Final payment for acquisition of Molaoi Asset

Related Party Transaction

Rockfire Resources plc (LON: ROCK), the base metal, critical mineral and precious metal exploration company, is pleased to announce that it has successfully met the technical milestone that triggers the final tranche payment to the vendors of Hellenic Minerals S.A. ("Hellenic"). Hellenic is a wholly owned subsidiary of Rockfire and controls 100% ownership of a 30-year licence to explore and mine the high-grade Molaoi Zn/Pb/Ag deposit ("Molaoi"), located in the Hellenic Republic of Greece ("Greece").

This final payment is an issue of 185,000,000 new ordinary shares of 0.1 pence each in the Company ("Ordinary Shares") at the time when Rockfire delineates a JORC compliant zinc resource of more than 400,000 tonnes of zinc equivalent metal content. The resource at Molaoi is currently 1,500,000 tonnes of zinc equivalent metal content (See Rockfire's announcement dated 4 September 2024) and the Directors of the Company believe that this resource will continue to grow.

Highlights

• In accordance with the terms of the acquisition of Hellenic announced on 23 December 2021, Rockfire shall issue 185 million new Ordinary Shares to the vendors of Hellenic, representing the final tranche payment for the acquisition of Hellenic Minerals S.A.
• As announced on 23 December 2021, on achieving a minimum JORC or NI43-101 resource of 400,000 tonnes of zinc-equivalent metal content, Rockfire shall make a 50% cash and 50% share payment of a total value of £400,000, with Ordinary Shares being issued at a 5% discount to the 5-day VWAP share price in Rockfire at the time of the RNS of the JORC, to Mr. Georgios Skevas or his nominee/s. The threshold of 400,000 tonnes of zinc-equivalent metal content was exceeded and announced in an RNS dated 4 September 2024.
• It has subsequently been agreed with the vendors of Hellenic that they will amend this second tranche payment to £100,000 paid in cash and £300,000 paid in Rockfire shares, instead of 50% cash and 50% shares.
• The Company shall issue a total of 185,000,000 Ordinary Shares at an issue price of 0.162 pence per share. The closing share price on 4 September 2024 was 0.215 pence, resulting in a 5% discount to the 5-day volume weighted average price ("VWAP") of 0.162 pence.
• David Price, the Chief Executive Officer of Rockfire, first identified the Molaoi Project in 2005 from archived scientific reports. It was also Mr Price who identified the presence of germanium in the zinc at Molaoi. There is an historic agreement between Hellenic and Mr Price dating back to 2005 which entitles him to a share in the proceeds from the sale of Hellenic. In accordance with this agreement, and for the sake of transparency and governance, Mr Price declares that he is a beneficiary of this second tranche of the sale agreement with Rockfire. Mr. Price has elected to receive his portion of the share allotment (being 72,500,000 Ordinary Shares) but is deferring his portion of the cash component (being £50,000) until a later time.

Admission and Total Voting Rights

Application has been made for the admission of the 185,000,000 new ordinary shares to trading on AIM ("Admission"). It is anticipated that Admission will become effective on or around 8.00 a.m. on 6 March 2025.

Following Admission, the total number of ordinary shares and voting rights in the Company will be 4,122,620,625. The Company does not hold any shares in treasury. From Admission, the above figure may be used by shareholders 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 pursuant to the FCA's Disclosure Guidance and Transparency Rules.

Director/PDMR Shareholding

On Admission, David Price will have an interest 128,850,000 Ordinary Shares, representing approximately 3.12 per cent. of the issued share capital of the Company. The FCA notification, made in accordance with the requirements of the EU Market Abuse Regulation, is appended below.

Related party transaction

The variation of the second tranche consideration for Hellenic is deemed to be a transaction with a related party pursuant to rule 13 of the AIM Rules for Companies by virtue of the vendor, Mr. Georgios Skevas, being a director of a subsidiary of the Company. The directors of the Company (except for David Price who is not independent for the purposes of this transaction) consider, having consulted with the Company's nominated adviser, Allenby Capital Limited, that the terms of the variation of the second tranche consideration for Hellenic are fair and reasonable insofar as the Company's shareholders are concerned.