Issue of Equity & Director/PDMR Shareholding

RNS Number : 6677U

Goldstone Resources Ltd

04 December 2013

GOLDSTONE RESOURCES LIMITED

("GoldStone" or the "Company")

ISSUE OF EQUITY

GoldStone (AIM: GRL), the AIM quoted company focused on gold exploration in West and Central Africa, announces the allotment of 9,918,310 new ordinary shares of 1p each to the Executive Directors and operational management in lieu of remuneration for the period from March 2013 to November 2013 (the "Remuneration Shares") and the issue of 4,840,000 new ordinary shares of 1p each also to the Executive Directors and management (the "Bonus Shares").

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 shares at a price to be determined by the Remuneration Committee at an appropriate time.

On 3 December 2013 the board of GoldStone resolved that:

· 7,468,500 Remuneration Shares be issued and allotted to directors and management in lieu of remuneration deferred during the period from March to August 2013, equating to a subscription price of 1p per share.

· 2,449,810 Remuneration Shares be issued and allotted to directors and management in lieu of remuneration deferred during the period from September to November 2013, equating to a subscription price of 1.58p per share which is the volume weighted average price during the period.

· for the period from December 2013 to February 2014 deferred salaries be converted into shares by the issuing of further new ordinary shares at the volume weighted average price for the period, provided that such allotment occurs after 28 February 2014, the relevant employee is still in the employment of the Company, and that no further conversion of salaries into shares will occur unless otherwise agreed.

Bonus Shares

The Remuneration Committee recognises that it is in the interests of the Company that management is suitably incentivised through having the ability to share in the value growth of GoldStone. The Remuneration Committee therefore recommended to the Board to issue 4,840,000 Bonus Shares to the Executive Directors and management.

In addition a revised share incentive and bonus scheme is being drafted.

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

Director	No. of shares held previously *	No. of Remuneration Shares	No. of Bonus Shares	Resulting holding	Percentage of enlarged share capital
Dr. Hendrik Schloemann	2,000,000	2,695,443	1,620,000	6,315,443	1.56%
Jurie Wessels	2,100,000	2,781,804	2,530,000	7,411,804	1.84%

* the existing holdings in which Dr. Schloemann and Mr. Wessels are interested are each held in 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 and the Bonus Shares to be admitted to trading on AIM, which is expected to occur on 10 December 2013.

Following the issue of the Remuneration Shares and the Bonus Shares, there are 403,896,081 ordinary shares of 1p each in issue.

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