REG - Rockfire Resources - Proposed placing to raise £3.0 million

Rockfire ResourcesAnnouncement

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RNS Number : 4305L  Rockfire Resources PLC  12 December 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.

 

12 December 2025

 

Rockfire Resources plc

("Rockfire" or the "Company" or the "Group")

 

Proposed placing to raise £3.0 million and appointment of joint broker

 

Rockfire Resources plc (LON: ROCK), the base metal, precious metal, and
critical mineral exploration company, is pleased to announce that it has
conditionally raised £3.0 million (before expenses) by way of a placing
(the "Placing") of a total of 2,307,692,298 new ordinary shares of 0.1
pence each in the Company (the "Placing Shares") at a price of 0.13 pence
per new Ordinary Share (the "Issue Price").

 

The allotment and admission of the Placing Shares is conditional, inter alia,
upon the passing of resolutions to authorise such issues and allotments and
disapply pre-emption rights (the "Resolutions") to be put to shareholders (the
"Shareholders") at a general meeting of the Company (the "General Meeting")
which is expected to be held in early January 2026, further details of which
will be set out in the notice of general meeting (the "Notice of GM") which
the Company intends to post to Shareholders early next week.

 

ACAM LP ("ACAM") have subscribed for 384,615,384 new Ordinary Shares
representing a consideration of £500,000 and following the admission of the
Placing Shares, will hold a 16.06% interest in the enlarged issued share
capital of the Company.

 

Chairman and Director, Gordon Hart, has subscribed for 7,761,538 new Ordinary
Shares at the Issue Price representing a consideration of £10,090 and
following admission is expected to hold a 0.3% interest in the enlarged issued
share capital of the Company. Non-Executive Director, Nicholas Walley, has
subscribed for 30,700,000 new Ordinary Shares at the Issue Price representing
a consideration of £39,910. Following admission, Nicholas Walley is expected
to hold a 1.96% interest in the enlarged issued share capital of the Company.

 

The Directors intend for the net proceeds of the Placing to be used, in
conjunction with Rockfire's existing available cash resources, to continue the
development of the Company's Molaoi zinc/silver/lead project in Greece and to
fund on-going working capital requirements within the Company. An update of
the zinc resource at Molaoi is anticipated in due course 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.

 

Background to the Fundraise

 

On 4 September 2024, the Company announced a JORC mineral resource upgrade at
the Group's Molaoi zinc/silver/lead deposit in Greece. The updated JORC
resource was 500% larger than the maiden resource announced by the Group in
May 2022.

 

Molaoi now contains 1,090,000 tonnes of zinc, 260,000 tonnes of lead, and 19.1
million ounces of silver. Molaoi also contains one of the world's geologically
rare critical metals, germanium. A preliminary germanium quantity, (not yet
compliant with the JORC Code) has been calculated at 4.8 MT @ 21.9 g/t Ge
(105,700 kg germanium).

 

The next stage of development of the Molaoi deposit in Greece involves moving
as many zinc tonnes into the "Indicated" category of the JORC Code, for input
to a scoping study of mining and processing options. In addition, several
important drill holes will be required to close drilling gaps on a number of
drill lines.

 

In order to progress the development of Molaoi, the net proceeds of the
Fundraise will be applied to:

 

(i) continue development of the Company's Molaoi zinc/silver/lead/Germanium
project in Greece; and (ii) to fund on-going working capital requirements
within the Company.

 

Related Party Transaction

 

ACAM is a substantial shareholder of the Company. Therefore, ACAM is deemed to
be a related party pursuant to the AIM Rules for Companies (the "AIM Rules").
ACAM's participation in the Placing constitutes a related party transaction in
accordance with Rule 13 of the AIM Rules. Accordingly, the independent
directors (being David Price, Ian Staunton, Patrick Elliott and Steven Hunt)
consider, having consulted with the Company's Nominated Adviser, Allenby
Capital Limited, that the terms of ACAM's participation in the Placing to be
fair and reasonable insofar as the Company's shareholders are concerned.

 

Details of the Placing

The Placing comprises the issue of 2,307,692,298 new Ordinary Shares
(the "Placing Shares") at the Issue Price. The Placing Shares are to be
issued subject to shareholder approval at a General Meeting which is expected
to be held on 2 January 2026.

 

The Issue Price represents a discount of approximately 18.7 per cent. to the
closing mid-market price of 0.16 pence of an Ordinary Share on 11 December
2025, being the latest practicable date prior to the publication of this
announcement.

 

Appointment of Joint Broker

Rockfire is also pleased to announce the appointment of Oak Securities as the
Company's joint broker with immediate effect.

 

Application to AIM

An application will be made to London Stock Exchange plc ("London Stock
Exchange") for the Placing Shares to be admitted to trading on the AIM market
of the London Stock Exchange. It is currently anticipated that, subject to the
passing of the Resolutions at the General Meeting, admission is expected to
become effective, and dealings in the Placing Shares will commence on AIM, at
8.00 a.m. on or around 9 January 2026.

 

The Placing is not being underwritten by Allenby Capital Limited or any other
person.

 

David Price, Chief Executive of Rockfire, said:

 

"This funding will be put directly into drilling at Molaoi to achieve our
upgrade from Inferred to Indicated status according to the JORC code for
reporting.

 

"Rockfire has been busy over the last six months establishing a lithofacies
model, completing a significant pXRF surface survey, gathering drill core
samples for metallurgical purposes and undertaking a pXRF logging of
historical drill core. This work has delineated additional targets north of
Molaoi and have resulted in the identification of the preferred horizons for
zinc mineralisation.

 

"I, and the Board, thank our new and existing investors for their
understanding of the significance of the Molaoi project, as well as their
vision to see the potential of the project and where Molaoi can be positioned
for the future."

 

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 (mailto:info@rockfire.co.uk)
 David Price, Chief Executive Officer

 Allenby Capital Limited (Nominated Adviser & Joint Broker):      Tel: +44 (0) 20 3328 5656
 John Depasquale / Ashur Joseph (Corporate Finance)
 Matt Butlin / Kelly Gardiner (Sales and Corporate Broking)

 CMC Markets UK (Joint Broker)                                    Tel: +44 (0) 20 3003 8632
 Doulas Crippen

 Oak Securities (Joint Broker)                                    Tel: +44 (0) 20 3973 3678
 Jerry Keen / Robert Bell

 

Notes to Editors

Rockfire Resources plc (LON: ROCK) is a gold, base 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).

 

 

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.

 

IMPORTANT NOTICES

 

Forward Looking Statements

 

This announcement contains forward-looking statements which are based on the
beliefs, expectations and assumptions of the Directors and other members of
senior management about the Group's businesses. All statements other than
statements of historical fact included in this announcement may be
forward-looking statements. Generally, words such as "will", "may", "should",
"could", "estimates", "continue", "believes", "expects", "aims", "targets",
"projects", "intends", "anticipates", "plans", "prepares", "seeks" or, in each
case, their negative or other variations or similar or comparable expressions
identify forward-looking statements.

 

These forward-looking statements are not guarantees of future performance, and
there can be no assurance that the expectations reflected in such
forward-looking statements will prove to have been correct. Rather, they are
based on the current beliefs, expectations and assumptions and involve known
and unknown risks, uncertainties and other factors, many of which are outside
the control of the Company and are difficult to predict, that may cause actual
results, performance, plans, objectives, achievements or events to differ
materially from those express or implied in such forward-looking statements.
Undue reliance should, therefore, not be placed on such forward-looking
statements.

 

New factors will emerge in the future, and it is not possible to predict which
factors they will be. In addition, the impact of each factor on the Group's
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those described in any
forward-looking statement or statements cannot be assessed, and no assurance
can therefore be provided that assumptions will prove correct or that
expectations and beliefs will be achieved.

 

Any forward-looking statement contained in this announcement based on past or
current trends and/or activities of the Group should not be taken as a
representation that such trends or activities will continue in the future. No
statement in this announcement is intended to be a profit forecast or to imply
that the earnings of the Group for the current year or future years will match
or exceed historical or published earnings of the Group.

 

Each forward-looking statement speaks only as at the date of this announcement
and is not intended to give any assurance as to future results. The Company
and/or its Directors expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein as a result of new information, future events or other
information, except to the extent required by the FCA's Disclosure Guidance
and Transparency Rules, the rules of the London Stock Exchange, including the
AIM Rules or by applicable law.

 

Notice to overseas persons

 

This announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.

 

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States, Australia, New
Zealand, Russia, Canada, Japan, the Republic of South Africa, Singapore or any
jurisdiction into which the publication or distribution would be unlawful.
This announcement is for information purposes only and does not constitute an
offer to sell or issue or the solicitation of an offer to buy or acquire
shares in the capital of the Company in  the United States, Australia, New
Zealand, Russia, Canada, Japan,  the Republic of South Africa, Singapore or
any jurisdiction in which such offer or solicitation would be unlawful or
require preparation of any prospectus or other offer documentation or would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction.  Persons into whose
possession this announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions. Any failure to comply
with these restrictions may constitute a violation of securities laws of such
jurisdictions.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

 

General

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) or any previous announcement made by the Company is
incorporated into, or forms part of, this announcement.

 

Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Nominated Adviser and Broker to the Company in
connection with the Placing. Allenby Capital will not be responsible to any
person other than the Company for providing the protections afforded to
clients of Allenby Capital or for providing advice to any other person in
connection with the Placing. Allenby Capital has not authorised the contents
of, or any part of, this announcement, and no liability whatsoever is accepted
by Allenby for the accuracy of any information or opinions contained in this
announcement or for the omission of any material information.

 

Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform exactly with the total figure given.

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