TIDMGRL

RNS Number : 8939G

Goldstone Resources Ltd

29 July 2021

29 July 2021

GOLDSTONE RESOURCES LIMITED

("GoldStone" or the "Company")

Exercise of Warrants

GoldStone Resources Limited (AIM: GRL) is pleased to announce that Paracale Gold Ltd ("Paracale") has exercised warrants to subscribe for 20,000,000 new ordinary shares of 1 penny each in the capital of the Company ("Ordinary Shares") at a price of 1.2 pence per Ordinary Share (the "Warrant Conversion Exercise").

The Warrant Conversion Exercise proceeds will be set against the related loan of USD1,224,000 provided to the Company by Paracale on 28 December 2018, which accrues interest at a daily compound rate of 6% (the "Loan"). Accordingly, following the Warrant Conversion Exercise, the balance of the Loan will be reduced to USD723,669. Interest shall accrue on this outstanding principal balance in accordance with the terms of the Loan Agreement.

The Company has also been notified by Paracale that, pursuant to an internal re-organisation at Paracale, its holding has reduced by 10,451,000 ordinary shares.

The 20,000,000 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 4 August 2021.

On Admission, Paracale will hold 115,853,754 Ordinary Shares in the Company, representing approximately 26.31 per cent. of the Company's issued share capital.

Total Voting Rights

Upon Admission, the Company's issued ordinary share capital will consist of 440,338,344 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 440,338,344. 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.

Related Party Transaction

Bill Trew, who personally holds 4,000,000 Ordinary Shares directly, is a director and shareholder of Paracale Gold Limited. The issue of 20,000,000 Ordinary Shares to Paracale and the reduction of its holding by 10,451,000 Ordinary Shares will take the combined shareholding of Bill Trew and Paracale from 25.29% to 27.22% on Admission.

The Warrant Conversion Exercise arrangement, as detailed above, is deemed to be a related party transaction pursuant to Rule 13 of the AIM Rules. 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 arrangement are fair and reasonable insofar as the shareholders of the Company are concerned.

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 
  LLP 
 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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July 29, 2021 03:00 ET (07:00 GMT)

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