Company Registration No. 07791328
Rockfire Resources plc
Annual Report 2022
ROCKFIRE RESOURCES PLC
CONTENTS
Company Information
Chairman’s Statement
Directors’ Biographies
Strategic Report
Directors’ Report
Corporate Governance Statement
Independent Auditor’s Report
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Company Statement of Financial Position
Consolidated Statement of Changes of Equity
Company Statement of Changes in Equity
Consolidated Statement of Cash Flows
Company Statement of Cash Flows
Notes to the Financial Statements
Page
1
2
7
8
18
21
29
34
35
36
37
38
39
40
41
Throughout this Annual Report, “Rockfire”, “Rockfire Resources” or “the Company” means Rockfire Resources
plc and “the Group” means the Company and its subsidiaries.
ROCKFIRE RESOURCES PLC
COMPANY INFORMATION
Directors
Secretary
Gordon Hart
David Price
Ian Staunton
Patrick Elliott
Nicholas Walley
Graeme Hogan
Company registration number
07791328
Registered office
Nominated advisor and broker
Solicitors
Independent auditor
Registrar
201 Temple Chambers
3-7 Temple Avenue
London
EC4Y 0DT
Allenby Capital Limited
5 St Helen’s Place
London
EC3A 6AB
Thursfields LLP
9-10 The Tything
Worcester
WR1 1HD
Fladgate LLP
16 Great Queen Street
London
WC2B 5DG
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London
E14 4HD
Share Registrars Limited
The Courtyard
17 West Street
Farnham, Surrey
GU9 7DR
1
ROCKFIRE RESOURCES PLC
CHAIRMAN’S STATEMENT
Rockfire has had a remarkable year of outstanding achievement. The Company has, in a very short space of time,
delivered a JORC gold resource, a JORC silver resource, a JORC copper resource and now a JORC zinc/lead
resource into its portfolio. This has resulted in creating diverse material value across the Company's project base.
Rockfire is in an enviable position of having accumulated JORC resources of:
•
•
•
130,000 ounces of gold and 800,000 ounces of silver at Plateau;
120,000 tonnes of copper equivalent at Copperhead (comprising 80,000 tonnes of copper, 9,000 tonnes
of molybdenum and 1.1 million ounces of silver); and
250,000 tonnes of zinc equivalent at Molaoi in Greece (comprising 210,000 tonnes of zinc, 39,000
tonnes of lead, and 3.5 million ounces of silver).
2022 saw the Company focus its financial and human resources on the Molaoi zinc/lead/silver deposit in Greece.
This decision was made owing to the very high grades attained at Molaoi in historical drilling. In addition to this,
Molaoi benefits from vast amounts of historical exploration expenditure, which resulted in the drilling of 173 diamond
holes, two rounds of metallurgical test work, a financial and technical feasibility study as well as the development
of a portal and decline to the orebody. Molaoi represents a very advanced project and Rockfire is aiming to achieve
underground production within the next 3 years.
As we strive to complete our confirmatory and in-fill drilling during the next 12-month period, our team is
preparing for environmental and feasibility studies which we hope to commence towards the end of the next
financial period.
I would like to congratulate our excellent teams in Greece and Australia who have worked tirelessly during the
year to complete so many milestones. These include:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Winning the tender for Molaoi
Achieving a Maiden JORC resource at Copperhead (64 MT @ 0.19 % CuEq (120,000 tonnes of CuEq.)
Reanalysing the old drill core at Molaoi
Discovering germanium at Molaoi
Achieving a Maiden JORC at Molaoi (2.3 MT @ 11 % ZnEq. for 250,000 tonnes of ZnEq.)
Hosting a technical site visit by the Company’s nominated advisor and broker, Allenby Capital
Completing the submission of an Environmental Study
Applying for, and being accepted into ERMA (European Raw Materials Alliance)
Identifying all landowners and completing initial consultations at Molaoi
Commencing our field-based exploration activity at Molaoi
Achieving excellent recoveries of zinc (89%) and lead (74%) from metallurgical tests
Achieving commercially saleable grades of zinc (57% Zn), silver (856 g/t Ag), lead (63.6% Pb)
germanium (117 g/t Ge), copper (2.62% Cu) and gold (0.52 g/t Au) at Molaoi
Completing the lease of a 10Ha parcel of land on top of the Molaoi resource
Successfully changing the sole trading Hellenic Minerals IKE to a publicly unlisted Hellenic Minerals SA
company structure after the acquisition by Rockfire
Providing 4 x defibrillators to each of the public schools in Molaoi as part of the Company’s Health,
Safety and Environment plan
Smooth and on-time commencement of diamond drilling at Molaoi
Location and excavation of the old portal site
Locating and sampling very high zinc, lead and silver grades from old shafts and outcrop
Successfully encountering massive sulphides in the first geotechnical drill hole at Molaoi at the predicted
position
Signing a lease over a parcel of land suitable for core processing/site office/equipment storage
I proudly present to you, the Annual Report for Rockfire Resources for the financial year ended 31 December 2022
and look forward to a very successful 2023 for all our shareholders.
Administration
The Company returned to in-person and hybrid meetings, including board meetings and presentations to investors
during the year. The Company held its Annual General Meeting as a hybrid virtual/gathered meeting. Owing to
geographical diversity, all board meetings throughout the year were held remotely, with directors meeting at least
once a month (and often more regularly) throughout the year.
2
ROCKFIRE RESOURCES PLC
CHAIRMAN’S STATEMENT
Financial review
The consolidated statement of comprehensive income for the year shows a loss of £614,329 (2021: loss £907,783).
Rockfire is very proud that it was able to restrict its raising of exploration funds to only one fundraise during the
calendar year and still achieve so much exploration success.
On 17 October 2022, the Company announced that it had successfully completed a subscription of new ordinary
shares in the Company, raising gross proceeds of £375,000. This subscription was through the Company's sole
broker, Allenby Capital Limited, and comprised 240,000,000 new ordinary shares of 0.1 pence each in the
Company being placed with an institutional investor, at an issue price of 0.125 pence per share.
In addition, certain Rockfire employees including several Directors subscribed for an aggregate of 60,000,000 new
ordinary shares at the same issue price. In total, 300,000,000 new ordinary shares were issued pursuant to the
subscription.
The total issue represented approximately 20.87 per cent. of the enlarged issued share capital of the Company at
the time.
On 1 June 2023, the Company announced that it had successfully raised £880,000, before expenses, through
Paloma Precious DMCC subscribing for 400,000,000 new ordinary shares of 0.1 pence each at a price of 0.22
pence per share, representing approximately 21.7 per cent. of the issued share capital of the Company as enlarged
by the subscription.
Exploration review
Molaoi, Greece
Rockfire’s exploration activities for 2022 started very positively with an announcement on 8 March that it had won
an Open International Tender for the exploration and exploitation rights to the high-grade Molaoi zinc deposit in
Greece. Winning the tender provided Rockfire with 100% ownership of a 30-year licence to explore and mine the
Molaoi deposit, located in the Peloponnese region of Greece. Molaoi is an outstanding high-grade zinc deposit,
and Greece offers a low-risk jurisdiction with a modern mining legislation and an active and progressive mining
industry making it an attractive destination for the Company.
Successfully verifying the high grades reported by previous explorers provided a big step towards de-risking the
project and provided enormous encouragement for the team to move forward rapidly with resource expansion
plans.
The Molaoi project took an unexpected but very positive turn when it was announced to the market on 10 May
2022 that re-analysis of the historical drill core had discovered the presence of one of the world's critical metals,
germanium. Critical metals are metals deemed vital for world economies to continue to provide technology. The
supply of germanium is largely at risk due to geological scarcity. The European Union Environmental Agency
includes germanium in the top 20 raw materials which have been identified by the European Commission as being
critical metals owing to risk of supply shortages.
The team successfully delivered a maiden inferred mineral resource estimate for Molaoi in May 2022. The mineral
resource surpassed all expectations and demonstrated the quality and potential of the project. The inaugural JORC
resource estimation for Molaoi delivered an inferred mineral resource of 2.3 million tonnes @ 11 % ZnEq. for
250,000 tonnes of ZnEq. Using a 4% low-grade cut, individual elemental grades are 9.4 % Zn, 1.7 % Pb and 47
g/t Ag. This resulted in 210,000 tonnes of zinc, 39,000 tonnes of lead and 3.5 million ounces of silver being included
in the maiden resource.
Importantly, only 1,400 m of a potential strike extent of 7 km has been included in the resource and the resource
remains open at depth and along strike. In addition to this, multiple parallel mineralised lodes are not included in
the resource and are yet to be fully tested. The presence of parallel lodes may add materially to the resource in
future estimates.
Results of metallurgical tests commissioned by Rockfire report excellent recoveries of zinc (89%) and lead (74%).
Commercially saleable grades of zinc (57% Zn), silver (856 g/t Ag), lead (63.6% Pb), germanium (117 g/t Ge),
copper (2.62% Cu) and gold (0.52 g/t Au) are readily achieved at Molaoi.
Rockfire was delighted to announce in November 2022 that geotechnical drilling was underway in Greece. An initial
4 holes (for a total of 840m) are planned to be drilled within the main mineral resource of 2.3Mt @ 11% zinc
equivalent. These initial 4 geotechnical holes are expected to be followed by more holes to gather geotechnical
3
ROCKFIRE RESOURCES PLC
CHAIRMAN’S STATEMENT
information throughout the 1.5km of the resource and beyond. The average depth of drilling is 210m with the
deepest hole planned to reach 270m below surface.
Both massive and semi-massive sulphides were encountered in Rockfire's first drill hole at a depth and position
predicted from historical drill data. Between 1979 and 1988, 173 diamond drill holes were drilled at Molaoi, as well
as metallurgical tests, a feasibility study and the development of a portal and decline to the orebody. The
Company's exploration and exploitation permit allows Rockfire to capitalise on this excellent work by the Greek
Government to help monetise the project in a timely manner.
Management considers Molaoi to be an outstanding base metal project, which we hope will grow to a globally
significant scale. The quality of the grades and quantity over the first 1,400 m strike extent is testimony to the
potential size of Molaoi, particularly if our planned exploration along strike proves to be successful.
Lighthouse, Queensland
The Lighthouse tenement includes the Plateau gold deposit, where an Inferred JORC resource has been drilled by
Rockfire of 3.9 million tonnes @ 1.1 g/t Au and 6.4 g/t Ag (0.5g/t cut-off), for 131,302 ounces of gold and 800,000
ounces of silver. The tenement also comprises the Cardigan Dam, Split Rock and Double Event prospects.
The Company completed soil and rock sampling during the year. A total of 557 soil samples were collected from
four sites within the Lighthouse tenement and results of this work returned strongly elevated gold results. Rockfire’s
management believes that the soil anomaly may present a target, based on high-grade gold-in-rock samples as
well. Ongoing mapping and rock sampling at Plateau identified multiple new targets close to the drilled JORC gold
resource. Seventeen (17) rock samples were collected, with results including 10.7 g/t Au, 3.2 g/t Au and 2.3 g/t Au.
The new targets combined could add material ounces to the already-defined gold resources.
Copperhead, Queensland
At the start of the reporting period, Rockfire had recently completed a diamond drilling programme and an update
to the market was provided on 20 January 2022. This update included assay results for the third diamond drill
hole (BCH003), which returned 370 m @ 0.20 % CuEq. from 57 m. Hole BCH003 significantly expanded copper
mineralisation by 100 m directly east of hole BCH001 and 200 m north of hole BCH002, resulting in another
significant increase in the footprint of the drilled copper-bearing area.
Based on drilling 5 deep diamond holes at Copperhead, Rockfire announced a maiden inferred JORC mineral
resource of 64 million tonnes @ 0.19% CuEq. for 120,000 tonnes of copper equivalent on 21 March 2022.
The mineral resource remains open to the north, east, west and at depth, leaving scope for significant, further
resource increases. With continued exploration success and expansion of the resource, Copperhead
demonstrates potential to form a low-cost, bulk-tonnage, open cut mining scenario.
Copper Dome
A three-dimensional interpretation of an airborne helicopter-supported magnetic survey had been commissioned
at the end of the previous reporting period to determine the characteristics of the magnetic response at depth. This
3D interpretation highlighted two large, strongly magnetic bodies lying approximately 500m below the surface.
These bodies were both characterised by long intervals of low-grade copper and gold immediately above them,
which had been discovered in historical RC drilling.
Copper Dome remains a highly prospective porphyry copper/gold target for Rockfire but no further work was
completed during the 2022 calendar year.
Material events and reviews since the end of 2022
Lighthouse, Queensland
Rockfire announced on 20 January 2023 that the Company has entered into a new joint venture ("JV") at the
Plateau gold deposit in Queensland, Australia. The purpose of the JV will be to test regional targets, as well as the
discovery of higher-grade gold, close to Rockfire's JORC resource.
• Rockfire has entered into a binding heads of agreement with Sunshine Gold Limited ("Sunshine") to
advance the Plateau gold deposit. Sunshine is listed on the Australian Stock Exchange (ASX:SHN)
•
The JV includes the Lighthouse tenement (EPM25617) and the adjoining Kookaburra tenement
(EPM26705) (together the "Tenements")
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ROCKFIRE RESOURCES PLC
CHAIRMAN’S STATEMENT
•
The JV will result in Sunshine sole-funding exploration at Plateau for the next 3 years, with funding being
engaged on direct exploration activity
• Rockfire intends to focus its financial, logistical and human resources on the Molaoi zinc deposit in Greece,
which hosts an Inferred, high-grade JORC resource of 2.3 million tonnes @ 9.4% zinc, 1.7% lead and
47g/t silver for 250,000 tonnes of zinc equivalent. The critical mineral, Germanium has also been
discovered, associated with zinc
•
The Plateau gold deposit has a quoted Inferred JORC resource of 3.9 million tonnes @ 1.1g/t gold and
6.4g/t silver, using a 0.5g/t Au cut off
• Sunshine will target potential for additional ounces in the top 100m from surface, where the JORC
resource is quoted as Indicated and Inferred 1.4 million tonnes @ 1.2g/t Au and 8.8g/t Ag, (using a 0.5g/t
Au cut off), for a total of 53,336 ounces of gold
• Regional targets within the Lighthouse tenement, including Double Event, Cardigan Dam, Bluff Creek,
Bullseye, Rollston River, Warrawee, Lower Lighthouse and Horse Creek will also be a focus for Sunshine
to delineate near-surface resources at each of these regional prospects
• Rockfire has the option to retain 25% ownership of the Plateau gold project by participating in 25%
expenditure in on-going exploration, or the Company may elect to convert its right over a 25% share of
the Tenements to a 1.5% net smelter royalty. With this structure, any discovery success by Sunshine will
directly benefit shareholders of Rockfire
The establishment of this joint venture is a positive step for the Plateau project and for Rockfire generally. The JV
enables our team to focus its efforts on the Molaoi project in Greece and allows for the advancement of Plateau at
the same time. The joint venture structure is designed so that Sunshine will sole-fund exploration costs on the
project with minimum allowance for administration costs.
Sunshine is an excellent JV partner with a proven track record of thorough and sustained drilling. The Sunshine
team is experienced and dedicated to discovery and Rockfire's management believes that Plateau is in good hands
with Sunshine as a quality partner.
•
The JV includes the Lighthouse project exploration permit EPM25617 and the adjoining Kookaburra
exploration permit EPM26705 in Queensland
• As at 30 June 2022, the Company's last announced financial statements, the Tenements accounted for
£1,569,459 of the Company'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
Until the point that Sunshine reaches the stage 1 milestone, Sunshine will have no participating interest in the
Tenements.
Stage
Milestone
Time frame
Total
participating interest
earned by Sunshine
at end of stage
1
2
3
Sunshine has sole funded
AUD $600,000 in expenditure
Sunshine has sole funded a
further AUD $600,000
in expenditure
Sunshine has sole funded a
further AUD $1,000,000
in expenditure
40%
51%
75%
Maximum of 1 Year
from execution date
Maximum of 2 years
from execution date
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.
5
ROCKFIRE RESOURCES PLC
CHAIRMAN’S STATEMENT
At the conclusion of stage 3, Rockfire 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.
Molaoi, Greece
On 23 January 2023, Rockfire announced that results from the Company's geotechnical drilling programme at the
Molaoi zinc deposit in Greece include multiple, high-grade intersections which demonstrates the quality of the
Molaoi deposit. Confirmation of multiple lodes provides an opportunity to significantly increase tonnage and will
potentially have a considerable positive impact on the future economics of the project.
MO_GTK_001 was drilled halfway between historical drill holes to provide sufficient sample for geotechnical test
work. Historical drilling encountered several possible parallel lodes and MO_GTK_001 confirms that Molaoi
comprises multiple lodes and perhaps as many as four stacked, high-grade lodes.
Main Lode
13.4% ZnEq. over 7.18m width, from 130.62m (11.3% Zn, 1.4% Pb and 50g/t Ag).
Second Lode
15.6% ZnEq. over 0.17m width, from 142.60m (14.3% Zn, 0.5% Pb and 41.80g/t Ag)
Third Lode
10.7% ZnEq. over 1.73m width, from 144.90m (8.3% Zn, 1.3% Pb and 62g/t Ag)
Fourth Lode
19.5% ZnEq. over 2.24 m width, from 161.10m (16.6% Zn, 3.1% Pb and 36g/t Ag)
Overall the main, second and third lodes comprise a broad mineralised zone with an intersection of 7.5% ZnEq.
over 16m width from 130.62m (6.2% Zn, 0.8% Pb and 31 g/t Ag).
The highest individual samples are 20.5% Zn and 93.4g/t Ag over 1.25m (from 132.15m depth) and 4.1% Pb over
1.0m (from 161.10m).
Core samples from the mineralised lodes will contribute towards a compilation sample to commence crushing and
grinding work index studies.
Assay results of this magnitude and width provide management with ever-increasing confidence that we can
proceed rapidly towards a resource upgrade and commence feasibility studies before the end of the 2023 calendar
year.
Share subscription
As mentioned above, on 1 June 2023, the Company announced that it had raised £880,000, before expenses,
through a subscription of 400,000,000 new ordinary shares.
We wish to thank all our shareholders for their continuing support as we build further value in our projects. With
gold, silver, copper, molybdenum, zinc and lead JORC resources, Rockfire is in an enviable position to capitalise
on this time of increasing commodity demand and rising prices.
Gordon Hart
Chairman
6 June 2023
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ROCKFIRE RESOURCES PLC
DIRECTORS’ BIOGRAPHIES
Gordon Hart, Chairman
Gordon has over 35 years of experience in the equity capital and financial advisory markets. He spent 12 years
from 2004 to 2016 as Managing Director of Venture Group Equities Pty. Ltd, where he advised on transactions
involving over US$300 million of funding. He is a graduate of the Australian Institute of Company Directors and has
a Graduate Diploma in Corporate Governance. Gordon brings a wealth of corporate knowledge, equities and
finance expertise and emerging company experience to Rockfire.
David Price, Chief Executive Officer and Managing Director
David is an experienced geologist and senior executive with over 30 years of experience in the global mining
industry and over 20 years’ experience in securing funding for exploration projects. David is a Fellow of the
Australasian Institute of Mining and Metallurgy (FAusIMM) and is a Competent Person for Mineral Exploration
under the guidelines of the JORC Code.
During his career, David has been involved with many resource projects. He was Country Manager for Danae
Resources during the drill-out and Pre-Approval Study of the Sappes gold project in Greece. He was the Senior
Consulting Geologist during the drill-out of Australia’s second-largest lithium resource at Earl Grey in Australia.
David has previously held senior roles in both listed and private resource companies, including CEO of Golden
Tiger Mining Limited, CEO of Convergent Minerals Limited and Managing Director of Millennium Mining Limited.
Ian Staunton, Non-executive Director
Ian has worked in the City of London for more than 40 years in a range of role, including Audit Partner, Corporate
Finance Partner and Equity Partner in various accounting firms. He is a retired Fellow of the Institute of Chartered
Accountants in England and Wales and has a Diploma in Corporate Finance. Having worked as Equity Partner and
Head of Capital Markets for Chantrey Vellacott DFK LLP and a Senior Equity Partner for Moore Stephens during
the last 25 years, Ian provides Rockfire with a strong level of accounting and audit experience. Such high-level
accounting, audit and compliance capability fulfils Rockfire’s ambition to broaden its corporate skill base and to
bring unparalleled experience and expertise from London onto the board. Ian is the Chairman of the Audit
Committee.
Patrick Elliott, Non-executive Director
Pat is an experienced resources and industrial company director. In a career spanning over 45 years, he has held
senior executive positions with Consolidated Gold Fields (Australia) Limited and Morgan Grenfell Australia Limited.
Pat has an MBA in Mineral Economics from Macquarie University and a B Comm from the University of New South
Wales. He has extensive management experience in various fields, including manufacturing, mineral exploration,
and oil and gas exploration. Pat is currently Executive Chairman of Cap-XX Limited and Chairman of Argonaut
Resources NL (an ASX-listed copper explorer). He is also a Non-Executive Director of Tamboran Resources
Limited and Kirrama Resources Limited (an unlisted explorer and developer of chromite and manganese projects
in Madagascar).
Nicholas Walley, Non-executive Director
Nicholas has a business background spanning multiple industries, including agriculture, property, construction,
plant hire, food and beverage packaging, leisure and charitable work. He has critical skills in logistics, infrastructure,
organisational management and sales.
7
ROCKFIRE RESOURCES PLC
STRATEGIC REPORT
Molaoi Zinc Project, Greece
Rockfire’s exploration activities for 2022 started very positively with an announcement on 8 March 2022 that it had
won an Open International Tender for the exploration and exploitation rights to the high-grade Molaoi zinc deposit
in Greece. Winning the tender provided Rockfire with 100% ownership of a 30-year licence to explore and mine
the Molaoi project, located in the Peloponnese region of Greece. Molaoi is an outstanding high-grade zinc deposit,
and Greece offers a low-risk jurisdiction with a modern mining legislation and an active and progressive mining
industry making it an attractive destination for the Company.
The Greek State drilled 173 cored diamond holes between 1979 and 1988, largely concentrated in a strike length
of 1.5 km long. Multiple, stacked, zinc-bearing layers have been mapped over a total strike length of 7 km, providing
enormous upside for additional expansion of zinc mineralisation. Some of the outstanding results from historical
drilling at Molaoi include:
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•
•
•
•
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10.4 m @ 10.63 % Zn, 1.45% Pb, & 62 g/t Ag (AN011, from 79 m)
15.0 m @ 11.94 % Zn, 1.96% Pb, & 66 g/t Ag (AN017, from 136 m)
7.0 m @ 14.96 % Zn, 2.13% Pb, & 63 g/t Ag (AN028, from 187 m)
7.0 m @ 19.17 % Zn, 2.89% Pb, & 76 g/t Ag (B010, from 43 m)
9.9 m @ 18.06 % Zn, 2.87% Pb, & 91 g/t Ag (B011, from 184 m)
2.8 m @ 26.51 % Zn, 1.87% Pb, & 80 g/t Ag (BG013, from 57 m)
Zinc mineralisation starts at surface and has been extensively drilled down to approximately 220 m, where 5.15 m
@ 10.8% Zn, 3.8% Pb, & 37g/t Ag was encountered. Mineralisation remains open at depth.
On 11 April 2022, the Company announced that the historical drill core had been located, photographed, and
sampled as part of the Company's technical due diligence of the Molaoi deposit. The core has been stored under
cover by the Greek Government and the original sampling intervals have been kept wrapped in plastic. This meant
that we have been able to sample the precise interval as that selected in the 1980's. A total of 51 samples of the
old core were taken to verify a spread of original assays ranging from 0.9% Zn to a maximum of 36.75% Zn. The
samples collected for re-assay were specifically selected to represent a spatial spread to include the entire 1.5 km
distance, where most of the historical drilling occurred.
The results of the core re-analysis were announced on 3 May 2022 and demonstrated that the core has successfully
verified the high grades reported by previous explorers, with zinc, lead and silver values closely replicating historical
analysis. This verification provided a big step towards de-risking the project and provided enormous
encouragement for the team to move forward rapidly with resource expansion plans.
The highest individual assay returned was 0.5 m @ 34.1 % Zn, 12.9 % Pb and 474 g/t Ag. Not all the core was
sampled and this individual sample is within a broader zone which was not resampled but grades 3 m @ 13.0 %
Zn, 4.6 % Pb and 159.8 g/t Ag feature in historical analysis.
The verification process formed part of Rockfire's technical Quality Assurance/Quality Control (QA/QC) which is an
important aspect of achieving an inaugural JORC resource estimate. Verification assays of this magnitude and
accuracy confirm the significance of the Molaoi project and contribute to overall de-risking of the project.
The Molaoi project took an unexpected but very positive turn when it was announced to the market on 10 May
2022 that re-analysis of the historical drill core had discovered the presence of one of the world's critical metals,
germanium, at Molaoi.
Critical metals are metals deemed vital for world economies to continue to provide technology. The supply of
germanium is largely at risk due to geological scarcity. The European Union Environmental Agency includes
germanium in the top 20 raw materials which have been identified by the European Commission as being critical
metals, owing to risk of supply shortages.
The weighted average grade of the 51 samples collected during the re-analysis of core is 51 grams per tonne (g/t)
Ge, with a peak value of 197 g/t Ge. 41% of samples returned germanium values above 50 g/t Ge.
Germanium is used in the manufacture of everyday technology including mobile phones, electronics, solar cells,
camera lenses, satellites, computer screens, as well as steering and parking sensors for vehicles. Germanium is
also used in numerous military applications including weapons-sighters (scopes) and infrared night vision.
8
ROCKFIRE RESOURCES PLC
STRATEGIC REPORT
A maiden inferred mineral resource estimate for Molaoi was announced on 23 May 2022. The mineral resource
surpassed all expectations and demonstrated the quality and potential of the project. The resource is reported in
accordance with the Joint Ore Reserve Committee ("JORC") Australasian Code (2012) for Reporting of Exploration
Results, Mineral Resources and Ore Reserves.
The inaugural JORC resource estimation for Molaoi delivered an inferred mineral resource of 2.3 million tonnes @
11 % ZnEq. for 250,000 tonnes of ZnEq. Using a 4% low-grade cut, individual elemental grades are 9.4 % Zn, 1.7
% Pb and 47 g/t Ag. This results in 210,000 tonnes of zinc, 39,000 tonnes of lead, and 3.5 million ounces of silver
being included in the maiden resource. Only 1,400 m of a potential strike extent of 7 km has been included in the
resource and the resource remains open at depth and along strike. In addition to this, multiple, parallel mineralised
lodes are not included in the resource, and are yet to be fully tested. The presence of parallel lodes may add
materially to the resource in future estimates.
Metallurgical flotation test work completed in 1984 resulted in 96% zinc recovery, 92% lead recovery and 91%
silver recovery into a bulk concentrate. These recovery factors were applied to the mineral resource to calculate
the resulting zinc equivalent tonnes and grade.
The top 40 m from surface were excluded from the mineral resource as Rockfire is planning underground mining
only to minimise social and environmental impacts. Germanium was not included in the maiden resource estimate
owing to limited quantitative analysis.
Management considers Molaoi to be an outstanding base metal project, which we hope will grow to a globally
significant scale. The quality of the grades and quantity over the first 1,400 m strike extent is testimony to the
potential size of Molaoi, particularly if our planned exploration along strike proves to be successful.
Geological mapping and rock sampling throughout the Molaoi licence commenced on 17 August 2022, with an
announcement on the same day detailing the initial work. Diamond drilling was being planned to target the
expansion of the maiden JORC resource.
A Greek exploration geologist and a local mining engineer were appointed in late July 2022 to conduct exploration
activities and prepare for drilling. A lease was signed for the Company to lease a core yard and field operations
office, both located on the exploration licence and close to the planned drilling at Molaoi. Further, as part of the
grant of the tender to Rockfire, a lease of a 10-acre (4.06 Ha) parcel of surface land at Molaoi was granted to the
Company. The private lease transferred to Rockfire includes the portal and decline to the historical underground
mine, developed during the late 1980s.
On 25 August 2022, Rockfire announced that preliminary metallurgical tests from Molaoi have returned excellent
recoveries and concentrate grades for zinc, silver, lead and germanium. Copper and gold have also reported to
the concentrates, adding high potential value to the future economics of the project. The metallurgical recoveries
and grades attained in this round of tests significantly reduce process recovery and marketing risk. Metallurgical
test work is being supervised by the Company’s metallurgical consultants, BHM Process Consultants Pty. Ltd.
("BHM") in Perth, Western Australia, using core drilled by the Greek Government.
Results of the metallurgical tests report excellent recoveries of zinc (89%) and lead (74%). Commercially saleable
grades of zinc (57% Zn), silver (856 g/t Ag), lead (63.6% Pb), germanium (117 g/t Ge), copper (2.62% Cu) and
gold (0.52 g/t Au) are readily achieved at Molaoi. Two flotation circuit tests were conducted, with zinc/germanium
(Concentrate 1) and lead/silver/copper/gold (Concentrate 2).
First-pass metallurgical recovery of zinc is 89%, with this figure likely to increase with more detailed tests. The
performance of the zinc system is reported by BHM as "excellent", with a product grade of 57% Zn concentrate
achieved in a single pass through a 3-stage flotation circuit. This is well above the desired product grade of 50%
Zn contained for a saleable concentrate.
Germanium reports to the zinc concentrate with a commercially competitive grade of 117 g/t Ge and is expected
to be recovered as part of the zinc concentrate. This is expected to be a valuable credit in the concentrate.
First-pass metallurgical recovery of lead is 74%, with this figure also expected to increase with more detailed test
work. The lead circuit recovery is at a greatly over-concentrated value of 63.6% Pb concentrate achieved in a single
pass through a 3-stage circuit configuration. This also far exceeds the market requirement of 40% - 50% Pb
contained for a saleable concentrate.
Silver recovery is 85.6% from the rougher tails, with 15.2% of the silver reporting through to the lead concentrate
at a grade of 856 g/t Ag, whilst copper and gold both reported to the lead concentrate with grades of 2.62% Cu and
0.52 g/t Au.
9
ROCKFIRE RESOURCES PLC
STRATEGIC REPORT
BHM expects that these recovery figures may be conservative as there is much metallurgical development and
many optimisation tests still to occur on the project. More definitive testing will be initiated using core obtained from
diamond drill core planned for later in the year. This work will include crushing, milling and abrasion work indices.
The Company announced on 2 November 2022 that the concrete entrance to the old underground portal and
decline has now been exposed by excavation. Discussions held with people closely associated with the mining
activity in the 1980s indicate that the mine was constructed with the use of steel and timber support beams. It's
therefore possible that the decline remains open and clear beyond the portal. The decline was constructed using
a 3.5m x 3.0m profile and varies in slope angle between an initial slope of 1:12 and steepening to a 1:7 rate of
decline lower in the decline.
Access agreements were signed in preparation for our initial drill programme which is planned to consist of 4
geotechnical holes. These holes are designed to gather information on ground conditions to feed into underground
mine design. These initial holes will also provide material for crushing and grinding work indexes and uniaxial
compressive strength (“UCS”) tests to measure the ability of the rock to withstand stress once mining commences.
Rockfire was delighted to announce on 21 November 2022, that geotechnical drilling was underway in Greece. An
initial 4 holes (for a total of 840m) are planned to be drilled within the main mineral resource of 2.3Mt @ 11% zinc
equivalent. These initial 4 geotechnical holes are expected to be followed by more holes to gather geotechnical
information throughout the 1.5km of the resource and beyond. The average depth of drilling is 210m d, with the
deepest hole planned to reach 270m below surface.
As part of the process to reach commercial extraction, the geotechnical tests for which this core will be used form
a critical stepping-stone on the path to feasibility. The first holes are designed to provide the following analytical
and geotechnical outcomes:
• Confirmatory analysis to ensure correlation with previous assay results;
•
•
•
To gather geotechnical orientation and structural data to refine the interpretation of the orebody at Molaoi;
To obtain core for UCS tests. These tests inform our mining engineers of rock strengths when loads are
applied/reduced in an actual mining scenario; and
To obtain sufficient core for crushing and grinding work indices. These tests determine the energy (and
therefore cost) of crushing and grinding the ore to a powder and will form a key component of a feasibility
study into the economics of the project.
High-grade results of rock samples taken from historic mullock (waste) dumps and surface outcrops were
announced to the market on 28 November 2022. Zinc up to 25% Zn, lead up to 16.8% Pb and silver up to 498g/t
Ag were returned in rocks from waste dumps and outcrop around old mine workings.
The highest results obtained are from the "Kalamaki" prospect, where the JORC resource of 2.3Mt @ 9.4% Zn,
1.7% Pb and 47g/t Ag is located. 9.3% Zn has been found in old workings at the "Fournos" prospect, approximately
1.5km north of the JORC mineral resource. Previous drilling by the Greek Government has encountered 3m @
8.4% Zn in diamond drill core at Fournos.
Zinc at 15.8% Zn has been found in old workings at the "Mesovouni" prospect, approximately 1.0km northwest of
the JORC resource. Previous drilling by the Greek Government had encountered 3m @ 6.7% Zn in diamond drill
core at Mesovouni. Similarly, 8.7% Zn, 5.2% Pb and 161g/t Ag has been found in outcrop to the north of the
"Gkagkania" prospect, approximately 1.5km northwest of the JORC resource. Previous drilling by the Greek
Government had encountered 7m @ 10.2% Zn in diamond drill core at Gkagkania.
Being from the spoils (waste) around the opening of old workings, it is testimony to the high grades of zinc, lead
and silver encountered during historical mining. Several high-grade results were obtained from outcrops with no
historical mining. This emphasises the quality of targets to the north and northwest of the main resource area.
On 12 December 2022, the market was informed that massive sulphides had been encountered in drilling at the
predicted depth and position.
Both massive and semi-massive sulphides were encountered in Rockfire's first drill hole at a depth and position
predicted from historical drill data. Between 1979 and 1988, 173 diamond drill holes were drilled at Molaoi, as well
as metallurgical tests, a feasibility study and the development of a portal and decline to the orebody. The
Company's exploration and exploitation permit allows Rockfire to capitalise on this excellent work by the Greek
Government to help monetise the project in a timely manner.
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ROCKFIRE RESOURCES PLC
STRATEGIC REPORT
Rockfire’s first hole at Molaoi (MO_GTK_001) lies between historical drill holes and will serve to provide core for
geotechnical test work to feed into a feasibility study. Massive sulphides occur between 130m and 134m, with semi-
massive and disseminated sulphides continuing for a further 11m, down to 145m. More disseminated sulphides
have also been encountered at 160m depth, which may represent a parallel lode beneath the main lode.
It is expected that sufficient mineralised core will be obtained to commence crushing and grinding work index
studies. These studies determine the energy (and therefore cost) required to crush and grind the mineralised rock.
The results from these studies are parameters required for technical and financial feasibility studies, which Rockfire
plans to commence as soon as possible.
Lighthouse, Queensland Australia
The Lighthouse tenement includes the Plateau gold deposit, where an Inferred JORC resource has been drilled by
Rockfire of 3.9 million tonnes @ 1.1 g/t Au and 6.4 g/t Ag (0.5g/t cut-off), for 131,302 ounces of gold and 800,000
ounces of silver. The tenement also comprises the Cardigan Dam, Split Rock and Double Event prospects.
On 11 April 2022, the Company announced that 557 soil samples had been collected from four sites within the
Lighthouse tenement and results of this work were released to the market on 21 June 2022. Soil sampling returned
strongly elevated gold results which outline a readily accessed and untested target at least 200 m long. The target
is outside the area included in the JORC resource. Gold-in-soil values as high as 0.67g/t were encountered, as well
as 2.3g/t silver. The soil anomaly is open along strike and extends beyond the limit of the sampling grid. Rockfire’s
management believes that the soil anomaly may present a target based on high-grade gold-in-rock samples as
well.
Ongoing mapping and rock sampling at Plateau identified multiple new targets close to the drilled JORC gold
resource and an announcement on 2 August 2022 confirmed that numerous faults have been identified. These
faults are believed to carry fluids rich in gold and are interpreted as structural controls on gold mineralisation,
including the Central Breccia and Eastern Breccia resources at Plateau. A new structural interpretation was
completed which highlighted areas where dilation and rotation of the rocks has occurred. This provides open space
within the rocks for heated and mineralised fluids to percolate through and deposit gold, silver and other metals.
Seventeen (17) rock samples collected during June 2022 outline two of the new exploration targets with results
including 10.7 g/t Au, 3.2 g/t Au and 2.3 g/t Au. Twenty-nine percent (29%) of the rock samples returned results
above 0.5 g/t Au, with more than 80% of results being above 0.1 g/t Au.
Rockfire continued to target additional near-surface, open-cut gold at Plateau. Soil sampling, rock sampling,
geological mapping and geophysics confirm the presence of additional gold targets close to the edges of an intruded
breccia (shattered rock), where the previously drilled 131,302 ounces of gold resource is positioned.
The new targets combined could add material ounces to the already-defined gold resources. With five new targets
showing similar surface grades and dimensions to those in the two resource areas, it is realistic to target multiples
of the resources already drilled.
Copperhead Porphyry Project, Queensland Australia
At the start of the reporting period, Rockfire had recently completed a diamond drilling programme and an update
to the market was provided on 20 January 2022. This update included assay results for the third diamond drill
hole (BCH003), which returned 370 m @ 0.20 % CuEq. from 57 m. Copper veins were observed throughout the
entire 429 m long drill hole. The drill hole finished in copper-bearing veins.
Within this broad zone a higher-grade interval of 50 m @ 0.35 % CuEq. occurs from 259 m downhole depth and a
more intensely veined interval of 22 m @ 0.41 % CuEq. has been intersected from 271 m downhole depth. Hole
BCH003 significantly expanded copper mineralisation by 100 m directly east of hole BCH001 (501m @ 0.14%
CuEq.), and 200 m north of hole BCH002 (357m @ 0,11% CuEq.), resulting in another significant increase in the
footprint of the drilled copper-bearing area.
Hole BCH003 is, to date, the highest-grade hole drilled at Copperhead and long intervals including 62m @ 0.3%
CuEq. is most encouraging. The grade variability is typical of large porphyry copper systems but importantly, the
footprint of copper mineralisation is expanding with each hole. This third hole significantly expands the volume,
and therefore tonnage, of the deposit.
Based on drilling 5 deep diamond holes at Copperhead, Rockfire announced a maiden inferred JORC mineral
resource of 64 million tonnes @ 0.19% CuEq. for 120,000 tonnes of copper equivalent on 21 March 2022.
11
ROCKFIRE RESOURCES PLC
STRATEGIC REPORT
Mineral Resource Statement (effective date 14th March 2022)
Cut-
off
(Grade
Cu Eq
%)
Resource
Category
Tonnage
(Mt)
Cu
Eq
%
Grade
Contained Metal
Cu
%
Mo
%
Ag (g/t)
Cu Eq
(Kt)
Cu
(Kt)
Mo
(Kt)
Ag (M oz)
0.13
Inferred
64
0.19
0.12 0.015
0.55
120
80
9.4
1.1
The mineral resource remains open to the north, east, west and at depth leaving scope for significant further
resource increases. The extent and tenor of mineralisation at Copperhead have yet to be fully tested. Copper
mineralisation starts at surface and continues for at least 400 m vertically below surface. With continued
exploration success and expansion of the resource, Copperhead demonstrates potential to form a low-cost, bulk-
tonnage, open-cut mining scenario.
Copper Dome
On 11 April 2022, it was announced that a landowner access and compensation agreement had been signed with
the landowner at the Copper Dome porphyry project in Queensland.
A three-dimensional interpretation of an airborne helicopter-supported magnetic survey had been commissioned
at the end of the previous reporting period to determine the characteristics of the magnetic response at depth. This
3D interpretation highlighted two large, strongly magnetic bodies lying approximately 500m below the surface.
These bodies were both characterised by long intervals of low-grade copper and gold immediately above them
which had been discovered in historical RC drilling.
Copper Dome remains a highly prospective porphyry copper/gold target for Rockfire, but no further work was
completed during the 2022 calendar year.
KEY PERFORMANCE INDICATORS (KPI’s)
The Board monitors KPI’s, which it considers appropriate for a group at Rockfire’s stage of development.
Financial KPI’s
During the year, the Board monitored the following KPI’s:
• Cash flow and working capital;
• Short-term and long-term cash flow models, which include variance analysis from original budgets.
RISK MANAGEMENT
The Board regularly reviews the risks to which the Group is exposed and ensures through its meetings and regular
reporting that these risks are minimised as far as possible.
The principal risks and uncertainties facing the Group at this stage in its development are
Exploration risk
The Group’s business has been primarily mineral exploration and evaluation which are speculative activities and,
whilst the Directors are satisfied that good progress is being made, there is no certainty that the Group will be
successful in the definition of economic mineral deposits, or that it will proceed to the development of any of its
projects or otherwise realise their value.
The Group aims to mitigate this risk when evaluating new business opportunities by targeting areas of potential
where there is at least some successful historical drilling or geological data available.
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ROCKFIRE RESOURCES PLC
STRATEGIC REPORT
Resource risk
All mineral projects have risk associated with defined grade and continuity. Mineral reserves and resources are
calculated by the Group in accordance with accepted industry standards and codes but are always subject to
uncertainties in the underlying assumptions which include geological projection and commodity price assumptions.
The Group reports mineral resources and reserves in accordance with the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves (‘the JORC Code’). The JORC Code is a professional
code of practice that sets minimum standards for public reporting of mineral exploration results, mineral resources
and ore reserves. Further information on the JORC Code can be found at www.jorc.org.
Environmental, landowner and native title risk
Exploration and development of a project can be adversely affected by environmental legislation and the
unforeseen results of environmental studies carried out during evaluation of a project. Once a project is in
production, unforeseen events can give rise to environmental liabilities.
Access and compensation agreements are required to be negotiated between the Company and the landowner at
each project. Queensland legislation provides an agreement template which may be modified by the Company and
the landowner. The Company cannot guarantee landowners will provide access, regardless of existing laws in
place to ensure such access is negotiated on fair terms.
Where native title exists, the Company obtains the necessary approvals for access and working programmes
according to legislation and the Company’s environmental, social and governance (“ESG”) programme.
The Group is currently in the exploration stage. Any disturbance to the environment during this phase is minimal
and is rehabilitated in accordance with the prevailing regulations of the countries in which we operate.
Financing and liquidity risk
The Group has an ongoing requirement to fund its activities through the equity markets and in the future to obtain
finance for project development. There is no certainty such funds will be available when needed. To date, Rockfire
has managed to raise funds primarily through equity placements despite the very difficult markets that currently
exist for raising funding in the junior mining industry.
Political risk
All countries carry political risk that can lead to interruption of activity. Politically stable countries can have enhanced
environmental and social permitting risks, risks of strikes and changes to taxation whereas less developed
countries can have in addition, risks associated with changes to the legal framework, civil unrest and government
expropriation of assets.
Bribery risk
The Group has adopted an anti-corruption policy and whistle blowing policy under the Bribery Act 2010.
Notwithstanding this, the Group may be held liable for offences under that Act committed by its employees or
subcontractors, whether or not the Group or the Directors had knowledge of the committing of such offences.
Insurance coverage
The Group maintains a suite of insurance coverage that is appropriate for the Group and Company. This is arranged
via a specialist mining insurance broker and coverage includes public and products liability, corporate and
professional, travel, property and medical coverage and assistance while Group employees and consultants are
travelling on Group business. This is reviewed at least annually and adapted as the Group’s scale and nature of
activities changes.
Internal controls and risk management
The Directors are responsible for the Group’s system of internal financial control. Although no system of internal
financial control can provide absolute assurance against material misstatement or loss, the Group’s system is
designed to provide reasonable assurance that problems are identified on a timely basis and dealt with
appropriately.
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ROCKFIRE RESOURCES PLC
STRATEGIC REPORT
In carrying out their responsibilities, the Directors have put in place a framework of controls to ensure as far as
possible that ongoing financial performance is monitored in a timely manner, that corrective action is taken and
that risk is identified as early as practically possible. The Directors review the effectiveness of internal financial
control at least annually.
The Board continuously monitors and upgrades its internal control procedures and risk management mechanisms
and assesses both for effectiveness during the annual review. This process enables the Board to determine if the
risk exposure has changed during the year. In order to assist the risk management function, the Company has a
risk management policy, which is reviewed annually. The Executive Directors report regularly to the Board on the
management of material business risks.
The Board, subject to delegated authority, reviews capital investment, property sales and purchases, borrowing
facilities, guarantees and insurance arrangements.
CORPORATE SOCIAL RESPONSIBILITY
The Board takes account of the significance of social, environmental and ethical matters affecting the business of
the Group. At this stage in the Group’s development the Board has not adopted a specific policy on corporate social
responsibility as it has a limited pool of stakeholders other than its shareholders. Rather, the Board seeks to protect
the interests of Rockfire’s stakeholders through individual policies and through ethical and transparent actions.
SHAREHOLDERS
The Directors are always prepared, where practicable, to enter into dialogue with shareholders to promote a mutual
understanding of objectives and outcomes. The Annual General Meeting provides the Board with an opportunity to
informally meet and communicate directly with investors.
ENVIRONMENT
The Board recognises that the Group’s principal activity, mineral exploration, has the potential to impact on the
local environment. To date, activities at the various projects have been limited to surveying and drilling activities
and the Group does comply with local regulatory requirements with regard to environmental compliance and
rehabilitation. The impact on the environment of the Group’s activities has the potential to increase should our
projects move into a development or production phase. This is currently assessed through baseline environmental
studies that are being undertaken and identifying resources needed to manage environmental compliance in the
future.
Given the Group’s size and scale it is not considered practical or cost effective to collect and report data on carbon
emissions.
EMPLOYEES
The Group engages its employees to understand all aspects of the Group’s business and seeks to remunerate its
employees fairly, being flexible where practicable. The Group gives full and fair consideration to applications for
employment received regardless of age, gender, colour, ethnicity, disability, nationality, religious beliefs,
transgender status or sexual orientation. The Group takes account of employees’ interests when making decisions
and welcomes suggestions from employees aimed at improving the Group’s performance.
The Group now operates in Queensland, Australia and Greece, where it recruits locally as many of its employees
and contractors as practicable..
SUPPLIERS AND CONTRACTORS
The Group recognises that the goodwill of its contractors, consultants and suppliers is important to its business
success and seeks to build and maintain this goodwill through fair dealings. The Group has a prompt payment
policy and seeks to settle all agreed liabilities within the terms agreed with suppliers. The Company encourages
best practice from suppliers and contractors with regards to environmental issues.
14
ROCKFIRE RESOURCES PLC
STRATEGIC REPORT
HEALTH AND SAFETY
The Board recognises that it has a responsibility to provide strategic leadership and direction in the development
of the Group’s health and safety strategy in order to protect all of its stakeholders. The Group does not have a
formal health and safety policy at this time. This is re-evaluated as and when the Group’s nature and scale of
activities change.
ENGAGEMENT WITH STAKEHOLDERS
The Board of Rockfire is proud of the high standard of corporate governance it has established and maintains. The
Board makes a conscious effort to understand the interests and expectations of the Company’s stakeholders, and
to reflect these in the choices it makes in its effort to create long-term sustainable success for our business.
Engagement with our shareholders and wider stakeholder groups, including employees, landowners, suppliers,
contractors and government agencies, plays a central role throughout Rockfire’s business. The Board is aware that
each stakeholder group requires a specific and unique engagement approach in order to create and maintain
effective, sustainable and mutually beneficial relationships.
The Board’s understanding of various stakeholder interests is factored into programme planning, boardroom
discussions, strategy and budgets to assess potential long-term impacts of our business on each group, and how
we might best address stakeholder expectations from our business.
Throughout this Annual Report, we provide examples of how we:
Take into account the likely consequences of long-term decisions;
Foster relationships with stakeholders;
•
•
• Understand our impact on our local communities and the environment; and
• Demonstrate the importance of behaving responsibly.
This engagement with stakeholders section forms our section 172 statement and should be read in conjunction
with other information included in this Annual Report. Section 172 of the Companies Act 2006 requires the Directors
to act in a way that they consider, in good faith, would most likely promote the success of the Company for the
benefit of its members as a whole, taking into account the factors listed in section 172.
The Directors continue to observe, plan for, and communicate the interests of the Company’s stakeholders,
including the impact of its exploration activities on local communities and the environment. Acting in good faith and
fairly between members, the Directors consider what is most likely to promote the success of the Company for its
members in the long term.
The Board regularly reviews its principal stakeholders and how it engages with each. Stakeholder expectations are
brought into the boardroom throughout the annual cycle through information provided by management and by direct
engagement with stakeholders themselves. The priority of each stakeholder group may increase or decrease,
depending on the degree of impact any decision may have on any particular stakeholder group. The Board
therefore seeks to consider the impact and priorities of each stakeholder group during its discussions and as part
of its decision making.
The table below sets out the key stakeholder groups, their interests and how Rockfire has engaged with them over
the reporting period. However, given the importance of stakeholder focus, long-term strategy and reputation, these
themes are also discussed throughout this Annual Report.
Stakeholder
Our investors
Their interests
How we engage
•
•
•
•
•
•
•
Comprehensive review of financial
performance of the business
Business sustainability
High standard of governance
Success of the business
Ethical behaviour
Director experience
Awareness of long-term strategy and
direction
•
•
•
•
•
•
•
Annual Report
Company website
Shareholder circulars
Podcasts and interviews
information
Corporate
announcements
Company
presentations
AGM results
Conference presentations
including
and
15
ROCKFIRE RESOURCES PLC
STRATEGIC REPORT
Stakeholder
Their interests
How we engage
•
•
Project prospectivity
Improving market perception of the
business
•
•
•
•
•
•
Stock exchange announcements
Press releases
Appointment of a public relations
advisor
Frequent
communication
briefings with management
Shareholder communication policy,
which is renewed annually
Specific shareholder liaison officer on
the Board (Chief Executive Officer)
Social media
through
•
•
•
•
•
•
•
local
•
•
•
•
•
• One- to- one meetings with large
existing or potential new shareholders
Company website
Stock Exchange announcements
Annual Report
Regular contact with QCA, share
registrar, LSE and Companies House
Compliance
at Board
updates
meetings
Risk management policy, updated
annually
Compliance with
regulatory
requirements and industry standard
principles for environmental and social
risk management
Appointment of a nominated advisor in
accordance with the AIM Rules
Appointment of a competent person in
accordance with the AIM Rules
Adhere to Australian and Greek laws
and regulations
Adoption of best practice policies
recommended by the World Bank and
The International Council on Mining
and Metals
Philanthropy. Drilling of a water bore is
offered to the landowner during each
drill programme
Corporate responsibility is overseen
by a dedicated exploration manager
Employment of
wherever possible
Prompt rehabilitation of drill sites
local
opportunity
Providing
businesses to cater for our exploration
programs
Local landowners are paid promptly
Landowner access and compensation
agreements
Active
with
communication
landowners and communities where
field work is taking place
to Greek and Australian
Adhere
Government
for
guidelines
approaching landowner and native title
holder discussion
All operational waste is completely
removed from site and taken to a
waste and/or recycling facility
local contractors
•
•
•
•
for
•
•
•
•
•
•
Regulatory bodies
Compliance with regulations
•
• Worker pay and conditions
•
Health and safety
Brand reputation
•
• Waste and environment
•
•
Insurance
Environmental protection
Community
•
•
•
Sustainability
Human rights
Community outreach
Environment
Energy usage
Recycling
•
•
• Waste management
16
ROCKFIRE RESOURCES PLC
STRATEGIC REPORT
Stakeholder
Their interests
How we engage
•
Detailed field operation guidelines to
minimise any negative environmental
impact of exploration activities
•
• Obtaining environmental permits for
exploration works
in Greece and
Australia, granted by the relevant
Government
Ensuring operational protocols are in
place and monitoring the adherence to
these protocols
All supplies are sourced locally where
possible
•
•
•
repeat
business
Directors
• Our suppliers and contractors have
received
from
Rockfire, which is testimony to the fine
working relationship established
Supplier performance is continually
monitored by a dedicated exploration
manager
All field programs, including supplier
the
quotes are authorised by
to
prior
Executive
implementation
Local suppliers are paid promptly
Contact and feedback to suppliers is
regular and personal via a dedicated
exploration manager
All contractors are sourced locally
where possible
Contractors are trained in senior first
aid, paid for by Rockfire
• On-the-job training is provided
•
•
•
•
•
•
a
Local contractors are paid promptly
Rockfire pays contractors standard
industry rates, which are well in excess
of minimum average wages
Communication with contractors is
frequent
dedicated
through
exploration manager
Induction for health and safety is
mandatory for contractors visiting site
Daily safety meetings have been
implemented during all field operations
Rockfire has a whistle-blower policy
and procedure in place to ensure
compliance, safety and governance
Code of
conduct providing a
framework for ethical decision making
Contact and feedback to contractors is
regular and personal via a dedicated
exploration manager
Anti-corruption and bribery policy
Suppliers
Contractors
Terms and conditions of contract
Procurement opportunities
•
•
• Workers’ rights
•
•
•
•
Supplier engagement
Sustainability
Long-term partnerships
Fair trading and payment terms
Terms and conditions of contract
Health and safety
Human rights and modern slavery
•
•
•
• Working conditions
•
Diversity and inclusion
•
•
•
•
•
•
•
17
On behalf of the Board
David Price, Chief Executive Officer
6 June 2023
ROCKFIRE RESOURCES PLC
DIRECTORS’ REPORT
Principal activities
The principal activities of the Group are currently exploration for gold and copper resources in Queensland,
Australia and zinc, lead, silver and germanium resources in Greece. The Group’s strategy is to explore for and,
where the Directors believe that it is commercially feasible, develop deposits of precious and base metals. The
Company strategy includes considering opportunities for project sale or joint venture at a point when any of the
Group’s projects becomes appropriately advanced enough to consider such options.
The Group currently holds five exploration permits for minerals (EPMs) in Queensland, Australia and one
exploration/exploitation licence in Greece.
Financial overview
The loss for the year is in line with the Directors’ expectations. With funding being raised in October 2022 and June
2023, the Directors are confident that they will be able to secure additional funding when required to do so. The
Directors are also of the view that the investment sentiment in the resource sector is improving, to the extent that
the exploration success the Company has achieved to date should enable it to raise sufficient additional exploration
funding to continue its exploration programmes.
Further details of the Group’s business, including its targets and strategies is given in the Chairman’s Statement
and the Strategic Report.
Major events after the reporting period
For information regarding events after the reporting date, see note 19 to the financial statements.
Dividends
The Directors are unable to recommend the payment of a dividend for the year ended 31 December 2022 (2021:
£nil).
Going concern
The current investment environment in the United Kingdom and elsewhere in the World has made seeking equity
funds for small cap exploration companies challenging. The Board is therefore encouraged that in October 2022,
the Company raised gross proceeds of £375,000 through a subscription of 300,000,000 new ordinary shares of
0.1p each and in early June 2023, the Company raised gross proceeds of £880,000 from the issue of 400,000,000
new ordinary shares of 0.1p each. This will enable the Group to meet existing liabilities plus enable further
exploration, especially at its Molaoi project in Greece.
The Board believes the Group will continue to generate sufficient working capital to meet its future operational and
exploration requirements and to continue to advance them and will continue to have the ongoing support of its
shareholders, as required, for the foreseeable future.
Directors
The Directors in office during the year are listed below. The interests of the Directors in the shares of the Company,
and share options were as follows:
As at 31
December
2022
Ordinary
shares
As at 31
December
2021
Ordinary
shares
As at 31
December
2022
Options
As at 31
December
2021
Options
Gordon Hart
Patrick Elliott
Ian Staunton
Nicholas Walley
David Price
8,823,530 10,000,000 10,000,000
18,423,530
40,042,765 12,469,823
-
75,200,000 59,000,000
6,000,000
46,350,000 13,850,000 10,000,000 10,000,000
6,000,000
6,000,000
6,000,000
6,000,000
6,000,000
-
18
ROCKFIRE RESOURCES PLC
DIRECTORS’ REPORT
Significant shareholdings
As at 4 May 2023, the Company was aware of the following holdings of 3% or more of the issued share capital of
the Company:
Nicholas Walley
Michael Somerset-Leeke
Patrick Elliott
David Price
Directors’ remuneration
Ordinary shares
75,200,000
49,101,126
47,350,991
46,350,000
% of the Company’s
issued share capital
5.21%
3.40%
3.28%
3.21%
Full details of Directors’ emoluments are set out in note 5 to the financial statements.
Environmental policy
The Group’s projects are subject to the relevant Australian and Greek laws and regulations relating to
environmental matters.
The Group’s strategy is to explore for and, where the relevant studies indicate that it is economically viable to do
so, to develop mineral deposits. It is the Group’s intention to conduct its exploration and investigation activities in
a professional and responsible manner, for the benefit of the Company’s shareholders, its employees and the
national and local communities within which it operates.
The Group aims at all times to conduct its operations in an environmentally responsible manner and in accordance
with relevant legislation. The Group aims to adopt best practice policies as recommended by the World Bank, the
International Council on Mining & Metals (“ICMM”) and others where the Group deems local legislation to be
inadequate in terms of environmental protection. The Group has in place a detailed field operations guidelines
manual which covers in considerable detail the measures to be taken by field personnel to minimise any negative
environmental impact of current exploration activities on the environment.
The Group also recognises the enormous potential of its activities for positive impact on the communities in which
it operates and strives to optimise these positive impacts as far as possible.
Directors’ indemnities
The Group has directors’ and officers’ indemnity insurance to cover its Directors and officers against the costs of
defending themselves in legal proceedings taken against them in that capacity and in respect of any damages
resulting from those proceedings.
Political contributions
No political contributions have been made.
Auditor
A resolution proposing that PKF Littlejohn LLP be re-appointed will be put to the forthcoming Annual General
Meeting.
Statement of disclosure to auditor
The Directors who held office at the date of approval of this Annual Report confirm that, so far as they are each aware,
there is no relevant audit information of which the Company's auditor is unaware and each Director has taken all steps
that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to
establish that the Company's auditor is aware of that information.
19
ROCKFIRE RESOURCES PLC
DIRECTORS’ REPORT
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Strategic Report, the Director’s Report and the financial statements
in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors have prepared the Group and Company financial statements in accordance with UK-adopted
international accounting standards and as regards the Company financial statements, as applied in accordance
with the requirements of the Companies Act 2006.
Under company law the Directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group
and Company for that period.
In preparing the Group and Company financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
•
• make judgements and accounting estimates that are reasonable and prudent;
•
state whether they comply with UK-adopted international accounting standards, subject to any material departures
disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group
and Company will continue in business.
•
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Group’s and the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Group and the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The Group's Annual Report will be published on the Group's website and in this regard the Directors accept
responsibility for the maintenance and integrity of the website.
Annual General Meeting and recommendation
The Board considers that the resolutions to be proposed at the Annual General Meeting are in the best interests of the
Company and the Group as a whole and its unanimous recommendation is that shareholders support these proposals
as the Directors intend to do in respect of their own holdings. Further details regarding the location and timing of the
Company’s forthcoming Annual General Meeting will be provided shortly.
We welcome you to continue to take the journey with us as we build Rockfire through exploration success and quality
asset acquisition.
On behalf of the Board
David Price, Chief Executive Officer
6 June 2023
20
ROCKFIRE RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
As Chairman of Rockfire, it is my responsibility to ensure that Rockfire has both sound corporate governance and
an effective Board. I do that by ensuring that the Company and the Board are acting in the best interests of
shareholders, and by making sure that the Board discharges its responsibilities. This includes creating the right
Board dynamic and ensuring that all important matters, in particular strategic decisions, receive adequate time and
attention at Board meetings.
My responsibilities include leading the Board effectively, overseeing the Group’s corporate governance model,
communicating with shareholders and ensuring that good information flows freely between the Executive and Non-
executive Directors in a timely manner.
To the extent applicable, and to the extent able (given the current size and structure of the Company and the
Board), the Company has adopted the Quoted Companies Alliance Corporate Governance Code (the Code).
Details of how the Company complies with the Code are set out below, together with the principles contained in
the Code.
In light of the Company’s size and nature, the Board considers that the current Board is a cost effective and practical
method of directing and managing the Company. As the Company’s activities develop in size, nature and scope,
the size of the Board and the implementation of additional corporate governance policies and structures will be
reviewed. Further disclosures under the Code are included on the Company’s website.
Principle 1 - Establish a strategy and business model which promote long-term value for shareholders
Rockfire is an AIM-quoted mineral explorer with projects located in northern Queensland, Australia and the
Peloponnese region of Greece. The Company’s strategy is to identify mineral deposits which can be developed
into mines to create value and income for shareholders.
Throughout 2022, the Board has delivered on its strategy to achieve growth of the Group, with highly successful
exploration results at Molaoi in Greece and at the Plateau gold deposit and Copperhead project, in Queensland,
Australia.
The Company continues to seek other resource projects.
Principle 2 - Seek to understand and meet shareholder needs and expectations
NEEDS OF SHAREHOLDERS
The principal need of a shareholder is to achieve a return on their investment
EXPECTATIONS OF SHAREHOLDERS
A shareholder can reasonably expect the Company and Management to;
•
•
•
•
•
•
deliver on its obligations and commitments to Principal 1.
ensure its management and directors act with integrity and professionalism in running the company
direct the expenditure of monies on appropriate exploration methods and to ensure expenditure is justified
and accountable
provide enough flow of information on exploration progress to allow the shareholder to make informed
decisions on their investment
publish clear and concise announcements, with minimal technical complexity
have open access to the Board or CEO to provide clarification
We seek to engage with our shareholders through updates to the market via regulatory news flow (‘RNS’), on
matters of a material substance and regulatory nature. Whilst being mindful of the requirements of the AIM Rules
and Market Abuse Regulations the Board may engage with Shareholders directly from time to time in relation to
questions that they may have and other matters.
21
ROCKFIRE RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company’s AGM will also provide an opportunity for shareholders to ask questions during the formal business
of the meeting and informally following the meeting.
The Board shall ensure that the voting decisions of shareholders at the AGM are reviewed and monitored and that
approvals sought at the Company’s AGM will be in line with the recommended corporate guidelines of the QCA
Code.
Shareholder enquiries should be emailed to: info@rockfireresources.com.
Principle 3 - Take into account wider stakeholder and social responsibilities and their implications for long-
term success
Consider wider stakeholder and social responsibilities and their implications for long term success.
ENGAGEMENT
The Board believes that engaging with stakeholders strengthens relationships and helps make better business
decisions to deliver on commitments. The Board is regularly updated on wider stakeholder engagement feedback
to stay abreast of stakeholder insights into the issues that matter most to them, and to enable the Board to
understand and consider these issues in decision-making. Aside from Shareholders, suppliers and customers, our
workforce is one of the most important stakeholder groups and the Board therefore closely monitors their feedback
to ensure alignment of interests
WORKFORCE
The Board has established a safe and healthy work environment, which complies with the relevant Occupational
Health and Safety laws. It has tried to ensure that the workforce is provided with enough training to develop the
appropriate skills and knowledge to complete the tasks requested of them.
The Company shall;
•
•
•
•
adhere to the relevant laws, rules and regulations within the jurisdictions in which it operates
ensure technical reporting obligations are submitted on time
complete environmental management reports for the government
comply with site-clearing and rehabilitation guidelines and expectations on a “best practice” approach
TRADITIONAL LANDOWNERS
The Company shall respect traditional lands, customs and culture on all land with registered traditional ownership.
Heritage clearance, as required by law shall be sought and honoured. Where appropriate, traditional landowners
shall be consulted with and included in any opportunities for employment on an equal basis.
LANDOWNERS & PASTORALISTS
The Company shall respect and acknowledge the rights of landowners and leaseholders. The Company shall work
with the landowner in an ethical manner and where possible, shall offer opportunity to the landowner to participate
in the work program.
CONTRACTORS & SUPPLIERS
• For the sake of Occupational Health & Safety, all contractors and sub-contractors shall be treated in the
same manner as employees.
•
Independent contractors will be required to provide their own PPE (personal protective equipment) whilst
working on any of the Company sites
22
ROCKFIRE RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
• All Contractors shall be subject to a Site Induction on their first visit to any of the sites being explored by
the Company.
• All independent contractors will be required to carry their own Public Liability and Workers Compensation
Insurances.
• To ensure a safe and productive work environment, the appropriate Occupational Health & Safety
requirements, induction procedures and safety precautions shall be established by the Company.
The Company has designated an appropriately experienced and qualified representative to act as a “Liaison
Officer” between contractors and the Company.
Principle 4 – Embed effective risk management, considering both opportunities and threats, throughout
the organisation
The risks facing the Company are detailed in the risk management section of the Strategic Report. The Board
seeks to mitigate such risks so far as it is able to do, but certain important risks cannot be controlled by the Board.
In setting and implementing the Company’s strategies, the Board, having identified the risks, seeks to limit the
extent of the Company’s exposure to them having regard to both its risk tolerance and risk appetite.
Principle 5 - Maintain the board as a well-functioning, balanced team led by the chair
Ian Staunton is considered to be independent. Nicholas Walley and Patrick Elliott, as significant shareholders, are
not considered to be independent.
The Company is aware that having an Executive Chairman is not in line with the recommendations made by the
QCA. The role of Executive Chairman has been primarily to ensure that best practice policies and procedures are
implemented through identifying and appointing the appropriate Directors, ensuring the Board is run in an effective
manner, and assisting the Chief Executive Officer with legacy matters. There is a clear split of responsibilities
between the Executive Chairman and the Chief Executive Officer. The Board believes that the skillsets of the
Chairman and the non-independent Non-executive Directors are appropriate and beneficial for all shareholders
and stakeholders.
All Directors are expected to devote the necessary time commitments required by their position and are expected
to attend all Board meetings. The Board convenes outside these meetings on an ad hoc basis as and when it
deems necessary.
The Chief Executive Officer works full time for the Company. The Executive Chairman is expected to devote
sufficient time as to fulfil the needs of the Company, The Non-executive Directors are expected to dedicate up to 3
days per month to the Company’s affairs. The Board is satisfied that each of the Directors is able to allocate
sufficient time to the Company to discharge their responsibilities effectively.
The number of meetings of the Board and attendance for the year ended 31 December 2022 are set out below:
Gordon Hart
Patrick Elliott
Ian Staunton
Nicholas Walley
David Price
Meetings held
14
14
Meetings attended
14
9
14
14
14
12
14
14
Principle 6 - Ensure that between them the directors have the necessary up-to-date experience, skills and
capabilities
The Board comprises the Executive Chairman, Gordon Hart; the Chief Executive Officer, David Price; and three
Non-executive Directors, Ian Staunton, Patrick Elliott and Nicholas Walley. Further details on the Board can be
23
ROCKFIRE RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
found on the Director biographies section of the 2022 Annual Report, which details the relevant experience, skills
and personal qualities and capabilities that each director brings to the board.
The Board is therefore satisfied that it has a suitable balance between independence on the one hand, and direct
managerial and operational knowledge of the Company on the other, which ensures that no individual or group
may dominate the Board’s decisions. The Board is also satisfied that the Board has sufficient knowledge of the
Group and its operations to enable it to discharge its duties and responsibilities effectively. All Directors use their
independent judgement to challenge all matters, whether strategic or operational.
The Directors endeavour to ensure that their knowledge of best practices and regulatory developments is up to
date by technical reading and attending relevant seminars and conferences as considered necessary. All Directors
receive regular updates on legal and governance issues. Nicholas Walley has been attending various QCA
seminars on remuneration. David Price has attended various technical seminars. Gordon Hart has attended
numerous webinars and conferences held by the Australian Institute of Company Directors. All Directors are
encouraged to attend presentations, conferences and webinars which improve their skill base.
Rockfire has a Company Secretary whose role is to work closely with the Chairman to maintain high standards of
corporate governance, ensuring that the necessary information is supplied to the Directors on a timely basis and
that the Company complies with all applicable rules, regulations and obligations governing its operation.
The Board has regular contact with its advisors to ensure that it is aware of changes to generally accepted corporate
governance procedures and requirements and that the Group remains compliant with applicable rules and
regulations. The Company’s nominated advisor supports the Board’s development, specifically providing guidance
on corporate governance and other regulatory matters, as required.
Each Director can take independent professional advice in the furtherance of his duties, if necessary, at the
Company’s expense. In addition, the Directors have direct access to the advice and services of the Company
Secretary.
Neither the Board nor its committees have sought external advice on a significant matter during this period.
Principle 7 - Evaluate board performance based on clear and relevant objectives, seeking continuous
improvement
Given the current stage of the Company’s development the Directors believe that the Board operates efficiently
and cost effectively and that the cost of an internal or external review process is not justified. Nevertheless, it is
intended that the Board will be strengthened in due course to reflect the Group’s progress with exploration and
growth.
No board performance evaluation has taken place in the year for the reason described above.
Principle 8 - Promote a corporate culture that is based on ethical values and behaviours
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Group
as a whole and that this will impact the performance of the Group. The Board is aware that the tone and culture set
by the Board will greatly impact all aspects of the Group and the way that employees and other stakeholders
behave. The Corporate Governance arrangements that the Board has adopted are designed to ensure that the
Company delivers long term value to its shareholders, and that shareholders have the opportunity to express their
views in a manner that encourages open dialogue with the Board. Therefore, the importance of sound ethical
values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives.
A large part of the Company’s activities is centred upon an open and respectful dialogue with employees,
contractors, clients and other stakeholders. The Board places great importance on this aspect of corporate life and
seeks to ensure that transparency and openness are evident in all that the Company does. The Directors consider
that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling
positive and constructive challenge.
The Board has adopted a code of conduct which provides a framework for ethical decision-making and actions
across the Group. The code of conduct reiterates the Group’s commitment to integrity and fair dealing in its
business affairs and its duty of care to all employees, contractors and stakeholders.
Each Board member’s adherence to the Group’s code of conduct is assessed annually. Employees are assessed
on their performance and their adherence to the code of conduct through their annual performance review.
24
ROCKFIRE RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
Principle 9 - Maintain governance structures and processes that are fit for purpose and support good
decision-making by the board
BOARD PROGRAMME
The Board is responsible for approving the Company strategy and policies, for safeguarding the assets of the
Company, and is the ultimate decision-making body of the Company in all matters except those that are reserved
for specific shareholder approval.
The Board sets direction for the Company through a formal schedule of matters reserved for its decision.
The Board meets at least four times each year in accordance with its scheduled meeting calendar and maintains
regular dialogue between Board members.
Prior to the start of each financial year, a schedule of dates for that year’s Board meetings is compiled. This may
be supplemented by additional meetings as and when required.
The Board and its Committees receive appropriate and timely information prior to each meeting, with a formal
agenda being produced for each meeting, and Board and Committee papers distributed several days before
meetings take place.
Any Director may challenge Company proposals and decisions are taken democratically after discussion. Any
Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in
the minutes of the meeting, which are then circulated to all Directors. Any specific actions arising from such
meetings are agreed by the Board or relevant Committee and then followed up by the Company’s executive
management team.
ROLES & RESPONSIBILITIES
There is a clear division of responsibility at the head of the Company.
The Chairman is responsible for:
· running the business of the Board;
· setting the agenda for Board meetings;
· ensuring appropriate strategic focus and direction;
· facilitating effective contribution from all Directors; and
· promoting constructive and respectful relations between the Board and management.
The CHIEF EXECUTIVE OFFICER is responsible for:
· proposing the strategic focus to the Board;
· implementing strategy once it has been approved by the Board;
· overseeing the management of the Company through the executive management team; and
· where proposed transactions, commitments or arrangements exceed the thresholds set by the Board to refer
the matter to the Board for its consideration, review and approval.
The Board is supported by the Audit and Remuneration committees. Each committee has access to such
resources, information and advice as it deems necessary, at the cost of the Company, to enable the committee to
discharge its duties.
The Audit Committee’s primary function is to assist the Board in fulfilling its responsibilities by reviewing the:
• Quality and integrity of financial reporting.
25
ROCKFIRE RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
• Systems of internal control which management and the Board have established to safeguard the Group’s
financial and physical assets and facilitate compliance with relevant statutory and regulatory requirements.
• Processes for business risk identification, quantification and mitigation.
• Effectiveness and independence of the external audit process.
• Quality and relevance of financial and non-financial information provided to management and the Board
on which decisions will be based.
The Audit Committee acts as the Board’s committee to oversee risk.
The Remuneration Committee acts as the Board’s committee to oversee employment and remuneration contracts
for management and directors.
The roles of the Audit and Remuneration Committees are available on the website at www.rockfireresources.com
All matters that have a material impact upon the Company or any of its subsidiaries will be referred to the Board.
However, below is a schedule of matters reserved specifically for the decision of the Board or a duly authorized
committee thereof. The Board has the authority to obtain outside legal or other independent advice at the expense
of the Company.
Financial matters
• Approval of full year (preliminary) and half year results announcements.
• Adoption of significant change in accounting policies or practices.
• Approval of all circulars and prospectus to shareholders.
• Changes relating to the capital structure of the company.
• Approval of increases in share capital of any Group Company.
• The approval of all guarantees given by the Company.
• Ratify the use of Rockfire Resources plc company seal.
Corporate matters
• Convening general meetings of the Company.
• Recommending to shareholders the approval of alterations to the Memorandum and Articles of
Association of the company.
• Making any take-over offer for another company or other companies within the City Code on Takeovers
and Mergers and considering a response to any such approaches to the Company.
· Annual report and accounts
To issue the Annual Report and Accounts of the company having approved the following:
• Strategic Report.
• Directors Report.
• Remuneration, Audit and Nomination Committee Reports
26
ROCKFIRE RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
• Accounts and notes to the accounts.
Appointments and structure
• Appointment and removal of the Chairman.
• Appointment, removal and re-election of the Directors.
• Appointment and removal of the Company Secretary.
• Reviewing succession planning for the Board and senior management of the Group.
• Carry out a formal and rigorous review of its own performance and that of its committees and individual
directors on an annual basis.
Budgets, contracts and business development
• Approval of strategic plans of the company.
• Approval of the annual budget of the company.
• Approval of significant changes in treasury and foreign currency policy of the company.
• Approval of material contracts.
• Significant changes to the company’s activities to include, acquisitions or divestments or entry into a new
foreign jurisdiction or exit from an existing one.
· Internal controls
To receive reports directly from the Chief Executive Officer on the Group’s internal control systems and to consider
amongst others:
• Changes in the nature and extent of significant risks to the business.
• The key risks and how these are evaluated and managed.
To review annually the effectiveness of the company’s internal control systems and consider:
• For identified weaknesses, the actions being taken and the timeliness of rectification.
• The effectiveness and output of the management’s review process.
•
Incidence of major control weaknesses, their cause and potential impact on the business.
• To report to shareholders on the review of the internal control systems.
Board committees
• Approving terms of reference for Board Committees and agreeing division of responsibility between
Chairman and Chief executive Officer.
• Recommendation to shareholders to appoint or remove the Company’s auditors including approval of their
fees.
• Appointment or removal of the Company’s principal advisors.
27
ROCKFIRE RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
• Approval of major changes in employee share and incentive schemes.
• Approval of the Group’s Health and Safety Policy.
• Approval of the Group’s Environmental Policy.
• Monitoring of the Directors and Officers Liability Insurance.
• Agreeing fee levels for Non-Executive Directors.
As the Group grows and develops the Board will periodically review its corporate governance framework to ensure
it remains appropriate for the size, complexity and risk profile of the Group
Principle 10 - Communicate how the company is governed and is performing by maintaining a dialogue
with shareholders and other relevant stakeholders
The Board attaches great importance to providing shareholders with clear and transparent information on the
Company's activities, strategy and financial position.
The Company communicates with shareholders
full-year and half-year
announcements, the Annual General Meeting and one-to-one meetings with large existing or potential new
shareholders.
the Annual Report,
through
The Company announces significant developments which are disseminated via various outlets including the
London Stock Exchange’s Regulatory News Service (RNS).
The audit committee is chaired by Ian Staunton and includes Patrick Elliott and Gordon Hart, and their biographies
can be found on page 7. The role of the committee is to consider and approve the interim results, and with the
auditors to consider the annual report and matters raised by the auditors based on their audit. So far as possible
recommendations by the auditors are immediately implemented. To date, audit committee matters have been
discussed in full Board meetings. As such no formal audit committee reports have been required.
The remuneration committee is chaired by Nicholas Walley and includes Patrick Elliott, and their biographies can
be found on page 7. The remuneration committee meets on an ad hoc basis, when required. Fees payable to the
Non-executive Directors are determined by the Executive Directors.
Additional information supplied by the remuneration committee has been disseminated across this Annual Report,
rather than included as a separate committee report.
Gordon Hart, Chairman
6 June 2023
28
ROCKFIRE RESOURCES PLC
INDEPENDENT AUDITOR’S REPORT
Opinion
We have audited the financial statements of Rockfire Resources Plc (the ‘parent company’) and its subsidiaries
(the ‘group’) for the year ended 31 December 2022 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent
Company Statements of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and
notes to the financial statements, including significant accounting policies. The financial reporting framework that
has been applied in their preparation is applicable law and UK-adopted international accounting standards and as
regards the parent company financial statements, as applied in accordance with the provisions of the Companies
Act 2006.
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group’s and of the parent company’s
affairs as at 31 December 2022 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards;
the parent company financial statements have been properly prepared in accordance with UK-adopted
international accounting standards and as applied in accordance with the provisions of the Companies
Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are independent of the group and parent company in
accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 3 in the financial statements, which indicates that the group will require further funds to
be raised over the next 12 months in order for the group to meet its exploration expenditure commitments and to
undertake the budgeted exploration activities. As stated in note 3, these events or conditions indicate that a material
uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern. Our opinion
is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment
of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included a
review of the cash flow forecasts prepared by management, a review of management’s assessment of going
concern and post year end information impacting going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Our application of materiality
Materiality
Basis for materiality
Group £102,000 (2021: £97,000)
2% of gross assets
Company £75,000 (2021:
£75,000)
Combination of 2% of gross assets and 5% of loss before tax
29
ROCKFIRE RESOURCES PLC
INDEPENDENT AUDITOR’S REPORT
We consider gross assets to be the most significant determinant of the group’s financial position and performance
used by shareholders, with the key financial statement balances being intangible exploration and evaluation assets
and cash and cash equivalents. The going concern of the group is dependent on its ability to fund operations going
forward, as well as on the valuation of its assets, which represent the underlying value of the group. The basis for
calculating materiality was unchanged from the prior year. The benchmark for the parent company differs from the
group in order to achieve sufficient coverage of expenditure in our testing.
Whilst materiality for the group financial statements as a whole was set at £102,000, materiality for the parent
company was £75,000 and for significant components was set at a range between £71,000 and £63,350 (2021:
£75,000 and £58,000). Performance materiality at 70% was set at £71,400 for the group, £52,500 for the parent
company and for the significant components at a range between 49,700 and £44,350 (2021: £67,900, £52,500 and
£40,600 respectively). We applied the concept of materiality both in planning and performing our audit, and in
evaluating the effect of misstatements.
We agreed with the audit committee that we would report to the committee all audit differences identified during
the course of our audit in excess of £5,100 (2021: £4,850) for the group and £3,750 (2021: £3,750) for the parent
company.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial
statements. In particular, we looked at areas requiring the directors to make subjective judgements, for example in
respect of assessing the recoverability of exploration, evaluation and development expenditure, the valuation of
share-based payments, the carrying value and recoverability of investments in subsidiaries at parent company
level, and the consideration of future events that are inherently uncertain. We also addressed the risk of
management override of internal controls, including evaluating whether there was evidence of bias by the directors
that represented a risk of material misstatement due to fraud.
An audit was performed on the financial information of the group’s significant operating components which, for the
year ended 31 December 2022, were located in the United Kingdom, Australia and Greece. The audit of significant
components was performed in London solely by PKF Littlejohn LLP using a team with experience of auditing
mineral exploration and publicly listed entities.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. In addition to the matters described in the
Material uncertainty related to concern section we have determined the matters described below to be the key audit
matters to be communicated in our report.
Key Audit Matter
How our scope addressed this matter
Carrying value and appropriate capitalisation of
Intangible Assets (refer Note 9) (GROUP)
The group carrying value of intangible assets in relation
to capitalised exploration costs for its Australian and
Greek projects is material. There is a risk that these
assets have been incorrectly capitalised in accordance
with the requirements of IFRS 6 and that there are
indicators of impairment as at 31 December 2022.
Particularly for early stage exploration projects, where
the calculation of recoverable amount via value in use
calculations is not possible, management’s assessment
of impairment under IFRS 6 requires significant
estimation and judgement.
Our work in this area included:
• Confirmation that the group has good title to the
applicable exploration licences, and has fulfilled any
specific conditions therein particularly having regard
to minimum expenditure requirements;
• Review and substantive testing of capitalised costs,
including the fair value arising on the asset
acquisition in the year, and consideration of
appropriateness for capitalisation under IFRS 6;
• Assessment of progress at the individual projects
during the year and post year-end;
• Consideration of management’s impairment reviews
in light of impairment indicators identified in
accordance with IFRS 6, including corroboration
and challenge thereof; and
30
ROCKFIRE RESOURCES PLC
INDEPENDENT AUDITOR’S REPORT
Recoverability of investments and intragroup
balances (refer Notes 11 and 12) (COMPANY)
Investments in subsidiaries and intragroup loans are
significant assets in the parent company's financial
statements. Their recoverability is directly linked to
the recoverability of intangible assets in those
entities, and hence may not be fully recoverable.
• Evaluating the disclosures included within the
financial statements.
Our work in this area included:
• Confirmation of ownership of the investments;
• Review of management’s calculations of expected
credit losses on the intragroup balances to ensure
the rationale and accounting treatment is in
accordance with IFRS 9;
• Consideration of recoverability of investments and
intragroup loans by reference to underlying net
asset values and exploration projects; and
• Evaluating the disclosures included within the
financial statements.
Other information
The other information comprises the information included in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the annual
report. Our opinion on the group and parent company financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or the
directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires
us to report to you if, in our opinion:
•
•
adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns;
or
•
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation
of the group and parent company financial statements and for being satisfied that they give a true and fair view,
and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
31
ROCKFIRE RESOURCES PLC
INDEPENDENT AUDITOR’S REPORT
In preparing the group and parent company financial statements, the directors are responsible for assessing the
group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the
group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed
below:
• We obtained an understanding of the group and parent company and the sector in which they operate to
identify laws and regulations that could reasonably be expected to have a direct effect on the financial
statements. We obtained our understanding in this regard through discussions with management and
application of our cumulative audit knowledge and experience of the industry. We ensured that the audit
team collectively had the appropriate experience with auditing entities within this industry, facing similar
audit and business risks, and of a similar size.
• We determined the principal laws and regulations relevant to the group and parent company in this regard
to be those arising from:
o AIM Rules;
o UK employment law; and
o
Local tax laws and regulations.
• We designed our audit procedures to ensure the audit team considered whether there were any
indications of non-compliance by the group and parent company with those laws and regulations. These
procedures included, but were not limited to:
o Making enquiries of management;
o A review of Board minutes;
o A review of legal ledger accounts; and
o A review of RNS announcements.
• We addressed the risk of fraud arising from management override of controls by performing audit
procedures which included, but were not limited to: the testing of journals, reviewing accounting estimates
for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual
or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those
leading to a material misstatement in the financial statements or non-compliance with regulation. This risk
increases the more that compliance with a law or regulation is removed from the events and transactions reflected
in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is
also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional
concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s
report.
32
ROCKFIRE RESOURCES PLC
INDEPENDENT AUDITOR’S REPORT
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's
members as a body, for our audit work, for this report, or for the opinions we have formed.
David Thompson (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
6 June 2023
15 Westferry Circus
Canary Wharf
London E14 4HD
33
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
Interest income
Impairment of intangible assets
Administrative expenses
Operating loss
Loss before taxation
Taxation
Loss for the year attributable to shareholders of the
Company
Items that may be reclassified subsequently to profit or loss:
Foreign exchange translation movement
Total comprehensive loss attributable to shareholders of
the Company
Note
6
7
2022
£
1
-
(753,213)
(753,212)
2021
£
-
(12,334)
(732,619)
(744,953)
(753,212)
(744,953)
-
-
(753,212)
(744,953)
138,883
(162,830)
(614,329)
(907,783)
Loss per share attributable to shareholders of the Company
Basic and diluted
8
(0.06)p
(0.08)p
The notes on pages 41 to 58 form part of these financial statements.
34
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2022
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Other receivables
Current assets
Cash and cash equivalents
Trade and other receivables
Total assets
Equity and liabilities
Equity attributable to shareholders of the Company
Share capital
Share premium
Other reserves
Merger relief reserve
Foreign exchange reserve
Retained deficit
Total equity
Current liabilities
Trade and other payables
Total liabilities
Total equity and liabilities
Note
2022
£
2021
£
9
10
12
12
13
14
14
14
14
16
4,451,118
38,323
85,872
3,447,739
20,189
-
4,575,313
3,467,928
420,255
106,171
526,426
1,473,599
124,261
1,597,860
5,101,739
5,065,788
7,435,409
18,233,976
2,295,035
190,000
(51,123)
7,078,136
18,180,659
2,295,035
-
(190,006)
(23,161,632)
(22,408,420)
4,941,665
4,955,404
160,074
160,074
110,384
110,384
5,101,739
5,065,788
The notes on pages 41 to 58 form part of these financial statements.
35
ROCKFIRE RESOURCES PLC
COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2022
Company Registration No. 07791328
Assets
Note
Non-current assets
Intangible assets
Property, plant & equipment
Investments
Total non-current assets
Current assets
Cash and cash equivalents
Trade and other receivables
Total current assets
Total assets
Equity
Equity attributable to owners
of the parent:
Share capital
Share premium
Other reserves
Merger relief reserve
Accumulated losses
Total equity
LIABILITIES
Current liabilities
Trade and other payables
Total liabilities
Total equity and liabilities
9
10
11
12
13
14
14
14
14
16
2022
£
2021
£
-
109
1,030,640
1,030,749
37,005
4,605,819
4,642,824
13,380
690
648,000
662,070
1,420,801
3,573,333
4,994,134
5,673,573
5,656,204
7,435,409
18,233,976
1,801,872
190,000
(22,077,982)
5,583,275
7,078,136
18,180,659
1,801,872
-
(21,489,448)
5,571,219
90,299
90,299
84,985
84,985
5,673,574
5,656,204
As permitted by section 408 of the Companies Act 2006, the Company has not presented its own income statement.
The Company’s total comprehensive loss for the year was £588,534 (2021: loss of £717,442).
The financial statements were approved and authorised for issue by the Board on 6 June 2023 and signed on its
behalf by:
David Price, Chief Executive Officer
The notes on pages 41 to 58 form part of these financial statements.
36
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
Company Registration No. 07791328
As at 1 January 2021
Loss for the financial year
Foreign exchange translation movement
Total comprehensive loss
Shares issued during the year
Share issuance costs
Share-based expense
As at 1 January 2022
Loss for the financial year
Foreign exchange translation movement
Total comprehensive loss
Shares issued during the year
Share issuance costs
Acquisition of subsidiary
Share
capital
Share
premium
Other
reserves
Merger
relief
reserves
Foreign
exchange
reserve
Retained
deficit
Total
equity
£
£
£
£
£
£
£
6,828,085 16,658,354 2,295,035
-
(27,176) (21,779,516) 3,974,782
-
-
-
-
-
-
250,051
1,630,995
-
(108,690)
-
-
-
-
-
-
-
-
-
-
-
(744,953)
(744,953)
- (162,830)
- (162,830)
- (162,830)
(744,953)
(907,783)
-
-
-
-
-
-
-
-
- 1,881,046
- (108,690)
116,049
116,049
116,049 1,888,405
7,078,136 18,180,659 2,295,035
- (190,006) (22,408,420) 4,955,404
-
-
-
-
-
-
307,273
95,727
-
(42,410)
-
-
-
-
-
50,000
-
-
190,000
-
-
(753,212)
(753,212)
- 138,883
- 138,883
-
138,883
(753,212)
(614,329)
-
-
-
-
-
-
- 403,000
-
(42,410)
-
240,000
- 600,590
Total transactions with shareholders
250,051
1,522,305
At 31 December 2021
7,078,136 18,180,659 2,295,035
- (190,006) (22,408,420) 4,955,404
Total transactions with shareholders
357,273
53,317
- 190,000
At 31 December 2022
7,435,409 18,233,976 2,295,035 190,000
(51,123) (23,161,632) 4,941,665
The notes on pages 41 to 58 form part of these financial statements.
37
ROCKFIRE RESOURCES PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
Share capital
Share
premium
Other
reserves
Merger
relief
reserves
Retained
deficit
Total
equity
£
£
£
£
£
£
At 1 January 2021
6,828,085 16,658,354
1,801,872
-
(20,888,055)
4,400,256
Loss for the financial year
Total comprehensive loss
Issue of share capital
Share issuance costs
Share-based payments
-
-
-
-
250,051
1,630,995
-
-
(108,690)
-
Total transactions with shareholders
250,051
1,522,305
-
-
-
-
-
-
At 31 December 2021
7,078,136 18,180,659
1,801,872
Loss for the financial year
Total comprehensive loss
Issue of share capital
Share issuance costs
Acquisition of subsidiary
Total transactions with shareholders
At 31 December 2022
-
-
-
-
307,273
95,727
-
(42,410)
50,000
357,273
-
53,317
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
190,000
190,000
(717,442)
(717,442)
(717,442)
(717,442)
-
-
1,881,046
(108,690)
116,049
116,049
116,049
1,888,405
(21,489,448)
5,571,219
(588,534)
(588,534)
(588,534)
(588,534)
-
403,000
(42,410)
240,000
600,590
-
-
-
-
7,435,409 18,233,976
1,801,872
190,000
(22,077,982)
5,583,275
The notes on pages 41 to 58 form part of these financial statements.
38
ROCKFIRE RESOURCES PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
Cash flow from operating activities
2022
£
2021
£
Loss for the year before tax
(753,212)
(744,953)
Impairment of intangible assets
Depreciation
Expenses settled in shares
Share-based expense
Finance cost
Foreign exchange differences
Decrease / (Increase) in trade and other receivables
Decrease in trade and other payables
Net cash outflow from operating activities
Cash flow from investing activities
Exploration expenditure
Payment of long term deposit
Cash acquired with subsidiary
Acquisition of property, plant and equipment
Net cash used in investing activities
Cash flow from financing activities
Proceeds from issuance of ordinary shares
Share issuance costs
Interest paid
Net cash generated from financing activities
Net (decrease) / increase in cash and cash
equivalents
Cash and cash equivalents at the beginning of the
year
Cash and cash equivalents at the end of the year
The notes on pages 41 to 58 form part of these financial statements.
-
8,677
28,000
-
1,477
(105,327)
20,617
(96,804)
(896,572)
12,334
7,052
31,041
116,049
-
(47,912)
(61,748)
(9,148)
(697,285)
(459,292)
(918,667)
(85,872)
82,282
(25,003)
(487,885)
375,000
(42,410)
(1,477)
331,113
-
-
(2,690)
(921,357)
1,850,005
(108,690)
-
1,741,315
(1,053,344)
122,673
1,473,599
1,350,926
420,255
1,473,599
39
ROCKFIRE RESOURCES PLC
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
Cash flow from operating activities
2022
£
2021
£
Loss for the year before tax
(588,534)
(717,442)
Expenses settled in shares
Depreciation
Share-based expense
Expected credit losses
Decrease in trade and other receivables
Increase in trade and other payables
Net cash outflow from operating activities
Cash Flow from investing activities
Exploration expenditure
Acquisition of property, plant and equipment
Investment in subsidiary
Net cash used in investing activities
Cash flow from financing activities
Related party loans
Proceeds from issuance of ordinary shares
Share issuance costs
Net cash generated from financing activities
28,000
580
-
86,022
35,485
5,313
(433,134)
-
-
(142,639)
(142,639)
31,041
460
116,049
168,482
957,221
34,400
590,211
(13,380)
(1,149)
-
(14,529)
(1,140,613)
(2,132,370)
375,000
(42,410)
(808,023)
1,850,005
(108,690)
(391,055)
Net increase in cash and cash equivalents
(1,383,796)
184,627
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
1,420,801
37,005
1,236,174
1,420,801
The notes on pages 41 to 58 form part of these financial statements.
.
40
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Reporting entity
Rockfire Resources plc is a public limited company, quoted on AIM and incorporated in England and Wales.
2
Adoption of new and revised standards
(i) New and amended standards, and interpretations issued and effective for the financial year beginning 1
January 2022
The following new standards, amendments and interpretations are effective for the first time in these financial
statements. However, none has had a material impact on the financial statements:
Standard
Amendments to IFRS 3: Business Combinations – Reference to the Conceptual
Framework;
Amendment to IAS 16: Property, Plant and Equipment
Effective date
1 January 2022
1 January 2022
Amendments to IAS 37: Provisions, Contingent Liabilities and Contingent Assets
1 January 2022
Annual Improvements to IFRS Standards 2018-2020 Cycle
1 January 2022
(ii) New standards, amendments and interpretations in issued but not yet effective
At the date of approval of these financial statements, the following standards and interpretations which have not
been applied in these financial statements were in issue but not yet effective: (and in some cases not yet adopted
by the UK):
Standard
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as
Current or Non-current
Amendments to IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors
– Definition of Accounting Estimates;
Deferred Tax relating to Assets and Liabilities arising from a Single Transaction
(Amendments to IAS 12);
Amendment to IFRS 16 Leases: Lease Liability in a sale & leaseback*.
Effective date
1 January 2023
1 January 2023
1 January 2023
1 January 2023
* Subject to UK endorsement
The Directors do not expect that the adoption of these standards will have a material impact on the financial
statements of the Group or Company in future periods.
41
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
3
Basis of preparation and significant accounting policies
a) Basis of preparation
These financial statements have been prepared in accordance with UK-adopted international accounting standards
and with the requirements of the Companies Act 2006. The Financial statements are prepared under the historical
cost convention as modified by the measurement of certain financial instruments at fair value.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Group's and
Company’s accounting policies.
b) Basis of consolidation
Subsidiaries are entities controlled by the Group. Control is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the ability to affect those returns through its power
over the investee. Specifically, the Group controls an investee if, and only if, the Group has:
• Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the
investee);
• Exposure, or rights, to variable returns from its involvement with the investee; and
•
The ability to use its power over the investee to affect its returns.
Generally, when the Group has less than a majority of the voting or similar rights of an investee, the Group
considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
The contractual arrangement(s) with the other vote holders of the investee;
•
• Rights arising from other contractual arrangements; and
The Group’s voting rights and potential voting rights.
•
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Subsidiaries are fully consolidated from the date that
control commences until the date that control ceases. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Group. Intra-group balances and any
unrealised gains or losses or income or expenses arising from intra-group transactions are eliminated in preparing
the Group financial statements.
c) Functional and presentation currency
These consolidated financial statements are presented in GB pounds sterling (GBP), which is the Company’s
functional currency.
d) Going concern
The Company has prepared a cash flow forecast to 30 June 2024 which supports the Directors’ expectation that
the Group has adequate resources to continue in operational existence for a period of not less than 12 months
from the date of signing these financial statements. This cash flow forecast assumes that the exploration
programmes, including minimum expenditure commitments, will only continue with additional equity funding
secured by the Group. This additional funding is not guaranteed, however, to date the Group has been successful
in securing funding when required. On 17 October 2022, the Company announced that it had successfully
completed a placing of new ordinary shares in the Company, raising gross proceeds of £375,000, which comprised
240,000,000 new ordinary shares of 0.1 pence each in the Company being placed with an institutional investor at
an issue price of 0.125 pence per share. In addition, certain Rockfire employees, including several Directors
subscribed for an aggregate of 60,000,000 new ordinary shares at the same issue price. In total, 300,000,000 new
ordinary shares were issued pursuant to the placing. On 1 June 2023, the Company announced that it had raised
£880,000, before expenses, through a placing of 400,000,000 new ordinary shares of 0.1pence each at a price of
0.22 pence per share. As such, the financial statements have been prepared assuming the Group and Company
will continue as a going concern.
The Directors believe the Group will generate sufficient working capital and cash flows to continue in operational
existence and will have the ongoing support of its shareholders, if required, for the foreseeable future.
42
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
e) Business combinations
The Group applies the acquisition method in accounting for business combinations. The consideration transferred
by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets
transferred, liabilities incurred, and the equity interests issued by the Group, which includes the fair value of any
asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.
Assets acquired and liabilities assumed are generally measured at their acquisition-date fair value.
f) Property, plant and equipment
Items of property, plant and equipment are stated at historical cost less accumulated depreciation.
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
• Motor vehicles
• Office equipment
• Building improvements
–
–
–
20% straight line
25% straight line
10% straight line
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
g)
Intangible assets – exploration costs
Exploration costs comprise costs associated with the acquisition of mineral rights and mineral exploration and are
capitalised as intangible assets pending the feasibility of the project. They also include certain administrative costs
that are allocated to the extent that those costs can be related directly to exploration activities.
If an exploration project is deemed successful based on feasibility studies, the related expenditure is transferred to
development and production assets and amortised over the estimated useful life of the ore reserves on a unit of
production basis. Where a project is abandoned or considered to be no longer economically viable, the related
costs are written off to profit or loss.
To date, the Group has not progressed to the development and production stage in any area of operation.
h)
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an assets or cash-generating unit’s fair value
less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent from those of other assets or groups of assets. Where the carrying value
of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable
amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to
the asset. In determining fair value less costs to sell, an appropriate valuation model is used.
Exploration projects at an early stage of development are assessed under the following areas, in accordance with
the criteria contained within IFRS 6, for circumstances that may indicate the existence of impairment:
The Group’s right to explore in an area has expired, or will expire in the near future without renewal;
•
• No further exploration or evaluation is planned or budgeted;
• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the
absence of a commercial level of reserves; or
• Sufficient data exists to indicate that the book value will not be fully recovered from future development.
Impairment losses of continuing operations are recognised in profit or loss in those expense categories consistent
with the function of the impaired asset. For impaired assets, an assessment is made at each reporting date as to
whether there is any indication that previously recognised impairment losses may no longer exist or may have
decreased. If such indication exists, the Group makes a revised estimate of recoverable amount. A previously
recognised impairment loss is reversed only if there has been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount
of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount
43
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in
prior years.
i) Financial instruments
Financial assets
Classification
The Group classifies its financial assets at amortised cost. Financial assets do not comprise prepayments.
Management determines the classification of its financial assets at initial recognition. The classification of financial
assets at initial recognition that are debt instruments depends on the financial asset’s contractual cash flow
characteristics and the business model for managing them. In order for a financial asset to be classified and
measured at amortised cost it needs to give rise to cash flows that are solely payments of principal and interest
(SPPI) on the principal amount outstanding.
Amortised cost
The Group’s financial assets held at amortised cost comprise trade and other receivables and cash and cash
equivalents in the statement of financial position. These assets are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They arise principally through the provision of
goods and services to customers (e.g., trade receivables), but also incorporate other types of contractual monetary
asset. They are initially recognised at fair value plus transaction costs that are directly attributable to their
acquisition or issue and are subsequently carried at amortised cost using the effective interest method, less
provision for impairment.
Impairment of financial assets
An impairment provision is recognised when there is objective evidence of a default event (e.g., significant financial
difficulties on the part of the counterparty or default or significant delay in payment) such that the Group may be
unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the
difference between the net carrying amount and the present value of the future expected cash flows associated
with the impaired asset.
Impairment provisions for trade receivables and other receivables are recognised based on the simplified approach
within IFRS 9 using lifetime expected credit losses (ECLs). During this process the probability of non-payment of
receivables is assessed. This probability is then multiplied by the amount of expected loss arising from the default
to determine the ECL.
Financial liabilities
The Group classifies its financial liabilities in the category of financial liabilities at amortised cost. All financial
liabilities are recognised in the statement of financial position when the Group becomes a party to the contractual
provision of the instrument. Trade and other payables and borrowings are included in this category.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently
carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value
is recognised in the statement of comprehensive income over the period of the borrowings using the effective
interest method.
Borrowings are de-recognised from the balance sheet when the obligation specified in the contract is discharged,
is cancelled or expires. The difference between the carrying amount of a financial liability that has been
extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred
or liabilities assumed, is recognised in profit or loss as other operating income or finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting period.
44
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Trade and other payables
Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost using
the effective interest method. Accounts payable are classified as current liabilities if payment is due within one year
or less. If not, they are presented as non-current liabilities.
j) Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a
result of a past event, and it is probable that an outflow of economic benefit will be required to settle the obligation.
If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate
that reflects the current market assessment of the time value of money and where appropriate, the risks specific to
the liability.
k) Current and deferred tax
Tax represents the sum of current and deferred tax.
Tax payable or receivable is based on taxable profit or loss for the year. Taxable profit or loss differs from accounting
profit or loss as reported in the consolidated statement of comprehensive income because it excludes items of income
or expense that are taxable or deductible in other years and further excludes items that are never taxable or deductible.
Current tax is measured using tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised
for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
future taxable profits will be available, against which deductible temporary differences can be utilised.
l)
Pensions
Pension costs charged in the financial statements represent the contributions payable by the Group during the year
into defined contribution pension schemes.
m) Foreign currencies
The individual financial statements of each Group entity are presented in the currency of the primary economic
environment in which the entity operates (its functional currency). For the purpose of the financial statements, the
results and financial position of each entity are expressed in GBP.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the
rates prevailing at the balance sheet date.
Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are
included in the statement of comprehensive income for the period.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign
operations are expressed in GBP using exchange rates prevailing at the balance sheet date. Income and expense
items are translated at the average exchange rates for the period. Exchange differences arising, if any, are classified
as other comprehensive income and are transferred to the Group’s translation reserve.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely
in the foreseeable future, foreign currency gains and losses arising from such items are considered to form part of a
net investment in the foreign operation and are recognised in other comprehensive income and presented in the
exchange reserve in equity.
n) Investments
Investments held as non-current assets comprise investments in subsidiary undertakings and are stated at cost
less any provision for impairment.
45
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
o) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are
recognised as a deduction from equity, net of any tax effects.
p) Share-based payments
The Group makes equity-settled share-based payments to certain Directors and employees. Equity-settled share-
based payments are measured at fair value at the date of grant by reference to the fair value of the equity
instruments granted.
The fair value determined at the grant date of equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Group’s estimate of the number of instruments that will eventually vest
with a corresponding adjustment to equity. Fair value is measured by use of the Black Scholes model. The expected
life used in the model has been adjusted, based on management’s best estimate, for the effect of non-
transferability, exercise restrictions, and behavioural considerations.
Non-vesting and market vesting conditions are taken into account when estimating the fair value of the option at
grant date. Service and non-market vesting conditions are taken into account by adjusting the number of options
expected to vest at each reporting date.
q) Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning the future. The resulting estimates will, by definition,
seldom equal the actual results. 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. Certain amounts included in the financial statements involve the use of judgement and/or estimation.
These judgements and estimates are based on management’s best knowledge of the relevant facts and
circumstances, but actual results may differ from the amounts included in the financial statements. The Board has
considered the critical accounting estimates and assumptions used in the financial statements and concluded that
the areas of judgement that have the most significant effect on the amounts recognised in the financial statements
are as set out below.
Recoverability of deferred exploration costs
All costs directly attributable to exploration are capitalised on a project basis, pending a decision on the economic
feasibility of the project. The capitalisation of such costs gives rise to an intangible asset in the consolidated and
parent company statements of financial position. Exploration costs are capitalised where it is considered likely that
the amount will be recovered by future exploitation, sale or alternatively where the activities have not reached a
stage which permits a reasonable assessment of the existence of reserves. This requires management to make
estimates and assumptions as to the future events and circumstances, especially in relation to whether an
economically viable extraction operation can be established. Such estimates are subject to change and should it
become apparent that recovery of the expenditure is unlikely, the relevant amount is written off in the statement of
comprehensive income.
Receivables from Group undertakings
The Company makes assumptions when implementing the forward-looking ECL model. This model is used to
assess intercompany loans for impairment.
Estimates are made regarding the credit risk and the underlying probability of default in each of the credit loss
scenarios. The scenarios identified by the Company are production, divestment, fire-sale and failure. The Directors
make judgements on the expected likelihood and outcome of each of the scenarios, and these expected values
are applied to the loan balances.
4 Segmental reporting
During the year, the Group had one business segment which was exploration for gold and copper resources.
Accordingly, no segmental analysis is appropriate.
46
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
5 Staff costs
Number of employees
The monthly average number of employees (excluding Directors) of the Group during the year was:
Professional
Employment costs (excluding directors)
Wages and salaries
Post-employment benefits
Total
Directors’ emoluments
2022
David Price
Gordon Hart
Ian Staunton
Patrick Elliott
Nicholas Walley
Total
2021
David Price
Gordon Hart
Ian Staunton
Patrick Elliott
Nicholas Walley
Total
2022
No.
2
2022
£
126,531
8,687
135,218
Short-term
benefits
£
162,547
88,699
31,576
29,540
31,576
343,938
Post-
employment
benefits
£
16,662
9,092
-
-
-
25,754
Short-term
benefits
£
150,000
79,992
30,000
28,000
30,731
318,723
Post-
employment
benefits
£
14,639
7,985
-
-
-
22,624
The key management personnel of the Group are considered to be the Directors.
6 Operating loss
Operating loss is stated after charging:
Fees payable to the Group auditor for the audit of the
Group and Company financial statements
Fees payable to the Group auditor for the taxation services
Impairment of intangible assets
2022
£
27,960
2,000
-
2021
No.
2
2021
£
106,422
10,363
116,785
Total
£
179,209
97,791
31,576
29,540
31,576
369,692
Total
£
164,639
87,977
30,000
28,000
30,731
341,347
2021
£
24,750
1,850
12,334
47
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
7 Taxation
Factors affecting tax charge for the year
Loss on ordinary activities before taxation
Loss on ordinary activities at the UK standard rate of
19% (2021: 19%)
Effects of:
UK carried forward losses
Non-deductible expenses
Losses of overseas subsidiaries carried forward
Current tax charge
2022
£
2021
£
(753,212)
(744,953)
(143,110)
(141,541)
95,432
45
47,633
-
82,253
24,491
34,797
-
The Group has estimated UK tax losses of approximately £5,671,000 (2021: £5,061,000), and losses of overseas
subsidiaries approximately £1,153,000 (2021: £863,000) available to carry forward against future trading profits.
The Group has not recognised a deferred tax asset on any losses carried forward due to the uncertainty of future
profits.
8 Earnings per share
Loss for the purpose of basic and diluted loss per
share
Weighted average number of ordinary shares for the
purpose of basic and diluted loss per share
2022
£
2021
£
(753,212)
(744,953)
1,166,576,254
974,997,979
Loss per share – basic and diluted (pence)
(0.06)
(0.08)
Basic EPS is calculated by dividing the loss attributable to equity holders of the Company by the weighted average
number of ordinary shares in issue during the year. Diluted EPS is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The
Company, being loss making in both this year and the comparative period would mean that any exercise would be
anti-dilutive.
48
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
9 Intangible assets
Group
At 1 January 2021
Additions
Impairment
Foreign exchange differences
At 31 December 2021
At 1 January 2022
Additions
Acquisition
Foreign exchange differences
At 31 December 2022
Exploration
costs
£
2,655,196
918,667
(12,334)
(113,790)
3,447,739
3,447,739
459,292
394,530
149,557
4,451,118
As at 31 December 2022, the Group had future commitments of £6,910,544 (2021: £9,342,018) in relation to
exploration projects:
1 year
Later than 1 year but no more than 5 years
Total
Company
At 1 January 2021
Additions
At 31 December 2021
At 1 January 2022
Transferred to subsidiary
At 31 December 2022
Rent
£
7,397
486,186
493,583
Minimum
spend
£
609,993
5,806,968
6,416,961
Exploration
costs
£
13,380
-
13,380
13,380
(13,380)
-
49
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
10 Property, plant and equipment
Group
Cost
At 1 January 2021
Additions
Foreign exchange differences
At 31 December 2021
At 1 January 2022
Additions
Foreign exchange differences
At 31 December 2022
Depreciation
At 1 January 2021
Charge for the year
Depreciation capitalised
Foreign exchange differences
At 31 December 2021
At 1 January 2022
Charge for the year
Depreciation capitalised
Foreign exchange differences
At 31 December 2022
Net book value
At 31 December 2021
At 31 December 2022
Total
£
33,610
2,690
(1,646)
34,654
34,654
25,003
2,638
62,295
7,904
2,619
4,433
(491)
14,465
14,465
5,041
3,637
829
23,972
20,189
38,323
Motor
vehicles
£
Office
equipment
£
Building
improvements
£
3,165
2,690
(178)
5,677
5,677
3,165
347
9,189
807
2,619
-
(74)
3,352
3,352
4,507
-
266
8,125
2,325
1,064
-
-
-
-
-
1,065
44
1,109
-
-
-
-
-
-
-
-
-
-
-
1,109
30,445
-
(1,468)
28,977
28,977
20,773
2,247
51,997
7,097
-
4,433
(417)
11,113
11,113
534
3,637
563
15,847
17,864
36,150
50
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
10 Property, plant and equipment (continued)
Company
Cost
At 1 January 2021
Additions
At 31 December 2021
At 1 January 2022
Additions
At 31 December 2022
Depreciation
At 1 January 2021
Charge for the year
At 31 December 2021
At 1 January 2022
Charge for the year
At 31 December 2022
Net book value
At 31 December 2021
At 31 December 2022
11 Investments
Company
At beginning and end of the year
Additions in respect of acquisitions
Additional issue of share capital
Total
Office
equipment
£
-
1,150
1,150
1,150
-
1,150
-
460
460
460
581
1,041
690
109
Total
£
-
1,150
1,150
1,150
-
1,150
-
460
460
460
581
1,041
690
109
2022
£
2021
£
648,000
362,147
20,493
1,030,640
648,000
-
-
648,000
On 8 March 2022, Rockfire announced the winning of an Open International Tender for a 30-year licence to explore
and mine the high-grade Molaoi Zn/Pb/Ag deposit, located in the Hellenic Republic of Greece. Rockfire participated
in the tender under a Memorandum of Understanding with a local Greek company, Hellenic Minerals IKE, now
Hellenic Minerals SA (“Hellenic”), the applicant in the tender.
On 16 May 2022, the Company acquired 100% of the issued share capital in Hellenic. Consideration was paid by
the Company issuing 50,000,000 new ordinary shares to the vendors of Hellenic at an issue price of 0.01p and
potential deferred consideration of £400,000 in respect of obtaining a JORC-compliant mineral resource exceeding
four hundred thousand tonnes of zinc equivalent value. The vendors of Hellenic retain a 2% gross production
royalty on saleable product from all metals extracted from the Molaoi project. The Company has the option to
acquire the gross production royalty for a cash consideration of £1,000,000 at any time. The following table
summarises the net liabilities acquired, and assumed at the acquisition date:
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Net liabilities acquired
Consideration
Fair value attributable to exploration assets
51
Fair value
£’s
17,070
82,282
(131,735)
(32,383)
362,147
394,530
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
11
Investments (continued)
Additional share capital investment of €24,000 was agreed by the Board on 8 August 2022, in respect of the
conversion of Hellenic to an SA company, to meet the statutory requirements of capital invested per Greek
company law.
The Group's subsidiary undertakings at 31 December 2022, were as follows:
Entity name
Papua Mining
Limited
BGM
Investments Pty
Limited
Hellenic
Minerals SA
Proportion
held
100%
Class of
shareholding
Ordinary
Nature of
business
Dormant
Country of
incorporation Registered office
British Virgin
Islands
c/o AA Corporate Management
13, Boulevard Princesse
Charlotte, Monte Carlo, Monaco,
MC98000
100%
Ordinary
Exploration Australia
100%
Ordinary
Exploration Greece
c/o WSC Group Accountants,
11/800-812 Old Illawarra Road,
Menai, NSW 2234, Australia
Philellinon No 9, Alexandroupoli,
68131, Greece.
12 Trade and other receivables
Current
Group
Other receivables
Company
Amounts owed by Group undertakings
Other receivables
Total
2022
£
106,171
2022
£
4,561,444
44,375
4,605,819
2021
£
124,261
2021
£
3,493,473
79,860
3,573,333
Receivables due from Group undertakings are net of cumulative ECLs of £704,890 (2021: £618,868). Other
receivables comprise prepayments.
Non - Current
Group
Other receivables
2022
£
85,872
2021
£
-
The other receivables balance of £85,872 (2021: £Nil) relates to deposits held in respect of a guarantee given to
the Greek Government which expires in 2028.
52
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
13 Share capital
Group and Company
Issued share capital
Deferred shares of £0.099 each
Ordinary shares of £0.001 each
Ordinary Shares
Allotted, called up and fully paid
At 1 January
Issued for cash
Issued in lieu of fees
Issued in asset acquisition
At 31 December
Share Capital
Allotted, called up and fully paid
At 1 January
Issued for cash1
Issued in lieu of fees
Issued in asset acquisition
At 31 December
2022
No.
2021
No.
51,215,534
1,439,739,067
51,215,534
1,082,466,125
2022
Number
2021
Number
1,082,466,125
300,000,000
7,272,942
50,000,000
1,439,739,067
832,415,592
246,429,200
3,621,333
-
1,082,466,125
2022
£
7,078,136
300,000
7,273
50,000
7,435,409
2021
£
6,828,086
246,429
3,621
-
7,078,136
1In the year ended 31 December 2022 includes issue costs of £42,410 (2021: £108,690).
The nominal value of the issued share capital includes a cumulative foreign exchange difference of £925,332 which
crystallised in 2017 when the Group’s functional and presentational currency was changed from US$ to GBP.
14 Reserves
Share premium
The share premium account represents amounts subscribed for share capital in excess of nominal value, net of
directly attributable issue costs.
Foreign exchange reserve
Cumulative gains and losses on translating the net assets of overseas operations to the presentation currency.
Merger relief reserve
The balance on the merger relief reserve represents the fair value of the consideration given in excess of the
nominal value of the ordinary shares issued as consideration on the acquisition of Hellenic.
Other reserves
Represents the reserve arising from a share for share exchange as part of a group reorganisation in 2011.
53
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
15 Share options and warrants
Share options
2022
2021
Weighted
average
exercise
price
£
0.02
-
-
0.02
0.02
Options
No.
18,000,000
36,000,000
-
54,000,000
54,000,000
Weighted
average
exercise
price
£
0.02
0.02
-
0.02
0.02
Options
No.
54,000,000
-
-
54,000,000
54,000,000
Outstanding at 1 January
Granted during the year
Lapsed during the year
Outstanding at 31 December
Exercisable at 31 December
The weighted average life of the outstanding and exercisable options was 366 days (2021 :2 years and 163 days).
Share options held by Directors were as follows:
David Price
Gordon Hart
Ian Staunton
Patrick Elliot
Nicholas Walley
2022
No.
10,000,000
10,000,000
6,000,000
6,000,000
6,000,000
2021
No.
10,000,000
10,000,000
6,000,000
6,000,000
6,000,000
Warrants
2022
2021
Outstanding at 1 January
Lapsed during the year
Outstanding and exercisable at 31 December
Weighted
average
exercise
price
£
0.010
0.010
-
Warrants
No.
30,899,999
-
30,899,999
Weighted
average
exercise
price
£
0.010
-
0.010
Warrants
No.
30,899,999
30,899,999
-
The weighted average life of the outstanding and exercisable warrants at 31 December 2021 was 279 days.
16 Trade and other payables
Group
Trade payables
Other payables
Accruals
Total
Company
Trade payables
Other payables
Accruals
Total
2022
£
80,587
22,278
57,209
160,074
2022
£
46,667
20
43,612
90,299
2021
£
47,006
17,128
46,250
110,384
2021
£
46,242
3,086
35,657
84,985
54
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
17 Financial instruments
In common with other businesses, the Group is exposed to risks that arise from its use of financial instruments.
This note describes the Group’s objectives, policies and processes for managing those risks and the methods used
to measure them. Further quantitative information in respect of these risks is presented throughout these financial
statements.
The significant accounting policies regarding financial instruments are disclosed in note 3.
The Group does not have any derivative products or any long-term borrowings. The Group is not exposed to
interest-bearing indebtedness. The exploration activities of the Group are financed by the proceeds of share issues.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
Group
Financial assets
Cash and cash equivalents
Trade and other receivables
Total
Financial liabilities
Trade payables
Other payables
Total
Company
Financial assets
Cash and cash equivalents
Trade and other receivables
Total
Financial liabilities
Trade payables
Other payables
Total
2022
£
506,127
-
506,127
80,587
22,278
102,865
2021
£
1,473,599
-
1,473,599
47,007
62,650
109,657
37,005
4,605,819
4,642,824
1,420,801
4,112,412
5,533,213
46,667
43,632
90,299
46,242
38,743
84,985
The Directors consider that the fair value of the above financial instruments is equal to the carrying values.
General objectives, policies and processes
The Directors have overall responsibility for the determination of the Group’s risk management objectives and
policies. The Board regularly reviews the effectiveness of the processes put in place and the appropriateness of
the objectives and policies it sets.
The overall objective of the Directors is to set policies that reduce risk as far as possible without unduly affecting
the Group’s competitiveness and flexibility.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations. The carrying amount of financial assets represents the maximum credit exposure.
The maximum exposure to credit risk at the reporting date was as follows:
55
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
17 Financial instruments (continued)
Group
Financial assets
Cash and cash equivalents
Trade and other receivables
Total
Company
Financial assets
Cash and cash equivalents
Trade and other receivables
Total
Liquidity risk
2022
£
506,127
106,171
612,298
2021
£
1,473,599
-
1,473,599
37,005
4,605,819
4,642,824
1,420,801
4,112,412
5,533,213
Liquidity risk relates to the ability of the Group to meet future obligations and financial liabilities. To date the Group
has relied upon shareholder funding of its activities. Future exploration and development activities is dependent
upon the Group’s ability to obtain further financing through equity financing or other means.
The following table shows the Group’s financial liabilities:
Group
Financial liabilities
Trade payables
Other payables
Total
Company
Financial liabilities
Trade payables
Other payables
Total
2022
£
80,587
22,278
102,865
2021
£
47,006
62,650
109,656
46,667
43,632
90,299
46,242
38,743
84,985
The financial statements have been prepared on a going concern basis and note 3(d) provides further information
in this regard.
Foreign currency risk
Foreign currency risk refers to the risk that the value of a financial commitment, recognised asset or liability will
fluctuate due to changes in foreign currency rates.
The Group operates in Australia and Greece. As such the Group is exposed to transaction foreign exchange risk.
The mix of currencies and terms of trade with its suppliers are such that the Directors believe that the Group’s
exposure is minimal and consequently they have not, to date, specifically sought to hedge that exposure. Most of
the Group’s funds are in GBP with only sufficient funds held overseas to meet local costs. The Group and
Company’s net exposure to foreign currency risk at the reporting date is as follows:
Net foreign currency financial
(liabilities)/assets
EURO
AUD
Group
Company
Year
ended 31
December
2021
£
-
69,075
69,075
Year
ended 31
December
2022
£
-
-
-
Year
ended 31
December
2021
£
-
(2,728)
(2,728)
Year
ended 31
December
2022
£
83,781
376,655
460,436
56
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
17 Financial instruments (continued)
Sensitivity analysis
The following table details the impact of changes in foreign exchange rates on financial assets and liabilities at the
balance sheet date, illustrating the (decrease)/increase in Group operating result caused by a 10 per cent
strengthening of GBP compared to the year-end spot rate. The analysis assumes that all other variables remain
constant.
Net foreign currency financial
(liabilities)/assets
Euros
AUD
Commodity price risk
Profit or loss
Equity
Year
ended 31
December
2022
£
(8,378)
(37,666)
(46,044)
Year
ended 31
December
2021
£
-
(6,907)
(6,907)
Year
ended 31
December
2022
£
(8,378)
(37,666)
(46,044)
Year
ended 31
December
2021
£
-
(6,907)
(6,907)
Commodity price risk is the risk that the Group’s future earnings will be adversely impacted by changes in the
market prices of commodities. The Group is not currently exposed to commodity price risk, but future revenues will
be determined by reference to market commodity prices.
Capital management
The Group’s objectives when managing capital is to maintain its ability to continue as a going concern in order to
provide returns for shareholders and benefits for other stakeholders and to ensure sufficient resources are available
to meet day to day operating requirements. The Group defines capital as ‘equity’ and ‘cash’ as shown in the
consolidated statement of financial position. As at 31 December 2022 the Group held equity and cash balances of
£4,941,665 and £506,127 (2021: £4,955,405 and £1,473,599), respectively. The Board takes full responsibility for
managing the Group’s capital and does so through Board meetings and reviews of financial information.
The Group’s policy is to invest its cash in deposits with high credit worthy financial institutions with short term
maturity.
18
Related party transactions
During the year, the Company advanced funds to BGM Investments Pty Ltd totalling £570,641 (2021: £1,109,832).
The loan is repayable in GBP on demand and as at 31 December 2022, £3,981,077 (2021: £3,493,473) was
outstanding. A cumulative expected credit loss provision of £704,890 (2021: £618,869) has been recognised at the
year-end in respect of the loan.
During the year, the Company advanced funds to Hellenic totalling £563,635 and transferred exploration costs of
£13,380. The loan is repayable in GBP on demand and as at 31 December 2022, £580,344 was outstanding.
On 16 May 2022, the Company issued 50,000,000 new ordinary shares to the vendors of Hellenic Minerals as
settlement of Tranche 1 of the acquisition agreement for the Molaoi project in Greece. David Price (or his related
party nominees) was issued 25,000,000 of these new ordinary shares in the Company as per an historic agreement
with the vendors as previously reported. Further details of the acquisition are set out in note 11.
19
Subsequent events
On 9 January 2023, the Company issued 4,475,758 new ordinary shares to Patrick Elliott in settlement of Director’s
fees.
On 20 January 2023, the Company announced that it has entered into a joint venture arrangement with Sunshine
Gold Limited on the Lighthouse and Kookaburra tenements in Queensland, Australia. Details of the arrangement
are set out in the Chairman’s Statement.
57
ROCKFIRE RESOURCES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
19
Subsequent events (continued)
On 1 June 2023, the Company announced that it had raised £880,000, before expenses, through a subscription of
400,000,000 new ordinary shares of 0.1pence each at a price of 0.22 pence per share.
58