Notice of General Meeting

Rockfire Resources PLC

28 November 2023

 

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

28 November 2023

Rockfire Resources plc

("Rockfire" or the "Company")

Notice of General Meeting

Rockfire Resources plc (LON: ROCK), the gold, base metal and critical mineral exploration company, announces that a General Meeting ("GM") will be held electronically at 9:30am (GMT) on Tuesday, 19th December 2023.

In accordance with clause 22.7 of the Articles of Association, this General Meeting will be an electronic meeting, enabling participation only by electronic means. To attend by electronic means, shareholders must register their proposal to attend at [e-mail]. Once registered the Company will provide the link to access the meeting.

All resolutions at the GM will be decided on a poll. Shareholders will still be able to vote in advance of the GM by proxy. To ensure that their vote counts, shareholders should only appoint the Chairman of the GM to act as their proxy. Details of how to submit a proxy are set out in the Notice of GM.

Questions on the business of the meeting should be submitted in writing in advance, to the Company Secretary at C/o One Advisory 201 Temple Chambers, 3-7 Temple Avenue, London United Kingdom EC4YODT or by email to [e-mail].

The board is requesting permission for an elevated level of authority to ensure the Company has sufficient flexibility to explore multiple opportunities to grow the Company towards a positive cash flow. This growth ambition includes the Molaoi Zinc Project and several potential opportunities which may result in positive cash flow.

The purpose of the GM is to address the following resolutions, of which Resolution 1 will be proposed as an ordinary resolution and Resolution 2 will be proposed as a special resolution:

Ordinary Resolution

1.    THAT, in substitution for all existing and unexercised authorities, the Directors be and they are hereby generally and unconditionally authorised for the purpose of Section 551 of the Companies Act 2006 ('the Act') to exercise all or any of the powers of the Company to allot equity securities (within the meaning of Section 560 of the Act) up to a maximum nominal amount of £2,000,000 provided that this authority shall, unless previously revoked or varied by the Company in general meeting, expire on the earlier of the conclusion of the next Annual General Meeting of the Company or 30 June 2024, unless renewed or extended prior to such time except that the Directors of the Company may before the expiry of such period make an offer or agreement which would or might require equity securities to be allotted after the expiry of such period and the Directors of the Company may allot equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

Special Resolution

2.    THAT, in substitution for all existing and unexercised authorities and subject to the passing of Resolution 1, the Directors of the Company be and they are hereby empowered pursuant to Section 570 of the  Companies Act 2006 ('the Act') to allot equity securities (as defined in Section 560 of the Act) pursuant to the authority conferred upon them by Resolution 1 as if Section 561(1) of the Act did not apply to any such allotment provided that the power conferred by this Resolution, unless previously revoked or varied by special resolution of the Company in general meeting, shall be limited:

a)    to the allotment of equity securities in connection with a rights issue or other pre-emptive issue in favour of ordinary shareholders where the equity securities respectively attributable to the interest of all such shareholders are proportionate (as nearly as may be) to the respective numbers of the ordinary shares held by them subject only to such exclusions or other arrangements as the Directors may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory; and

b)    to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities or the grant of a right to subscribe for, or to convert; any equity securities into ordinary shares in the Company, up to an aggregate nominal amount of £2,000,000 in respect of any other issues for cash consideration;

and shall expire on the earlier conclusion of the next Annual General Meeting of the Company or 30 June 2024 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

Recommendation

The Board believes that the resolutions contained in the Notice of GM are in the best interests of the Company and shareholders as a whole and recommends you to vote in favour of them, as your Directors intend to do in respect of their beneficial shareholdings.

The new authorities being sought represent 78.6% of the Company's current issued share capital.

The Notice of GM and Form of Proxy will be posted to Shareholders on Thursday, 30 November 2023 and copies will also be made available on the Company's website at www.rockfireresources.com.

Rockfire Resources plc:	[e-mail]
David Price, Chief Executive Officer Gordon Hart, Chairman
Allenby Capital Limited (Nominated Adviser & Broker):	Tel: [phone]
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.

 

END