REG - Rockfire Resources - Placing and Subscription to raise £0.45 million
16/09/2024 09:15
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RNS Number : 3138E Rockfire Resources PLC 16 September 2024
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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) ("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.
16 September 2024
Rockfire Resources plc
("Rockfire" or the "Company" or the "Group")
Placing and Subscription to raise £450,000
Proposed Retail Offer
and
Change of registered office address
Rockfire Resources plc (LON: ROCK), the base metal, precious metal, and
critical mineral exploration company, announces that it has conditionally
raised £450,000 (before expenses) by way of a placing and subscription
(the "Placing and Subscription") of a total of 450,000,000 new ordinary
shares of 0.1 pence each in the Company ("Ordinary Shares") at a price of
0.1 pence per new Ordinary Share (the "Issue Price"). Allenby Capital Limited
("Allenby Capital") is acting as sole broker in connection with the Placing.
The Directors intend for the net proceeds of the Placing and Subscription to
be used, in conjunction with Rockfire's existing available cash, to continue
development of the Company's Molaoi zinc/silver/lead project in Greece and to
fund on-going working capital requirements within the Company.
In addition to the Placing and Subscription, it is proposed that there will be
a separate conditional retail offer to existing shareholders to raise up to
approximately £250,000 (before expenses) at the Issue Price (the "Retail
Offer", and together with the Placing and Subscription, the "Fundraise"), to
provide existing retail shareholders in the Company an opportunity to
participate in the Fundraise. A separate announcement will be made shortly by
the Company regarding the Retail Offer and its terms.
Those investors who subscribe for new Ordinary Shares pursuant to the Retail
Offer (the "Retail Offer Shares") will do so pursuant to the terms and
conditions of the Retail Offer contained in that announcement.
David Price, Chief Executive of Rockfire, said:
"We are very happy to complete the fundraising and now offer a retail
component to existing shareholders who have not participated in the
fundraising. This Retail Offer will remain for a short time only. The net
proceeds of the Fundraise will be applied to (i) continue development of the
Company's Molaoi zinc/silver/lead/Germanium project in Greece; and (ii) to
fund on-going working capital requirements within the Company. This is an
exciting period of growth for Rockfire and we will keep the market fully
informed of progress with our mineral exploration and development of the
Molaoi Zinc, Lead, Silver and Germanium project in Greece."
Background to the Fundraise
On 4 September 2024, the Company announced a JORC mineral resource upgrade at
the Group's Molaoi zinc/silver/lead deposit in Greece. The updated JORC
resource was 500% larger than the maiden resource announced by the Group in
May 2022. This new resource places Molaoi within the top 20 undeveloped zinc
resources globally in terms of tonnage, grade and zinc equivalent metal
content. Molaoi now contains 1,090,000 tonnes of zinc, 260,000 tonnes of lead,
and 19.1 million ounces of silver. Molaoi also contains one of the world's
geologically rare critical metals, germanium. A preliminary germanium
quantity, (not yet compliant with the JORC Code) has been calculated at 4.8 MT
@ 21.9 g/t Ge (105,700 kg germanium). In its purest form, germanium is used as
a semiconductor in transistors and other electronic devices. The next stage of
development of the Molaoi deposit in Greece involves moving as many zinc
tonnes into the "Indicated" category of the JORC Code, for input to a scoping
study of mining and processing options. In addition, several important drill
holes will be required to close drilling gaps on a number of drill lines.
In order to progress the development of Molaoi, the net proceeds of the
Fundraise will be applied to: (i) continue development of the Company's Molaoi
zinc/silver/lead/Germanium project in Greece; and (ii) to fund on-going
working capital requirements within the Company.
At the Company's annual general meeting on the 28 of June 2024, the Company's
shareholders approved share authorities available to the Directors to issue
shares for cash on a non-pre-emptive basis.
In order to implement the Company's longer-term strategy and deliver
shareholder value, the Board considers that the Group will be required to
raise additional capital within the next 12 months. However, the Company is
also exploring non-dilutive funding opportunities which may include finding a
partner to farm into the Molaoi asset, similar to what we achieved with the
Lighthouse tenement gold asset in Australia in 2023.
Details of the Placing and Subscription
The Fundraise comprises a placing (the "Placing") of 440,000,000 new
Ordinary Shares (the "Placing Shares") and a subscription of 10,000,000 new
Ordinary Shares (the "Subscription Shares") and up to 250,000,000 Retail
Offer Shares (together the "Fundraise Shares") at the Issue Price. The
Fundraise Shares are to be issued pursuant to the authorities granted to the
Board at the Company's annual general meeting held on 28 June 2024 on a
non-pre-emptive basis.
Completion of the Retail Offer is conditional, inter alia, upon completion of
the Placing and Subscription. Completion of the Placing and Subscription is
not conditional on the completion of the Retail Offer.
The Issue Price represents a discount of approximately 33 per cent. to the
closing mid-market price of 0.15 pence of an Ordinary Share on 13 September
2024, being the latest practicable date prior to the publication of this
announcement.
It is anticipated that an application will be made to London Stock Exchange
plc ("London Stock Exchange") for the Placing Shares, the Subscription Shares
and the Retail Offer Shares (once the final number of Retail Offer Shares to
be issued is determined) to be admitted to trading on the AIM market of the
London Stock Exchange ("Admission"). It is currently anticipated that
Admission will become effective, and that dealings in the Placing Shares,
Subscription Shares and Retail Offer Shares will commence on AIM, at 8.00 a.m.
on or around 24 September 2024.
The Company and Allenby Capital have entered into a placing agreement pursuant
to which Allenby Capital has, subject to certain conditions, procured
subscribers for the Placing Shares at the Issue Price (the "Placing
Agreement"). The Placing Agreement contains provisions entitling Allenby
Capital to terminate the Placing (and the arrangements associated with it), at
any time prior to Admission (as defined below) in certain circumstances,
including in the event of a material breach of the warranties given in the
Placing Agreement, the failure of the Company to comply with its obligations
under the Placing Agreement, or the occurrence of a force majeure event or a
material adverse change affecting the financial position or business or
prospects of the Company. If this right is exercised, the Placing will not
proceed and any monies that have been received in respect of the Placing will
be returned to the applicants without interest and Admission will not occur.
The Company has agreed to pay Allenby Capital a placing commission and all
other costs and expenses of, or in connection with, the Placing.
The Placing is not being underwritten by Allenby Capital or any other person.
Director and PDMR participation
David Price and Nicholas Walley have subscribed for a total
of 70,000,000 new Ordinary Shares at the Issue Price in the Placing and
Subscription (the "PDMR Participation"). Details of the PDMR Participation are
outlined in the table below.
Director/PDMR Position Participation amount in Fundraise new Ordinary Shares being subscribed Shareholding following Admission Indicative percentage of enlarged share capital following Admission(1)
David Price Chief Executive Officer £10,000 10,000,000 56,350,000 1.73%
Nicholas Walley Non-executive Director £60,000 60,000,000 135,200,000 4.15%
(1) Indicative enlarged share capital following Admission in this context
assumes full take-up under the Retail Offer.
The FCA notification, made in accordance with the requirements of UK MAR is
appended further below.
Change of registered office address
The Company also announces that its registered office address has changed to
Eastcastle House, 27-28 Eastcastle Street, London, United Kingdom, W1W 8DH
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)
Guy McDougall / Kelly Gardiner (Sales and Corporate Broking)
Notes to Editors
Rockfire Resources plc (LON: ROCK) is a mineral exploration and development
company with a portfolio of 100%-owned mineral projects including a high-grade
zinc deposit in Greece and gold and copper projects in Queensland Australia.
· The Molaoi deposit in Greece has a JORC resource of 1,090,000 tonnes
of zinc, 260,000 tonnes of lead and 19.1 million ounces of silver. The Molaoi
deposit in Greece has a JORC Inferred Mineral Resource of 15 million tonnes @
7.26 % Zn,1.75 % Pb and 39.5 g/t Ag, for 1,500,000 tonnes of ZnEq. This
resource uses a 4% low-grade cut, and equates to 1,090,000 tonnes of zinc,
260,000 tonnes of lead and 19.1 million ounces of silver.
· Molaoi also contains one of the world's geologically rare critical
metals, germanium. A preliminary germanium quantity, which does not comply
with the requirements of the JORC Code has been calculated at 4.8 million
tonnes @ 21.9 g/t Ge (105,700 kilograms germanium)
· The Plateau deposit in Queensland has a JORC resource of 130,000
ounces of gold and 800,000 ounces of silver.
· 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.
Qualified Person Statement
The technical information in this announcement is based on information
compiled by Mr David Price, the Chief Executive Officer of Rockfire Resources
plc, who is a Fellow of the Australasian Institute of Mining and Metallurgy
(F.AusIMM). Mr Price has sufficient experience relevant to the style of
mineralisation and type of deposit under consideration and to the activity
which has been undertaken to qualify as a "Qualified Person" in accordance
with the AIM Rules Guidance Note for Mining and Oil & Gas Companies. Mr
Price consents to the inclusion in the announcement of the matters based on
their information in the form and context in which it appears.
IMPORTANT NOTICES
Notice to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II as this is applied in the United Kingdom; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the shares the subject of the Placing have been subject to a product
approval process, which has determined that such securities are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, distributors
should note that: the price of the shares the subject of the Placing may
decline and investors could lose all or part of their investment; the shares
offer no guaranteed income and no capital protection; and an investment in the
shares 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, Capital Plus and Dowgate Capital
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 MiFID II; 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 shares the subject of the Placing. Each
distributor is responsible for undertaking its own target market assessment in
respect of the shares and determining appropriate distribution channels.
Forward Looking Statements
This announcement contains forward-looking statements which are based on the
beliefs, expectations and assumptions of the Directors and other members of
senior management about the Group's businesses. All statements other than
statements of historical fact included in this announcement may be
forward-looking statements. Generally, words such as "will", "may", "should",
"could", "estimates", "continue", "believes", "expects", "aims", "targets",
"projects", "intends", "anticipates", "plans", "prepares", "seeks" or, in each
case, their negative or other variations or similar or comparable expressions
identify forward-looking statements.
These forward-looking statements are not guarantees of future performance, and
there can be no assurance that the expectations reflected in such
forward-looking statements will prove to have been correct. Rather, they are
based on the current beliefs, expectations and assumptions and involve known
and unknown risks, uncertainties and other factors, many of which are outside
the control of the Company and are difficult to predict, that may cause actual
results, performance, plans, objectives, achievements or events to differ
materially from those express or implied in such forward-looking statements.
Undue reliance should, therefore, not be placed on such forward-looking
statements.
New factors will emerge in the future, and it is not possible to predict which
factors they will be. In addition, the impact of each factor on the Group's
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those described in any
forward-looking statement or statements cannot be assessed, and no assurance
can therefore be provided that assumptions will prove correct or that
expectations and beliefs will be achieved.
Any forward-looking statement contained in this announcement based on past or
current trends and/or activities of the Group should not be taken as a
representation that such trends or activities will continue in the future. No
statement in this announcement is intended to be a profit forecast or to imply
that the earnings of the Group for the current year or future years will match
or exceed historical or published earnings of the Group.
Prospective investors are strongly recommended to read the risk factors set
out in Part II of the Circular for a more complete discussion of the factors
that could affect the Company's future performance and the industry in which
the Company operates. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements in this
announcement may not occur.
Each forward-looking statement speaks only as at the date of this announcement
and is not intended to give any assurance as to future results. The Company
and/or its Directors expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein as a result of new information, future events or other
information, except to the extent required by the FCA's Disclosure Guidance
and Transparency Rules, the rules of the London Stock Exchange, including the
AIM Rules or by applicable law.
Notice to overseas persons
This announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States, Australia, New
Zealand, Russia, Canada, Japan, the Republic of South Africa, Singapore or any
jurisdiction into which the publication or distribution would be unlawful.
This announcement is for information purposes only and does not constitute an
offer to sell or issue or the solicitation of an offer to buy or acquire
shares in the capital of the Company in the United States, Australia, New
Zealand, Russia, Canada, Japan, the Republic of South Africa, Singapore or
any jurisdiction in which such offer or solicitation would be unlawful or
require preparation of any prospectus or other offer documentation or would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions. Any failure to comply
with these restrictions may constitute a violation of securities laws of such
jurisdictions.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
General
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) or any previous announcement made by the Company is
incorporated into, or forms part of, this announcement.
Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Nominated Adviser and Broker to the Company in
connection with the Placing. Allenby Capital will not be responsible to any
person other than the Company for providing the protections afforded to
clients of Allenby Capital or for providing advice to any other person in
connection with the Placing. Allenby Capital has not authorised the contents
of, or any part of, this announcement, and no liability whatsoever is accepted
by Allenby for the accuracy of any information or opinions contained in this
announcement or for the omission of any material information.
Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform exactly with the total figure given.
Details of the person discharging managerial responsibilities/person closely
associated
(a) Full name of person Dealing David Price
2. Reason for notification
(b) Position/status Chief Executive Officer
(c) Initial notification/ Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
(d) Name of entity Rockfire Resources plc
(e) 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
(b) Identification code Identification code (ISIN) for Rockfire Resources plc ordinary shares:
GB00B42TN250
(c) Nature of the transaction Acquisition of Ordinary Shares
(d) Price(s) and volume(s) Prices(s) Volume(s)
0.1 pence per new Ordinary Share 10,000,000
(e) Aggregated information:
- Aggregated volume 10,000,000
- Price 0.1 pence per Ordinary Share
- Amount £10,000
(f) Date of transaction 16 September 2024
(g) Place of transaction Outside a trading venue
(e)
Aggregated information:
- Aggregated volume
- Price
- Amount
10,000,000
0.1 pence per Ordinary Share
£10,000
(f)
Date of transaction
16 September 2024
(g)
Place of transaction
Outside a trading venue
Details of the person discharging managerial responsibilities/person closely
associated
(a) Full name of person Dealing Nicholas Walley
2. Reason for notification
(b) Position/status Non-executive Director
(c) Initial notification/ Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
(d) Name of entity Rockfire Resources plc
(e) 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
(b) Identification code Identification code (ISIN) for Rockfire Resources plc ordinary shares:
GB00B42TN250
(c) Nature of the transaction Acquisition of Ordinary Shares
(d) Price(s) and volume(s) Prices(s) Volume(s)
0.1 pence per new Ordinary Share 60,000,000
(e) Aggregated information:
- Aggregated volume 60,000,000
- Price 0.1 pence per Ordinary Share
- Amount £60,000
(f) Date of transaction 16 September 2024
(g) Place of transaction Outside a trading venue
(e)
Aggregated information:
- Aggregated volume
- Price
- Amount
60,000,000
0.1 pence per Ordinary Share
£60,000
(f)
Date of transaction
16 September 2024
(g)
Place of transaction
Outside a trading venue
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