22 September 2025
Rockfire Resources plc
("Rockfire" or the "Company")
Interim Results
Rockfire Resources plc (LON: ROCK), the zinc-germanium-silver-lead and gold-copper exploration company, is pleased to announce its unaudited interim results for the six months ended 30 June 2025. The loss attributable to the shareholders of the Company for the six months ended 30 June 2025 was £536,087, a decrease of £351,487 from the comparable period to 30 June 2024.
Rockfire continues to be focussed on the development of the Molaoi zinc/germanium/silver/lead deposit in Greece. The deposit is in category transition from Inferred to Indicated Resources and Management expects that the pre-feasibility stage of development will soon commence. Rockfire is preparing to progress the project through the feasibility stage and the appointment of Mr. Steven Hunt to the Board of Directors is part of that preparation. Steven is the current Chair of the Australasian Joint Ore Resource Committee ("JORC") and has been for the last 11 years. He previously worked for Rio Tinto continuously for more than 26 years, including 9 years as its Chief Advisor Orebody Knowledge and 5 years as Chief Advisor Resources and Reserves, both global roles.
PROJECT PORTFOLIO SUMMARY
Molaoi Zinc-Lead-Silver (+/-Germanium) Deposit, Peloponnese, Greece
A portable X-Ray Fluorescence ("pXRF") soil survey conducted in early February found a geochemical anomaly comparable to the surface signature at the main resource area at Molaoi. Being comparable in size to the existing resource provides a clear target to potentially double the JORC resources at Molaoi.
With the expansion of new, large resource targets, it became important to distinguish between mineralised areas for clarity. The drilled JORC resource referred to as "Kalamaki" is distinguishable from the new target, which is referred to as "Gkagkania" (pronounced "Gagania"), approximately 600m to the north of Kalamaki.
The high-resolution pXRF soil survey, which was based on a 50m x 25m grid density successfully identified a new, coherent and strong zone of zinc at the Gkagkania prospect. High responses of zinc-in-soil, exceeding 0.15% Zn (+1,500ppm), which is considered very strongly anomalous, were reported by the XRF machine.
The surface expression of Gkagkania anomaly is approximately 250m x 200m in size, which is comparable to the main zinc resource at Kalamaki.
A tenement-scale pXRF survey was undertaken on a 200m x 25m grid density to cover the remaining 4km zinc trend, further to the north of Gkagkania.
On 28 March 2025, it was reported that strong, coherent zones of zinc and lead were identified to the north of Gkagkania, with the Fournos Prospect becoming another important target for the expansion of zinc resources. A new, extensively mineralised zone called the Agios Eustratios Prospect to the south of the main resource area of Kalamaki was also highlighted by the XRF survey.
Between March and June, a 3-dimensional ("3D") lithofacies model of the Molaoi Project was developed and was highlighting important geological similarities to the 2024 mineralisation model. This 3D model improves targeting for future exploration and is expected to lead to significant resource growth along the 5 kilometres still to be drilled towards the north. Now, more than half a dozen sites are deemed favourable targets for exploration along strike. These targets are supported by surface enrichment of zinc, and/or old workings and/or historical drill holes which successfully encountered high-grade zinc mineralisation.
Rockfire's technical team completed a program of comprehensive pXRF logging of the available historical drill core at the Greek Geological Survey in Athens. A total of 1,798 pXRF measurements were taken from the historical core. It is important to note that the pXRF machine does not measure germanium values.
· 154 readings exceeded 1% Zn, including 85 readings above 5% Zn. A total of 51 readings were above 10% Zn, with a peak value of 41% Zn.
· 80 readings were higher than 1% Pb, with a peak value of 13.85% Pb amongst 3 samples which exceeded 10% Pb.
· 227 readings were higher than 10ppm Ag, with 34 of those exceeding 50ppm Ag. The top readings included 10 samples above 100ppm Ag and a peak value of 2,273ppm Ag.
Drilling planned for the second half of 2025 is expected to see the resource category increase from Inferred to Indicated, in readiness for scoping and pre-feasibility studies. One of the outcomes from this next phase of drilling is also to establish a maiden JORC resource for germanium. This will be the only JORC resource of germanium in Europe, placing Rockfire at the forefront of the critical mineral supply chain for Europe.
Lighthouse Au-Ag deposit, Queensland, Australia
On 5 January 2023, Rockfire entered into a binding agreement with ASX-listed Sunshine Metals Limited (''Sunshine'') to farm-in to Lighthouse and earn up to a 75% interest in the tenement. On Sunshine achieving 75% ownership, Rockfire has the right to elect to contribute 25% of on-going expenditure, or to convert to a 1.5% Net Smelter Royalty (NSR).
On 27 March 2025, Sunshine announced a placement raising AUD$3 million to accelerate development of its near-surface gold resources in North Queensland, including Plateau. The funds raised by Sunshine were expected to be applied on accelerating drilling, metallurgical test work and mining studies on the shallow oxide gold resources at Liontown and Plateau, and advanced targets at Tigertown and Coronation. Drilling was scheduled to commence in May at Plateau.
Sunshine's strategy is to identify shallow (<50m) oxide gold resources for processing at potential nearby toll treating mills during a time of high gold prices. The company is aiming to rapidly evaluate the commercial potential of its multiple deposits.
Plateau represents an advanced target with a near-surface, Inferred Resource totalling 49koz Au at 2.0 g/t Au. To advance the resource classification, ~1,000m of drilling and metallurgical testing are required.
On 11 July 2025, Sunshine provided a further update regarding the drilling results at Plateau. Resource infill drilling of 8 RC holes, for a total of 599m were drilled at Plateau. Results include:
· 8m @ 3.17g/t Au and 31g/t Ag (25PLRC006)
· Including 2m @ 6.97g/t Au and 84g/t Ag
Sunshine stated that a sample for metallurgical test work had been collected from hole 25PLRC006. The new RC drilling and subsequent metallurgical results will be used to update a resource for Plateau in late 2025.
CORPORATE
The Company announced on 27 February 2025 that it had successfully met the technical milestone that triggered the final tranche of the consideration payable to the vendors of Hellenic Minerals S.A. ("Hellenic"). Hellenic is a wholly owned subsidiary of Rockfire and controls 100% ownership of a 30-year licence to explore and mine the Molaoi deposit.
This final tranche comprised a cash payment of £100,000 and an issue of 185,000,000 new ordinary shares of 0.1 pence each in the Company.
David Price, the Chief Executive Officer of Rockfire, first identified the Molaoi Project in 2005 from archived scientific reports. It was also Mr Price who identified the presence of germanium in the zinc at Molaoi. There is an historic agreement between Hellenic and Mr Price dating back to 2005 which entitles him to a share in the proceeds from the sale of Hellenic. In accordance with this agreement, and for the sake of transparency and governance, Mr Price declared that he is a beneficiary of this final tranche of consideration. Mr. Price elected to receive his portion of the share allotment (being 72,500,000 ordinary shares) but is deferring his portion of the cash component (being £50,000) until a later time.
New options for the Directors of Rockfire to subscribe for 175,000,000 new ordinary shares in the Company were granted and announced to the market on 21 February 2025. These options were granted in accordance with their service agreements.
The options have an exercise price of 0.25 pence per ordinary share, which is double the mid-market closing price on 21 February 2025 of 0.12 pence, plus 0.01 pence, in accordance with the terms of the service agreements. The options have a term of three years, and any unexercised options will expire at midnight on 20 February 2028.
The grants made are as follows:
Director |
No. of options |
Exercise price |
Option expiry date |
Total no. of options now held |
David Price |
50,000,000 |
0. 25 pence |
20 February 2028 |
65,000,000 |
Gordon Hart |
50,000,000 |
0. 25 pence |
20 February 2028 |
65,000,000 |
Ian Staunton |
25,000,000 |
0. 25 pence |
20 February 2028 |
34,000,000 |
Nicholas Walley |
25,000,000 |
0. 25 pence |
20 February 2028 |
34,000,000 |
Patrick Elliott |
25,000,000 |
0. 25 pence |
20 February 2028 |
34,000,000 |
Total |
175,000,000 |
|
|
232,000,000 |
On 27 February, Rockfire announced the appointment of CMC Markets UK Plc (LSE: CMCX) ("CMC") as the Company's joint broker with immediate effect.
On 2 June 2025, Rockfire announced that a new Director had been appointed to the Rockfire Board. After an extensive search for suitably qualified and experienced mining executives to lead Rockfire through the development stages of Molaoi, Rockfire welcomed Mr. Steven Hunt to the Board of Directors.
Steven's appointment strengthens the technical and governance capability of the Board at a time when strong technical leadership is paramount to successfully steer a project towards production. As Rockfire heads towards the scoping/feasibility stage of development at Molaoi, it is prudent for the Board to prepare for the additional skills that will be required within the Company.
Steven is the current Chair of the Australasian Joint Ore Resource Committee ("JORC") and has been for the last 11 years.
He previously worked for Rio Tinto continuously for more than 26 years, including 9 years as its Chief Advisor Orebody Knowledge and 5 years as Chief Advisor Resources and Reserves, both global roles.
During his lengthy career with Rio Tinto, Steven spent 3 years as the Geology Superintendent of the 7.8-million-ounce Kelian Gold Mine in Indonesia and 6 years as the Mine Geology Manager for the 34-million-ounce Lihir Gold Mine in Papua New Guinea.
POST BALANCE SHEET EVENTS
On 3 July 2025, it was announced that the Company had conditionally raised £2 million (before expenses) by way of a placing of a total of 2,000,000,000 new ordinary shares of 0.1 pence each in the Company at a price of 0.1 pence per ordinary share. Allenby Capital Limited acted as sole broker in connection with the placing. On 10 July 2025 the Company completed the placing.
The placing was led by ACAM LP ("ACAM"), which subscribed for 1,000,000,000 new ordinary shares, representing £1 million and following the issue of the shares, held 16.31% of the total voting rights in the Company.
In addition, on admission of the new ordinary shares to trading on AIM, participants in the placing received warrants over, in aggregate, 1,000,000,000 new ordinary shares, representing 1 warrant for every 2 new ordinary shares subscribed for. The warrants are assignable and exercisable at a price of 0.1 pence per ordinary share for a period of 24 months from admission of the new ordinary shares to trading on AIM.
The net proceeds of the placing will be used, in conjunction with Rockfire's existing available cash, to continue development of the Company's Molaoi zinc/silver/lead project in Greece and to fund on-going working capital requirements within the Company. An upgrade of the zinc resource at Molaoi is anticipated following additional drilling. This drilling will also result in a Maiden JORC Resource for germanium. A JORC germanium resource will be the only germanium resource known within Europe and will be unique globally.
On 15 September 2025, it was announced the Company has received notice of exercise of 25,000,000 warrants over New Ordinary Shares of 0.1p each at an exercise price of 0.1p per share, for a consideration of £25,000.
For further information on the Company, please visit www.rockfireresources.com or contact the following:
Rockfire Resources plc: |
|
David Price, Chief Executive Officer |
|
Allenby Capital Limited (Nominated Adviser & Broker) |
Tel: +44 (0) 20 3328 5656 |
John Depasquale / Dan Dearden-Williams (Corporate Finance) Matt Butlin (Sales and Corporate Broking) |
|
CMC Markets UK Plc (Joint Broker) |
Tel: +44 (0) 20 3328 5656 |
Douglas Crippen |
|
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.
Notes to Editors
Rockfire Resources plc (LON: ROCK) is a base metal, precious 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.
· The Plateau deposit in Queensland has a JORC 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).
Glossary
Item |
Definition |
"3D" |
three dimensional |
''Ag'' |
silver |
"Cu" |
copper |
''Ge'' |
germanium |
''g/t'' |
grams per tonne |
''JORC'' |
Joint Ore Resource Committee |
"km" |
kilometre |
"m" |
metre |
''Pb'' |
lead |
"Ppm" |
parts per million |
"pXRF" |
portable X-Ray Florescence |
"VMS" |
volcanogenic massive sulphide |
''Zn'' |
zinc |
"ZnEq'' |
zinc equivalent |
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2025
|
|
6 months to 30 June 2025 |
6 months to 30 June 2024 |
12 months to 31 December 2024 |
|
|
£ |
£ |
£ |
|
Note |
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
|
|
|
Interest income |
|
- |
2 |
5 |
Administrative expenses |
|
(536,087) |
(887,574) |
(2,000,761) |
|
|
|
|
|
Loss before taxation |
|
(536,087) |
(887,572) |
(2,000,756) |
|
|
|
|
|
Taxation |
|
- |
- |
- |
|
|
|
|
|
Loss attributable to shareholders of the Company |
|
(536,087) |
(887,572) |
(2,000,756) |
|
|
|
|
|
Items that may be subsequently reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
Foreign exchange translation movement |
|
(91,137) |
(37,003) |
(291,640) |
|
|
|
|
|
Total comprehensive loss attributable to shareholders of the Company |
|
(627,224) |
(924,575) |
(2,292,396) |
|
|
|
|
|
|
|
|
|
|
Loss per share attributable to shareholders of the Company |
|
|
|
|
|
|
|
|
|
Basic and diluted (pence) |
4 |
(0.01) |
(0.03) |
(0.07) |
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
|
|
As at 30 June 2025 |
As at 30 June 2024 |
As at |
|
|
£ |
£ |
£ |
|
Note |
(Unaudited) |
(Unaudited) |
(Audited) |
ASSETS |
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
Intangible assets |
5 |
5,843,194 |
5,441,856 |
5,657,375 |
Property, plant and equipment |
|
38,775 |
26,215 |
40,888 |
Other receivables |
|
74,856 |
111,811 |
73,591 |
Total non-current assets |
|
5,956,825 |
5,579,882 |
5,771,854 |
|
|
|
|
|
Current assets |
|
|
|
|
Cash and cash equivalents |
|
140,079 |
514,725 |
936,205 |
Trade and other receivables |
|
72,634 |
99,300 |
65,491 |
Total current assets |
|
212,713 |
614,025 |
1,001,696 |
|
|
|
|
|
Total assets |
|
6,169,538 |
6,193,907 |
6,773,550 |
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
|
Equity attributable to shareholders of the Company |
|
|
|
|
Share capital |
7 |
10,128,111 |
8,551,535 |
9,933,289 |
Share premium |
|
21,398,106 |
21,215,680 |
21,271,228 |
Other reserves |
|
2,295,035 |
2,295,035 |
2,295,035 |
Merger relief reserve |
|
190,000 |
190,000 |
190,000 |
Foreign exchange reserve |
|
(637,102) |
(291,328) |
(545,965) |
Retained deficit |
|
(27,387,813) |
(25,834,749) |
(26,931,012) |
Total equity |
|
5,986,337 |
6,126,173 |
6,212,575 |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
6 |
183,201 |
67,734 |
560,975 |
Total current liabilities |
|
183,201 |
67,734 |
560,975 |
|
|
|
|
|
Total liabilities |
|
183,201 |
67,734 |
560,975 |
|
|
|
|
|
Total equity and liabilities |
|
6,169,538 |
6,193,907 |
6,773,550 |
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2025
|
Share capital |
Share premium |
Other reserves |
Merger relief reserve |
Foreign exchange reserve |
Accumulated losses |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
At 1 January 2024 |
8,548,460 |
21,210,144 |
2,295,035 |
190,000 |
(254,325) |
(24,947,177) |
7,042,137 |
Loss for the period |
- |
- |
- |
- |
- |
(887,572) |
(887,572) |
Foreign exchange translation movement |
- |
- |
- |
- |
(37,003) |
- |
(37,003) |
Total comprehensive loss |
- |
- |
- |
- |
(37,003) |
(887,572) |
(924,575) |
Issue of share capital (Note7) |
3,075 |
5,536 |
- |
- |
- |
- |
8,611 |
Total transactions with shareholders |
3,075 |
5,536 |
- |
- |
- |
- |
8,611 |
|
|
|
|
|
|
|
|
At 30 June 2024 (Unaudited) |
8,551,535 |
21,215,680 |
2,295,035 |
190,000 |
(291,328) |
(25,730,467) |
6,126,173 |
Loss for the period |
- |
- |
- |
- |
- |
(1,113,184) |
(1,113,184) |
Foreign exchange translation movement |
- |
- |
- |
- |
(254,637) |
- |
(254,637) |
Total comprehensive loss |
- |
- |
- |
- |
(254,637) |
(1,113,184) |
(1,367,821) |
Issue of share capital (Note 7) |
1,381,754 |
170,000 |
- |
- |
- |
- |
1,551,754 |
Cost of share issue |
- |
(114,452) |
- |
- |
- |
- |
(114,452) |
Share-based payment |
- |
- |
- |
- |
- |
16,921 |
16,921 |
Total transactions with shareholders |
1,381,754 |
55,548 |
- |
- |
- |
16,921 |
1,454,223 |
|
|
|
|
|
|
|
|
At 31 December 2024 (Audited) |
9,933,289 |
21,271,228 |
2,295,035 |
190,000 |
(545,965) |
(26,931,012) |
6,212,575 |
Loss for the period |
- |
- |
- |
- |
- |
(536,087) |
(536,087) |
Foreign exchange translation movement |
- |
- |
- |
- |
(91,137) |
- |
(91,137) |
Total comprehensive loss |
- |
- |
- |
- |
(91,137) |
(536,087) |
(627,224) |
Issue of share capital (Note 7) |
194,822 |
126,878 |
- |
- |
- |
- |
321,700 |
Share-based payment |
- |
- |
- |
- |
- |
79,286 |
79,286 |
Total transactions with shareholders |
194,822 |
126,878 |
- |
- |
- |
79,286 |
400,986 |
At 30 June 2025 (Unaudited) |
10,128,111 |
21,398,106 |
2,295,035 |
190,000 |
(637,102) |
(27,387,813) |
5,986,337 |
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2025
|
|
6 months to 30 June 2025 |
6 months to 30 June 2024 |
12 months to 31 December 2024 |
|
|
£ |
£ |
£ |
|
Note |
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
|
|
|
Cash flow from operating activities |
|
|
|
|
|
|
|
|
|
Loss for the period before tax |
|
(536,087) |
(887,572) |
(2,000,756) |
|
|
|
|
|
Depreciation |
|
4,511 |
2,867 |
5,409 |
Expenses settled in shares |
|
22,000 |
8,612 |
8,612 |
Loss on property, plant and equipment |
|
- |
189 |
187 |
Finance income |
|
- |
(2) |
(5) |
Foreign exchange rate (gain)/loss |
|
(85,783) |
33,735 |
(8,324) |
Share-based payment charge |
8 |
79,287 |
- |
16,921 |
|
|
(516,072) |
(842,171) |
(1,977,956) |
|
|
|
|
|
(Increase)/ decrease in trade and other receivables |
|
(41,691) |
1,609,847 |
1,719,798 |
Increase/ (decrease) in trade and other payables |
|
9,849 |
(151,400) |
304,172 |
Net cash flow (outflow)/ inflow from operating activities |
|
(547,914) |
616,276 |
62,662 |
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
Exploration expenditure |
|
(195,632) |
(536,545) |
(979,962) |
Acquisition of property, plant and equipment |
|
(2,580) |
(1,583) |
(20,377) |
Cash settled deferred consideration |
|
(50,000) |
- |
- |
Interest received |
|
- |
2 |
5 |
Net cash used in investing activities |
|
(248,212) |
(538,126) |
(1,000,334) |
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
Proceeds from issuance of ordinary shares |
7 |
- |
- |
1,551,753 |
Share issue costs |
7 |
- |
- |
(114,451) |
Net cash generated by financing activities |
|
- |
- |
1,437,302 |
|
|
|
|
|
Net (decrease)/ increase in cash and cash equivalents |
|
(796,126) |
78,150 |
499,630 |
|
|
|
|
|
Cash and cash equivalents at the beginning of the period / year |
|
936,205 |
436,575 |
436,575 |
|
|
|
|
|
Cash and cash equivalents at the end of the period / year |
|
140,079 |
514,725 |
936,205 |
ROCKFIRE RESOURCES PLC
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2025
1 Principal activity
Rockfire Resources plc is a public limited company, admitted to trading on AIM and incorporated and domiciled in England and Wales.
The Company and its subsidiaries' (together, the 'Group') principal activity continues to be that of the exploration for base metals, precious metals and critical minerals in Molaoi, Greece and Queensland, Australia.
2 Basis of preparation
The unaudited consolidated financial statements are for the six-month period ended 30 June 2025. They do not include all the information required for full annual financial statements and should be read in conjunction with the audited consolidated financial statements of the Group for the year ended 31 December 2024.
The financial statements are prepared on the historical cost basis or the fair value basis where the fair valuing of relevant assets and liabilities has been applied.
The financial statements have been prepared in accordance with accounting policies consistent with those set out in the Group's financial statements for the year ended 31 December 2024.
The financial statements incorporate the financial statements of the Company and subsidiaries controlled by the Company as at 30 June 2025.
The financial information set out in this interim report does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006. The Group's statutory financial statements for the year ended 31 December 2024 have been filed with the Registrar of Companies. Those financial statements received an unqualified audit report and did not contain statements or matters to which the auditors drew attention under the Act.
The Group's consolidated financial statements are presented in GB pounds sterling ("£" or "GBP") which is also the functional currency.
3 Critical accounting estimates and judgements
The preparation of the Group's consolidated interim financial statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Significant estimates and accounting judgements
The judgements and key sources of estimation uncertainty that have a significant effect on the amounts recognised in the interim financial information are consistent with those followed in the preparation of the Annual Report and Financial Statements for the year ending 31 December 2024 which are filed with the Registrar of Companies.
4 Loss per share
Basic and diluted loss per share
The calculation of basic and diluted loss per share is based on the loss attributable to ordinary shareholders of £536,087 (30 June 2024: £887,572) and a weighted average number of ordinary shares in issue of 4,062,844,837 (30 June 2024: 2,555,475,805).
5 Intangible assets
|
|
30 June 2025 |
30 June 2024 |
31 December 2024 |
|
|
|
£ |
£ |
£ |
|
|
|
|
|
|
|
At 1 January |
|
5,657,375 |
4,972,616 |
4,972,616 |
|
Additions |
|
195,632 |
536,545 |
979,962 |
|
Foreign exchange differences |
|
(9,813) |
(67,305) |
(295,203) |
|
At 31 December |
|
5,843,194 |
5,441,856 |
5,657,375 |
|
6 Trade and other payables
|
|
As at 30 June 2025 |
As at 30 June 2024 |
As at |
|
|
£ |
£ |
£ |
|
|
|
|
|
Trade payables |
|
91,778 |
42,123 |
24,202 |
Other payables |
|
70,206 |
15,660 |
495,712 |
Accruals |
|
21,217 |
9,951 |
41,061 |
|
|
183,201 |
67,734 |
560,975 |
Included in other payables is deferred consideration payable of £50,000 (31 December 2024: £399,700; 30 June 2024: £Nil) to the vendors of Hellenic Minerals S.A.
On 4 September 2024, the Company announced it had achieved the minimum JORC resource of 400,000 tonnes of zinc-equivalent metal content. This achievement triggered the deferred consideration amounting to £100,000 payable in cash and £299,700 payable in the ordinary shares, to be issued at a 5% discount to the 5-day VWAP share price at the date of announcement. On 6 March 2025, the Company issued a total of 185,000,000 new ordinary shares of 0.1 pence at an issue price of 0.162 pence per share in respect of the share element of the deferred consideration. David Price, in accordance with the sale and purchase agreement, was entitled to 50% of the deferred consideration. David Price elected to receive his portion of the share allotment (being 72,500,000 ordinary shares) but deferred his portion of the cash component (being £50,000) until a later time. The £50,000 due to the remaining vendors of Hellenic was settled during the period.
7 Share capital
|
|
30 June 2025 |
30 June 2024 |
31 December 2024 |
Issued share capital |
|
Number |
Number |
Number |
Deferred shares of £0.099 each |
|
51,215,534 |
51,215,534 |
51,215,534 |
Ordinary shares of £0.001 each |
|
4,132,442,063 |
2,555,866,625 |
3,937,620,625 |
|
|
|
|
|
|
|
30 June |
30 June |
31 December 2024 |
Issued share capital |
|
£ |
£ |
£ |
Fully paid |
|
10,128,111 |
8,551,535 |
9,933,289 |
|
|
10,128,111 |
8,551,535 |
9,933,289 |
Ordinary Shares
|
|
30 June 2025 |
30 June 2024 |
31 December 2024 |
|
|
Number |
Number |
Number |
Allotted, called up and fully paid |
|
|
|
|
At 1 January |
|
3,937,620,625 |
2,552,791,046 |
2,552,791,046 |
Issued for cash |
|
- |
- |
1,381,754,000 |
Issued in respect of deferred consideration |
|
185,000,000 |
- |
- |
Issued in lieu of fees |
|
9,821,438 |
3,075,579 |
3,075,579 |
At 31 December |
|
4,132,442,063 |
2,555,866,625 |
3,937,620,625 |
Share Capital
|
|
30 June 2025 |
30 June 2024 |
31 December 2024 |
|
|
|
£ |
£ |
£ |
|
Allotted, called up and fully paid |
|
|
|
|
|
At 1 January |
|
9,933,289 |
8,548,460 |
8,548,460 |
|
Issued for cash1 |
|
- |
- |
1,381,754 |
|
Issued in respect of deferred consideration |
|
185,000 |
- |
- |
|
Issued in lieu of fees |
|
9,822 |
3,075 |
3,075 |
|
At 31 December |
|
10,128,111 |
8,551,535 |
9,933,289 |
|
1 In the period ended 30 June 2025 includes issue costs of £ nil (30 June 2024: £nil; 31 December 2024: £114,452).
Fully paid ordinary shares carry one vote per share and carry the right to dividends. There are no shares held by the Company or its subsidiaries.
The deferred shares carry no voting or income rights. The only right attaching to deferred shares is to receive the amount paid up on a winding up of the Company once the holders of ordinary shares have received £1,000,000 per ordinary share.
The nominal value of the issued share capital includes a cumulative foreign exchange difference of £925,331 which crystallised in 2017 when the Group's functional and presentational currency was changed from US$ to GBP.
8 Share options and warrants
Share options
|
Options |
|
Weighted average exercise price |
|
No. |
|
£ |
|
|
|
|
Outstanding and Exercisable at 1 January 2024 |
36,000,000 |
|
0.02 |
Outstanding and Exercisable at 30 June 2024 |
36,000,000 |
|
0.02 |
|
|
|
|
Granted during the period |
57,000,000 |
|
0.003 |
Lapsed during the period |
(36,000,000) |
|
0.02 |
Outstanding and Exercisable at 31 December 2024 |
57,000,000 |
|
0.003 |
|
|
|
|
Granted during the period |
175,000,000 |
|
0.003 |
Outstanding and Exercisable at 30 June 2025 |
232,000,000 |
|
0.003 |
Share options are provided to those Directors responsible for delivering the Group's strategy and to attract and retain the best executive management talent. This ensures alignment of the interests of management directly with those of shareholders.
On 19 December 2024, the Company granted 57,000,000 options over new ordinary shares. The options were granted at an exercise price of 0.32 pence per ordinary share, being double the mid-market closing price on 19 December 2024 of 0.155 plus 0.01 pence, in accordance with the terms of the Directors' service agreements. The options have a term of three years, vests immediately, and any unexercised options will expire on 19 December 2027.
On 21 February 2025, the Company granted 175,000,000 options over new ordinary shares. The options were granted at an exercise price of 0.25 pence per ordinary share, in accordance with the terms of the Directors' service agreements. The options have a term of three years, vests immediately, and any unexercised options will expire on 20 February 2028.
The fair value of the options granted during the period ended 30 June 2025 was calculated using the Black Scholes Model with the following assumptions:
Risk free interest rate 4.060%
Expected volatility 119.379%
Expected dividend yield 0.000%
Life of option 3 years
Share price at measurement date £0.0012
During the period ended 30 June 2025, £79,286 has been recognised as a share-based expense in the statement of comprehensive income related to the grant of share options.
9 Joint venture
On 20 January 2023, the Company announced that it had entered into a joint venture (''JV'') with Sunshine Metals Limited ("Sunshine") to advance the Plateau gold deposit in Queensland, Australia. The JV will result in Sunshine sole-funding exploration at Plateau for 3 years, with funding being engaged on direct exploration activity.
The JV includes the Lighthouse Project exploration permit tenement EPM25617 and the adjoining Kookaburra exploration permit tenement EPM26705 in Queensland. As at 30 June 2025 these tenements accounted for £1,408,019 (31 December 2024: £1,447,726) of the Group's intangible assets. As all expenditure on the tenements is capitalised, there were no losses or profits attributed to the tenements.
During the sole funding period, Sunshine must keep the tenements in good order and meet all statutory reporting, rehabilitation and expenditure obligations. On the occurrence of each milestone set out in the table below, Sunshine will acquire the corresponding participating interest in the tenements. Up until the point Sunshine reaches the stage 1 milestone, Sunshine will have no participating interest in the tenements.
Stage |
Milestone |
Total participating interest earned by Sunshine at end of stage |
Time frame |
1 |
Sunshine has sole funded AUD600,000 in expenditure. |
40% |
Maximum of 1 Year from execution date. |
2 |
Sunshine has sole funded a further AUD600,000 in expenditure. |
51% |
Maximum of 2 years from execution date. |
3 |
Sunshine has sole funded a further AUD1,000,000 in expenditure. |
75% |
Maximum of 3 years from execution date |
The expenditure requirement for each Stage 1, 2 and 3 is independent of the other stages and not cumulative.
At the conclusion of Stage 3, the Company has 60 days from receipt of all data and reports and proposed program and budget, by written notice, to elect to either:
- Contribute its 25% share of on-going exploration and development expenditure: or
- Convert its 25% share to a 1.5% net smelter royalty.
The terms of the net smelter royalty are to be based on the standard Energy & Resources Law Association (formerly AMPLA Ltd) template.
As at 30 June 2025 Sunshine had spent £72,973 in respect of the JV meaning none of the expenditure thresholds had been met. As such, Sunshine holds a 0% participating interest in the tenement EPM25617 and the adjoining tenement EPM26705 at 30 June 2025.
9 Availability of interim results
A copy of the half-yearly results can be viewed on the Company's website at: www.rockfireresources.com .