Issue of Shares to Complete Acquisition of Molaoi

RNS Number : 5808L

Rockfire Resources PLC

16 May 2022

 

  The information contained within this announcement is deemed by the Company to constitute inside information pursuant to Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended.

  16 May 2022

Rockfire Resources plc

("Rockfire" or the "Company")

Issue of Shares to Complete Acquisition of Molaoi

Director/PDMR Shareholding

Rockfire Resources plc (LON: ROCK), the gold and base metal exploration company, is pleased to announce that it has successfully secured 100% control of the Molaoi zinc project, through the acquisition of all shares in Hellenic Minerals IKE ("Hellenic"), the Greek-registered holder of the exploration and exploitation licence.

In accordance with the Memorandum of Understanding (MOU), and as consideration for the transfer of all Hellenic shares to Rockfire, Rockfire will issue a total of 50,000,000 (fifty million) new ordinary shares in the Company at an issue price of £0.01 (1.0p) as Tranche 1 ("Acquisition Shares") to the vendors of Hellenic (or their nominees). The Acquisition Shares will be voluntarily escrowed by the vendors of Hellenic (or their nominees) for a period of 6 months from the date of issue.

Within 28 days after Rockfire announces a JORC-compliant mineral resource exceeding four hundred thousand (400,000) tonnes of zinc equivalent value, Rockfire shall issue to the Vendors of Hellenic (George Skevas or his nominee/s), a further £400,000 worth of Rockfire Shares as Tranche 2 (or £200,000 cash and £200,000 in shares). The number of shares to be issued will be based at a 5% discount to the 5-day VWAP share price in Rock at the time of the RNS release of the JORC. The Rockfire Shares to be issued as Tranche 2 to the Vendors of Hellenic or their Nominees will be voluntarily escrowed for a period of 6 months from the date of issue.

The Vendors of Hellenic shall retain an enduring 2.0% (two percent) Gross Production Royalty on saleable product from all metals extracted from the Assets (Tranche 3). Rockfire shall have the Option to acquire the Gross Production Royalty for a cash consideration of GBP£ 1,000,000 at any time.

The conclusion of the transfer of all shares in Hellenic to Rockfire, results in Rockfire assuming 100% ownership of the right to explore and mine the high-grade Molaoi zinc, lead and silver deposit. Germanium, a critical metal, has recently been identified from resampling historical core. The rights to Molaoi are valid for 30 years, including the right to mine. Molaoi has an excellent infrastructure, including 173 cored drill holes, a historical (capped) underground portal, a 600m-long exploration decline, mineralisation starting at surface, and 7 km of prospective strike extension, all of which are sited only 9 km from the coast, allowing easy access to potential markets.

As previously disclosed to the market on 23 December 2021, David Price, the Chief Executive Officer of Rockfire, has a historic agreement with Hellenic, which entitles him to 50% of the Acquisition Shares. On Admission of the Acquisition Shares, David will have an interest in 38,850,000 ordinary shares, representing approximately 3.42 per cent. of the issued share capital of the Company, as enlarged by the Acquisition Shares. The FCA notification, made in accordance with the requirements of the EU Market Abuse Regulation, is appended below.

Application has been made to the London Stock Exchange for the Acquisition Shares to be admitted to trading on AIM (Admission). Admission is expected to become effective on AIM on or around 20 May 2022.

Total voting rights

On Admission, the Company's issued ordinary share capital will consist of 1,135,444,195 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 1,135,444,195.  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.

Gordon Hart, Chairman of Rockfire, said :

"The completion of the acquisition of all the shares in Hellenic Minerals marks a new chapter for Rockfire. We are pleased to continue to expand our portfolio of emerging resource projects, with the Molaoi deposit the next target for a JORC resource. We look forward to sharing more project developments with the market in the near future."

For further information on the Company, please visit  www.rockfireresources.com  or contact the following: 

Rockfire Resources plc:		[e-mail]
David Price, Chief Executive Officer
Allenby Capital Limited (Nominated Adviser & Broker)		Tel: [phone]
John Depasquale / George Payne (Corporate Finance)
Matt Butlin/Kelly Gardiner (Sales and Corporate Broking)
Yellow Jersey	[e-mail]
Sarah Hollins / Henry Wilkinson	Tel: [phone]

Notes to Editors

Rockfire Resources plc (LON: ROCK) is an exploration company with a portfolio of 100%-owned near-surface gold and large-scale copper projects in Queensland, Australia and a soon to be acquired high-grade zinc deposit in Greece.

The gold project is located within 50 km of two operating gold mines. The Plateau Gold Deposit is part of the Lighthouse Tenement and bears significant geological similarities to the nearby Mt Wright gold mine (45km to the northeast), where 1.5 million ounces of gold have been mined. Plateau has a JORC resource of 130,000 ounces of gold and an additional 10,000 JORC ounces of gold is at the Double Event prospect, close to Plateau.

Drilling to date at the Company's copper projects, Copperhead and Copper Dome (35 km and 85 km southwest of the town of Proserpine respectively), are indicative of large-scale porphyry targets. Both projects have been drilled by previous explorers and a JORC resource of 120,000 T of copper equivalent value has been found so far.

Rockfire Resources has adopted a strategy of growth and the acquisition of the Molaoi zinc deposit in Greece forms an important aspect of that strategy. Molaoi represents a high-grade zinc project and Rockfire intends to evaluate, expand and develop the zinc resources at Molaoi. The existence of a portal and decline will be beneficial if it is possible to gain access to this infrastructure once again. Molaoi lies within 10 km of the coast, providing excellent access to potential markets.

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 & Managing 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  Identification code	Ordinary shares of 0.1p each in Rockfire Resources plc Identification code (ISIN) for Rockfire Resources plc ordinary shares: GB00B42TN250
b)	Nature of the transaction	Acquisition shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1.0p  25,000,000
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transaction	16 May 2022
f)	Place of the transaction	Outside a trading venue

 

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