REG - Rockfire Resources - Issue of Shares to Complete Acquisition of Molaoi

Rockfire ResourcesAnnouncement

16/05/2022 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220516:nRSP5808La&default-theme=true

RNS Number : 5808L  Rockfire Resources PLC  16 May 2022

      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.

 

 
16 May 2022

 

Rockfire Resources plc

("Rockfire" or the "Company")

 

Issue of Shares to Complete Acquisition of Molaoi

Director/PDMR Shareholding

 

Rockfire Resources plc (LON: ROCK), the gold and base metal exploration
company, is pleased to announce that it has successfully secured 100% control
of the Molaoi zinc project, through the acquisition of all shares in Hellenic
Minerals IKE ("Hellenic"), the Greek-registered holder of the exploration and
exploitation licence.

 

In accordance with the Memorandum of Understanding (MOU), and as consideration
for the transfer of all Hellenic shares to Rockfire, Rockfire will issue a
total of 50,000,000 (fifty million) new ordinary shares in the Company at an
issue price of £0.01 (1.0p) as Tranche 1 ("Acquisition Shares") to the
vendors of Hellenic (or their nominees). The Acquisition Shares will be
voluntarily escrowed by the vendors of Hellenic (or their nominees) for a
period of 6 months from the date of issue.

 

Within 28 days after Rockfire announces a JORC-compliant mineral resource
exceeding four hundred thousand (400,000) tonnes of zinc equivalent value,
Rockfire shall issue to the Vendors of Hellenic (George Skevas or his
nominee/s), a further £400,000 worth of Rockfire Shares as Tranche 2 (or
£200,000 cash and £200,000 in shares). The number of shares to be issued
will be based at a 5% discount to the 5-day VWAP share price in Rock at the
time of the RNS release of the JORC. The Rockfire Shares to be issued as
Tranche 2 to the Vendors of Hellenic or their Nominees will be voluntarily
escrowed for a period of 6 months from the date of issue.

 

The Vendors of Hellenic shall retain an enduring 2.0% (two percent) Gross
Production Royalty on saleable product from all metals extracted from the
Assets (Tranche 3). Rockfire shall have the Option to acquire the Gross
Production Royalty for a cash consideration of GBP£ 1,000,000 at any time.

 

The conclusion of the transfer of all shares in Hellenic to Rockfire, results
in Rockfire assuming 100% ownership of the right to explore and mine the
high-grade Molaoi zinc, lead and silver deposit. Germanium, a critical metal,
has recently been identified from resampling historical core. The rights to
Molaoi are valid for 30 years, including the right to mine. Molaoi has an
excellent infrastructure, including 173 cored drill holes, a historical
(capped) underground portal, a 600m-long exploration decline, mineralisation
starting at surface, and 7 km of prospective strike extension, all of which
are sited only 9 km from the coast, allowing easy access to potential markets.

 

As previously disclosed to the market on 23 December 2021, David Price, the
Chief Executive Officer of Rockfire, has a historic agreement with Hellenic,
which entitles him to 50% of the Acquisition Shares. On Admission of the
Acquisition Shares, David will have an interest in 38,850,000 ordinary
shares, representing approximately 3.42 per cent. of the issued share capital
of the Company, as enlarged by the Acquisition Shares. The FCA notification,
made in accordance with the requirements of the EU Market Abuse Regulation, is
appended below.

 

Application has been made to the London Stock Exchange for the Acquisition
Shares to be admitted to trading on AIM (Admission). Admission is expected to
become effective on AIM on or around 20 May 2022.

 

Total voting rights

 

On Admission, the Company's issued ordinary share capital will consist of
1,135,444,195 ordinary shares of 0.1p each, with one vote per share. The
Company does not hold any ordinary shares in treasury.  Therefore, on
Admission, the total number of ordinary shares and voting rights in the
Company will be 1,135,444,195.  With effect from Admission, this figure may
be used by shareholders in the Company 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 under the
FCA's Disclosure Guidance and Transparency Rules.

 

Gordon Hart, Chairman of Rockfire, said:

 

"The completion of the acquisition of all the shares in Hellenic Minerals
marks a new chapter for Rockfire. We are pleased to continue to expand our
portfolio of emerging resource projects, with the Molaoi deposit the next
target for a JORC resource. We look forward to sharing more project
developments with the market in the near future."

 

For further information on the Company, please
visit  www.rockfireresources.com (http://www.rockfireresources.com/)   or
contact the following:

 

 Rockfire Resources plc:                                         info@rockfireresources.com (mailto:info@rockfireresources.com)
 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 Gardiner (Sales and Corporate Broking)

 Yellow Jersey                    rockfire@yellowjerseypr.com
 Sarah Hollins / Henry Wilkinson  Tel: +44 (0) 20 3004 9512

 

Notes to Editors

Rockfire Resources plc (LON: ROCK) is an exploration company with a portfolio
of 100%-owned near-surface gold and large-scale copper projects in Queensland,
Australia and a soon to be acquired high-grade zinc deposit in Greece.

 

The gold project is located within 50 km of two operating gold mines. The
Plateau Gold Deposit is part of the Lighthouse Tenement and bears significant
geological similarities to the nearby Mt Wright gold mine (45km to the
northeast), where 1.5 million ounces of gold have been mined. Plateau has a
JORC resource of 130,000 ounces of gold and an additional 10,000 JORC ounces
of gold is at the Double Event prospect, close to Plateau.

 

Drilling to date at the Company's copper projects, Copperhead and Copper Dome
(35 km and 85 km southwest of the town of Proserpine respectively), are
indicative of large-scale porphyry targets. Both projects have been drilled by
previous explorers and a JORC resource of 120,000 T of copper equivalent value
has been found so far.

 

Rockfire Resources has adopted a strategy of growth and the acquisition of the
Molaoi zinc deposit in Greece forms an important aspect of that strategy.
Molaoi represents a high-grade zinc project and Rockfire intends to evaluate,
expand and develop the zinc resources at Molaoi. The existence of a portal and
decline will be beneficial if it is possible to gain access to this
infrastructure once again. Molaoi lies within 10 km of the coast, providing
excellent access to potential markets.

 

  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                                      Acquisition shares
 c)    Price(s) and volume(s)                                         Price(s)  Volume(s)
                                                                      1.0p      25,000,000

 
 d)    Aggregated information                                          N/A

       - Aggregated volume

       - Price
 e)    Date of the transaction                                        16 May 2022
 f)    Place of the transaction                                       Outside a trading venue

 

d)

Aggregated information

- Aggregated volume

- Price

 N/A

 

e)

Date of the transaction

16 May 2022

f)

Place of the transaction

Outside a trading venue

 

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  MSCDZGMKKVNGZZG