Issue of Equity and Director PDMR Shareholding

RNS Number : 7279S

Goldstone Resources Ltd

26 September 2014

GOLDSTONE RESOURCES LIMITED

("GoldStone" or the "Company")

Issue of Equity and Director/PDMR Shareholding

GoldStone (AIM: GRL), the AIM quoted company focused on gold exploration in West and Central Africa, announces the issue and allotment of 10,634,223 new ordinary shares of 1p each ("Ordinary Shares") to the Executive Directors and operational management in lieu of remuneration in respect of the period from December 2013 to May 2014 (the "Remuneration Shares").

During February 2013, in an endeavour to conserve funds, the Executive Directors and the operational management agreed to defer 50% of their salaries from 1 March 2013 and to convert such deferred salaries into Ordinary Shares at a price to be determined by the Remuneration Committee at an appropriate time. On 4 December 2013 the Company announced the issue of 14,758,310 Ordinary Shares, comprising 9,918,310 Ordinary Shares issued in lieu of salaries in respect of the period from March 2013 to November 2013 and 4,840,000 Ordinary Shares as bonus shares. Provided that the subscription agreement concluded with Stratex International plc which was announced on 21 July 2014 (the "Subscription Agreement") is successfully completed, no further shares in lieu of salaries will be issued.

The board of GoldStone resolved that 10,634,223 Remuneration Shares be issued and allotted to directors and management in lieu of remuneration deferred during the period from December 2013 to May 2014, equating to a subscription price of 0.66p per share, being the volume weighted average price for the period from March to May 2014.

The interests of the Executive Directors, prior to and following the issue of the Remuneration Shares, in the share capital of the Company are set out below:

Director	No. of shares held previously *	No. of Remuneration Shares	Resulting holding	Percentage of enlarged share capital
Dr. Hendrik Schloemann	6,315,443	2,861,226	9,176,669	2.21%
Jurie Wessels	7,411,804	3,195,035	10,606,839	2.56%

* 2,000,000 Ordinary Shares in which Dr. Schloemann is interested and 2,100,000 Ordinary Shares in which Mr. Wessels is interested are owned by discretionary trusts. Whether the relevant director will benefit from the shares held by these trusts is entirely at the discretion of their trustees as there are no vested rights.

Admission to AIM

Application will be made for the Remuneration Shares to be admitted to trading on AIM, which is expected to occur on 2 October 2014.

Following the issue of the Remuneration Shares, there are 414,530,304 ordinary shares of 1p each in issue.

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