REG - Golden Rock Global - Capital Reorganisation

Golden Rock GlobalAnnouncement

04/06/2025 12:45

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RNS Number : 4459L  Golden Rock Global PLC  04 June 2025

 

4 June 2025

Golden Rock Global Plc

("Golden Rock" or the "Company")

Corporate Update

The directors of the Company (the "Board") have been working on various
matters to re-capitalise the Company in preparation for the suspension of
trading in the Company's shares being lifted and provides an update on
progress below.

Audits for financial years 2023 and 2024 ("Audits")

As announced on 2 May 2025, PKF Littlejohn LLP has been appointed as the
Company's auditor and the Audits are progressing well.  The Board is
therefore hopeful that with completion of the Audits the trading suspension
will be lifted soon.

Board Changes

Wei Chen has tendered his resignation as executive director of the Company and
will leave the Board with immediate effect. Further to the Company's
announcement on 1 April 2025, Paul Carroll has been appointed to the Board as
a non-executive director with immediate effect.

Debt for Future Equity Swap

Pursuant to a convertible loan note instrument dated 5 December 2022, the
Company issued £100,000 convertible loan notes to Wei Chen ("Notes"). In
consideration for the cancellation of those Notes, the Company has entered
into a subscription agreement, conditional on the Company completing a reverse
takeover, pursuant to which Wei Chen has the right to subscribe at nil cost
for such number of new ordinary shares in the capital of the Company as is
equal to £100,000 divided by the issue price at which any fundraising is
undertaken in connection with a reverse takeover.

Convertible Loan Note

Further to the announcement made on 3 April 2025, the Company further
announces that it has executed a convertible loan note instrument to
constitute up to £300,000 8% unsecured convertible loan notes, to be issued
to NE10 Vodka Ltd ("NE10") ("CLNs"). The CLNs will be issued in tranches to
NE10 as and when the Company draws down on the loan. The Company has today
issued £80,000 in principal value of CLNs to NE10.

The Notes are convertible at a price per ordinary share in the capital of the
Company which is calculated by reference to either (a) the volume weighted
average share price of the Company for the 30 day period ‎immediately
preceding the date of any conversion notice being received by the Company‎;
or (b)  the overall market capitalisation of the Company being £500,000, in
each case at the election of NE10. The notes have a maturity date of 3 years
from the date of the CLN instrument.

Subscription

The Company has entered into a subscription agreement with Mr Leon Hogan (the
"Subscriber") pursuant to which the Company has conditionally agreed to issue
and allot 4,550,000 new ordinary shares of £0.01 each in the capital of the
Company ("Subscription Shares") at a subscription price of £0.00021978 each
(the "Subscription Price") to the Subscriber (the "Subscription"). The new
ordinary shares rank pari passu with the Company's existing issued ordinary
shares.

The Subscription is conditional on admission of the Subscription Shares to the
Equity Shares (Shell Companies) Category of the Official List of the Financial
Conduct Authority ("FCA") and to trading on the main market for listed
securities of the London Stock Exchange plc ("LSE") ("Admission").

Application for Admission

The Company will be making its applications for Admission of the Subscription
Shares to the FCA and the LSE. It is expected that Admission of the
Subscription Shares will become effective by 30 June 2025, at the latest, and
that dealings in the Subscription Shares will commence at that time.

As at the date of this announcement, the Company's issued ordinary share
capital comprises 27,525,000 ordinary shares of £0.01 each. The above figure
may be used by shareholders 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 and Transparency Rules.

Warrants

The Company further announces that in connection with the Subscription, the
Company has executed a warrant instrument constituting 22,750,000 warrants
exercisable on a one for one basis into ordinary shares in the capital of the
Company at an exercise price of £0.00021978 per ordinary share and an
exercise period of 3 years commencing on (and including) the date of grant
(the "Warrants"). The Warrants are  capable of being exercised at any time
following their issue, subject to the restrictions described below.  All of
the Warrants will be issued to the Subscriber.

Restrictions on exercise of the Warrants and conversion of the CLN

The Warrants are not capable of being exercised and the CLNs are not capable
of being converted in each case (i) unless the Directors have been granted
necessary share authorities to allow the resulting issuance of shares; (ii) if
the resulting issuance of shares to the Subscriber and/or NE10, when taken
together with their respective existing shareholdings in the Company (if any,
in the case of NE10) at the date of such exercise or conversion, would require
either of them to make a mandatory cash offer for the shares in the Company
not already owned by them pursuant to rule 9 of the Takeover Code; or (iii) if
a prospectus would be required to be published by the Company in order for the
resulting shares to be admitted to the Equity Shares (Shell Companies)
Category of the Official List of the FCA and to trading on the main market for
listed securities of the LSE.

Enquiries

 Golden Rock Global plc  Email:John@croftinternationalpartners.com

                       (mailto:Email:John@croftinternationalpartners.com)
 John Croft

                       Tel: 0778 531 5588

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

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