REG - Rockfire Resources - Termination of Emirates Gold acquisition

Rockfire ResourcesAnnouncement

13/11/2023 15:00

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RNS Number : 2783T  Rockfire Resources PLC  13 November 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) NO.596/2014, WHICH FORMS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR").

 

13 November 2023

 

Rockfire Resources plc

("Rockfire" or the "Company")

 

Termination of transaction to acquire Emirates Gold DMCC & Emperesse
Bullion LLC

Withdrawal from Share Purchase Agreement

and

Resumption of Trading on AIM

 

Rockfire Resources plc (LON: ROCK), the gold, base metal and critical mineral
exploration company, announces, further to the announcement on 8 November 2023
in response to the UK Government sanction on imposed on Paloma Precious DMCC
("Paloma"), that the Company has formally withdrawn from the conditional share
purchase agreement (the "Agreement") with Paloma to acquire 100% of Emirates
Gold DMCC ("Emirates") and 99% of Emperesse Bullion LLC ("Emperesse")
(Emirates and Emperesse are together the "Targets") (the "Transaction").

 

On 15 September 2023, Rockfire announced the execution of the Agreement with
Paloma for the acquisition of 10% of Emirates and 10% of Emperesse (the
"Initial Shares"), and the conditional acquisition of the remainder of the
Targets. The Transaction would constitute a reverse takeover ("RTO") under the
AIM Rules for Companies (the "AIM Rules") and in accordance with rule 14 of
the AIM Rules, trading in the Company's ordinary shares of 0.1 pence each
("Ordinary Shares") were suspended on AIM from since 7.30 a.m. on 15 September
2023 (the "Suspension").

 

On 8 November 2023, the Foreign, Commonwealth & Development Office, a
department of the Government of the United Kingdom (the UK Government"),
announced the imposing of sanctions on Paloma and 28 other individuals and
entities (the "Sanctions"). Following the Sanctions, Rockfire immediately
sought legal advice from the Company's lawyers. The conclusion of these
discussions is that Rockfire is unable to complete the Transaction without
breaching the Sanction and therefore the Company has formally withdrawn from
the Agreement and will no longer be pursing the acquisition of Emirates and
Emperesse. Following the termination of the Transaction, Rockfire is still
interested in 10% of the Targets and is exploring options in regard to the
Initial Shares.

 

As announced by Rockfire on 22 September 2023, Paloma notified the Company via
a TR-1 form that, on 20 September 2023, it sold 400,000,000 Ordinary Shares in
an off-market transaction at a price of 0.5 pence per Ordinary Share (the
"Disposal"). Following that Disposal, Paloma has no interest in Rockfire's
issued share capital.

 

Resumption of Trading on AIM

Following the termination of the Transaction, the Board have requested the
resumption of trading on the AIM Market of the London Stock Exchange of the
Company's Ordinary Shares with effect from 3.00pm on 13 November 2023.

 

During the Suspension, Rockfire has been actively drilling its 100%-owned
high-grade Molaoi zinc deposit and assay results from this drilling will be
released to the market on receipt of those results from the laboratory.
Management will also continue its review of various advanced exploration
projects throughout the world to consider these for acquisition. This
acquisition strategy has been adopted by Rockfire for many years and
management will continue to implement this strategy.

 

 

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

 Gordon Hart, Chairman

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

 

 

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 resource of 210,000 tonnes of zinc,
39,000 tonnes of lead and 3.5 million ounces of silver, using a 4% Zn cut off.

 

§ 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.

 

§ 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, using
a 0.13% CuEq. cut off.

 

 

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