The information contained within this announcement is deemed by the Company to constitute inside information pursuant to Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended.
9 September 2024
Rockfire Resources plc
("Rockfire" or the "Company")
Interim Results
Rockfire Resources plc (LON: ROCK), the precious metal, base metal and critical mineral exploration company, is pleased to announce its unaudited interim results for the six months ended 30 June 2024. The loss attributable to the shareholders of the Company for the six months ended 30 June 2024 was £887,572, an increase of £476,427 from the comparable period to 30 June 2023. The primary reason for the increase is attributable to increased administrative costs from Hellenic Minerals during drilling and costs associated with evaluating and appraising new business opportunities.
Rockfire has continued its focus on the Molaoi zinc/silver/lead/ (+/-germanium) deposit in Greece, which is shaping up to be a significant project, not only for Rockfire, but also for the nation of Greece. Due to the more advanced and more geologically predictable mineralisation at the Greek project, the Molaoi Deposit has become the Group's primary focus, ahead of the Queensland exploration portfolio.
The Molaoi Project will continue to be the focus of the Company as we convert our Inferred Resources into Indicated Resources in accordance with the JORC Code for Reporting of Mineral Resources and Ore Reserves. The conversion of Inferred to Indicated Resources is an important one, with Indicated Resources able to feed into planned scoping and feasibility studies. Rockfire management is confident of progressing the project through the feasibility stage and is excited by the development opportunity the project offers for the Company.
PROJECT PORTFOLIO SUMMARY
Molaoi Zinc-Lead-Silver (+/-Germanium) Deposit, Peloponnese, Greece
On 4 September 2024, Rockfire announced a significant upgrade to the mineral resources at Molaoi. This upgrade has resulted in a JORC Inferred Resource of:
15 million tonnes @ 9.96% ZnEq. for a total of 1.5 million tonnes of zinc equivalent metal.
The updated JORC Resource is 500% larger than the Maiden Resource announced in May 2022. This updated Resource surpassed all expectations and places Molaoi within the top 20 undeveloped zinc resources globally in terms of tonnage, grade and zinc equivalent metal content.
The calendar year commenced with the announcement on 30 January 2024 that the Company's geotechnical drilling at Molaoi had successfully and convincingly replicated historical drill holes. This drilling was necessary to build confidence in the relative position of the historical holes and to compare the strength of mineralisation in each position.
Hole MO_GTK_008 was sited to replicate historical hole AN031. Hole MO_GTK_008 intersected 4.75m of mineralisation, which compares favourably with 5.0m of mineralisation in historical hole AN031. Hole MO_GTK_008 has an average grade of 8.41% Zn, which compares favourably with an average grade of 9.95% Zn in historical hole AN031.
Hole MO_GTK_009 was sited to replicate historical hole B025. Hole MO_GTK_009 intersected 2.20m of mineralisation, compared with 4.20m of mineralisation in historical hole B025. A second zone of 1.90m grading 4.05% Zn was encountered in hole MO_GTK_009. Hole MO_GTK_009 has an average grade of 11.20% Zn, which compares favourably with an average grade of 11.37% Zn in historical hole B025.
The replication of these historical holes was recommended by SRK Consulting Geologists to provide increased confidence in the positioning and grades/widths of historical drill holes. The results indicate that the similarities between the original holes and the new holes are close.
On 4 March 2024, the Company announced that Hole MO_GTK011 at Molaoi had encountered the highest germanium grade drilled by Rockfire so far. From 155m depth, 0.6m @ 136.5g/t Ge was intersected, along with 34.4% Zn and 95.6g/t Ag. This interval occurs within a broader zone of 2.3m @ 11.6% Zn, 54.94g/t Ag and 50.88g/t Ge.
High-grade zinc intersected beneath the main resource was announced to the market on 19 March 2024. Hole HMO-001 was Rockfire's first resource expansion drill hole. This hole targeted an undrilled extension of the resource model at depth. HMO-001 intersected 3.44m @ 11.4% ZnEq. (5.1% Zn, 36.6g/t Ag, 0.94% Pb, 35.9g/t Ge) from 228.02m depth. A second zone in hole HMO-001 at 239.00m depth intersected 3.30m @ 35.7% ZnEq. (18.5% Zn, 158.5g/t Ag, 2.7% Pb and 81.8g/t Ge). A third zone of 2.40m @ 11.2% ZnEq. (6.8% Zn, 2.7g/t Ag, 0.73% Pb and 30.5g/t Ge) was intersected in the same hole at a depth of 245.80m. The entire mineralised zone in hole HMO-001 returned 20m @ 9.1% ZnEq. (4.6% Zn, 34.6g/t Ag, 0.6% Pb and 23.0% Ge), which commences at 228.02m downhole depth.
High-grade zinc was also encountered 400m to the north of the currently defined resource area, as announced to the market on 21 May 2024. Hole HMO-002 intersected 4.52m @ 9.3% ZnEq. approximately 400m to the north of the main zinc resource of 250,000t of zinc equivalent. This hole confirms that zinc mineralisation continues to the north for at least 400m, with more than 5 kilometres of old zinc workings and outcropping zinc mineralisation still to be drilled to the north.
On the same day, it was announced that Hole HMO-003 had intersected 4 separate lodes of zinc. These are:
· 2.47m @ 14.20% ZnEq. from 202.53m depth
· 2.37m @ 7.40% ZnEq. from 226.00m depth
· 4.00m @ 11.50% ZnEq. from 256.00m depth
· 3.10m @ 3.40% ZnEq. from 293.50m depth
Rockfire's strategy to increase the resource at Molaoi to at least 400,000 tonnes of zinc equivalent metal remained on track, with a quality hit 400m north of the main resource outline. This intersection opens the resource up towards the north and may allow for a rapid expansion of tonnes of contained zinc in the resource.
On 10 June 2024, the Company announced that drilling had intersected a very wide and strongly mineralised zinc zone. This extensive intercept of zinc, silver and lead is expected to result in a material increase in resource tonnage. Hole HMO-004 intersected a continuous mineralised zone averaging 24.6m @ 8.0 % ZnEq., starting from 243.42m depth. This interval includes an upper 10.6m zone averaging 7.4 % ZnEq. from 243.42m depth, and a second, lower interval of 11.0m @ 10.9 % ZnEq. starting from 257m depth. A revised resource estimate is in progress and management and the technical team are eagerly awaiting the outcome of this update.
Importantly, it was reported that there are no drill holes which terminate the zinc mineralisation at depth, or towards the north and south. Our aim is to continue chasing the zinc both at depth and to the north in our target to achieve a minimum of 400,000 tonnes of zinc equivalent metal.
Rockfire provided a general update of exploration activities at Molaoi on 26 June 2024. This included the commencement of the following important surveys, designed to produce high-quality images (photos) to increase accuracy of location and elevation data.
· Digital Terrain Model ("DTM") topographic survey in progress.
· Ortho-mosaic photographic survey in progress.
· Light Detection and Ranging ("LiDAR") survey in progress.
· Portable X-Ray Florescence ("pXRF") survey in progress.
· Resource consultant has identified a minimum of 12 parallel zinc lodes.
· Updated resource estimation is in progress.
A local Greek contracting company had been engaged to complete a drone-supported, multi-sensor survey at Molaoi. This is the first time that high-tech instrumentation and modern survey techniques have been used at the Molaoi project.
This drone survey encompassed a Light Detection and Ranging (LiDAR) survey, which measures light reflectivity from the surface of the earth. Unlike traditional reflectivity surveys, (which use the sun's reflected rays), LiDAR uses a light laser beamed towards the ground from the drone and measures the reflectivity arriving back at the sensors on the drone. This high-tech method allows for vegetation to be filtered out of the imagery, allowing for a more accurate elevation survey.
Rockfire also announced on 26 June 2024, that it had commissioned a specialist resource estimation consulting firm to complete a resource update for Molaoi, as well as a specialist geological consulting firm to assist the drilling and wider field programmes. The resource update will include all the geotechnical, twinning and expansion holes drilled by Rockfire so far (20 holes in total), as well as all historical drilling (179 holes in total) completed by the Greek Government in the 1980's.
As part of their review of the geology and mineralisation, both consulting firms recommended the acquisition and utilisation of a portable XRF machine to identify mineralised zones, some of which are not easily recognised visually in the core. This has proven to be excellent advice, with narrow intervals in uncut and unsampled core returning strongly mineralised readings including 0.96% Cu, 31.1% Zn, 46g/t Ag and 2.85% Pb from various depths in hole HMO-004.
Lighthouse and Kookaburra Gold/Silver Project JV, Australia
ASX-listed Sunshine Metals Limited ("Sunshine"), Rockfire's Farm-in partner at Lighthouse and Kookaburra reported on 19 January 2024 that it had received encouraging first pass drilling results from Lighthouse. Rockfire issued an RNS dated the same day. Sunshine is farming into Rockfire's Lighthouse tenement and has the option to earn a maximum 75% interest in the tenement by expenditure of AUD$2.2m over a 3-year period starting on 20 March 2023.
· Drilling at Lighthouse comprised 11 RC holes (1,167m) testing three separate prospects: Cardigan Dam, Plateau and Horse Creek.
· Drilling at Cardigan Dam (5 holes, 565m) targeted two separate gossanous shear zones which sit within a ~300m long soil anomaly. The program identified multiple anomalous gold zones including a shallow intersection requiring follow-up of 3m @ 1.56 g/t Au from 31m (23CDRC002).
· Plateau drilling (5 holes, 505m) assessed the northeast corner of the mineralised rhyolite pipe. Prospective breccia was intersected in 3 holes and returned 1m @ 2.29 g/t Au from 41m (23PLRC004).
· A likely meteorite was identified in outcrop at Horse Creek. The prospect remains prospective for Cu and Au.
In accordance with the Lighthouse Farm-in Agreement dated 20 March 2023, a minimum expenditure of A$600,000 was required to be spent by Sunshine for the first 12-month period following the signing of the agreement.
Only A$364,671 was expended on the 2 licences by Sunshine, comprising A$329,825 for EPM25617 (Lighthouse) and A$34,846 for EPM26705 (Kookaburra). This resulted in a shortfall of A$235,329 to satisfy the minimum spend requirements.
Rockfire wrote to Sunshine on 10 April 2024 to inform them that Rockfire was willing to accept that this shortfall in expenditure may be met in the following period, being Stage 2 of the agreement. This has resulted in the minimum expenditure for Stage 2 (to 20 March 2025) being A$600,000 + A$235,329.
CORPORATE
On 1 February 2024, Rockfire announced that US$2 million had been returned to Rockfire's bank account. This return of funds was a result of Rockfire terminating the proposed acquisition of Emirates Gold DMCC and Emperesse Bullion LLC in the United Arab Emirates in the year ended 31 December 2023. The proposed acquisition and subsequent termination were fully disclosed in the the audited consolidated financial statements of the Group for the year ended 31 December 2023.
The majority of these funds have been put towards multiple activities which the Company has undertaken. Mainly the continuation of drilling at Molaoi in Greece. Funds have also contributed to the on-going working capital requirements of the Company.
The Company also confirmed that it is continuing to assess opportunities to attract partners to invest in Rockfire's Queensland projects. The board considers the projects in Queensland to hold further exploration potential, but the company's human and financial resources are being deployed at the more advanced Molaoi project.
POST BALANCE SHEET EVENTS
On 5 July 2024, Rockfire announced the appointment of Thomas Geissler as an Executive Director of the Company. Thomas Geissler is the major shareholder of TPM Middle East ("TPM"). TPM is interested in 315,600,000 shares in the Company, representing 12.35% of the Company's current issued share capital.
Thomas Geissler is an experienced professional in the precious metals industry, with over 10 years of experience. Thomas has worked internationally and held various senior positions, particularly at the philoro group of companies. Thomas' roles have included managing regional operations, developing scrap gold businesses and establishing international bullion trading ventures. Thomas is also the founder and managing director of TPM. Thomas has a degree in law and economics from the University of Salzburg.
On 4 September 2024, Rockfire announced a JORC Mineral Resource upgrade of 500% at the Molaoi zinc/silver/lead deposit in Greece. This new resource has surpassed all expectations and places Molaoi within the top 20 undeveloped zinc resources globally in terms of tonnage, grade and zinc equivalent metal content. The Inferred JORC Resource estimation for Molaoi is: 15.0 million tonnes @ 7.26 % Zn, 1.75 % Pb and 39.5 g/t Ag (9.96 % zinc equivalent). Molaoi contains 1,090,000 tonnes of zinc, 260,000 tonnes of lead, and 19.1 million ounces of silver. Molaoi also contains one of the world's geologically rare critical metals, germanium. A preliminary germanium quantity, which does not comply with the requirements of the JORC Code has been calculated at: 4.8 million tonnes @ 21.9 g/t Ge (105,700 kilograms germanium).
For further information on the Company, please visit www.rockfireresources.com or contact the following:
| Rockfire Resources plc: | info@rockfire.co.uk |
| David Price, Chief Executive Officer | |
| | |
| Allenby Capital Limited (Nominated Adviser & Broker) | Tel: +44 (0) 20 3328 5656 |
| John Depasquale / George Payne (Corporate Finance) Guy McDougall / Kelly Gardner (Sales and Corporate Broking) | |
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 mineral exploration and development company with a portfolio of 100%-owned mineral projects including a high-grade zinc deposit in Greece and gold and copper projects in Queensland Australia.
· The Molaoi deposit in Greece has a JORC resource of 1,090,000 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 130,000 ounces of gold and 800,000 ounces of silver.
· The Copperhead deposit in Queensland has a JORC resource of 80,000 tonnes of copper, 9,400 tonnes of molybdenum and 1.1 million ounces of silver.
Glossary
| Item | Definition |
| ''Ag'' | silver |
| ''Ge'' | germanium |
| ''g/t'' | grams per tonne |
| "Inferred Resources" | this classification implies that the quantity and grade of the deposit are predicted on limited geological evidence and sampling. |
| "Indicated Resources" | is a category within the broader classification of mineral resources. It signifies a medium level of geological certainty regarding the size and grade of the deposit. To qualify as an indicated resource, the density and quality of data from exploration and sampling activities must be sufficient to allow for the confident prediction of continuity in both tonnage and grade between points of observation. |
| ''JORC'' | Joint Ore Resource Committee |
| ''Pb'' | lead |
| "Ppm" | parts per million |
| ''Zn'' | zinc |
| "ZnEq'' | zinc equivalent |
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2024
| | | 6 months to 30 June 2024 | 6 months to 30 June 2023 | 12 months to 31 December 2023 |
| | | £ | £ | £ |
| | Note | (Unaudited) | (Unaudited) | (Audited) |
| | | | | |
| Interest income | | 2 | 1 | 2 |
| Administrative expenses | | (887,574) | (411,146) | (1,785,547) |
| | | | | |
| Loss before taxation |
| (887,572) | (411,145) | (1,785,545) |
| | | | | |
| Taxation | | - | - | - |
| | | | | |
| Loss attributable to shareholders of the Company |
| (887,572) | (411,145) | (1,785,545) |
| | | | | |
| Items that may be subsequently reclassified to profit or loss: | | | | |
|
| | | | |
| Foreign exchange translation movement | | (37,003) | (267,379) | (203,202) |
| | | | | |
| Total comprehensive loss attributable to shareholders of the Company |
| (924,575) | (678,524) | (1,988,747) |
| | | | | |
| | | | | |
| Loss per share attributable to shareholders of the Company | | | | |
| | | | | |
| Basic and diluted (pence) | 4 | (0.03) | (0.03) | (0.10) |
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
|
| | As at 30 June 2024 | As at 30 June 2023 | As at |
|
| | £ | £ | £ |
|
| Note | (Unaudited) | (Unaudited) | (Audited) |
| ASSETS |
| | | |
| | | | | |
| Non-current assets |
| | | |
| Intangible assets | | 5,441,856 | 4,519,039 | 4,972,616 |
| Property, plant and equipment | | 26,215 | 34,393 | 28,244 |
| Other receivables | | 111,811 | 99,262 | 94,301 |
| Total non-current assets |
| 5,579,882 | 4,652,694 | 5,095,161 |
|
| | | | |
| Current assets |
| | | |
| Cash and cash equivalents | | 514,725 | 415,938 | 436,575 |
| Trade and other receivables | 5 | 99,300 | 95,823 | 1,732,419 |
| Total current assets |
| 614,025 | 511,761 | 2,168,994 |
|
| | | |
|
| Total assets |
| 6,193,907 | 5,164,455 | 7,264,155 |
|
| | | | |
| EQUITY AND LIABILITIES |
| | | |
| | | | | |
| Equity attributable to shareholders of the Company |
| | | |
| Share capital | 6 | 8,551,535 | 7,840,217 | 8,548,460 |
| Share premium | | 21,215,680 | 18,611,898 | 21,210,144 |
| Other reserves | | 2,190,753 | 2,295,035 | 2,190,753 |
| Merger relief reserve | | 190,000 | 190,000 | 190,000 |
| Foreign exchange reserve | | (291,328) | (318,502) | (254,325) |
| Retained deficit | | (25,730,467) | (23,572,777) | (24,842,895) |
| Total equity |
| 6,126,173 | 5,045,871 | 7,042,137 |
|
| | | | |
|
| | | | |
| Current liabilities |
| | | |
| Trade and other payables | | 67,734 | 118,584 | 222,018 |
| Total current liabilities |
| 67,734 | 118,584 | 222,018 |
|
| | | |
|
| Total liabilities |
| 67,734 | 118,584 | 222,018 |
|
| | | |
|
| Total equity and liabilities |
| 6,193,907 | 5,164,455 | 7,264,155 |
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2024
| | Share capital | Share premium | Other reserves | Merger relief reserve | Foreign exchange reserve | Accumulated losses | Total |
| | £ | £ | £ | £ | £ | £ | £ |
| At 1 January 2023 | 7,435,409 | 18,233,976 | 2,295,035 | 190,000 | (51,123) | (23,161,632) | 4,941,665 |
| Loss for the period | - | - | - | - | - | (411,145) | (411,145) |
| Foreign exchange translation movement | - | - | - | - | (267,379) | - | (267,379) |
| Total comprehensive loss | - | - | - | - | (267,379) | (411,145) | (678,524) |
| Issue of share capital | 404,808 | 483,732 | - | - | - | - | 888,540 |
| Cost of share issue | - | (105,810) | - | - | - | - | (105,810) |
| Total transactions with shareholders | 404,808 | 377,922 | - | - | - | - | 782,730 |
|
| | | | | | | |
| At 30 June 2023 (Unaudited) | 7,840,217 | 18,611,898 | 2,295,035 | 190,000 | (318,502) | (23,572,777) | 5,045,871 |
| Loss for the period | - | - | - | - | - | (1,374,400) | (1,374,400) |
| Foreign exchange translation movement | - | - | - | - | 64,177 | - | 64,177 |
| Total comprehensive loss | - | - | - | - | 64,177 | (1,374,400) | (1,310,223) |
| Issue of share capital | 708,243 | 2,815,987 | - | - | - | - | 3,524,230 |
| Cost of share issue | | (217,741) | - | - | - | - | (217,741) |
| Transfer on lapse of options | - | - | (104,282) | - | - | 104,282 | - |
| Total transactions with shareholders | 708,243 | 2,598,246 | (104,282) | - | - | 104,282 | 3,306,489 |
|
| | | | | | | |
| At 31 December 2023 (Audited) | 8,548,460 | 21,210,144 | 2,190,753 | 190,000 | (254,325) | (24,842,895) | 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 | 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 | 2,190,753 | 190,000 | (291,328) | (25,730,467) | 6,126,173 |
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
| |
| 6 months to 30 June 2024 | 6 months to 30 June 2023 | 12 months to 31 December 2023 |
|
|
| £ | £ | £ |
|
| Note | (Unaudited) | (Unaudited) | (Audited) |
| | | | | |
| Cash flow from operating activities |
|
| | |
| | | | | |
| Loss for the period | | (887,572) | (411,145) | (1,785,545) |
| | | | | |
| Finance income | | (2) | - | (2) |
| Expenses settled in shares | | 8,612 | 8,540 | 32,484 |
| Loss on property, plant and equipment | | 189 | - | 1,770 |
| Depreciation | | 2,867 | 4,158 | 7,317 |
| Foreign exchange rate changes | | 33,735 | (31,525) | (40,854) |
| |
| (842,171) | (429,972) | (1,784,830) |
| |
|
|
|
|
| Decrease / (Increase) in trade and other receivables | | 1,609,847 | (41,258) | (1,671,558) |
| (Decrease) / Increase in trade and other payables | | (151,400) | (5,793) | 97,949 |
| Net cash flow used in operating activities |
| 616,276 | (477,023) | (3,358,439) |
|
|
|
|
|
|
| Cash flow from investing activities | | | | |
| Exploration expenditure | | (536,545) | (299,542) | (681,668) |
| Acquisition of property, plant and equipment | | (1,583) | (1,940) | (2,147) |
| Property, plant and equipment sale proceeds | | - | - | 1,837 |
| Interest received | | 2 | - | 2 |
| Net cash used in investing activities |
| (538,126) | (301,482) | (681,976) |
|
|
|
|
|
|
| Cash flow from financing activities | | | | |
| Proceeds from issuance of ordinary shares | 6 | - | 879,998 | 4,380,286 |
| Share issue costs | 6 | - | (105,810) | (323,551) |
| Net cash generated by financing activities | | - | 774,188 | 4,056,735 |
|
|
|
|
|
|
| Net Increase/ (decrease) in cash and cash equivalents |
| 78,150 | (4,317) | 16,320 |
|
|
|
|
|
|
| Cash and cash equivalents at the beginning of the period / year | | 436,575 | 420,255 | 420,255 |
| | | | | |
| Cash and cash equivalents at the end of the period / year |
| 514,725 | 415,938 | 436,575 |
ROCKFIRE RESOURCES PLC
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
1 Principal activities
The Company is a public limited company, admitted to trading on AIM and incorporated and domiciled in England and Wales.
The Group's principal activities continue to be exploration for precious metals , base 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 2024. 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 2023.
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 2023.
The financial statements incorporate the financial statements of the Company and subsidiaries controlled by the Company as at 30 June 2024.
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 2023 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 2023 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 £887,572 (30 June 2023: £411,145) and a weighted average number of ordinary shares in issue of 2,555,475,805 (30 June 2023: 1,508,396,608).
5 Trade and other receivables
|
| | As at 30 June 2024 | As at 30 June 2023 | As at |
|
| | £ | £ | £ |
| Current assets |
| | | |
| Trade and other receivables | | 99,300 | 95,823 | 1,732,419 |
As at 31 December 2023 other receivables comprised standard prepayments and additionally an amount of £1,568,744 relating to US$2,000,0000, being the initial consideration for 10% shareholding in Emirates Gold DMCC and Emperesse Bullion LLC paid in September 2023. This transaction did not complete due to the Foreign, Commonwealth & Development Office of the United Kingdom imposing sanctions on Paloma and therefore Rockfire withdrew from the agreement. The full amount of US$2,000,000 was due back to the Company with the full amount received by the Company on 1 February 2024. There were no such balances held as at 30 June 2024 or 30 June 2023.
6 Share capital
| | | 30 June 2024 | 30 June 2023 | 31 December 2023 |
| Issued share capital | | Number | Number | Number |
| Ordinary shares of £0.001 each | | 2,555,866,625 | 1,844,547,293 | 2,552,791,046 |
| Deferred shares of £0.099 each | | 51,215,534 | 51,215,534 | 51,215,534 |
| | | | | |
| | | 30 June | 30 June | 31 December 2023 |
| Issued share capital | | £ | £ | £ |
| Fully paid | | 8,551,535 | 7,840,217 | 8,548,460 |
| | | 8,551,535 | 7,840,217 | 8,548,460 |
Ordinary shares
| | | 30 June 2024 | 30 June 2023 | 31 December 2024 |
| | | Number | Number | Number |
| Allotted, called up and fully paid | | | | |
| At 1 January | | 2,552,791,046 | 1,439,739,067 | 1,439,739,067 |
| Issued for cash | | - | 400,000,000 | 1,100,000,000 |
| Issued in settlement of fees | | 3,075,579 | 4,808,226 | 13,051,979 |
| At 31 December | | 2,555,866,625 | 1,844,547,293 | 2,552,791,046 |
Share capital
| | | 30 June 2024 | 30 June 2023 | 31 December 2024 |
| | | £ | £ | £ |
| Allotted, called up and fully paid | | | | |
| At 1 January | | 8,548,460 | 7,435,409 | 7,435,409 |
| Issued for cash1 | | - | 400,000 | 1,100,000 |
| Issued in settlement of fees | | 3,075 | 4,808 | 13,051 |
| At 31 December | | 8,551,535 | 7,840,217 | 8,548,460 |
1In the period ended 30 June 2024 includes issue costs of £Nil (30 June 2023: £105,810; 31 December 2023: £323,551).
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.
7 Farm-in Agreement
On 20 January 2023, the Company announced that it had entered into a Farm-in Agreement with Sunshine Gold Limited to advance the Plateau gold deposit in Queensland, Australia. The agreement will result in Sunshine Gold Limited sole-funding exploration at Plateau for 3 years, with funding being engaged on direct exploration activity.
The agreement includes the Lighthouse Project exploration permit tenement EPM25617 and the adjoining Kookaburra exploration permit tenement EPM26705 in Queensland. As at 30 June 2024 these tenements accounted for £1,541,263 (31 December 2022: £1,630,604) 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 Gold Limited 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 Gold Limited will acquire the corresponding participating interest in the tenements. Up until the point Sunshine Gold Limited reaches the Stage 1 milestone, Sunshine Gold Limited will have no participating interest in the tenements.
| Stage | Milestone | Total participating interest earned by Sunshine at end of stage | Time frame |
| 1 | Sunshine Gold Limited has sole funded AUD $600,000 in expenditure. | 40% | Maximum of 1 Year from execution date. |
| 2 | Sunshine Gold Limited has sole funded a further AUD $600,000 in expenditure. | 51% | Maximum of 2 years from execution date. |
| 3 | Sunshine Gold Limited has sole funded a further AUD $1,000,000 in expenditure. | 75% | Maximum of 3 years from execution date |
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.
In accordance with the Lighthouse Farm-in Agreement dated 20 March 2023, a minimum expenditure of A$600,000 was required to be spent by Sunshine for the first 12-month period following the signing of the agreement.
Only A$364,671 was expended on the 2 licences by Sunshine, comprising A$329,825 for EPM25617 (Lighthouse) and A$34,846 for EPM26705 (Kookaburra). This resulted in a shortfall of A$235,329 to satisfy the minimum spend requirements.
Rockfire wrote to Sunshine on 10 April 2024 to inform them that Rockfire was willing to accept that this shortfall in expenditure may be met in the following period, being Stage 2 of the agreement. This has resulted in the minimum expenditure for Stage 2 (to 20 March 2025) being A$1.2m + A$235,329.
8 Post balance sheet events
On 5 July 2024, Rockfire announced the appointment of Thomas Geissler as an Executive Director of the Company. Thomas Geissler is the major shareholder of TPM. TPM is interested in 315,600,000 shares in the Company, representing 12.35% of the Company's current issued share capital.
Thomas Geissler is an experienced professional in the precious metals industry, with over 10 years of experience. Thomas has worked internationally and held various senior positions, particularly at the philoro group of companies. Thomas' roles have included managing regional operations, developing scrap gold businesses and establishing international bullion trading ventures. Thomas is also the founder and managing director of TPM. Thomas has a degree in law and economics from the University of Salzburg.
On 4 September 2024, Rockfire announced a JORC Mineral Resource upgrade of 500% at the Molaoi zinc/silver/lead deposit in Greece. This new resource has surpassed all expectations and places Molaoi within the top 20 undeveloped zinc resources globally in terms of tonnage, grade and zinc equivalent metal content. The Inferred JORC Resource estimation for Molaoi is: 15.0 million tonnes @ 7.26 % Zn, 1.75 % Pb and 39.5 g/t Ag (9.96 % zinc equivalent). Molaoi contains 1,090,000 tonnes of zinc, 260,000 tonnes of lead, and 19.1 million ounces of silver. Molaoi also contains one of the world's geologically rare critical metals, germanium. A preliminary germanium quantity, which does not comply with the requirements of the JORC Code has been calculated at: 4.8 million tonnes @ 21.9 g/t Ge (105,700 kilograms germanium).
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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