REG - GS Chain PLC - Convertible Investment Agreement

GS ChainAnnouncement

Wed 07:30

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RNS Number : 1859V  GS Chain PLC  04 March 2026

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

 

The Company announces that it has entered into a termination and settlement
agreement ("Termination Agreement") with Citymeade Limited (the "Investor") to
terminate the Convertible Investment Agreement entered into between the
parties on 15 October 2025 ("Investment Agreement").

 

The Investor has, as at the date of this announcement, advanced approximately
£120,000 to the Company pursuant to the terms of the Investment Agreement. In
accordance with, and in full and final settlement of, its obligations under
the Investment Agreement, the Company has agreed to issue 48,000,000 new
ordinary shares of £0.000167 each in the share capital of the Company
("Shares") to the Investor and immediately following the issue of the Shares,
the Investment Agreement shall automatically terminate in accordance with the
terms of the Termination Agreement.

 

The issue of the Shares to the Investor is subject to customary conditions,
including but not limited to the directors of the Company having the
sufficient authority to issue the Shares. The Company intends to issue the
Shares to the Investor as soon as possible following obtaining such
authorities, which it expects to do at its annual general meeting which is to
be held later today.

 

A further announcement will be made in due course to confirm the allotment and
proposed date of admission of the Shares to to trading on the main market for
listed securities of the London Stock Exchange.

 

- Ends -

 

For further information please contact:

 

 Paul Carroll, Director                        Paul@gschain.com (mailto:Paul@gschain.com)
 Bowsprit Partners Limited, Financial Adviser  +44 (0)203 883 4430

 John Treacy / Luis Brime
 Cairn Financial Advisers LLP, Sponsor         +44 (0)20 7213 0897

 Emily Staples

 

Caution regarding forward looking statement:

 

Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward-looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 ("UK MAR") which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

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