Rockfire Resources PLC Notice of General Meeting (7996Y)

TIDMROCK

RNS Number : 7996Y

Rockfire Resources PLC

11 September 2020

11 September 2020

Rockfire Resources plc

("Rockfire" or the "Company")

Notice of General Meeting

Rockfire Resources plc (LON: ROCK), the gold and base metal-focused resource company, announces that it has posted to shareholders a notice convening a general meeting of the Company (the "General Meeting") to be held at 9.15 a.m. BST at Unit 302, 1 Sylvan Avenue, Balgowlah NSW, 2093, Australia on 29 September 2020. The General Meeting has been convened for shareholders to consider proposed amendments to the Company's articles of association and to renew the authorities to allow the directors to issue ordinary shares for cash on a non-pre-emptive basis.

Arrangements for the General Meeting

In light of the impact of COVID-19 and following the advice by the UK Government of compulsory measures prohibiting, amongst other things, public gatherings of more than two people, ("Stay at Home" rules), and measures being adopted in Australia, it will not be possible to hold an open General Meeting with shareholders in attendance. As a result, the Company will not be able to grant entry to anyone seeking to attend the General Meeting in person.

The Company will convene the General Meeting with the minimum quorum of two officers, in accordance with its articles of association. The General Meeting will comprise only the formal votes for each resolution set out in the Notice of General Meeting and shareholders are strongly encouraged to vote via completion of a Form of Proxy. Full details of how to complete the Form of Proxy are contained in the Notice of General Meeting. Shareholders are strongly advised to appoint the chairman of the meeting as your proxy to ensure your vote is counted. The chairman of the meeting will direct that all resolutions will take place by way of a poll, rather than on a show of hands. The voting results of the proposed resolutions will be announced by the Company and will be made available on the Company's website as soon as possible after the conclusion of the General Meeting

Resolutions to be proposed at the General Meeting

Proposed changes to the Articles of Association

In light of the ongoing Covid-19 pandemic, restrictions on gatherings and "stay at home" rules the Company is proposing to amend the provisions within its Articles of Association (the "Articles") relating to general meetings of the Company, including the way in which they can be convened, the quorum necessary to hold a general meeting, and the manner in which they can be held. If the new Articles are approved at this meeting, it will ensure the Company can hold a physical, hybrid or virtual meeting at any time in the future given the uncertainty of the duration of the Covid-19 pandemic. Currently, a virtual meeting of members can only be held due to the UK Government enacting legislation to approve such meetings. However, that legislation only allows companies to hold virtual meetings up to 30 September 2020.

The Company has also taken this opportunity to make a number of minor changes, including grammatical changes to the new Articles of Association and to update the Articles with the change in name to Rockfire Resources plc.

The proposed new Articles of Association will be sent to shareholders with the Notice of General Meeting.

Renewal of share authorities

The Company is seeking shareholder approval to renew its share authorities to allow directors to issue up to GBP250,000 of nominal value as ordinary shares in the Company for cash, on a non-pre-emptive basis. The Company is seeking to do this as it believes it is prudent to have sufficient capacity to raise funds at short notice if the opportunity arises. The Company has recently raised sufficient funds for its current exploration programme and the new authority is being sought to provide flexibility for management to rapidly accelerate exploration activity and/or new project acquisition opportunities should this be required in the future.

For further information on the Company, please visit www.rockfireresources.com or contact the following:

 
Rockfire Resources plc                        [e-mail] 
 David Price, Chief Executive Officer 
Allenby Capital Limited (Nominated Adviser    Tel: [phone] 
 and Broker)                                   5656 
Corporate Finance: John Depasquale / Asha 
 Chotai 
 Equity Sales: Matt Butlin / Guy McDougall 
Yellow Jersey                                 [e-mail] 
Sarah Hollins / Henry Wilkinson / Faye Calow  Tel: [phone] 
                                               9512 
 

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September 11, 2020 10:32 ET (14:32 GMT)