REG - Goldstone Resources - Final Results
01/07/2025 07:00
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RNS Number : 0856P Goldstone Resources Ltd 01 July 2025
1 July 2025
GOLDSTONE RESOURCES LIMITED
("GoldStone" or the "Company")
Final Results for the year ended 31 December 2024
GoldStone Resources Limited (AIM: GRL) announces its final results for the
year ended 31 December 2024.
The Annual Report and Accounts for the year ended 31 December 2024 will
shortly be available to view and download in full on the Company's website at
www.goldstoneresources.com. Hard copies of the Annual Report and Accounts
are available on request.
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
Susie Geliher Tel: +44 (0)20 7236 1177
CHAIR'S REPORT
2024 was a busy and significant period for GoldStone Resources Limited, during
which we built on the essential foundations laid in 2023 and entered the year
with a renewed focus on operational improvements and financial stabilisation.
I am pleased to report that the efforts of the entire team are bearing fruit
and that we remain confident and enthusiastic about the Group's ability to
transition into a profitable mining company.
Following a challenging start to 2024, our production profile at the Homase
Gold Project in the Ashanti Region of Ghana improved considerably during the
final quarter of the year. This positive momentum has continued into 2025,
with consistent and improving production levels that reflect the changes
implemented at site. This includes enhancements in equipment and processes
that are now delivering measurable results in both output and recovery rates.
On the corporate side, the Group has taken important steps to strengthen its
financial position and improve its balance sheet, reducing financial pressure
and ensuring that GoldStone is positioned strongly, as gold production
continues to ramp up throughout 2025 and into 2026. The standstill agreement
with Asian Investment Management Services Limited ("AIMSL") remains in place,
with the repayment now deferred to the end of 2025. This will allow the Group
to focus on further operational improvements and strategic planning.
The operational team at Homase has demonstrated exceptional commitment and
resilience, driving the turnaround in performance on the ground. As we
continue through 2025, our priority remains to build on this progress, both in
terms of production and efficiency, while assessing the most viable methods
for further unlocking value from the Homase and Akrokeri licence areas.
The strength of the gold market continues to underpin this strategic
direction. In 2024 and into 2025, gold prices remained robust, driven by
persistent global macroeconomic uncertainty, geopolitical instability, and
continued investor appetite for safe-haven assets. This favourable price
environment enhances the value of each incremental improvement we make at both
Homase and Akrokeri and supports our efforts to generate sustainable cash
flow. With our low-cost, scalable production model and improving operational
performance, GoldStone is well positioned to capitalise on the current market
dynamics. As we continue to de-risk operations and improve efficiency, we
believe we are strongly placed to benefit from the upside of a resilient gold
price and to deliver long-term value to shareholders.
As Chair, I remain encouraged by the collaborative spirit and technical focus
across the Group. Our management team, both in Ghana and at the corporate
level, has shown commendable tenacity and professionalism. I would also like
to acknowledge the invaluable contribution of our shareholders, whose support
and patience have allowed us to navigate through a difficult period and emerge
stronger.
With Homase in production, exploration upside, and a clear pathway to scaling
operations, we believe that 2025 will be an important year for GoldStone. We
look forward to updating the market on our continued progress.
Angela List
Non-Executive Chair
Chief Executive Officer's REPORT
2024 has been a year of steady operational improvement and important corporate
progress for GoldStone. Our primary focus remained the continued optimisation
of production at the Homase Open Pit Mine in Ghana, while also working to
strengthen the Group's financial and governance framework. I am pleased to
report that the steps that we have taken are yielding tangible results.
Production at Homase improved significantly in the second half of 2024 and
this upward trend has continued into 2025. We have seen consistent growth in
throughput and gold production, following the introduction of enhanced
equipment and a more robust plant configuration. This performance marks a
critical shift towards our longer-term objective of achieving stable,
profitable gold output and site-level cashflow.
During 2024, the Group focused heavily on ensuring that the corporate and
executive functions are appropriately structured to support our growing
operational footprint. This included refining our management processes,
improving cost controls, and ensuring compliance across all areas of our
business. In parallel, we have continued to assess capital needs in line with
operational demands, always with a view to maintaining financial prudence.
As we look forward, our strategy remains twofold: to optimise and expand
production at Homase, and to further explore the broader mineralised trend and
deeper sulphide ore zones within our mining lease. The Homase Mine maintains
the average 48,000 tonnes of agglomerated stacked ore per month, with mining
operations and heap leach processing, the targets remain on track. Preparatory
work for the expansion of Pit 1 continued in H1 2025, with the pushback of the
benches to allow access to the ore. Mining operations recommenced in April
2024, and average grades are 1-1.2 g/t, which with increased stacking and the
continued improvement in leach kinetic rates is expected to facilitate the
achievement of our production target over the coming months, H2 2025.
To further support the expansion of both mining and processing operations
throughout 2025, operations continue to advance on the second lift of pads 3
and 4 and the extension to Cell 5 is now completed. The civil engineering
work continues for the construction of Cells 6 and 7 and we should be in a
position to provide an update on this work in the coming weeks.
The team is also eager to review exploration targets at the Akrokeri
Underground Mine, which remains a core asset within our longer-term
development strategy. We intend to expand our exploration activities at
Akrokeri and further information will be provided in due course.
Finally, I would like to thank the entire team, both in Ghana and across our
corporate functions, for their commitment and hard work during what has been a
year of meaningful progress. I am also grateful to our shareholders for their
continued support and patience as we navigate the complexities of building a
sustainable gold production business. We continue through 2025 with renewed
focus, a clear strategy, and optimism about what lies ahead for GoldStone.
Corporate and Financial Review
Losses from operations for the 12 months to 31 December 2024 were US$4.1
million (2023: loss US$2.7 million).
The financial statements at year end show the Group's balance sheet, with net
assets of US$10.5 million against net assets of US$9.2 million at the end of
the previous year.
Cash and cash equivalents as at 31 December 2024 were US$96k (2023:
US$121k).
On 27 January 2023, GoldStone announced that it had issued convertible loan
notes to Blue Gold International Limited ("BGL" or "Blue Gold") in the nominal
amount of £2,400,000 and which were due for redemption on 30 November 2024.
At the election of BGL, the Loan Notes (together with accrued interest to
date) were converted on 20 December 2024 into 85,859,062 new ordinary shares
of 1p each in the Company at a price of 3.25p per Ordinary Share (the
"Conversion Shares"). Issue of the Conversion Shares constituted a full and
final redemption of the outstanding principal amount of the Convertible Loan
Notes and all accrued interest thereon, which amounted to £2,790,420 on the
Conversion Date, 20 December 2024. On the Conversion Date, in consideration of
the Conversion Agreement, the Company issued a further 61,833,246 new Ordinary
Shares to Devonport (the "Consideration Shares"). The Conversion Shares and
Consideration Shares amounted to, in aggregate, 147,692,308 new Ordinary
Shares, equal to approximately 16 per cent of the issued share capital of the
Company at that time. The Conversion was completed on the 28 January 2025,
post period end, when the 147,692,308 new ordinary shares were delivered.
The warrants held by BGL to subscribe for up to 60,000,000 Ordinary Shares at
a price of 4 pence per share, exercisable at any time until 26 January 2025,
have lapsed.
The Group prepares regular management accounts and financial forecasts to
monitor performance which are regularly reviewed and challenged by the Board.
The Group may, in due course, seek to raise additional capital to support
increasing production rates and additional exploration activities to increase
the Group's resource base, and to reduce creditors.
Post Period Developments
On 28 January 2025, the Group announced the completion of the conversion of
the BGL Loan, with the delivery of the 147,692,308 ordinary shares. The
warrants held by BGL to subscribe for up to 60,000,000 Ordinary Shares at a
price of 4p per share, exercisable at any time until 26 January 2025, have
lapsed.
The Standstill Agreement with AIMSL in respect of its gold loan agreement to
29 June 2024, was subsequently extended to 31 December 2025.
As announced on the 28 March 2025, AIMSL converted 247.72 troy ounces of gold,
part of the accrued interest, that was reported for the period end 31 December
2024, the conversion was for 49,003,680 new ordinary shares. This was the
balance of ordinary shares allotted to AIMSL under Resolution 7c of the 2024
AGM, where 101,803,680 new ordinary shares were approved, but only 52,800,000
ordinary shares were allotted to AIMSL. The Balance of the Gold Loan, upon
conversion, with the principal of the Gold Loan as 1,871.43 troy ounces, and
495.20 troy ounces in interest. Announced on the 25 June 2025, AIMSL
informed the Company that it had bought shares in the market, increasing its
shareholding by 5,810.172 ordinary shares, the resulting share issue to AIMSL
is 249,613,852 ordinary shares representing 26.03% of the Company's issued
share capital.
For the post period end, January 2025 to June 2025, the Group has produced
approximately 1,847.19 troy ounces, from the Homase Mine for an average of 370
troy ounces per month and the and the Board believes production will increase
incrementally over the coming months.
In February 2025 the Group's subsidiary, Goldstone Akrokeri Limited, entered
into a Reclamation Bond Guarantee in favour of the Ghanaian Environmental
Protection Authority for the sum of US$721,027.20. This is a requirement of
Ghanaian legislation and is in respect of the subsidiary company's obligations
in relation to the reclamation of the mining lease land.
Risk management
The Board has identified the following as being principal strategic and
operational risks:
a. development and mining
Development and mining for natural resources is speculative and involves
significant risk.
Planned production schedules may not be achieved as a result of unforeseen
operational problems, machinery malfunctions or other disruptions. Operating
costs and profits for commercial production therefore remain subject to
variation, such as gold prices or not achieving the expected recovery rates.
Inflation and supply chain issues, which affect the global economy, which may
also impact on recovery rates.
The Board are evaluating each stage of the development and mining of the
Group's projects, site by site, in order to mitigate as far as possible these
risks inherent in production. Use of modern technology and electronic tools
assist in reducing risk in this area. Good employee relations are also key
in reducing the exposure to labour disputes. The Group is committed to
following sound environmental guidelines and practice and is keenly aware of
the issues surrounding each individual project.
b. country and political
GoldStone's country of operation is Ghana. Emerging market economies could
be subject to greater risks including legal, regulatory, economic and
political risks and are potentially subject to rapid change.
The Board routinely monitors political and regulatory developments in Ghana.
The Ghanaian Government continues to be supportive towards the mining sector,
including the improved regulation of small-scale mining operations, thus
ensuring controlled management of neighbouring areas. Most recently the
Ghanaian Government has announced the new Ghana Gold Board Act ("GoldBod")
passed on 29 March 2025, which has been established in relation to trading
prohibitions on the local gold trading market in Ghana with effect from 30
April 2025. This will not affect mining leaseholders such as Goldstone.
Accordingly, in line with the original sales agreements from 2022, that the
Ministry of Mines approves for mining leaseholders, it was set out that
leaseholders should sell 20% of production to the Bank of Ghana. With the
formation of the new GoldBod, it has been agreed that the mining leaseholders
will sell the 20% of production to the GoldBod at a 1% discount to the London
LBMA spot price on the day of sale. This is in line with all mining
leaseholders. The Board does not foresee any impact on the Company or its
operations.
In addition, the Group actively engages in dialogue with relevant Government
representatives in order to keep abreast of all key legal and regulatory
developments applicable to areas of interest. GoldStone maintains internal
processes to ensure that it is wholly compliant with all relevant regulations
in order to maintain its licences.
It is noted that security risk is inherent with a business operating in an
emerging economy such as Ghana, particularly for a producing gold mine. The
Group is increasing its engagement with the government and its governing
bodies to monitor the emerging country risk in order to ascertain any
particular risks or trends that can be identified and mitigated to seek to
ensure the security of our people and our business.
The Group has increased its focus on security and management plans and is
continuously monitoring any security issues, threats and emerging potential
issues through global and national advisory services, government security
intelligence and local engagement, to establish an appropriate and effective
security approach that is also aligned with the Voluntary Principles of
Security and Human Rights.
c. social, safety and environmental
The Group's success depends upon its social, safety and environmental
performance as failures may lead to delays or suspensions of its activities.
The Group takes its responsibilities in these areas seriously and monitors its
performance across these areas on a regular basis.
The Group experienced no fatalities for the 2024 financial year, no lost-time
injuries, and with 744 hours of safety training and an 8.1% compound annual
TRIFR improvement over 2023 and 2024, contributes to the Group's commendable
safety performance. The Group has set out to create an environment of zero
harm by creating a safe and healthy workplace and managing our activities in a
way that eliminates accidents, minimises health and safety risks and promotes
excellence in the performance of our operations.
As the Homase Mine increases production, the Group is strengthening its
relationships with the communities living within the concession areas and
close to the projects. The immediate focus for each of the villages within
the licences, has been sanitation and drinking water, and improving the school
facilities, maintaining the buildings and providing school uniforms. The
Group continues to build on the community relationships to assist the
smallholder farmers and ensuring a "community first" approach when
recruiting. These schemes benefit both the communities and the investors in
which the Group is operating. These include the following:
Supporting local communities
· Majority local Workforce 57% from Amansie and Adnasie Regions and 42%
from surrounding communities
· Buying goods and services locally 45% within 100km and 35% Nationally
· Providing clean water - 800 people
· Education support - 400 children
· Roads and infrastructure
Environmental stewardship
· Maintain minimal footprint with no tailings dam
· Zero activity within primary forest
· Remediation of illegal mining areas
· Low carbon intensity
· 25% Materials recycled - hydrocarbon waste, metal scraps and plastics
· Nursery for indigenous plants for remediation
d. financial
AIMSL, which holds the secured Gold Loan of 2,000 troy ounces, @
USD1,500/ounce, amounting to US$3.0 million, supported the Group by agreeing
to a number of deferments of interest payments throughout 2021 to 2025 (post
year end conversion), and continues to support the Group. As announced on 3
January 2024, the Group had received notification that a standstill agreement
for a further 6 months, to the 29 June 2024 had been agreed, this has
subsequently been extended to 31 December 2025.
The Company announced on 23 May 2024 that it has raised £834,000 before
expenses by way of a Subscription of, in aggregate, 83,400,000 new ordinary
shares of 1p par value each in the capital of the Group at a price of 1 penny
per share, together with one warrant per ordinary share to subscribe for a
further new Ordinary Share at an exercise price of 2 pence during the period
of 24 months from the date of Admission. AIMSL, subscribed for 20 million
ordinary shares, which at the time took their holding to 142 million ordinary
shares.
In addition to the fundraise, AIMSL agreed to convert and settle the interest
accrued to 31 December 2023 by the issue of ordinary Shares of £0.01 each in
the capital of the Company (the "Conversion Shares"), 52,800,000 Conversion
Shares were allotted, representing approximately 300 oz of the 578.4 oz of
gold interest accrued on the Gold Loan to 31 December 2023.
The balance of the Conversion Shares, 49,003,680 ordinary shares, as set out
at Resolution 7c of the 2024 AGM, were issued to AIMSL, announced on the 28
March 2025. For the conversion, AIMSL converted 247.72 troy ounces of gold,
part of the accrued interest, that was reported for the period end 31 December
2024, for the conversion shares, 49,003,680 new ordinary shares. The Balance
of the Gold Loan, upon conversion, the principal of the Gold Loan is 1,871.43
troy ounces, with 495.20 troy ounces in interest. Announced on the 25 June
2025, AIMSL informed the Company that it had bought shares in the market,
increasing its shareholding by 5,810.172 ordinary shares, the resulting share
issue to AIMSL is 249,613,852 ordinary shares representing 26.03% of the
Company's issued share capital.
The Company announced on 21 August 2024, that it has raised £600,000 by way
of a subscription by an institutional investor for, in aggregate, 57,142,857
new ordinary shares of 1 penny par value each in the capital of the Group at a
price of 1.05 pence per Subscription Share, this represented 8% of the
Group's share capital.
It was announced on the 24 October 2024 that £176,000 was raised by way of a
subscription by an institutional investor for, in aggregate, 16,761,905 new
ordinary shares of 1 penny par value each in the capital of the Group at a
price of 1.05 pence per Subscription Share. In addition, the Group also
agreed with a creditor on behalf of its subsidiary GoldStone Akrokeri Ltd for
the conversion of £234,000 (US$300,000) of its debt into 22,285,714 new
Ordinary Shares (the "Conversion Shares").
The Board believes that the Fundraises, in conjunction with the Group's
ongoing revenues and creditor arrangements, provides sufficient working
capital for continued operations.
Emma Priestley
Chief Executive Officer
Consolidated statement of financial position
as at 31 December 2024
in united states dollars note 31 December 2024 31 December 2023
Assets
non-current assets
property, plant and equipment 9 20,424,671 19,429,551
total non-current assets 20,424,671 19,429,551
current assets
inventory 12 2,953,074 2,189,375
trade and other receivables 11 690,529 567,597
cash and cash equivalents 13 95,782 121,432
total current assets 3,739,385 2,878,404
total assets 24,164,056 22,307,955
Equity
share capital - ordinary shares 15 10,105,549 6,865,393
share capital - deferred shares 15 6,077,013 6,077,013
share premium 15 35,275,221 35,218,946
foreign exchange reserve 15 (5,336,004) (6,910,817)
capital contribution reserve 15 555,110 555,110
share options reserve 15, 17 - -
accumulated deficit 15 (36,143,673) (32,584,552)
total equity 10,533,216 9,221,093
Liabilities
non-current liabilities
provision for rehabilitation 14 1,008,148 821,622
total non-current liabilities 1,008,148 821,622
current liabilities
trade and other payables 19 3,122,225 4,132,471
borrowings 18 9,500,467 8,132,769
total current liabilities 12,622,692 12,265,240
total liabilities 13,630,840 13,086,862
total equity and liabilities 24,164,056 22,307,955
Consolidated statement of comprehensive income
for the year ended 31 December 2024
in united states dollars year ended year ended
31 December 2024 31 December 2023
note
revenue 5 4,951,071 2,197,660
cost of sales 7 (3,728,443) (936,480)
Gross profit 1,222,628 1,261,180
administrative expenses 7 (3,334,027) (2,559,369)
operating loss 7 (2,111,399) (1,298,189)
finance costs 8 (2,039,118) (1,389,141)
loss before and after tax from continuing operations
(4,150,517) (2,687,330)
items that may be reclassified subsequently to profit and loss:
foreign exchange translation movement 2,166,209 (980,763)
total comprehensive loss for the year (1,984,308) (3,668,093)
loss per share from operations
basic and diluted losses per share, from continuing and total operations, 16 (0.007) (0.005)
attributable to the equity holders of the company during the year (expressed
in cents per share)
Consolidated statement of changes in equity
For the year ended 31 December 2024
in united states dollars share capital share capital share premium capital contribution reserve share options reserve accumulated deficit total equity
ordinary shares deferred shares foreign
note exchange
reserve
balance as at 31 December 2022 6,836,778 6,077,013 35,143,117 (5,930,054) 555,110 - (29,897,222) 12,784,742
total loss for the year - - - - - - (2,687,330) (2,687,330)
translation movement - - - (980,763) - - - (980,763)
total comprehensive loss for the year - - - (980,763) - - (2,687,330) (3,668,093)
share issue 15 28,615 - 75,829 - - - - 104,444
Balance as at 31 December 2023 6,865,393 6,077,013 35,218,946 (6,910,817) 555,110 - (32,584,552) 9,221,093
total loss for the year - - - - - (4,150,517) (4,150,517)
translation movement - - - 1,574,813 - - 591,396 2,166,209
total comprehensive loss for the year - - - 1,574,813 - - (3,559,121) (1,984,308)
share issue 15 3,240,156 - 56,275 - - - - 3,296,431
Balance as at 31 December 2024 10,105,549 6,077,013 35,275,221 (5,336,004) 555,110 - (36,143,673) 10,533,216
Consolidated statement of cash flows
for the year ended 31 December 2024
In united states dollars year ended year ended
31 December 2024 31 December 2023
note
cash flow from operating activities
operating loss for the year before and after tax (4,150,517) (2,687,330)
adjusted for:
- finance costs 8 2,039,118 1,389,141
- depreciation 9 236,220 288,653
- gold loan settlement - (10,529)
- director and senior management fees - 104,444
- foreign exchange differences 3,635,014 500,139
- changes in working capital (1,710,351) (1,287,006)
net cash generated from/(used in) operating activities 49,484 (1,702,488)
cash flow from investing activities
acquisition of property, plant and equipment 9 (2,670,952) (1,183,526)
net cash used in investing activities (2,670,952) (1,183,526)
cash flow from financing activities
gold loan 2,593,343 -
repayment from bond issues 18 (3,602,879) -
proceeds from loan notes 338,116 2,942,128
proceeds from share issues 3,296,431 -
net cash generated from financing activities 2,625,011 2,942,128
net increase/(decrease) in cash and cash equivalents 3,543 56,114
cash and cash equivalents at beginning of the year 13 121,432 113,312
effect of exchange rate fluctuations on cash held (29,193) (47,994)
cash and cash equivalents at end of the year 13 95,782 121,432
Notes to the consolidated financial statements
for the year ended 31 December 2024
1. reporting entity
The consolidated financial statements for the year ended 31 December 2024 (the
"financial statements") comprise GoldStone Resources Limited (the "Company")
and its subsidiaries, set out in note 24, (together referred to as the
"Group").
The Company is quoted on the AIM market of the London Stock Exchange and is
incorporated and domiciled in Jersey, Channel Islands. The address of its
registered office is 2(nd) Floor, International House, 41 The Parade, St.
Helier, Jersey, JE2 3QQ. The Company's principal activity is that of a
holding company. The Group's principal activity is exploration and mining of
gold and associated elements.
2. basis of preparation
(a) statement of compliance and basis of preparation
The Group's annual report is for the year ended 31 December 2024 and includes
the consolidated financial statements of the Group prepared in accordance with
UK-adopted International Accounting Standards.
The consolidated financial statements have been prepared using accounting
policies set out in note 3 which are consistent with all applicable UK-adopted
International Accounting Standards.
The consolidated financial statements have been prepared under the historical
cost convention except for the treatment of share-based payments and
derivatives. The consolidated financial statements are presented in United
States Dollars ("$").
The preparation of consolidated financial statements in conformity with
UK-adopted International Accounting Standards requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and reported amounts in the consolidated financial
statements. The areas involving a higher degree of judgement or complexity,
or areas where assumptions or estimates are significant to the consolidated
financial statements, are disclosed in note 2(d).
(b) going concern
The financial statements have been prepared assuming the Group and Company
will continue with a material uncertainty related to going concern. In
assessing whether the going concern assumption is appropriate, the directors
have taken into account all available information for the foreseeable future;
in particular for the 12 months from the date of approval of these financial
statements. This assessment included consideration of future revenues as the
Group has recommenced gold production and will be building production up with
existing cash resources and available facilities.
The Group had available cash of US$96k as at 31 December 2024 (2023: US$121k),
a loss of US$2.0 million (2023: US$3.7 million) and net current liabilities of
US$8.9 million (2023: US$9.4 million).
AIMSL who hold the secured Gold Loan of US$3.0 million, supported the Group by
agreeing to a number of deferments of interest payments throughout 2021 and
into 2024, continues to support the Company.
The Company continues to actively pursue funding proposals and/or similar
potential solutions to enable the Company to seek to extend, renegotiate or
refinance the outstanding secured Gold Loan, but there can be no guarantee
that such an agreement can be reached. The Board is taking appropriate
professional advice, but in the event that a solution cannot be achieved and
the outstanding principal amount of the Gold Loan and accrued interest thereon
(which as of 31 December 2024 amounted to, in aggregate, principal 1,871.43
troy ounces of gold and interest 642.93 troy ounces) cannot be repaid or
rescheduled prior to 31 December 2025, security over the Company's primary
assets could potentially be enforced. Post year end, 28 March 2025, a further
conversion of interest was made which then amounted to, in aggregate,
principal 1,871.43 troy ounces of gold and interest 495.20 troy ounces.
The Group commenced commercial production in January 2022, which was later
than previously anticipated due to permitting issues. Subsequent operational
setbacks have also impacted production, and therefore the Company has not yet
delivered the revenue levels expected. The CLN investment in January 2023
enabled the Company to invest in new plant and equipment to help improve and
increase the production and staking onto the Heap Leach. Mining and stacking
continued through 2024, with improved revenues.
The financial models and projections prepared by the Board, in order to
monitor cash flow, demonstrate that the Group, in common with many businesses
engaged in the early stages of development, will require additional funds
and/or funding facilities in order to fully develop its business, which is a
follow on from the delays and problems encountered with production and
permitting, and for the exploration to expand the resource.
At the date of this report the Board is, therefore, confident of the ability
of the Group and Company to continue mining and make the on-going operational
improvements. The Board is confident that with the continued support of the
shareholders, and the confidence that the Board will be able to raise further
funding if and when required, then the Group and Company can meet all its
contractual obligations as they fall due for the foreseeable future and
therefore, the Board believes it is appropriate to continue to adopt the going
concern basis.
(c) functional and presentational currency
Items included in the financial statements of each of the Group's subsidiaries
are measured using the currency of the primary economic environment in which
the entity operates (its functional currency). These consolidated financial
statements are presented in United States Dollars, the presentation currency
of the Group and the functional currency of the Parent Company. The functional
currency of the subsidiary is Ghanaian Cedi.
In preparing the financial statements of the individual entities, transactions
in currencies other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary items denominated in
foreign currencies are retranslated at the rates prevailing at the balance
sheet date.
For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's foreign operations are expressed in United
States Dollars using exchange rates prevailing at the balance sheet date.
Income and expense items are translated at the average exchange rates for the
period. Exchange differences arising if any, are classified as other
comprehensive income and are transferred to the Group's translation reserve.
When the settlement of monetary items receivable from or payable to a foreign
operation is neither planned nor likely in the foreseeable future, foreign
currency gains and losses arising from such items are considered to form part
of a net investment in foreign operations and are recognised in other
comprehensive income, and presented in the exchange reserve in equity.
(d) use of estimates and judgements
In the application of the Group's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimates are revised if
the revision affects only that period, or in a period of the revision and
future periods if the revision affects both current and future periods.
The following are the key estimates and judgements that have a significant
risk of resulting in a material adjustment within the next year:
(i) impairment of property, plant and equipment
The assessment of property, plant and equipment for any internal and external
indications of impairment involves judgement. Each reporting period, the Group
assesses whether there are any indicators of impairment. If there are
indicators of impairment, then a formal estimate of the recoverable amount is
performed and an impairment loss recognised to the extent that the carrying
amount exceeds recoverable amount. Recoverable amount is determined as the
value in use. Determining whether the projects are impaired requires an
estimation of the recoverable value of the individual assets to which value
has been ascribed. The value in use calculation requires the entity to
estimate the future cash flows expected to arise from the projects in order to
calculate present value.
(ii) inventory
Net realisable tests are performed at least annually and represent the future
sale price of the product based on prevailing spot metal prices at the
reporting date, less estimated costs to complete production and bring the
product to sale.
Stockpiles are measure by estimating the number of tonnes added and removed
from the stockpile, the number of contained gold ounces based on assay data
and estimated recovery percentage based on expected processing method.
(iii) ore reserves and resources
Ore reserves are estimates of the amount of ore that can economically and
legally be extracted from the mine. The Group estimates its ore reserves and
mineral resources, based on information compiled by appropriately qualified
person relating to the geological data on the size, depth and share of the ore
body and requires complex geological judgments to interpret the data. The
estimation of recoverable reserves is based upon factors such as estimates of
foreign exchanges rates, commodity prices, future capital requirements and
production costs along with geological assumptions and judgements made in
estimating the size and grade of the ore body. Changes in the reserve or
resource estimates may impact upon the carrying value of exploration and
evaluation asses, mine properties, property plant and equipment provision for
rehabilitation and depreciation/amortisation charges.
(iv) mine rehabilitation provision
The Group assesses its mine rehabilitation provision annually. Significant
estimates and assumptions are made in determining the provision for the mine
rehabilitation as there are numerous factors that will affect the ultimate
liability payable. These factors include estimates of the extent and cost of
rehabilitation activities, technological changes, regulatory changes, and
changes in discount rates. Those uncertainties may result in future actual
expenditure differing from the amounts currently provided. The provision at
the reporting date represents managements best estimate of the present value
of the rehabilitation provision.
(v) valuation of share warrants
The fair value of share warrants is calculated using the Black-Scholes
model. The model requires a number of inputs to calculate the fair value of
the warrants. Volatility is based on the Group's trading performance and the
risk-free rate is determined using a 3-year UK government bond. The directors
have reviewed the underlying inputs and are happy that these appear
reasonable.
(vi) gold bullion loan
A loan repayable in gold bullion is recorded as a revenue transaction as the
extracted gold used in settlement would otherwise generate income. A currency
value is placed on repayments based on pre agreed US$ value per ounce.
Interest paid on the gold bullion loan is recorded as a transaction through
the statement of comprehensive income as the extracted gold used in settlement
would otherwise generate an income. The value attached to repayments is based
on the open market rate of troy ounce in United States Dollars on the date of
payment.
(vii) going concern
The directors have used judgment based on experience within the industry
within which they operate to prepare these accounts on a going concern basis.
Like other early development companies, they are continuing to seek external
finance and/or funding, which can be crucial for the continuation and
expansion of production and exploration. The Board are acutely aware that
additional capital may be required to enhance and increase production, which
is an industry standard. The Directors have therefore chosen a going
concern basis, based upon their past success in raising capital and debt
facilities.
3. material accounting policies
The accounting policies set out below have been applied consistently to all
periods presented in these consolidated financial statements.
(a) basis of consolidation
The consolidated financial statements comprise the financial statements of the
Group as at 31 December 2024. Control is achieved when the Group is exposed,
or has rights, to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if, and only if, the Group has:
· power over the investee (i.e. existing rights that give it the
current ability to direct the relevant activities of the investee);
· exposure, or rights, to variable returns from its involvement with
the investee; and
· the ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights result in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
· the contractual arrangement with the other vote holders of the
investee;
· rights arising from other contractual arrangements; and
· the Group's voting rights and potential voting rights.
The Group reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of
the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the consolidated
financial statements from the date the Group gains control until the date the
Group ceases to control the subsidiary.
All intra-group transactions, balances, income and expenses are eliminated on
consolidation. When necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into line with
the Group's accounting policies.
(b) financial instruments
(i) non-derivative financial assets
The Group recognises loans and receivables at fair value on the date that they
are originated. All other financial assets are recognised initially on the
trade date, which is the date that the Group becomes party to the contractual
provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the
cash flows from the asset expire, or it transfers the rights to receive the
contractual cash flows in a transaction in which substantially all the risks
and rewards of ownership of the financial asset are transferred. Any
interest in such transferred financial assets that is created or retained by
the Group is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in
the statement of financial position when, and only when, the Group has a legal
right to offset the amounts and intends either to settle them on a net basis
or to realise the asset and settle the liability simultaneously. The Group
classifies non-derivative financial assets into the following categories:
loans and receivables and cash and cash equivalents.
Loans and receivables are financial assets with fixed or determinable payments
that are not quoted in an active market. Such assets are recognised initially
at fair value plus any directly attributable transaction costs. Subsequent to
initial recognition, loans and receivables are measured at amortised cost
using the effective interest method, less any impairment losses. Loans and
receivables comprise trade and other receivables.
Cash and cash equivalents comprise bank balances and cash on hand.
(ii) non-derivative financial liabilities
The Group recognises financial liabilities initially on the trade date, which
is the date that the Group becomes a party to the contractual provisions of
the instrument. The Group derecognises a financial liability when its
contractual obligations are discharged, cancelled or expire.
The Group classifies non-derivative financial liabilities into trade and other
payables.
(iii) gold loan
The gold loan is initially valued at cost on day one and then revalued at spot
rate at each financial year end. This gives rise to an embedded swap which
is recorded separately in the financial statements as a financial derivative
but is part of the overall gold loan. The loan is repayable in ounces of gold
at a pre-determined rate, with interest accruing in ounces. Gold prices at the
year-end are used to convert these amounts into a US dollar value. Ounces of
mined gold used as repayment are recorded and recognised as revenue in the
financial statements.
(iv) Convertible loan notes
The convertible loan notes are initially recognised at cost and then accrued
interest is added over the holding period. The loan notes may be converted to
share capital in the Company at the request of the holder at an agreed
conversion price. On conversion the loan note value will be recognised
in equity.
(v) share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of the ordinary shares are recognised as a deduction
from equity, net of any tax effects.
(vi) deferred shares
Deferred shares are classified as equity and held separately from other
reserves.
(c) share based payments
The Group has applied the requirements of IFRS 2 - 'Share based payment.' IFRS
2 has been applied to all grants of equity instruments. The fair value of
warrants and the employee share option scheme is calculated at the grant date
using the Black-Scholes model. The resulting cost is charged to the
statement of comprehensive income over the vesting period or in line with the
services provided in consideration for the issue. Fair value at the date of
issue is recognised in the share option reserve and then transferred to the
profit and loss reserve once warrants have been exercised.
(d) property, plant and equipment
Upon completion of mine construction, the assets initially charged to 'Assets
under construction' are transferred to 'Plant and equipment and motor
vehicles' or 'Producing mines.' Items of 'Plant and equipment and motor
vehicles' and 'Producing Mines' are stated at cost, less accumulated
depreciation and accumulated impairment losses.
During the construction period expenditure directly attributable to the
construction of each individual asset is capitalised as 'Assets under
construction' up to the period when the asset is ready to be put into
operation. When an asset is put into operation it is transferred to 'Plant
and equipment and motor vehicles' or 'Producing mines.' Additional capital
cost incurred subsequent to the date of commencement of operation of the asset
are charged directly to 'Plant and equipment motor vehicles' or 'Producing
mines', i.e. where the asset itself was transferred.
The initial cost of an asset comprises its purchase price or construction
cost, any costs directly attributable to bringing the asset into operation,
the initial estimate of the rehabilitation obligation and, for qualifying
assets, borrowing costs. The purchase price or construction cost is the
aggregate amount paid and the fair value of any other consideration given to
acquire the asset.
When a mine construction project moves into production stage, the
capitalisation of certain mine construction costs ceases and costs are either
regarded as inventory or expensed, except for costs which qualify for
capitalisation relating to mining asset additions or improvements, underground
mine development or mineable reserve development. Accumulated mine
development costs within producing mines are depreciated on a
units-of-production basis over the economically viable reserves of the mine.
Property, plant and equipment is stated at cost less accumulated depreciation
and any recognised impairment loss. Depreciation is charged so as to write
off the cost or valuation of assets over their estimated lives, using the
straight-line method, on the following bases:
Computer equipment over three years
Office equipment over
four years
Field/geological equipment over four years
Motor vehicles over four years
The carrying value of property, plant and equipment is reviewed for impairment
when events or changes in circumstances indicate that the carrying value may
not be recoverable. The gain or loss arising on the disposal or retirement
of an asset is determined as the difference between the sale proceeds and the
carrying amount of the asset is recognised in statement of comprehensive
income.
(e) intangible assets - exploration and evaluation
The costs of exploration properties and leases, which include the cost of
acquiring prospective properties and exploration rights and costs incurred in
exploration and evaluation activities, are capitalised as intangible assets as
part of exploration and evaluation assets.
Exploration and evaluation assets are carried forward during the exploration
and evaluation stage and are assessed for impairment in accordance with
indicators of impairment set out in IFRS 6 - 'Exploration for and Evaluation
of Mineral Resources.'
In circumstances where a property is abandoned, the cumulative capitalised
costs relating to the property are written off in the period. No
amortisation is charged prior to commencement of production.
Once commercially viable reserves are established and development is
sanctioned, exploration and evaluation assets are transferred to assets under
construction.
When commercial production commences, exploration, evaluation and development
costs previously capitalised are transferred to property, plant and equipment
and depreciated.
Exploration and evaluation costs incurred after commercial production start
date in relation to evaluation of potential mineral reserves and resources
that are expected to result in increase of reserves are capitalised as
evaluation and exploration assets within intangible assets. Once there is
evidence that reserves are increased, such costs are tested for impairment and
transferred to producing mines.
(f) impairment of financial assets
A financial asset is impaired if there is objective evidence of impairment as
a result of one or more events that occurred after the initial recognition of
the asset, and that loss event(s) had an impact on the estimated future cash
flows of that asset that can be estimated reliably.
The Group considers evidence of impairment for financial assets measured at
amortised cost at both a specific asset and collective level based on useful
economic life.
An impairment loss in respect of a financial asset measured at amortised cost
is calculated as the difference between its carrying amount and the present
value of the estimated future cash flows discounted at the asset's original
effective interest rate. Losses are recognised in the statement of
comprehensive income.
For trade receivables and other receivables due in less than 12 months, the
Group applies the simplified approach in calculating ECL's, as permitted by
IFRS 9. Therefore, the Group does not track changes in credit risk, but
instead recognises a loss allowance based on the financial asset's lifetime
ECL at each reporting date.
(g) provisions
(i) general
Provisions are recognised when (a) the Group has a present obligation (legal
or constructive) as a result of a past event and (b) it is probable that an
outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the
obligation. If the effect of the time value of money is material, provisions
are discounted using a risk free rate that reflects, where appropriate, the
risks specific to the liability. When discounting is used, the increase in
the provision due to the passage of time is recognised as a finance cost.
(ii) rehabilitation provision
The Group records the present value of estimated costs of legal and
constructive obligations required to restore the operating locations in the
period in which the obligation is incurred. The nature of these restoration
activities include dismantling and removing structures, rehabilitating mines,
dismantling operating facilities, closure of plant and waste sites and
restoration, reclamation and revegetation of affected areas.
The obligation generally arises when the asset is installed or environment is
disturbed at the production location. When the liability is initially
recognised, the present value of the estimated cost is capitalised by
increasing the carrying amount of the related mining asset to the extent that
it was incurred prior to the production of related ore. Over time, the
discounted liability is increased for the change in present value based on the
discount rates that reflect current market assessments and the risks specific
to the liability.
The periodic unwinding of the discount is recognised in the Group statement of
comprehensive income as a finance cost. Additional disturbances or changes
in rehabilitation costs will be recognised as additions or charges to the
corresponding assets and rehabilitation liability when they occur. Any
reduction in the rehabilitation liability and therefore any deduction from the
rehabilitation asset may not exceed the carrying amount of that asset. If it
does, any excess over the carrying value is taken immediately to the Group
statement of comprehensive income.
If the change in estimate results in an increase in the rehabilitation
liability and therefore an addition to the carrying value of the asset, the
Group is required to consider whether this is an indication of impairment of
the asset as whole and test for impairment in accordance with IAS 36.
(h) related parties
For the purposes of the consolidated financial statements, the following
parties are considered to be related:
· Where one party has the ability to control the other party or
exercise significant influence over the other party in making financial or
operational decisions;
· Entities under common control; and
· Key management personnel.
In considering each possible related party relationship, attention is directed
to the substance of the relationship, not merely the legal form.
Related parties may enter into transactions which unrelated parties might not
and transactions between related parties may not be effected on the same
terms, condition and amounts as transaction between unrelated parties. It is
the nature of transactions with related parties that they cannot be presumed
to be carried out on an arm's length basis.
(i) taxation
Current and deferred tax is charged or credited in the statement of
comprehensive income, except when it relates to items charged or credited
directly to equity, in which case the related tax is also dealt with in
equity. Current tax is calculated on the basis of the tax laws enacted or
substantively enacted at the reporting date in the countries where the Company
and its subsidiaries operate.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are generally recognised for all
deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary
differences can be utilised, except for differences arising on investments in
subsidiaries where the Group is able to control the timing of the reversal of
the difference and it is probable that the difference will not reverse in the
foreseeable future.
Recognition of the deferred tax assets is restricted to those instances where
it is probable that a taxable profit will be available against which the
difference can be utilised.
Deferred tax is calculated based on rates enacted or substantively enacted at
the reporting date and expected to apply when the related deferred tax asset
is realised or liability settled.
(j) inventories
Metal in circuit consists of in-circuit material at properties with milling or
processing operations and ore awaiting refinement, all valued at the lower of
average cost and net realisable value. In-process inventory costs consist of
direct production costs (including mining, crushing, and processing and site
administration costs) and allocated indirect costs (including depreciation,
depletion and amortisation of producing mines and mining interests).
Ore stockpiles consist of stockpiled ore, ore on surface and crushed ore, all
valued at the lower of average cost and net realisable value. Ore stockpile
costs consist of direct production costs (including mining, crushing and
processing and site administration costs) and allocated indirect costs
(including depreciation, depletion and amortisation of producing mines and
mining interests).
Finished goods consist of dore bars that have been refined and assayed and are
in the form that allows them to be sold. Finished goods valued at the lower
of average cost and net realisable value. Finished goods cost consist of
direct production costs (including mining, crushing and processing and site
administration costs) and allocated indirect costs (including depreciation,
depletion and amortisation of producing mines and mining interests).
(k) finance cost
Borrowing costs directly relating to the acquisition, construction or
production of a qualifying capital project under construction are capitalised
and added to the project cost during construction until such time the asset
are considered substantially ready for intended use i.e. commercial
production. When funds are borrowed specifically to finance a project, the
amount capitalised represents the actual borrowing costs incurred.
Any general borrowing costs are recognised in the statement of comprehensive
income of the period in which they are incurred.
(l) revenue
The Group is principally engaged in the business of producing gold and silver
bullion concentrate. Revenue from contracts with customers is recognised
when control of the goods is transferred to the customer at an amount that
reflects the consideration to which the Group expects to be entitled in
exchange for those goods. With reference to the gold loan any repayments are
recognised as revenue.
4. adoption of new and revised standards
(a) new and amended standards
The following standards and amendments were applicable for annual financial
statements beginning on or after 1 January 2024:
· Amendments to IFRS 17, IAS 8, IAS 1 and IAS 12.
The above amendments had no impact on the consolidated financial statements of
the Group.
(b) new standards in issue but not yet effective
Certain new standards, amendments and interpretations to existing standards
have been published that are mandatory for accounting periods beginning on or
after 1 January 2025 and which the Group has chosen not to adopt early. These
include the following standards which are relevant to the Group:
· Amendments to IAS 21 - Lack of Exchangeability
· IFRS S1, 'General requirements for disclosure of
sustainability-related financial information
· IFRS S2, 'Climate-related disclosures'
· Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of
Financial Instruments
· IFRS 18, Presentation and Disclosure in Financial Statements
· IFRS 19, Subsidiaries without Public Accountability
Where relevant, the Group evaluates the effect of new Standards, amendments to
published Standards and Interpretations issued but not effective, on the
presentation of the financial statements. The directors have assessed there
to be no material impact on the financial statements.
5. revenue
The Group's revenue consists of sales of gold and silver bullion to a
third-party refiner.
in united states dollars 31 December 2024 31 December 2023
gold bullion concentrate 4,946,855 2,196,340
silver bullion concentrate 4,216 1,320
Total 4,951,071 2,197,660
Sales of gold and silver bullion were made to one main customer, Metalor
Technologies SA, the Group's gold and silver refiners, who are based in
Switzerland. The gold bullion figure includes 2,155.69 troy ounces of gold.
151,95 troy ounces of silver (2023: 1,257.25 troy ounces of gold. 59.22 troy
ounces of silver).
In 2024, US$Nil (2023: US$10,529) was used to repay the Gold Loan Facility,
set out in the Consolidated Statement of Cash Flows and in note 18.
6. operating segments
The Group has two reportable segments, exploration and corporate, which are
the Group's strategic divisions. For each of the strategic divisions, the
Group's CEO, deemed to be the Chief Operating Decision Maker ("CODM"), reviews
internal management reports on at least a monthly basis. The results are
then subsequently shared with the Board. The Group's reportable segments
are:
Exploration, Evaluation and production: the exploration operating segment is
presented as an aggregation of the Homase and Akrokeri licences (Ghana).
Expenditure on exploration activities for each licence is used to measure
agreed upon expenditure targets for each licence to ensure the licence clauses
are met.
Corporate: the corporate segment includes the holding company costs in respect
of managing the Group. There are varying levels of integration between the
corporate segment and the combined exploration activities, which include
resources spent and accounted for as corporate expenses that relate to
furthering the exploration activities of individual licences.
information about reportable segments for the year ended 31 December 2024
in united states dollars exploration corporate total per consolidated statement of comprehensive income/statement of
financial position
reportable segment revenue 4,951,071 - 4,951,071
reportable segment cost of sales (3,728,443) - (3,728,443)
administrative expenses (1,425,009) (1,909,018) (3,334,027)
finance costs - (2,039,118) (2,039,118)
reportable segment expenditure (1,425,009) (3,948,136) (5,373,145)
reportable segment loss (202,381) (3,948,136) (4,150,517)
reportable segment non- current assets
20,424,671 - 20,424,671
reportable segment current assets 3,695,316 44,069 3,739,385
total reportable segment liabilities (3,431,081) (10,199,759) (13,630,840)
information about reportable segments for the year ended 31 December 2023
in united states dollars exploration corporate total per consolidated statement of comprehensive income/statement of
financial position
reportable segment revenue 2,197,660 - 2,197,660
reportable segment cost of sales (936,480) - (936,480)
administrative expenses (1,543,271) (1,016,098) (2,559,369)
finance costs - (1,389,141) (1,389,141)
reportable segment expenditure (1,543,271) (2,405,239) (3,948,510)
reportable segment profit/(loss) (282,091) (2,405,239) (2,687,330)
reportable segment non- current assets
19,429,551 - 19,429,551
reportable segment current assets 2,650,999 67,263 2,718,262
total reportable segment liabilities (4,387,551) (8,539,169) (12,926,720)
7. expenses by nature
in united states dollars 31 December 2024 31 December 2023
cost of sales
community, environmental and H&S costs 41,603 128,956
engineering and maintenance 398,451 224,230
mining costs including stock movement 2,094,136 (977,065)
processing costs 956,806 1,326,897
human resource costs 237,447 233,462
Total 3,728,443 936,480
in united states dollars 31 December 2024 31 December 2023
administrative expenses
finance and administration costs 3,334,027 2,559,369
Total 3,334,027 2,559,369
The operating loss is stated after charging:
in united states dollars year ended year ended
31 December 2024 31 December 2023
auditor's remuneration in respect of audit of the
financial statements
- Group auditor 36,750 39,312
- subsidiary auditor 981 154
depreciation 236,220 288,653
foreign exchange difference 1,439,612 637,154
8. finance costs
in united states dollars year ended year ended
31 December 2024 31 December 2023
loan derivative and interest 2,039,118 1,389,141
Total 2,039,118 1,389,141
The Loan derivatives and interest are attributable to fair value movements on
the AIMSL gold loan due to open market prices on gold.
9. property, plant and equipment
31 December 2024
in united states dollars cost accumulated depreciation accumulated exchange movement carrying
value
producing mine* 24,715,818 (209,803) (5,161,045) 19,344,970
land and buildings 9,511 (198) - 9,313
computer equipment 44,230 (39,058) (3,813) 1,359
office equipment 108,227 (84,920) (5,131) 18,176
field/geological equipment 1,952,497 (670,755) (329,840) 951,902
motor vehicles 138,973 (33,277) (6,745) 98,951
Total 26,969,256 (1,038,011) (5,506,574) 20,424,671
31 December 2023
in united states dollars cost accumulated exchange movement carrying
accumulated depreciation value
producing mine* 22,103,444 (158,123) (3,866,864) 18,078,457
computer equipment 71,881 (54,898) (2,301) 14,682
office equipment 125,847 (125,852) 5 -
field/geological equipment 1,914,238 (410,412) (194,323) 1,309,503
motor vehicles 82,894 (52,506) (3,479) 26,909
Total 24,298,304 (801,791) (4,066,962) 19,429,551
reconciliation of property, plant and equipment - 31 December 2024
in united states dollars carrying additions transfer carrying value ending balance
value
opening exchange movement
balance depreciation
producing mine* 18,078,457 2,024,649 (51,680) (1,294,181) 587,725 19,344,970
land and buildings - 9,511 (198) - - 9,313
computer equipment 14,682 (20,899) 15,840 (1,512) (6,752) 1,359
office equipment - (44,576) 40,932 (5,136) 26,956 18,176
field/geological equipment
1,309,503 636,423 (260,343) (135,517) (598,164) 951,902
motor vehicles 26,909 65,844 19,229 (3,266) (9,765) 98,951
Total 19,429,551 2,670,952 (236,220) (1,439,612) - 20,424,671
reconciliation of property, plant and equipment -31 December 2023
in united states dollars carrying value opening balance additions depreciation carrying value ending balance
exchange movement
transfer
producing mine* 19,032,267 418,321 (15,523) (1,356,608) - 18,078,457
computer equipment 21,735 1,086 (5,838) (2,301) - 14,682
office equipment 7,416 8,021 (15,442) 5 - (0)
field/geological equipment 878,540 742,392 (240,903) (70,526) - 1,309,503
motor vehicles 27,629 13,706 (10,947) (3,479) - 26,909
total 19,967,587 1,183,526 (288,653) (1,432,909) - 19,429,551
* Includes a provision for rehabilitation costs of $1,008,148 (2023:
$821,622).
Exchange losses on opening assets of $1,439,612 (2023: $1,432,909) were
recognised in the financial statements.
10. taxation
current and deferred tax
The Company is subject to Jersey income tax at the rate of 0%. The subsidiary
is registered for income tax purposes with the Ghana Revenue Service. Due to
the loss-making position of the Group in all jurisdictions there is no tax
charge and no deferred tax asset has been recognised in the current or prior
periods due to the uncertainty and timing of future profits. As a result, no
reconciliation has been prepared. The Company should be registered for UK
Corporation Tax and management are currently in the process of registering it
for such.
11. trade and other receivables
in united states dollars 31 December 2024 31 December 2023
other receivables 690,529 567,597
Total 690,529 567,597
During the current financial year, the Group identified a classification error
in the presentation of trade receivables in the prior year's financial
statements. The credit balance of trade receivables of $160,142 as at 31
December 2023 was erroneously classified as a current asset when it should
have been a current liability. The comparative figures for the prior year have
been adjusted accordingly to reflect this reclassification. There is no
material impact on the previously reported financial position, results of
operations, or cash flows.
12. inventory
in united states dollars 31 December 2024 31 December 2023
gold in circuit 2,117,102 -
gold on hand - -
ore stockpile 733,686 2,069,704
consumables 102,286 119,671
Total 2,953,074 2,189,375
At the Homase Mine Heap Leach Operation, from the process recovery sheet, it
has been calculated that there is 51.45 kilos of gold, 1,654 ounces, that is
still within the heap leach process circuit, this is classed as "Gold in
Process" ("GIP"). This GIP is currently locked within the heap leach circuit.
The gold price as at 31 December 2024 was USD2510. The GIP calculated for
2023 was calculated as 25.3 kilos.
13. cash and cash equivalents
The cash and cash equivalents balance at the year-end consists of balances in
the following currencies:
in united states dollars 31 December 2024 31 December 2023
British Pound Sterling 44,888 48,468
United States dollars 20,432 42,086
Ghana cedis 30,462 30,878
Total 95,782 121,432
14. provision for rehabilitation
in united states dollars 31 December 2024 31 December 2023
1 January 821,622 821,622
additions 186,526 -
movement in discount rate - -
Total 1,008,148 821,622
The Group has a liability for restoration, rehabilitation and environmental
costs arising from its mining operations. Estimates of the cost of this work
including reclamation costs, close down and pollution control are made on an
ongoing basis, based on the estimated life of the mine. The provision
represents the net present value of the best estimate of the expenditure
required to settle the obligation to rehabilitate any environmental
disturbances caused by mining operations. The obligation of this liability,
although is covered with a bond, is not considered to be payable within the
foreseeable future, it will fall due upon the closure of the mine.
15. capital and reserves
(a) share capital
31 December 2024 31 December 2023
ordinary shares
called up, allotted and fully paid
752,493,809 ordinary shares of 1 penny each £7,524,938 £4,985,133
(31 December 2023: 498,513,333)
converted to united states dollars at date of issue $10,105,549 $6,865,393
deferred shares
called up, allotted and fully paid
in issue at 1 January £3,730,772 £3,730,772
In issue at 31 December - fully paid 414,530,304 (31 December 2023: £3,730,772 £3,730,772
414,530,304) deferred 0.9 pence shares
converted to united states dollars at date of issue $6,077,013 $6,077,013
Authorised
1,000,000,000 (31 December 2023: 1,000,000,000) authorised ordinary 1 penny £10,000,000 £10,000,000
shares
During the year the Company issued the following 1 penny fully paid shares:
Number of Shares Nominal Value Share premium
1 January 2024 Opening balance 498,513,333 $6,865,393 $35,218,946
23 May 2024 Fund raise 83,400,000 $1,045,836 -
Shares at 1p share
23 May 2024 Conversion of loan interest to shares 52,800,000 $662,112 -
Shares at 1p share
23 May 2024 Conversion of unpaid directors' fees to shares 14,090,000 $176,689 -
Shares at 1p share
23 May 2024 Issue of new warrants over shares 7,500,000 $94,050 -
Shares at 1p share
27 August 2024 Additional subscription 57,142,857 $756,114 $31,007
Shares at 1.05p share
23 October 2024 Additional subscription 16,761,905 $216,933 $10,847
Shares at 1.05p share
23 October 2024 Conversion of debt to shares 22,285,714 $288,422 $14,421
Shares at 1.05p share
31 December 2024 Closing balance 752,493,809 $10,105,549 $35,275,221
(b) ordinary shares
Each holder of ordinary shares is entitled to receive dividends as declared
from time to time and is entitled to one vote per share at meetings of the
Company.
(c) deferred shares
Each holder of deferred shares shall not be entitled to receive notice of,
attend or vote at any meeting of the Company (other than a meeting of the
holder of the deferred shares), shall not be entitled to any dividends or
other distributions (whether on a winding up of the Company or otherwise).
On a winding up of the Company, each deferred share shall confer upon its
holder the right to receive an amount equal to the nominal amount paid up on
such deferred share.
The Company has not concluded any share repurchases since its incorporation.
(d) dividends
No dividends were proposed or declared during the period under review (2023:
Nil).
(e) description and purpose of reserves
(i) share capital
Share capital consists of amounts subscribed for share capital at nominal
value.
(ii) share premium
Share premium consists of amounts subscribed for share capital in excess of
nominal value.
(iii) foreign exchange reserve
Cumulative gains and losses on translating the net assets of overseas
operations to the presentation currency.
(iv) capital contribution reserve
Capital contribution reserve consists of funds introduced to the Company by
its shareholders or related parties and are non-reciprocal.
(v) share options reserve
Share options and warrants reserve consists of the fair value of options and
warrants outstanding at the year end. Refer to Note 17(c) for the outstanding
warrants and options at the year end.
(vi) accumulated deficit
Accumulated deficit reserve represents the cumulative net gains and losses
recognised in the consolidated statement of comprehensive income.
16. earnings per share
The calculation of basic and diluted earnings per share at 31 December 2024
was based on the losses attributable to ordinary shareholders of US$4.1
million (2023: US$2.7 million), and an average number of ordinary shares in
issue of 621,591,869 (2023: 498,513,333).
31 December 2024 31 December 2023
loss attributable to shareholders (in US$) (4,150,517) (2,687,330)
weighted average number of ordinary shares 621,591,869 498,513,333
basic and diluted earnings per share (in US$) (0.007) (0.005)
17. share based payment arrangements
At 31 December 2024, the Group has the following share-based payment
arrangements:
(a) share option programmes (equity-settled)
The Group has adopted an Option Scheme in order to incentivise key management
and staff. Pursuant to the option scheme, a duly authorised committee of the
Board of the Company may, at its discretion, grant options to eligible
employees, including directors, of the Company or any of its subsidiaries, to
subscribe for shares in the Company at a price not less than the higher of (i)
the closing price of the shares of the Company on the Stock Exchange on the
date of grant of the particular option or (ii) the nominal value of the
shares.
There were no market conditions within the terms of the grant of the options
therefore the main vesting condition for all the options awarded was that the
director or employee remained contracted to the Group at the date of exercise.
The conditions relating to the grants of the share option programmes are as
follows:
The terms relating to the grants of the share option programmes are that on
exercise date, the receiver of the options must still be employed by the
Company, or in the case of the receiver being retrenched or retired, before
three months thereafter, or in the case of the death of the receiver, before
six months thereafter.
Director share options awarded to the Board and key senior management, on 1
August 2024 exercisable at a price of £0.02 per ordinary share:
Angela List - NED Chair 3,750,000
Emma Priestley - CEO and ED 8,500,000
Richard Wilkins Ind. NED 3,750,000
Orrie Fenn Ind. Ned 4,500,000
Campbell Smyth NED 3,750,000
John Cutler - GM 3,750,000
Total 28,000,000
There were no such options granted during the years ended 31 December 2023.
(b) reconciliation of outstanding share options
There are no options outstanding at 31 December 2024 or 31 December 2023.
(c) warrants
All Ordinary Shares issued (excluding deferred shares) pursuant to the
exercise of warrants rank pari passu in all respects with the ordinary shares.
There were 60,000,000 warrants granted 27 January 2023 for a two-year period
following the grant date. The value of the warrants issued was valued at $nil.
As the share price was never above the exercise price of the warrant in the
financial year ended 31 December 2024, coupled with the fact that the company
was suspended for 6 months of the financial year the intrinsic value was a
negative amount. Post year-end the warrants lapsed as at 26 January 2025.
During the period, 104,990,000 warrants were awarded, for a new Ordinary Share
exercisable at a price of 2 pence per share for 24 months from the date of
issue, 23 May 2024, within these, the following were awarded to Directors and
key senior management The value of the warrants issued was $nil. As the share
price had never met or exceeded the exercise price at the date of issue this
was deemed to be the value:
Angela List 1,760,000
Emma Priestley 6,250,000
Richard Wilkins
1,760,000
John
Cutler
4,320,000
reconciliation of outstanding warrants
the number and weighted average exercise prices
number of warrants weighted average exercise price number of warrants weighted average exercise price
31 December 2024 31 December 2024 31 December 2023 31 December 2023
outstanding as at 1 January 60,000,000 4.0p - -
granted during the year 104,990,000 2.0p 60,000,000 4.0p
lapsed during the year - - - -
exercised during the year - - - -
outstanding at 31 December 164,990,000 2.7p 60,000,000 4.0p
exercisable at 31 December 164,990,000 2.7p 60,000,000 4.0p
The warrants outstanding as at 31 December 2024 have a weighted exercise price
of 2.7p and weighted average life was 333.35 days.
(e) expense recognised in statement of comprehensive income
No expenses were recognised in the period with regards to share based payments
(2023: US$Nil).
18. borrowings
in united states dollars 31 December 2024 31 December 2023
gold loan 5,993,196 3,399,853
loan derivative - 1,563,761
loan notes 3,507,271 3,169,155
current borrowing 9,500,467 8,132,769
Loan Notes
On 27 January 2023 the parent Company, Goldstone Resources Limited ("GRL"),
issued convertible loan notes to Blue Gold International Limited, ("BGL") in
the nominal amount of £2,400,000 (the "Loan Notes") which were due for
redemption on 30 November 2024.
At the election of BGL, the Loan Notes (together with accrued interest to
date) could be converted (in whole or in part) at any time prior to redemption
into new ordinary shares of 1 penny each in the capital of the Company
("Ordinary Shares") at a conversion price of £0.0325 per share. On 23
December 2024 it was agreed to convert the loan notes to shares. Any interest
ceased to be payable from this date and the transaction completed on 28
January 2025.
BGL also received warrants to subscribe for up to 60,000,000 Ordinary Shares
at a price of £0.04 per share exercisable at any time until 26 January 2025
(the "Warrants"), post period end, these warrants lapsed.
As with all equity and debt raised by GRL, all monies are intended for
Goldstone Akrokeri Limited ("GAK") only as this is the sole subsidiary trading
company. As such every time monies are raised there is a subsequent
intercompany loan taken out between the two companies.
Summary terms of the Loan Notes
· Issue of £2,400,000 unsecured convertible loan notes due for
redemption on 30 November 2024;
· The Loan Notes are denominated in units of £10,000, are unsecured
and will attract interest at a rate of 8 per cent per annum, compounded daily
until redemption or conversion;
· The Loan Notes, including accrued interest, are convertible at any
time prior to cash redemption, at the holder's election, into new Ordinary
Shares at a price of £0.0325 per Ordinary Share (the "Conversion Shares");
and
· Pursuant to the Loan Note agreement, BGL has the right to appoint a
non-executive director to the Board, subject, inter alia, to the consent of
the Company's Nominated Adviser with respect to suitability. This has now
lapsed.
Gold Loan
The Company entered into a loan agreement with Asian Investment Management
Services Limited ("AIMSL") in June 2020, for a gold loan of up to 2,000 troy
ounces of gold at a price of US$1,500 per troy ounce, equating to a value of
US$3.0 million before expenses. AIMSL and the Company agreed during 2021 to a
further extension to the timing of payment of the principal and interest on
the Gold Loan, to 19 September 2021 (being the maturity date of the Gold Loan)
(the ''Extension''), although at the default interest rate of 17%. Interest
therefore accrued at the default rate of 17%.
In January 2022, a payment of 19kg of gold was made in order to repay the
interest due for October, November, and December 2021. The payment was
against the principal and accrued interest, with the interest paid in full and
reducing the principal from 2,000 oz to 1,924.61 oz.
It was further agreed with AIMSL that in order to enable the Company to
efficiently manage shipments, it would not be deemed an event of default if
the monthly payments set out in the Company's announcement on 20 September
2021 were not made at the end of each month.
On 29 September 2022, it was agreed with AIMSL to vary the terms of the
Agreement as follows:
· the date for repayment of the Gold Loan shall be extended to 30
September 2023 (the ''Revised Term'') and the Maturity Date stated in Schedule
1 of the Agreement shall be amended accordingly; and
· interest shall continue to accrue on the Gold Loan at the non-default
rate of 14% per annum until the date of repayment.
On 3 January 2024, the Company announced a Standstill Agreement with AIMSL
which provided the Company with the potential to defer repayment of the gold
loan until 29 June 2024, this has subsequently been extended to 31 December
2025. A total of 675 oz (21 kilos) of gold has been paid to AIMSL in
respect of the Gold Loan, to the date of signing this report.
As at 30 December 2024, the outstanding principal of the Gold Loan stands at
1,871.31 troy ounces, with accrued interest to date of 642.93 troy ounces,
post year end, 28 March 2025, a further conversion of interest was made which
then amounted to, in aggregate, principal 1,871.43 troy ounces of gold and
interest 495.20 troy ounces.
19. trade and other payables
in united states dollars 31 December 2024 31 December 2023
trade payables 1,089,721 2,097,737
other payables 1,021,298 984,918
accruals 1,011,206 1,049,816
Total 3,122,225 4,132,471
During the current financial year, the Group identified a classification error
in the presentation of trade receivables in the prior year's financial
statements. The credit balance of trade receivables of $(160,142) as at 31
December 2023 was erroneously classified as a current asset when it should
have been a current liability. The comparative figures for the prior year have
been adjusted accordingly to reflect this reclassification. There is no
material impact on the previously reported financial position, results of
operations, or cash flows
20. contingent liabilities
Goldstone Akrokeri Limited has a contingent liability for 2,913,448 Ghanian
Cedi equivalent to US$ 191,007 to cover the litigation cases for alleged land
and crop compensation disputes. The obligation of this liability is not
considered to be payable within the foreseeable future, the monies have been
allocated at the subsidiary level.
21. reconciliation of net debt
in united states dollars year ended 31 December 2023 other non-cash changes year ended
31 December 2024
cash flows
net cash:
cash at bank and in hand 121,432 (25,650) 95,782
debt:
shareholder loan
gold loan (3,399,853) (2,593,343) - (5,993,196)
derivative (1,563,761) 3,602,879 (2,039,118) -
loan notes (3,169,155) (338,116) - (3,507,271)
(8,132,769) 671,420 (2,039,118) (9,500,467)
net debt: (8,011,337) 645,770 (2,039,118) (9,404,685)
Other non-cash changes relate to interest accruing on the gold loan.
in united states dollars year ended 31 December 2022 other non-cash changes year ended
31 December 2023
cash flows
net cash:
cash at bank and in hand 113,312 8,120 - 121,432
debt:
shareholder loan -
gold loan (2,906,262) 10,529 (504,120) (3,399,853)
derivative (905,765) - (657,996) (1,563,761)
loan notes - (2,942,128) (227,027) (3,169,155)
(3,812,027) (2,931,599) (1,389,143) (8,132,769)
net debt: (3,698,715) (2,923,479) (1,389,143) (8,011,337)
22. financial instruments
(a) financial risk management
Financial instruments comprise of cash, receivables and payables including the
various loans and bonds. Financial risk management of the Group is governed
by policies and guidelines described in the Group's Financial Reporting
Memorandum approved by the Board. Group policies and guidelines cover
interest rate risk, foreign currency risk, credit risk and liquidity risk.
The objective of financial risk management is to contain, where appropriate,
exposures in these financial risks to limit any negative impact on the Group's
financial performance and financial position.
The Group's only financial instrument which is valued at fair value through
the profit and loss account is the gold loan. The value is determined using
level 1 inputs using the market price of gold.
(b) credit risk
Credit risk is the risk of financial loss to the Group if its main customer
fails to meet its contractual obligations. The maximum credit risk exposure
relating to financial assets is represented by their carrying value as at the
consolidated statement of financial position date. The Group's exposure to
significant concentration on credit risk on trade and other receivables is
considered low as the main customer is reputable and the company has a strong
relationship in place. The Group does not have any credit risk.
(c) liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset when they fall due. Ultimate
responsibility for liquidity risk management rests with the Board, which has
established an appropriate liquidity risk management framework for the
management of the Group's liquidity management requirements. The Group
manages liquidity risk by continuously monitoring forecast and actual cash
flows, and by preserving cash resources through minimising the cash burn out
rate achieved through cost reduction. The financial liabilities of the Group
are mainly creditors which are payable on demand, hence it is the opinion of
the Board that an analysis of liabilities by maturity dates is not
appropriate, this is detailed at Note 19.
(d) market risk
Market risk is the risk that changes in market prices, such as foreign
exchange rates and interest rates will affect the Group's income or the value
of its holding in financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable
parameters, while optimising the return.
(i) foreign currency risk
Currency risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in foreign exchange
rates. The Group has cash assets denominated in British Pound Sterling,
United States Dollars and Ghanaian Cedis and incurs liabilities for its
working capital expenditure in one of these denominations. Payments are made
in Sterling (GBP), United States Dollars (US$) and Ghanaian Cedis (GHS), at
the pre-agreed price and converted (if necessary) as soon as payment needs to
occur. Currency conversions and provisions for expenditure are only made as
soon as debts are due and payable. The Group is therefore exposed to
currency risk in so far as its liabilities are incurred in Ghanaian Cedi and
fluctuations occur due to changes in the GHS/US$ exchange rates. The Group's
policy is not to enter into any currency hedging transactions.
The directors consider currency risk to be manifested in the expenditure made
on a day-to-day basis in Sterling, Ghanaian Cedi and US Dollars. The
directors have undertaken a policy of holding cash raised in Sterling and US
Dollars and to convert funds to Ghanaian Cedi as and when required.
The exchange rates converted to United States Dollars affecting the Group were
as follows:
average rate 2024 reporting date spot rate 2024 average rate 2023 reporting date spot rate 2023
British Pound Sterling to United S dollars 1.2781 1.2516 1.247 1.273
Ghanaian Cedis to US dollars 0.069 0.068 0.086 0.084
A strengthening (weakening) of GBP or GHS against USD at 31 December 2024
would have affected the measurement of financial instruments denominated in a
foreign currency and increased (decreased) equity and profit or loss by the
amounts shown below. This analysis is based on foreign currency exchange
rate variances that the Group considered to be reasonably possible at the end
of the reporting period. The analysis assumes that all other variables, in
particular interest rates, remain constant. The sensitivity analysis
includes only outstanding foreign currency denominated financial assets and
liabilities and adjusts this translation at year end for a percentage change
in foreign currency rate thus indicating the potential movement in equity.
in united states dollars equity strengthening equity weakening equity strengthening equity weakening
2024 2024 2023 2023
Ghanaian cedis 10% (2023: 10%) 925,063 (925,063) 1,757,458 (1,757,458)
Total 925,063 (925,063) 1,757,458 (1,757,458)
The percentage change in foreign currency rate used to adjust the translation
of outstanding foreign currency denominated financial assets and liabilities
is in the opinion of the directors appropriate.
(ii) interest rate risk
The risks caused by changes in interest rates are minimal since the Group's
only interest-bearing financial asset pertains to cash. The Group has a loan
agreement with AIMSL. The interest rate is fixed at 14% or 17%. The Group
is therefore not subject to a significant amount of risk due to fluctuations
in the prevailing levels of market interest rates and as such has not prepared
a sensitivity analysis.
23. related parties
The key management personnel is considered to be only the directors. Details
of their remuneration are disclosed below.
salaries and other short-term benefits - detail:
in united states dollars 31 December 2024 31 December 2023
Director's remuneration: executive - E Priestley - cash 105,500 85,000
Director's remuneration: executive - E Priestley - shares 90,000 -
Director's remuneration (accrued fee): executive - E Priestley 74,500 90,000
Director's remuneration (accrued BIK): executive - E Priestley 39,375 -
Director's remuneration: non-executive - R Wilkins - cash 12,000 -
Director's remuneration: non-executive - R Wilkins - shares 28,000 -
Director's remuneration (accrued fee): non-executive - R Wilkins 6,300 28,000
Director's remuneration (accrued BIK): non-executive - R Wilkins 16,800 -
Director's remuneration: non-executive - W Trew - cash 56,400 -
Director's remuneration: (accrued fee): non-executive - W Trew - 42,000
Director's remuneration: (accrued BIK): non-executive - W Trew - -
Director's remuneration: non-executive - A List - cash - -
Director's remuneration: non-executive - A List - shares 28,000 -
Director's remuneration (accrued fee): non-executive - A List 6,300 28,000
Director's remuneration (accrued BIK): non-executive - A List 38,400 -
Director's remuneration: non-executive - O Fenn - cash 4,800 -
Director's remuneration: non-executive - O Fenn - shares - -
Director's remuneration (accrued fee): non-executive - O Fenn 52,000 28,000
Director's remuneration (accrued BIK): non-executive - O Fenn 6,300 -
Director's remuneration: non-executive - C Smyth - cash - -
Director's remuneration: non-executive - C Smyth - shares - -
Director's remuneration (accrued fee): non-executive - C Smyth 16,800 -
Director's remuneration (accrued BIK): non-executive - C Smyth - -
total 581,475 301,000
The total amount payable to the highest paid director in respect of emoluments
was US$180,000 (2023: US$180,000). No directors exercised any share options
during the year (2023: nil).
W Trew's remuneration is paid to Oxus Mining Limited, a company in which he is
a director and sole shareholder. Nothing was paid in the year and has all been
accrued.
E Priestley's remuneration was paid to Santon Consultancy Services Limited, a
company in which she is a director and sole shareholder.
R Wilkins's remuneration was paid to KSJ Investments Limited, a company in
which he is a director. R Wilkins owns 90% of the parent company that in
turn owns 100% of KSJ Investments Limited.
C Smyth's remuneration was paid to Clariden Capital Limited, a company in
which he is a director and sole shareholder.
Benefits in kind include pension contributions and medical insurance.
During the year, certain of the Company Directors and certain key management
personnel agreed to convert, in aggregate US$176,689 of outstanding fees
accrued and unpaid to 31 December 2023 into 14,090,000 new Ordinary Shares at
a conversion price of 1.00p.
Name Number of Ordinary Shares Currently Owned Number of Fee Conversion Shares Resultant Shareholding in the Company Percentage of the issued Share Capital of the Company
E Priestley 5,196,658 6,250,000 11,446,658 1.52%
A List 320,660 1,760,000 2,080,660 0.27%
R Wilkins 320,660 1,760,000 2,080,660 0.27%
Senior manager - 4,320,000 4,320,000 0.57%
On 16 March 2020 the Company entered into a bond agreement with Paracale and
Nguvu Holdings Limited (formerly BCM Investments Limited), for 6, 14% bonds of
US$50K each. In addition, 12,000,000 warrants over 1.0p Ordinary Shares of
the Company were awarded to both parties at 3.0p each. W Trew is a director
and shareholder of Paracale and A List is a director of Nguvu Holdings Limited
(formerly BCM Investments Limited) see note 19 for further details.
MAED (UK) Limited (''MAED'') is a related party, as it is wholly owned by W
Trew. At the year-end there is an amount owing to MAED of US$141,632, (2023:
US$104,620, for services provided during the financial year.
24. group entities
Details of the Group's subsidiaries at the end of the reporting period are as
follows:
country of incorporation and operation principal activity ownership interest ownership interest
2024 2023
GoldStone Akrokeri Limited Ghana Development and exploration of gold and associated elements 100% 100%
GoldStone Homase Limited Ghana Dormant 100%(*) 100%(*)
(*) Held indirectly via GoldStone Akrokeri Limited
Under Article 105(11) of the Companies (Jersey) Law 1991, the directors of the
holding company need not prepare separate accounts (i.e. company only
accounts) if consolidated accounts for the Company are prepared, unless
required to do so by the members of the Company by ordinary resolution. The
members of the Company have not passed a resolution requiring separate
accounts and, in the directors' opinion, the Company meets the definition of a
holding company. As permitted by the law, the directors have elected not to
prepare separate accounts.
25. ultimate controlling party
The directors consider that there is no ultimate controlling party of the
Group.
26. subsequent events
On 28 January 2025, the Group announced the completion of the conversion of
the BGL Loan, with the delivery of the 147,692,308 ordinary shares. The
warrants held by BGL to subscribe for up to 60,000,000 Ordinary Shares at a
price of 4p per share, exercisable at any time until 26 January 2025, have
lapsed.
As announced on the 28 March 2025, AIMSL converted 247.72 troy ounces of gold,
part of the accrued interest, that was reported for the period end 31 December
2024, the conversion was for 49,003,680 new ordinary shares. This was the
balance of ordinary shares allotted to AIMSL under Resolution 7c of the 2024
AGM, where 101,803,680 new ordinary shares were approved, but only 52,800,000
ordinary shares were allotted to AIMSL. The Balance of the Gold Loan, upon
conversion, with the principal of the Gold Loan as 1,871.43 troy ounces, and
495.20 troy ounces in interest. Announced on the 25 June 2025, AIMSL
informed the Company that it had bought shares in the market, increasing its
shareholding by 5,810.172 ordinary shares, the resulting share issue to AIMSL
is 249,613,852 ordinary shares representing 26.03% of the Company's issued
share capital.
For the post period end, January 2025 to May 2025, the Group has produced
approximately 1,847.19 troy ounces, from the Homase Mine for an average of 370
troy ounces per month and the and the Board believes production will increase
incrementally over the coming months.
In February 2025 the Group's subsidiary, Goldstone Akrokeri Limited, entered
into a Reclamation Bond Guarantee in favour of the Ghanaian Environmental
Protection Authority for the sum of US$721,027.20. This is a requirement of
Ghanaian legislation and is in respect of the subsidiary company's obligations
in relation to the reclamation of the mining lease land.
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