TIDMROCK
RNS Number : 7557X
Rockfire Resources PLC
06 May 2021
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DOMAIN.
6 May 2021
Rockfire Resources plc
("Rockfire" or the "Company")
Placing to fund drilling at Copper Dome and Copperhead
Rockfire Resources plc (LON: ROCK), the gold and base metal
exploration company, is pleased to announce that it has
successfully completed a placing of new ordinary shares in the
Company, raising gross proceeds of GBP850,000. These funds will be
used to commence Inaugural drilling at the Company's Copper Dome
and Copperhead projects, as well as to fund on-going drilling at
the Company's Plateau Gold Deposit ("Plateau"), part of the
Lighthouse tenement in North Queensland, Australia. All projects
are 100 per cent. owned by Rockfire.
Highlights
-- Successful raise of GBP850,000, through a placing by the
Company's sole broker, Allenby Capital Limited ("Allenby Capital"),
of 121,429,200 new ordinary shares of 0.1p each in the Company (the
"Placing Shares") at an issue price of 0.7 pence per Placing Share
(the "Placing").
-- The Placing Shares will represent approximately 12.72 per
cent. of the enlarged issued share capital of the Company and have
been subscribed for by a combination of new investors and existing
shareholders.
-- The Placing Shares are being issued at a price of 0.7 pence
per Placing Share, representing a discount of approximately 20.45
per cent. to the closing mid-market share price of an existing
ordinary share on 5 May 2021, the business day prior to this
announcement. The Company will not be issuing any warrants in
connection with the Placing.
-- Rockfire's largest shareholder and one of the Company's
non-executive directors, Nicholas Walley, has subscribed for
6,000,000 shares in the Placing, thereby increasing his holding in
the Company to 59,000,000 ordinary shares.
-- The net proceeds of the Placing will be applied to (i)
inaugural RC drilling at Copper Dome; (ii) exploration RC drilling
close to the resource at Plateau; and (iii) inaugural drilling at
Copperhead.
David Price, Chief Executive of Rockfire, said : "The Copper
Dome and Copperhead porphyry projects have not been drilled for
almost 50 years. When drilled in 1972, significant copper (and
gold) was encountered in each drill hole. At Copper Dome, seven (7)
holes were drilled in 1972, and five (5) holes were drilled at
Copperhead. With new data from the very high-resolution magnetic
surveys recently flown by Rockfire, specific targets have been
identified which we expect will vector towards the central parts of
the porphyries.
The Plateau Gold Deposit is shaping up nicely, having returned a
material increase in resource ounces and positive indicators in
early scoping work. It is prudent for the Company to continue to
drill this resource and to extend the gold envelope in areas which
remain open along strike and at depth. Close to Plateau, new
targets have been identified and our intension is to drill these
too.
On behalf of the Board, I would like to extend our thanks to
Allenby Capital for a successful placing. Thank you also to our
supportive shareholders who have participated in this placing and a
warm welcome to investors who have joined the Rockfire register for
the first time. The Board and Management are very much looking
forward to inaugural drilling at our large copper targets and we
anticipate good news as we drill-test these projects.
A reverse circulation drilling rig is available in Charters
Towers and the Company plans to mobilise as quickly as possible to
commence drilling at Copper Dome. Our Exploration Manager is on
site preparing the site for drilling and we anticipate a start
within the next few weeks. The market will be updated on our
drilling progress."
Reasons for the Placing and use of proceeds
Over the last 12 months, Rockfire has successfully increased the
gold resource at the Plateau Gold Deposit by more than 500 per
cent. Following this upgraded resource, the Company instigated a
preliminary Scoping Study to determine if Plateau would be capable
of generating free cash flow, even at such an early stage. A range
of outcomes resulted, dependent on a number of variables. A net
positive cash flow ranging from GBP3.7m - GBP10.7m was achieved.
The study emphasised the additional work required to potentially
upgrade the resources from Inferred to Indicated, as well as
extension drilling which may result in increased resources.
A budget of GBP0.65 million is proposed in order to achieve the
following.
-- Inaugural RC drilling at Copper Dome
-- Exploration RC drilling close to the resource at Plateau
-- Inaugural diamond drilling at Copperhead
The majority of the net proceeds of the Placing will be applied
towards direct drilling expenses, with an amount of GBP200,000
being allocated to working capital.
Director participation in the Placing
Nicholas Walley, a Non-executive Director of the Company, has
subscribed for 6,000,000 Placing Shares, at the issue price of 0.7
pence per ordinary share. Following this subscription, Nicholas
Walley will hold 59,000,000 ordinary shares in the Company,
equivalent to 6.18 per cent. of the Company's issued share capital
as enlarged by the Placing. The FCA notification, made in
accordance with the requirements of the UK Market Abuse Regulation,
is appended below.
Details of the Placing and total voting rights
A total of 121,429,200 Placing Shares are to be issued at a
price of 0.7 pence per Share. The Placing has been conducted
utilising the Company's existing share authorities. Allenby Capital
acted as the Company's sole broker in connection with the Placing.
The Placing is conditional, inter alia, on admission of the Placing
Shares to trading on AIM ("Admission") becoming effective.
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings in the
Placing Shares on AIM will commence on or around 11 May 2021.
On Admission, the Company's issued ordinary share capital will
consist of 954,997,653 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 954,997,653. 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.
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.
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
& Broker) 5656
John Depasquale / Nick Athanas / George
Payne (Corporate Finance)
Matt Butlin (Sales and Corporate Broking)
Yellow Jersey rockfire@yellowjerseypr.com
Sarah Hollins / Henry Wilkinson Tel: +44 (0) 20 3004
9512
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Nicholas Walley
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2 Reason for the notification
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a) Position/status Non-Executive Director
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b) Initial notification Initial notification
/Amendment
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3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name Rockfire Resources plc
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b) LEI 213800THSZQSFKTXOI24
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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 Ordinary shares of 0.1p each in Rockfire Resources
of the financial plc
instrument, Identification code (ISIN) for Rockfire Resources
type of instrument plc ordinary shares: GB00B42TN250
Identification
code
-------------------- --------------------------------------------------
b) Nature of Purchase of shares
the transaction
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c) Price(s) and Price(s) Volume(s)
volume(s) 0.7p 6,000,000
---------
-------------------- --------------------------------------------------
d) Aggregated N/A
information
- Aggregated
volume
- Price
-------------------- --------------------------------------------------
e) Date of the 6 May 2021
transaction
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f) Place of the Outside a trading venue
transaction
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END
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