Proposed Subscription to raise c. £2.15 million

Rockfire Resources PLC

10 August 2026

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

10 August 2026

Rockfire Resources plc

("Rockfire" or the "Company" or the "Group")

Proposed subscription to raise approximately £2.15 million

Rockfire Resources plc (LON: ROCK), the base metal, precious metal, and critical mineral exploration company, is pleased to announce that it has conditionally raised approximately £2.15 million (before expenses) by way of a subscription (the "Subscription" or the "Fundraise") of a total of 1,954,545,446 new ordinary shares of 0.1 pence each in the Company (the "Subscription Shares") at a price of 0.11 pence per new Ordinary Share (the "Issue Price"). This Subscription was arranged by Temeraire Partners.

Highlights

·    Equity raise of approximately £2.15 million at 0.11 pence per new Ordinary Share.

·    The net proceeds from the Subscription are intended to be used by the Company for:

o  an application for a permit to reopen and rehabilitate the underground mine;

o  to continue pre-feasibility work, including comminution (crushing & grinding) and ore sorting tests;

o  continuation of drilling at the Molaoi project; and

o  for general working capital purposes.

·    The Issue Price represents a discount of approximately 18 per cent. to the closing bid price of 0.135 pence per ordinary shares of 0.1 pence each in the Company (an "Ordinary Share") on 7 August 2026.

·    The Subscription Shares are to be issued pursuant to the Company's existing authorities granted at the annual general meeting of the Company on 29 June 2026 (the "2026 AGM").

Background to the Fundraise

The Company is actively drilling infill holes to increase confidence in the Inferred JORC Resource towards an Indicated JORC Category. Rockfire has commissioned the construction and delivery of its own new drilling rig as part of a two-pronged strategy to increase overall project development efficiency. Once this new rig arrives on site, it will be prioritised on continuation of the in-fill drilling and the contractor's rig will be moved onto drilling holes north of the main deposit, with the aim of  expanding the existing mineral resource.

In addition to zinc, silver and lead, Molaoi also contains one of the world's geologically rare critical metals, germanium.  The current drilling program is also expected to deliver a Maiden Inferred JORC Resource for germanium. Should this be achieved, the Molaoi Project will host one of only two quoted germanium resources globally, the other being McMillan Pass in the USA, which has an average Inferred Resource grading 8.1g/t Ge. Although there are many zinc deposits in the world, only a handful have germanium as a by-product and Rockfire is fully conscious of the potential financial enrichment that germanium contributes to the Molaoi Project.

Use of Proceeds

The Directors intend for the net proceeds of the Subscription to be used, in conjunction with Rockfire's existing available cash resources, to submit an application for a permit to reopen and rehabilitate the underground mine, continue pre-feasibility work including comminution (crushing & grinding) and ore sorting tests, continuation of drilling at the Molaoi project and for general working capital purposes.

Details of the Subscription

The Subscription comprises the issue of 1,954,545,446  new Ordinary Shares (the "Subscription Shares") at the Issue Price to conditionally raise approximately £2.15 million before expenses for the Company. The Subscription Shares will be issued on a non-pre-emptive basis utilising the authorities granted to the Board at the 2026 AGM.

When issued, the Subscription Shares will represent approximately 18.3 per cent of the enlarged share capital of the Company and will rank pari passu with the existing Ordinary Shares. The Issue Price represents a discount of approximately 18 per cent. to the closing mid-market price of 0.135 pence of an Ordinary Share on 7 August 2026, being the latest practicable date prior to the publication of this announcement.

Admission to AIM

An application will be made to London Stock Exchange plc ("London Stock Exchange") for the Subscription Shares to be admitted to trading on AIM, a market operated by the London Stock Exchange. Admission is expected to become effective, and dealings in the Subscription Shares will commence on AIM, at 8.00 a.m. on or around 24 August 2026 ("Admission").

Total Voting Rights

On Admission, the Company will have 10,705,929,807  ordinary shares of 0.1 pence each in issue, each with one voting right. There are no shares held in treasury. Therefore, upon Admission, the Company's total number of ordinary shares in issue and voting rights will be 10,705,929,807 and this figure 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.

Broker warrants

Temeraire Partners, as the broker arranging the Subscription, will receive warrants equal to 4% of the Subscription Shares (the "Broker Warrants"), with each warrant entitling the holder to acquire one new Ordinary Share at a price of 0.11 pence (the "Exercise Price") at any time in the 36-month period starting on the day of Admission of the Subscription Shares. Therefore, a total of 78,181,818 Broker Warrants will be issued to subscribe for 78,181,818 new Ordinary Shares. If all the Warrants are exercised in full, Rockfire will receive gross proceeds of a further approximately £86,000.

The Broker Warrants are not secured and are non-transferable by Temeraire Partners without the prior consent of the Company. The Broker Warrants will be in certificated form and none of the Broker Warrants will be admitted to trading on the AIM or any other stock exchange. The issue of the Broker Warrants utilises existing share authorities available to the Directors to issue shares for cash on a non-pre-emptive basis, as approved at the 2026 AGM.

David Price, Chief Executive of Rockfire, said:

"The Molaoi Project is advancing on multiple fronts.

·    Infill drilling is leading the activity charge at present, with extension drilling due to start within the next few months in parallel with the infill drilling.

·    The Ecological Study is complete and undergoing final appraisal prior to submission.

·    Water inflow and outflow from the project continues to be monitored as part of the input to a planned feasibility study.

·    Comminution tests to study crushing characteristics of the ore have now been commissioned

·    An application is being prepared for reopening of the existing underground mine.

·    Bond and Ball Mill indices have been commissioned to determine the most appropriate method of grinding

·    Quotes are being obtained for ore sorting tests to determine if a grade increase can be achieved prior to processing.

"These funds will be put towards all these activities underway. The Company is striving hard to develop the project and we wish to thank our new and existing shareholders who participated in this Subscription for making all this work possible."

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

Rockfire Resources plc	E-mail: [e-mail]
David Price, Chief Executive Officer
Allenby Capital Limited (Nominated Adviser & Broker):	Tel: [phone]
John Depasquale / Ashur Joseph (Corporate Finance)
Matt Butlin / Kelly Gardiner (Sales and Corporate Broking)
CMC Markets UK Plc (Joint Broker)	Tel: [phone]
Douglas Crippen
Oak Securities (Joint Broker)	Tel: [phone]
Jerry Keen / Robert Bell

Notes to Editors

Rockfire Resources plc (LON: ROCK) is a gold, base metal and critical mineral exploration company, with a high-grade zinc/lead/silver/germanium deposit in Greece and a portfolio of gold/copper/silver projects in Queensland Australia.

·    The Molaoi deposit in Greece has a JORC Inferred Mineral Resource of 15.0 million tonnes @ 7.26% Zn, 1.75% Pb and 39.50g/t Ag, for 1.5 million tonnes of ZnEq. metal. This resource uses a 4% low-grade cut, and equates to 1.09 million tonnes of zinc, 260,000 tonnes of lead and 19.1 million ounces of silver. Molaoi is also reported under the UNFC Code with classification E2, F2.1, G3 for Zn, Ag, and Pb, and E3.2, F3.1, G4.1 for Ge.

·    The Plateau deposit in Queensland has a JORC Inferred Resource of 131,000 ounces of gold and 800,000 ounces of silver, using a 0.5g/t Au cut off. 53,000 of these ounces lie within the top 100m from surface. Plateau is subject to a farm-in by ASX-listed Sunshine Metals Ltd (ASX:SHN).

·    The Marengo prospect in Queensland hosts high-grade gold, silver and copper within an historic goldfield, which is entirely under licence by Rockfire. Marengo is subject to a farm-in by ASX-listed Eastern Resources Ltd (ASX:EFE).

Qualified Person Statement

The technical information in this announcement is based on information compiled by Mr David Price, the Chief Executive Officer of Rockfire Resources plc, who is a Fellow of the Australasian Institute of Mining and Metallurgy (F.AusIMM). Mr Price has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which has been undertaken to qualify as a "Qualified Person" in accordance with the AIM Rules Guidance Note for Mining and Oil & Gas Companies. Mr Price consents to the inclusion in the announcement of the matters based on their information in the form and context in which it appears.

IMPORTANT NOTICES

Forward Looking Statements

This announcement contains forward-looking statements which are based on the beliefs, expectations and assumptions of the Directors and other members of senior management about the Group's businesses. All statements other than statements of historical fact included in this announcement may be forward-looking statements. Generally, words such as "will", "may", "should", "could", "estimates", "continue", "believes", "expects", "aims", "targets", "projects", "intends", "anticipates", "plans", "prepares", "seeks" or, in each case, their negative or other variations or similar or comparable expressions identify forward-looking statements.

These forward-looking statements are not guarantees of future performance, and there can be no assurance that the expectations reflected in such forward-looking statements will prove to have been correct. Rather, they are based on the current beliefs, expectations and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, that may cause actual results, performance, plans, objectives, achievements or events to differ materially from those express or implied in such forward-looking statements. Undue reliance should, therefore, not be placed on such forward-looking statements.

New factors will emerge in the future, and it is not possible to predict which factors they will be. In addition, the impact of each factor on the Group's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statement or statements cannot be assessed, and no assurance can therefore be provided that assumptions will prove correct or that expectations and beliefs will be achieved.

Any forward-looking statement contained in this announcement based on past or current trends and/or activities of the Group should not be taken as a representation that such trends or activities will continue in the future. No statement in this announcement is intended to be a profit forecast or to imply that the earnings of the Group for the current year or future years will match or exceed historical or published earnings of the Group.

Each forward-looking statement speaks only as at the date of this announcement and is not intended to give any assurance as to future results. The Company and/or its Directors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein as a result of new information, future events or other information, except to the extent required by the FCA's Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange, including the AIM Rules or by applicable law.

Notice to overseas persons

This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, New Zealand, Russia, Canada, Japan, the Republic of South Africa, Singapore or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in  the United States, Australia, New Zealand, Russia, Canada, Japan,  the Republic of South Africa, Singapore or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.  Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

General

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) or any previous announcement made by the Company is incorporated into, or forms part of, this announcement.

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser to the Company in connection with the Subscription. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Subscription. Allenby Capital has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Allenby for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

 

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