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RNS Number : 7646Q
Red Rock Resources plc
01 March 2021
Red Rock Resources plc
("Red Rock" or the "Company")
Notice of General Meeting
1 March 2021
Rock Resources Plc, the natural resource development company,
with interests in gold, copper, cobalt, manganese and other
minerals, announces that a Notice of General Meeting ("GM"), has
today been published and posted to shareholders, except for those
shareholders who have elected to receive documents in electronic
form and who will have received an e-mail notification.
The GM is to be held at the Company's business address, We Work,
71-91 Aldwych House, London, WC2B 4HN on Friday 19 March 2021 at
1:00 pm.
As a result of COVID-19, the Company would like to advise
shareholders that, in accordance with the UK Government's measures
to restrict gatherings, physical attendance in person by
shareholders of the Company will not be possible and the GM will be
held as a closed meeting.
Shareholders will not be permitted to attend the GM in person
and are strongly encouraged to submit their proxy vote, appointing
the Chairman of the meeting as their proxy in advance of the
meeting to ensure that their votes are registered . The Company
will continue to monitor the situation and issue updates as
necessary.
A copy of the Notice of GM, Form of Proxy, and other materials
is available on the Company's website at www.rrrplc.com
BACKGROUND TO THE GENERAL MEETING
Kansai Transaction
Under an agreement announced on 15 June 2018 the Company
acquired the 25% interest in the Company's mineral licenses in
Kenya still held by Kansai Mining Corporation Limited for a
consideration the principal part of which was the payment of
$2,500,000 within a short period after restoration or re-grant of
the licenses. The restoration of these licenses was announced by
the Company on 17(th) August 2020. Kansai has been paid $1,000,000
in cash and has exercised an option to be paid the balance in the
Company's ordinary shares. Kansai have agreed to take ordinary
shares and warrants on the same terms as those agreed under the
placing announced on 12 February 2021.
The Company is therefore seeking the approval of its
shareholders for:
1. the issue of 50,775,000 non-tradeable warrants with a life of
two years and an exercise price of 2 pence to be issued to Kansai
or its nominees on the basis of one warrant for each two Shares
forming part of the Issue (the "Kansai Warrants"); and
2. the issue of 101,550,000 ordinary shares in respect of the
final payment in relation to the Kansai transaction as noted above
(the "Kansai Transaction Shares").
The Warrants
On 12 February 2021 the Company announced a placing of new
ordinary shares of 0.01 pence for cash at a price of 1.05 pence a
share, to raise GBP1,000,000 before expenses. The Company stated
that, subject to the approval of shareholders in general meeting,
warrants with a life of two years from the date of issue
convertible into ordinary shares at an exercise price of 2 pence
per share would be issued on the basis of one warrant for every two
placing shares.
If these warrants (the "ETX Warrants") were to be exercised in
full, it would result in the issue of a further 47,619,047 new
ordinary shares.
The Resolutions
The following resolutions are being proposed at the EGM:
1. Resolution 1 - Directors' authority to generally allot shares
This is an ordinary resolution to grant the Directors to
authority to allot and issue shares and grant rights to subscribe
for shares in the Company for the purposes of Section 551 of the
Companies Act 2006 (the "Act") up to a maximum aggregate nominal
amount of approximately GBP20,000, being the amount that is 18.7%
of the current issued share capital of the Company. This amount
also includes the issue of the Kansai Transaction Shares and the
issue of new ordinary shares pursuant to the potential exercise of
the Kansai Warrants and the ETX Warrants.
2. Resolution 2 - General disapplication of pre-emption rights
This is a special resolution to disapply the statutory rights of
pre-emption in respect of the allotment of equity securities for
cash under Section 561(1) of the Act. The resolution authorises the
Directors to issue equity securities as continuing authority up to
an aggregate nominal amount of GBP20,000, being the amount that is
equal to 18.7% of the current issued share capital of the Company.
This amount also includes the issue of the Kansai Transaction
Shares and the issue of new ordinary shares pursuant to the
potential exercise of the Kansai Warrants and the ETX Warrants.
For further information, please contact:
Andrew Bell 0207 747 9990 Chairman Red Rock Resources Plc
Scott Kaintz 0207 747 9990 Director Red Rock Resources Plc
Roland Cornish/ Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited
Mark Treharne 0203 700 2500 Broker Pello Capital Limited
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