RNS Number : 3906A

Goldstone Resources Ltd

01 June 2021

1 June 2021


("GoldStone" or the "Company")

Exercise of Warrants

GoldStone Resources Limited (AIM: GRL), the AIM quoted gold exploration and development company focused on bringing the Homase Mine within its Akrokeri-Homase Gold Project ("AKHM") into production, is pleased to announce that Paracale Gold Ltd ("Paracale") has exercised, in aggregate, warrants to subscribe for 32,352,377 new ordinary shares of 1 penny each in the capital of the Company ("Ordinary Shares"), comprising, 20,352,377 new Ordinary Shares at a price of 1.2 pence per Ordinary Share (the "Warrant Conversion Exercise") and 12,000,000 new Ordinary Shares at a price of 3 pence per Ordinary Share (the "Cash Warrant Exercise").

The Warrant Conversion Exercise will be set against the related USD1,224,000 loan provided to the Company by Paracale on 28 December 2018, which accrues interest at a daily compound rate of 6% (the "Loan"). Accordingly, the amount due in respect of the Warrant Conversion Exercise is GBP244,229 (c.USD344,362) will satisfied by reducing the total amount of principal and interest outstanding under the Loan to USD1,036,558.

The Cash Warrant Exercise will be satisfied in cash and provides GBP360,000 of additional funding to the Company.

The Company remains on track to achieve the production schedule announced 13 May 2021, and the proceeds of the Warrant Exercise will be used to meet ongoing costs associated with the ramp up of operations at the Homase Mine.

The 32,352,377 new Ordinary Shares to be issued to Paracale will rank pari passu with the existing Ordinary Shares and application will be made for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the new Ordinary Shares will commence at 8.00 a.m. on 7 June 2021.

On Admission, Paracale will hold 102,704,754 Ordinary Shares in the Company, representing approximately 28.69 per cent. of the Company's issued share capital.

Related Party Transaction

Bill Trew, who personally holds 4,000,000 Ordinary Shares directly, is a director and shareholder of Paracale Gold Limited, which currently holds 70,352,377 ordinary shares in GoldStone representing 21.61% of its currently issued share capital, and is therefore a substantial shareholder and a related party of the Company as defined in the AIM Rules for Companies ("AIM Rules"). Together with his interest held directly, Mr Trew and Paracale Gold Limited will, an Admission, be interested in, in aggregate, 106,704,754 ordinary shares, representing 29.81% of the Company's currently issued share capital. Accordingly, the Warrant Conversion Exercise arrangement, as detailed above, is deemed to be a related party transaction pursuant to Rule 13 of the AIM Rules and it is noted that the board of Goldstone (excluding Mr Trew) considers, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms and conditions of the Warrant Conversion Exercise are fair and reasonable insofar as the shareholders of the Company are concerned.

Total Voting Rights

Upon Admission, the Company's issued ordinary share capital will consist of 357,938,344 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 357,938,344. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information, please contact:

 GoldStone Resources Limited 
 Bill Trew / Emma Priestley       Tel: +44 (0)1534 487 757 
 Strand Hanson Limited 
 James Dance / James Bellman      Tel: +44 (0)20 7409 3494 
 S. P. Angel Corporate Finance 
 Ewan Leggat / Charlie Bouverat   Tel: +44 (0)20 3470 0501 

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.

About GoldStone Resources Limited

GoldStone Resources Limited (AIM: GRL) is an AIM quoted gold exploration and development company.

The Company is focused on developing the Akrokeri-Homase project in south-western Ghana, which hosts a JORC Code compliant 602,000 oz 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 Akrokeri 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 52,500 oz gold at 2.5 g/t recovered. 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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June 01, 2021 02:30 ET (06:30 GMT)

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