Proposed Subscription to raise c. £2.15 million
Rockfire raises £2.15 million through subscription of 1.95 billion shares at 0.11 pence per share.
- Gross proceeds £2.15 million
- Issue price per share 0.11 pence
- Number of shares issued 1,954,545,446
- Discount to closing bid price 18%
- Enlarged share capital percentage 18.3%
- Closing bid price 7 August 2026 0.135 pence
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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 approximately £2.15 million (before expenses) by way of a subscription (the "Subscription" or the "Fundraise") of a total of 1,954,545,446 new ordinary shares of 0.1 pence each in the Company (the "Subscription Shares") at a price of 0.11 pence per new Ordinary Share (the "Issue Price"). This Subscription was arranged by Temeraire Partners.
Highlights
- Equity raise of approximately £2.15 million at 0.11 pence per new Ordinary Share.
- The net proceeds from the Subscription are intended to be used by the Company for:
o an application for a permit to reopen and rehabilitate the underground mine;
o to continue pre-feasibility work, including comminution (crushing & grinding) and ore sorting tests;
o continuation of drilling at the Molaoi project; and
o for general working capital purposes.
- The Issue Price represents a discount of approximately 18 per cent. to the closing bid price of 0.135 pence per ordinary shares of 0.1 pence each in the Company (an "Ordinary Share") on 7 August 2026.
- The Subscription Shares are to be issued pursuant to the Company's existing authorities granted at the annual general meeting of the Company on 29 June 2026 (the "2026 AGM").
Background to the Fundraise
The Company is actively drilling infill holes to increase confidence in the Inferred JORC Resource towards an Indicated JORC Category. Rockfire has commissioned the construction and delivery of its own new drilling rig as part of a two-pronged strategy to increase overall project development efficiency. Once this new rig arrives on site, it will be prioritised on continuation of the in-fill drilling and the contractor's rig will be moved onto drilling holes north of the main deposit, with the aim of expanding the existing mineral resource.
In addition to zinc, silver and lead, Molaoi also contains one of the world's geologically rare critical metals, germanium. The current drilling program is also expected to deliver a Maiden Inferred JORC Resource for germanium. Should this be achieved, the Molaoi Project will host one of only two quoted germanium resources globally, the other being McMillan Pass in the USA, which has an average Inferred Resource grading 8.1g/t Ge. Although there are many zinc deposits in the world, only a handful have germanium as a by-product and Rockfire is fully conscious of the potential financial enrichment that germanium contributes to the Molaoi Project.
Use of Proceeds
The Directors intend for the net proceeds of the Subscription to be used, in conjunction with Rockfire's existing available cash resources, to submit an application for a permit to reopen and rehabilitate the underground mine, continue pre-feasibility work including comminution (crushing & grinding) and ore sorting tests, continuation of drilling at the Molaoi project and for general working capital purposes.
Details of the Subscription
The Subscription comprises the issue of 1,954,545,446 new Ordinary Shares (the "Subscription Shares") at the Issue Price to conditionally raise approximately £2.15 million before expenses for the Company. The Subscription Shares will be issued on a non-pre-emptive basis utilising the authorities granted to the Board at the 2026 AGM.
When issued, the Subscription Shares will represent approximately 18.3 per cent of the enlarged share capital of the Company and will rank pari passu with the existing Ordinary Shares. The Issue Price represents a discount of approximately 18 per cent. to the closing mid-market price of 0.135 pence of an Ordinary Share on 7 August 2026, being the latest practicable date prior to the publication of this announcement.
Admission to AIM
An application will be made to London Stock Exchange plc ("London Stock Exchange") for the Subscription Shares to be admitted to trading on AIM, a market operated by the London Stock Exchange. Admission is expected to become effective, and dealings in the Subscription Shares will commence on AIM, at 8.00 a.m. on or around 24 August 2026 ("Admission").
Total Voting Rights
On Admission, the Company will have 10,705,929,807 ordinary shares of 0.1 pence each in issue, each with one voting right. There are no shares held in treasury. Therefore, upon Admission, the Company's total number of ordinary shares in issue and voting rights will be 10,705,929,807 and this figure may be used by shareholders from Admission 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 Company under the FCA's Disclosure Guidance and Transparency Rules.
Broker warrants
Temeraire Partners, as the broker arranging the Subscription, will receive warrants equal to 4% of the Subscription Shares (the "Broker Warrants"), with each warrant entitling the holder to acquire one new Ordinary Share at a price of 0.11 pence (the "Exercise Price") at any time in the 36-month period starting on the day of Admission of the Subscription Shares. Therefore, a total of 78,181,818 Broker Warrants will be issued to subscribe for 78,181,818 new Ordinary Shares. If all the Warrants are exercised in full, Rockfire will receive gross proceeds of a further approximately £86,000.
The Broker Warrants are not secured and are non-transferable by Temeraire Partners without the prior consent of the Company. The Broker Warrants will be in certificated form and none of the Broker Warrants will be admitted to trading on the AIM or any other stock exchange. The issue of the Broker Warrants utilises existing share authorities available to the Directors to issue shares for cash on a non-pre-emptive basis, as approved at the 2026 AGM.
David Price, Chief Executive of Rockfire, said:
"The Molaoi Project is advancing on multiple fronts.
- Infill drilling is leading the activity charge at present, with extension drilling due to start within the next few months in parallel with the infill drilling.
- The Ecological Study is complete and undergoing final appraisal prior to submission.
- Water inflow and outflow from the project continues to be monitored as part of the input to a planned feasibility study.
- Comminution tests to study crushing characteristics of the ore have now been commissioned
- An application is being prepared for reopening of the existing underground mine.
- Bond and Ball Mill indices have been commissioned to determine the most appropriate method of grinding
- Quotes are being obtained for ore sorting tests to determine if a grade increase can be achieved prior to processing.
"These funds will be put towards all these activities underway. The Company is striving hard to develop the project and we wish to thank our new and existing shareholders who participated in this Subscription for making all this work possible."
| Rockfire Resources plc | E-mail: info@rockfire.co.uk |
| David Price, Chief Executive Officer | |
| Allenby Capital Limited (Nominated Adviser & Broker): | Tel: +44 (0) 20 3328 5656 |
| John Depasquale / Ashur Joseph (Corporate Finance) | |
| Matt Butlin / Kelly Gardiner (Sales and Corporate Broking) | |
| CMC Markets UK Plc (Joint Broker) | Tel: +44 (0)20 3003 8632 |
| Douglas 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 to the Company in connection with the Subscription. 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 Subscription. 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.