REG - Goldstone Resources - EGM Notice,Subscription,Interest & Fee Conversions

Goldstone ResourcesAnnouncement

21/01/2026 07:00

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RNS Number : 6827P  Goldstone Resources Ltd  21 January 2026

21 January 2026

 

GOLDSTONE RESOURCES LIMITED

("Goldstone" or the "Company")

 

Posting of EGM Notice, Conditional £2 million Subscription, Interest and Fee
Conversions

 

GoldStone Resources Limited (the "Company") announces that the notice of its
extraordinary general meeting (the "EGM") has been posted to shareholders and
will be available on the Company's website at www.goldstoneresources.com
(http://www.goldstoneresources.com/) .

 

The EGM will be held at 11.00 a.m. on Thursday, 5 February 2026 at Faegre
Drinker Biddle & Reath LLP, Level 18, 8 Bishopsgate, London EC2N 4BQ.

 

The Board recognises that the EGM provides an opportunity for shareholders to
raise questions and comments. Shareholders who do not wish to attend the
meeting in person are invited to submit any questions relating to the business
of the EGM in advance by email to info@goldstoneresources.com, no later
than 11.00 a.m. on Monday, 2 February 2026. The Directors will endeavour to
address all such questions.

 

Conditional £2.0 million Subscription

 

The Company is pleased to announce that it has conditionally raised £2.0
million (before expenses) by way of a subscription by an investor for, in
aggregate, 200,000,000 new Ordinary Shares of 1 penny par value each in
the capital of the Company (the "Subscription Shares") at a price of 1 penny
per share (the "Subscription Price") (the "Subscription"). The Subscriber
will also receive, for each Subscription Share, one warrant over a further new
Ordinary Share exercisable at the Subscription Price for 24 months from the
date of admission of the Subscription Shares to trading on AIM.

 

Following Admission, the Subscription Shares will represent
approximately 15.16 per cent. of the Company's Enlarged Share Capital (as
defined below).

 

Approximately £1.4 million of the net proceeds of the Subscription will be
used to expedite the Company's exploration programme at the Homase Mine in
Ghana, with the objective of expanding and enhancing the current JORC
Resource, together with supporting business administration and working capital
requirements. The balance of the funds will be used to evaluate and invest in
gold projects outside Ghana in order to diversify the Company's asset base and
seek to maximise shareholder value. It is noted that the Company is in
advanced discussions regarding a potential investment in a company with gold
assets in Sierra Leone. No binding agreements have been made yet, and the
Company will provide further updates if any such agreements are finalised.

 

Interest Conversion - Gold Loan

 

The Company also announces that Asian Investment Management Services Limited
("AIMS") has agreed to accept settlement of approximately £1.45 million of
accrued interest under the gold loan agreement with AIMS, entered into on 19
June 2020 (the "Gold Loan") by way of conversion into equity, at an agreed
conversion price of USD4,250 per ounce and an exchange rate of USD:GBP
0.74.

 

Accordingly, the Company will issue 144,855,000 new Ordinary Shares at the
Subscription Price (the "Interest Conversion Shares"). Following Admission,
AIMS will represent approximately 29.91 per cent. of the Enlarged Share
Capital (as defined below). Following the issue of the Interest Conversion
Shares, the accrued interest remaining on the Gold Loan will be approximately
250 troy ounces in addition to the principal amount outstanding of 1,871.31
troy ounces.

 

Related Party Transaction

As AIMS is a substantial shareholder of the Company, the issue of the Interest
Conversion Shares is deemed to constitute a related party transaction under
the AIM Rules for Companies. Having consulted with the Company's Nominated
Adviser, Strand Hanson Limited, all of the Company's independent directors in
respect of the Interest Conversion Shares (being all directors save for
Campbell Smyth) consider the terms of such arrangement to be fair and
reasonable insofar as Shareholders are concerned.

 

Director Fee Conversions

 

In order to preserve cash within the Company for working capital purposes,
certain of the Company's directors have agreed to convert, in
aggregate, USD301,153 (being approximately £222,853), representing 50% of
outstanding directors' fees accrued and unpaid for the period from 1 January
2024 to 31 December 2025, into 22,285,317 new Ordinary Shares at the
Subscription Price (the "Fee Conversion Shares"). Following Admission, the
Directors interests in the Company's Ordinary Shares will represent, in
aggregate, approximately 2.76 per cent. of the Company's Enlarged Share
Capital, as set out below.

 

 Director         Existing holding of Ordinary Shares  No. of Fee Conversion Shares   Resulting holding of Ordinary Shares  Resulting percentage of Enlarged Share Capital
 Emma Priestley   11,446,658                           12,764,917                     24,211,575                            1.84%
 Richard Wilkins  2,080,660                            4,000,000                      6,080,660                             0.46%
 Orrie Fenn       526,798                              3,655,600                      4,182,398                             0.32%
 Campbell Smyth   0                                    1,864,800                      1,864,800                             0.14%

 

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.
Mike Jones and Kofi Amegashie, both independent directors in respect of the
Fee Conversion Shares, consider, 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
Shareholders are concerned.

 

Adviser Fee Shares

 

The Company will also issue to an adviser, in lieu of outstanding
fees, 2,500,000 new Ordinary Shares together with one warrant over new
Ordinary Shares on the same terms as the warrants issued pursuant to the
Subscription (the "Adviser Fee Shares").

 

Admission and Total Voting Rights

 

Application has been made to the London Stock Exchange for the Subscription
Shares, Interest Conversion Shares, Fee Conversion Shares, and Adviser Fee
Shares (together, the "New Ordinary Shares") to be admitted to trading on AIM
("Admission"). Admission is expected to become effective at 8.00 a.m. on
Tuesday, 10 February 2026.

 

The New Ordinary Shares will be issued fully paid and will rank pari passu in
all respects with the Company's existing Ordinary Shares.

 

Following Admission, the Company's issued share capital will
comprise 1,318,830,114 Ordinary Shares, each with one voting right. The
Company does not hold any shares in treasury. Accordingly, the total number of
voting rights in the Company will be 1,318,830,114 (the "Enlarged Share
Capital"), which shareholders may use as the denominator for the purposes of
calculating their interests under the FCA's Disclosure Guidance and
Transparency Rules.

 

Chief Executive Officer Statement, Emma Priestley, Chief Executive Officer,
commented:

"We are pleased to have conditionally raised £2.0 million, which strengthens
the Company's balance sheet and provides funding to accelerate exploration at
the Homase Mine while also enabling us to consider additional opportunities
beyond our core asset. The support shown through the subscription, together
with the conversion of debt and fees into equity, demonstrates continued
alignment with shareholders as we advance the Company's growth strategy."

 

 

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

 St Brides Partners Ltd

 Ana Ribeiro                         Tel: +44 (0)20 7236 1177

                                     goldstone@stbridespartners.co.uk

 

 

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.

 

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, with a particular focus on the highly prospective
Birimian 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                                                         a)    Emma Priestley

                                                                  b)    Richard Wilkins

                                                                  c)     Orrie Fenn

                                                                  d)    Campbell Smyth
 2.  Reason for the Notification
 a)  Position/status                                              a)    Director of the Company

                                                                  b)    Director of the Company

                                                                  c)     Director of the Company

                                                                  d)    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)
                                                                  a)    £0.01         a)    12,764,917

                                                                  b)    £0.01         b)    4,000,000

                                                                  c)     £0.01        c)     3,655,600

                                                                  d)    £0.01         d)    1,864,800

 
 d)  Aggregated information                                       N/A (Single transaction)

     Aggregated volume Price
 e)  Date of the transaction                                      21 January 2026
 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

21 January 2026

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

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