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Convertible Loan Note Fundraising Update

In brief · summary, not quotable

Golden Rock Global Plc has provided an update on its convertible loan note fundraising, announcing the execution of a convertible loan note instrument for up to £1,500,000 at an 8% annual interest rate, with a maturity date of October 15, 2028. To date, the company has received £455,000 and issued CLNs of the same principal value, with the fundraising expected to conclude by the end of March 2026. These notes are convertible into ordinary shares at 3p each, with noteholders also receiving one warrant for every two shares upon conversion, exercisable at 3p per share for three years.

Full announcement

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Further to its announcement of 12 November 2025, the Company announces that in connection with its ongoing fundraising, it has executed a convertible loan note instrument ("CLN Instrument") constituting up to £1,500,000 8% unsecured convertible loan notes ("CLNs") with an effective date of 15 October 2025 ("Effective Date") and has executed a warrant instrument constituting up to 25,000,000 warrants ("CLN Warrant Instrument").

CLNs

The Company has as at the date of this announcement received £455,000 in funds from investors and has issued £455,000 in principal value of CLNs to such investors. The Company expects to complete its CLN fundraising by the end of March 2026.

Key terms of the CLN Instrument include:

  • the CLNs are convertible at a price of 3p per ordinary share in the share capital of the Company ("Ordinary Shares");
  • the CLNs bear interest from the date of their issue at an interest rate of 8% per annum;
  • the CLNs have a maturity date of 15 October 2028 ("Maturity Date");
  • the CLNs are convertible at the Company's option for 9 months from the Effective Date and thereafter at the option of the noteholder until the Maturity Date;
  • the CLNs, including any accrued interest, may be converted only (but not repaid) into Ordinary Shares; and
  • conversion of the CLNs is subject to customary restrictions, including but not limited to, the directors must have sufficient authorities to allot Ordinary Shares to the noteholder on such conversion.

Warrants

On conversion of the CLNs, noteholders will also receive one warrant for every two Ordinary Shares issued as a result of the conversion of the CLNs (the "CLN Warrants"), which will be subject to the terms of the CLN Warrant Instrument.

Key terms of the CLN Warrant Instrument include:

  • each CLN Warrant will provide the holder with the right to subscribe for one Ordinary Share at a price of 3p per Ordinary Share;
  • the CLN Warrants will be exercisable for three years after issuance; and
  • exercise of the CLN Warrants is subject to customary restrictions, including but not limited to, the directors must have sufficient authorities to allot Ordinary Shares to the holder on such exercise.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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