TIDMROCK
RNS Number : 9362U
Rockfire Resources PLC
28 November 2023
The information contained within this announcement is deemed to
constitute inside information as stipulated under the retained EU
law version of the Market Abuse Regulation (EU) No. 596/2014 (the
"UK MAR") which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018. The information is disclosed in accordance
with the Company's obligations under Article 17 of the UK MAR. Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
28 November 2023
Rockfire Resources plc
("Rockfire" or the "Company")
Notice of General Meeting
Rockfire Resources plc (LON: ROCK), the gold, base metal and
critical mineral exploration company, announces that a General
Meeting ("GM") will be held electronically at 9:30am (GMT) on
Tuesday, 19th December 2023.
In accordance with clause 22.7 of the Articles of Association,
this General Meeting will be an electronic meeting, enabling
participation only by electronic means. To attend by electronic
means, shareholders must register their proposal to attend at
info@rockfire.co.uk . Once registered the Company will provide the
link to access the meeting.
All resolutions at the GM will be decided on a poll.
Shareholders will still be able to vote in advance of the GM by
proxy. To ensure that their vote counts, shareholders should only
appoint the Chairman of the GM to act as their proxy. Details of
how to submit a proxy are set out in the Notice of GM.
Questions on the business of the meeting should be submitted in
writing in advance, to the Company Secretary at C/o One Advisory
201 Temple Chambers, 3-7 Temple Avenue, London United Kingdom
EC4YODT or by email to info@rockfire.co.uk .
The board is requesting permission for an elevated level of
authority to ensure the Company has sufficient flexibility to
explore multiple opportunities to grow the Company towards a
positive cash flow. This growth ambition includes the Molaoi Zinc
Project and several potential opportunities which may result in
positive cash flow.
The purpose of the GM is to address the following resolutions,
of which Resolution 1 will be proposed as an ordinary resolution
and Resolution 2 will be proposed as a special resolution:
Ordinary Resolution
1. THAT, in substitution for all existing and unexercised
authorities, the Directors be and they are hereby generally and
unconditionally authorised for the purpose of Section 551 of the
Companies Act 2006 ('the Act') to exercise all or any of the powers
of the Company to allot equity securities (within the meaning of
Section 560 of the Act) up to a maximum nominal amount of
GBP2,000,000 provided that this authority shall, unless previously
revoked or varied by the Company in general meeting, expire on the
earlier of the conclusion of the next Annual General Meeting of the
Company or 30 June 2024, unless renewed or extended prior to such
time except that the Directors of the Company may before the expiry
of such period make an offer or agreement which would or might
require equity securities to be allotted after the expiry of such
period and the Directors of the Company may allot equity securities
in pursuance of such offer or agreement as if the authority
conferred hereby had not expired.
Special Resolution
2. THAT, in substitution for all existing and unexercised
authorities and subject to the passing of Resolution 1, the
Directors of the Company be and they are hereby empowered pursuant
to Section 570 of the Companies Act 2006 ('the Act') to allot
equity securities (as defined in Section 560 of the Act) pursuant
to the authority conferred upon them by Resolution 1 as if Section
561(1) of the Act did not apply to any such allotment provided that
the power conferred by this Resolution, unless previously revoked
or varied by special resolution of the Company in general meeting,
shall be limited:
a) to the allotment of equity securities in connection with a
rights issue or other pre-emptive issue in favour of ordinary
shareholders where the equity securities respectively attributable
to the interest of all such shareholders are proportionate (as
nearly as may be) to the respective numbers of the ordinary shares
held by them subject only to such exclusions or other arrangements
as the Directors may consider appropriate to deal with fractional
entitlements or legal and practical difficulties under the laws of,
or the requirements of any recognised regulatory body in, any
territory; and
b) to the allotment (otherwise than pursuant to sub-paragraph
(a) above) of equity securities or the grant of a right to
subscribe for, or to convert; any equity securities into ordinary
shares in the Company, up to an aggregate nominal amount of
GBP2,000,000 in respect of any other issues for cash
consideration;
and shall expire on the earlier conclusion of the next Annual
General Meeting of the Company or 30 June 2024 save that the
Company may before such expiry make an offer or agreement which
would or might require equity securities to be allotted after such
expiry and the Directors may allot equity securities in pursuance
of such offer or agreement as if the power conferred hereby had not
expired.
Recommendation
The Board believes that the resolutions contained in the Notice
of GM are in the best interests of the Company and shareholders as
a whole and recommends you to vote in favour of them, as your
Directors intend to do in respect of their beneficial
shareholdings.
The new authorities being sought represent 78.6% of the
Company's current issued share capital.
The Notice of GM and Form of Proxy will be posted to
Shareholders on Thursday, 30 November 2023 and copies will also be
made available on the Company's website at
www.rockfireresources.com .
Rockfire Resources plc : info@rockfire.co.uk
David Price, Chief Executive Officer
Gordon Hart, Chairman
Allenby Capital Limited (Nominated Adviser Tel: +44 (0) 20
& Broker): 3328 5656
John Depasquale / George Payne (Corporate
Finance)
Matt Butlin / Kelly Gardiner (Sales and
Corporate Broking)
Notes to Editors
Rockfire Resources plc (LON: ROCK) is a gold, base metal and
critical mineral exploration company, with a high-grade
zinc/lead/silver/germanium deposit in Greece, and a portfolio of
gold/copper/silver projects in Queensland Australia..
-- The Molaoi deposit in Greece has a JORC resource of 210,000
tonnes of zinc, 39,000 tonnes of lead and 3.5 million ounces of
silver, using a 4% Zn cut off.
-- The Plateau deposit in Queensland has a JORC resource of
131,000 ounces of gold and 800,000 ounces of silver, using a 0.5g/t
Au cut off. 53,000 of these ounces lie within the top 100m from
surface.
-- The Copperhead deposit in Queensland has a JORC resource of
80,000 tonnes of copper, 9,400 tonnes of molybdenum and 1.1 million
ounces of silver, using a 0.13% CuEq. cut off.
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END
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