REG - Rockfire Resources - Notice of General Meeting

Rockfire ResourcesAnnouncement

07/03/2025 16:30

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RNS Number : 8850Z  Rockfire Resources PLC  07 March 2025

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.

 

7 March 2025

 

Rockfire Resources plc

("Rockfire" or the "Company")

 

Notice of General Meeting

 

Rockfire Resources plc (LON: ROCK), the gold, base metal and critical mineral
exploration company, announces that a General Meeting of the Company ("GM")
will be held electronically at 9:30am (GMT) on Friday, 28th March 2025.

 

In accordance with clause 22.7 of the Articles of Association, the GM will be
an electronic only GM. 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
link to access the meeting.

All resolutions at the GM will be decided on a poll. Shareholders will still
be able to vote in advance of  the GM by proxy. To ensure that their vote
counts, shareholders should only appoint the Chairman of the GM to act as
their proxy. Details of how to submit a proxy are set out below.

Questions on the business of the meeting should be submitted in writing in
advance, to the Company Secretary at C/o MSP Company Secretarial Eastcastle
House, 27-28 Eastcastle Street,London United Kingdom W1W8DH or by email to
info@rockfire.co.uk.

The board is requesting permission for an elevated level of authority to
ensure the Company has sufficient flexibility to explore multiple
opportunities to grow the Company towards a positive cash flow. This growth
ambition includes the Molaoi Zinc Project and several potential opportunities.

The new authorities being sought represent 72.8% of the Company's current
issued share capital. Shareholders should note that this is a similar level of
authorities that were sought by the Company in November 2023.

 

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 equity securities (within the
meaning of Section 560 of the Act) up to a maximum nominal amount of
£3,000,000 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 2025,
unless renewed or extended prior to such time except that the Directors of the
Company may before the expiry of such period make an offer or agreement which
would or might require equity securities to be allotted after the expiry of
such period and the Directors of the Company may allot equity securities in
pursuance of such offer or agreement as if the authority conferred hereby had
not expired.

 

SPECIAL RESOLUTION

2 - THAT, in substitution for all existing and unexercised authorities and
subject to the passing of Resolution 1, the Directors of the Company 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 or the grant of a right to
subscribe for, or to convert; any equity securities into ordinary shares in
the Company, up to an aggregate nominal amount of £3,000,000 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 2025 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 new authorities being sought represent 72.8% of the Company's current
issued share capital.

 

The Notice of GM and Form of Proxy will be posted to Shareholders on Tuesday
11 March 2025 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                             Tel: +44 (0) 20 3328 5656

 Gordon Hart, Chairman

 Allenby Capital Limited (Nominated Adviser & Joint Broker):      Tel: +44 (0) 20 3328 5656
 John Depasquale / Dan Dearden-Williams (Corporate Finance)
 Guy McDougall / Kelly Gardiner (Sales and Corporate Broking)

 CMC Markets plc (Joint Broker)                                   Tel: +44 (0) 20 7170 8200
 Thomas Curran/Thomas Smith  (Corporate Broking)

 

 

 

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