Red Rock Resources Regulatory News (RRR)

Red Rock Resources Plc

("Red Rock" or the "Company")

Fund-Raising

15 December 2022

Red Rock Resources plc, the natural resource development company focused on gold, with developing interests in copper, cobalt and other minerals, announces it has entered into a funding agreement (the "Agreement") with Diversified Metals Holdings, LLC (the "Subscriber"), a U.S.-based institutional investor.

The Company will initially raise US$500,000 by way of a subscription by the Subscriber for new ordinary shares of £0.0001 each in the Company ("Shares") to an ascribed value of US$548,000. Following this initial subscription, the Subscriber may make an additional advance of US$1,000,000 by way of a further subscription for Shares to an ascribed value of US$1,098,000, within the next 18 months. Further information regarding the Agreement is set out below.

The proceeds from the initial subscription will be used by Red Rock to fund ongoing exploration and to meet working capital requirements.

Red Rock Chairman Andrew Bell comments: "We are pleased to have secured this financing leading into 2023, especially given the headwinds facing natural resource exploration companies generally at present. In addition to the initial subscription, the Agreement puts in place a mechanism for future funding of the Company at market-related prices, so that although the Agreement does not obligate the Subscriber to make further subscriptions beyond the initial subscription, the Subscriber is incentivised to fund additional amounts under the Agreement, and once an investment decision is made, the Agreement facilitates that process.

As previously reported, the Company is at an important juncture, as it awaits the signing of the arbitral award in the Democratic Republic of Congo, where it seeks from the buyer of certain assets partially owned by the Company, $7.5m of the consideration due to be paid. The Company separately seeks the enforcement of its existing judgment for $2.5m against its former partner in respect of that portion of consideration already paid.

While we continue to have confidence that we will receive an award, the timing and payments cannot be assured and therefore, by securing this funding, we have taken steps to meet our immediate exploration and working capital needs."

Transaction Details

Each subscription under the Agreement will be made by way of the subscriber prepaying for Shares to be issued at the subscriber's request, in one or several tranches, within twenty-four months of the date of the placing (the "Subscription Shares"), at the Subscription Price, but subject to the Floor Price, as set out below.

The Subscription Price of the Subscription Shares will initially be equal to £0.007 per Share, representing a premium of approximately 79% to the closing price of the Company's Shares of £0.0039 on 13th December 2022. Subject to the Floor Price described below, the Subscription Price will reset after the initial month to the average of the five daily volume-weighted average prices selected by the subscriber during a twenty -day period immediately prior to the date of the subscriber's notice to issue Subscription Shares, less an 8% discount, rounded down to the nearest tenth of a pence if the share price is at or below 20 pence, half a pence if the share price is at above 20 pence and at or below 50 pence, or a whole pence if the share price is above 50 pence. 

The Subscriber will be entitled to a 10% (rather than 8%) discount to the above-mentioned formula for Subscription Shares if the Subscription Shares are issued after the first anniversary of the initial placing.

The Company will receive an additional benefit in a rising market in that, if an issuance of shares to the subscriber would result in the effective discount to the average of the five-day market prices of the Company's shares being in excess of 25%, the Subscription Price will be increased by half of such excess.

For the benefit of the Company, the Subscription Price will not be the subject of a price cap but, and further, will be the subject of the Floor Price of £0.002 per Share. If the Subscription Price formula results in a price that is less than the Floor Price, the Company may elect not to issue shares and instead opt to repay the applicable subscription amount in cash, with a 9% premium, subject to the subscriber's right to receive Subscription Shares at the Floor Price in lieu of such cash repayment.

The Company will also have the right (but no obligation) to forego issuing shares in relation to the Subscriber's request for issuance and instead opt to repay the applicable subscription amount by making a payment to the Subscriber equal to the market value of the shares that would have otherwise been issued.

The Subscriber has agreed to certain, substantial, limitations on its ability to dispose of the Shares it receives. The subscriber is also contractually precluded from shorting the Company's Shares.

Concurrent with the Subscription, the Company will issue 28,000,000 of the Subscription Shares (the "Initial Subscription Shares") to the subscriber at par value, reducing the amount to be ultimately issued under the Agreement. In lieu of applying these shares towards the aggregate number of subscription shares to be issued, the Subscriber may make an additional cash payment to the Company.

The Company will issue to the Subscriber 17,000,000 Shares (the "Fee Shares") (being the equivalent of £66,300 at the latest closing price on AIM) in satisfaction of a fee.

Admission to Trading on AIM and Total Voting Rights

Application will be made to the London Stock Exchange for any ordinary shares issued and allotted in relation to the Agreement to be admitted to trading on AIM. Such ordinary shares will only be issued to the extent that the Company has corporate authority to do so.

The Company has applied for admission of the Initial Subscription Shares and the Fee Shares to trading on the AIM, and this is expected to become effective on or about 19 December 2022. On admission, these shares will rank pari passu with all existing ordinary shares in the Company.

As at today's date, the Company will have 1,341,147,223 Shares in issue with each Share carrying the right to one vote. There are no Shares currently held in treasury. The total number of voting rights in the Company is therefore 1,341,147,223 and this figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

For further information, please contact:

Andrew Bell 0207 747 9990 Chairman Red Rock Resources Plc

Roland Cornish/ Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited

Jason Robertson 0207 374 2212 Broker First Equity Limited

Thomas Smith 0207 392 1568 Joint Broker OvalX