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RNS Number : 1433A
Rockfire Resources PLC
22 September 2025
 

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:

[email protected]

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
31 December
 2024

 


£

£

£

 

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

 








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

 








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

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
31 December
 2024

 


£

£

£

 

 




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
 2025

30 June
 2024

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 .

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