REG - Golden Rock Global - Proposed Acquisition, Suspension of Trading

Golden Rock GlobalAnnouncement

22/01/2026 07:45

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RNS Number : 8559P  Golden Rock Global PLC  22 January 2026

22 January 2026

Golden Rock Global plc

 

(the "Company")

 

Golden Rock Global Proposed Acquisition, Suspension of Trading

 

Golden Rock Global plc, ("GCG", the "Company" or the "Purchaser") a Jersey
registered company admitted to the Equity shares (shell companies) category of
the Official List of the Financial Conduct Authority (the "Official List") and
to the main market of the London Stock Exchange plc ("Main Market") is pleased
to announce that it has entered into a non-binding, conditional, exclusive
Heads of Terms for the proposed acquisition of SSS Matrix Corp. ("SSSM") (the
"Proposed Acquisition"), subject to the execution of a definitive share
purchase agreement and satisfactory completion of customary due diligence.

The consideration for the Proposed Acquisition is intended to be satisfied
through the issue of new GCG shares. On completion of the Proposed
Acquisition, the Company intends to seek admission of its enlarged share
capital to the Equity shares (commercial companies) category of the Official
List and to trading on the Main Market (the "Admission").

Paul Carroll, Chairman of Golden Rock Global commented: "On behalf of the
Board of Golden Rock Global, we are delighted to announce our arrangement with
SSS Matrix. We are extremely impressed with the group's historical and
continued success. Combined with the current leadership team, we will support
the enlarged group's vision and ambitions. We look forward to working together
and expect a successful admission to the London Stock Exchange, potentially
adding significant shareholder value to both Companies".

About SSS Matrix Corp.:

SSSM is a rapidly developing, vertically integrated technology group operating
at the intersection of applied AI, commodity market and supply chain
management, blockchain-based digital finance and payment systems. SSSM had its
business refocussed and expanded during 2H 2025 with the addition of larger
trading, logistics management, and tokenization contracts.

Under the Heads of Terms, it is proposed that:

GCG intends to acquire the entire issued share capital of SSSM.

The purchase price payable by GCG will be settled through the issue of new
ordinary shares in the Purchaser ("Consideration Shares").

It is anticipated that any Consideration Shares issued to SSSM's principal
shareholder(s) and members of its executive management team who are joining
the Board of the Purchaser will be subject to a 12 month lock-up following
Completion, followed by an orderly market period.

Completion of the Proposed Acquisition will be subject to, inter alia:

·      satisfactory completion of financial, tax, legal, and
intellectual property due diligence;

·      receipt of required regulatory approvals;

·      FCA approval of a Prospectus to be published by the Purchaser;

·      completion of a contemporaneous equity fundraising sufficient to
meet the business plan for the enlarged group; and

·      waiver of rule 9 of the Takeover Code by the independent
shareholders of the Company.

Temporary suspension of listing and trading of Ordinary Shares:

Completion of the Proposed Acquisition will constitute an initial transaction
under the UK Listing Rules and as a result the Company's listing on the
Equity Shares (Shell Companies) category of the Official List will be
cancelled. The Company would need to apply for the admission of its shares to
the Equity shares (commercial companies) category of the Official List and to
trading on the Main Market on the basis that the FCA approves the eligibility
of the enlarged group, following completion of the Proposed Acquisition.

As the Proposed Acquisition is not yet agreed and the Company is currently
unable to provide a full disclosure of information on SSSM and as there is
insufficient publicly available information about the Proposed Acquisition and
the Company is unable to assess accurately its financial position and inform
the market,  as required by UK Listing Rule 13.4.6G, the Company has made a
request to the FCA that the listing of its Ordinary Shares on the Official
List is suspended with effect from 7:30 a.m. today under Rule 21.3 of
the UK Listing Rules. The suspension will remain in effect until the Company
publishes a prospectus in relation to the Proposed Acquisition, or, if the
Proposed Acquisition does not proceed, the Company will make an application to
the FCA for the suspension to be lifted, subject to satisfying the relevant
requirements under the Listing Rules.

The Company will make a further announcement, including the key terms required
by UK Listing Rule 13.4.22R, at such time as binding terms are entered into.

The parties intend to proceed as quickly as possible with the Proposed
Acquisition, however, there can be no certainty that the Proposed Acquisition
will be successfully completed, nor as to the final terms or timing of the
Proposed Acquisition.

Enquiries

 Golden Rock Global plc         Email:John@croftinternationalpartners.com

                                Tel: 0778 531 5588

 John Croft

                                Tel: 0203 829 5000

  Zeus

 James Joyce / James Bavister

 

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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