Placing to fund drilling

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.

6 May 2021

Rockfire Resources plc

("Rockfire" or the "Company")

Placing to fund drilling at Copper Dome and Copperhead

Rockfire Resources plc (LON: ROCK), the gold and base metal exploration company, is pleased to announce that it has successfully completed a placing of new ordinary shares in the Company, raising gross proceeds of £850,000. These funds will be used to commence Inaugural drilling at the Company's Copper Dome and Copperhead projects, as well as to fund on-going drilling at the Company's Plateau Gold Deposit ("Plateau"), part of the Lighthouse tenement in North Queensland, Australia. All projects are 100 per cent. owned by Rockfire.

Highlights

·    Successful raise of £850,000, through a placing by the Company's sole broker, Allenby Capital Limited ("Allenby Capital"), of 121,429,200 new ordinary shares of 0.1p each in the Company (the "Placing Shares") at an issue price of 0.7 pence per Placing Share (the "Placing").

·    The Placing Shares will represent approximately 12.72 per cent. of the enlarged issued share capital of the Company and have been subscribed for by a combination of new investors and existing shareholders.

·    The Placing Shares are being issued at a price of 0.7 pence per Placing Share, representing a discount of approximately 20.45 per cent. to the closing mid-market share price of an existing ordinary share on 5 May 2021, the business day prior to this announcement. The Company will not be issuing any warrants in connection with the Placing.

·    Rockfire's largest shareholder and one of the Company's non-executive directors, Nicholas Walley, has subscribed for 6,000,000 shares in the Placing, thereby increasing his holding in the Company to 59,000,000 ordinary shares.

·    The net proceeds of the Placing will be applied to (i) inaugural RC drilling at Copper Dome; (ii) exploration RC drilling close to the resource at Plateau; and (iii) inaugural drilling at Copperhead.

David Price, Chief Executive of Rockfire, said: "The Copper Dome and Copperhead porphyry projects have not been drilled for almost 50 years. When drilled in 1972, significant copper (and gold) was encountered in each drill hole. At Copper Dome, seven (7) holes were drilled in 1972, and five (5) holes were drilled at Copperhead. With new data from the very high-resolution magnetic surveys recently flown by Rockfire, specific targets have been identified which we expect will vector towards the central parts of the porphyries.

The Plateau Gold Deposit is shaping up nicely, having returned a material increase in resource ounces and positive indicators in early scoping work. It is prudent for the Company to continue to drill this resource and to extend the gold envelope in areas which remain open along strike and at depth. Close to Plateau, new targets have been identified and our intension is to drill these too.

On behalf of the Board, I would like to extend our thanks to Allenby Capital for a successful placing. Thank you also to our supportive shareholders who have participated in this placing and a warm welcome to investors who have joined the Rockfire register for the first time. The Board and Management are very much looking forward to inaugural drilling at our large copper targets and we anticipate good news as we drill-test these projects.

A reverse circulation drilling rig is available in Charters Towers and the Company plans to mobilise as quickly as possible to commence drilling at Copper Dome. Our Exploration Manager is on site preparing the site for drilling and we anticipate a start within the next few weeks. The market will be updated on our drilling progress."

Reasons for the Placing and use of proceeds

Over the last 12 months, Rockfire has successfully increased the gold resource at the Plateau Gold Deposit by more than 500 per cent. Following this upgraded resource, the Company instigated a preliminary Scoping Study to determine if Plateau would be capable of generating free cash flow, even at such an early stage. A range of outcomes resulted, dependent on a number of variables. A net positive cash flow ranging from £3.7m - £10.7m was achieved. The study emphasised the additional work required to potentially upgrade the resources from Inferred to Indicated, as well as extension drilling which may result in increased resources.

A budget of £0.65 million is proposed in order to achieve the following.

•             Inaugural RC drilling at Copper Dome

·            Exploration RC drilling close to the resource at Plateau

•             Inaugural diamond drilling at Copperhead

The majority of the net proceeds of the Placing will be applied towards direct drilling expenses, with an amount of £200,000 being allocated to working capital.

Director participation in the Placing

Nicholas Walley, a Non-executive Director of the Company, has subscribed for 6,000,000 Placing Shares, at the issue price of 0.7 pence per ordinary share. Following this subscription, Nicholas Walley will hold 59,000,000 ordinary shares in the Company, equivalent to 6.18 per cent. of the Company's issued share capital as enlarged by the Placing. The FCA notification, made in accordance with the requirements of the UK Market Abuse Regulation, is appended below.

Details of the Placing and total voting rights

A total of 121,429,200 Placing Shares are to be issued at a price of 0.7 pence per Share. The Placing has been conducted utilising the Company's existing share authorities. Allenby Capital acted as the Company's sole broker in connection with the Placing.  The Placing is conditional, inter alia, on admission of the Placing Shares to trading on AIM ("Admission") becoming effective.

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares on AIM will commence on or around 11 May 2021.

On Admission, the Company's issued ordinary share capital will consist of 954,997,653 ordinary shares of 0.1p each, with one vote per share. The Company does not hold any ordinary shares in treasury.  Therefore, on Admission, the total number of ordinary shares and voting rights in the Company will be 954,997,653.  With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Notice to Distributors

Solely for the purposes of the temporary product intervention rules made under sections S137D and 138M of the Financial Services and Markets Act 2000 and the FCA Product Intervention and Product Governance Sourcebook (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as defined under the FCA Conduct of Business Sourcebook COBS 3 Client categorisation, and are eligible for distribution through all distribution channels as are permitted by the FCA Product Intervention and Product Governance Sourcebook (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing offer no guaranteed income and no capital protection; and an investment in the Placing is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital Limited will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA Conduct of Business Sourcebook COBS 9A and 10A respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

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