RGM.L Regulatory News (RGM)

11 Nov 2008 07:00

RED ROCK RESOURCES PLC

Issue of Equity

Dated: 11 November 2008

Red Rock Resources plc ("Red Rock" or the "Company") the mining exploration and mineral investment company with interests in iron ore and manganese in Australia and Zambia, and uranium investments in Africa and Australia, has issued 116,000,000 new ordinary shares of 0.1p each in the capital of the Company (the "Shares") at 0.5p per Share, to raise £580,000 before expenses, conditional on the Shares being admitted to trading on AIM.

Wills & Co Stockbrokers Ltd have agreed to subscribe for 30,200,000 Shares at 0.5p per Share. Following the subscription, Wills & Co Stockbrokers Ltd will be interested in 30,200,000 Shares, amounting to approximately 6.7% of the issued share capital of the Company as enlarged by the placing.

Equity Resources plc, a company of which John Watkins is a director, plc has agreed to subscribe for 43,800,000 Shares at 0.5p per Share. Following the subscription, Equity Resources plc will be interested 43,800,000 Shares, amounting to approximately 9.7% of the issued share capital of the Company as enlarged by the placing.

Regency Mines plc, a company of which Mr. Andrew Bell and Mr. John Watkins and Mr. Ken Watson are directors, currently is interested in 127,350,000 ordinary shares representing approximately 37.7% of the Company's current issued share capital and is therefore a related party. Regency Mines plc has agreed to subscribe for 30,000,000 Shares at 0.5p per Share. Following the subscription, Regency Mines plc will be interested in 157,350,000 Shares, amounting to approximately 34.7% of the issued share capital of the Company as enlarged by the placing.

Starvest plc, a company of which John Watkins is a director, has agreed to subscribe for 2,400,000 Shares at 0.5p per Share and will be interested in 8,650,000 ordinary shares amounting to approximately 1.9% of the issued share capital of the Company as enlarged by the placing.

Mr. John Watkins, a director of the Company, has agreed to subscribe for 1,000,000 Shares at 0.5p per Share. Following the subscription, he will be beneficially interested in 1,500,000 ordinary shares representing approximately 0.33% of the issued share capital of the Company as enlarged by the placing. John Watkins is also a director of, but does not control, each of Regency Mines plc, Equity Resources plc and Starvest plc who will following the completion of the placing be interested in, in aggregate 209,800,000 ordinary shares, of the Company amounting to approximately 46.3% of the issued share capital of the Company as enlarged by the placing.

The issue was underwritten for a fee of 37,000,000 warrants, each warrant giving the right to subscribe for one ordinary shares of 0.1p in the Company up to 1 November 2012 at a price of 0.75p per ordinary share. Regency Mines plc will receive 10,000,000 warrants, with the balance being issued to Bruce Rowan, a substantial shareholder in Starvest plc. The issue of the warrants is subject to shareholder approval at the forthcoming Annual General Meeting of the Company. Further the warrants will only be exercised to the extent that exercise does not trigger an obligation to make a mandatory offer under Rule 9 of The Code.

The independent directors, being those directors other than Messrs. Bell, Watkins and Watson, having consulted with Blomfield Corporate Finance Limited., consider the terms of the placing with and the grant of the warrants to Regency Mines plc to be fair and reasonable insofar as the shareholders of Red Rock are concerned and in the best interest of shareholders of Red Rock as a whole. In providing advice to the Board, BCF Corporate Finance Limited has taken into consideration the independent directors' commercial assessment of the placing and the warrants.

Following the issue of these Shares the Company's total issued share capital will be 453,480,832 ordinary shares of 0.1p. Application has been made made to the London Stock Exchange for the Shares, which rank pari passu with the Company's existing issued ordinary shares, to be admitted to trading on AIM. Dealings are expected to commence at 8.00 a.m. on 14 November 2008.

Enquiries:

Updates on the Company's activities are regularly posted on its website, www.rrrplc.com.