Red Rock Resources plc
("Red Rock" or the "Company")
Notice of General Meeting
1 March 2021
Rock Resources Plc, the natural resource development company, with interests in gold, copper, cobalt, manganese and other minerals, announces that a Notice of General Meeting ("GM"), has today been published and posted to shareholders, except for those shareholders who have elected to receive documents in electronic form and who will have received an e-mail notification.
The GM is to be held at the Company's business address, We Work, 71-91 Aldwych House, London, WC2B 4HN on Friday 19 March 2021 at 1:00 pm.
As a result of COVID-19, the Company would like to advise shareholders that, in accordance with the UK Government's measures to restrict gatherings, physical attendance in person by shareholders of the Company will not be possible and the GM will be held as a closed meeting.
Shareholders will not be permitted to attend the GM in person and are strongly encouraged to submit their proxy vote, appointing the Chairman of the meeting as their proxy in advance of the meeting to ensure that their votes are registered. The Company will continue to monitor the situation and issue updates as necessary.
A copy of the Notice of GM, Form of Proxy, and other materials is available on the Company's website at www.rrrplc.com
BACKGROUND TO THE GENERAL MEETING
Kansai Transaction
Under an agreement announced on 15 June 2018 the Company acquired the 25% interest in the Company's mineral licenses in Kenya still held by Kansai Mining Corporation Limited for a consideration the principal part of which was the payment of $2,500,000 within a short period after restoration or re-grant of the licenses. The restoration of these licenses was announced by the Company on 17th August 2020. Kansai has been paid $1,000,000 in cash and has exercised an option to be paid the balance in the Company's ordinary shares. Kansai have agreed to take ordinary shares and warrants on the same terms as those agreed under the placing announced on 12 February 2021.
The Company is therefore seeking the approval of its shareholders for:
1. the issue of 50,775,000 non-tradeable warrants with a life of two years and an exercise price of 2 pence to be issued to Kansai or its nominees on the basis of one warrant for each two Shares forming part of the Issue (the "Kansai Warrants"); and
2. the issue of 101,550,000 ordinary shares in respect of the final payment in relation to the Kansai transaction as noted above (the "Kansai Transaction Shares").
The Warrants
On 12 February 2021 the Company announced a placing of new ordinary shares of 0.01 pence for cash at a price of 1.05 pence a share, to raise £1,000,000 before expenses. The Company stated that, subject to the approval of shareholders in general meeting, warrants with a life of two years from the date of issue convertible into ordinary shares at an exercise price of 2 pence per share would be issued on the basis of one warrant for every two placing shares.
If these warrants (the "ETX Warrants") were to be exercised in full, it would result in the issue of a further 47,619,047 new ordinary shares.
The Resolutions
The following resolutions are being proposed at the EGM:
1. Resolution 1 - Directors' authority to generally allot shares
This is an ordinary resolution to grant the Directors to authority to allot and issue shares and grant rights to subscribe for shares in the Company for the purposes of Section 551 of the Companies Act 2006 (the "Act") up to a maximum aggregate nominal amount of approximately £20,000, being the amount that is 18.7% of the current issued share capital of the Company. This amount also includes the issue of the Kansai Transaction Shares and the issue of new ordinary shares pursuant to the potential exercise of the Kansai Warrants and the ETX Warrants.
2. Resolution 2 - General disapplication of pre-emption rights
This is a special resolution to disapply the statutory rights of pre-emption in respect of the allotment of equity securities for cash under Section 561(1) of the Act. The resolution authorises the Directors to issue equity securities as continuing authority up to an aggregate nominal amount of £20,000, being the amount that is equal to 18.7% of the current issued share capital of the Company. This amount also includes the issue of the Kansai Transaction Shares and the issue of new ordinary shares pursuant to the potential exercise of the Kansai Warrants and the ETX Warrants.
For further information, please contact:
Andrew Bell 0207 747 9990 Chairman Red Rock Resources Plc
Scott Kaintz 0207 747 9990 Director Red Rock Resources Plc
Roland Cornish/ Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited
Mark Treharne 0203 700 2500 Broker Pello Capital Limited
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