Rockfire Resources PLC Notice of General Meeting (7996Y)
September 11 2020 - 10:32AM
UK Regulatory
TIDMROCK
RNS Number : 7996Y
Rockfire Resources PLC
11 September 2020
11 September 2020
Rockfire Resources plc
("Rockfire" or the "Company")
Notice of General Meeting
Rockfire Resources plc (LON: ROCK), the gold and base
metal-focused resource company, announces that it has posted to
shareholders a notice convening a general meeting of the Company
(the "General Meeting") to be held at 9.15 a.m. BST at Unit 302, 1
Sylvan Avenue, Balgowlah NSW, 2093, Australia on 29 September 2020.
The General Meeting has been convened for shareholders to consider
proposed amendments to the Company's articles of association and to
renew the authorities to allow the directors to issue ordinary
shares for cash on a non-pre-emptive basis.
Arrangements for the General Meeting
In light of the impact of COVID-19 and following the advice by
the UK Government of compulsory measures prohibiting, amongst other
things, public gatherings of more than two people, ("Stay at Home"
rules), and measures being adopted in Australia, it will not be
possible to hold an open General Meeting with shareholders in
attendance. As a result, the Company will not be able to grant
entry to anyone seeking to attend the General Meeting in
person.
The Company will convene the General Meeting with the minimum
quorum of two officers, in accordance with its articles of
association. The General Meeting will comprise only the formal
votes for each resolution set out in the Notice of General Meeting
and shareholders are strongly encouraged to vote via completion of
a Form of Proxy. Full details of how to complete the Form of Proxy
are contained in the Notice of General Meeting. Shareholders are
strongly advised to appoint the chairman of the meeting as your
proxy to ensure your vote is counted. The chairman of the meeting
will direct that all resolutions will take place by way of a poll,
rather than on a show of hands. The voting results of the proposed
resolutions will be announced by the Company and will be made
available on the Company's website as soon as possible after the
conclusion of the General Meeting
Resolutions to be proposed at the General Meeting
Proposed changes to the Articles of Association
In light of the ongoing Covid-19 pandemic, restrictions on
gatherings and "stay at home" rules the Company is proposing to
amend the provisions within its Articles of Association (the
"Articles") relating to general meetings of the Company, including
the way in which they can be convened, the quorum necessary to hold
a general meeting, and the manner in which they can be held. If the
new Articles are approved at this meeting, it will ensure the
Company can hold a physical, hybrid or virtual meeting at any time
in the future given the uncertainty of the duration of the Covid-19
pandemic. Currently, a virtual meeting of members can only be held
due to the UK Government enacting legislation to approve such
meetings. However, that legislation only allows companies to hold
virtual meetings up to 30 September 2020.
The Company has also taken this opportunity to make a number of
minor changes, including grammatical changes to the new Articles of
Association and to update the Articles with the change in name to
Rockfire Resources plc.
The proposed new Articles of Association will be sent to
shareholders with the Notice of General Meeting.
Renewal of share authorities
The Company is seeking shareholder approval to renew its share
authorities to allow directors to issue up to GBP250,000 of nominal
value as ordinary shares in the Company for cash, on a
non-pre-emptive basis. The Company is seeking to do this as it
believes it is prudent to have sufficient capacity to raise funds
at short notice if the opportunity arises. The Company has recently
raised sufficient funds for its current exploration programme and
the new authority is being sought to provide flexibility for
management to rapidly accelerate exploration activity and/or new
project acquisition opportunities should this be required in the
future.
For further information on the Company, please visit
www.rockfireresources.com or contact the following:
Rockfire Resources plc info@rockfireresources.com
David Price, Chief Executive Officer
Allenby Capital Limited (Nominated Adviser Tel: +44 (0) 20 3328
and Broker) 5656
Corporate Finance: John Depasquale / Asha
Chotai
Equity Sales: Matt Butlin / Guy McDougall
Yellow Jersey rockfire@yellowjerseypr.com
Sarah Hollins / Henry Wilkinson / Faye Calow Tel: +44 (0) 20 3004
9512
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