pXRF soil survey, which was based on a 50m x 25m grid
density successfully identified a new, coherent and strong zone of zinc at the
Gkagkania prospect. High responses of zinc-in-soil, exceeding 0.15% Zn
(+1,500ppm), which is considered very strongly anomalous, were reported by the
XRF machine.
The surface expression of Gkagkania anomaly is approximately 250m x 200m in
size, which is comparable to the main zinc resource at Kalamaki.
A tenement-scale pXRF survey was undertaken on a 200m x 25m grid density to
cover the remaining 4km zinc trend, further to the north of Gkagkania.
On 28 March 2025, it was reported that strong, coherent zones of zinc and lead
were identified to the north of Gkagkania, with the Fournos
Prospect becoming another important target for the expansion of zinc
resources. A new, extensively mineralised zone called the Agios Eustratios
Prospect to the south of the main resource area of Kalamaki was also
highlighted by the XRF survey.
Between March and June, a 3-dimensional ("3D") lithofacies model of the Molaoi
Project was developed and was highlighting important geological similarities
to the 2024 mineralisation model. This 3D model improves targeting for future
exploration and is expected to lead to significant resource growth along the 5
kilometres still to be drilled towards the north. Now, more than half a dozen
sites are deemed favourable targets for exploration along strike. These
targets are supported by surface enrichment of zinc, and/or old workings
and/or historical drill holes which successfully encountered high-grade zinc
mineralisation.
Rockfire's technical team completed a program of comprehensive pXRF logging of
the available historical drill core at the Greek Geological Survey in Athens.
A total of 1,798 pXRF measurements were taken from the historical core. It is
important to note that the pXRF machine does not measure germanium values.
· 154 readings exceeded 1% Zn, including 85 readings above 5% Zn. A
total of 51 readings were above 10% Zn, with a peak value of 41% Zn.
· 80 readings were higher than 1% Pb, with a peak value of 13.85%
Pb amongst 3 samples which exceeded 10% Pb.
· 227 readings were higher than 10ppm Ag, with 34 of those
exceeding 50ppm Ag. The top readings included 10 samples above 100ppm Ag and a
peak value of 2,273ppm Ag.
Drilling planned for the second half of 2025 is expected to see the resource
category increase from Inferred to Indicated, in readiness for scoping and
pre-feasibility studies. One of the outcomes from this next phase of drilling
is also to establish a maiden JORC resource for germanium. This will be the
only JORC resource of germanium in Europe, placing Rockfire at the forefront
of the critical mineral supply chain for Europe.
Lighthouse Au-Ag deposit, Queensland, Australia
On 5 January 2023, Rockfire entered into a binding agreement with ASX-listed
Sunshine Metals Limited (''Sunshine'') to farm-in to Lighthouse and earn up to
a 75% interest in the tenement. On Sunshine achieving 75% ownership, Rockfire
has the right to elect to contribute 25% of on-going expenditure, or to
convert to a 1.5% Net Smelter Royalty (NSR).
On 27 March 2025, Sunshine announced a placement raising AUD$3 million to
accelerate development of its near-surface gold resources in North Queensland,
including Plateau. The funds raised by Sunshine were expected to be applied on
accelerating drilling, metallurgical test work and mining studies on the
shallow oxide gold resources at Liontown and Plateau, and advanced targets at
Tigertown and Coronation. Drilling was scheduled to commence in May at
Plateau.
Sunshine's strategy is to identify shallow (<50m) oxide gold resources for
processing at potential nearby toll treating mills during a time of high gold
prices. The company is aiming to rapidly evaluate the commercial potential of
its multiple deposits.
Plateau represents an advanced target with a near-surface, Inferred Resource
totalling 49koz Au at 2.0 g/t Au. To advance the resource classification,
~1,000m of drilling and metallurgical testing are required.
On 11 July 2025, Sunshine provided a further update regarding the drilling
results at Plateau. Resource infill drilling of 8 RC holes, for a total of
599m were drilled at Plateau. Results include:
· 8m @ 3.17g/t Au and 31g/t Ag (25PLRC006)
· Including 2m @ 6.97g/t Au and 84g/t Ag
Sunshine stated that a sample for metallurgical test work had been collected
from hole 25PLRC006. The new RC drilling and subsequent metallurgical results
will be used to update a resource for Plateau in late 2025.
CORPORATE
The Company announced on 27 February 2025 that it had successfully met the
technical milestone that triggered the final tranche of the consideration
payable 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 Molaoi deposit.
This final tranche comprised a cash payment of £100,000 and an issue of
185,000,000 new ordinary shares of 0.1 pence each in the Company.
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 declared that he is a beneficiary of this final tranche
of consideration. Mr. Price 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.
New options for the Directors of Rockfire to subscribe for 175,000,000 new
ordinary shares in the Company were granted and announced to the market on 21
February 2025. These options were granted in accordance with their service
agreements.
The options have an exercise price of 0.25 pence per ordinary share, which is
double the mid-market closing price on 21 February 2025 of 0.12 pence, plus
0.01 pence, in accordance with the terms of the service agreements. The
options have a term of three years, and any unexercised options will expire at
midnight on 20 February 2028.
The grants made are as follows:
Director No. of options Exercise price Option expiry date Total no. of options now held
David Price 50,000,000 0.25 pence 20 February 2028 65,000,000
Gordon Hart 50,000,000 0.25 pence 20 February 2028 65,000,000
Ian Staunton 25,000,000 0.25 pence 20 February 2028 34,000,000
Nicholas Walley 25,000,000 0.25 pence 20 February 2028 34,000,000
Patrick Elliott 25,000,000 0.25 pence 20 February 2028 34,000,000
Total 175,000,000 232,000,000
On 27 February, Rockfire announced the appointment of CMC Markets UK Plc (LSE:
CMCX) ("CMC") as the Company's joint broker with immediate effect.
On 2 June 2025, Rockfire announced that a new Director had been appointed to
the Rockfire Board. After an extensive search for suitably qualified and
experienced mining executives to lead Rockfire through the development stages
of Molaoi, Rockfire welcomed Mr. Steven Hunt to the Board of Directors.
Steven's appointment strengthens the technical and governance capability of
the Board at a time when strong technical leadership is paramount to
successfully steer a project towards production. As Rockfire heads towards the
scoping/feasibility stage of development at Molaoi, it is prudent for the
Board to prepare for the additional skills that will be required within the
Company.
Steven is the current Chair of the Australasian Joint Ore Resource Committee
("JORC") and has been for the last 11 years.
He previously worked for Rio Tinto continuously for more than 26 years,
including 9 years as its Chief Advisor Orebody Knowledge and 5 years as Chief
Advisor Resources and Reserves, both global roles.
During his lengthy career with Rio Tinto, Steven spent 3 years as the Geology
Superintendent of the 7.8-million-ounce Kelian Gold Mine in Indonesia and 6
years as the Mine Geology Manager for the 34-million-ounce Lihir Gold Mine in
Papua New Guinea.
POST BALANCE SHEET EVENTS
On 3 July 2025, it was announced that the Company had conditionally raised £2
million (before expenses) by way of a placing of a total of 2,000,000,000 new
ordinary shares of 0.1 pence each in the Company at a price of 0.1 pence per
ordinary share. Allenby Capital Limited acted as sole broker in connection
with the placing. On 10 July 2025 the Company completed the placing.
The placing was led by ACAM LP ("ACAM"), which subscribed for 1,000,000,000
new ordinary shares, representing £1 million and following the issue of the
shares, held 16.31% of the total voting rights in the Company.
In addition, on admission of the new ordinary shares to trading on AIM,
participants in the placing received warrants over, in aggregate,
1,000,000,000 new ordinary shares, representing 1 warrant for every 2 new
ordinary shares subscribed for. The warrants are assignable and exercisable at
a price of 0.1 pence per ordinary share for a period of 24 months from
admission of the new ordinary shares to trading on AIM.
The net proceeds of the placing will be used, in conjunction with Rockfire's
existing available cash, to continue development of the Company's Molaoi
zinc/silver/lead project in Greece and to fund on-going working capital
requirements within the Company. An upgrade of the zinc resource at Molaoi is
anticipated following additional drilling. This drilling will also result in a
Maiden JORC Resource for germanium. A JORC germanium resource will be the only
germanium resource known within Europe and will be unique globally.
On 15 September 2025, it was announced the Company has received notice of
exercise of 25,000,000 warrants over New Ordinary Shares of 0.1p each at an
exercise price of 0.1p per share, for a consideration of £25,000.
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 / Dan Dearden-Williams (Corporate Finance)
Matt Butlin (Sales and Corporate Broking)
CMC Markets UK Plc (Joint Broker) Tel: +44 (0) 20 3328 5656
Douglas Crippen
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.
Notes to Editors
Rockfire Resources plc (LON: ROCK) is a base metal, precious 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 15.0 million tonnes @ 7.26% Zn, 1.75% Pb and 39.50g/t Ag, for 1.5 million
tonnes of ZnEq. metal. This resource uses a 4% low-grade cut, and equates to
1.09 million tonnes of zinc, 260,000 tonnes of lead and 19.1 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
farm-in by ASX-listed Sunshine Metals Ltd (ASX:SHN).
Glossary
Item Definition
"3D" three dimensional
''Ag'' silver
"Cu" copper
''Ge'' germanium
''g/t'' grams per tonne
''JORC'' Joint Ore Resource Committee
"km" kilometre
"m" metre
''Pb'' lead
"Ppm" parts per million
"pXRF" portable X-Ray Florescence
"VMS" volcanogenic massive sulphide
''Zn'' zinc
"ZnEq'' zinc equivalent
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2025
6 months to 6 months to 12 months to
30 June 2025 30 June 2024 31 December 2024
£ £ £
Note (Unaudited) (Unaudited) (Audited)
Interest income - 2 5
Administrative expenses (536,087) (887,574) (2,000,761)
Loss before taxation (536,087) (887,572) (2,000,756)
Taxation - - -
Loss attributable to shareholders of the Company (536,087) (887,572) (2,000,756)
Items that may be subsequently reclassified to profit or loss:
Foreign exchange translation movement (91,137) (37,003) (291,640)
Total comprehensive loss attributable to shareholders of the Company (627,224) (924,575) (2,292,396)
Loss per share attributable to shareholders of the Company
Basic and diluted (pence) 4 (0.01) (0.03) (0.07)
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
As at As at As at
31 December
30 June 30 June
2024
2025 2024
£ £ £
Note (Unaudited) (Unaudited) (Audited)
ASSETS
Non-current assets
Intangible assets 5 5,843,194 5,441,856 5,657,375
Property, plant and equipment 38,775 26,215 40,888
Other receivables 74,856 111,811 73,591
Total non-current assets 5,956,825 5,579,882 5,771,854
Current assets
Cash and cash equivalents 140,079 514,725 936,205
Trade and other receivables 72,634 99,300 65,491
Total current assets 212,713 614,025 1,001,696
Total assets 6,169,538 6,193,907 6,773,550
EQUITY AND LIABILITIES
Equity attributable to shareholders of the Company
Share capital 7 10,128,111 8,551,535 9,933,289
Share premium 21,398,106 21,215,680 21,271,228
Other reserves 2,295,035 2,295,035 2,295,035
Merger relief reserve 190,000 190,000 190,000
Foreign exchange reserve (637,102) (291,328) (545,965)
Retained deficit (27,387,813) (25,834,749) (26,931,012)
Total equity 5,986,337 6,126,173 6,212,575
Current liabilities
Trade and other payables 6 183,201 67,734 560,975
Total current liabilities 183,201 67,734 560,975
Total liabilities 183,201 67,734 560,975
Total equity and liabilities 6,169,538 6,193,907 6,773,550
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2025
Share capital Share premium Other reserves Merger Foreign exchange reserve Accumulated losses Total
relief
reserve
£ £ £ £ £ £ £
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 period - - - - - (887,572) (887,572)
Foreign exchange translation movement - - - - (37,003) - (37,003)
Total comprehensive loss - - - - (37,003) (887,572) (924,575)
Issue of share capital (Note7) 3,075 5,536 - - - - 8,611
Total transactions with shareholders 3,075 5,536 - - - - 8,611
At 30 June 2024 (Unaudited) 8,551,535 21,215,680 2,295,035 190,000 (291,328) (25,730,467) 6,126,173
Loss for the period - - - - - (1,113,184) (1,113,184)
Foreign exchange translation movement - - - - (254,637) - (254,637)
Total comprehensive loss - - - - (254,637) (1,113,184) (1,367,821)
Issue of share capital (Note 7) 1,381,754 170,000 - - - - 1,551,754
Cost of share issue - (114,452) - - - - (114,452)
Share-based payment - - - - - 16,921 16,921
Total transactions with shareholders 1,381,754 55,548 - - - 16,921 1,454,223
At 31 December 2024 (Audited) 9,933,289 21,271,228 2,295,035 190,000 (545,965) (26,931,012) 6,212,575
Loss for the period - - - - - (536,087) (536,087)
Foreign exchange translation movement - - - - (91,137) - (91,137)
Total comprehensive loss - - - - (91,137) (536,087) (627,224)
Issue of share capital (Note 7) 194,822 126,878 - - - - 321,700
Share-based payment - - - - - 79,286 79,286
Total transactions with shareholders 194,822 126,878 - - - 79,286 400,986
At 30 June 2025 (Unaudited) 10,128,111 21,398,106 2,295,035 190,000 (637,102) (27,387,813) 5,986,337
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2025
6 months to 6 months to 12 months to 31 December 2024
30 June 30 June
2025 2024
£ £ £
Note (Unaudited) (Unaudited) (Audited)
Cash flow from operating activities
Loss for the period before tax (536,087) (887,572) (2,000,756)
Depreciation 4,511 2,867 5,409
Expenses settled in shares 22,000 8,612 8,612
Loss on property, plant and equipment - 189 187
Finance income - (2) (5)
Foreign exchange rate (gain)/loss (85,783) 33,735 (8,324)
Share-based payment charge 8 79,287 - 16,921
(516,072) (842,171) (1,977,956)
(Increase)/ decrease in trade and other receivables (41,691) 1,609,847 1,719,798
Increase/ (decrease) in trade and other payables 9,849 (151,400) 304,172
Net cash flow (outflow)/ inflow from operating activities (547,914) 616,276 62,662
Cash flow from investing activities
Exploration expenditure (195,632) (536,545) (979,962)
Acquisition of property, plant and equipment (2,580) (1,583) (20,377)
Cash settled deferred consideration (50,000) - -
Interest received - 2 5
Net cash used in investing activities (248,212) (538,126) (1,000,334)
Cash flow from financing activities
Proceeds from issuance of ordinary shares 7 - - 1,551,753
Share issue costs 7 - - (114,451)
Net cash generated by financing activities - - 1,437,302
Net (decrease)/ increase in cash and cash equivalents (796,126) 78,150 499,630
Cash and cash equivalents at the beginning of the period / year 936,205 436,575 436,575
Cash and cash equivalents at the end of the period / year 140,079 514,725 936,205
ROCKFIRE RESOURCES PLC
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2025
1 Principal activity
Rockfire Resources plc is a public limited company, admitted to trading on AIM
and incorporated and domiciled in England and Wales.
The Company and its subsidiaries' (together, the 'Group') principal activity
continues to be that of the exploration for base metals, precious metals and
critical minerals in Molaoi, Greece and Queensland, Australia.
2 Basis of preparation
The unaudited consolidated financial statements are for the six-month period
ended 30 June 2025. 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 2024.
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 2024.
The financial statements incorporate the financial statements of the Company
and subsidiaries controlled by the Company as at 30 June 2025.
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 2024
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
The judgements and key sources of estimation uncertainty that have a
significant effect on the amounts recognised in the interim financial
information are consistent with those followed in the preparation of the
Annual Report and Financial Statements for the year ending 31 December 2024
which are filed with the Registrar of Companies.
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 £536,087 (30 June 2024: £887,572)
and a weighted average number of ordinary shares in issue of 4,062,844,837 (30
June 2024: 2,555,475,805).
5 Intangible assets
30 June 30 June 31 December
2025 2024 2024
£ £ £
At 1 January 5,657,375 4,972,616 4,972,616
Additions 195,632 536,545 979,962
Foreign exchange differences (9,813) (67,305) (295,203)
At 31 December 5,843,194 5,441,856 5,657,375
6 Trade and other payables
As at As at As at
31 December
30 June 30 June
2024
2025 2024
£ £ £
Trade payables 91,778 42,123 24,202
Other payables 70,206 15,660 495,712
Accruals 21,217 9,951 41,061
183,201 67,734 560,975
Included in other payables is deferred consideration payable of £50,000 (31
December 2024: £399,700; 30 June 2024: £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 during the period.
7 Share capital
30 June 30 June 31 December
2025 2024 2024
Issued share capital Number Number Number
Deferred shares of £0.099 each 51,215,534 51,215,534 51,215,534
Ordinary shares of £0.001 each 4,132,442,063 2,555,866,625 3,937,620,625
30 June 30 June 31 December 2024
2025
2024
Issued share capital £ £ £
Fully paid 10,128,111 8,551,535 9,933,289
10,128,111 8,551,535 9,933,289
Ordinary Shares
30 June 30 June 31 December
2025 2024 2024
Number Number Number
Allotted, called up and fully paid
At 1 January 3,937,620,625 2,552,791,046 2,552,791,046
Issued for cash - - 1,381,754,000
Issued in respect of deferred consideration 185,000,000 - -
Issued in lieu of fees 9,821,438 3,075,579 3,075,579
At 31 December 4,132,442,063 2,555,866,625 3,937,620,625
Share Capital
30 June 30 June 31 December
2025 2024 2024
£ £ £
Allotted, called up and fully paid
At 1 January 9,933,289 8,548,460 8,548,460
Issued for cash(1) - - 1,381,754
Issued in respect of deferred consideration 185,000 - -
Issued in lieu of fees 9,822 3,075 3,075
At 31 December 10,128,111 8,551,535 9,933,289
(1)In the period ended 30 June 2025 includes issue costs of £nil (30 June
2024: £nil; 31 December 2024: £114,452).
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.
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.
8 Share options and warrants
Share options
Options Weighted
average exercise
price
No. £
Outstanding and Exercisable at 1 January 2024 36,000,000 0.02
Outstanding and Exercisable at 30 June 2024 36,000,000 0.02
Granted during the period 57,000,000 0.003
Lapsed during the period (36,000,000) 0.02
Outstanding and Exercisable at 31 December 2024 57,000,000 0.003
Granted during the period 175,000,000 0.003
Outstanding and Exercisable at 30 June 2025 232,000,000 0.003
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 on 19 December 2027.
On 21 February 2025, the Company granted 175,000,000 options over new ordinary
shares. The options were granted at an exercise price of 0.25 pence per
ordinary share, 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 on 20 February 2028.
The fair value of the options granted during the period ended 30 June 2025 was
calculated using the Black Scholes Model with the following assumptions:
Risk free interest
rate
4.060%
Expected
volatility
119.379%
Expected dividend
yield
0.000%
Life of
option
3 years
Share price at measurement date £0.0012
During the period ended 30 June 2025, £79,286 has been recognised as a
share-based expense in the statement of comprehensive income related to the
grant of share options.
9 Joint venture
On 20 January 2023, the Company announced that it had entered into a joint
venture (''JV'') with Sunshine Metals Limited ("Sunshine") to advance the
Plateau gold deposit in Queensland, Australia. The JV will result in Sunshine
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 30 June 2025 these tenements accounted for £1,408,019 (31
December 2024: £1,447,726) of the Group's intangible assets. As all
expenditure on the tenements is capitalised, there were no losses or profits
attributed to the tenements.
During the sole funding period, Sunshine 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 will
acquire the corresponding participating interest in the tenements. Up until
the point Sunshine reaches the stage 1 milestone, Sunshine will have no
participating interest in the tenements.
Stage Milestone Total participating interest earned by Sunshine at end of stage Time frame
1 Sunshine has sole funded AUD600,000 in expenditure. 40% Maximum of 1 Year from execution date.
2 Sunshine has sole funded a further AUD600,000 in expenditure. 51% Maximum of 2 years from execution date.
3 Sunshine has sole funded a further AUD1,000,000 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 2025 Sunshine had spent £72,973 in respect of the JV meaning
none of the expenditure thresholds had been met. As such, Sunshine holds a 0%
participating interest in the tenement EPM25617 and the adjoining tenement
EPM26705 at 30 June 2025.
9 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) .
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. END IR SFWEEUEISEFU
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