REG - Goldstone Resources - Director and Senior Management Fee Conversions

Goldstone ResourcesAnnouncement

10/04/2024 17:30

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RNS Number : 0939K  Goldstone Resources Ltd  10 April 2024

10 April 2024

 

GOLDSTONE RESOURCES LIMITED

("Goldstone" or the "Company")

 

Director and Senior Management Fee Conversions and

Issue of Adviser Fee Shares

 

Further to the Company's announcement released earlier today in respect of the
Subscription and Amendment Agreement, the Company announces the proposed
conversion by certain directors and a senior manager of the Company of, in
aggregate, US$176,125 (approximately £140,900) of outstanding fees into new
Ordinary Shares (the "Fee Conversions") at the Subscription Price and an issue
of new Ordinary Shares to an adviser to the Company in lieu of outstanding
fees on the same terms as the Subscription (the "Adviser Fee Conversion").
Both the Fee Conversions and Adviser Fee Conversion are conditional on
approval by shareholders of the Resolutions to be proposed at the AGM.

 

Director and Senior Management Fee Conversions

In order to preserve cash within the Company for working capital purposes,
certain of the company Directors and a senior manager have agreed to convert,
in aggregate, US$176,125 (approximately £140,900), being 50% of their
outstanding fees accrued and unpaid for the period from 1 July 2022 to 31
December 2023, into 14,090,000 new Ordinary Shares at the Subscription Price
(the "Fee Conversion Shares").

 

 Director         Existing holding of Ordinary Shares  No. of Director Fee Conversion Shares   Resulting holding of Ordinary Shares  Resulting percentage of Enlarged Share Capital
 Emma Priestley   5,196,658                            6,250,000                               11,446,658                            1.42
 Angela List*     59,920,660                           1,760,000                               61,680,660                            7.67
 Richard Wilkins  320,660                              1,760,000                               2,080,660                             0.26

 

* Angela List's interest includes that of Nguvu Holdings Limited, a company of
which she is a director and major shareholder, which is currently holds an
interest in 59,600,000 Ordinary Shares, representing approximately 11.96% of
the Company's current issued share capital.

 

In addition, and within the Fee Conversions, the Company has issued 4,320,000
new Ordinary Shares to a senior manager of the Company.

 

Adviser Fee Shares

In addition, the Company has agreed to issue 7,500,000 new Ordinary Shares and
7,500,000 warrants over new Ordinary Shares (on the same terms as the Warrants
issued pursuant to the Subscription) to an adviser to the Company in lieu of
outstanding fees (the "Adviser Fee Shares").

 

Related Party Transaction

The issue of the Fee Conversion Shares to certain directors of the Company is
a related party transaction under AIM Rule 13 of the AIM Rules for Companies.
Orrie Fenn, an independent director in respect of the Director Fee
Conversions, considers, having consulted with the Company's Nominated Adviser,
Strand Hanson Limited, that the terms of the Fee Conversions in respect of the
Directors listed above are fair and reasonable insofar as the shareholders of
the Company are concerned.

 

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for the Subscription
Shares, the Conversion Shares, the Fee Conversion Shares, and the Adviser Fee
Shares (together, the "Shares") to be admitted to trading on AIM ("Admission")
at 8.00 a.m. on or around 2 May 2024, subject to the passing of the
Resolutions at the AGM. The Shares will be issued as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares, including
the right to receive dividends and other distributions declared on or after
the date on which they are issued.

 

Upon Admission, the Company's issued ordinary share capital will consist
of 803,907,013 Ordinary Shares with one voting right each (the "Enlarged
Share Capital"). The Company does not hold any Ordinary Shares in treasury.
Therefore, the total number of Ordinary Shares and voting rights in the
Company following Admission will be 803,907,013. 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.

 

Defined terms used in this announcement shall have the same meanings as in the
Company's announcement entitled "Conditional Fundraising, Gold Loan Standstill
Amendment, and Notice of Annual General Meeting" dated 10 April 2024 unless
otherwise defined herein.

 

 

For further information, please contact:

 

 GoldStone Resources Limited
 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
                                     Tel: +44 (0)20 7236 1177

 St Brides Partners Ltd

 Susie Geliher

 

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, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019 ("UK MAR").

 

About GoldStone Resources Limited

GoldStone Resources Limited (AIM: GRL) is an AIM quoted mining and development
company with projects in Ghana that range from grassroots exploration to
production.

 

The Company is focused on developing the Akrokeri-Homase project in
south-western Ghana, which hosts a JORC Code compliant 602,000oz 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.  Production is currently focussed on the Homase
Mine however 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.

 

PDMR Notification Forms:

The notifications below are made in accordance with the requirements of UK
MAR.

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Emma Priestley
 2.  Reason for the Notification
 a)  Position/status                                              Director of the Company
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Goldstone Resources Limited
 b)  LEI                                                          213800B7ATYRPQUTS551
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
     where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Ordinary shares of 1 penny each in the share capital of the Goldstone
                                                                  Resources Limited
     Identification code                                          JE00BRJ8YF63
 b)  Nature of the Transaction                                    Receipt of new Ordinary Shares in lieu of director fees
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  £0.01     6,250,000

 
 d)  Aggregated information                                       N/A (Single transaction)

     Aggregated volume Price
 e)  Date of the transaction                                      10 April 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

 

d)

Aggregated information

Aggregated volume Price

N/A (Single transaction)

e)

Date of the transaction

10 April 2024

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Richard Wilkins
 2.  Reason for the Notification
 a)  Position/status                                              Director of the Company
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Goldstone Resources Limited
 b)  LEI                                                          213800B7ATYRPQUTS551
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
     where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Ordinary shares of 1 penny each in the share capital of the Goldstone
                                                                  Resources Limited
     Identification code                                          JE00BRJ8YF63
 b)  Nature of the Transaction                                    Receipt of new Ordinary Shares in lieu of director fees
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  £0.01     1,760,000

 
 d)  Aggregated information                                       N/A (Single transaction)

     Aggregated volume Price
 e)  Date of the transaction                                      10 April 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

 

d)

Aggregated information

Aggregated volume Price

N/A (Single transaction)

e)

Date of the transaction

10 April 2024

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Angela List
 2.  Reason for the Notification
 a)  Position/status                                              Director of the Company
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Goldstone Resources Limited
 b)  LEI                                                          213800B7ATYRPQUTS551
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
     where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Ordinary shares of 1 penny each in the share capital of the Goldstone
                                                                  Resources Limited
     Identification code                                          JE00BRJ8YF63
 b)  Nature of the Transaction                                    Receipt of new Ordinary Shares in lieu of director fees
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  £0.01     1,760,000

 
 d)  Aggregated information                                       N/A (Single transaction)

     Aggregated volume Price
 e)  Date of the transaction                                      10 April 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

 

d)

Aggregated information

Aggregated volume Price

N/A (Single transaction)

e)

Date of the transaction

10 April 2024

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

 

 

 

 

 

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