TIDMGRL
RNS Number : 3720S
Goldstone Resources Ltd
13 July 2022
13 July 2022
GOLDSTONE RESOURCES LIMITED
("GoldStone" or the "Company")
Conversion of Loan
Issue of Equity
GoldStone Resources Limited (AIM: GRL), the emerging gold
producer and developer focussed on Ghana,
is pleased to announce that it has reached agreement with
Paracale Gold Limited ("Paracale") for the conversion of its total
outstanding loan and associated interest into fully paid new
ordinary shares of 1p each in the Company ("Ordinary Shares") (the
"Loan Conversion").
As announced 28 December 2018, Paracale, a company associated
with Bill Trew, Chairman of Goldstone, provided the Company with a
loan of US$1.224 million which accrues interest at 6% per annum
(the "Loan"). On 29 July 2021, Paracale reduced the principal
amount and interest due by the exercise of warrants to subscribe
for 20,000,000 new Ordinary Shares at a price of 1.2 pence per
Ordinary Share (the "Warrant Conversion Exercise") at nil cost,
with the Warrant Conversion Exercise proceeds being set off against
the Loan. Accordingly, following the Warrant Conversion Exercise,
the balance of the Loan was reduced to US$723,669. Interest
continued to accrue on this outstanding principal balance in
accordance with the terms of the Loan agreement.
The outstanding Loan, totalling US$766,522 (including the
accrued interest of US$42,853), which equates to GBP642,085 at an
exchange rate of 0.83766, will be converted into 9,802,821 new
Ordinary Shares (the "Conversion Shares") at a price of 6.55 p per
Ordinary Share, being the closing mid-market price per share on 12
July 2022, being the latest practicable date at the time of
signing.
Following the Loan Conversion, there are no outstanding loans or
warrants held by Paracale.
Emma Priestley, CEO of GoldStone, commented :
"Paracale Gold share our vision for the development of the
Akrokeri-Homase Project in Ghana and have been a tremendous support
to GoldStone in recent years and continue to be so following the
conversion of their outstanding loan to equity.
"As the Company has transitioned from explorer and developer to
commercial gold producer, the future of GoldStone is very
encouraging. The elimination of Paracale's loan will reduce debt on
the balance sheet and will further support the growth of the
Company. With sufficient cash being generated from gold sales
already, this latest conversion will go further to maintain the
Company's cash position for operational developments and the Board
is confident that it remains well positioned to continue the ramp
up of production at Homase."
Admission and Total Voting Rights
The Conversion Shares will rank pari passu with the existing
Ordinary Shares and application will be made for the 9,802,821
Conversion Shares to be admitted to trading on AIM ("Admission").
It is expected that Admission will become effective and dealings in
the Conversion Shares will commence at 8.00 a.m. on or around 19
July 2022.
On Admission, Paracale, which currently holds 115,853,754
Ordinary Shares in GoldStone, representing 24.0% of the Company's
current issued share capital, will hold 125,656,575 Ordinary Shares
representing 25.52% of the Company's enlarged share capital.
Together with his direct interest in the Company of 4,000,000
Ordinary Shares, Bill Trew, as a director and shareholder of
Paracale, will, in aggregate, hold an interest in 129,656,575
Ordinary Shares representing approximately 26.33% of the Company's
enlarged share capital on Admission.
Upon Admission, the Company's issued ordinary share capital will
consist of 492 ,436,817 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 on Admission will be 492 ,436,817. 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 Transactions
Paracale, a company of which Bill Trew, Chairman of Goldstone,
is a director and substantial shareholder, is a substantial
shareholder of the Company and is a related party of the Company as
defined in the AIM Rules for Companies ("AIM Rules").
Accordingly, the Loan Conversion is deemed to be a related party
transaction pursuant to Rule 13 of the AIM Rules and the
independent directors, being Emma Priestley, Richard Wilkins and
Orrie Fenn, consider, having consulted with the Company's nominated
adviser, Strand Hanson Limited, that the terms and conditions of
the Loan Conversion are fair and reasonable insofar as the
shareholders of the Company are concerned.
- ENDS-
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
About GoldStone Resources Limited
GoldStone Resources Limited (AIM: GRL) is an AIM quoted
exploration and development company with projects in Ghana that
range from grassroots exploration to development.
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 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. 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.
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.
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END
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