REG - Goldstone Resources - Gold Loan & Corporate Update

Goldstone ResourcesAnnouncement

03/01/2024 07:15

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RNS Number : 4413Y  Goldstone Resources Ltd  03 January 2024

3 January 2024

 

GOLDSTONE RESOURCES LIMITED

("Goldstone" or the "Company")

 

Gold Loan & Corporate Update

 

Goldstone Resources Limited (AIM: GRL) is pleased to announce that it has
agreed a standstill arrangement with Asia Investment Management Services
Limited ("AIMSL") in respect of the gold loan agreement ("Gold Loan
Agreement") dated 19 June 2020 between the Company (as borrower) and AIMSL (as
lender).

 

Under the terms of the standstill agreement (the "Standstill Agreement"),
AIMSL has agreed, for the duration of a standstill period ending on 29 June
2024 (the "Standstill Period"), to temporarily defer (but not waive) its right
to further demand repayment of any or all of the outstanding amount under the
Gold Loan Agreement and/or enforce any security against the Company (or any
member of its Group) under the pledge and security agreement dated 19 June
2020 between the Company (as grantor) and AIMSL (as secured party) securing
the obligations of the Company under the Gold Loan Agreement (the "Security
Agreement").

 

During the Standstill Period, AIMSL has further agreed not to initiate
insolvency proceedings against the Company (or any member of its group), or to
sue or bring any legal proceedings against the Company (or any member of its
group) to enforce payment of amounts outstanding under the Gold Loan Agreement
or its rights under the Security Agreement.

 

For the duration of the Standstill Period, the Company will not be required to
make repayments under the Gold Loan Agreement and interest will continue to
accrue on the outstanding amount under the Gold Loan Agreement at the rate of
14% per annum.

 

As part of the Standstill Agreement, the Company has agreed with AIMSL that it
will:

 

·    use commercially reasonable endeavours to secure investors to provide
sufficient cash to cover the capital expenditure necessary to enable the
Company to increase its gold production in line with its operational plan;

·    take all steps reasonably necessary and within its control to
register the Gold Loan Agreement with the Bank of Ghana Collateral Registry;

·    review options and proposals, in conjunction with AIMSL, for a
turnaround plan for the Company; and

·    procure that all revenue of GoldStone Akrokeri Ltd will accrue for
the benefit of Goldstone Akrokeri Ltd and not be transferred or paid to the
Company without the prior consent of AIMSL.

 

During the Standstill Period, the Company and AIMSL shall use all reasonable
endeavours to agree a repayment plan for the outstanding amount due under the
Gold Loan Agreement, commencing from the expiry of the Standstill Period, or
earlier if agreed.

 

AIMSL is entitled to terminate the Standstill Agreement with immediate effect
on the occurrence of certain events, including any breach by the Company of
its obligations under the Standstill Agreement, where the Company's Ordinary
Shares are delisted from the AIM market of the London Stock Exchange or any
step is taken to effect such a de-listing, and/or where any insolvency
proceeding has been commenced or applied for against the Company or its
subsidiary GoldStone Akrokeri Ltd.

 

Board and operational changes

As part of the Standstill Agreement, AIMSL has been granted the right to
nominate a non-executive director to the board of the Company, subject to
satisfactory completion of the requisite due diligence to be undertaken by the
Company's Nominated Adviser in respect of such appointment, until the
outstanding amount due under the Gold Loan has been repaid in full.

In addition, it has been agreed that Angela List will assume the role of Chair
of the Board, with Bill Trew becoming a non-executive director, with such
changes to take immediate effect. It has further been agreed that the Company
will seek to appoint an operational management team, procured by Nguvu Mining
Limited, an 11.9 per cent. shareholder in the Company and a company of which
Angela List is a director and the majority shareholder, to be mobilised as
soon as possible to manage operations at the Company's Akrokeri-Homase
Project, with such arrangement to be subject to a separate agreement which
will constitute a Related Party Transaction pursuant to AIM Rule 13.

Publication of 2022 Accounts

Further to the Company's announcement of 31 October 2023, publication of its
annual report and accounts in respect of the year ended 31 December 2022 (the
"2022 Accounts") and subsequently its interim accounts for the six months
ended 30 June 2023 (the "Interim Results") is dependent on the Company's Board
and auditors being satisfied that the Company represents a going concern.
The publication of both the 2022 Accounts and the Interim Results is required
in order to satisfy the Company's obligations in respect of AIM Rules 19 and
18 respectively, following which the suspension of trading in the Company's
Ordinary Shares can be lifted.

 

Further to the execution of the Standstill Agreement, the Board is pursuing
various avenues to seek to raise additional funding to provide working capital
for the group's operational development and to settle various balances due to
the Company's outstanding creditors in order to facilitate publication of the
2022 Accounts and Interim Results on a going concern basis. The Board is
seeking to complete such arrangements by the end of February 2024 and will
provide further updates as appropriate in due course.

 

 

- ENDS -

 

For further information, please contact:

 

 GoldStone Resources Limited
 Emma Priestley                      Tel: +44 (0)1534 487 757

 Strand Hanson Limited
 James Dance / James Bellman         Tel: +44 (0)20 7409 3494

 S. P. Angel Corporate Finance LLP
 Ewan Leggat / Charlie Bouverat      Tel: +44 (0)20 3470 0501
                                     Tel: +44 (0)20 7236 1177

 St Brides Partners Ltd

 Susie Geliher / Max Bennett

 

 

About GoldStone Resources Limited

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

 

The Company is focused on developing the Akrokeri-Homase project in
south-western Ghana, which hosts a JORC Code compliant 602,000oz gold resource
at an average grade of 1.77 g/t.  The existing resource is confined to a 4km
zone of the Homase Trend, including Homase North, Homase Pit and Homase South.

 

The project hosts two former mines, the Akrokerri Ashanti Mine Ltd, which
produced 75,000 oz gold at 24 g/t recovered grade in the early 1900s, and the
Homase Pit which AngloGold Ashanti developed in 2002/03 producing 52,000 oz
gold at 2.5 g/t recovered.  Production is currently focussed on the Homase
Mine however it is the Company's intention to build a portfolio of
high-quality gold projects in Ghana, with a particular focus on the highly
prospective Ashanti Gold Belt.

 

 

 

 

 

 

 

 

 

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