AIM Rule 26

DESCRIPTION OF BUSINESS
Rockfire Resources is the ultimate holding company of a group of companies which hold mineral exploration licences in Papua New Guinea and Australia.  The Group’s strategy is to explore for and, where the Directors believe that it is commercially feasible, develop deposits of gold and/or copper within Australia and PNG. It is the Group’s intention to conduct its 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.

BOARD OF DIRECTORS

Gordon Hart (Chairman)

David Price (Chief Executive Officer)

BIOGRAPHIES FOR THE BOARD OF DIRECTORS

CORPORATE GOVERNANCE

The Company has adopted the Quoted Company Alliance Corporate Governance Code 2018 (the ‘QCA Code’) in line with the London Stock Exchange’s recent changes to the AIM Rules requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code.

The Board recognises the importance of good corporate governance and considers that a strong corporate governance foundation is essential in delivering shareholder value. The QCA Code has ten principles that companies should look to apply within their business. Rockfire seeks to adhere to these principles to the highest level possible.

This link https://www.rockfireresources.com/company/corporate-governance-policy-2018/ gives you our full Policy which is an explanation at a high level of how the Company currently complies with the principles of the QCA Code and, to the extent applicable, those areas where the Company’s corporate governance structures and practices differ from the expectations set out in the QCA Code. Annual updates will be provided on the Company’s compliance with the QCA Code.

– Audit Committee
The Audit Committee ensures the operation of good financial practices throughout the Group, ensures that controls are in place to protect the assets of the Group, reviews the integrity of financial information, reviews the interim and annual financial statements and reviews all aspects of the audit programme.  The audit committee meets not less than twice in each financial year and has unrestricted access to the Group’s external auditors.

The Audit Committee is chaired by Mr. Gordon Hart.

– Remuneration Committee

There is currently no separate remuneration committee. The Board considers that the current size and level of activities of the Company are not of a sufficient level to justify having a remuneration committee. The whole Board conducts the functions of the remuneration committee and is guided by the charter posted on the website.

COUNTRY OF INCORPORATION

England and Wales

MAIN COUNTRY OF OPERATION
Australia and Papua New Guinea
The Group holds mineral exploration licences in Australia and Papua New Guinea

CONSTITUTIONAL DOCUMENTS
The company’s  Articles of Association, Certificate of Incorporation and  Trading Certificate can be downloaded from here:

DOWNLOAD CONSTITUTIONAL DOCUMENTS

AIM SECURITIES

Number in issue at 5 November 2018: 373,342,293 ordinary shares of £0.001 each
Percentage of ordinary shares not in public hands at 5 November 2018: 27.40%
Identity and percentage holdings of significant shareholders at 5 November 2018:

Michael Somerset-Leeke 13.70%
Nicholas Walley 10.05%
Paul & Michelle Johnson (Value Generation) 8.29%
Salida Capital (Europe) Limited 3.99%
David W Price * 3.64%
Edward Fry * 3.48%
South Pacific Mining Holdings Limited 3.05%
46.20%

* Directors and Management of Rockfire

There are no restrictions on the transfer of the Company’s AIM Securities. The Company has not applied for or agreed to have any of its securities admitted to or traded on any exchange or trading platform other than AIM.

The Company does not hold any shares in treasury.

AIM ADMISSION DOCUMENT

DOWNLOAD AIM ADMISSION DOCUMENT

TAKEOVER REGULATIONS

Since Rockfire Resources plc is incorporated in England and Wales, the Company is subject to the UK City Code on Takeovers and Mergers.

ANNUAL ACCOUNTS

The annual accounts published pursuant to Rule 19 since Admission and  the half yearly accounts published since the last published annual accounts pursuant to Rule 18, are to be found on the Company Reports page of the Company website.

KEY ADVISERS

Details of the company Nomad and other key advisers are as follows:

Nominated Adviser and Broker
Cenkos Securities plc, 66 Hanover Street, Edinburgh EH2 1EL
and
6.7.8 Tokenhouse Yard, London EC2R 7AS

Joint Broker: First Equity Limited, Salisbury House, London Wall, London EC2M 5QQ

Solicitors to the Company as to English law
Fladgate LLP, 16 Great Queen Street, London WC2B 5DG

Druces LLP, Salisbury House, London Wall, London EC2M 5PS

Solicitors to the Company as to Papua New Guinea Law
Niugini Legal Practice,  Units 204, 205, 206, Level 2, Pacific View Apartments Pruth Street,  2 Mile Hill, National Capital District, Papua New Guinea

Registrars
Computershare Investor Services plc,  The Pavilions, Bridgwater Road, Bristol BS99 6ZZ

Competent Person
CSA Global Pty Limited, 3 Ord Street,  West Perth, Australia WA 6005

COMPANY OFFICES

Registered office:
Salisbury House, London Wall, London EC2M 5PS

COMPANY SECRETARY
Stephen Ronaldson
Salisbury House, London Wall, London EC2m 5PS

This page was last updated on 28 September 2018