Red Rock Resources PLC to Issue 95 Million Shares for £20,000 Loan Settlement Ahead of AIM Trading Admission

Details of Share Issuance and Loan Settlement

Red Rock Resources has executed a debt-to-equity conversion by issuing 95,238,095 ordinary shares, each with a nominal value of .0001, to settle a ,000 loan. This approach allows the company to discharge its loan obligation through equity issuance rather than cash payment. The company has applied for these shares to be admitted to trading on AIM, with an expected admission date on or about 3 August 2026, subject to regulatory approvals and standard listing procedures.

Utilising share issuance to settle debt is a common strategy among resource development firms to conserve cash while fulfilling creditor commitments. By converting the ,000 debt into equity, Red Rock preserves liquidity essential for ongoing exploration and operational activities. Although the announcement does not specify the conversion price per share, the implied share price can be derived from the loan amount and the number of shares issued. All shares carry equal voting rights and are not held in Treasury, ensuring transparency in shareholder voting power distribution.

Total Voting Rights and Share Capital Post-Issuance

Following the issuance of 95,238,095 shares, Red Rock's total issued ordinary share capital now amounts to 9,675,142,514 shares. All ordinary shares have equal voting rights, and none are held in Treasury, resulting in a total voting rights count of 9,675,142,514. This figure is disclosed in line with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and serves as the denominator for shareholders calculating notification thresholds under the Market Abuse Regulation.

Disclosure of total voting rights is a regulatory requirement for AIM-listed companies, promoting transparency. Shareholders must use the updated figure of 9,675,142,514 when determining if their shareholding crosses thresholds that trigger disclosure obligations to the company and the FCA. The uniform voting rights across all shares confirm that each ordinary share holds identical voting power at shareholder meetings, with no preference or differential voting rights noted. The increased share count may influence future calculations of voting power concentration.

AIM Admission Process and Regulatory Status

Red Rock has applied for admission of the newly issued shares to AIM, with trading expected to commence on or around 3 August 2026. This timeframe allows the London Stock Exchange and the company's Nominated Adviser, Beaumont Cornish Limited, to process the application and ensure compliance with AIM Rules for Companies. Admission is subject to regulatory approval and may be adjusted depending on administrative or regulatory considerations. The announcement does not indicate any conditions precedent to admission or whether approvals from creditors or existing shareholders were required.

Beaumont Cornish Limited, authorised and regulated by the Financial Conduct Authority, acts as the company's Nominated Adviser, overseeing compliance with AIM Rules. The regulatory framework mandates ongoing disclosure of material developments such as this share issuance. The expected admission date enables investors and market participants to update their records prior to the shares becoming tradeable on AIM.

Overview of Red Rock Resources' Mineral Portfolio and Geographic Reach

Red Rock Resources focuses on gold and base metals exploration and development primarily in Africa and Australia. These regions are significant mining jurisdictions offering substantial mineral resources but present varying regulatory, political, and operational risks. The company's dual focus on gold and base metals provides commodity diversification, though both sectors remain cyclical and sensitive to global market fluctuations. The announcement does not provide detailed information about specific projects, asset locations, or resource estimates within these territories.

Resource development companies typically operate through exploration, development, and production phases, often requiring extensive capital over extended periods. Red Rock's presence in Africa and Australia exposes it to diverse mining environments, with African operations potentially at earlier exploration stages and Australian operations benefiting from established regulatory frameworks and infrastructure. Efficient capital raising, as demonstrated by this loan settlement via share issuance, is critical for funding ongoing exploration and development.

Compliance with Market Abuse Regulation and Disclosure of Inside Information

This announcement constitutes inside information under Article 7 of Regulation 2014/596/EU, integrated into UK law via the Market Abuse (Amendment) (EU Exit) Regulations 2019. Disclosure complies with Article 17 obligations. Inside information refers to precise, non-public information relating to issuers that could significantly impact financial instrument prices if made public. Red Rock's classification of this share issuance as inside information indicates the company considers the transaction potentially material to its share price.

Timely disclosure is a critical Market Abuse Regulation requirement. Companies must publicly announce inside information promptly, barring limited exceptions. The announcement dated 28 July 2026 marks Red Rock's public disclosure of the share issuance and loan settlement. Beaumont Cornish Limited, as Nominated Adviser, ensures compliance with AIM disclosure rules and maintains controls to prevent information asymmetry and market abuse.

Roles of Nominated Adviser and Broker in the Transaction

Beaumont Cornish Limited serves as Red Rock's Nominated Adviser, authorised and regulated by the Financial Conduct Authority. The announcement clarifies that Beaumont Cornish's responsibilities to advise on AIM Rules compliance are owed solely to the London Stock Exchange, not to investors or other announcement recipients. This limits liability and reflects the regulatory framework where the Nominated Adviser focuses on market oversight rather than investor protection. Clear Capital Corporate Broking acts as the company's broker, providing market-making and advisory services.

The distinct roles of Nominated Adviser and broker within AIM ensure governance and market integrity. Both firms comply with FCA regulations and COBS rules. Their involvement offers investors assurance of adherence to governance standards, though they do not provide direct investor protection. Contact details, including Chairman Andrew Bell, are available for investor inquiries regarding this transaction.

Impact of Share Issuance on Existing Shareholders

The issuance of 95,238,095 shares to settle the ,000 loan results in dilution of existing shareholders' stakes, representing approximately 0.98% of the post-issuance total share capital of 9,675,142,514 shares. While the percentage dilution is moderate, the absolute number of shares issued is substantial, reducing voting power for shareholders who do not participate proportionally. The announcement does not specify if any shareholders received pre-emptive rights or anti-dilution protections. The nominal share value of .0001 aligns with typical equity structures of smaller resource companies.

Debt-to-equity conversions can impact shareholder value by lowering earnings per share and voting power in the short term. However, preserving cash by avoiding loan repayment may enable Red Rock to fund exploration and development, potentially enhancing long-term value. The announcement does not mention any restrictions on the new shares, such as lock-ins or escrow arrangements. Investors are advised to review the company's share register and substantial holding disclosures to identify the loan creditor receiving shares.

Shareholder Notification Thresholds and Disclosure Requirements

The total voting rights figure of 9,675,142,514 is provided to assist shareholders in determining if they must notify the company and FCA of changes in shareholding under the Disclosure Guidance and Transparency Rules. Notification thresholds typically include 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, and 75% of voting rights. Shareholders calculate their percentage by dividing their shares by 9,675,142,514. Crossing these thresholds, even due to share issuance rather than trading, triggers disclosure obligations within prescribed timeframes. The announcement does not indicate if any shareholders are near thresholds or if notifications are expected. Such disclosures promote market transparency regarding ownership and control.

Capital Management and Financing Strategy

Settling a ,000 loan via share issuance reflects Red Rock's capital management strategy prioritising cash preservation for exploration and operations. This approach is common among resource companies in early or intermediate stages, where maintaining liquidity for exploration drilling and permitting is critical. The announcement does not reveal loan terms, interest rates, repayment schedules, or lender identity, but the equity conversion suggests lender agreement.

Resource development firms often rely on equity, debt, and partnerships for capital over long periods. Red Rock's use of equity issuance for debt settlement may indicate cash constraints or a strategic choice to reduce leverage ahead of future funding rounds. No guidance is provided on upcoming capital requirements or milestones. Investors should monitor further updates on project progress and financing.

Regulatory Environment for AIM-Listed Resource Companies

Red Rock operates under the AIM regulatory regime, a lighter-touch listing framework managed by the London Stock Exchange for smaller growth companies. AIM rules require compliance with disclosure obligations, related party transaction reporting, and shareholder notification rules. Appointment of a Nominated Adviser, fulfilled by Beaumont Cornish, is mandatory and serves as a governance safeguard. The Market Abuse Regulation applies equally to AIM and Main Market companies, mandating prompt disclosure of inside information and adherence to market conduct standards.

The AIM framework balances capital raising flexibility with investor protection. Companies must maintain effective disclosure controls to prevent information asymmetry. Announcements of total voting rights changes support transparency. Red Rock's compliance with these requirements is overseen by the London Stock Exchange and FCA.