Conditional Fundraising and Notice of AGM

Goldstone Resources Ltd

10 April 2024

 

10 April 2024

GOLDSTONE RESOURCES LIMITED

("Goldstone" or the "Company")

Conditional Fundraising

Gold Loan Standstill Amendment and

Notice of Annual General Meeting

Goldstone Resources Limited (AIM: GRL) is pleased to announce that it has conditionally raised £1.82 million before expenses by way of a subscription by new and existing investors (the "Subscription") for, in aggregate, 182,000,000 new ordinary shares of 1 penny par value each in the capital of the Company ("Ordinary Shares") (the "Subscription Shares") at a price of 1 penny per share (the "Subscription Price"). Participants in the Subscription will also receive, for each Subscription Share, one warrant over a further new Ordinary Share exercisable at a price of 2 pence per share for 24 months from the date of issue (the "Warrants").

In addition, the Company has entered into an agreement (the "Amendment Agreement") with Asian Investment Management Services Limited ("AIMSL") to extend to 31 December 2025 the standstill period in the Standstill Agreement dated 29 December 2023 relating to the exercise of certain of AIMSL's rights under the gold loan agreement entered into with the Company on 19 June 2020 ("Gold Loan Agreement").  Pursuant to the Amendment Agreement, AIMSL has also agreed to accept settlement of the interest accrued under the Gold Loan Agreement to 31 December 2023 by the issue to AIMSL of 101,803,680 new Ordinary Shares (the "Conversion Shares"). Following and subject to issue of the Conversion Shares, the outstanding balance in respect of the Gold Loan and accrued interest will be reduced to the principal of 1,871.43 troy ounces and will accrue interest at 14% from 1 January 2024.

The Subscription Shares and Conversion Shares represent approximately 23% and 13% respectively of the Company's share capital as enlarged by the issue of the Subscription Shares and the Conversion Shares.

The Subscription Price of 1 penny represents a discount of approximately 53% to the mid-market closing price on AIM of 2.15 pence per Ordinary Share on 30 June 2023, being the latest trading day prior to suspension of the Company's Ordinary Shares from trading on AIM.

The issue of the Subscription Shares, the Warrants and the Conversion Shares will be conditional, inter alia, on the Company obtaining the requisite shareholder approvals in respect of the issue of such shares from its shareholders at the Company's forthcoming annual general meeting to be convened shortly (the "AGM").

The net proceeds of the Subscription will be used to partially settle the Company's overdue creditor balances in line with payment plans agreed with the Company's major creditors, to progress the Company's strategy of developing and improving production at its Homase Mine in Ghana and for general working capital purposes.

It is noted that, in the event the resolutions related to the Subscription (the "Resolutions") are not passed at the AGM, the Board would, in light of the Company's significant overdue creditor balances, likely have to file insolvency of the Company under Jersey Law. Accordingly, the Board strongly encourages all shareholders to vote in favour of the resolutions to be proposed at the AGM.

Directors' Anticipated Participation

It is noted that certain of the Company's directors and a senior employee also intend to convert certain outstanding cash fees on the same terms as the Subscription, following publication of the Company's Annual Report and Accounts in respect of the year to 31 December 2022 and interim results for the 6 months to 30 June 2023 (the "Accounts"), expected later today (the "Director Subscription").

Recommendation and Irrevocable Undertakings

The Board intends to recommend that shareholders vote in favour of the Resolutions at the AGM and each director intends to vote in favour of the Resolutions in respect of the shareholdings owned or controlled by them.

It is also noted that the Company has received irrevocable undertakings to vote in favour of the Resolutions to be proposed at the AGM from Paracale Gold Limited and AIMSL in respect of their holdings of, in aggregate, 247,656,575 Ordinary Shares representing approximately 49.7% or the Company's currently issued share capital.

Related Party Transaction

Entering into the Amendment Agreement (including the agreement to accept the Conversion Shares in settlement of accrued interest) with AIMSL, as a substantial shareholder of the Company, is deemed to constitute a related party transaction under the AIM Rules for Companies. Having consulted with the Company's Nominated Adviser, Strand Hanson Limited, the directors consider the terms of such arrangement to be fair and reasonable insofar as the Company's shareholders are concerned.

Circular and Notice of AGM

A circular relating, inter alia, to the Subscription (the "Circular") will be posted to shareholders shortly and will be made available to view on the Company's website at: www.goldstoneresources.com, once published. The Circular will contain formal notice convening the AGM to approve, inter alia, issue of the Subscription Shares and the Conversion Shares. The AGM is to be held on Friday, 26 April 2024 at 11.00 a.m. at the offices of Faegre Drinker Biddle & Reath LLP, at 7 Pilgrim Street, London EC4V 6LB.

Admission and Total Voting Rights

Completion of the Subscription is conditional, inter alia, on receipt by the Company of the Subscription proceeds and admission of the Subscription Shares to trading on AIM by 8.00 a.m. on Thursday 2 May 2024 (or such later time as the Company may agree, being not later than 8.30 a.m. on Tuesday 7 May 2024).

Application will be made for the Subscription Shares to be admitted to trading on AIM. A further announcement regarding the enlarged share capital following the Subscription for the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules will be made following publication of the Accounts.

Operational Update

During 2023 and Q1 2024 the Company has continued to maintain operations and has produced some 1,900 troy ounces of gold. The Subscription is expected to enable the Company to improve recovery rates and increase total production over the coming months, by bringing in new operational managers and accelerating operational developments on site at the Homase Mine. The Company will provide further operational updates in due course, as appropriate.

Emma Priestley, Chief Executive Officer, commented:

"Despite a period of significant challenges during 2023 and into the start of this year, I believe the opportunity exists for the Company to reset its goals and restore value for shareholders. The Board of Directors are confident that we will have a year of progress in the remainder of 2024.  We very much appreciate the continued patience and support of our shareholders during this difficult period and look forward to installing a new operational team and accelerating operational progress during the remainder of 2024."

For further information, please contact:

GoldStone Resources Limited
Emma Priestley	Tel: [phone]
Strand Hanson Limited
James Dance / James Bellman	Tel: [phone]
S. P. Angel Corporate Finance LLP
Ewan Leggat / Charlie Bouverat	Tel: [phone]
St Brides Partners Ltd Susie Geliher	Tel: [phone]

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019.

About GoldStone Resources Limited

GoldStone Resources Limited (AIM: GRL) is an AIM quoted mining and development company with projects in Ghana that range from grassroots exploration to production.

The Company is focused on developing the Akrokeri-Homase project in south-western Ghana, which hosts a JORC Code compliant 602,000oz gold resource at an average grade of 1.77 g/t.  The existing resource is confined to a 4km zone of the Homase Trend, including Homase North, Homase Pit and Homase South.

The project hosts two former mines, the Akrokerri Ashanti Mine Ltd, which produced 75,000 oz gold at 24 g/t recovered grade in the early 1900s, and the Homase Pit which AngloGold Ashanti developed in 2002/03 producing 52,000 oz gold at 2.5 g/t recovered.  Production is currently focussed on the Homase Mine however it is the Company's intention to build a portfolio of high-quality gold projects in Ghana, with a particular focus on the highly prospective Ashanti Gold Belt.

 

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