Member Info for StMartins

When the dust settles and the grey mist hiding the reality, drifts away.

You will find DP is asking for the Authority to gain 100% CONTROL of 72.8% of rock issued shares. Rock is then safe from any other hands, apart from those selected by DP.

72.8% Nominal ownership, Could well finish up with Institutional investors for the biggest chunk DP can squeeze out of them.

When all hurdles are cleared, DP claims 72.8% back from II`s for an agreed sum.

Then DP can complete whatever deal he has Formulated. My ten penny worth.

Posters have been on the ball about these few weeks Developments

Ensuring Rock 100% ownership of Hellenic

Appointment of a Second Broker

Fri last Min RNS. Coincidental ?? I think not.

Will Metlen provide £3m to ensure nobody else can usurp their BID? Just a thought.

"Elevated level of Authority" is the relevant part of the RNS.

Basically DP is asking Holders to leave Rockfire future in hands of a Higher, more knowledgeable Authority.

From here, NOTHING MUST ENTER THE PUBLIC DOMAIN, perhaps it involves Metlen IPO, who know`s, but whatever is happening, MUST remain behind closed doors. ORDINARILY discussions would, BY LAW, have to be put to Holders and protracted paper trails going backwards and forwards. We are asked to GIVE UP OUR RIGHTS, In order that an elevated level of Authority can act, WITHOUT OUR CONSENT on any proposals that may be in the pipeline. Whatever is in the pipeline, has 4 Month`s to complete, Maximum. June 10, 2025. Dont see it being a `Memorandum of understanding` I see a more Binding contract, an agreed purchase, based on certain Criteria being met.

Everything, IMHO, Points to METLEN. What Metlen are doing is ensuring ROCK cannot be bought from under their noses. I intend to go along with DP request.

Here is the most Interesting article I have seen in some time. Mentions Metlen & Rockfire

If the Market see`s this in relation to Metlen IPO, ROCK will realy take off.

Holders should spare a few minutes to absorb this.

https://en.protothema.gr/2025/02/06/rare-earth-metals-deposits-with-raw-materials-for-microchip-production-in-greece/#:~:text=Search%20at%20protothema,to%20intensify%20worldwide.

Click on the link below to see Information that many will have seen before. The bit I like is China, through Government backing are quite prepared to corner any Market. "RARE EARTH ELEMENTS FIGURE PROMINENTLY IN Chinese thinking & Planning"

https://www.afcea.org/signal-media/international/how-china-made-it-top#:~:text=EVENTS,to%20diversify%20supply Rock at a tenth of a penny represents the sale of the Century.

OLLIE you avin a giraffe??? Holders will not be asked for a penny.

There will be No Dilution. ROCK Price will climb up to 28 March, then Rocket.

Despair ??? I said it was a placing, and by any other name that is what it was.

Rock have the money and that money should have been used to pay, ROCK DEBT. To dilute holders further was to punish holders, who had already been the victims of a placing just weeks before. Now I am insinuating a T/O ??? If you look back I was the first to suggest Metlen were running the rule over ROCK.

The Gen Meet on 28/03/25 will reveal INSTITUTIONAL INVESTORS have taken up the entire OFFER, in, `SPECIAL PURPOSE SUBSIDIARY` (HELLENIC) I have referred to as "CASH BOX PLACING" Read 4th Paragraph about SPS. Then you can fully understand why ROCK are using 100% ownership of Hellenic. We may well have an excellent Easter Egg.

What is a cash box placing?

Corporate

4 Min Read

What is a cash box placing?

By Clive Garston and Jonathan Deverill

|

Published 11 May 2020

Overview

A cash box placing is a method of raising cash from the issue of equity securities structured as an issue of shares for non-cash consideration. This allows companies to issue shares without seeking any shareholder consent or convening a general meeting and is very useful for a company that needs to raise funds quickly.

It allows for an issue when there is either none or not sufficient disapplication of pre-emption rights authority and enables a larger issue than would be authorised by a standard disapplication, although a general authority to allot shares is still required. In addition, this structure may allow distributable reserves to be created by using merger relief.

Note that this is in addition to the usual general authority required by the directors to allot shares

The issuer issues shares in exchange for the transfer to it of redeemable preference shares in a special purpose subsidiary. The only material asset of the subsidiary is the cash paid to it upon a subscription of shares by an investment bank (or broker). The bank/broker funds the subscription price for the preference shares from the proceeds of the placing of the company's equity securities.

Whilst avoiding the pre-emption rules is one of the key advantages to a cash box placing, it also helps avoid the costs of producing and distributing a circular (where applicable) and notice of meeting, the delay in waiting for the requisite resolutions to be passed and the risk that the resolutions might not be passed.

How does the structure work?

The issuer incorporates a new company (Newco), most likely in Jersey, which will be established with par value ordinary shares and par value fixed rate redeemable preference shares (see section Why Jersey? below for further information).

The issuer's investment bank or broker will subscribe for some of the Newco ordinary shares (usually in excess of 10%) and the issuer will hold the balance of the Newco ordinary shares (which must be below 90% if merger relief is required).

Conditional on the issuer's new ordinary shares being listed or admitted to trading on AIM, the bank/broker will agree to subscribe for Newco redeemable preference shares at an aggregate price equal to the net placing proceeds (less commissions and other expenses in respect of the placing) and will undertake to pay to Newco the subscription price for those shares.

At the same time as step 3, the issuer will agree to allot new ordinary shares to placees selected by the bank/broker in consideration for the transfer to the issuer of the Newco ordinary shares and preference shares held by the bank/broker.

Placees pay the placing price for the new ordinary shares to the bank/broker as principal and the bank/broker will use the placing proceeds to discharge its undertaking to pay the subscription price

Monday 10/03/25 will see ROCK Start to rise. Professional Investors will be looking into this as a "TAKE OVER IN WAITING" Todays RNS effectively tells World ROCK is for sale and ROCK owns the "CROWN JEWELS" I Mentioned China as a DISRUPTIVE INFLUENCE, if China do get involved, China can pay fortunes, And leave stuff in the ground.

Plus pay Greece a few Billion $$$$$$$$ in compensation for lost revenue.

Whatever the outcome, ROCK HOLDERS are on a WIN WIN WIN. Patience.

This RNS concerns Metlen imho. March 28 fits in very neatly with Metlen forthcoming IPO.

Detail ? can only be guessed, but you can bet, brokers fees are onerous and why not if they can secure a top drawer deal. Perhaps METLEN are going to do a speedy appraisal that ROCK HAVE TO PAY FOR. For me, this is a CASH BOX PLACING. a method of raising cash from the issue of equity securities for none cash consideration. "Cash box placing" can be found on Google. The wording of this RNS points directly at, "Cash box placing"

A Fast, less expensive way to raise Quickly under specific circumstances without incurring costs of conventional placing or `Forward selling bucket shop`

If I am correct, Rock has done the deal, we await PROOF OF DISCOVERY `JORC`

According to the Institute of Geology, Ukraine possesses rare earth elements such as lanthanum and cerium, used in TVs and lighting; neodymium, used in wind turbines and EV batteries; and erbium and yttrium, whose applications range from nuclear power to lasers.

Whilst valuable, the above do not furnish USA with REM CHINA BANNED therefore it is not inconceivable that USA may still be HUGE BUYERS of Greece REM Minerals.

Not forgetting that USA Have been responsible for "GIVING GREECE" a credible sea defence against Turkey and has several Bases in Greece. PLUS there will be NO Tariffs on GREECE.

Ordinarily I would see no mileage in correcting ignorance, but I will make an exception in this case. Fri 28/02/25 BAE were £14, I stated I held 45k. Mon 03/03/25 BAE hit £16.18p intra day. Never have I indicated ROCK will crash. Quite the opposite, my holding also says, Quite the opposite My future dealings will also indicate positivity, but I will always say "HOW I FEEL, WITHOUT FEAR FROM ANYBODY"

I will be delighted if ROCK do as well for me as BAE Systems. £100k in a Day.

CTSFO, A Discussion board has to accept the 2 sides to any discussion or it fails first test. Thank you for your considered response. I hold for the Metlen IPO Details which will be disclosed shortly. Whether anybody likes, disagrees or Whatever, the final payment for Hellenic was a `RIGHTS ISSUE` by another name. ROCK have the cash via the last Placing and that final payment Should have been paid by Cash available. Issuing more shares was frankly, DISHONEST. As each day goes by, Price game seems to follow the same path as, SIRIUS Minerals.

UKRAIN REM ?? There is NO gallium/Germanium/Antimony.. EUROPE have NO Money to speak of, therefore any deal with EU is PROBLAMATIC. IMHO The only deal is Metlen and METLEN shares ipo will be MASSIVELY OVER SUBSCRIBED. GLA. Thanks again CTSFO.

JOLI It is not Helenic who got the 185m shares it was the, "VENDORS OF HELLENIC"

Plus Price got 72m shares per an agreement reached in 2005 and of £50k wonga.

I assume the Vendor, Mr Geeorgious Skevos, is the Greek freeholder of the site in greece, possibly a mining Company.

The truth is, 6th Dec placing gave PRICE adequate money to pay the Debt, Where did that money go ?? Today is a placing, to raise cash to pay Vendors for HELLENIC, What other way would any sane person regard it as ??? PRICE is underhanded & Tricky.

No chance PRICE or anybody else could get a placing away here now. ROSTRA were indeed extremely lucky to get what they did.

I would now doubt anything Price says.

6 Dec Holders funded a placing and retail offer for loadsa wonga

27 Feb another `Virtual placing` of 178m shares to pay Debt.

If David Price wants to give me a good ramming, he must lick my ears at same time.

Lenoman and others, not once have I suggested SELLING ROCK, not once.

What I have done is outlined what is happening in plain sight.

Somebody has been selling, Before and after ROSTRA.

DP has assisted the slide by issuing even more BUTTONS to himself and VENDORS of Hellenic and issued RNS`s like confetti containing ???? joint broker, more expense.

All rather expansive for no reason. Holders are exiting after reading Price Dross, Fundamentals here are HORRENDOUS and Whilst Price may be a good GEOLOGIST, his CEO Skills leave an awful lot to be desired. Plus I do not consider his loyalties to be to Private Investor. AIMHO.

LENOMAN, Still holding like Sirius, sh=t or bu=t

Not so much the Money, it is the deceit. sleight of hand. 23.5m held

I hold many shares elsewhere. BAE 45K my biggest.

Reading through the RNS`s Mr Price always does rather well out of any sales or Purchases. His personal name is on Millions of Shares and nearly all are GIFTS to reward his SKILL, same with Monetary gifts, reward his skill. whilst Holders now have an interest in 4.1Bn shares.

No reward for holders , you understand. ONLY PRICE AND BOARD GET GIFTS.

Sirius Minerals and AUSSIE CEO RINSE & REPEAT.