Company Announcements

Issue of convertible notes and warrants

Source: RNS
RNS Number : 5293T
Red Rock Resources plc
25 July 2022

Red Rock Resources PLC

("Red Rock" or the "Company")

Issue of Convertible Notes and Warrants


25 July 2022

Red Rock Resources Plc, the natural resource development company with interests gold and base metals, principally in Africa and Australia, announces that it has issued £623,000 of Convertible Notes ("Notes") with accompanying Warrants ("Warrants") to high net worth investors.

Red Rock Chairman Andrew Bell states "As the Company pursues the first part of its compensation claims in the Congo, where it has obtained court judgments in its favour and awaits an imminent arbitration ruling, it continues its strategic restructuring for the post-compensation era. The Australian joint venture is being developed into an entirely independent company suitable for listing, and the group is structuring its African operating assets around the gold and battery metals themes, and in such a way that each unit can be sold, developed, or listed separately. Financial assets will consist of working capital supporting the operating assets, investment assets held for sale, and long term royalty and strategic holdings.

This balanced approach means that even though near-term positive financial developments may be anticipated, we continue to manage proactively our short term working capital and our medium term liabilities. Subscribers to this issue of Notes, which was carried out during weak markets at a premium to the market price, included both holders of debt and long term equity investors, and the arrangement fee of 6% was paid in Notes. This pricing reflects the confidence of our investors in Red Rock's prospects." 

Further Information

£367,000 of subscription for the Notes was new subscriptions, and £256,000 was conversion of debt facilities. The Notes are being issued at par and are convertible into Ordinary Shares of £0.0001 in Red Rock ("Shares") at a price of 0.6 pence per Share. Each Note has a denomination of £1,000 and is thus convertible into 166,666 new Shares in the Company. Conversion may take place at any time within 12 months of issue date.

Each Note holder also receives 83,333 Warrants for each Note subscribed. Each Warrant entitles the holder to subscribe for Shares at any time up to thirty months from the date of issue at a price of 0.8 pence per Share.

The interest rate on the Notes is 12% per annum, payable on maturity.

The maximum number of new Shares that could fall to be issued upon exercise of all of the Notes is 103,833,333 and the maximum number of new Shares that could fall to be issued upon exercise of all of the Warrants (for an additional consideration to the Company of £441,480) is 55,185,000.

General Meeting

A general meeting will be called during August 2022 to approve the issue of up to 159,018,333 new Shares pursuant to any conversion of the Notes or exercise of the Warrants.   

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For further information, please contact:

Andrew Bell 0207 747 9990                                                       Chairman Red Rock Resources Plc

Roland Cornish/ Rosalind Hill Abrahams 0207 628 3396           NOMAD Beaumont Cornish Limited

Jason Robertson 0207 374 2212                                                  Broker First Equity Limited



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