REG - Golden Rock Global - Convertible Loan Note Fundraising Update

Golden Rock GlobalAnnouncement

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RNS Number : 9970W  Golden Rock Global PLC  17 March 2026

 

17 March 2026

Golden Rock Global Plc

("Golden Rock" or the "Company")

Convertible Loan Note Fundraising Update

Further to its announcement of 12 November 2025, the Company announces that in
connection with its ongoing fundraising, it has executed a convertible loan
note instrument ("CLN Instrument") constituting up to £1,500,000 8% unsecured
convertible loan notes ("CLNs") with an effective date of 15 October 2025
("Effective Date") and has executed a warrant instrument constituting up to
25,000,000 warrants ("CLN Warrant Instrument").

CLNs

The Company has as at the date of this announcement received £455,000 in
funds from investors and has issued £455,000 in principal value of CLNs to
such investors. The Company expects to complete its CLN fundraising by the end
of March 2026.

Key terms of the CLN Instrument include:

·      the CLNs are convertible at a price of 3p per ordinary share in
the share capital of the Company ("Ordinary Shares");

·      the CLNs bear interest from the date of their issue at an
interest rate of 8% per annum;

·      the CLNs have a maturity date of 15 October 2028 ("Maturity
Date");

·      the CLNs are convertible at the Company's option for 9 months
from the Effective Date and thereafter at the option of the noteholder until
the Maturity Date;

·      the CLNs, including any accrued interest, may be converted only
(but not repaid) into Ordinary Shares; and

·      conversion of the CLNs is subject to customary restrictions,
including but not limited to, the directors must have sufficient authorities
to allot Ordinary Shares to the noteholder on such conversion.

Warrants

On conversion of the CLNs, noteholders will also receive one warrant for every
two Ordinary Shares issued as a result of the conversion of the CLNs (the "CLN
Warrants"), which will be subject to the terms of the CLN Warrant Instrument.

Key terms of the CLN Warrant Instrument include:

·      each CLN Warrant will provide the holder with the right to
subscribe for one Ordinary Share at a price of 3p per Ordinary Share;

·      the CLN Warrants will be exercisable for three years after
issuance; and

·      exercise of the CLN Warrants is subject to customary
restrictions, including but not limited to, the directors must have sufficient
authorities to allot Ordinary Shares to the holder on such exercise.

Enquiries

 Golden Rock Global plc  Email:John@croftinternationalpartners.com

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

                       Tel: 0778 531 5588

 

LEI: 213800LQDN7P5PV83Q46

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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