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Proposed placing to raise £3.0 million

In brief · summary, not quotable

Rockfire Resources plc has announced a proposed placing to raise £3.0 million by issuing 2,307,692,298 new ordinary shares at 0.13 pence per share, representing a discount to the previous day's closing price. The funds will be used to advance the Molaoi zinc/silver/lead project in Greece, including drilling to upgrade the resource category and establish a maiden JORC resource for germanium, and for general working capital. Significant subscriptions were made by ACAM LP for £500,000, Chairman Gordon Hart for £10,090, and Non-Executive Director Nicholas Walley for £39,910. The company has also appointed Oak Securities as a joint broker.

Full announcement

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Rockfire Resources plc (LON: ROCK), the base metal, precious metal, and critical mineral exploration company, is pleased to announce that it has conditionally raised £3.0 million (before expenses) by way of a placing (the "Placing") of a total of 2,307,692,298 new ordinary shares of 0.1 pence each in the Company (the "Placing Shares") at a price of 0.13 pence per new Ordinary Share (the "Issue Price").

The allotment and admission of the Placing Shares is conditional, inter alia, upon the passing of resolutions to authorise such issues and allotments and disapply pre-emption rights (the "Resolutions") to be put to shareholders (the "Shareholders") at a general meeting of the Company (the "General Meeting") which is expected to be held in early January 2026, further details of which will be set out in the notice of general meeting (the "Notice of GM") which the Company intends to post to Shareholders early next week.

ACAM LP ("ACAM") have subscribed for 384,615,384 new Ordinary Shares representing a consideration of £500,000 and following the admission of the Placing Shares, will hold a 16.06% interest in the enlarged issued share capital of the Company.

Chairman and Director, Gordon Hart, has subscribed for 7,761,538 new Ordinary Shares at the Issue Price representing a consideration of £10,090 and following admission is expected to hold a 0.3% interest in the enlarged issued share capital of the Company. Non-Executive Director, Nicholas Walley, has subscribed for 30,700,000 new Ordinary Shares at the Issue Price representing a consideration of £39,910. Following admission, Nicholas Walley is expected to hold a 1.96% interest in the enlarged issued share capital of the Company.

The Directors intend for the net proceeds of the Placing to be used, in conjunction with Rockfire's existing available cash resources, to continue the development of the Company's Molaoi zinc/silver/lead project in Greece and to fund on-going working capital requirements within the Company. An update of the zinc resource at Molaoi is anticipated in due course following additional drilling. This drilling will also result in a Maiden JORC Resource for germanium. A JORC germanium resource will be the only germanium resource known within Europe and will be unique globally.

Background to the Fundraise

On 4 September 2024, the Company announced a JORC mineral resource upgrade at the Group's Molaoi zinc/silver/lead deposit in Greece. The updated JORC resource was 500% larger than the maiden resource announced by the Group in May 2022.

Molaoi now contains 1,090,000 tonnes of zinc, 260,000 tonnes of lead, and 19.1 million ounces of silver. Molaoi also contains one of the world's geologically rare critical metals, germanium. A preliminary germanium quantity, (not yet compliant with the JORC Code) has been calculated at 4.8 MT @ 21.9 g/t Ge (105,700 kg germanium).

The next stage of development of the Molaoi deposit in Greece involves moving as many zinc tonnes into the "Indicated" category of the JORC Code, for input to a scoping study of mining and processing options. In addition, several important drill holes will be required to close drilling gaps on a number of drill lines.

In order to progress the development of Molaoi, the net proceeds of the Fundraise will be applied to:

  • continue development of the Company's Molaoi zinc/silver/lead/Germanium project in Greece; and (ii) to fund on-going working capital requirements within the Company.

Related Party Transaction

ACAM is a substantial shareholder of the Company. Therefore, ACAM is deemed to be a related party pursuant to the AIM Rules for Companies (the "AIM Rules"). ACAM's participation in the Placing constitutes a related party transaction in accordance with Rule 13 of the AIM Rules. Accordingly, the independent directors (being David Price, Ian Staunton, Patrick Elliott and Steven Hunt) consider, having consulted with the Company's Nominated Adviser, Allenby Capital Limited, that the terms of ACAM's participation in the Placing to be fair and reasonable insofar as the Company's shareholders are concerned.

Details of the Placing

The Placing comprises the issue of 2,307,692,298 new Ordinary Shares (the "Placing Shares") at the Issue Price. The Placing Shares are to be issued subject to shareholder approval at a General Meeting which is expected to be held on 2 January 2026.

The Issue Price represents a discount of approximately 18.7 per cent. to the closing mid-market price of 0.16 pence of an Ordinary Share on 11 December 2025, being the latest practicable date prior to the publication of this announcement.

Appointment of Joint Broker

Rockfire is also pleased to announce the appointment of Oak Securities as the Company's joint broker with immediate effect.

Application to AIM

An application will be made to London Stock Exchange plc ("London Stock Exchange") for the Placing Shares to be admitted to trading on the AIM market of the London Stock Exchange. It is currently anticipated that, subject to the passing of the Resolutions at the General Meeting, admission is expected to become effective, and dealings in the Placing Shares will commence on AIM, at 8.00 a.m. on or around 9 January 2026.

The Placing is not being underwritten by Allenby Capital Limited or any other person.

David Price, Chief Executive of Rockfire, said:

"This funding will be put directly into drilling at Molaoi to achieve our upgrade from Inferred to Indicated status according to the JORC code for reporting.

"Rockfire has been busy over the last six months establishing a lithofacies model, completing a significant pXRF surface survey, gathering drill core samples for metallurgical purposes and undertaking a pXRF logging of historical drill core. This work has delineated additional targets north of Molaoi and have resulted in the identification of the preferred horizons for zinc mineralisation.

"I, and the Board, thank our new and existing investors for their understanding of the significance of the Molaoi project, as well as their vision to see the potential of the project and where Molaoi can be positioned for the future."

Rockfire Resources plc :info@rockfire.co.uk
David Price, Chief Executive Officer
Allenby Capital Limited (Nominated Adviser & Joint Broker):Tel: +44 (0) 20 3328 5656
John Depasquale / Ashur Joseph (Corporate Finance)
Matt Butlin / Kelly Gardiner (Sales and Corporate Broking)
CMC Markets UK (Joint Broker)Tel: +44 (0) 20 3003 8632
Doulas Crippen
Oak Securities (Joint Broker)Tel: +44 (0) 20 3973 3678

Jerry Keen / Robert Bell

Notice to overseas persons

General

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser and Broker to the Company in connection with the Placing. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Placing. Allenby Capital has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Allenby for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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