ROCK Rockfire Resources Plc

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

7 March 2025

Rockfire Resources plc

("Rockfire" or the "Company")

Notice of General Meeting

Rockfire Resources plc (LON: ROCK), the gold, base metal and critical mineral exploration company, announces that a General Meeting of the Company ("GM") will be held electronically at 9:30am (GMT) on Friday, 28th March 2025.

In accordance with clause 22.7 of the Articles of Association, the GM will be an electronic only GM. To attend by electronic means, shareholders must register their proposal to attend at info@rockfire.co.uk. Once registered, the  Company will provide the link to access the meeting.

All resolutions at the GM will be decided on a poll. Shareholders will still be able to vote in advance of  the GM by proxy. To ensure that their vote counts, shareholders should only appoint the Chairman of the GM to act as their proxy. Details of how to submit a proxy are set out below.

Questions on the business of the meeting should be submitted in writing in advance, to the Company Secretary at C/o MSP Company Secretarial Eastcastle House, 27-28 Eastcastle Street,London United Kingdom W1W8DH or by email to info@rockfire.co.uk.

The board is requesting permission for an elevated level of authority to ensure the Company has sufficient flexibility to explore multiple opportunities to grow the Company towards a positive cash flow. This growth ambition includes the Molaoi Zinc Project and several potential opportunities.

The new authorities being sought represent 72.8% of the Company's current issued share capital. Shareholders should note that this is a similar level of authorities that were sought by the Company in November 2023. 

ORDINARY RESOLUTION

1 - THAT, in substitution for all existing and unexercised authorities, the Directors be and they are hereby generally and unconditionally authorised for the purpose of Section 551 of the Companies Act 2006 ('the Act') to exercise all or any of the powers of the Company to allot equity securities (within the meaning of Section 560 of the Act) up to a maximum nominal amount of £3,000,000 provided that this authority shall, unless previously revoked or varied by the Company in general meeting, expire on the earlier of the conclusion of the next Annual General Meeting of the Company or 30 June 2025, unless renewed or extended prior to such time except that the Directors of the Company may before the expiry of such period make an offer or agreement which would or might require equity securities to be allotted after the expiry of such period and the Directors of the Company may allot equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

SPECIAL RESOLUTION

2 - THAT, in substitution for all existing and unexercised authorities and subject to the passing of Resolution 1, the Directors of the Company be and they are hereby empowered pursuant to Section 570 of the  Companies Act 2006 ('the Act') to allot equity securities (as defined in Section 560 of the Act) pursuant to the authority conferred upon them by Resolution 1 as if Section 561(1) of the Act did not apply to any such allotment provided that the power conferred by this Resolution, unless previously revoked or varied by special resolution of the Company in general meeting, shall be limited:

(a)           to the allotment of equity securities in connection with a rights issue or other pre-emptive issue in favour of ordinary shareholders where the equity securities respectively attributable to the interest of all such shareholders are proportionate (as nearly as may be) to the respective numbers of the ordinary shares held by them subject only to such exclusions or other arrangements as the Directors may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory; and

(b)          to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities or the grant of a right to subscribe for, or to convert; any equity securities into ordinary shares in the Company, up to an aggregate nominal amount of £3,000,000 in respect of any other issues for cash consideration;

and shall expire on the earlier conclusion of the next Annual General Meeting of the Company or 30 June 2025 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

Recommendation

The Board believes that the resolutions contained in the Notice of GM are in the best interests of the Company and shareholders as a whole and recommends you to vote in favour of them, as your Directors intend to do in respect of their beneficial shareholdings.

The new authorities being sought represent 72.8% of the Company's current issued share capital.

The Notice of GM and Form of Proxy will be posted to Shareholders on Tuesday 11 March 2025 and copies will also be made available on the Company's website at www.rockfireresources.com.