Red Rock Resources Regulatory News (RRR)

28 March 2024

Red Rock Resources plc

Unaudited half-yearly results for the six months ended  

31 December 2023

Red Rock Resources plc ("Red Rock" or "the Company"), the natural resources exploration and development company with interests in gold, copper, cobalt, lithium and other energy assets, announces its half-yearly results for the six months ended 31 December 2023.

Chairman's Statement

We have pleasure in presenting our financial results for the six months to 31st December 2023. The figures are not materially changed from the previous year. The Company has continued to await positive developments in the DRC and in the listing of Elephant Oil. Both these developments, which would crystallise value and bring new cash to the balance sheet, have been slower than expected to eventualise.

The Company has therefore started to rethink, within and after the period, its strategies for its gold assets in West Africa, its lithium capabilities in Zimbabwe, and its further gold assets through its Australian subsidiary Red Rock Australasia Pty Ltd, a company held through 50.1% controlled New Ballarat Gold Corporation PLC. The object in each case has been to develop early cash flow.

DRC Legal Action

We continue to devote time to dealing with one important matter. To repeat what we wrote last year, in December 2019 our 50.1% owned joint venture assets in the Democratic Republic of Congo were signed away behind our backs for $20 million to an initial buyer and then immediately sold on for several hundred million dollars to a further party, although these transactions were carefully hidden from us at the time. In our efforts to restore every dollar of this lost value to the Company, we first took advice from UK counsel as to our course of action, and then litigated in the DRC in relation to the $20m. We obtained a final and executory judgment early in 2022 for 50.1% of $5m, which was the part of the $20m that had already been paid to VUP (our historic partner on the asset) by the initial buyer, and then went to arbitration on the $15m balance which had not yet been paid out by the initial buyer. We were awarded a further $2m costs and damages in relation to the initial action on the $5m. We had not been able up to now to enforce the first $2.5m judgment against third parties that might hold VUP funds. Our ability to do so, in relation to both the $2.5m and the $2m awards, depends inter alia on VUP being in funds.

The arbitration in relation to the $15m, of which we again claim 50.1%, finished its hearings in July 2022 and awaits formal signature of the Minutes and Acte Transactionnel. The payor in this case holds funds and has committed, through its legal counsel at the arbitration, to pay the funds, retained pending the results of litigation, in accordance with the arbitral judgment. We expect the award, of which we have seen drafts, to be in favour of two parties, Red Rock and VUP. All amounts stated here are gross, before legal, court and administrative costs.

As a result of the undertakings given by the buyer, a parastatal company, in the course of the arbitration process, our expectation is that payments will be made promptly. In the case of delay, we would need to accelerate alternative funding measures, whether by fund-raising or a sale of non-core assets, to strengthen our balance sheet and to meet our ongoing working capital requirements.

Given that we have established our rights as 50.1% owners of the JV property under Congolese law, we are turning our attention to those remedies available to us in other jurisdictions or from other parties, and in connection with this will be seeking further advice from counsel.

Other Assets

Gold has been outperforming other assets, except the US dollar, for some time, and we expect that in time it would start to perform against the US dollar as well. As such, we have taken measures to strengthen our gold portfolio. Since the period end we have announced a conditional agreement allowing us to buy the 49.9% of New Ballarat Gold Corporation PLC ("NBGC") which we do not already own, and we are currently conducting due diligence to ensure that these assets would support a post-acquisition rapid development strategy, following which we intend to put to shareholders the issue of the initial consideration shares. In parallel, we are engaged in discussions with potential investors in these assets, either at the pre-IPO stage or immediately, in part or in whole.

NBGC's large acreage position in Victoria contains two near surface historic high-grade mines, and a number of other prospects. These are attractive assets that offer a real prospect of development of at least one good grade mine on a reasonable timeframe. We will report further on this as our due diligence process proceeds.

In West Africa, we have in the last year seen two licences granted in Ivory Coast, in mineralized belts near the capital and covering ground adjacent to important gold mines. We have further high-quality applications, two in the same vicinity, that are near grant but under new policies expect that grant of these will ultimately depend on good progress at the existing licences. A total of 7 applications have been made, but it is likely that a 4 licence policy will be imposed now, and so in relation to these and other assets, we need to discuss partnership and sale proposals, in order to maximise the value of our portfolio. We have had initial discussions with a number of parties, and exposed the projects at the PDAC mining conference in Toronto, from which we have some new interest expressed. We will make announcements as negotiations develop as appropriate.

In Burkina Faso, we are starting to implement a policy for alluvial gold production initially. Some illegal operators had come onto the site and started to excavate pits, and we have had them removed, but we should not lose time in establishing our own, legal, operations. Hard rock potential also exists: our drilling in Burkina Faso had strong intercepts including 20m at 3.19 g/t gold from 22m depth.

In Kenya, we are in the process of licence renewal on our gold project, which already contain a Mineral Resource Estimate.

Besides gold, we have started lithium operations in Zimbabwe which has absorbed the greater part of our project development expenditure in the period. We have yet to conclude sales, as we believe we will gain more by holding our current stockpile in Beira and Harare as prices recover post the Chinese New Year, and only then will we recommence active operations and export.

Elephant Oil Corporation (EOC) has interests onshore Namibia and onshore Benin on the Nigerian border. The listing has been delayed beyond our expectations, but what we now hope for is some increase in Elephant's breadth of operation and financial strength, before an IPO, to create a larger entity post-listing. This appears a sensible strategy but means that our hopes for a near-term IPO are deferred. We note that we have no control over EOC or the timing of its listing process.

Conclusion

The Company expects to continue to rationalize and dispose of parts of its portfolio in order to focus on cash generation. In the absence of proceeds from the DRC, a focus on early gold production and other immediate cash flow operations will continue, and as we will assess which of our projects are capable of short term exploitation and should be prioritized, and which can only be medium or long term projects, we will seek partnership or sale opportunities for non-core assets..

We are grateful for the continued support of our shareholders and lenders.

Andrew Bell

Chairman

27 March 2024

Consolidated statement of financial position as at 31 December 2023

The accompanying notes form an integral part of these financial statements.

Consolidated statement of income

for the period ended 31 December 2023

The accompanying notes form an integral part of these financial statements.

Consolidated statement of comprehensive income  

for the period ended 31 December 2023

The accompanying notes form an integral part of these financial statements.

Consolidated statement of changes in equity for the period ended 31 December 2023

The movements in equity during the period were as follows:

Consolidated statement of cash flows

for the period ended 31 December 2023

Half-yearly report notes

for the period ended 31 December 2023

As at 31 December 2023, 30 June 2023 and 31 December 2022 the Company had one or more operating subsidiaries and has therefore prepared full and interim consolidated financial statements respectively.

The Company will report again for the year ending 30 June 2024.

The financial information contained in this half yearly report does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. The financial information for the year ended 30 June 2023 has been extracted from the statutory accounts for the Group for that year. Statutory accounts for the year ended 30 June 2023, upon which the auditors gave an unqualified audit report which did not contain a statement under Section 498(2) or (3) of the Companies Act 2006, have been filed with the Registrar of Companies.

4 Administrative expenses

Included in the above admin costs for the year are £168,000 (2022: £230,000) in costs related to the administration of subsidiary project undertakings.

5 Project development expenses

Project development expenses include costs incurred during the assessment and due diligence phases of a project, when material uncertainties exist regarding whether the project meets the Company's investment and development criteria and whether as a result the project will be advanced further.

6 Finance income/(expenses), net

Reconciliation of Liabilities Arising from Financing Activities

Repayments of borrowings in the year include £21,956 paid against non-current borrowings from Kansai not included in the above table of current borrowings.

13 Subsequent Events

On 24 January 2024 the Group announced the award of a second exploration license in Côte d'Ivoire covering 380.94 sq Km, predominantly in the Yamoussoukro department.

On 12 February 2024 the Group announced the conversion of £134,820 of convertible loan notes into 211,482,353 ordinary shares in the Company at a price of £0.0006375.

On 13 March 2024 the Group announced the conditional agreement for the acquisition of the remaining 49.9% interest in Red Rock Australasia Pty Ltd currently held by Power Metals Resources plc. The conditional agreement envisages the aggregate consideration payable for the acquisition of £1.5m in fixed and contingent payments, comprising a combination of cash, shares and convertible loan notes to be issued on completion of various transactional milestones.

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

Bob Roberts 0203 8696081 Broker Clear Capital Corporate Broking

This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU, which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310) and is disclosed in accordance with the Company's obligations under Article 17.

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.