Gibraltar Industries
Annual Report 2023

Plain-text annual report

Company Registration No. 07791328 Annual Report 2023 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 1 Page 2 3 6 7 20 24 33 39 40 41 42 43 44 45 46 Throughout this Annual Report, “Rockfire”, “Rockfire Resources” or “the Company” means Rockfire Resources plc and “the Group” means the Company and its subsidiaries. Annual Report and Accounts 2023 2 Rockfire Resources plc Company Information Directors Gordon Hart David Price Ian Staunton Patrick Elliott Nicholas Walley Secretary MSP Corporate Services Limited 27-28 Eastcastle Street London W1W 8DH Company registration number 07791328 Registered office 201 Temple Chambers 3-7 Temple Avenue London EC4Y 0DT Nominated advisor and broker Allenby Capital Limited 5 St Helen’s Place London EC3A 6AB Solicitors Thursfields LLP 9-10 The Tything Worcester WR1 1HD Fladgate LLP 16 Great Queen Street London WC2B 5DG Independent auditor PKF Littlejohn LLP 15 Westferry Circus Canary Wharf London E14 4HD Registrar Share Registrars Limited 3 The Millennium Centre Crosby Way Farnham, Surrey GU9 7XX Annual Report and Accounts 2023 Rockfire Resources plc 3 Chairman’s Statement The last financial year has provided highs and lows for the Company, including a number of surprising turns of events. Management was disappointed not to have implemented its strategy to acquire a cash-generating business but was, at the same time, thankful to avoid any negative impacts which may have resulted from the completion of the transaction under sanction conditions. Exploration Review The Molaoi base metal and critical mineral project in Greece continued to provide a bright spot for the Company and remains the Company’s principal focus. There was important diamond drilling completed during the reporting period, with much of the year’s drilling objectives being: • • • • • To confirm the depth to mineralisation throughout the mineralisation model; To confirm the positioning of mineralisation along the length of the mineralised zone; To drill between historical drill holes to confirm the continuity of mineralisation; To drill close to historical drill holes to confirm the grade and width of mineralisation; and To determine the geotechnical parameters of the ore zone with respect to ground integrity, fracture density, rock quality designator values, friability and structure orientation where possible. These outcomes were successful, and management is pleased with the results and continues to be pleased with the on-going progress of the project. Overall, the grades and widths intersected by Rockfire correlate very well with the results anticipated from historical drilling. The confirmation of the positioning, grades, depths, and widths provides encouragement for Rockfire’s technical team to rely on the results of historical drilling. This means that most of the historical holes are likely to be included in any future resource estimates and mine planning. A significant milestone was announced to the market on 20 April, when the Greek Government approved the environmental study permit for exploration to occur over the following five years for Molaoi. This decision by the Greek Government was received in swift time and is a clear affirmation of the resolve of the Greek Government to facilitate foreign investment in the mining sector. The Company encountered record-breaking zinc grades at Molaoi, with an interval of 0.2m grading 50.8% Zn being returned from drill hole MO_GTK_003A at 142.7m depth. Overall, MO_GTK_003A has a continuous zinc lode interval of 11.3m @ 9.2% ZnEq. commencing from 141.7m depth (37.3g/t Ag, 1.2% Pb, 8.1% Zn). These intervals are robust and would be expected to be included in planned underground mine designs. Throughout the year, drilling continued to prove the continuity of the zinc mineralisation, as well as the grade and the positioning of the lodes. Despite the trading of Rockfire shares being under suspension for much of this period, the Company continued to release drilling results from Molaoi. Up until 23 August 2023, Rockfire’s analysis for germanium failed to detect any elevated germanium. The Company believed this to be highly irregular, given that germanium was identified in historical drill core. The Company’s technical team elected to reanalyse the core for germanium using a different analytical method. Instead of using a 4-acid digest, the laboratory was instructed to use lithium borate fusion. This technique successfully detected high-grade germanium associated with zinc. Annual Report and Accounts 2023 4 Rockfire Resources plc Chairman’s Statement (continued) Germanium and gallium are both included on the US and EU lists of critical minerals, owing to geological scarcity. Gallium is included on the UK list of critical minerals. During the latter part of 2023, China announced restrictions on the export supplies of both gallium and germanium products, citing national security reasons. The Ge and Ga grades at Molaoi are expected to add significant further value as a bi-product to the project economics. Germanium traded above US$1.5m per tonne of metal product for most of the year. Each hole drilled by Rockfire has intersected zinc, lead, silver and germanium mineralisation at the anticipated depth, the expected elevation, the calculated average grade, and the precise location modelled by the historical drilling. This is a good sign that the original drilling data can be relied upon and can be used in future feasibility studies and resource upgrades. A farm-in and joint venture agreement was announced to the market on 20 January 2023. Rockfire had entered a new joint venture (“JV”) at the Plateau gold deposit in Queensland, Australia. The binding heads of agreement is with Sunshine Gold Limited (“Sunshine”), a company which is listed on the Australian Stock Exchange (ASX:SHN). The JV includes the Lighthouse tenement (EPM25617) and the adjoining Kookaburra tenement (EPM26705) and will result in Sunshine sole-funding exploration at Plateau for the next three years, with funding being engaged on direct exploration activity. Rockfire’s intention is to focus its financial, logistical and human resources on the Molaoi zinc deposit in Greece. 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. Several updates on exploration progress at Lighthouse were provided by Sunshine during the year. At the Plateau, Horse Creek and Cardigan Dam prospects, rock chip sampling returned high grade gold up to 8.35g/t Au and silver up to 116g/t Ag. Field mapping and sampling at Cardigan Dam identified a gossanous breccia. The best rock chip assayed 13.20g/t Au. A new zone of mineralisation was identified and rock sampling returned 9.58g/t Au. Follow-up sampling at Cardigan Dam confirmed a second gossanous zone, where rock chip sampling resulted 59.5g/t Au. Corporate A number of important milestones were announced to the market on 15 September 2023. Foremost of these was the proposed acquisition of Emirates Gold DMCC and Emperesse Bullion LLC (the “Proposed RTO”). This Proposed RTO was part of the Directors’ ambitious growth strategy to acquire cash-generating and profitable companies. Due to the Proposed RTO constituting a reverse takeover under the AIM Rules for Companies, the Company’s shares were suspended from trading on the AIM Market of the London Stock Exchange on 15 September 2023. Simultaneous to the announcement of the Proposed RTO, the Company raised £3.5 million from two new institutional investors. The successful result of this subscription was announced to the market on 20th September 2023, with net proceeds to be used for the following purposes: 1) 2) 3) 4) to satisfy the payment of US$2m for the initial consideration for the Proposed RTO; to contribute towards costs associated with the Proposed RTO; to continue drilling at the Company’s Molaoi zinc, silver, lead and germanium project in Greece; and to fund the working capital requirements within the Company. Annual Report and Accounts 2023 Rockfire Resources plc 5 Chairman’s Statement (continued) Rockfire’s management team, financial advisers, consultants, lawyers and accountants were in the process of undertaking a thorough due diligence on the companies to be acquired, as well as preparation of the admission document required to lift the suspension on the Company’s shares. However, on 8 November 2023, the Foreign, Commonwealth & Development Office, a department of the Government of the United Kingdom, imposed a sanction on the vendor of Emirates Gold and Emperesse Bullion. Rockfire was unable to complete the Proposed RTO without breaching the sanctions and therefore, on 13 November 2023, the Company announced the termination of the acquisitions of the two companies and the withdrawal from the share purchase agreement. Trading on AIM in the Company’s shares was restored on 13 November 2023. I present to you, the Annual Report for Rockfire for the financial year ended 31 December 2023. The year ahead will focus on Molaoi, as well as the evaluation of new business to build the Company, in line with the Board’s growth ambitions. Financial review The income statement for the year shows a loss of £1,988,747 (2022: loss £614,329). The Company was pleased to welcome a number of institutional and high net worth shareholders during the year and raised a total of £4.38m. This funding was used for the continuation of drilling at Molaoi, and to appraise and assess the possible acquisitions outlined above. On 1 June 2023, the Company announced a subscription for 400,000,000 new ordinary shares to be issued to Paloma Precious DMCC. This subscription raised £880,000, before expenses, at a price of 0.22 pence per share. On 20 September 2023, the Company announced that it had successfully raised £3.5m before expenses from two new institutional investors subscribing for 700,000,000 new ordinary shares at a price of 0.5 pence per share. This subscription was at a premium of approximately 36 per cent. to the closing mid-market price of an ordinary share on 14 September 2023 and represented approximately 27.5% of the Company’s issued share capital as enlarged by the subscription. Material events since the end of 2023 On 1 February 2024 the Company confirmed the return of the US$2 million initial consideration which was paid by Rockfire as part of its terminated acquisition of Emirates Gold DMCC and Emperesse Bullion LLC. Gordon Hart Chairman 30 May 2024 Annual Report and Accounts 2023 6 Rockfire Resources plc Directors’ Biographies GordonHart,Chairman Gordon has over 35 years of experience in the equity capital and financial advisory markets. He has spent the last 12 years 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. DavidPrice,ChiefExecutiveOfficerandManagingDirector 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. IanStaunton,Non-executiveDirector Ian has worked in the City of London for more than 40 years in a range of roles, 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. PatrickElliott,Non-executiveDirector 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, a B Comm from the University of New South Wales and a BSc. from the University of Auckland. He has extensive management experience in various fields, including manufacturing, mineral exploration, and oil and gas exploration. Pat is currently Non-executive Chairman of Cap-XX Limited. He is also a Non-executive Director of Tamboran Resources Ltd. and Kirrama Resources Limited (an unlisted explorer and developer of chromite and manganese projects in Madagascar). NicholasWalley,Non-executiveDirector 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. Annual Report and Accounts 2023 Rockfire Resources plc Strategic report 7 CORPORATE The last financial year has provided highs and lows for the Company, including a number of surprising turns of events. Management was disappointed not to have implemented its strategy to acquire a cash-generating business but was, at the same time, thankful to avoid any negative impacts which may have resulted from the completion of the transaction under sanction conditions. On 1 June 2023, the Company announced a subscription for 400,000,000 new ordinary shares to be issued to Paloma Precious DMCC. This subscription raised £880,000, before expenses, at a price of 0.22 pence per share. At the completion of the subscription, Paloma held approximately 21.7 per cent. of the issued share capital of the Company. Rockfire has over 130,000 ounces of gold and over 5 million ounces of silver in JORC resources, with 3.5 million ounces of silver at Molaoi alone. At the time, the Board believed this long-term partnership could be a very logical one, particularly with the increasing demand for silver in the solar energy industry. The proceeds of the subscription were to allow for the commencement of resource upgrade drilling at Molaoi and an updated mineral resource. A number of important milestones were announced to the market on 15 September 2023. Foremost of these was the proposed acquisition of Emirates Gold DMCC and Emperesse Bullion LLC, which are two trading companies registered in the United Arab Emirates. This transaction was part of the Directors’ ambitious growth strategy to acquire cash-generating and profitable companies. Due to the Proposed RTO constituting a reverse takeover under the AIM Rules for Companies, the Company’s shares were suspended from trading on the AIM Market of the London Stock Exchange on 15 September 2023. In accordance with rule 14 of the AIM Rules, the acquisition would require application to be made for the enlarged share capital to be readmitted to AIM, the publication of an AIM admission document, and approval by shareholders of the Company at a general meeting. On the signing of a share purchase agreement, Rockfire paid USD$2 million in cash to acquire 10% of both Emirates and Emperesse. Rockfire conditionally agreed to acquire the remaining shares in the two companies, which were to be transferred to Rockfire on final completion of the transaction. On the same day (15 September 2023), the Company also announced that it proposed to raise £3.5 million before expenses, from two new institutional investors subscribing for 700,000,000 new ordinary shares at a price of 0.5 pence per share. This subscription was at a premium of approximately 36 per cent. to the closing mid-market price of an ordinary share on 14 September 2023 and represented approximately 27.5% of the Company’s issued share capital as enlarged by the subscription. The successful result of the subscription was announced to the market on 20 September 2023, whereby the Company successfully raised £3.5 million before expenses, through two new institutional investors subscribing for 700,000,000 new ordinary shares at a price of 0.5 pence per share. The net proceeds of the subscription were to be used for: 1) 2) 3) 4) to satisfy the payment of US$2m for the initial consideration for the acquisitions; to contribute towards costs associated with the transaction; to continue drilling at the Company’s Molaoi zinc, silver, lead and germanium project in Greece; and to fund the working capital requirements within the Company. Annual Report and Accounts 2023 8 Rockfire Resources plc Strategic report (continued) Paloma Precious DMCC notified the Company via a TR-1 form that it had sold 400,000,000 ordinary shares in an off-market transaction at a price of 0.5 pence per share. This disposal was announced to the market on 22 September 2023 and following the disposal, Paloma held no interest in Rockfire’s issued share capital. Rockfire’s management team and its advisers were in the process of undertaking a thorough due diligence on the companies to be acquired, as well as preparation of the admission document required for the RTO. This due diligence involved two law firms in London, two legal firms in Dubai, the Company’s accountants, an audit firm, Rockfire’s nominated advisor and broker, as well as multiple departments within the government of the UAE. On 8 November 2023, the Foreign, Commonwealth & Development Office, a department of the Government of the United Kingdom, imposed sanctions on Paloma Precious DMCC and 28 other individuals and entities. Rockfire immediately sought legal advice regarding the Proposed RTO. The conclusion from this advice was that Rockfire was unable to complete the transaction without breaching the sanctions and therefore, on 13 November 2023, the Company announced the termination of the acquisition of the two companies and the withdrawal from the share purchase agreement. Following the termination of the transaction, Trading on AIM in the Company’s shares was restored on 13 November 2023. Rockfire announced to the market on 4 December 2023, that is had made application to the UK Government’s Office of Financial Sanctions Implementation (“OFSI”) for authority to recover the US$2 million consideration which Rockfire paid as the initial consideration for the acquisition of Emirates and Emperesse. This application was subsequently approved by the OFSI and announced to the market on 1 February 2024, that Rockfire received the US$2m into its bank account. Molaoi Zinc Project, Greece The Molaoi project continues to advance, with significant and important diamond drilling completed during the reporting period. Rockfire, through its 100%-owned subsidiary, Hellenic Minerals S.A. completed a total of seven geotechnical drill holes. These holes were designed for the following outcomes: • • • • • To confirm the depth to mineralisation throughout the mineralisation model; To confirm the positioning of mineralisation along the length of the mineralised zone; To drill between historical drill holes to confirm the continuity of mineralisation; To drill close to historical drill holes to confirm the grade and width of mineralisation; and To determine the geotechnical parameters of the ore zone with respect to ground integrity, fracture density, rock quality designator values, friability and structure orientation where possible. These outcomes were successful, and management is pleased with the results. The ground conditions are very poor above the mineralisation and significant ground support is anticipated when mining commences. Owing to poor ground conditions, the preferred access to the ore body is expected to be a shaft, rather than a decline. This will minimise the amount of development in unstable ground. Overall, the grades and widths intersected by Rockfire correlate very well with the results anticipated from historical drilling. The confirmation of the positioning, grades, depths, and widths provides enormous encouragement for Rockfire’s technical team to rely on the results of historical drilling. This means that most of the historical holes are likely to be included in any future resource estimates and mine planning. Annual Report and Accounts 2023 Rockfire Resources plc 9 Strategic report (continued) The year commenced well when on 23 January 2023, the Company announced the first assay results from hole MO_GTK_001. This hole confirmed that Molaoi comprises multiple lodes, and perhaps as many as four stacked, high-grade lodes. Best results included: • • • • 13.4% ZnEq. over 7.18m width, from 130.62m (11.3% Zn, 1.4% Pb and 50g/t Ag). 15.6% ZnEq. over 0.17m width, from 142.60m (14.3% Zn, 0.5% Pb and 41.80g/t Ag). 10.7% ZnEq. over 1.73m width, from 144.90m (8.3% Zn, 1.3% Pb and 62g/t Ag). 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 obtained were 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). Further high grades were announced on 4 April 2023, when hole MO_GTK_002 results were released to the market. High-grade individual zinc values up to 19.7% Zn over 0.4m width were found to occur from 108.40m depth. Individual peak silver values are up to 94.2g/t Ag, and individual peak lead values are up to 2.5% Pb. An overall width of 2.4m recorded an average grade of 5.8% ZnEq., from 106.94m (5.4% Zn, 0.6% Pb and 17.8g/t Ag). Results continue to confirm the location, continuity, and high-grade nature of the zinc resource. Potentially economic zinc grades continue to occur over widths deemed suitable for mechanised underground mining. The close association of zinc, silver and lead continues to be demonstrated. A milestone was announced to the market on 20 April 2023, when the Greek Government approved the environmental study permit for exploration to occur over the following 5 years for Molaoi. This decision by the Greek Government was received in swift time and is a clear affirmation of the resolve of the Greek Government to facilitate foreign investment in the mining sector. On 26 May 2023, the Company released record-breaking zinc grades at Molaoi, with an interval of 0.2m grading 50.8% Zn being returned from drill hole MO_GTK_003A at 142.7m depth. This result is immediately followed by a second interval of 0.7m grading 43.2% Zn. This lens of record-breaking grade averages 36% ZnEq. over a 1.42m total length (127.5g/t Ag, 2.7% Pb, 33.6% Zn) and represents the highest grades encountered at Molaoi so far, from 180 drill holes already drilled. This very high-grade interval occurs within a broader, high-grade zone of 4.85m @ 14.6% ZnEq. (58.3g/t Ag, 1.9%Pb, 12.97% Zn). A lower, footwall lode was encountered from 150.5m depth, grading 11.7% ZnEq. over a width of 2.5m (49.1g/t Ag, 1.6% Pb, 10.2% Zn). Overall, MO_GTK_003A has a continuous zinc lode interval of 11.3m @ 9.2% ZnEq. commencing from 141.7m depth (37.3g/t Ag, 1.2%Pb 8.1% Zn). Throughout the year, drilling continued to prove the continuity of the zinc mineralisation as well as the grade and the positioning of the lodes. Further high-grade drilling results were released on 13 June 2023, including results from Hole MO_GTK_004, with an upper lode of 2.37m @ 6.0% Zn occurring from 107m, along with 0.8% Pb and 31.3g/t Ag. A lower lode of 2.3m @ 5.3% Zn was also encountered from 110m, with 1.3% Pb and 13.6g/t Ag. Individual peak zinc values up to 17.6% Zn, 3.0% Pb and 91.8g/t Ag were recorded in this hole. Results from drill hole MO_GTK_005 were released to the market on 19 July 2023. These results included an upper lode of 2.40m @ 5.5% ZnEq. from 81m (4.7% Zn, 21.9g/t Ag, 0.9% Pb) and a main lode, comprising 3.5m @ 7.3% ZnEq. This occurs within a broader zone of 3.96m @ 6.6% ZnEq., starting from 87.94m. Individual peak zinc values are up to 29.8% Zn, 3.3% Pb and 204.0g/t Ag. Annual Report and Accounts 2023 10 Rockfire Resources plc Strategic report (continued) Despite the trading of Rockfire shares being under suspension for much of this period, the Company continued to release drilling results from Molaoi. Drill hole MO_GTK_006 returned an excellent interval of 3.3m @ 22.1% ZnEq. (17.1% Zn, 1.9% Pb and 100.4g/t Ag), as announced on 1 August 2023. The interval quoted above lies within a broader interval of 5.8m @ 13.6% ZnEq. (10.5% Zn, 1.2% Pb and 61.1g/t Ag), which commences at 75.20m depth. The highest individual assay is just under 1m wide (0.94m), and grades 34.0% Zn, 4.1% Pb and 252.0g/t Ag. Results from hole MO_GTK_007 were released in the same RNS, informing the market that this hole was terminated early due to badly fractured and broken ground. Despite the early termination of the hole, an interval of 1.95m grading 3.0% ZnEq. was intersected. It is expected that this hole will be redrilled later to intersect the main lode deeper. During all this time and up until 23 August 2023, Rockfire’s analysis for germanium in holes MO_GTK_001 through to hole MO_GTK_007 failed to detect any elevated germanium. The Company believed this to be highly irregular, given that germanium was identified in historical drill core. The Company’s technical team elected to reanalyse the core for germanium using a different analytical method. Instead of using a 4-acid digest, the laboratory was instructed to use lithium borate fusion. This technique successfully detected germanium associated with the high-grade zinc. Germanium grades between 9.0 and 40.0 g/t were returned from the reanalysis, with an average from seven holes of 23.7 g/t Ge over an average downhole intersection of 4.6 metres. The highest individual germanium assay recorded was 73.8g/t Ge in hole MO_GTK_003A. Gallium grades between 9.7 and 19.0 g/t were detected, with an average of 15.3 g/t Ga over an average downhole intersection of 4.6 metres, with the highest individual gallium assay being 33.3g/t Ga in hole MO_GTK_003A. Germanium and gallium are both included on the US and EU lists of critical minerals, owing to geological scarcity. Gallium is included on the UK list of critical minerals. China recently announced restrictions on the export supplies of both gallium and germanium products, citing national security reasons. The high Ge and Ga grades at Molaoi are expected to add significant further value to the project economics. On 3 October 2023, the Company announced the commencement of a five-hole drilling programme, which was designed to replicate several historical drill holes. Successful replication of the historical holes would establish a high confidence in the positioning of those holes. Increased confidence in the positioning of historical holes is expected to enable inferred resources to convert to indicated resources, which can then be used in future feasibility studies. Lighthouse, Queensland Australia A strategically important joint venture was announced to the market on 20 January 2023. Rockfire had entered a new joint venture (“JV”) at the Plateau gold deposit in Queensland, Australia. The purpose of the JV was to test regional targets, as well as the discovery of higher-grade gold, close to Rockfire’s JORC resource. The binding heads of agreement is with Sunshine Gold Limited (“Sunshine”), a company which is listed on the Australian Stock Exchange (ASX:SHN). The JV includes the Lighthouse tenement (EPM25617) and the adjoining Kookaburra tenement (EPM26705) and will result in Sunshine sole-funding exploration at Plateau for the next three years, with funding being engaged on direct exploration activity. Rockfire’s intention is to focus its financial, logistical and human resources on the Molaoi zinc deposit in Greece. Exploration by Sunshine will target regional prospects in the Lighthouse tenement, including Double Event, Cardigan Dam, Bluff Creek, Bullseye, Rollston River, Warrawee, Lower Lighthouse and Horse Creek, aiming to delineate near-surface resources at each of these regional prospects. Annual Report and Accounts 2023 Rockfire Resources plc 11 Strategic report (continued) 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. An update of activities at the Lighthouse project was provided by Sunshine on 14 March 2023. At the Plateau prospect, two rock chips returned 7.46g/t Au, 116g/t Ag, 0.50% Ba, 0.16% V2O5 and 1.53g/t Au, 8.35g/t Ag, 0.74% Pb, 0.44% Zn. Rock samples from Cardigan Dam assayed 8.35g/t Au, 32.8g/t Ag, 0.28% Cu, 0.13% Co, 1.0% Ba. At Horse Creek, a prospect immediately north of Plateau, a rock chip assayed 1.1% Ni, 0.27% Cr, 0.12g/t Au, 0.75g/t Pt, 0.45g/t Pd, 0.05% Co. Several updates on exploration progress at Lighthouse were provided by Sunshine during the year. On 6 April 2023, it was announced that field mapping and sampling over a previously identified 300m ridge of gold anomalism at Cardigan Dam identified a gossanous breccia. The best rock chip assayed 13.20g/t Au and 4.8g/t Ag. A new zone of mineralisation was identified approximately 500m south of the gossanous ridge and rock sampling returned 9.58g/t Au and 9.9g/t Ag. A single rock chip returned elevated cobalt and copper over a strong magnetic anomaly, approximately 250m northeast of the gossanous ridge, returning 0.62% Co, 0.48% Cu, 0.92% Ba and 185ppm Ni. The discovery of an elevated cobalt sample is an interesting discovery, particularly with the increasing demand for cobalt. Cobalt is used in large quantities in battery storage of energy and the supply of cobalt as a raw material for future energy storage is a growing and important industry. On 12 September 2023, Sunshine released an announcement notifying that a rock chip from the main gossan at Cardigan Dam assayed 8.35g/t Au, 32.8g/t Ag, 0.28% Cu and 0.13% Co. Further mapping and sampling at Cardigan Dam had confirmed a second gossanous zone, where rock chip sampling resulted 59.5g/t Au and 41g/t Ag. Gold up to 1.68g/t Au and 415g/t Ag was returned from a ~700m x 600m area at Cardigan Dam breccia pipe. Sunshine announced on 15 November 2023 that it had commenced drilling at Lighthouse. Three holes (23PLRC_Prop_001, 002, 004) were expected to target the northeast contact of the main diorite at Plateau, in a sparsely drilled location. Hole 23PLRC_Prop_003 was designed to test a structure coming off the northeast contact and trending eastward and a third hole, 23PLRC_Prop_007 targeted a zone of elevated gold-in-rocks, which includes a Rockfire sample assaying 6.96g/t Au and validated by Sunshine with a value of 7.46g/t Au. Five drill holes (23CDRC_Prop_001 – 004; and CD23_Prop_010) were being proposed at Cardigan Dam West and designed to target the main gossan and its eastern extension. Holes 001-003 were to target the central part of the surface anomalism, which trends northwest. Hole 010 was proposed to target a mapped east-west trending breccia zone, believed to be the eastern extension of the main gossan structure. One hole, (23CDRC_Prop_004) is expected to test a northwest-trending lineament which has returned rock chips up to 59.5g/t Au. One drill hole (23HCRC_Prop_001) was being planned to target immediately below a nickel-in-rock assay at Horse Creek Prospect, which lies approximately 750m northeast of Plateau. Annual Report and Accounts 2023 12 Rockfire Resources plc Strategic report (continued) Qualified Person Statement The technical information present is based on information compiled by Mr David Price, the Chief Executive Officer of Rockfire Resources plc, who is a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM). Mr Price has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which has been undertaken to qualify as a “Qualified Person” in accordance with the AIM Rules Guidance Note for Mining and Oil & Gas Companies. Mr Price consents to the inclusion in the announcement of the matters based on their information in the form and context in which it appears. KEY PERFORMANCE INDICATORS (KPIs) The Board monitors KPIs, which it considers appropriate for a group at Rockfire’s stage of development. Financial KPIs During the year, the Board monitored the following KPIs: • Cash flow and working capital. 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: Risk of Sanction During 2023, Rockfire was exposed to a potential risk of sanction. The owner of two companies being acquired by Rockfire in the United Arab Emirates (“UAE”) was sanctioned by the United Kingdom Government during the course of the acquisition process. On learning of the sanctions being imposed on the seller of the assets, Rockfire immediately sought legal opinion. That opinion was that the acquisition could not proceed without breaching the sanctions. On receiving this advice, Rockfire immediately withdrew from the share purchase agreement and discontinued its acquisition of the two companies in the UAE. Rockfire has developed a new sanctions policy to assist with the avoidance of exposure to sanction risk, as well as to manage any exposure to risk in the future. Money-laundering risk The procedure for dealing with the risk of money-laundering has been put in place by Rockfire management. Rockfire has developed a new anti money-laundering policy to assist with the avoidance of exposure to such risk, as well as to manage any exposure to risk in the future. 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. Annual Report and Accounts 2023 Rockfire Resources plc 13 Strategic report (continued) 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. 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. Greek 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. 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. Annual Report and Accounts 2023 14 Rockfire Resources plc Strategic report (continued) 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. 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. 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, additional 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. Annual Report and Accounts 2023 Rockfire Resources plc 15 Strategic report (continued) 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 Greece and Australia 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. 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. Annual Report and Accounts 2023 16 Rockfire Resources plc Strategic report (continued) 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 Their interests How we engage Our investors • • • • • • • • • 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 Project prospectivity Improving market perception of the business • • • • • • • • • • • • • • • Annual Report Company website Shareholder circulars Podcasts and interviews Corporate information including Company announcements and presentations AGM results Conference presentations Stock exchange announcements Press releases Appointment of a public relations advisor Frequent communication through briefings with management Shareholder communication policy, which is renewed annually Specific shareholder liaison officer on the Board (Chief Executive Officer) Social media One- to- one meetings with large existing or potential new shareholders Annual Report and Accounts 2023 Rockfire Resources plc 17 Strategic report (continued) Stakeholder Their interests How we engage 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 • • • • • • • • • • • • • • • • • • • • Company website Stock Exchange announcements Interim and Annual Report Regular contact with QCA, share registrar, LSE and Companies House Compliance updates at Board meetings Risk management policy, updated annually Compliance with local 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 local contractors wherever possible Prompt rehabilitation of drill sites Providing opportunity for local businesses to cater for our exploration programs Local landowners are paid promptly Landowner access and compensation agreements Active communication with landowners and communities where field work is taking place Adhere to Queensland Government guidelines for approaching landowner and native title holder discussion Annual Report and Accounts 2023 18 Rockfire Resources plc Strategic report (continued) Stakeholder Their interests How we engage Environment Energy usage Recycling • • • Waste management Suppliers Terms and conditions of contract Procurement opportunities • • • Workers’ rights • • • • Supplier engagement Sustainability Long-term partnerships Fair trading and payment terms • • • • • • • • • • All operational waste is completely removed from site and taken to a waste and/or recycling facility 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 those protocols All supplies are sourced locally where possible Our suppliers and contractors have received repeat business 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 quotes are authorised by the Executive Directors prior to implementation Local suppliers are paid promptly Contact and feedback to suppliers is regular and personal via a dedicated exploration manager Annual Report and Accounts 2023 Rockfire Resources plc 19 Strategic report (continued) Stakeholder Their interests How we engage Contractors Terms and conditions of contract Health and safety Human rights and modern slavery • • • • Working conditions • Diversity and inclusion On behalf of the Board David Price ChiefExecutiveOfficer 30 May 2024 • • • • • • • • • • • • All contractors are sourced locally where possible Contractors are trained in senior first aid, paid for by Rockfire On-the-job training is provided 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 through a dedicated 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 Annual Report and Accounts 2023 20 Rockfire Resources plc Directors’ Report Principal activities The principal activities of the Group are currently exploration for base metals and critical minerals in Greece, as well as gold and copper resources in Australia. The Group’s strategy is to explore for and, where the Directors believe that it is commercially feasible, develop deposits of base metals, precious metals and critical minerals. 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 one exploration and exploitation licence in Greece, and five exploration permits for minerals in Queensland, Australia. Financial overview The loss for the year is higher than anticipated owing to the unsuccessful acquisition of Emirates Gold DMCC and Emperesse Bullion DMCC. The Directors are confident that they will be able to secure additional funding when required. The Directors are also of the view that the investment sentiment in the resource sector is currently slow, but 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 21 to the financial statements. Dividends The Directors are unable to recommend the payment of a dividend for the year ended 31 December 2023 (2022: £nil). Going concern The Board believes the Group will generate sufficient working capital to continue in operational existence and will have the ongoing support of its shareholders, as required, for the foreseeable future. Refer to the going concern accounting policy note for more detail. 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 2023 Ordinary shares 18,423,530 55,594,744 – 75,200,000 46,350,000 As at 31 December 2022 Ordinary shares 14,423,530 40,042,765 – 75,200,000 46,350,000 As at 31 December 2023 Options 10,000,000 – – – 10,000,000 As at 31 December 2022 Options 10,000,000 6,000,000 6,000,000 6,000,000 10,000,000 Gordon Hart Patrick Elliott Ian Staunton Nicholas Walley David W Price Annual Report and Accounts 2023 Rockfire Resources plc 21 Directors’ Report (continued) Significant shareholdings As at 15 May 2024, being the latest practical date prior to publication of this document, the Company was aware of the following holdings of 3% or more of the issued share capital of the Company: Rostra Holdings TPM Middle East Dubai The Wonderful Group Ordinary shares 480,000,000 312,000,000 308,000,000 % of the Company’s issued share capital 18.78% 12.21% 12.05% Directors’ remuneration 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 Greek and Australian 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 impact of current exploration activities on the environment. to minimise any negative environmental 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. Annual Report and Accounts 2023 22 Rockfire Resources plc Directors’ Report (continued) 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. 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; and 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 Report and Accounts 2023 Rockfire Resources plc 23 Directors’ Report (continued) 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 thank you for your continuing support of Rockfire and welcome you to remain a shareholder as we strive to build Rockfire into a cash-positive company. On behalf of the Board David Price ChiefExecutiveOfficer 30 May 2024 Annual Report and Accounts 2023 24 Rockfire Resources plc Corporate Governance Statement As Chairman of Rockfire, it remains my responsibility to ensure that Rockfire has both sound corporate governance and an effective Board. This is achieved 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 with diligence, consideration and honesty. 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 promotes long-term value for shareholders Rockfire is an AIM-quoted mineral explorer with projects located in Greece and Australia. The Company’s strategy is to identify mineral deposits which can be developed into mines to create value and income for shareholders. Throughout 2023, the Board has delivered on its strategy to achieve growth of the Group, with highly successful exploration results at Molaoi in Greece. Please see the risk management section on the 2023 Annual report for further details on key challenges in the execution of the Company strategy. 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; Annual Report and Accounts 2023 Rockfire Resources plc 25 Corporate Governance Statement (continued) • • publish clear and concise announcements, with minimal technical complexity; and 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. 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; and 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. Annual Report and Accounts 2023 26 Rockfire Resources plc Corporate Governance Statement (continued) 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. All Contractors shall be subject to a Site Induction on their first visit to any of the sites being explored by the Company. independent contractors will be required to carry their own Public Liability and Workers All 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. Annual Report and Accounts 2023 Rockfire Resources plc 27 Corporate Governance Statement (continued) 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 2023 are set out below: Gordon Hart Patrick Elliott Ian Staunton Nicholas Walley David Price Meetings held Meetings attended 23 23 23 23 23 23 17 22 23 22 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 found on the Director biographies section of the 2023 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. 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. Annual Report and Accounts 2023 28 Rockfire Resources plc Corporate Governance Statement (continued) 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 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. 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. Annual Report and Accounts 2023 Rockfire Resources plc 29 Corporate Governance Statement (continued) 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. 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. Annual Report and Accounts 2023 30 Rockfire Resources plc Corporate Governance Statement (continued) The Remuneration Committee acts as the Board’s committee to oversee employment and remuneration contracts for management and directors. The roles of www.rockfireresources.com. the Audit and Remuneration Committees are available on the website at 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. 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. Annual Report and Accounts 2023 Rockfire Resources plc 31 Corporate Governance Statement (continued) • • 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. 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. Annual Report and Accounts 2023 32 Rockfire Resources plc Corporate Governance Statement (continued) 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 through the Annual Report, full-year and half-year announcements, the Annual General Meeting and one-to-one meetings with large existing or potential new shareholders. 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 6. 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 6. 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 30 May 2024 Annual Report and Accounts 2023 Rockfire Resources plc 33 Independent auditor’s report to the members of Rockfire Resources plc 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 2023 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 2023 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, undertake the budgeted exploration activities and progress new business development opportunities. As stated in note 3, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s and parent company’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. Annual Report and Accounts 2023 34 Rockfire Resources plc Independent auditor’s report to the members of Rockfire Resources plc (continued) Our application of materiality Materiality Basis for materiality Group £144,000 (2022: £102,000) Company £100,800 (2022: £75,000) 2%ofgrossassetswith5%oflossbeforetaxtoobtaincoverage 2%ofgrossassets ofexpenditure 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. Whilst materiality for the group financial statements as a whole was set at £144,000, materiality for the parent company was £100,800 and for significant components was set at a range between £100,800 and £71,400 (2022: £71,000 and £63,350). Performance materiality at 70% was set at £100,800 for the group, £70,560 for the parent company (2022: £71,400 and £52,500, respectively) and for the significant components at a range between £70,560 and £49,980 (2022: £49,700 and £44,350). 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 £7,200 (2022: £5,100) for the group and £5,040 (2022: £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 2023, 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. Annual Report and Accounts 2023 Rockfire Resources plc 35 Independent auditor’s report to the members of Rockfire Resources plc (continued) 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 2023. in use Particularly for early stage exploration projects, where the calculation of recoverable amount via value is not possible, management’s assessment of impairment under IFRS 6 requires estimation and significant judgement. calculations 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, 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 indicators reviews identified in accordance with IFRS 6, including corroboration and challenge thereof; and in light of impairment Evaluating the disclosures included within the financial statements. 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. Our work in this area included: • • • • Confirmation of ownership of the investments; calculations of Review of management’s 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. Annual Report and Accounts 2023 36 Rockfire Resources plc Independent auditor’s report to the members of Rockfire Resources plc (continued) 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. Annual Report and Accounts 2023 Rockfire Resources plc 37 Independent auditor’s report to the members of Rockfire Resources plc (continued) 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. 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 o o AIM Rules; UK employment law; and 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 o o A review of Board minutes; A review of legal ledger accounts; and A review of regulated news service announcements. Annual Report and Accounts 2023 38 Rockfire Resources plc Independent auditor’s report to the members of Rockfire Resources plc (continued) • We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the impairment assessment of intangible assets and we addressed this by challenging the assumptions and judgements made by management when auditing that significant accounting estimate. • 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. 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 (SeniorStatutoryAuditor) For and on behalf of PKF Littlejohn LLP Statutory Auditor 30 May 2024 15 Westferry Circus Canary Wharf London E14 4HD Annual Report and Accounts 2023 Rockfire Resources plc 39 Consolidated statement of comprehensive income for the year ended 31 December 2023 Interest income Administrative expenses Operating loss Loss before taxation Taxation Loss for the year attributable to shareholders of the Company Itemsthatmaybereclassifiedsubsequentlytoprofitorloss: Foreign exchange translation movement Total comprehensive loss attributable to shareholders of the Company Loss per share attributable to shareholders of the Company Basic and diluted Note 6 7 2023 £ 2 (1,785,547) (1,785,545) (1,785,545) – 2022 £ 1 (753,213) (753,212) (753,212) – (1,785,545) (753,212) (203,202) 138,883 (1,988,747) (614,329) 8 (0.10)p (0.06)p The notes on pages 46 to 68 form part of these financial statements. Annual Report and Accounts 2023 40 Rockfire Resources plc Consolidated statement of financial position for the year ended 31 December 2023 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 2023 £ 2022 £ 9 10 12 13 12 14 15 15 15 15 17 4,972,616 28,244 94,301 5,095,161 436,575 1,732,419 2,168,994 7,264,155 4,451,118 38,323 85,872 4,575,313 420,255 106,171 526,426 5,101,739 8,548,460 21,210,144 2,190,753 190,000 (254,325) (24,842,895) 7,435,409 18,233,976 2,295,035 190,000 (51,123) (23,161,632) 7,042,137 4,941,665 222,018 222,018 160,074 160,074 7,264,155 5,101,739 The notes on pages 46 to 68 form part of these financial statements. Annual Report and Accounts 2023 Rockfire Resources plc 41 Company statement of financial position for the year ended 31 December 2023 Company Registration No. 07791328 Assets Non-current 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 Note 2023 £ 2022 £ 10 11 13 12 14 15 15 15 15 17 1,496 1,030,640 1,032,136 425,619 4,437,511 4,863,130 5,895,266 109 1,030,640 1,030,749 37,005 4,605,819 4,642,824 5,673,573 8,548,460 21,210,144 1,697,590 190,000 (25,883,132) 7,435,409 18,233,976 1,801,872 190,000 (22,077,982) 5,763,062 5,583,275 132,204 132,204 90,299 90,299 5,895,266 5,673,574 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 £3,909,432 (2022: loss of £588,534). The financial statements were approved and authorised for issue by the Board on 30 May 2024 and signed on its behalf by: David Price ChiefExecutiveOfficer The notes on pages 46 to 68 form part of these financial statements. Annual Report and Accounts 2023 42 Rockfire Resources plc Consolidated statement of changes in equity for the year ended 31 December 2023 Share capital £ Share premium £ Other reserves £ Merger relief reserves £ Foreign exchange reserve £ Retained deficit £ Total equity £ As at 1 January 2022 7,078,136 18,180,659 2,295,035 Loss for the financial year Foreign exchange translation movement Total comprehensive loss Shares issued during the year Share issuance costs – – – 307,273 – Acquisition of subsidiary 50,000 – – – 95,727 (42,410) – Total transactions with shareholders 357,273 53,317 – – – – – – – – – – – – – 190,000 190,000 (190,006) (22,408,420) 4,955,404 – (753,212) (753,212) 138,883 – 138,883 138,883 (753,212) (614,329) – – – – – – – – 403,000 (42,410) 240,000 600,590 At 31 December 2022 7,435,409 18,233,976 2,295,035 190,000 (51,123) (23,161,632) 4,941,665 As at 1 January 2023 7,435,409 18,233,976 2,295,035 190,000 (51,123) (23,161,632) 4,941,665 Loss for the financial year Foreign exchange translation movement Total comprehensive loss Shares issued during – – – – – – the year 1,113,051 3,299,719 Share issuance costs Transfer on lapse of options – – Total transactions (323,551) – (104,282) with shareholders 1,113,051 2,976,168 (104,282) – – – – – – – – – – – – – (1,785,545) (1,785,545) (203,202) – (203,202) (203,202) (1,785,545) (1,988,747) – – – – – – 4,412,770 (323,551) 104,282 – 104,282 4,089,219 At 31 December 2023 8,548,460 21,210,144 2,190,753 190,000 (254,325) (24,842,895) 7,042,137 The notes on pages 46 to 68 form part of these financial statements. Annual Report and Accounts 2023 Rockfire Resources plc 43 Company statement of changes in equity for the year ended 31 December 2023 Share capital £ Share premium £ Other reserves £ Merger relief reserve £ Retained deficit £ Total equity £ At 1 January 2022 7,078,136 18,180,659 1,801,872 – (21,489,448) 5,571,219 Loss for the financial year Total comprehensive loss – – – – Issue of share capital Share issuance costs Acquisition of subsidiary Total transactions with shareholders 307,273 – 50,000 95,727 (42,410) – 357,273 53,317 – – – – – – – – (588,534) (588,534) (588,534) (588,534) – – 190,000 190,000 – – – – 403,000 (42,410) 240,000 600,590 At 31 December 2022 7,435,409 18,233,976 1,801,872 190,000 (22,077,982) 5,583,275 At 1 January 2023 7,435,409 18,233,976 1,801,872 190,000 (22,077,982) 5,583,275 Loss for the financial year Total comprehensive loss – – – – – – Issue of share capital Share issuance costs Transfer on lapse of options 1,113,051 – – 3,299,719 (323,551) – – – (104,282) Total transactions with shareholders 1,113,051 2,976,168 (104,282) – – – – – – (3,909,432) (3,909,432) (3,909,432) (3,909,432) – – 104,282 4,412,770 (323,551) – 104,282 4,089,219 At 31 December 2023 8,548,460 21,210,144 1,697,590 190,000 (25,883,132) 5,763,062 The notes on pages 46 to 68 form part of these financial statements. Annual Report and Accounts 2023 44 Rockfire Resources plc Consolidated statement of cash flows for the year ended 31 December 2023 Note 2023 £ 2022 £ Cash flow from operating activities Loss for the year before tax Depreciation Expenses settled in shares Loss on disposal of property, plant and equipment Finance income Foreign exchange differences (Increase)/decrease in trade and other receivables Increase/(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 Property, plant and equipment sale proceeds Interest received 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 increase/(decrease) 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 10 12 17 10 14 13 (1,785,545) 7,317 32,484 1,770 (2) (40,854) (1,671,558) 97,949 (3,358,439) (681,668) – – (2,147) 1,837 2 (681,976) 4,380,286 (323,551) – 4,056,735 16,320 420,255 436,575 (753,212) 8,677 28,000 – 1,477 (105,327) 20,617 (96,804) (896,572) (459,292) (85,872) 82,282 (25,003) – – (487,885) 375,000 (42,410) (1,477) 331,113 (1,053,344) 1,473,599 420,255 The notes on pages 46 to 68 form part of these financial statements. Annual Report and Accounts 2023 Rockfire Resources plc 45 Company statement of cash flows for the year ended 31 December 2023 Note 2023 £ 2022 £ Cash flow from operating activities Loss for the year before tax Depreciation Expenses settled in shares Expected credit losses (Increase)/Decrease in trade and other receivables Increase in trade and other payables Net cash outflow from operating activities Cash Flow from investing activities 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 Net increase/(decrease) 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 10 12 17 10 14 13 (3,909,432) 554 32,484 2,437,689 (1,564,027) 41,906 (2,960,826) (1,940) – (1,940) (705,355) 4,380,286 (323,551) 3,351,380 388,614 37,005 425,619 (588,534) 580 28,000 86,022 35,485 5,313 (433,134) – (142,639) (142,639) (1,140,613) 375,000 (42,410) (808,023) (1,383,796) 1,420,801 37,005 The notes on pages 46 to 68 form part of these financial statements. Annual Report and Accounts 2023 46 Rockfire Resources plc Notes to the financial statements 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) Newandamendedstandards,andinterpretationsissuedandeffectiveforthefinancialyear beginning1January2023 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 IFRS 17 Insurance Contracts; Definition of Accounting Estimates – amendments to IAS 8; Deferred Tax related to Assets and Liabilities arising from a Single Transaction –amendments to IAS 12; Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2; Amendments to IAS 1 – Classification of Liabilities as Current or Non-current; and Amendments to IAS 1 – Non-current Liabilities with Covenants. Effective date 1 January 2023 1 January 2023 1 January 2023 1 January 2023 1 January 2023 (ii) Newstandards,amendmentsandinterpretationsinissuedbutnotyeteffective 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 Effective date Amendments to IAS 1 – Classification of Liabilities as Current or Non-current; 1 January 2024 Amendments to IAS 7 and IFRS 7 – Supplier finance arrangements; and Amendment to IFRS 16 Leases: Lease Liability in a sale & leaseback*. 1 January 2024 1 January 2024 *SubjecttoUKendorsement 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. Annual Report and Accounts 2023 Rockfire Resources plc 47 Notes to the financial statements (continued) Basis of preparation and significant accounting policies 3 a) Basisofpreparation 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) Basisofconsolidation 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) Functionalandpresentationcurrency These consolidated financial statements are presented in GB pounds sterling (GBP), which is the Company’s functional currency. Annual Report and Accounts 2023 48 Rockfire Resources plc Notes to the financial statements (continued) Basis of preparation and significant accounting policies (continued) 3 d) Goingconcern The Company has prepared a cash flow forecast to 30 June 2025 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 15 September 2023, the Company announced that it had successfully completed a placing of new ordinary shares in the Company, raising gross proceeds of £3.5 million, which comprised 700,000,000 new ordinary shares of 0.1 pence each in the Company being placed with an institutional investor at an issue price of 0.5 pence per share. Additionally on 1 February 2024, the Company announced that it had received the return of a US$2 million consideration which was paid by Rockfire as part of its terminated acquisition of Emirates Gold DMCC and Emperesse Bullion LLC. These funds will be put towards multiple activities which the Company is currently undertaking. The first is the continuation of drilling at the Company’s 100%-owned Molaoi base metal and critical mineral deposit in Greece. Funds will also contribute to on-going working capital requirements of the Company. 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 if required, for the operational existence and will have the ongoing support of its shareholders, foreseeable future. e) Businesscombinations 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,plantandequipment 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 – 20% straight line • • Office equipment – 25% straight line Building improvements – 10% straight line The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Annual Report and Accounts 2023 Rockfire Resources plc 49 Notes to the financial statements (continued) Basis of preparation and significant accounting policies (continued) 3 g) Intangibleassets–explorationcosts 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) Impairmentofnon-financialassets 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 that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Annual Report and Accounts 2023 50 Rockfire Resources plc Notes to the financial statements (continued) Basis of preparation and significant accounting policies (continued) 3 i) Financialinstruments 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. Annual Report and Accounts 2023 Rockfire Resources plc 51 Notes to the financial statements (continued) Basis of preparation and significant accounting policies (continued) 3 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. 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) Currentanddeferredtax 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) Foreigncurrencies 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. Annual Report and Accounts 2023 52 Rockfire Resources plc Notes to the financial statements (continued) Basis of preparation and significant accounting policies (continued) 3 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. o) Sharecapital 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-basedpayments 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. Annual Report and Accounts 2023 Rockfire Resources plc 53 Notes to the financial statements (continued) Basis of preparation and significant accounting policies (continued) 3 q) Criticalaccountingestimatesandjudgements 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. Segmental reporting 4 During the year, the Group had one business segment which was exploration for gold and copper resources. Accordingly, no segmental analysis is appropriate. Annual Report and Accounts 2023 54 Rockfire Resources plc Notes to the financial statements (continued) Staff costs 5 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 2023 David Price Gordon Hart Ian Staunton Patrick Elliott Nicholas Walley Total 2022 David Price Gordon Hart Ian Staunton Patrick Elliott Nicholas Walley Total 2023 No. 2 2023 £ 91,467 – 91,467 Short-term benefits £ 188,457 126,507 36,547 32,841 36,547 420,899 Short-term benefits £ 162,547 88,699 31,576 29,540 31,576 343,938 Post- employment benefits £ 19,114 10,831 – – – 29,945 Post- employment benefits £ 16,662 9,092 – – – 25,754 2022 No. 2 2022 £ 126,531 8,687 135,218 Total £ 207,571 137,338 36,547 32,841 36,547 450,844 Total £ 179,209 97,791 31,576 29,540 31,576 369,692 The key management personnel of the Group are considered to be the Directors. Annual Report and Accounts 2023 Rockfire Resources plc 55 Notes to the financial statements (continued) 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 taxation services Other fees payable to the Group auditor 2023 £ 29,350 2,500 110,000 2022 £ 27,960 2,000 – Other fees in the year ended 31 December 2023 were in respect of reporting accountant work on the terminated acquisition of Emirates Gold and Emperesse Bullion (2022: £Nil). 7 Taxation Factors affecting tax charge for the year Loss on ordinary activities before taxation Loss on ordinary activities at the UK standard rate Effects of: UK carried forward losses Non-deductible expenses Losses of overseas subsidiaries carried forward Current tax charge 2023 £ 2022 £ (1,785,545) (753,212) (419,603) (143,110) 345,761 99 73,743 – 95,432 45 47,633 – Corporation tax for the year ended 31 December 2023 was calculated using a marginal tax rate of 23.5 per cent. (2022: 19%). The UK corporation tax was set at the main rate of 25% from 1 April 2023. The Group has estimated UK tax losses of approximately £6,928,732 (2022: £5,671,000), and losses of overseas subsidiaries approximately £1,356,259 (2022: £1,153,000) 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 Loss per share – basic and diluted (pence) 2023 £ 2022 £ (1,785,545) (753,212) 1,865,306,230 1,166,576,254 (0.10) (0.06) 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. Annual Report and Accounts 2023 56 Rockfire Resources plc Notes to the financial statements (continued) Intangible assets 9 Group At 1 January 2022 Additions Acquisition Foreign exchange differences At 31 December 2022 At 1 January 2023 Additions Foreign exchange differences At 31 December 2023 Exploration costs £ 3,447,739 459,292 394,530 149,557 4,451,118 4,451,118 681,668 (160,170) 4,972,616 As at 31 December 2023, the Group had future commitments of £6,176,680 (2022: £6,910,544) in relation to exploration projects: Minimum spend £ 1,176,680 5,000,000 6,176,680 Exploration costs £ 13,380 (13,380) – – – 1 year Later than 1 year but no more than 5 years Total Company At 1 January 2022 Transferred to subsidiary At 31 December 2022 At 1 January 2023 At 31 December 2023 Annual Report and Accounts 2023 Rockfire Resources plc 57 Notes to the financial statements (continued) 10 Property, plant and equipment Group Cost At 1 January 2022 Additions Foreign exchange differences At 31 December 2022 At 1 January 2023 Additions Disposals Foreign exchange differences At 31 December 2023 Depreciation At 1 January 2022 Charge for the year Depreciation capitalised Foreign exchange differences At 31 December 2022 At 1 January 2023 Charge for the year Disposals Foreign exchange differences At 31 December 2023 Net book value At 31 December 2022 At 31 December 2023 Motor vehicles £ Office equipment £ Building improvements £ 28,977 20,773 2,247 51,997 51,997 – (13,158) (1,944) 36,895 11,113 534 3,637 563 15,847 15,847 5,834 (9,551) (702) 11,428 5,677 3,165 347 9,189 9,189 2,147 (1,150) (311) 9,875 3,352 4,507 – 266 8,125 8,125 1,367 (1,150) (277) 8,065 – 1,065 44 1,109 1,109 – – (24) 1,085 – – – – – – 116 – 2 118 Total £ 34,654 25,003 2,638 62,295 62,295 2,147 (14,308) (2,279) 47,855 14,465 5,041 3,637 829 23,972 23,972 7,317 (10,701) (977) 19,611 36,150 25,467 1,064 1,810 1,109 967 38,323 28,244 Annual Report and Accounts 2023 58 Rockfire Resources plc Notes to the financial statements (continued) 10. Property, plant and equipment (continued) Company Office equipment £ 1,150 1,150 1,150 1,940 (1,149) 1,941 460 581 1,041 1,041 554 (1,150) 445 109 1,496 Total £ 1,150 1,150 1,150 1,940 (1,149) 1,941 460 581 1,041 1,041 554 (1,150) 445 109 1,496 Cost At 1 January 2022 At 31 December 2022 At 1 January 2023 Additions Disposals At 31 December 2023 Depreciation At 1 January 2022 Charge for the year At 31 December 2022 At 1 January 2023 Charge for the year Disposals At 31 December 2023 Net book value At 31 December 2022 At 31 December 2023 Annual Report and Accounts 2023 Rockfire Resources plc 59 Notes to the financial statements (continued) 11 Investments Company At beginning of the year Additions in respect of acquisitions Additional issue of share capital Total 2023 £ 1,030,640 – – 2022 £ 648,000 362,147 20,493 1,030,640 1,030,640 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. 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 2023, were as follows: Entity name BGM Investments Pty Limited Proportion Class of held shareholding Nature of business Country of incorporation 100% Ordinary Exploration Australia Hellenic Minerals SA 100% Ordinary Exploration Greece Registered office c/o WSC Group Accountants, 11/800-812 Old Illawarra Road, Menai, NSW 2234, Australia Philellinon No 9, Alexandroupoli, 68131, Greece. As at 31 December 2023, the 100% owned subsidiary, Papua Mining Limited, had been summarily wound up and therefore BGM Investments Pty Limited and Hellenic Minerals SA remain the only subsidiary of the Company. The registered office of Papua Mining Limited was c/o AA Corporate Management 13, Boulevard Princesse Charlotte, Monte Carlo, Monaco, MC98000. Annual Report and Accounts 2023 60 Rockfire Resources plc Notes to the financial statements (continued) 12 Trade and other receivables Current Group Other receivables Company Amounts owed by Group undertakings Other receivables Total 2023 £ 2022 £ 1,732,419 106,171 2023 £ 2022 £ 2,829,109 1,608,402 4,561,444 44,375 4,437,511 4,605,819 Receivables due from Group undertakings are net of cumulative ECLs of £2,281,052 (2022: £704,890). As at 31 December 2023 other receivables comprise standard prepayments and additionally an amount of £1,568,744 (2022: £nil), relating to US$2,000,0000, being the initial consideration for 10% shareholding in Emirates Gold DMCC and Emperesse Bullion LLC paid in September 2023. This transaction did not complete due to the Foreign, Commonwealth & Development Office of the United Kingdom imposing sanctions on Paloma and therefore Rockfire withdrew from the agreement. The full amount of US$2,000,000 was due back to the Company with the full amount received by the Company on 1 February 2024. Non–Current Group Other receivables 2023 £ 2022 £ 94,301 85,872 The other receivables balance of £94,301 (2022: £85,872) relates to deposits held in respect of a guarantee given to the Greek Government which expires in 2028. 13 Cash and cash equivalents Group Cash and cash equivalents Company Cash and cash equivalents Annual Report and Accounts 2023 2023 £ 2022 £ 436,575 420,255 425,619 37,005 Rockfire Resources plc 61 Notes to the financial statements (continued) 14 Share capital Group and Company Issued share capital Deferred shares of £0.099 each Ordinary shares of £0.001 each Ordinary Shares Allotted, called up and fully paid At 1 January Issued for cash Issued in lieu of fees Issued in asset acquisition At 31 December Share Capital Allotted, called up and fully paid At 1 January Issued for cash(1) Issued in lieu of fees Issued in asset acquisition At 31 December 2023 No. 2022 No. 51,215,534 51,215,534 2,552,791,046 1,439,739,067 2023 Number 2022 Number 1,439,739,067 1,082,466,125 300,000,000 1,100,000,000 7,272,942 13,051,979 50,000,000 – 2,552,791,046 1,439,739,067 2023 £ 2022 £ 7,435,409 1,100,000 13,051 – 7,078,136 300,000 7,273 50,000 8,548,460 7,435,409 (1) Intheyearended31December2023includesissuecostsof£323,551(2022:£42,410). The nominal value of the issued share capital includes a cumulative foreign exchange difference of £925,332 which crystallised in 2017 when the Group’s functional and presentational currency was changed from US$ to GBP. Annual Report and Accounts 2023 62 Rockfire Resources plc Notes to the financial statements (continued) 15 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. Retained deficit Cumulative realised losses of the Group. 16 Share options and warrants Share options Outstanding at 1 January Granted during the year Lapsed during the year Outstanding at 31 December Exercisable at 31 December 2023 2022 Weighted average exercise price (£) Weighted average exercise price (£) Options No. 0.02 54,000,000 – – – 0.02 0.02 54,000,000 0.02 54,000,000 0.02 – – 0.02 0.02 Options No. 54,000,000 – (18,000,000) 36,000,000 36,000,000 The weighted average life of the outstanding and exercisable options was 57 days (2022: 366 days). Annual Report and Accounts 2023 Rockfire Resources plc 63 Notes to the financial statements (continued) 16 Share options and warrants (continued) Share options held by Directors were as follows: David Price Gordon Hart Ian Staunton Patrick Elliot Nicholas Walley Warrants 2023 Weighted average exercise price (£) Warrants No. Outstanding at 1 January Lapsed during the year Outstanding and exercisable at 31 December – – – 2022 No. 10,000,000 10,000,000 – – – 2021 No. 10,000,000 10,000,000 6,000,000 6,000,000 6,000,000 2022 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 2023 was nil days (2022: 279 days). 17 Trade and other payables Group Trade payables Other payables Accruals Total Company Trade payables Other payables Accruals Total 2023 £ 29,546 71,507 120,965 222,018 2023 £ 14,771 17 117,416 132,204 2022 £ 80,587 22,278 57,209 160,074 2022 £ 46,667 20 43,612 90,299 Annual Report and Accounts 2023 64 Rockfire Resources plc Notes to the financial statements (continued) 18 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. Principalfinancialinstruments The principal financial instruments at amortised cost used by the Group, from which financial instrument risk arises, are as follows: Group Financialassets Cash and cash equivalents Trade and other receivables Total Financialliabilities Trade payables Other payables Total Company Financialassets Cash and cash equivalents Trade and other receivables Total Financialliabilities Trade payables Other payables Total 2023 £ 2022 £ 436,575 1,826,720 2,263,295 506,127 192,043 698,170 29,546 71,507 80,587 22,278 101,053 102,865 425,619 4,437,511 37,005 4,605,819 4,863,130 4,642,824 14,771 17 14,788 46,667 20 46,687 The Directors consider that the fair value of the above financial instruments is equal to the carrying values. Annual Report and Accounts 2023 Rockfire Resources plc 65 Notes to the financial statements (continued) 18 Financial instruments (continued) Generalobjectives,policiesandprocesses 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: Group Financialassets Cash and cash equivalents Trade and other receivables Total Company Financialassets Cash and cash equivalents Trade and other receivables Total 2023 £ 2022 £ 436,575 1,826,720 2,263,295 506,127 192,043 698,170 2023 £ 2022 £ 425,619 4,437,511 37,005 4,605,819 4,863,130 4,642,824 Annual Report and Accounts 2023 66 Rockfire Resources plc Notes to the financial statements (continued) 18 Financial instruments (continued) Liquidity risk 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 Financialliabilities Trade payables Other payables Total Company Financial liabilities Trade payables Other payables Total 2023 £ 29,546 71,507 2022 £ 80,587 22,278 101,053 102,865 2023 £ 14,771 17 14,788 2022 £ 46,667 20 46,687 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: Group Company Year ended Year ended Year ended 31 December 31 December 31 December 31 December 2022 £ Year ended 2022 £ 2023 £ 2023 £ 1,700,215 193,010 (11,111) – 83,781 376,655 1,652,483 47,732 2,733 1,882,114 460,436 1,702,948 – – – – Net foreign currency financial (liabilities)/assets US Dollars EURO AUD Annual Report and Accounts 2023 Rockfire Resources plc 67 Notes to the financial statements (continued) 18 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. Profit or loss Equity Net foreign currency financial (liabilities)/assets US Dollars Euros AUD Year ended Year ended Year ended 31 December 31 December 31 December 31 December 2022 £ Year ended 2022 £ 2023 £ 2023 £ (170,022) (19,301) 1,111 – (8,378) (37,666) (170,022) (19,301) 1,111 – (8,378) (37,666) (188,212) (46,044) (188,212) (46,044) Commodity price risk 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 2023 the Group held equity and cash balances of £7,229,081 and £436,575 (2022: £4,941,665 and £420,255), 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. 19 Related party transactions During the year, the Company advanced funds to BGM Investments Pty Ltd totalling £426,347 (2022: £570,641). The loan is repayable in GBP on demand and as at 31 December 2023, £4,407,424 (2022: £3,981,077) was outstanding. A cumulative expected credit loss provision of £2,281,052 (2022: £704,890) has been recognised at the year-end in respect of the loan. During the year, the Company advanced funds to Hellenic totalling £984,291 and transferred exploration costs of £nil (2022: £563,635 and £13,380, respectively). The loan is repayable in GBP on demand and as at 31 December 2023 £1,564,635 (2022: £580,344) was outstanding. A cumulative expected credit loss provision of £156,637 (2022: £nil) has been recognised at the year-end in respect of the loan. Annual Report and Accounts 2023 68 Rockfire Resources plc Notes to the financial statements (continued) 20 Joint venture On 20 January 2023 the Company announced that it had entered into a joint venture (‘’JV’’) with Sunshine Gold Limited to advance the Plateau gold deposit in Queensland, Australia. The JV will result in Sunshine Gold Limited sole-funding exploration at Plateau for the next 3 years, with funding being engaged on direct exploration activity. The JV includes the Lighthouse Project exploration permit tenement EPM25617 and the adjoining Kookaburra exploration permit tenement EPM26705 in Queensland. As at 31 December 2023 these tenements accounted for £1,630,604 of the Group’s Intangible assets. As all expenditure on the tenements are capitalised, there were no losses or profits attributed to the tenements. During the sole funding period, Sunshine Gold Limited must keep the tenements in good order and meet all statutory reporting, rehabilitation and expenditure obligations. On the occurrence of each milestone set out in the table below, Sunshine Gold Limited will acquire the corresponding participating interest in the tenements. Up until the point as Sunshine Gold Limited reaches the stage 1 milestone, Sunshine Gold Limited will have a participating interest in the tenements of 0%. Stage Milestone Total participating interest earned by Sunshine at end of stage Time frame 1 2 3 Sunshine Gold Limited has sole funded AUD $600,000 in expenditure. Sunshine Gold Limited has sole funded a further AUD $600,000 in expenditure. Sunshine Gold Limited 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. At the conclusion of Stage 3, the Company has 60 days from receipt of all data and reports and proposed program and budget, by written notice, to elect to either: – – Contribute its 25% share of on-going exploration and development expenditure; or Convert its 25% share to a 1.5% net smelter royalty. The terms of the net smelter royalty are to be based on the standard Energy & Resources Law Association (formerly AMPLA Ltd) template. As at 31 December 2023 Sunshine Gold Limited had spent £195,682 in respect of the JV meaning none of the expenditure thresholds had been met in regards to Stage 1 – 3 detailed above. As such Sunshine Gold Limited holds a 0% participating interest in the tenement EPM25617 and the adjoining tenement EPM26705 at 31 December 2023. 21 Subsequent events On 1 February 2024, the US$2 million consideration, due back to the Company, in respect of the aborted acquisition of Emirates Gold DMCC and Emperesse Bullion LLC was returned into the Company’s bank account, in full. Annual Report and Accounts 2023 Printed by Rubicon Corporate Print – 26665-01 Registered office 201 Temple Chambers 3-7 Temple Avenue London EC4Y 0DT www.rockfireresources.com 

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