Rockfire Regulatory News (ROCK)

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR") 

28th January 2019

Rockfire Resources plc

("Rockfire", "ROCK" or the "Company")

Company Update and Placing

Rockfire Resources plc (LON: ROCK), the AIM-quoted copper/gold exploration company focussed on Queensland, Australia, is pleased to provide the following update and details of a conditional placing to fund the advancement and potential expansion of the Company's assets.

Following the appointment of the new CEO, David Price, together with the acquisition of the initial Queensland Projects in October 2017, the Company has completed significant and necessary change over the last 12 months including the departure of A a number of Directors. Board changes have seen the addition of a new Chairman, Gordon Hart and an additional Non-Executive Director, Ian Staunton. The Company's name was also changed in June 2018, from Papua Mining to Rockfire Resources, to reflect the new jurisdictional focus and operating ethos. Compelling exploration assets were added to the portfolio and targeted, aggressive exploration activies were conducted.

Since June 2018, Rockfire has:

· Conducted multiple drilling campaigns at its Marengo and Double Event projects, increasing evidence of significant gold;

· Completed a geophysical appraisal and target delineation on the Company's Copperhead copper project;

· Secured the Kookaburra exploration permit, adding materially to the Company's already significant ground-holding in a renowned gold district that has produced more than 20 million ounces of gold and continues to produce from three operating mines;

· Added ground to ROCK's portfolio that immediately surrounds Newmount's Mt Leyshon Gold Mine;

· Executed an option to acquire another high-potential copper project - Copper Dome;

· Including the current Placing, over the past six months the Company has raised over £900,000 from private retail investors through its broker, First Equity.

Rockfire now has the foundation of key management, highly prospective copper and gold assets and operational resource to enter ROCK's next phase and increase the velocity of its asset growth strategy.

To fund activities going forward, Rockfire has raised gross proceeds of £500,000 through the placing of 58,823,530 new ordinary shares of 0.1p each (the "Placing Shares") at a placing price of 0.85p each ("the Placing") to private investors through its broker, with a 1 for 1 attaching warrant with a 15-month term, exercisable at 1.5p and subject to an accelerated exercise condition should the share price exceed 4.5p per share for ten consecutive trading days ("the Placing Warrants"). The Placing is subject to, inter alia, shareholder approval at a general meeting of the Company.

As part of the Placing, the Company's Chairman has subscribed for 8,823,530 Placing Shares and 8,823,530 Placing Warrants for a total of £75,000. The participation of Gordon Hart, Chairman of the Company, constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. Accordingly, the Independent Directors, having consulted with the Company's nominated adviser, Allenby Capital, consider that the terms of subscription of the Placing Shares by Gordon Hart to be fair and reasonable insofar as Shareholders are concerned.

David Price, Chief Executive Officer of Rockfire, commented:

"The Company underwent significant and necessary change last year and now as 'Rockfire Resources' is positioned to deliver significant asset growth during 2019. In addition to the development of our 100%-owned copper and gold assets in Queensland, there are currently a number of highly appealing deposits potentially becoming available as access to appropriate finance and operational knowledge is limiting other Australian-focused exploration companies in our region."

"Whilst we are opportunistic when a new asset proves compelling, we are commited in our focus on building value in our portfolio through skilled project assessment, commercially-driven geological work, prudent expenditure and appropriate capital raisings. We have a talented team with the practical experience to drive our mining interests forward and I look forward to announcing news of progress across our current projects; Copperhead, Lighthouse, Kookaburra, Marengo, as well as the Copper Dome deposit under assessment for acquisition and any new opportunities as and when secured by our team."

"I would personally like to thank shareholders for their continued support throughout the last year as we transitioned and established the business model and identity of ROCK. We are now ready to increase our momentum as we undertake critical, vigorous and exciting exploration. Thank you to those individuals who participated in this Placing and we look forward to reporting further on our activities over coming weeks and indeed throughout the course of the new year."

Details of Placing

The Company is raising gross proceeds of £500,000 through the placing of 58,823,530 Placing Shares at a price of 0.85 pence per share (the "Placing Price"), based on the market bid price of the ordinary shares in the Company ("Ordinary Shares") as at close of trading on 25 January 2019 (the last trading day prior to this announcement), raising gross proceeds of £500,000 from private retail investors and the Chairman.

Completion of the Placing is conditional upon shareholder approval at a general meeting of shareholders of the Company ("General Meeting") to be held on or around 18 February 2019, and subject to approval being granted, the Placing Shares shall be admitted to trading on AIM on or around 19 February 2019 ("Admission").

The Placing incorporates the issue of warrants to subscribe for 58,823,530 new Ordinary Shares at an exercise price of 1.5 pence per warrant (a 76% premium to the Placing Price) on the basis of 1 Placing Warrant per Placing Share, with an exercise period of 15 months from the date of the General Meeting. Each Placing Warrant is subject to an accelerated exercise condition ("Accelerator") such that should the Company's share price exceed a 10-day volume weighted average price of 4.5p during the warrant term, the Company has the right, but not the obligation, to serve notice on the Placing Warrant holders to exercise their Placing Warrants, with 14 calendar days exercise and a further 14 days to make payment. Should the Company serve notice, any Placing Warrants unexercised within the 14 day time period allowed would be cancelled.

Total Voting Rights

On Admission, it is expected that the Company will have 421,720,617 ordinary shares of 0.1p each in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares and voting rights is expected to be 421,720,617.

The above figure of 421,720,617 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.

This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

For further information on the Company, please visit www.rockfireresources.com or contact the following: