Subscription with Paloma Precious DMCC

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

1 June 2023

Rockfire Resources plc

("Rockfire" or the "Company")

Subscription with Paloma Precious DMCC   

Rockfire Resources plc (LON: ROCK), the gold and base metal exploration company, is pleased to announce that it has successfully raised £880,000, before expenses, through Paloma Precious DMCC ("Paloma") subscribing for 400,000,000 new ordinary shares of 0.1p par value (the "Ordinary Shares") at a price of 0.22 pence per share (the "Issue Price") (together the "Subscription").

Key Highlights:

·    The Issue Price represents a discount of approximately 29 per cent. to the closing mid-market price of an Ordinary Share on 31 May 2023, being the latest practicable date prior to the publication of this announcement.

·    There are no warrants attached to the Subscription. The Company confirms it has no existing warrants on its register.

·    400,000,000 new Ordinary Shares will be issued pursuant to the Subscription (the "Subscription Shares").

·    The Subscription Shares are to be issued pursuant to the authorities granted to the Board at the Company's general meeting held on 10 January 2023 on a non-pre-emptive basis.

·    Rockfire has over 130,000 ounces of gold and over 5 million ounces of silver in JORC resources, with 3.5 million ounces of silver at Molaoi alone. The Board believes this long-term partnership is a very logical one, particularly with the increasing demand for silver in the solar energy industry.

·    The proceeds of the Subscription will allow for the commencement of resource upgrade drilling at Molaoi and an updated mineral resource.

The Board of the Company welcomes the investment by Paloma. This investment provides a level of financial confidence and strength for the Company as it heads towards feasibility of the Molaoi project in Greece. Paloma is a large metal refining and commodity trading house, which owns its own refineries for gold and silver. Paloma's registered office is in Dubai, United Arab Emirates. Following the Subscription, Paloma will hold 400,000,000 Ordinary Shares, representing approximately 21.7 per cent. of the issued share capital of the Company as enlarged by the Subscription.

Relationship agreement

The Company and Allenby Capital Limited ("Allenby Capital"), the Company's nominated adviser, have on 31 May 2023 entered into a relationship agreement with Paloma (the "Paloma Relationship Agreement"), pursuant to which Paloma has undertaken to the Company and Allenby Capital that, for so long as it is interested in Ordinary Shares carrying 15 per cent. or more of the Company's voting share capital but, ignoring for this purpose, any voting rights which arise from the exercise of any existing options in the Ordinary Shares, and the Company's shares are admitted to trading on AIM, it agrees to various undertakings aimed at ensuring the Company is managed for the benefit of shareholders as a whole and independently of Paloma. In addition, Paloma has undertaken in the Paloma Relationship Agreement that transactions between the Company and Paloma shall be in the best interests of the Company and at arm's length and on normal commercial terms.

The Paloma Relationship Agreement also provides that for so long as Paloma is interested in voting rights representing: (a) rights to vote more than 20 per cent. of the rights to vote at a general meeting of the Company attaching to Ordinary Shares, it shall be entitled to nominate two directors to the board of the Company; or (b) representing more than 15 per cent. of the rights to vote at a general meeting of the Company attaching to Ordinary Shares, it shall be entitled to nominate one director to the board of the Company. Any proposed director appointment will be subject to the appropriate due diligence to be carried out by the Company's nominated adviser.

David Price, Chief Executive of Rockfire, said:

"Having a long-term, financially capable partner as we advance the Molaoi zinc project provides the Company with enormous confidence and offers so many options for the Company's plans for Molaoi. We would like to thank Paloma for its confidence in the future of Rockfire and we welcome them onto our register.

"These new funds boost the Company's balance sheet and allows for the commencement of resource upgrade drilling at Molaoi. The Company is pleased to confirm it now has sufficient funds to commence the resource upgrade drilling, as well as delivering an updated JORC resource estimate.

"The market can look forward to a flow of drilling assay results as we conclude our geotechnical drilling and commence our resource upgrade drilling. The market will be kept regularly informed of our progress at Molaoi."

Admission and total voting rights

The Subscription has been conducted utilising the Company's existing share authorities.  The Subscription is conditional, inter alia, on admission of the Subscription Shares to trading on AIM ("Admission") becoming effective.

Application has been made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Subscription Shares on AIM will commence on or around 6 June 2023.

On Admission, the Company's issued ordinary share capital will consist of 1,844,547,293 ordinary shares of 0.1p each, with one vote per share. The Company does not hold any ordinary shares in treasury.  Therefore, on Admission, the total number of ordinary shares and voting rights in the Company will be 1,844,547,293.  With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information on the Company, please visit www.rockfireresources.com or contact the following: 

Qualified Person Statement

The technical information in this announcement is based on information compiled by Mr David Price, the Chief Executive Officer of Rockfire Resources plc, who is a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM). Mr Price has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which has been undertaken to qualify as a "Qualified Person" in accordance with the AIM Rules Guidance Note for Mining and Oil & Gas Companies. Mr Price consents to the inclusion in the announcement of the matters based on their information in the form and context in which it appears.

Notes to Editors

Rockfire Resources plc (LON: ROCK) is a gold, base metal and critical mineral exploration company, with a portfolio of gold/copper/silver projects in Queensland Australia and a high-grade zinc/lead/silver/germanium deposit in Greece.

§    The Molaoi deposit in Greece has a JORC resource of 210,000 tonnes of zinc, 39,000 tonnes of lead and 3.5 million ounces of silver, using a 4% Zn cut off.

§    The Plateau deposit in Queensland has a JORC resource of 131,000 ounces of gold and 800,000 ounces of silver, using a 0.5g/t Au cut off. 53,000 of these ounces lie within the top 100m from surface.

§   The Copperhead deposit in Queensland has a JORC resource of 80,000 tonnes of copper, 9,400 tonnes of molybdenum and 1.1 million ounces of silver, using a 0.13% CuEq. cut off.

Forward-looking Statements

This news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; possible variations in ore grade or recovery rates; accidents, labour disputes, and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events, or results not to be as anticipated, estimated, or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events, or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein.