REG - Rockfire Resources - Retail Offer

Rockfire ResourcesAnnouncement

16/09/2024 09:15

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RNS Number : 3143E  Rockfire Resources PLC  16 September 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO
SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL
OFFER ARE ONLY BEING COMUNICATED TO, AND MAY ONLY BE ACTED UPON BY, THOSE
PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(WHICH INCLUDES AN EXISTING MEMBER OF ROCKFIRE RESOURCES PLC.  ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT
IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY
OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO
PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF ROCKFIRE RESOURCES PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
(EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE
OF THE EU (WITHDRAWAL) ACT 2018.

 

 

16 September 2024

 

Rockfire Resources Plc

("Rockfire" or the "Company" or the "Group")

 

Retail Offer

 

Rockfire Resources plc (LON: ROCK), the base metal, precious metal, and
critical mineral exploration company, is pleased to announce an offer to its
existing retail shareholders via  CMC CapX  (the "Retail Offer") of new
ordinary shares of 0.1p each in the capital of the Company (the "Retail Offer
Shares").

 

In addition to the Retail Offer, the Company is also conducting a placing and
subscription to raise £0.45 million before expenses (the "Placing and
Subscription"), consisting of a total of 440,000,000 new Ordinary Shares (the
"Placing and Subscription Shares" and together with the Retail Offer Shares,
the "Fundraising Shares"). The price of the Fundraising Shares is 0.1p (the
"Issue Price").

 

A separate announcement has been made regarding the Placing and Subscription
and its terms (the "Placing and Subscription Announcement"). For the avoidance
of doubt, the Retail Offer is separate from and does not form part of the
Placing and Subscription. It is proposed that the net proceeds of the Retail
Offer will be generally applied towards Rockfire 's indicative use of funds as
indicated in the Placing and Subscription Announcement.

 

The Retail Offer, Placing and Subscription are conditional on, the Fundraising
Shares being admitted to trading on the AIM market operated by London Stock
Exchange plc ("Admission"). Admission is expected to take place at 8.00 a.m.
on or around 24 September 2024. Completion of the Retail Offer
is conditional, inter alia, upon the completion of the Placing and
Subscription.

 

The Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the Retail Offer via participating financial
intermediaries.

 

Therefore, the Company is making the Retail Offer open to Eligible
Shareholders (as defined below) in the United Kingdom via CMC CapX following
release of this announcement.

 

To be eligible to participate in the Retail Offer, applicants must be: (i) a
retail shareholder of the Company on or prior to the release of this
announcement; and (ii) resident in the United Kingdom; and (iii) a customer of
a participating intermediary (such persons being "Eligible Shareholders").

 

The Retail Offer is expected to close by 5p.m. on 18(th) September 2024, but
the Company reserves the right to close it earlier. Eligible Shareholders
should note that financial intermediaries may also have earlier closing times.

 

 Expected timetable
 Retail Offer opens                                                    8am, 17(th) September
 Retail Offer closes                                                   5pm, 18(th) September
 Announcement of the results of the Retail Offer                       7am, 19(th) September
 Admission of the Retail Offer Shares and crediting of CREST accounts  8am on or around 24(th) September

 

The dates and times specified above are subject to change. In particular, the
Company may (with the prior approval of CMC Markets UK plc) bring forward,
extend or postpone the closing time and date for the Retail Offer. In the
event that a date or time is changed, the Company will notify financial
intermediaries who have applied for Retail Offer Shares on behalf of retail
investors by post, by electronic mail or by the publication of a notice
through a Regulatory Information Service.

 

Other retail brokers or wealth managers which, in each case, are investment
professionals (within the meaning of article 19 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005), wishing to participate in
the Retail Offer on behalf of Eligible Shareholder, should contact CMC CapX
via email to capx@cmcmarkets.com or by telephone on +44 (0) 20 3003 8632.

 

Eligible Shareholders wishing to subscribe for Retail Offer Shares should
contact their broker or wealth manager who will confirm if they are
participating in the Retail Offer.

 

There is a minimum subscription of £250 per investor. The terms and
conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges.

 

The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it is irrevocable and cannot be
withdrawn.

 

The Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing ordinary shares in the capital
of the Company ("Ordinary Shares") including the right to receive all
dividends and other distributions declared, made or paid after their date of
issue.

 

The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 as amended ("EUWA"). It is
a term of the Retail Offer that the aggregate total consideration payable for
the Retail Offer Shares will not exceed £250,000 (or the equivalent in
Euros). The exemption from the requirement to publish a prospectus in section
86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will
apply to the Retail Offer. As such, there is no need for publication of a
prospectus pursuant to the Prospectus Regulation Rules of the FCA, or for
approval of the same by the FCA.

 

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the Retail Offer and investors' commitments will be made solely on
the basis of the information contained in this announcement and information
that has been published by or on behalf of the Company prior to the date of
this announcement by notification to a Regulatory Information Service in
accordance with the Disclosure Guidance and Transparency Rules, the AIM Rules
for Companies, the Market Abuse Regulation (EU Regulation No. 596/2014) as it
forms part of United Kingdom law by virtue of EUWA.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

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)

 Retail Offer                                                  capx@cmcmarkets.com
 CMC CapX                                                      Tel: +44 (0) 20 3003 8632

 

The Company's LEI is 213800THSZQSFKTXOI24

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The Retail Offer is only open to persons in the United Kingdom who fall within
Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

 

The contents of this announcement have been prepared by and issued by the
Company and is the sole responsibility of the Company. The Board of Directors
of the Company are responsible for arranging the release of this announcement
on behalf of the Company.

 

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.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from Australia, Canada, Japan, the Republic of South Africa, or any
other jurisdiction where to do so might constitute a violation of the relevant
laws or regulations of such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

The CMC CapX Platform is a software and technology platform owned and operated
by CMC Markets UK plc (trading as CMC CapX) (registered address at 133
Houndsditch, London, EC3A 7BX). CMC Markets UK plc ("CMC") is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for the
Company and for no-one else and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the Retail
Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
connection with the Retail Offer, Admission and the other arrangements
referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and CMC expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or circumstances on which
any such statements are based unless required to do so by the FCA, the London
Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of CMC or any of its affiliates,
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. CMC and its affiliates, accordingly disclaim all and any liability
whether arising in tort, contract or otherwise which they might otherwise be
found to have in respect of this announcement or its contents or otherwise
arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

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) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares 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 paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer 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 any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; 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 Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

 

 

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