REG - Rockfire Resources - Result of Retail Offer & Result of Fundraise

Rockfire ResourcesAnnouncement

11/12/2024 07:00

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RNS Number : 6007P  Rockfire Resources PLC  11 December 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO
SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
(EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE
OF THE EU (WITHDRAWAL) ACT 2018.

 

11 December 2024

 

Rockfire Resources Plc

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

 

Result of Retail Offer

Result of Fundraise

and

Total Voting Rights

 

Rockfire Resources plc (LON: ROCK), the base metal, precious metal, and
critical mineral exploration company, is pleased to confirm, further to the
announcements made on 6 December 2024, the result of its Fundraise at the
Issue Price of 0.12 pence per Ordinary Share. The Retail Offer was five times
oversubscribed, however to satisfy shareholder demand the Company will be
issuing a total of 300,000,000 new Ordinary Shares at the Issue Price pursuant
to the Retail Offer. Accordingly, the Company announces that it has raised
aggregate gross proceeds of £360,000 pursuant to the Retail Offer, alongside
the previously announced Placing.

 

In total, the Placing and the Retail Offer have raised gross proceeds of
approximately £1.02 million for the Company, via the Placing of 550,000,000
Placing Shares and the Retail Offer of 300,000,000 Retail Offer Shares.

 

The Directors intend for the net proceeds of the Fundraise to be used, in
conjunction with Rockfire's existing available cash, to continue development
of the Company's Molaoi zinc/silver/lead/germanium project in Greece. Proceeds
will also be used to fund on-going working capital requirements within the
Company.

 

Significant shareholdings

 

As a result of the issue of the Fundraise Shares, the Company is aware of the
following revised interests of Significant Shareholders (as defined in the AIM
Rules for Companies) in the Company:

 

 Shareholder                 Number of Ordinary Shares held following Admission  Percentage of share capital held following Admission
 Rostra Holdings Pte Ltd     480,000,000                                         12.19%
 TPM Middle East Dubai DMCC  312,000,000                                         7.92%
 The Wonderful Group         308,000,000                                         7.82%

 

Admission and Total Voting Rights

 

Application has been made for the 850,000,000 Fundraise Shares to be admitted
to trading on AIM ("Admission") and the date on which Admission is expected to
become effective is on or around 16 December 2024.

 

Upon Admission, the Company's issued ordinary share capital will consist of
3,937,620,625 Ordinary Shares with one voting right each. The Company does not
hold any Ordinary Shares in treasury. Therefore, from Admission the total
number of Ordinary Shares and voting rights in the Company will be
3,937,620,625. 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 Company under the FCA's Disclosure Guidance
and Transparency Rules.

 

The new Ordinary Shares to be issued pursuant to the Retail Offer will be
issued free of all liens, charges and encumbrances and will, on Admission,
rank pari passu in all respects with the new Ordinary Shares to be issued
pursuant to the Placing and the Company's existing Ordinary Shares.

 

Terms used but not defined in this announcement have the same meaning as set
out in the Company's announcements released at 07:00 on 6 December 2024.

 

 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)
 Guy McDougall / Kelly Gardiner (Sales and Corporate Broking)

 Retail Offer                                                  capx@cmcmarkets.com
 CMC CapX                                                      Tel: +44 (0) 20 3003 8632

 

The Company's LEI is 213800THSZQSFKTXOI24

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The Retail Offer is only open to persons in the United Kingdom who fall within
Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

 

The contents of this announcement have been prepared by and issued by the
Company and is the sole responsibility of the Company. The Board of Directors
of the Company are responsible for arranging the release of this announcement
on behalf of the Company.

 

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.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from Australia, Canada, Japan, the Republic of South Africa, or any
other jurisdiction where to do so might constitute a violation of the relevant
laws or regulations of such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

CMC CapX is a software and technology platform owned and operated by CMC
Markets UK plc (trading as CMC CapX) (registered address at 133 Houndsditch,
London, EC3A 7BX). CMC Markets UK plc ("CMC") is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Retail Offer and will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the Retail Offer, Admission and the other arrangements referred to in
this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and CMC expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or circumstances on which
any such statements are based unless required to do so by the FCA, the London
Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of CMC or any of its affiliates,
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. CMC and its affiliates, accordingly disclaim all and any liability
whether arising in tort, contract or otherwise which they might otherwise be
found to have in respect of this announcement or its contents or otherwise
arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

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) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

 

 

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