Subscription with UK Institution and Directors

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 REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN 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 Nicholas Walley Gordon Hart David Price Graeme Hogan	17,242,765 59,000,000 8,823,530 38,850,000 nil	22,800,000 16,200,000 9,600,000 7,500,000 3,900,000	40,042,765 75,200,000 18,423,530 46,350,000 3,900,000	2.79% 5.23% 1.28% 3.22% 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  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 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  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	Purchase of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.125p  22,800,000
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  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	Purchase of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.125p  16,200,000
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  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	Purchase of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.125p  9,600,000
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  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	Purchase of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.125p  7,500,000
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  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	Purchase of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.125p  3,900,000
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

 

END

 

 

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