REG - GS Chain PLC - Convertible Investment Agreement

GS ChainAnnouncement

16/10/2025 09:30

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RNS Number : 6614D  GS Chain PLC  16 October 2025

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014, AS AMENDED WHICH, BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, FORMS PART OF UK LAW. ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

GS CHAIN PLC

("GS Chain" or the "Company")

 

Convertible Investment Agreement

 

GS Chain Plc (LSE: GSC) announces that it has entered into a Convertible
Investment Agreement (the "Agreement") with Citymeade Limited (the
"Investor").

 

The Agreement provides an investment structure through which the Investor will
subscribe for the sum of £300,000 (the "Investment Amount") to support the
Company's future acquisitions strategy and general working capital.

 

The Investment Amount is convertible into new ordinary shares of the Company
at a fixed conversion price of £0.0025 per share as summarised below.

 

Key Terms:

 

·      Investment Amount: £300,000 (three hundred thousand pounds
sterling).

·      Conversion Price: Fixed at £0.0025 per ordinary share.

·      Nominal value of shares: £0.000167 per share.

·      Target Profit: 8% per annum, non-guaranteed, payable in ordinary
shares at £0.0025 per share.

·      Investment Period: 12 months and 1 day from execution.

·    Conversion Events: Occur automatically upon the earlier of (a) expiry
of the investment period, (b) any funding round exceeding £300,000, (c) an
issue of 50 million or more new shares or (d) an approved debt-equity swap
with other creditors.

·   Key Covenants: The Company has agreed to customary operating
restrictions including limitations on new indebtedness, share issuances,
mergers, asset disposals and material changes to the business or share capital
without the Investor's prior written consent.

·    Regulatory Protections: Conversion will not occur where it would
trigger a mandatory offer under Rule 9 of the Takeover Code or require a
prospectus or admission that has not yet become effective.

 

Together with comparable terms and conditions customary in a note of this
kind.

 

GS Chain's board believes that the Agreement provides a flexible and compliant
funding framework to support the Company's growth strategy while maintaining
appropriate shareholder protections.

 

For further information please contact:

 

 

 GS Chain plc

 www.gschain.world (http://www.gschain.world)

 Leon Filipovic, Executive Chairman                                          leon@gschain.world (mailto:leon@gschain.world)

 Bowsprit Partners Limited, Financial Adviser                                +44 (0) 203 833 4430

 

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