TIDMROCK
RNS Number : 3972A
Rockfire Resources PLC
01 June 2021
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
1 June 2021
Rockfire Resources plc
("Rockfire" or the "Company")
Annual Results for the year ended 31 December 2020
Rockfire Resources plc (LON: ROCK), the gold and base
metal-focused resource company, announces its audited results for
the year ended 31 December 2020.
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 / George Payne
Yellow Jersey rockfire@yellowjerseypr.com
Sarah Hollins / Henry Wilkinson
CHAIRMAN'S STATEMENT
FOR THE YEARED 31 DECEMBER 2020
The year 2020 has seen Rockfire build the value of its
exploration projects in Australia and it is with great pleasure
that I present the Annual Report for Rockfire for the financial
year ended 31 December 2020.
Despite the restrictions imposed on domestic and international
travel during the year, Rockfire has been in a comparatively
fortunate position. As a result of having all its field personnel,
contractors and consultants based close to our projects in
Queensland, the Company has been able to complete a successful and
exciting year of growth on both a technical and administrative
front.
During the year, a sustained and highly successful drilling
programme resulted in a significant increase in gold resources at
the Plateau gold deposit, as well as a recent, positive preliminary
scoping study. The results obtained from this study provides
momentum for a comprehensive infill and extension drilling
programme, with the aim of completing an updated scoping study
towards the end of 2021.
Our copper projects (Copper Dome & Copperhead) have
progressed with helicopter surveys being completed which have
highlighted the scale of both projects. As a Board, we believe
these projects hold great potential for a significant copper
discovery and we look forward to undertaking drilling programmes at
these projects during the 2021 calendar year.
Administration
In February 2020, the Company appointed Allenby Capital as its
sole stockbroker. This has streamlined many administrative matters
owing to Allenby also being the Company's nominated adviser.
Allenby Capital is one of the most active brokers on AIM, advising
more than 60 corporate clients listed on the London Stock Exchange
Main Market, AIM or AQSE exchanges.
On 17 July 2020, the Company changed its Registered Office to
201 Temple Chambers, 3-7 Temple Avenue, London, United Kingdom,
EC4Y 0DT.
At a general meeting held on 29 September 2020, shareholders
voted to amend certain provisions within the Company's Articles of
Association (the "Articles") relating to general meetings of the
Company. In light of the restricted numbers permitted by social
distancing rules, limitations on gatherings and Covid-19 related
protocols, the amendments were designed to address the manner in
which meetings can be convened, the quorum necessary to hold a
general meeting, and the manner in which they can be held. The
amended Articles allow the Company to hold physical, hybrid or
virtual meetings, at any time in the future, when necessary.
Financial review
The income statement for the year shows a loss of GBP719,987
(2019: loss GBP635,542).
On 29 June 2020, Rockfire raised GBP1,000,000 gross proceeds
through a placement of 117,647,100 ordinary shares at GBP0.085. A
further placement of 64,620,000 ordinary shares at GBP0.01625 on 29
July 2020, raised GBP1,000,000 net proceeds.
In July, August and September 2020, the Company announced the
exercise of a total of 14,833,334 warrants, raising a total of
GBP148,333.34. These combined funds were used to continue drilling
at Plateau, as well as funding helicopter-supported geophysical
surveys at Copperhead and Copper Dome projects in Queensland.
Exploration
Highlights from the 2020 exploration field season include:
-- Drilling at Plateau during January 2020 intersected 11 m @ 32.6 g/t Ag
-- On-going drilling during February 2020 confirmed that a large
mineralised system had been drilled in multiple holes. Broad
intersections included 171 m @ 0.4 g/t Au and 170 m @ 0.4 g/t
Au
-- Gold assays up to 23.4 g/t Au at Bell Rock were found in
rocks during May 2020. Bell Rock lies 3.5 km southeast of
Plateau
-- Drilling at Plateau in June 2020 continued to hit long
intervals of gold including 90 m @ 0.8 g/t Au, with a peak value of
1 m @ 11.4 g/t Au
-- Further drilling results in August 2020 included 23 m @ 1.0g/t Au within 82 m @ 0.4 g/t Au
-- 110 m @ 0.2 g/t Au was announced in September 2020,
continuing the very broad intervals of gold mineralisation being
intersected at Plateau
-- The longest gold intersection so far at Plateau was announced
on 6 October 2020, being 341.3 m @ 0.2 g/t Au from surface
-- High-grade gold of 0.7 m @ 16.9 g/t Au was intersected in
drilling at Plateau at a depth of 380.26 m, demonstrating the
continuation of gold at depths approaching 400m from surface
-- Silver grades are still being intersected with 5.39 m @ 31.02
g/t Ag announced in November 2020
-- A helicopter geophysical survey, completed in December 2020
at the Copperhead porphyry copper project resulted in the
exploration target area being doubled in size
Material events and reviews since the end of 2020
On 29 January 2021, the Company announced the overall gold
envelope at Plateau (grades above 0.2 g/t Au) is an Indicated and
Inferred Mineral Resource of 11.4 Million tonnes @ 0.6 g/t Au and
4.0 g/t Ag for 208,278 ounces of gold and 1.5 Million ounces of
silver. This represented a 515% increase in gold ounces since the
Company's maiden JORC (2012) Mineral Resource reported previously
in July 2019.
Within this envelope and using a higher cut-off (grades above
0.5 g/t Au), the Indicated and Inferred Mineral Resource is 3.9
Million tonnes @ 1.1 g/t Au and 6.4 g/t Ag for 131,302 ounces of
gold and 800,000 ounces of silver.
On 8 April 2021, Rockfire announced the results of scoping
studies into open cut mining at Plateau. A modest, net positive
cash flow, ranging from AUD $6.8m to AUD $19.4m (GBP GBP3.7m to GBP
GBP10.7m), results from a small- scale, open pit mine, with the
range of anticipated cash flows depending on technical and
operational variables.
Only the top 70 m was incorporated into the scoping study and
the study assumes utilisation of one of the nearby existing
processing facilities. Sixty nine percent (69%) of the scoped
production originates from JORC Indicated Resources from both the
Central and Eastern Breccias. Average mined grades range between
1.26 g/t Au and
1.94 g/t Au from within the optimised pit outlines and a spot
gold price of AUD$ 2,220 (US$ 1,718) per ounce was used. The study
highlighted important aspects of the drilling density which require
infill and extension drilling to increase overall confidence in the
technical and economic parameters used in the study.
In May 2021, the Company raised gross proceeds of GBP850,000
through a placing of 121,429,200 new ordinary shares of 0.1p each.
The funds raised are to be used to commence inaugural drilling at
the Company's Copper Dome and Copperhead projects, as well as to
fund ongoing drilling at the Company's Plateau gold deposit.
Thank you to our shareholders for your continuing support and
your vision to see the opportunities being vigorously explored by
our technical team. I also extend thanks to my fellow Board members
and our staff for their tireless efforts and dedication to ensuring
the success of Rockfire.
Gordon Hart 28 May 2021
FOR THE YEARED 31 DECEMBER 2020
Gordon Hart, Chairman
Gordon has over 35 years of experience in the equity capital and
financial advisory markets. He has spent the last 12 years as
managing director of Venture Group Equities Pty. Ltd, where he has
advised on transactions involving over US$300 million of funding.
He is a Graduate of the Australian Institute of Company Directors
and has a Graduate Diploma in Corporate Governance. Gordon brings a
wealth of corporate knowledge, equities and finance expertise and
emerging company experience to the Group, having developed an
expertise in emerging resource and technology companies which will
be invaluable in assisting Rockfire's future development.
David W Price, Chief Executive Officer and Managing Director
David is an experienced geologist and senior executive with 30+
years of experience in the global mining industry and over 20
years' experience in securing funding for exploration projects.
David holds the highest category of membership as a Fellow of the
Australasian Institute of Mining and Metallurgy (FAusIMM) and is a
competent person for mineral exploration under the guidelines of
the JORC Code. During his career, David has steered several
resource projects through the often-convoluted path from
exploration, through scoping/feasibility and into the construction
funding stage. David has previously held senior roles in both
listed and private resource companies including CEO of Golden Tiger
Mining Limited, CEO of Convergent Minerals Limited and managing
director of Millennium Mining Limited.
Ian Staunton, Non-executive Director
Ian has worked in the City of London for more than 40 years, in
roles including audit partner, corporate finance partner and equity
partner in various accounting firms. Ian is a qualified Chartered
Accountant, a Fellow of the Institute of Chartered Accountants in
England & Wales and has a Diploma in Corporate Finance. Having
worked as equity partner and head of capital markets for Chantrey
Vellacott DFK LLP and a senior equity partner for Moore Stephens
during the last 25 years, Ian provides Rockfire with a strong level
of accounting and audit experience. Such high-level accounting,
audit and compliance capability fulfils Rockfire's ambition to
broaden its corporate skill base and to bring relevant experience
from London onto the Board.
Patrick Elliott, Non-executive Director
Pat is an experienced resources and industrial company director.
In a career spanning over 45 years, he has held senior executive
positions with Consolidated Gold Fields (Australia) Limited and
Morgan Grenfell Australia Limited. Pat has an MBA in Mineral
Economics from Macquarie University, and a B Comm from the
University of New South Wales. He has extensive management
experience in a range of fields including manufacturing, mineral
exploration and oil and gas exploration. Pat is currently executive
chairman of Argonaut Resources NL (an ASX-listed copper explorer),
Cap-XX Limited and Tamboran Resources Ltd (an unlisted Australian
oil and gas explorer). He is also a non-executive director of
Ioneer Limited (formerly Global Geoscience, an ASX-listed
lithium/boron developer of the Rhyolite Ridge project in Nevada,
USA) and Kirrama Resources Limited (an unlisted explorer and
developer of chromite and manganese projects in Madagascar).
Nicholas Walley, Non-executive Director
Nicholas has a business background spanning multiple industries
including agriculture, property, construction, plant hire, food and
beverage packaging, leisure and charitable work. Importantly,
Nicholas has critical skills in logistics, infrastructure,
organisational management and sales. The Board believes Nicholas'
personal success in business and his knowledge and experience of UK
legal requirements will benefit Rockfire in its growth plans.
ACTIVITY REVIEW
Lighthouse - The Plateau Gold Deposit
Early in the exploration field season, Rockfire commenced
reverse circulation drilling at the Plateau gold deposit. In late
January 2020, the Company announced that drilling had intersected
broad sulphide intervals, including a strong sulphide zone (up to
50%) over several metres. This proved to be the beginning of a
protracted drilling campaign, with highly encouraging drill results
being obtained throughout the year.
On 27 January 2020, it was announced that a program of 1,155 m
of reverse circulation drilling in 6 drill holes had been carried
out in the early part of the calendar year and all drill holes
encountered broad intervals of sulphides. Good drilling/ground
conditions enabled the drilling contractor to complete the program
ahead of schedule and within budget.
Owing to on-going visual observations of sulphides, the Company
elected to drill several additional deep holes to test a
geophysical chargeable response. Whilst this drilling was underway,
the Company completed a preliminary survey using portable X-Ray
Flourescence (XRF) analysis. In particular, significant silver had
been recorded in all drill holes. The best results from XRF
analysis included:
-- 187 m @ 6.3 g/t Ag (from 15 m), including 11 m @ 32.6 g/t Ag (hole BPL025)
-- 10 m @ 18.2 g/t Ag (from 56 m), including 4 m @ 35.4 g/t Ag (hole BPL012)
-- 36 m @ 5.5 g/t Ag (from 1 m), including 3 m @ 18.8 g/t Ag (hole BPL013)
-- 23 m @ 7.1 g/t Ag (from 9 m), including 10 m @ 9.2 g/t Ag (hole BPL016)
-- 22 m @ 9.8 g/t Ag (from 0 m), including 8 m @ 18.0 g/t Ag (hole BPL018)
-- 8 m @ 36.0 g/t Ag (from 66 m), including 4 m @ 63.3 g/t Ag (hole BPL019)
-- 31 m @ 9.7 g/t Ag (from 29 m), including 10 m @ 19.7 g/t Ag (hole BPL020)
In late February 2020, Rockfire announced the final results from
all reverse circulation drilling. Drilling had returned extensive
intercepts of continuous gold mineralisation, comparable to hole
BPL025, which hit 177 m @ 0.5 g/t Au (as announced on 26 November
2019). An important project milestone was announced, with a + 2.0
g/t Au zone being encountered at 145 m downhole.
All drill holes hit gold, expanding Plateau to +200 m long, +70
m wide and +200 m deep. The best gold intervals encountered during
drilling included the following intercepts:
-- 171 m @ 0.4 g/t Au in hole BPL027 (from 26 m) including 39 m
@ 1.0 g/t Au (from 145 m), 11 m @ 2.3 g/t Au (from 145 m) and a
peak gold value of 1 m @ 10.05 g/t Au.
-- 170 m @ 0.4 g/t Au in hole BPL030 (from 37 m) including 10 m
@ 1.0 g/t Au (from 54 m) and 19 m @ 1.0 g/t Au (from 174 m).
These holes resulted in mineralisation being extended more than
100 m east of the previously reported results from drill hole
BPL025 of 177 m @ 0.5 g/t Au.
BPL028, drilled as part of the 2020 programme, was a 251 m deep
hole which hit mineralisation in the last 10 m of the hole. The
bottom of hole averaged 10 m @ 0.3 g/t Au and included 1 m @ 1.7
g/t Au in the very last metre.
During March 2020, the Company announced more long intervals of
silver, zinc and lead continued to be encountered in drilling.
Silver assays up to almost one and a half ounces per tonne (43.9
g/t Ag) over a 6 m section of drilling, including 1 m @ 113 g/t Ag
represent some of the highest silver grades encountered so far at
Plateau. The best silver and zinc results included the
following:
Silver results
6 m @ 43.9 g/t Ag (from 85 m) including 1 m @ 113 g/t Ag (from
85 m)
203 m @ 3.68 g/t Ag (from 0 m) including 11 m @ 21.5 g/t Ag
(from 145 m)
7 m @ 17.46 g/t Ag (from 178 m) Zinc results
10 m @ 1.72 % Zn (from 73 m)
126 m @ 0.31 % Zn (from 96 m) including 6 m @ 1.05 % Zn (from
102 m)
Dr. Gregg Morrison of Klondike Exploration Services, the
pre-eminent expert in North Queensland geology analysed the results
of the Company's drilling. Mr Morrison developed the multi-element
geochemistry classification and zoning model which was used to
characterise the Mt Wright Gold Mine. Dr. Morrison reported that he
was observing many similarities between Plateau and the early
observations at Mt Wright, as detailed below:
-- Broad gold zones (0.2 g/t Au to 0.5 g/t Au) in the top 200 m from surface
-- Broad lead/zinc/silver (Pb-Zn-Ag) anomalous halo
-- Mineralisation is between 60 m and 80 m thick at both deposits
-- Similar patterns evident from plotting geochemical ratio "z-scores"
-- Breccia and rhyolite are the two main host rock types
-- Both deposits are approximately 200 m - 250 m long
-- Multiple rhyolite emplacement and multiple mineralising phases
-- Alteration by sericite-pyrite-marcasite, with minor quartz-carbonate-sphalerite
-- Multielement geochemical zonation is expected to assist high grade gold targeting at depth
On 9 June 2020, Rockfire announced the results of modern,
three-dimensional ("3D") reprocessing of aeromagnetic data flown in
2011 by Ramelius Resources at Plateau. From this work, a magnetic
target down to and beyond a depth of 600 m was confirmed and a
steep easterly plunge of the low-magnetic mineralised rhyolite host
was interpreted. Another observation resulting from this work was a
rolling, north-south change in dip direction of the rhyolite body.
A potentially mineralised "off-shoot pipe" was identified at depth
in the southwestern corner of the rhyolite.
The Company announced on 3 August 2020 that reverse circulation
drilling at Plateau was continuing to intersect gold values,
including some of the highest gold grades to date in the top 200m
from surface. A shallow, infill drill hole intersected 90 m @ 0.8
g/t Au (from surface), including 22 m @ 2.0 g/t Au (from 45 m), 43
m @ 1.5 g/t Au (from 35 m) and a peak value of 1 m @ 11.4 g/t Au.
Broad intervals of silver were also being encountered including 130
m @ 4.7 g/t Ag from surface.
Reverse circulation drilling was completed in June 2020, and on
19 August 2020, the Company announced that drilling had extended
the footprint of gold mineralisation at Plateau and that
mineralisation continued to adhere to the Mt Wright model in the
upper levels of the mineralising system. In particular, gold
mineralisation was extended another 60 m east of all previous
drilling within the top 200 m from surface. Gold still remains open
towards the east and at depth. A shallow, infill drill hole,
(BPL035) intersected 82 m @ 0.4 g/t Au (from surface) including 9 m
@ 2.2 g/t Au (from 56 m). The same hole also intersected strong
silver results including 6 m @ 32.4 g/t Ag (1.0 oz/t silver).
In late August 2020, diamond drilling commenced at Plateau. On 7
September 2020, Rockfire announced that five diamond drill holes
had been completed, with a sixth hole expected to be completed
within the coming weeks. A variety of sulphides were reported as
being observed in drill core, with percentages varying from trace
amounts to levels exceeding 40% of the rock. Rocks being
encountered at levels approaching 500 m vertical depth were
reported as strongly altered and strongly mineralised with
sulphides within the breccia system.
BPL028 was an RC hole drilled in January 2020 at the eastern
extremity of the gold zone. This first diamond drill
hole ended with 1.7 g/t Au in the very last sample at the bottom
of the hole at 251 m depth. BPL028 was extended deeper with a
diamond tail and encountered more broad gold mineralisation
including an additional 110.54 m @
0.2 g/t Au (from 337 m). Individual narrow intervals in hole
BPL028 peak at 3.43 g/t Au and 5.03 g/t Au at vertical depths of
263 m and 377 m respectively. This hole indicates that the gold
mineralising system remains active, open and prospective at depths
approaching 400 m from surface. Drill hole BPL028 also encountered
elevated silver intervals, including 6.09 m @ 16.5 g/t Ag (from
388.66 m), with a peak silver value of 52.7 g/t Ag. The same hole
also encountered an elevated zinc interval of 19.23 m @ 1.05 % Zn
from 381.73. The peak zinc value is 4.32
% Zn.
On 6 October 2020, Rockfire announced that the second diamond
drill hole (Hole BPL038) at Plateau returned the largest gold
intersection so far at Plateau, with mineralisation over the entire
sampled interval of 341.3 m @ 0.2 g/t Au (68.26 grams x metre
interval). To date, every hole drilled at Plateau has intersected
varying grades of gold mineralisation, and often over vast
intervals. Intervals of high-grade gold were intersected in hole
BPL038, including 0.7m @ 10.8 g/t Au at 341.3 m depth. Hole BPL038
did not penetrate to the planned depth of 500m below surface owing
to a change in dip angle of the main brecciated contact. The same
hole also encountered elevated silver and zinc intervals with a
peak silver value of 24.7 g/t Ag (at 389.44 m) and a peak zinc
value of 2.38 % Zn (at
341.00 m).
The results from four additional diamond drill holes at Plateau
were announced on 5 November 2020. Gold continues to be intersected
in each hole at Plateau, including, for the first time, below 600 m
from surface. Higher- grade gold hits (+5 g/t Au) are being
encountered more regularly and more frequent intervals of +1.0 g/t
gold are being drilled below 400 m depth.
A high-grade gold interval of 0.74 m @ 16.9 g/t Au (half an
ounce per tonne) was intersected in diamond hole BPL026, lying
within a strong zone of 4.5 m @ 3.0 g/t Au at 380.26 m. This
interval lies to the south and outside of the initial gold target
zone.
Drill hole BPL041 returned the highest-grade silver ever
recorded at Plateau, with an interval of 18.86 m @ 29.7 g/t Ag (1.0
ounce/tonne), including 1.26 m @ 408 g/t silver (13.1 ounces/tonne)
from 67.74 m. The same hole also returned an excellent gold
interval of 17.0 m @ 1.2 g/t Au, including a high-grade hit of 1 m
@ 9.2 g/t Au at 409.0 m below surface.
Hole BPL033, drilled in the opposite direction to all other
holes (from south to north) to confirm the dip of the mineralised
contact, intersected 0.52 m @ 3.5 g/t Au at 542.13 m depth. This is
within a wider interval of 6.45 m @ 0.5 g/t Au, which is
interpreted to be splaying off the main gold zone at depth. Hole
BPL033 also intersected high-grade silver, with an interval of 5.39
m @ 31.02 g/t Ag, including 1.35 m @ 70.9 g/t Ag (2.3
ounces/tonne).
On 5 November 2020, it was also announced that for the first
time at Plateau, drilling had returned an elevated copper interval
of 7.98 m @ 0.25 % Cu, 18 g/t Ag, and 0.3 g/t Au in hole BPL040
from 622 m depth. Hole BPL040 is the deepest hole drilled by
Rockfire. Hole BPL040 also intersected high-grade silver, with an
interval of 2.98 m @ 35.2 g/t Ag. The same hole returned multiple
gold intervals, including 3.03 m @ 1.2 g/t Au, intersected more
than 600 m below surface.
The + 2.0 g/t Au drilled at depth and the multiple gold
intervals provide evidence that the mineralising system continues
at depth and that the main source of the gold is yet to be
discovered. The presence of very high-grade silver and the
appearance of copper are promising changes, indicative of the main
source being at depth.
At the end of the field season, Rockfire provided an update on
field and related exploration activity on 2 December 2020. During
this update, it was announced that geological and mineralisation
modelling was in progress to update the JORC resource at Plateau.
This process was designed to outline resources for the broad,
low-grade halo to the system, as well as the higher-grade gold
component identified in drilling. Resources are planned to be
estimated for both the Eastern Breccia and the Central Breccia,
separated by an unexplored distance of 135 m.
Structural and geological data obtained from diamond drilling
during the year at Plateau was digitised, collated, and
incorporated into the geological and mineralisation database. This
data was provided to Rockfire's structural consultants to model
Plateau using fluid pathways, including faults, shears and veins
measured in drill core to preferentially align drilling assay
results.
Lighthouse - Regional Targets
Split Rock
On 28 April 2020, the Company announced results from rock
sampling at the Split Rock prospect, located only 2 km north of the
Company's Plateau gold deposit. A gold-copper-nickel-cobalt anomaly
was highlighted and may
represent an ultramafic-hosted intrusion. Rock samples returned
peak values of 1.0 % Ni, 0.2 % Cu, 510 ppm Co, 0.8 g/t Pt, 0.5 g/t
Pd and 0.1 g/t Au. These results represent the highest nickel and
cobalt assays from within the Company's Lighthouse tenement so far,
with Split Rock being the only prospect within Lighthouse to be
analysed for platinum and palladium to date. Historical stream
sediment sampling by Penarroya Australia Pty Ltd in 1982 outlined a
distinct, circular copper-in-stream anomaly, which led Rockfire's
geologists to start sampling in the Split Rock area. Historical
soil sampling by Ramelius Resources Ltd in 2012 at an adjacent
prospect also covered Split Rock and historical rock sampling by
City Resources Ltd was carried out approximately 100m west of
Rockfire's sampling program and these rock samples returned 0.3 g/t
Au, 3.5 g/t Au and 0.3 % Cu.
Bell Rock
Rockfire announced rock sampling results from the Cardigan Dam
prospect, (renamed to "Bell Rock prospect") on 1 June 2020 within
the Lighthouse tenement. Bell Rock is 3.5 km southeast of Plateau.
The highest gold grades returned from 15 rock samples is 23.4 g/t
Au. Nearly 50% of rock samples returned results above 0.5 g/t Au.
Other notable rock sample results include 7.3 g/t Au, 5.8 g/t Au,
4.5 g/t Au and 3.6 g/t Au. Two rock samples returned anomalous
copper values of 0.14 % and 0.11 % Cu respectively.
Rock sampling at Bell Rock was followed up with the collection
of 212 soil samples, with results being announced on 2 December
2020. Strong gold-in-soil assays up to 205 ppb Au (0.2 g/t Au).
This soil sampling programme extended soil sampling north of
previous soil sampling by Rockfire in 2019.
Jeddah
Detailed soil sampling was underway over the northern half of
the Jeddah gold prospect, also within the Lighthouse tenement and
lying 2 km southwest of Plateau. On 2 December 2020, it was
announced that a total of 210 soil samples had been collected at
Jeddah. Continuous rock chip samples collected by Rockfire in May
2018 had returned promising results of 10 m @ 1.68 g/t Au, 8 m @
1.23 g/t Au and 5 m @ 1.35 g/t Au, which were being followed up by
the current soil sampling.
Copperhead - Porphyry Copper Project
On the 2 December 2020, the Company announced that a
helicopter-supported aeromagnetic survey was underway at the
Copperhead porphyry copper deposit. Copperhead has a 2 km x 3 km
copper-in-soil anomaly, providing a very large tonnage target.
There is an historical (non-JORC) mineral content estimate
calculated from drilling in 1972 and the survey being flown was
aimed defining structural orientations, which is expected to
highlight preferential fluid pathways for higher-grade copper.
Marengo
The Company announced in December 2020 that it is seeking
expressions of interest from parties to establish a Farm-In and
Joint Venture for the Marengo Project in Queensland. Marengo
remains prospective, however, Rockfire management has elected to
focus financial and human resources on Lighthouse, Copperhead and
Copper Dome. Rockfire will seek to advance Marengo by bringing in a
capable partner to explore on behalf of Rockfire.
Other Projects
Rockfire retains the Copper Dome, Kookaburra and Monarch
exploration projects, all of which are in Queensland, Australia.
During the 2020 calendar year, work on these projects involved
geological mapping, structural mapping, drone aerial photography
and site appraisals. The New Leyshon tenement (EPM 26745) was
relinquished during the year.
KEY PERFORMANCE INDICATORS (KPIs)
The Board monitors KPIs which it considers appropriate for a
group at Rockfire's stage of development.
Financial KPIs
During the year, the Board monitored the following KPIs:
-- Cash flow and working capital;
-- Short-term and long-term cash flow models which include
variance analysis from original budgets.
RISK MANAGEMENT
The Board regularly reviews the risks to which the Group is
exposed and ensures through its meetings and regular reporting that
these risks are minimised as far as possible.
The principal risks and uncertainties facing the Group at this
stage in its development are:
COVID-19 risk
In the current business climate, the Board acknowledges the
COVID-19 pandemic risk and has implemented logistical and
organisational changes to underpin the Group's resilience to
COVID-19, with the key focus being on protecting all personnel,
minimising the impact on critical work streams and ensuring
business continuity.
Exploration risk
The Group's business has been primarily mineral exploration and
evaluation which are speculative activities and, whilst the
Directors are satisfied that good progress is being made, there is
no certainty that the Group will be successful in the definition of
economic mineral deposits, or that it will proceed to the
development of any of its projects or otherwise realise their
value.
The Group aims to mitigate this risk when evaluating new
business opportunities by targeting areas of potential where there
is at least some successful historical drilling or geological data
available.
Resource risk
All mineral projects have risk associated with defined grade and
continuity. Mineral reserves and resources are calculated by the
Group in accordance with accepted industry standards and codes but
are always subject to uncertainties in the underlying assumptions
which include geological projection and commodity price
assumptions.
The Group reports mineral resources and reserves in accordance
with the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves ('the JORC Code'). The JORC Code
is a professional code of practice that sets minimum standards for
public reporting of mineral exploration results, mineral resources
and ore reserves. Further information on the JORC Code can be found
at www.jorc.org .
Environmental, landowner and native title risk
Exploration and development of a project can be adversely
affected by environmental legislation and the unforeseen results of
environmental studies carried out during evaluation of a project.
Once a project is in production, unforeseen events can give rise to
environmental liabilities.
Access and compensation agreements are required to be negotiated
between the Company and the landowner at each project. Queensland
legislation provides an agreement template which may be modified by
the Company and the landowner.
Where native title exists, the Company obtains the necessary
approvals for access and working programmes according to
legislation and the Company's environmental, social and governance
("ESG") programme.
The Group is currently in the exploration stage. Any disturbance
to the environment during this phase is minimal and is
rehabilitated in accordance with the prevailing regulations of the
countries in which we operate.
Financing and liquidity risk
The Group has an ongoing requirement to fund its activities
through the equity markets and in the future to obtain finance for
project development. There is no certainty such funds will be
available when needed. To date, Rockfire has managed to raise funds
primarily through equity placements despite the very difficult
markets that currently exist for raising funding in the junior
mining industry.
Political risk
All countries carry political risk that can lead to interruption
of activity. Politically stable countries can have enhanced
environmental and social permitting risks, risks of strikes and
changes to taxation whereas less developed countries can have in
addition, risks associated with changes to the legal framework,
civil unrest and government expropriation of assets.
Bribery risk
The Group has adopted an anti-corruption policy and whistle
blowing policy under the Bribery Act 2010. Notwithstanding this,
the Group may be held liable for offences under that Act committed
by its employees or subcontractors, whether or not the Group or the
Directors had knowledge of the committing of such offences.
Insurance coverage
The Group maintains a suite of insurance coverage that is
appropriate for the Group and Company. This is arranged via a
specialist mining insurance broker and coverage includes public and
products liability, corporate and professional, travel, property
and medical coverage and assistance while Group employees and
consultants are travelling on Group business. This is reviewed at
least annually and adapted as the Group's scale and nature of
activities changes.
Internal controls and risk management
The Directors are responsible for the Group's system of internal
financial control. Although no system of internal financial control
can provide absolute assurance against material misstatement or
loss, the Group's system is designed to provide reasonable
assurance that problems are identified on a timely basis and dealt
with appropriately.
In carrying out their responsibilities, the Directors have put
in place a framework of controls to ensure as far as possible that
ongoing financial performance is monitored in a timely manner, that
corrective action is taken and that risk is identified as early as
practically possible. The Directors review the effectiveness of
internal financial control at least annually.
The Board continuously monitors and upgrades its internal
control procedures and risk management mechanisms and assesses both
for effectiveness during the annual review. This process enables
the Board to determine if the risk exposure has changed during the
year. In order to assist the risk management function of the audit
committee, the Company has a risk management policy, which is
reviewed annually. The Executive Directors report regularly to the
Board on the management of material business risks.
The Board, subject to delegated authority, reviews capital
investment, property sales and purchases, additional borrowing
facilities, guarantees and insurance arrangements.
CORPORATE SOCIAL RESPONSIBILITY
The Board takes account of the significance of social,
environmental and ethical matters affecting the business of the
Group. At this stage in the Group's development the Board has not
adopted a specific policy on corporate social responsibility as it
has a limited pool of stakeholders other than its shareholders.
Rather, the Board seeks to protect the interests of Rockfire's
stakeholders through individual policies and through ethical and
transparent actions.
SHAREHOLDERS
The Directors are always prepared, where practicable, to enter
into dialogue with shareholders to promote a mutual understanding
of objectives and outcomes. The Annual General Meeting provides the
Board with an opportunity to informally meet and communicate
directly with investors.
ENVIRONMENT
The Board recognises that the Group's principal activity,
mineral exploration, has the potential to impact on the local
environment. To date, activities at the various projects have been
limited to surveying and drilling activities and the Group does
comply with local regulatory requirements with regard to
environmental compliance and rehabilitation. The impact on the
environment of the Group's activities has the potential to increase
should our projects move into a development or production phase.
This is currently assessed through baseline environmental studies
that are being undertaken and identifying resources needed to
manage environmental compliance in the future.
Given the Group's size and scale it is not considered practical
or cost effective to collect and report data on carbon
emissions.
EMPLOYEES
The Group engages its employees to understand all aspects of the
Group's business and seeks to remunerate its employees fairly,
being flexible where practicable. The Group gives full and fair
consideration to applications for employment received regardless of
age, gender, colour, ethnicity, disability, nationality, religious
beliefs, transgender status or sexual orientation. The Group takes
account of employees' interests when making decisions and welcomes
suggestions from employees aimed at improving the Group's
performance.
The Group now operates solely in Queensland, Australia where it
recruits locally as many of its employees and contractors as
practicable.
SUPPLIERS AND CONTRACTORS
The Group recognises that the goodwill of its contractors,
consultants and suppliers is important to its business success and
seeks to build and maintain this goodwill through fair dealings.
The Group has a prompt payment policy and seeks to settle all
agreed liabilities within the terms agreed with suppliers. The
Company encourages best practice from suppliers and contractors
with regards to environmental issues.
HEALTH AND SAFETY
The Board recognises that it has a responsibility to provide
strategic leadership and direction in the development of the
Group's health and safety strategy in order to protect all of its
stakeholders. The Group does not have a formal health and safety
policy at this time. This is re-evaluated as and when the Group's
nature and scale of activities change.
BREXIT
The United Kingdom ceased to be a member of the EU on 31 January
2020 with an agreed exit transition period. The impact of foreign
exchange fluctuations has been evident, and the threats and
opportunities of 'Brexit' are still largely unknown. Despite no
immediately foreseeable impact on the Group, the Directors are
monitoring developments.
ENGAGEMENT WITH STAKEHOLDERS
The Board of Rockfire is proud of the high standard of corporate
governance it has established and maintains. The Board makes a
conscious effort to understand the interests and expectations of
the Company's stakeholders, and to reflect these in the choices it
makes in its effort to create long-term sustainable success for our
business.
Engagement with our shareholders and wider stakeholder groups,
including employees, landowners, suppliers, contractors and
government agencies, plays a central role throughout Rockfire's
business. The Board is aware that each stakeholder group requires a
specific and unique engagement approach in order to create and
maintain effective, sustainable and mutually beneficial
relationships.
The Board's understanding of various stakeholder interests is
factored into programme planning, boardroom discussions, strategy
and budgets to assess potential long-term impacts of our business
on each group, and how we might best address stakeholder
expectations from our business.
Throughout this Annual Report, we provide examples of how
we:
-- Take into account the likely consequences of long-term decisions;
-- Foster relationships with stakeholders;
-- Understand our impact on our local communities and the environment; and
-- Demonstrate the importance of behaving responsibly.
This engagement with stakeholders section forms our section 172
statement and should be read in conjunction with other information
included in this Annual Report. Section 172 of the Companies Act
2006 requires the Directors to act in a way that they consider, in
good faith, would most likely promote the success of the Company
for the benefit of its members as a whole, taking into account the
factors listed in section 172.
The Directors continue to observe, plan for, and communicate the
interests of the Company's stakeholders, including the impact of
its exploration activities on local communities and the
environment. Acting in good faith and
fairly between members, the Directors consider what is most
likely to promote the success of the Company for its members in the
long term.
The Board regularly reviews its principal stakeholders and how
it engages with each. Stakeholder expectations are brought into the
boardroom throughout the annual cycle through information provided
by management and by direct engagement with stakeholders
themselves. The priority of each stakeholder group may increase or
decrease, depending on the degree of impact any decision may have
on any particular stakeholder group. The Board therefore seeks to
consider the impact and priorities of each stakeholder group during
its discussions and as part of its decision making.
The table below sets out the key stakeholder groups, their
interests and how Rockfire has engaged with them over the reporting
period. However, given the importance of stakeholder focus,
long-term strategy and reputation, these themes are also discussed
throughout this Annual Report.
Stakeholder Their interests How we engage
Our
investors * Comprehensive review of financial performance of the * Annual Report
business
* Company website
* Business sustainability
* Shareholder circulars
* High standard of governance
* Podcasts and interviews
* Success of the business
* Corporate information including Company announcements
* Ethical behaviour and presentations
* Director experience * AGM results
* Awareness of long-term strategy and direction * Conference presentations
* Project prospectivity * Stock exchange announcements
* Improving market perception of the business * Press releases
* Appointment of a public relations advisor
* Frequent communication through briefings with
management
* Shareholder communication policy, which is renewed
annually
* Specific shareholder liaison officer on the Board
(Chief Executive Officer)
* Social media
* One- to- one meetings with large existing or
potential new shareholders
------------------------------------------------------------ -------------------------------------------------------------------
Regulatory
bodies * Compliance with regulations * Company website
* Worker pay and conditions * Stock Exchange announcements
* Health and safety * Annual Report
* Brand reputation * Regular contact with QCA, share registrar, LSE and
Companies House
* Waste and environment
* Compliance updates at Board meetings
* Insurance
* Risk management policy, updated annually
* Environmental protection
* Compliance with local regulatory requirements and
industry standard principles for environmental and
social risk management
* Appointment of a nominated advisor in accordance with
the AIM Rules
* Appointment of a competent person in accordance with
the AIM Rules
* Adhere to Australian laws and regulations
* Adoption of best practice policies recommended by the
World Bank and
The International Council
on Mining and Metals
------------------------------------------------------------ -------------------------------------------------------------------
Stakeholder Their interests How we engage
Community
* Sustainability * Philanthropy. Drilling of a water bore is offered to
the landowner during each drill programme
* Human rights
* Corporate responsibility is overseen by a dedicated
exploration manager
* Community outreach
* Employment of local contractors wherever possible
* Prompt rehabilitation of drill sites
* Providing opportunity for local businesses to cater
for our exploration programs
* Local landowners are paid promptly
* Landowner access and compensation agreements
* Active communication with landowners and communities
where field work is taking place
* Adhere to Queensland Government guidelines for
approaching landowner
and native title holder
discussion
---------------------------------------- -------------------------------------------------------------------
Environment
* Energy usage * All operational waste is completely removed from site
and taken to a waste and/or recycling facility
* Recycling
* Detailed field operation guidelines to minimise any
negative environmental impact of exploration
* Waste management activities
* Obtaining environmental permits for exploration works
in Australia, granted by the Queensland Government
* Ensuring operational protocols are in
place and monitoring the
adherence to these protocols
---------------------------------------- -------------------------------------------------------------------
Suppliers
* Terms and conditions of contract * All supplies are sourced locally where possible
* Procurement opportunities * Our suppliers and contractors have received repeat
business from Rockfire, which is testimony to the
fine working relationship established
* Workers' rights
* Supplier performance is continually monitored by a
* Supplier engagement dedicated exploration manager
* Sustainability * All field programs, including supplier quotes are
authorised by the Executive Directors prior to
implementation
* Long-term partnerships
* Local suppliers are paid promptly
* Fair trading and payment terms
* Contact and feedback to suppliers is regular and
personal via a dedicated
exploration manager
---------------------------------------- -------------------------------------------------------------------
Contractors
* Terms and conditions of contract * All contractors are sourced locally where possible
* Health and safety * Contractors are trained in senior first aid, paid for
by Rockfire
* Human rights and modern slavery
* On-the-job training is provided
* Working conditions
* Local contractors are paid promptly
* Diversity and inclusion
* Rockfire pays contractors standard industry rates,
which are well in excess of minimum average wages
* Communication with contractors is
frequent through a dedicated
exploration manager
---------------------------------------- -------------------------------------------------------------------
Stakeholder Their interests How we engage
* Induction for health and safety is mandatory for
contractors visiting site
* Daily safety meetings have been implemented during
all field operations
* Rockfire has a whistle-blower policy and procedure in
place to ensure compliance, safety and governance
* Code of conduct providing a framework for ethical
decision making
* Contact and feedback to contractors is regular and
personal via a dedicated exploration manager
* Anti-corruption and bribery policy
----------------------------------- --------------------------------------------------------------
On behalf of the Board
David W Price, Chief Executive Officer 28 May 2021
Principal activities
The principal activities of the Group are currently exploration
for gold and copper resources in Queensland, Australia. The Group's
strategy is to explore for and, where the Directors believe that it
is commercially feasible, develop deposits of gold and/or copper.
The Company strategy includes considering opportunities for project
sale or joint venture at a point when any of the Group's projects
becomes appropriately advanced enough to consider such options.
The Group currently holds six exploration permits for minerals
(EPMs) in Queensland, Australia.
Financial overview
The loss for the year is in line with the Directors'
expectations. With funding being raised in June and July 2020, and
again in May 2021, the Directors are confident that they will be
able to secure additional funding when required to do so. The
Directors are also of the view that the investment sentiment in the
resource sector is improving, to the extent that the exploration
success the Company has achieved to date should enable it to raise
sufficient additional exploration funding to continue its
exploration programmes.
Further details of the Group's business, including its targets
and strategies is given in the Chairman's Statement and the
Strategic Report.
Major events after the reporting period
For information regarding events after the reporting date, see
note 20 to the financial statements.
Dividends
The Directors are unable to recommend the payment of a dividend
for the year ended 31 December 2020 (2019:
GBPnil).
Going concern
In the current business climate, the Board acknowledges the
COVID-19 pandemic and has implemented logistical and organisational
changes to underpin the Group's resilience to COVID-19, with the
key focus being on protecting all personnel, minimising the impact
on critical work streams and ensuring business continuity. COVID-19
may have a direct bearing on the Group's ability to generate
sufficient cash for working capital purposes. The Board is closely
monitoring commercial and technical aspects of the Group's
operations to mitigate the impact of the COVID- 19 pandemic. The
inability to gauge the length of such disruption further adds to
this uncertainty. For these reasons, the generation of sufficient
operating cash remains a risk. The Board believes the Group will
generate sufficient working capital to continue in operational
existence and will have the ongoing support of its shareholders, as
required, for the foreseeable future.
In May 2021, the Company raised gross proceeds of GBP850,000
through a placing of 121,429,200 new ordinary shares of 0.1p each.
The funds raised are to be used to commence inaugural drilling at
the Company's Copper Dome and Copperhead projects, as well as to
fund ongoing drilling at the Company's Plateau gold deposit.
Directors
The Directors in office during the year are listed below. The
interests of the Directors in the shares of the Company, and share
options were as follows:
As at 31 December As at 31
2020 December As at 31 As at 31
Ordinary shares 2019 December December
Ordinary 2020 2019
shares Options Options
Gordon Hart 8,823,530 8,823,530 - -
Patrick Elliott 8,848,490 2,941,176 6,000,000 -
Ian Staunton - - 6,000,000 -
Nicholas Walley 52,464,000 51,465,800 6,000,000 -
David W Price 13,850,000 13,600,000 - 6,000,000
Significant shareholdings
As at 19 May 2021, being the latest practical date prior to
publication of this document, the Company was aware of the
following holdings of 3% or more of the issued share capital of the
Company:
Ordinary shares % of the Company's
issued share capital
Nicholas Walley 59,000,000 6.18
Michael Somerset-Leeke 51,427,418 6.39
Directors' remuneration
Full details of Directors' emoluments are set out in note 5 to
the financial statements.
Environmental policy
The Group's projects are subject to the relevant Australian laws
and regulations relating to environmental matters.
The Group's strategy is to explore for and, where the relevant
studies indicate that it is economically viable to do so, to
develop mineral deposits. It is the Group's intention to conduct
its exploration and investigation activities in a professional and
responsible manner, for the benefit of the Company's shareholders,
its employees and the national and local communities within which
it operates.
The Group aims, at all times to conduct its operations in an
environmentally responsible manner and in accordance with relevant
legislation. The Group aims to adopt best practice policies as
recommended by the World Bank, the International Council on Mining
& Metals ("ICMM") and others where the Group deems local
legislation to be inadequate in terms of environmental protection.
The Group has in place a detailed field operations guidelines
manual which covers in considerable detail the measures to be taken
by field personnel to minimise any negative environmental impact of
current exploration activities on the environment.
The Group also recognises the enormous potential of its
activities for positive impact on the communities in which it
operates and strives to optimise these positive impacts as far as
possible.
Directors' indemnities
The Group has directors and officers indemnity insurance to
cover its Directors and officers against the costs of defending
themselves in legal proceedings taken against them in that capacity
and in respect of any damages resulting from those proceedings.
Political contributions
No political contributions have been made.
Auditor
A resolution proposing that PKF Littlejohn LLP be re-appointed
will be put to the forthcoming Annual General Meeting.
Statement of disclosure to auditor
The Directors who held office at the date of approval of this
Annual Report confirm that, so far as they are each aware, there is
no relevant audit information of which the Company's auditor is
unaware and each Director has taken all steps that he ought to have
taken as a Director in order to make himself aware of any relevant
audit information and to establish that the Company's auditor is
aware of that information.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Strategic
Report, the Director's Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the Group and Company financial statements in
accordance with international accounting
standards in conformity with the Companies Act 2006 and, as
regards the Company financial statements, as applied in accordance
with the requirements of the Companies Act 2006.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and the Company and of
the profit or loss of the Group and Company for that period.
In preparing the Group and Company financial statements, the
Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether they comply with international accounting
standards in conformity with the Companies Act 2006, subject to any
material departures disclosed and explained in the
financial statements;
-- prepare the financial statements on the going concern basis
unless it is
inappropriate to presume that the Group and Company will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's and the
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the Group and the Company and enable
them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the
assets of the Group and the Company and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Group's Annual Report will be published on the Group's
website and in this regard the Directors accept responsibility for
the maintenance and integrity of the website.
Annual General Meeting and recommendation
The Board considers that the resolutions to be proposed at the
Annual General Meeting are in the best interests of the Company and
the Group as a whole and its unanimous recommendation is that
shareholders support these proposals as the Directors intend to do
in respect of their own holdings. Further details regarding the
location and timing of the Company's forthcoming Annual General
Meeting will be provided shortly.
We welcome you to continue to take the journey with us as we
build Rockfire
through exploration success and quality asset acquisition.
On behalf of the Board
David W Price, Chief Executive Officer 28 May 2021
As Chairman of Rockfire, it is my responsibility to ensure that
Rockfire has both sound corporate governance and an effective
Board. I do that by ensuring that the Company and the Board are
acting in the best interests of shareholders, and by making sure
that the Board discharges its responsibilities. This includes
creating the right Board dynamic and ensuring that all important
matters, in particular strategic decisions, receive adequate time
and attention at Board meetings.
My responsibilities include leading the Board effectively,
overseeing the Group's corporate governance model, communicating
with shareholders and ensuring that good information flows freely
between the Executive and Non- executive Directors in a timely
manner.
To the extent applicable, and to the extent able (given the
current size and structure of the Company and the Board), the
Company has adopted the Quoted Companies Alliance Corporate
Governance Code (the Code). Details of how the Company complies
with the Code are set out below, together with the principles
contained in the Code.
In light of the Company's size and nature, the Board considers
that the current Board is a cost effective and practical method of
directing and managing the Company. As the Company's activities
develop in size, nature and scope, the size of the Board and the
implementation of additional corporate governance policies and
structures will be reviewed. Further disclosures under the Code are
included on the Company's website.
Principle 1 - Establish a strategy and business model which
promote long-term value for shareholders
Rockfire is an AIM-quoted gold and copper exploration junior
with projects located in northern Queensland, Australia. Drilling
over the past two years on the most advanced gold project,
Lighthouse, is pointing to the potential for a sizeable gold
discovery. The Company's strategy is to identify mineral deposits
which can be developed into mines to create value and income for
shareholders.
Throughout 2020, the Board has delivered on its strategy to
achieve growth of the Group, with highly successful exploration
results at the Plateau gold deposit within the Lighthouse
tenement.
The Company continues to seek other resource projects,
primarily, but not exclusively, in Australia.
Principle 4 - Embed effective risk management, considering both
opportunities and threats, throughout the organisation
The risks facing the Company are detailed in the risk management
section of the Strategic Report. The Board seeks to mitigate such
risks so far as it is able to do, but certain important risks
cannot be controlled by the Board.
In setting and implementing the Company's strategies, the Board,
having identified the risks, seeks to limit the extent of the
Company's exposure to them having regard to both its risk tolerance
and risk appetite.
Principle 5 - Maintain the board as a well-functioning, balanced
team led by the chair
Ian Staunton and Patrick Elliot are considered to be
independent. Nicholas Walley, as a significant shareholder, is not
considered to be independent.
The Company is aware that having an Executive Chairman is not in
line with the recommendations made by the QCA. The role of
Executive Chairman has been primarily to ensure that best practice
policies and procedures are implemented through identifying and
appointing the appropriate Directors, ensuring the Board is run in
an effective manner, and assisting the Chief Executive Officer with
legacy matters. There is a clear split of responsibilities between
the Executive Chairman and the Chief Executive Officer. The Board
believes that the skillsets of the Chairman and the non-independent
Non-executive Director are appropriate and beneficial for all
shareholders and stakeholders.
All Directors are expected to devote the necessary time
commitments required by their position and are expected to attend
all Board meetings. The Board convenes outside these meetings on an
ad hoc basis as and when it deems necessary.
The Chief Executive Officer works full time for the Company. The
Executive Chairman is expected to devote sufficient time as to
fulfil the needs of the Company, The Non-executive Directors are
expected to dedicate up to 3 days per month to the Company's
affairs. The Board is satisfied that each of the Directors is able
to allocate sufficient time to the Company to discharge their
responsibilities effectively.
The number of meetings of the Board and attendance for the year
ended 31 December 2020 are set out below:
Meetings held Meetings attended
Gordon Hart 19 18
Patrick Elliott 19 14
Ian Staunton 19 15
Nicholas Walley 19 15
David W Price 19 19
Principle 6 - Ensure that between them the directors have the
necessary up-to-date experience, skills and capabilities
The Board comprises the Executive Chairman, Gordon Hart; the
Chief Executive Officer, David W Price; and three Non-executive
Directors, Ian Staunton, Patrick Elliott and Nicholas Walley.
Further details on the Board can be found on page 4 of this Annual
Report.
The Board is therefore satisfied that it has a suitable balance
between independence on the one hand, and direct managerial and
operational knowledge of the Company on the other, which ensures
that no individual or group may dominate the Board's decisions. The
Board is also satisfied that the Board has sufficient knowledge of
the Group and its operations to enable it to discharge its duties
and responsibilities effectively. All Directors use their
independent judgement to challenge all matters, whether strategic
or operational.
The Directors endeavour to ensure that their knowledge of best
practices and regulatory developments is up to date by technical
reading and attending relevant seminars and conferences as
considered necessary. All Directors receive regular updates on
legal and governance issues. Nicholas Walley has been attending
various QCA seminars on remuneration. David Price has attended
various technical seminars. Gordon Hart has attended numerous
webinars and conferences held by the Australian Institute of
Company Directors. All Directors are encouraged to attend
presentations, conferences and webinars which improve their skill
base.
Rockfire has a Company Secretary whose role is to work closely
with the Chairman to maintain high standards of corporate
governance, ensuring that the necessary information is supplied to
the Directors on a timely basis and that the Company complies with
all applicable rules, regulations and obligations governing its
operation.
The Board has regular contact with its advisors to ensure that
it is aware of changes to generally accepted corporate governance
procedures and requirements and that the Group remains compliant
with applicable rules and regulations. The Company's nominated
advisor supports the Board's development, specifically providing
guidance on corporate governance and other regulatory matters, as
required.
Each Director can take independent professional advice in the
furtherance of his duties, if necessary, at the Company's expense.
In addition, the Directors have direct access to the advice and
services of the Company Secretary.
Neither the Board nor its committees have sought external advice
on a significant matter.
Principle 7 - Evaluate board performance based on clear and
relevant objectives, seeking continuous improvement
Given the current stage of the Company's development the
Directors believe that the Board operates efficiently and cost
effectively and that the cost of an external review process is not
justified. Nevertheless, it is intended that the Board will be
strengthened in due course to reflect the Group's progress with
exploration and growth.
Principle 8 - Promote a corporate culture that is based on
ethical values and behaviours
The Board recognises that its decisions regarding strategy and
risk will impact the corporate culture of the Group as a whole and
that this will impact the performance of the Group. The Board is
aware that the tone and culture set by the Board will greatly
impact all aspects of the Group and the way that employees and
other stakeholders behave. The Corporate Governance arrangements
that the Board has adopted are designed to ensure that the Company
delivers long term value to its shareholders, and that shareholders
have the opportunity to express their views in a manner that
encourages open dialogue with the Board. Therefore, the importance
of sound ethical values and behaviours is crucial to the ability of
the Company to successfully achieve its corporate objectives.
A large part of the Company's activities is centred upon an open
and respectful dialogue with employees, contractors, clients and
other stakeholders. The Board places great importance on this
aspect of corporate life and seeks to ensure that transparency and
openness are evident in all that the Company does. The Directors
consider that at present the Company has an open culture
facilitating comprehensive dialogue and feedback and enabling
positive and constructive challenge.
The Board has adopted a code of conduct which provides a
framework for ethical decision-making and actions across the Group.
The code of conduct reiterates the Group's commitment to integrity
and fair dealing in its business affairs and its duty of care to
all employees, contractors and stakeholders.
Each Board member's adherence to the Group's code of conduct is
assessed annually. Employees are assessed on their performance and
their adherence to the code of conduct through their annual
performance review.
Principle 10 - Communicate how the company is governed and is
performing by maintaining a dialogue with shareholders and other
relevant stakeholders
The Board attaches great importance to providing shareholders
with clear and transparent information on the Company's activities,
strategy and financial position.
The Company communicates with shareholders through the Annual
Report, full-year and half-year announcements, the Annual General
Meeting and one-to-one meetings with large existing or potential
new shareholders.
The Company announces significant developments which are
disseminated via various outlets including the London Stock
Exchange's Regulatory News Service (RNS).
The audit committee is chaired by Ian Staunton and includes
Patrick Elliott and Gordon Hart, and their biographies can be found
on page 4. The role of the committee is to consider and approve the
interim results, and with the auditors to consider the annual
report and matters raised by the auditors based on their audit. So
far as possible recommendations by the auditors are immediately
implemented. To date, audit committee matters have been discussed
in full Board meetings. As such no formal audit committee reports
have been required.
The remuneration committee is chaired by Nicholas Walley and
includes Patrick Elliott, and their biographies can be found on
page 4. The remuneration committee meets on an ad hoc basis, when
required. Fees payable to the Non-executive Directors are
determined by the Executive Directors.
Additional information supplied by the remuneration committee
has been disseminated across this Annual Report, rather than
included as a separate committee report.
Gordon Hart, Chairman 28 May 2021
Opinion
We have audited the financial statements of Rockfire Resources
Plc (the 'parent company') and its subsidiaries (the 'group') for
the year ended 31 December 2020 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated and Parent
Company Statements of Financial Position, the Consolidated and
Parent Company Statements of Changes in Equity, the Consolidated
and Parent Company Statements of Cash Flows and notes to the
financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their
preparation is applicable law and international accounting
standards in conformity with the requirements of the Companies Act
2006 and as regards the parent company financial statements, as
applied in accordance with the provisions of the Companies Act
2006.
In our opinion:
-- the financial statements give a true and fair view of the
state of the group's and of the parent company's affairs as at 31
December 2020 and of the group's and parent company's loss for the
year then ended;
-- the group financial statements have been properly prepared in
accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006;
-- the parent company financial statements have been properly
prepared in accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006 and as
applied in accordance with the provisions of the Companies Act
2006; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the group's and parent
company's ability to continue to adopt the going concern basis of
accounting included a review of the forecast financial information
prepared by management, a review of management's assessment of
going concern, and post year end information, including contracted
and committed expenditure.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
group's or parent company's ability to continue as a going concern
for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our application of materiality
Materiality Basis for materiality
========================== ==========================================
Group GBP81,000 (2019: 2% of gross assets
GBP52,000)
Combination of 2% of gross assets and 5%
Company GBP61,000 (2019: of loss before tax
GBP30,000)
==========================================
We consider gross assets to be the most significant determinant
of the group's financial position and performance used by
shareholders, with the key financial statement balances being
intangible exploration and evaluation assets and cash and cash
equivalents. The going concern of the group is dependent on its
ability to fund operations going forward, as well as on the
valuation of its assets, which represent the underlying value of
the group. The basis for calculating materiality was unchanged from
the prior year.
Whilst materiality for the group financial statements as a whole
was set at GBP81,000, materiality for the parent company and
significant component was set at GBP61,000 and GBP44,000
respectively. Performance materiality set at 70% for the group,
parent company and significant component at GBP56,700, GBP42,700
and GBP30,800 respectively. We applied the concept of materiality
both in planning and performing our audit, and in evaluating the
effect of misstatements.
We agreed with the audit committee that we would report to the
committee all audit differences identified during the course of our
audit in excess of GBP4,050 for the group and GBP3,050 for the
parent company.
Our approach to the audit
In designing our audit, we determined materiality and assessed
the risk of material misstatement in the financial statements. In
particular, we looked at areas requiring the directors to make
subjective judgements, for example in respect of assessing the
recoverability of exploration, evaluation and development
expenditure, the valuation of share-based payments, the carrying
value and recoverability of investments in subsidiaries at parent
company level, and the consideration of future events that are
inherently uncertain. We also addressed the risk of management
override of internal controls, including evaluating whether there
was evidence of bias by the directors that represented a risk of
material misstatement due to fraud.
An audit was performed on the financial information of the
group's significant operating components which, for the year ended
31 December 2020, were located in the United Kingdom and
Australia.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
======================================== =================================================================
Carrying value and appropriate
capitalisation of Intangible
Assets (refer Note 9) (GROUP)
=================================================================
The group carrying value of intangible Our work in this area included:
assets in relation to capitalised
exploration costs for its Australian * Confirmation that the group has good title to the
projects is material. There is applicable exploration licences, and has fulfilled
a risk that these assets have any specific conditions therein particularly having
been incorrectly capitalised regard to minimum expenditure requirements;
in accordance with the requirements
of IFRS 6 and that there are
indicators of impairment as at * Review and substantive testing of capitalised costs
31 December 2020. including consideration of appropriateness for
capitalisation under IFRS 6;
Particularly for early stage
exploration projects, where the
calculation of recoverable amount * Assessment of progress at the individual projects
via value in use calculations during the year and post year-end; and
is not possible, management's
assessment of impairment under
IFRS 6 requires significant estimation * Consideration of management's impairment reviews in
and judgement. light of impairment indicators identified in
accordance with IFRS 6, including corroboration and
challenge thereof.
* Evaluated the disclosures included within the
financial statements.
=================================================================
Recoverability of investments
and intragroup balances (refer
Notes 11 and 12) (COMPANY)
=================================================================
Investments in subsidiaries and Our work in this area included:
intragroup loans are significant * Confirmation of ownership of the investments;
assets in the parent company's
financial statements. Their recoverability
is directly linked to the recoverability * Review of management's calculations of expected
of intangible assets in those credit losses on the intragroup balances to ensure
entities, and hence may not be the rationale and accounting treatment is in
fully recoverable. accordance with IFRS 9; and
* Consideration of recoverability of investments and
intragroup loans by reference to underlying net asset
values and exploration projects.
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The directors are responsible for the
other information contained within the annual report. Our opinion
on the group and parent company financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the
other information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and
the parent company and their environment obtained in the course of
the audit, we have not identified material misstatements in the
strategic report or the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
group and parent company financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements,
the directors are responsible for assessing the group's and the
parent company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do
so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
-- We obtained an understanding of the group and parent company
and the sector in which they operate to identify laws and
regulations that could reasonably be expected to have a direct
effect on the financial statements. We obtained our understanding
in this regard through discussions with management and application
of our cumulative audit knowledge and experience of the industry.
We ensured that the audit team collectively had the appropriate
experience with auditing entities within this industry, facing
similar audit and business risks, and of a similar size.
-- We determined the principal laws and regulations relevant to
the group and parent company in this regard to be those arising
from:
o AIM Rules;
o UK employment law; and
o Local tax laws and regulations.
-- We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by
the group and parent company with those laws and regulations. These
procedures included, but were not limited to:
o Making enquiries of management;
o A review of Board minutes;
o A review of legal ledger accounts; and
o A review of RNS announcements.
-- As in all of our audits, we addressed the risk of fraud
arising from management override of controls by performing audit
procedures which included, but were not limited to: the testing of
journals, reviewing accounting estimates for evidence of bias; and
evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone, other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
David Thompson (Senior Statutory Auditor) 15 Westferry
Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
Note 2020 2019
GBP GBP
Impairment of intangible assets (12,324) (87,475)
Administrative expenses (707,663) (548,067)
Operating loss 6 (719,987) (635,542)
--------------------------- ---------------------------
Loss before taxation (719,987) (635,542)
Taxation 7 - -
Loss for the year attributable to
shareholders of the Company (719,987) (635,542)
Items that may be reclassified subsequently
to profit or loss:
Foreign exchange translation movement 50,591 (57,471)
Total comprehensive loss attributable
to shareholders of the Company (669,396) (693,013)
Earnings per share attributable to
shareholders of the Company
Basic and diluted 8 (0.10)p (0.14)p
The notes on pages 32 to 46 form part of these financial
statements.
Note 2020 2019
GBP GBP
Assets
Non-current assets
Intangible assets 9 2,655,196 1,731,760
Property, plant and equipment 10 25,706 10,371
2,680,901 1,742,131
Current assets
Cash and cash equivalents 1,350,926 763,060
Trade and other receivables 12 39,383 55,973
1,390,309 819,033
--------------------- ---------------------
Total assets 4,071,211 2,561,164
Equity and liabilities
Equity attributable to shareholders of the Company
Share capital 13 6,828,085 6,625,077
Share premium 14 16,658,354 14,736,107
Other reserves 14 2,295,035 2,295,035
Foreign exchange reserve 14 (27,176) (77,767)
Retained deficit (21,779,517) (21,163,812)
Total equity 3,974,781 2,414,640
Current liabilities
Trade and other payables 16 96,430 146,524
96,430 146,524
--------------------- ---------------------
Total equity and liabilities 4,071,211 2,561,164
The financial statements were approved and authorised for issue
by the Board on 28 May 2021 and signed on its behalf by:
David W Price, Chief Executive Officer
The notes on pages 32 to 46 form part of these financial
statements.
Company Registration No. 07791328
Note 2020 2019
GBP GBP
Assets
Non-current assets
Investments 11 648,000 648,000
648,000 648,000
Current assets
Cash and cash equivalents 1,236,174 762,480
Trade and other receivables 12 2,566,668 1,563,596
3,802,842 2,326,076
--------------------- -------------------
Total assets 4,450,842 2,974,076
Equity and liabilities
Equity attributable to shareholders of the Company
Share capital 13 6,828,085 6,625,077
Share premium 14 16,658,354 14,736,107
Other reserves 14 1,801,872 1,801,872
Retained deficit (20,888,055) (20,312,605)
Total equity 4,400,256 2,850,451
Current liabilities
Trade and other payables 16 50,585 123,625
50,585 123,625
--------------------- -------------------
Total equity and liabilities 4,450,842 2,974,076
As permitted by section 408 of the Companies Act 2006, the
Company has not presented its own income statement. The Company's
total comprehensive loss for the period was GBP679,732 (2019: loss
of GBP424,980).
The financial statements were approved and authorised for issue
by the Board on 28 May 2021 and signed on its behalf by:
David W Price, Chief Executive Officer
The notes on pages 32 to 46 form part of these financial
statements.
Foreign
Share Share Other exchange Retained Total equity
capital premium reserves reserve deficit
GBP GBP GBP GBP GBP GBP
------------------ ---------------- ---------------- ------------- ------------ --------------
As at 1
January
2019 6,369,011 13,458,124 2,295,035 (20,296) (20,529,205) 1,572,669
------------------ ---------------- ---------------- ------------- ------------ --------------
Loss for the
financial
year - - - - (635,542) (635,542)
Foreign
exchange
translation
movement - - - (57,471) - (57,471)
------------------ ---------------- ---------------- ------------- ------------ --------------
Total
comprehensive
loss - - - (57,471) (635,542) (693,013)
------------------ ---------------- ---------------- ------------- ------------ --------------
Shares issued
during the
year 256,066 1,392,621 - - - 1,648,687
Share issuance
costs - (113,703) - - - (113,703)
Share-based
expense - (935) - - 935 -
------------------ ---------------- ---------------- ------------- ------------ --------------
Total
transactions
with
shareholders 256,066 1,277,983 - - 935 1,534,984
------------------ ---------------- ---------------- ------------- ------------ --------------
At 31 December
2019 6,625,077 14,736,107 2,295,035 (77,767) (21,163,812) 2,414,640
================== ================ ================ ============= ============ ==============
As at 1
January
2020 6,625,077 14,736,107 2,295,035 (77,767) (21,163,812) 2,414,640
------------------ ---------------- ---------------- ------------- ------------ --------------
Loss for the
financial
year - - - - (719,987) (719,987)
Foreign
exchange
translation
movement - - - 50,591 - 50,591
------------------ ---------------- ---------------- ------------- ------------ --------------
Total
comprehensive
loss - - - 50,591 (719,987) (669,396)
------------------ ---------------- ---------------- ------------- ------------ --------------
Shares issued
during the
year 203,008 2,033,400 - - - 2,236,408
Share issuance
costs - (111,153) - - - (111,153)
Share-based
expense - - - - 104,282 104,282
------------------ ---------------- ---------------- ------------- ------------ --------------
Total
transactions
with
shareholders 203,008 1,922,247 - - 104,282 2,229,537
------------------ ---------------- ---------------- ------------- ------------ --------------
At 31 December
2020 6,828,085 16,658,354 2,295,035 (27,176) (21,779,517) 3,974,781
================== ================ ================ ============= ============ ==============
The notes on pages 32 to 46 form part of these financial
statements.
Retained
Share capital Share premium Other reserves deficit Total equity
GBP GBP GBP GBP GBP
--------------- --------------- ---------------- ------------ --------------
At 1 January 2019 6,369,011 13,458,124 1,801,872 (19,888,559) 1,740,448
--------------- --------------- ---------------- ------------ --------------
Loss for the financial
year - - - (424,981) (424,981)
--------------- --------------- ---------------- ------------ --------------
Total comprehensive
loss - - - (424,981) (424,981)
--------------- --------------- ---------------- ------------ --------------
Shares issued during
the year 256,066 1,392,621 - - 1,648,687
Share issuance
cost - (113,703) - - (113,703)
Share-based expense - (935) - 935 -
--------------- --------------- ---------------- ------------ --------------
Total transactions
with shareholders 256,066 1,277,983 - 935 1,534,984
--------------- --------------- ---------------- ------------ --------------
As at 31 December
2019 6,625,077 14,736,107 1,801,872 (20,312,605) 2,850,451
=============== =============== ================ ============ ==============
As at 1 January
2020 6,625,077 14,736,107 1,801,872 (20,312,605) 2,850,451
--------------- --------------- ---------------- ------------ --------------
Loss for the financial
year - - - (679,732) (679,732)
--------------- --------------- ---------------- ------------ --------------
Total comprehensive
loss - - - (679,732) (679,732)
--------------- --------------- ---------------- ------------ --------------
Shares issued during
the year 203,008 2,033,400 - - 2,236,408
Share issuance
cost - (111,153) - - (111,153)
Share-based expense - - - 104,282 104,283
--------------- --------------- ---------------- ------------ --------------
Total transactions
with shareholders 203,008 1,922,247 - 104,282 2,229,537
--------------- --------------- ---------------- ------------ --------------
At 31 December
2020 6,828,085 16,658,354 1,801,872 (20,888,055) 4,400,256
=============== =============== ================ ============ ==============
The notes on pages 32 to 46 form part of these financial
statements.
2020 2019
GBP GBP
Cash flow from operating activities
Loss for the year before tax (719,987) (635,542)
Impairment of intangible assets 12,324 87,475
Depreciation 769 2,665
Expenses settled in shares 38,000 -
Share-based expense 104,282 -
Foreign exchange differences (60,986) (57,183)
Decrease/(Increase) in trade and other
receivables 18,007 (33,298)
Decrease in trade and other payables (55,802) (39,744)
Net cash outflow from operating activities (663,393) (675,916)
Cash flow from investing activities
Exploration expenditure (817,153) (377,568)
Acquisition of property, plant and
equipment (18,844) (13,325)
Net cash used in investing activities (835,997) (390,604)
Cash flow from financing activities
Proceeds from issuance of ordinary
shares 2,198,409 1,648,687
Share issue costs (111,153) (113,703)
Net cash generated from financing activities 2,087,256 1,534,984
Net increase in cash and cash equivalents 587,867 468,464
Cash and cash equivalents at the beginning
of the year 763,060 294,596
Cash and cash equivalents at the end
of the year 1,350,926 763,060
The notes on pages 32 to 46 form part of these financial
statements.
2020 2019
GBP GBP
Cash flow from operating activities
Loss for the year before tax (679,732) (424,981)
Expenses settled in shares 38,000 -
Share-based expense 104,282 -
Expected credit losses 180,874 103,962
Decrease/(Increase) in trade and other
receivables 19,467 (31,613)
Decrease in trade and other payables (73,040) (32,060)
Net cash outflow from operating activities (410,149) (384,692)
Cash flow from financing activities
Related party loans (1,203,413) (669,613)
Proceeds from issuance of ordinary
shares 2,198,409 1,648,687
Share issue costs (111,153) (113,703)
Net cash generated from financing activities 883,843 865,370
Net increase in cash and cash equivalents 473,694 480,679
Cash and cash equivalents at the beginning
of the year 762,480 281,801
Cash and cash equivalents at the end
of the year 1,236,174 762,480
The notes on pages 32 to 46 form part of these financial
statements.
1 Reporting entity
Rockfire is a public limited company, quoted on AIM and is
incorporated and domiciled
in England and Wales.
2 Adoption of new and revised standards
(i) New and amended standards, and interpretations issued and
effective for the financial year beginning 1 January 2020
The following new standards, amendments and interpretations are
effective for the first time in these financial statements.
However, none has had a material impact on the financial
statements:
-- Amendments to References to Conceptual Framework in IFRS
Standards - effective 1 January 2020
-- Definition of Material (Amendments to IAS 1 and IAS 8) - effective 1 January 2020
-- Amendment to IFRS 3 Business Combinations - effective 1 January 2020
-- Amendments to IFRS 9, IAS 39 and IFRS 17: Interest Rate
Benchmark Reform - effective 1 January 2020
(ii) New standards, amendments and interpretations in issue but
not yet effective
At the date of approval of these financial statements, the
following standards and interpretations which have not been applied
in these financial statements were in issue but not yet effective:
(and in some cases not yet adopted by the EU):
-- Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16:
Interest Rate Benchmark Reform - Phase 2 - effective 1 January
2021*
-- Amendment to IFRS 3 Business Combinations - Reference to the
Conceptual Framework - effective 1 January 2022*
-- Amendments to IAS 16: Property, Plant & Equipment - effective 1 January 2022*
-- Amendments to IAS 37: Provisions, Contingent Liabilities and
Contingent Assets - effective 1 January 2022*
-- Annual Improvements to IFRS Standards 2018-2020 Cycle - effective 1 January 2022*
-- Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non- current and
Amendments to IAS 1: Classification of Liabilities as Current or
Non-current - Deferral of Effective Date - effective 1 January
2023*
*subject to EU endorsement
The Directors do not expect that the adoption of these standards
will have a material impact on the financial statements of the
Group or Company in future periods.
3 Basis of preparation and significant accounting policies
a) Basis of preparation
These financial statements have been prepared in accordance with
international accounting standards in conformity with the
requirements of the Companies Act 2006. The Financial statements
are prepared under the historical cost convention as modified by
the measurement of certain financial instruments at fair value.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group's and Company's accounting policies.
b) Basis of consolidation
Subsidiaries are entities controlled by the Group. Control is
achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee.
Specifically, the Group controls an investee if, and only if, the
Group has:
-- Power over the investee (i.e., existing rights that give it
the current ability to direct the relevant activities of the
investee);
-- Exposure, or rights, to variable returns from its involvement with the investee; and
-- The ability to use its power over the investee to affect its returns.
Generally, when the Group has less than a majority of the voting
or similar rights of an investee, the Group considers all relevant
facts and circumstances in assessing whether it has power over an
investee, including:
-- The contractual arrangement(s) with the other vote holders of the investee;
-- Rights arising from other contractual arrangements; and
-- The Group's voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the three elements of control. Subsidiaries are fully
consolidated from the date that control commences until the date
that control ceases. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies
adopted by the Group. Intra-group balances and any unrealised gains
or losses or income or expenses arising from intra-group
transactions are eliminated in preparing the Group financial
statements.
c) Functional and presentation currency
These consolidated financial statements are presented in GB
pounds sterling (GBP), which is the Company's functional
currency.
d) Going concern
The Company has prepared a cash flow forecast which supports the
Directors' expectation that the Group has adequate resources to
continue in operational existence for a period of not less than 12
months from the date of signing these financial statements. This
cash flow forecast assumes that the exploration programmes will
only continue with additional equity funding secured by the Group.
In May 2021, the Company raised gross proceeds of GBP850,000
through a placing of 121,429,200 new ordinary shares of 0.1p each.
As such, the financial statements have been prepared assuming the
Group and Company will continue as a going concern.
In the current business climate, the Board acknowledges the
COVID-19 pandemic and has implemented logistical and organisational
changes to underpin the Group's resilience to COVID-19, with the
key focus being protecting all personnel, minimising the impact on
critical work streams and ensuring business continuity. COVID-19
may have a direct bearing on the Group's ability to generate
sufficient cash for working capital purposes. The Board is closely
monitoring commercial and technical aspects of the Group's
operations to mitigate the impact of the COVID- 19 pandemic. The
inability to gauge the length of such disruption further adds to
this uncertainty. For these reasons, the generation of sufficient
operating cash remains a risk.
The Directors believe the Group will generate sufficient working
capital and cash flows to continue in operational existence and
will have the ongoing support of its shareholders, if required, for
the foreseeable future.
e) Business combinations
The Group applies the acquisition method in accounting for
business combinations. The consideration transferred by the Group
to obtain control of a subsidiary is calculated as the sum of the
acquisition-date fair values of assets transferred, liabilities
incurred and the equity interests issued by the Group, which
includes the fair value of any asset or liability arising from a
contingent consideration arrangement. Acquisition costs are
expensed as incurred. Assets acquired and liabilities assumed are
generally measured at their acquisition-date fair value.
f) Property, plant and equipment
Items of property, plant and equipment are stated at historical
cost less accumulated depreciation.
Depreciation is provided at the following annual rates in order
to write off each asset over its estimated useful life.
-- Motor vehicles - 20% straight line
-- Office equipment - 25% straight line
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at each balance sheet date.
g) Intangible assets - exploration costs
Exploration costs comprise costs associated with the acquisition
of mineral rights and mineral exploration and are capitalised as
intangible assets pending the feasibility of the project. They also
include certain administrative costs
that are allocated to the extent that those costs can be related
directly to exploration activities.
If an exploration project is deemed successful based on
feasibility studies, the related expenditure is transferred to
development and production assets and amortised over the estimated
useful life of the ore reserves on a unit of production basis.
Where a project is abandoned or considered to be no longer
economically viable, the related costs are written off to profit or
loss.
To date, the Group has not progressed to the development and
production stage in any area of operation.
h) Impairment of non-financial assets
The Group assesses at each reporting date whether there is an
indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required,
the Group estimates the asset's recoverable amount. An asset's
recoverable amount is the higher of an asset's or cash-generating
unit's fair value less costs to sell and its value in use and is
determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent from those of
other assets or groups of assets. Where the carrying value of an
asset exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. In
assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset. In determining fair value less
costs to sell, an appropriate valuation model is used.
Exploration projects at an early stage of development are
assessed under the following areas, in accordance with the criteria
contained within IFRS 6, for circumstances that may indicate the
existence of impairment:
-- The Group's right to explore in an area has expired, or will
expire in the near future without renewal;
-- No further exploration or evaluation is planned or budgeted;
-- A decision has been taken by the Board to discontinue
exploration and evaluation in an area due to the absence of a
commercial level of reserves; or
-- Sufficient data exists to indicate that the book value will
not be fully recovered from future development.
Impairment losses of continuing operations are recognised in
profit or loss in those expense categories consistent with the
function of the impaired asset. For impaired assets, an assessment
is made at each reporting date as to whether there is any
indication that previously recognised impairment losses may no
longer exist or may have decreased. If such indication exists, the
Group makes a revised estimate of recoverable amount. A previously
recognised impairment loss is reversed only if there has been a
change in the estimates used to determine the asset's recoverable
amount since the last impairment loss was recognised. If that is
the case the carrying amount of the asset is increased to its
recoverable amount. That increased amount cannot exceed the
carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset
in prior years.
i) Financial instruments Financial assets Classification
The Group classifies its financial assets at amortised cost.
Financial assets do not comprise prepayments. Management determines
the classification of its financial assets at initial recognition.
The classification of financial assets at initial recognition that
are debt instruments depends on the financial asset's contractual
cash flow characteristics and the business model for managing them.
In order for a financial asset to be classified and measured at
amortised cost it needs to give rise to cash flows that are solely
payments of principal and interest (SPPI) on the principal amount
outstanding.
Amortised cost
The Group's financial assets held at amortised cost comprise
trade and other receivables and cash and cash equivalents in the
statement of financial position. These assets are non-derivative
financial assets with fixed or determinable payments that are not
quoted in an active market. They arise principally through the
provision of goods and services to customers (e.g., trade
receivables), but also incorporate other types of contractual
monetary asset. They are initially recognised at fair value plus
transaction costs that are directly attributable to their
acquisition or issue and are subsequently carried at amortised cost
using the effective interest method, less provision for
impairment.
Impairment of financial assets
An impairment provision is recognised when there is objective
evidence of a default event (e.g., significant financial
difficulties on the part of the counterparty or default or
significant delay in payment) such that the Group may be unable to
collect all of the amounts due under the terms receivable, the
amount of such a provision being the difference between the net
carrying amount and the present value of the future expected cash
flows associated with the impaired asset.
Impairment provisions for trade receivables and other
receivables are recognised based on the simplified approach within
IFRS 9 using lifetime expected credit losses (ECLs). During this
process the probability of non-payment of receivables is assessed.
This probability is then multiplied by the amount of expected loss
arising from the default to determine the ECL.
Financial liabilities
The Group classifies its financial liabilities in the category
of financial liabilities at amortised cost. All financial
liabilities are recognised in the statement of financial position
when the Group becomes a party to the contractual provision of the
instrument. Trade and other payables and borrowings are included in
this category.
Borrowings
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently carried at
amortised cost. Any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in the
statement of comprehensive income over the period of the borrowings
using the effective interest method.
Borrowings are de- recognised from the balance sheet when the
obligation specified in the contract is discharged, is cancelled or
expires. The difference between the carrying amount of a financial
liability that has been extinguished or transferred to another
party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in profit or loss
as other operating income or finance costs.
Borrowings are classified as current liabilities unless the
Group has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting period.
Trade and other payables
Trade and other payables are initially recognised at fair value
and subsequently measured at amortised cost using the effective
interest method. Accounts payable are classified as current
liabilities if payment is due within one year or less. If not, they
are presented as non-current liabilities.
j) Provisions
A provision is recognised in the balance sheet when the Group
has a present legal or constructive obligation as a result of a
past event, and it is probable that an outflow of economic benefit
will be required to settle the obligation. If the effect is
material, provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects the current
market assessment of the time value of money and where appropriate,
the risks specific to the liability.
k) Current and deferred tax
Tax represents the sum of current and deferred tax.
Tax payable or receivable is based on taxable profit or loss for
the year. Taxable profit or loss differs from accounting profit or
loss as reported in the consolidated statement of comprehensive
income because it excludes items of income or expense that are
taxable or deductible in other years and further excludes items
that are never taxable or deductible. Current tax is measured using
tax rates that have been enacted or substantively enacted by the
reporting date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that future taxable profits will be available, against
which deductible temporary differences can be utilised.
l) Pensions
Pension costs charged in the financial statements represent the
contributions payable by the Group during the year into defined
contribution pension schemes.
m) Foreign currencies
The individual financial statements of each Group entity are
presented in the currency of the primary economic environment in
which the entity operates (its functional currency). For the
purpose of the financial statements, the results and financial
position of each entity are expressed in GBP.
In preparing the financial statements of the individual
entities, transactions in currencies other than the entity's
functional currency (foreign currencies) are recorded at the rates
of exchange prevailing on the dates of the transactions. At each
balance sheet date, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at the balance
sheet date.
Exchange differences arising on the settlement of monetary items
and on the retranslation of monetary items are included in the
statement of comprehensive income for the period.
For the purpose of presenting consolidated financial statements,
the assets and liabilities of the Group's foreign operations are
expressed in GBP using exchange rates prevailing at the balance
sheet date. Income and expense items are translated at the average
exchange rates for the period. Exchange differences arising, if
any, are classified as other comprehensive income and are
transferred to the Group's translation reserve.
When the settlement of a monetary item receivable from or
payable to a foreign operation is neither planned nor likely in the
foreseeable future, foreign currency gains and losses arising from
such items are considered to form part of a net investment in the
foreign operation and are recognised in other comprehensive income
and presented in the exchange reserve in equity.
n) Investments
Investments held as non-current assets comprise investments in
subsidiary undertakings and are stated at cost less any provision
for impairment.
o) Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of ordinary shares are
recognised as a deduction from equity, net of any tax effects.
p) Share-based payments
The Group makes equity-settled share-based payments to certain
Directors and employees. Equity-settled share- based payments are
measured at fair value at the date of grant by reference to the
fair value of the equity instruments granted.
The fair value determined at the grant date of equity-settled
share-based payments is expensed on a straight-line basis over the
vesting period, based on the Group's estimate of the number of
instruments that will eventually vest with a corresponding
adjustment to equity. Fair value is measured by use of the Black
Scholes model. The expected life used in the model has been
adjusted, based on management's best estimate, for the effect of
non- transferability, exercise restrictions, and behavioural
considerations.
Non-vesting and market vesting conditions are taken into account
when estimating the fair value of the option at grant date. Service
and non-market vesting conditions are taken into account by
adjusting the number of options expected to vest at each reporting
date.
q) Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning the future.
The resulting estimates will by definition, seldom equal the actual
results. Estimates and judgements are continually evaluated and are
based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances. Certain amounts included in the financial
statements involve the use of judgement and/or estimation. These
judgements and estimates are based on management's best knowledge
of the relevant facts and
circumstances, but actual results may differ from the amounts
included in the financial statements. The Board has considered the
critical accounting estimates and assumptions used in the financial
statements and concluded that the areas of judgement that have the
most significant effect on the amounts recognised in the financial
statements are as set out below.
Recoverability of deferred exploration costs
All costs directly attributable to exploration are capitalised
on a project basis, pending a decision on the economic feasibility
of the project. The capitalisation of such costs gives rise to an
intangible asset in the consolidated statement of financial
position. Exploration costs are capitalised where it is considered
likely that the amount will be recovered by future exploitation,
sale or alternatively where the activities have not reached a stage
which permits a reasonable assessment of the existence of reserves.
This requires management to make estimates and assumptions as to
the future events and circumstances, especially in relation to
whether an economically viable extraction operation can be
established. Such estimates are subject to change and should it
become apparent that recovery of the expenditure is unlikely, the
relevant amount is written off in the statement of comprehensive
income.
Receivables from Group undertakings
The Company makes assumptions when implementing the
forward-looking ECL model. This model is used to assess
intercompany loans for impairment.
Estimates are made regarding the credit risk and the underlying
probability of default in each of the credit loss scenarios. The
scenarios identified by the Company are production, divestment,
fire-sale and failure. The Directors make judgements on the
expected likelihood and outcome of each of the scenarios, and these
expected values are applied to the loan balances.
4 Segmental reporting
The Group has one single business segment which is exploration
for gold and copper resources in Australia. Accordingly, no
segmental analysis is appropriate.
5 Staff costs Number of employees
The monthly average number of employees (excluding Directors) of
the Group during the year was:
2020 2019
No. No.
Technical 1 1
Employment costs (excluding directors)
2020 2019
GBP GBP
Wages and salaries 95,817 92,583
Post-employment benefits 9,103 8,795
Total 104,920 101,378
Directors' emoluments 2020
Post- employment
Short-term benefits Total
benefits
GBP GBP GBP
David W Price 150,000 14,249 164,249
Gordon Hart 85,826 8,334 94,160
Ian Staunton 30,000 - 30,000
Patrick Elliott 28,000 - 28,000
Nicholas Walley 30,000 - 30,000
Total 323,826 22,583 346,409
2019
Post- employment
Short-term benefits Total
benefits
GBP GBP GBP
David W Price 124,999 12,107 137,106
Gordon Hart 69,996 6,392 76,388
Ian Staunton 23,533 - 23,533
Patrick Elliott 20,000 - 20,000
Nicholas Walley 20,000 - 20,000
Total 258,528 18,499 277,027
The key management personnel of the Group are considered to be
the Directors.
6 Operating loss
Operating loss is stated after charging:
2020 2019
GBP GBP
Fees payable to the Group auditor for
the audit of the Group and Company financial
statements 24,000 23,000
Fees payable to the Group auditor for
the taxation services 1,850 1,850
Impairment of intangible assets 12,324 87,475
7 Taxation
2020 2019
GBP GBP
Factors affecting tax charge for the year
Loss on ordinary activities before taxation (719,987) (635,542)
--------------------------- --------------------------
Loss on ordinary activities at the UK standard
rate of 19% (2019: 19%) (136,798) (120,753)
--------------------------- --------------------------
Effects of:
Carried forward losses 72,634 28,837
Non-deductible expenses 22,155 22,890
Losses of overseas subsidiaries to be carried
forward 42,008 69,026
Current tax charge - -
The Group has estimated UK tax losses of approximately
GBP4,880,000 (2019: GBP4,255,000), and Australian tax losses of
approximately GBP204,000(2019: GBP92,000) available to carry
forward against future trading profits. The Group has not
recognised a deferred tax asset on any losses carried forward due
to the uncertainty of future profits.
8 Earnings per share
2020 2019
GBP GBP
Loss for the purpose of basic and diluted
loss per share (719,987) (635,542)
Weighted average number of ordinary shares
for the purpose of basic and diluted loss
per share 725,751,806 463,745,676
----------------------- ----------------------
Loss per share - basic (pence) (0.10) (0.14)
Loss per share - diluted (pence) (0.10) (0.14)
Earnings per share has been calculated by dividing the loss for
the year by the weighted average number of ordinary shares in issue
during the year.
Diluted earnings per share has been calculated by dividing the
loss for the year by the weighted average number of ordinary shares
in issue during the year adjusted to assume conversion of all
dilutive options/warrants.
9 Intangible assets
Exploration
costs
GBP
At 1 January 2019 1,441,666
Additions 376,943
Impairment (87,475)
Foreign exchange differences (626)
At 31 December 2019 1,731,760
At 1 January 2020 1,731,760
Additions 821,278
Impairment (12,324)
Foreign exchange differences 114,482
At 31 December 2020 2,655,196
As at 31 December 2020, the Group had future commitments of
GBP600,424 in relation to exploration projects:
Minimum
Rent spend
GBP GBP
1 year 23,888 310,311
Later than 1 year but no more than
5 years 95,551 170,673
Total 119,439 480,985
10 Property, plant and equipment
Group Motor Office Exploration
vehicles equipment costs
GBP GBP GBP
Cost
At 1 January 2019 - - -
Additions 13,325 - 13,325
Foreign exchange differences (361) - (361)
At 31 December 2019 12,964 - 12,964
At 1 January 2020 12,963 - 12,963
Additions 15,833 3,011 18,844
Foreign exchange differences 1,649 154 1,803
At 31 December 2020 30,445 3,165 33,610
Depreciation
At 1 January 2019 - - -
Charge for the year 2,665 - 2,665
Foreign exchange differences (71) - (71)
At 31 December 2019 2,594 - 2,594
At 1 January 2020 2,593 - 2,593
Charge for the year - 769 769
Depreciation capitalised 4,125 - 4,125
Foreign exchange differences 379 38 417
At 31 December 2020 7,098 807 7,905
Net book value
At 31 December 2019 10,371 - 10,371
At 31 December 2020 23,348 2,358 25,706
11 Investments
Company 2020 2019
GBP GBP
At beginning and end of the year 648,000 648,000
The Group's subsidiary undertakings at 31 December 2020, all of
which are included in the consolidation, were as follows:
Proportion Class of Nature of Country of Registered office
held shareholding business incorporation
c/o AA Corporate
Papua Mining 100% Ordinary Dormant British Virgin Management 13,
Limited Islands Boulevard
Princesse Charlotte,
Monte Carlo, Monaco,
MC98000
BGM c/o WSC Group
Investments 100% Ordinary Exploration Australia Accountants,
Pty Limited 11/800-812 Old
Illawarra
Road, Menai, NSW
2234, Australia
In January 2020, the directors instructed the administrators of
Aries Mining Limited and Sagittarius Mining Limited to deregister
the companies. The investment in both companies plus loans were
written off as at 31 December 2020.
12 Trade and other receivables
2020 2019
Group GBP GBP
Other receivables 38,240 55,973
2020 2019
Company GBP GBP
Amounts owed by Group undertakings 2,552,123 1,529,585
Other receivables 14,545 34,011
Total 2,566,668 1,563,596
Receivables due from Group undertakings are net of ECLs of
GBP450,081 (2019: GBP274,068). Other receivables comprise
prepayments.
13 Share capital Group and Company
Issued share capital 2020 2019
No. No.
Ordinary shares of GBP0.001 each 832,415,592 629,407,844
Deferred shares of GBP0.099 each 51,215,534 51,215,534
2020 2019
GBP GBP
Balance at the beginning of the
year 6,625,077 6,369,011
Shares issued during the year 203,008 256,066
Balance at 31 December (fully paid) 6,828,085 6,625,077
Issues of ordinary shares
On 10 March 2020, the Company announced that 3,530,691 new
ordinary shares had been issued to Patrick Elliot in settlement of
Director's fees for the period from 26 February 2019 to 31 December
2019, at a price of 0.57p.
On 29 June 2020, the Company announced that it completed a
placing of 117,647,100 new ordinary shares, raising gross proceeds
of GBP1,000,000.
On 7 July 2020, the Company announced that 1,690,909 new
ordinary shares had been issued to Patrick Elliot in settlement of
Director's fees for the period from 1 January 2020 to 30 June 2020,
at a price of 0.71p.
On 29 July, the Company announced a placing of 64,620,000 new
ordinary shares of 0.1p each, raising gross proceeds of
GBP1,050,075.
From July to September 2020, the Company issued a total of
14,833,334 new ordinary shares in relation to warrant
exercises.
On 12 October 2020, the Company announced that 685,714 new
ordinary had been issued to Patrick Elliot in settlement of
Director's fees for the period from 1 July 2020 to 30 September
2020, at a price of 0.875p.
The GBP value of fully paid issued share capital includes a
cumulative translation difference of GBP925,331 being the effect of
the Group's historical presentational currency being US$.
14 Reserves Share premium
The share premium account represents amounts subscribed for
share capital in excess of nominal value, net of directly
attributable issue costs.
Foreign currency translation reserve
Cumulative gains and losses on translating the net assets of
overseas operations to the presentation currency.
Other reserves
Represents the reserve arising from a share for share exchange
as part of a group reorganisation in 2011.
15 Share options and warrants
Share options
2020 2019
Weighted Weighted
average average
exercise exercise
Options price Options price
No. GBP No. GBP
Outstanding at 1
January 9,000,000 0.02 15,620,421 0.02
Granted during the
year 18,000,000 0.02 - -
Lapsed during the year (9,000,000) 0.02 (6,620,421) 0.02
Outstanding at 31
December 18,000,000 0.02 9,000,000 0.02
Exercisable at 31
December 18,000,000 0.02 9,000,000 0.02
The weighted average life of the outstanding and exercisable
options was 2 years and 163 days effective from 31 December
2020.
On 12 June 2020, 18,000,000 options to subscribe for new
ordinary shares in the Company were granted to Non- executive
Directors. The options are exercisable at GBP0.02 for three years
from the date of grant.
The fair values of the options granted during the year were
calculated using the Black Scholes Model with the following
assumptions:
Risk free interest rate 0.0008%
Expected volatility 153.42%
Expected dividend yield 0.00%
Life of the option 1.5 years
Share price at measurement GBP0.0108
date
GBP104,282 has been recognised as a share-based expense in the
Statement of Comprehensive Income related to the grant of share
options.
Share options held by Directors were as follows:
2020 2019
No. No.
David W Price - 6,000,000
Ian Staunton 6,000,000 -
Patrick Elliot 6,000,000 -
Nicholas Walley 6,000,000 -
Warrants 2020 2019
Weighted Weighted
average average
exercise exercise
Warrants price Warrants price
No. GBP No. GBP
Outstanding at 1
January 103,968,628 0.013 150,063,479 0.023
Granted during the
year - - 177,823,529 0.012
Lapsed during the
year (58,235,295) 0.015 (150,063,479) 0.023
Exercised during the
year (14,833,334) 0.010 (76,854,901) 0.010
Outstanding and
exercisable
at 31 December 30,899,999 0.010 100,968,628 0.013
The weighted average life of the outstanding and exercisable
warrants was 1 year and 279 days effective from 31 December
2020.
16 Trade and other payables
2020 2019
Group GBP GBP
Trade payables 31,040 1,933
Other payables 26,390 91,597
Accruals 39,000 52,994
Total 96,430 146,524
2020 2019
Company GBP GBP
Trade payables 9,928 1,548
Other payables 1,658 79,077
Accruals 39,000 43,000
Total 50,586 123,625
17 Financial instruments
In common with other businesses, the Group is exposed to risks
that arise from its use of financial instruments. This note
describes the Group's objectives, policies and processes for
managing those risks and the methods used to measure them. Further
quantitative information in respect of these risks is presented
throughout these financial statements.
The significant accounting policies regarding financial
instruments are disclosed in note 3.
The Group does not have any derivative products or any long-term
borrowings. The Group is not exposed to interest-bearing
indebtedness. The exploration activities of the Group are financed
by the proceeds of share issues.
Principal financial instruments
The principal financial instruments used by the Group, from
which financial instrument risk arises, are as follows:
2020 2019
Group GBP GBP
Financial assets
Cash and cash equivalents 1,350,926 763,060
Trade and other receivables - 72
Total 1,350,926 763,132
Financial liabilities
Trade payables 31,040 1,933
Other payables 55,255 128,443
Total 86,295 130,376
Company
Financial assets
Cash and cash equivalents 1,236,174 762,480
Trade and other receivables 3,002,580 1,529,585
Total 4,238,754 2,292,065
Financial liabilities
Trade payables 9,932 1,548
Other payables 38,269 111,781
Total 48,201 113,329
The Directors consider that the fair value of the above
financial instruments is equal to the carrying values.
General objectives, policies and processes
The Directors have overall responsibility for the determination
of the Group's risk management objectives and policies. The Board
regularly reviews the effectiveness of the processes put in place
and the appropriateness of the objectives and policies it sets.
The overall objective of the Directors is to set policies that
reduce risk as far as possible without unduly affecting the Group's
competitiveness and flexibility.
Credit risk
Credit risk is the risk of financial loss to the Group if a
customer or counterparty to a financial instrument fails to meet
its contractual obligations.
The carrying amount of financial assets represents the maximum
credit exposure. The maximum exposure to credit risk at the
reporting date was as follows:
2020 2019
Group GBP GBP
Financial assets
Cash and cash equivalents 1,350,926 763,060
Trade and other receivables - 72
Total 1,350,926 763,132
Company
Financial assets
Cash and cash equivalents 1,236,174 762,480
Trade and other receivables 3,002,580 1,529,585
Total 4,238,754 2,292,065
Liquidity risk
Liquidity risk relates to the ability of the Group to meet
future obligations and financial liabilities. To date the Group has
relied upon shareholder funding of its activities. Future
exploration and development activities is dependent upon the
Group's ability to obtain further financing through equity
financing or other means.
The following table shows the Group's financial liabilities:
2020 2019
Group GBP GBP
Financial liabilities
Trade payables 31,040 1,933
Other payables 55,255 128,443
Total 83,295 130,376
Company
Financial liabilities
Trade payables 9,932 1,548
Other payables 38,269 111,781
Total 48,201 113,329
The financial statements have been prepared on a going concern
basis and note 3(d) provides further information in this
regard.
Foreign currency risk
Foreign currency risk refers to the risk that the value of a
financial commitment, recognised asset or liability will fluctuate
due to changes in foreign currency rates.
The Group operates primarily in Australia. Transactions are
substantially denominated in Australian dollars (AUD) and GBP. As
such the Group is exposed to transaction foreign exchange risk. The
mix of currencies and terms of trade with its suppliers are such
that the Directors believe that the Group's exposure is minimal and
consequently
they have not, to date, specifically sought to hedge that
exposure. Most of the Group's funds are in GBP with only sufficient
funds held overseas to meet local costs. The Group and Company's
net exposure to foreign currency risk at the reporting date is as
follows:
Group Company
Net foreign currency Year Year Year Year ended
financial ended 31 ended ended 31 December
(liabilities)/assets December 31 31 2019
2020 December December
2019 2020
GBP GBP GBP GBP
AUD 93,775 (9,799) 364 -
Sensitivity analysis
The following table details the impact of changes in foreign
exchange rates on financial assets and liabilities at the balance
sheet date, illustrating the (decrease)/increase in Group operating
result caused by a 10 per cent strengthening of GBP compared to the
year-end spot rate. The analysis assumes that all other variables
remain constant.
Profit or loss Equity
Net foreign currency Year Year Year Year ended
financial ended 31 ended ended 31 December
(liabilities)/assets December 31 31 2019
2020 December December
2019 2020
GBP GBP GBP GBP
AUD (9,377) 980 (9,377) 980
Commodity price risk
Commodity price risk is the risk that the Group's future
earnings will be adversely impacted by changes in the market prices
of commodities. The Group is not currently exposed to commodity
price risk but future revenues will be determined by reference to
market commodity prices.
Capital management
The Group's objectives when managing capital is to maintain its
ability to continue as a going concern in order to provide returns
for shareholders and benefits for other stakeholders and to ensure
sufficient resources are available to meet day to day operating
requirements. The Group defines capital as 'equity' and 'cash' as
shown in the consolidated statement of financial position. As at 31
December 2020 the Group held equity and cash balances of
GBP3,974,781 and GBP1,350,926 (2019: GBP2,414,640 and
GBP763,060), respectively. The Board takes full responsibility for
managing the Group's capital and does so through Board meetings and
reviews of financial information.
The Group's policy is to invest its cash in deposits with high
credit worthy financial institutions with short term maturity.
18 Related party transactions
During the year, the Company advanced funds to BGM Investments
Pty Ltd totalling GBP1,203,413 (2019: GBP665,472). The loan is
repayable in GBP on demand and as at 31 December 2020 GBP3,002,924
was outstanding. A cumulative expected credit loss ("ECL") of
GBP450,801 has been recognised at the year-end in respect of the
loan.
The Company also settled local management expenses on behalf of
Papua Mining Limited amounting to GBP3,803 and BGM Investments Pty
Limited settled local management expenses on behalf of Aries Mining
Limited and Sagittarius Mining Limited amounting to GBP10,750.
Rockfire also made payments totalling GBP4,155 to Hellenic
Minerals IKE, a company associated with Rockfire's CEO. Hellenic
Minerals IKE is researching potential mining projects for
acquisition on behalf of Rockfire. Rockfire's CEO is not a
shareholder in Hellenic Minerals IKE but has an outcomes-based
agreement with the owners of the company.
19 Subsequent events
In February 2021, the Company issued 1,152,862 new ordinary
shares to Patrick Elliott in settlement of Director's fees.
In February 2021, it was announced that the Company granted a
total of 36,000,000 options to subscribe for ordinary shares in the
Company to certain Directors and employees.
In March 2021, the Company instructed the administrators of
Papua Mining Limited to deregister the company as it is a dormant
company within the Group and is of no value to the Group going
forward. When deregistered the Group corporate structure will have
been simplified.
In May 2021, the Company issued 121,429,200 new ordinary shares
to raise GBP850,000 to fund inaugural drilling at Copperhead and
Copper Dome and exploration RC drilling close to the resource at
Plateau.
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END
FR UAOBRAVUNRRR
(END) Dow Jones Newswires
June 01, 2021 03:53 ET (07:53 GMT)
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