REG - Rockfire Resources - Subscription with UK Institution and Directors

Rockfire ResourcesAnnouncement

17/10/2022 07:00

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RNS Number : 0319D  Rockfire Resources PLC  17 October 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
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WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

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 ("EUWA")) ("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.

 

17 October 2022

 

Rockfire Resources plc

 

("Rockfire" or the "Company")

 

Subscription with UK Institution

and

Subscription by Directors & Management

 

Rockfire Resources plc (LON: ROCK), the gold and base metal exploration
company, is pleased to announce that it has successfully raised £375,000,
before expenses, through a UK institutional investor ("Institutional
Investor") subscribing for 240,000,000 new ordinary shares of 0.1p par value
(the "Ordinary Shares") at a price of 0.125 pence per share (the "Issue
Price") and certain Rockfire employees, including a number of Directors and a
member of senior management subscribing for an aggregate of 60,000,000 new
Ordinary Shares at the Issue Price (the "Subscription"). In total 300,000,000
new Ordinary Shares have been issued pursuant to the Subscription (the
"Subscription Shares").

 

David Price, Chief Executive of Rockfire, said:

"We are delighted to have completed a successful subscription with a UK
Institutional investor, especially considering the current difficult market
conditions. By participating in this subscription alongside a strong financial
partner, the board of directors and management are demonstrating the positive
outlook it has for the Company generally and Molaoi particularly. Following
this subscription, the board and management will jointly hold 14.95% of the
ordinary shares in the company.

 

"These new funds strengthen the company's balance sheet and will help to
facilitate our planned geophysical survey and initial drilling programme at
Molaoi. The Company is pleased to confirm it now has sufficient funds to
complete both of these programmes sequentially which are expected to be
completed by the end of June 2023. The geophysical survey is designed to
highlight massive sulphide lodes with strong magnetic trends. This is expected
to provide clear drilling targets for our initial drilling campaign.

 

"The Company has submitted the relevant applications for the initial drilling
programme and is eagerly awaiting the approvals. Our geophysical survey will
commence shortly, with subsequent drilling to be directed at the strongest
magnetic anomalies expected to be outlined by the geophysics. The Board is
looking forward to commencing initial drilling at Molaoi, with drilling
results expected regularly during the programme."

 

 

Director and management participation

 

The following Directors and employees of the Company have subscribed for
Subscription Shares pursuant to the Subscription:

 

 Director / Management  Existing number of Ordinary Shares  Number of Subscription Shares  Total number of Ordinary Shares following the Subscription  % Shareholding following Admission
 Patrick Elliott        17,242,765                          22,800,000                     40,042,765                                                  2.79%

 Nicholas Walley        59,000,000                          16,200,000                     75,200,000                                                  5.23%

 Gordon Hart            8,823,530                           9,600,000                      18,423,530                                                  1.28%

 David Price            38,850,000                          7,500,000                      46,350,000                                                  3.22%

 Graeme Hogan           nil                                 3,900,000                      3,900,000                                                   0.27%

 

 

 

The FCA notification, made in accordance with the requirements of the UK
Market Abuse Regulation, is appended below.

 

Admission and total voting rights

 

The Subscription has been conducted utilising the Company's existing share
authorities.  The Subscription is conditional, inter alia, on admission of
the Subscription Shares to trading on AIM ("Admission") becoming effective.

 

Application has been made to the London Stock Exchange for the Subscription
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective and that dealings in the Subscription Shares on AIM will
commence on or around 20 October 2022.

 

On Admission, the Company's issued ordinary share capital will consist of
1,437,239,067 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 1,437,239,067.  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.

 

 

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 & 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 mineral exploration company with a
portfolio of 100%-owned gold and copper projects in Queensland Australia and a
high-grade zinc deposit in Greece.

 

§ The Molaoideposit in Greece has a JORC resource of 210,000 tonnes of zinc,
39,000 tonnes of lead and3.5 million ounces of silver.

 

§ The Plateaudeposit in Queensland has a JORC resource of 208,000 ounces of
gold and 1.5 million ounces of silver (0.2 g/t Au cut-off).

 

§ 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.

 

 

 

 

Forward-looking Statements

This news release contains forward-looking statements that are based on the
Company's current expectations and estimates. Forward-looking statements are
frequently characterised by words such as "plan", "expect", "project",
"intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other
similar words or statements that certain events or conditions "may" or "will"
occur. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors that could cause actual events or results to
differ materially from estimated or anticipated events or results implied or
expressed in such forward-looking statements. Such factors include, among
others: the actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans continue to be
refined; possible variations in ore grade or recovery rates; accidents, labour
disputes, and other risks of the mining industry; delays in obtaining
governmental approvals or financing; and fluctuations in metal prices. There
may be other factors that cause actions, events, or results not to be as
anticipated, estimated, or intended. Any forward-looking statement speaks only
as of the date on which it is made and, except as may be required by
applicable securities laws, the Company disclaims any intent or obligation to
update any forward-looking statement, whether as a result of new information,
future events, or results or otherwise. Forward-looking statements are not
guarantees of future performance and accordingly, undue reliance should not be
put on such statements due to the inherent uncertainty therein.

 

 

Notice to Distributors

 

Solely for the purposes of the temporary product intervention rules made under
sections S137D and 138M of the Financial Services and Markets Act 2000 and the
FCA Product Intervention and Product Governance Sourcebook (together, the
"Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of retail investors and investors who meet the criteria
of professional clients and eligible counterparties, as defined under the FCA
Conduct of Business Sourcebook COBS 3 Client categorisation, and are eligible
for distribution through all distribution channels as are permitted by the FCA
Product Intervention and Product Governance Sourcebook (the "Target Market
Assessment").

 

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing offer no guaranteed income and no
capital protection; and an investment in the Placing 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 the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Allenby Capital Limited will only procure investors
who meet the criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of the FCA
Conduct of Business Sourcebook COBS 9A and 10A respectively; 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 Placing
Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

  1    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                           Patrick Elliott
 2     Reason for the notification
 a)    Position/status                                                Non-executive 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                                      Purchase of shares
 c)    Price(s) and volume(s)                                         Price(s)  Volume(s)
                                                                      0.125p    22,800,000

 
 d)    Aggregated information                                          N/A

       - Aggregated volume

       - Price
 e)    Date of the transaction                                        14 October 2022
 f)    Place of the transaction                                       Outside a trading venue

 

d)

Aggregated information

- Aggregated volume

- Price

 N/A

 

e)

Date of the transaction

14 October 2022

f)

Place of the transaction

Outside a trading venue

 

  1    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                           Nicholas Walley
 2     Reason for the notification
 a)    Position/status                                                Non-executive 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                                      Purchase of shares
 c)    Price(s) and volume(s)                                         Price(s)  Volume(s)
                                                                      0.125p    16,200,000

 
 d)    Aggregated information                                          N/A

       - Aggregated volume

       - Price
 e)    Date of the transaction                                        14 October 2022
 f)    Place of the transaction                                       Outside a trading venue

 

d)

Aggregated information

- Aggregated volume

- Price

 N/A

 

e)

Date of the transaction

14 October 2022

f)

Place of the transaction

Outside a trading venue

 

  1    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                           Gordon Hart
 2     Reason for the notification
 a)    Position/status                                                Chairman
 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                                      Purchase of shares
 c)    Price(s) and volume(s)                                         Price(s)  Volume(s)
                                                                      0.125p    9,600,000

 
 d)    Aggregated information                                          N/A

       - Aggregated volume

       - Price
 e)    Date of the transaction                                        14 October 2022
 f)    Place of the transaction                                       Outside a trading venue

 

d)

Aggregated information

- Aggregated volume

- Price

 N/A

 

e)

Date of the transaction

14 October 2022

f)

Place of the transaction

Outside a trading venue

 

  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
 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                                      Purchase of shares
 c)    Price(s) and volume(s)                                         Price(s)  Volume(s)
                                                                      0.125p    7,500,000

 
 d)    Aggregated information                                          N/A

       - Aggregated volume

       - Price
 e)    Date of the transaction                                        14 October 2022
 f)    Place of the transaction                                       Outside a trading venue

 

d)

Aggregated information

- Aggregated volume

- Price

 N/A

 

e)

Date of the transaction

14 October 2022

f)

Place of the transaction

Outside a trading venue

 

  1    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                           Graeme Hogan
 2     Reason for the notification
 a)    Position/status                                                Company Secretary
 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                                      Purchase of shares
 c)    Price(s) and volume(s)                                         Price(s)  Volume(s)
                                                                      0.125p    3,900,000

 
 d)    Aggregated information                                          N/A

       - Aggregated volume

       - Price
 e)    Date of the transaction                                        14 October 2022
 f)    Place of the transaction                                       Outside a trading venue

 

d)

Aggregated information

- Aggregated volume

- Price

 N/A

 

e)

Date of the transaction

14 October 2022

f)

Place of the transaction

Outside a trading venue

 

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