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Rockfire Resources - Notice of GM and Shareholder Circular

RNS Number : 7325O
Rockfire Resources PLC
31 January 2019

31 January 2019

Rockfire Resources plc

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

Notice of General Meeting and Shareholder Circular

Further to its announcement on 28 January 2019, Rockfire Resources plc (LON: ROCK), the AIM-quoted copper/gold exploration company focussed on Queensland, Australia, announces that it will hold a general meeting of the Company (the "General Meeting") at 10.30 a.m. on 18 February 2019, at the offices of Druces LLP, Salisbury House, London Wall, London EC2M 5PS.


The Company has today posted to its shareholders a circular (the "Circular") containing a notice convening the General Meeting. The Circular will be available on the Company's website later today at www.rockfireresources.com. Extracts from the Circular are set out below.


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


Rockfire Resources plc

David Price, Chief Executive Officer


[email protected]


Allenby Capital Limited (Nominated Adviser)

John Depasquale/Nick Athanas/Asha Chotai


Tel: +44 (0) 20 3328 5656


First Equity Limited (Broker)

Tel: +44 (0)20 7374 2212

Jason Robertson



The following has been extracted without amendment from, and should be read in conjunction with, the Circular to Shareholders dated 31 January 2019, which will be available shortly from the Company's website: www.rockfireresources.com.



Dear Shareholders


I refer to the announcement of 28 January 2019 when it was confirmed that the Company had raised gross proceeds of £500,000 through a conditional placing of 58,823,530 new ordinary shares of 0.1p each at a placing price of 0.85 pence per share (the "Placing Shares"), together with one attaching warrant to each Placing Share at an exercise price of 1.5 pence per warrant (the "Placing Warrants") (together, the "Placing"). There are acceleration provisions in relation to the Placing Warrants in the event that the share price increases substantially.


The Placing is conditional on the Company's shareholders granting the directors authority to issue and allot the Placing Shares and Placing Warrants, and to dis-apply pre-emption rights in relation to these issues. Accordingly, a general meeting of the Company is being held at 10:30 a.m. on Monday 18 February 2019 at the offices of Druces LLP, Salisbury House, London Wall, EC2M 5PS to seek shareholders' approval to grant the appropriate authority to issue and allot 119,147,060 new ordinary shares, comprising 58,823,530 Placing Shares, 58,823,530 Placing Warrants, and 1,500,000 warrants to be issued to First Equity Limited, the Company's broker, under an existing contractual agreement. As part of the Placing, I, Gordon Hart, Chairman of the Company, have conditionally subscribed for 8,823,530 Placing Shares, and 8,823,530 placing warrants, for a total of £75,000 (at the placing price of 0.85p per Placing Share). 


I attach as an explanatory statement detailing the proposed use of funds from the Placing. In addition, your directors seek to obtain further authority to issue and allot up to an additional 150,000,000 new ordinary shares, (equivalent to approximately 40 per cent. of the Company's current issued share capital) as contained in resolutions 3 and 4. If this authority is granted, it will provide the directors with the necessary flexibility to exercise options to acquire assets promptly, should the occasion arise and raise further funds if appropriate for such a purpose.


Resolutions 1 and 3 will be proposed as ordinary resolutions and require a majority of more than 50 per cent. of the shareholders voting in person or by proxy to vote in favour to be passed. Resolutions 2 and 4 will be proposed as special resolutions and require not less than 75 per cent. of the shareholders voting in person or by proxy to vote in favour to be passed.


All authorities in respect of the issue and allotment of new ordinary shares contained in the Notice of General Meeting are in substitution for any unexercised authorities previously granted to the directors. Any authorities granted at the General Meeting will lapse at the Company's next annual general meeting when the directors will seek a new authority.


The Directors consider that the Placing is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the GM, as they intend to do in respect of their own beneficial holdings amounting in aggregate to 13,600,000 Ordinary Shares (representing approximately 3.64 per cent. of the Company's current issued share capital).


Yours sincerely








Rockfire Resources plc has accumulated a portfolio of prospective exploration licences in North Queensland, Australia. The total area held under licence by Rockfire is now 901 sq. km, with an additional 73.76 sq. km potentially available if an option to purchase the Copper Dome project is exercised.


The gold projects at Lighthouse, Kookaburra, Monarch and New Leyshon are all within 50km of active gold processing plants and our copper projects at Marengo, Copperhead and Copper Dome all lie within 250km by road from Australia's largest copper smelter, south of Townsville.


The Company has a determined strategy to identify, acquire, explore and develop gold and copper resources in proximity to existing and active processing infrastructure. The funds being raised in this Placing will be used to explore and advance projects owned by Rockfire in Queensland.



On 26 November 2018, Rockfire announced that it had entered into an option to purchase the Copper Dome porphyry copper project in Queensland. The directors believe that this project is an excellent fit for the Rockfire portfolio and is situated only 50km from the Copperhead project.


Under its historical name of "Mt Leslie", Copper Dome is listed in the "Global Mineral Resource Assessment", published in 2010 by the US Geological Survey and, in the event the option is exercised, would potentially add material value to Rockfire's porphyry copper portfolio.


The surface expression of copper mineralisation at Copper Dome is over 2km long and 1km wide and the prospect is vastly under-explored. In 1972, Australian Selection Pty. Ltd. ("ASP") drilled three percussion drill holes and six diamond drill holes, totalling 1,297 metres. Previous diamond drilling intersected 15m @ 0.9 % Cu (including 4.6m @ 2.3 % Cu), 12m @ 0.6 % Cu (including 3m @ 1.2 % Cu), and 24m @ 0.3 % Cu (including 7m @ 0.4% Cu). Diamond hole QML004 also intersected 51.20m @ 0.20 g/t gold. All the drill holes intersected geological/alteration features which the directors of Rockfire believe could be indicative of a large-scale porphyry deposit.


Many intervals of visible copper mineralisation in the core and chips remain un-assayed for copper and gold and only sporadic gold analysis has been done, with gold peaking at 1.86 g/t Au in drilling. All previous drilling is vertical, which, the directors believe, provides opportunity that mineralisation hosted within vertical to sub-vertical fracture/vein networks may have been missed by previous explorers. Copper mineralisation outcrops at surface, providing low-cost, near-surface exploration, resulting in lower anticipated exploration costs.


At Copper Dome, funds raised in the Placing will be used for;

·     Geological, alteration and structural mapping

·     Geophysical surveys (including gradient array induced polarisation and ground magnetics)

·     Soil sampling

·     Rock sampling

·     Geological and mineralisation modelling

·     Reverse circulation drilling.



To date, Rockfire has drilled eleven (11) holes at the Plateau Gold prospect, with results including 22m @ 1.86g/t Au + 22g/t Ag (including 12m @ 2.45g/t Au), 10m @ 1.37g/t Au + 12.4g/t Ag (including 2m @ 4.43g/t Au), 18m @ 1.0g/t Au + 10.5g/t Ag, 10m @ 1.9g/t Au and 9g/t Ag (including 4m @ 3.65g/t Au) and 20m @ 0.50g/t Au (including 9m @ 0.9g/t Au). In addition to this, significant base metal and associated mineralisation was encountered in this drilling including 16m @ 1.1% Zn, 40m @ 3g/t Ag, 43m @ 4g/t Ag, 24m @ 0.5% Zn, 43m @ 2g/t Ag and 20m @ 0.2% Cu from surface.


At the Double Event gold prospect, drilling by Battle Mountain Gold Company intersected 2m @ 13.2g/t Au, 2m @ 4.1g/t Au, 1m @ 3.3g/t Au, 2m @ 2.7g/t Au and 1m @ 3.9g/t Au. Subsequent exploration by Rockfire in 2018 to infill the drilling density resulted in an enhancement of the gold lode after drilling intersected 3m @ 2.1g/t Au, 2m @ 4.0g/t Au, 1m @ 4.8g/t Au and 1m @ 6.0g/t Au. Each of these intersections lies within 25m from the surface.


Battle Mountain also drilled a second section of the 4.5km strike at Double Event, with poor results including 2m @ 0.36g/t Au, 6m @ 0.1g/t Au, 1m @ 0.6g/t Au and a single stand-out intersection of 2m @ 4.65g/t Au. Geological and structural mapping by Rockfire in 2018, along with high-resolution photogrammetry and ground magnetics led the Rockfire geologists to believe the holes drilled by Battle Mountain had been drilled too far to the south and had missed the gold mineralisation. After repositioning the drilling rig further to the north, subsequent drilling by Rockfire intersected 3m @ 10.04g/t Au, 1m @ 5.09g/t Au, 2m @ 3.17g/t Au and 3m @ 2.94g/t Au. These results prove that careful geological observations and tenacity by our geologists are essential in finding gold deposits.


At Lighthouse, funds raised in this placement will be used for;

·     Geological and structural mapping

·     Geophysical surveys (including gradient array induced polarisation and magnetics)

·     Soil sampling (the first round of which has been completed in January 2019)

·     Reverse circulation drilling.



As announced on 2 July 2018, Copperhead is an under-explored copper deposit in Queensland with the potential to become a large-scale porphyry copper project.


Five (5) diamond drill holes have been drilled at Copperhead by previous explorers, with all five holes encountering visible chalcopyrite and pyrite throughout each hole. Two of these holes are 300m deep, indicating a potentially large mineralised system.


Under its historical name of "Julivon Creek", Copperhead is included in the Global Mineral Resource Assessment by the United States Geological Society (USGS) in its "Porphyry Copper Assessment of Eastern Australia" technical paper dated 2014. Copper mineralisation remains open in all directions.


Auger sampling at Copperhead has delineated a 3km x 2km copper anomaly. This zone contains a 2,800m x 800m core, high-grade anomaly, which has a peak result of 0.22% Cu. Subsequent drilling was focussed at the western section of the auger anomaly. Copperhead was discovered in January 1970, when Cyclone Ada caused severe flooding in the region and the heavy rains washed out dense undergrowth from the tributaries of the Andromache River.

Subsequent work showed that Julivon Creek (the stream draining Copperhead) had a large number of mineralised (chalcopyrite, pyrite, molybdenum) shears for at least half its length. In 1972, Carpentaria Exploration drilled 5 drill holes, with each hole intersecting visible copper minerals.


At Copperhead, funds raised in this placement will be used for;

·     Geological and structural mapping

·     Geophysical surveys (including gradient array induced polarisation and ground magnetics)

·     Soil sampling (the first round of which has been completed in January 2019)



The Kookaburra tenement borders the Company's Lighthouse project and comprises five separate areas, including Kookaburra, Native Bee, the Brigalow alluvial goldfield immediately north of the Lower Lighthouse prospect and the western strike extension of the Double Event prospect.


More than a dozen historical workings prospective for gold and copper have occur inside the tenement including at, Upper Lighthouse, Lower Lighthouse (northern lode), Spur, Cameron, Cornishman, Crowes, Native Bee, Kookaburra, Hill 308, Buckles North, the Brigalow alluvial goldfield, Bluff East, Brook, Coolan South, Coolan North prospects, along with an additional 22 un-named, historical gold workings.


The Kookaburra prospect has been drilled by previous explorers and robust, high-grade intercepts of gold have been encountered including 12m @ 2.72g/t Au and 3m @ 5.13 g/t Au close to surface.


At the Native Bee prospect, outstanding past drilling results provides Rockfire with potential to delineate a large gold inventory, adding to the excellent potential offered by the nearby Plateau and Double Event prospects (6 miles and 18 miles respectively), both within the adjacent "Lighthouse" licence. Drilling in 1990 returned intercepts of 8 m @ 2.18 g/t Au (including 3m @ 5.13 g/t Au) from 26m vertical depth and 16 m @ 2.14 g/t Au from 35m vertical depth.


The directors consider that exploration potential at Native Bee is very high. The Company is targeting a medium- to large-scale, near surface gold resource. High-temperature fluid pathways have already been identified by Rockfire's technical team.


At Kookaburra, funds raised in this placement will be used for;

·     Geological and structural mapping at Native Bee

·     Geophysical surveys (including gradient array induced polarisation and ground magnetics)



This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

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