Notice of AGM & Proposed Grant of Options

21 May 2020

Rockfire Resources plc

("Rockfire" or the "Company")

Notice of Annual General Meeting

Proposed Grant of Options to Directors

Rockfire Resources plc (LON: ROCK), the gold and base metal-focused resource company, announces that it has  now posted to shareholders its Annual Report and Accounts for the year ended 31 December 2019, and notice of the Company's Annual General Meeting ("AGM").  Both documents will be available today on the Company's website at www.rockfireresources.com .

The AGM will be held at 9.15 a.m. BST at Unit 302, 1 Sylvan Avenue, Balgowlah NSW, 2093, Australia on 12 June 2020. 

Arrangements for the Annual General Meeting

In light of the impact of COVID19 and following the advice by the UK Government of compulsory measures prohibiting, amongst other things, public gatherings of more than two people, ("Stay at Home" rules), and measures being adopted in Australia, it will not be possible to hold an open AGM with shareholders in attendance. As a result, the Company will not be able to grant entry to anyone seeking to attend the AGM in person.

The Company will convene the AGM with the minimum quorum of two officers, in accordance with its articles of association.  The AGM will comprise only the formal votes for each resolution set out in the Notice of AGM and shareholders are encouraged to vote via proxy.  Questions on the business of the meeting should be submitted by email to [email protected], and responses to any questions received will be provided at the AGM and disclosed following the meeting.

Shareholders are strongly encouraged to vote via completion of a Form of Proxy. Full details of how to complete the Form of Proxy are contained in the Notice of AGM. Shareholders are strongly advised to appoint the chairman of the meeting as your proxy to ensure your vote is counted. The chairman of the meeting will direct that all resolutions will take place by way of a poll, rather than on a show of hands. The voting results of the proposed resolutions will be announced by the Company and will be made available on the Company's website as soon as possible after the conclusion of the AGM.

The Board will continue to monitor COVID-19 developments as well as any further UK and Australian Government advice and will announce further details if any amendment is required to the arrangements advised above.

Proposed grant of options

It is proposed that the non-executive directors of the Company, Nicholas Walley, Patrick Elliott and Ian Staunton will be granted with options to subscribe for new ordinary shares in the Company, in accordance with the service agreements between each non-executive director and the Company.

Nicholas Walley, Patrick Elliott and Ian Staunton will each be granted 6,000,000 options to subscribe for new ordinary shares (the "NED Options"), subject to shareholder approval at the AGM. The NED Options will be exercisable for three years from the date of the grant, and will be exercisable at a price of 2p, being a premium of 122 per cent. to the closing mid-market share price on 20 May 2020, the day prior to this announcement.

If the grant of the NED Options is approved by shareholders at the AGM, the Company would have a total of 24,000,000 options to subscribe for new ordinary shares outstanding, which would represent 3.8 per cent. of the Company's issued share capital as at the date of this announcement.

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