REG - Rockfire Resources - Notice of General Meeting

Rockfire ResourcesAnnouncement

09/12/2022 16:00

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RNS Number : 2733J  Rockfire Resources PLC  09 December 2022

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

 

9 December 2022

 

Rockfire Resources plc

 

("Rockfire" or the "Company")

Notice of General Meeting

Rockfire Resources plc (LON: ROCK), the base metal and critical mineral
exploration company, announces that a General Meeting ("GM") will be held
electronically at 09.00 a.m. on Tuesday, 10 January 2023.

 

In accord with article 21.4.2 of the Articles of Association, this General
Meeting will be an electronic meeting held on the Zoom platform, enabling
participation only by electronic means. To attend by electronic means,
shareholders must register their proposal to attend at info@rockfire.co.uk
(mailto:info@rockfire.co.uk) . Once registered the Company will provide the
Zoom platform link to access the meeting.

 

The purpose of the GM is to address the following resolutions, of which
Resolution 1 will be proposed as an ordinary resolution and Resolution 2 will
be proposed as a special resolution:

 

Ordinary Resolution

 

1.    THAT, in substitution for all existing and unexercised authorities,
the Directors be and they are hereby generally and unconditionally authorised
for the purpose of Section 551 of the Companies Act 2006 ('the Act') to
exercise all or any of the powers of the Company to allot and to grant rights
to subscribe for or to convert any security into shares in the Company
("Rights") up to a maximum nominal amount of £400,000 provided that this
authority shall, unless previously revoked or varied by the Company in general
meeting, expire on the earlier of the conclusion of the next Annual General
Meeting of the Company or 30 June 2023, unless renewed or extended prior to
such time, except that the Directors may before the expiry of such period make
an offer or agreement which would or might require Rights to be allotted or
granted after the expiry of such period and the Directors may allot and grant
Rights in pursuance of such offer or agreement as if the authority conferred
hereby had not expired.

 

Special Resolution

 

THAT, in substitution for all existing and unexercised authorities and subject
to the passing of Resolution 1, the Directors be and they are hereby empowered
pursuant to Section 570 of the Companies Act 2006 ('the Act') to allot equity
securities (as defined in Section 560 of the Act) pursuant to the authority
conferred upon them by Resolution 1 as if Section 561(1) of the Act did not
apply to any such allotment provided that the power conferred by this
Resolution, unless previously revoked or varied by special resolution of the
Company in general meeting, shall be limited:

 

(a)           to the allotment of equity securities in connection
with a rights issue or other pre-emptive issue in favour of ordinary
shareholders where the equity securities respectively attributable to the
interest of all such shareholders are proportionate (as nearly as may be) to
the respective numbers of the ordinary shares held by them subject only to
such exclusions or other arrangements as the Directors may consider
appropriate to deal with fractional entitlements or legal and practical
difficulties under the laws of, or the requirements of any recognised
regulatory body in, any territory; and

 

(b)          to the allotment (otherwise than pursuant to
sub-paragraph (a) above) of equity securities up to an aggregate nominal
amount of £400,000 in respect of any other issues for cash consideration;

 

                and shall expire on the earlier conclusion of
the next Annual General Meeting of the Company or 30 June 2023 save that the
Company may before such expiry make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the Directors
may allot equity securities in pursuance of such offer or agreement as if the
power conferred hereby had not expired.

 

Recommendation

 

The Board believes that the resolutions contained in the Notice of GM are in
the best interests of the Company and shareholders as a whole and recommends
you to vote in favour of them, as your Directors intend to do in respect of
their beneficial shareholdings.

 

 

The Notice of GM and Form of Proxy will be posted to Shareholders on Monday,
12 December 2022 and copies will also be made available on the Company's
website at www.rockfireresources.com (http://www.rockfireresources.com/) .

 

 

 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)
 Matt Butlin / Kelly Gardner (Sales and Corporate Broking)

 

 

Notes to Editors

Rockfire Resources plc (LON: ROCK) is a base metal and critical mineral
exploration company, with a portfolio of 100%-owned gold/copper/silver
projects in Queensland Australia and a high-grade zinc/lead/silver/germanium
deposit in Greece.

 

§ The 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 130,000 ounces of
gold and 800,000 ounces of silver.

 

§ 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.

 

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