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Final Results

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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.

CHAIR'S REPORT

It gives me great pleasure to present my first statement as Chair of GoldStone, having assumed the position in January 2024. I join as Chair at a pivotal time for GoldStone, as we look to solidify and extend our position as an emerging gold producer focussed on the famously productive Ashanti Gold Belt in Ghana. 2022 was a year of significant progress for GoldStone, with the commencement of commercial gold production, but also a year of challenge as we looked to remedy a number of technical issues in order to optimise production and move towards profitability. As shareholders will be aware, the publication of this report is now over nine months past our intended release date and so it is appropriate to also comment on the post period developments for the Company. As such, 2023 could be defined as year of reflection and innovation as we looked to address the stubborn agglomeration issues that we have experienced since operations commenced at our initial production asset, the Homase Mine in southwest Ghana.

During the year under review, GoldStone produced and sold 5,155 troy ounces of gold from Homase, realising an average price of US$1,727 per troy ounce for revenues of US$8.9m. From this gold production, gold loan repayments were made via the delivery of 675 troy ounces to Asia Investments Management Services Limited ("AIMSL").

As shareholders will be aware, this production figure would have been higher were it not for the estimated 192 troy ounces of gold, amounting to some US$350,000, that was stolen in a robbery, as announced on 29 June 2022. This was a serious incident for GoldStone, and one which highlighted various areas for improvement in terms of our security solution in-country. Investigations relating to the robbery are on-going, with the target of pursuing charges on those responsible, and all necessary changes have been made to our contract security to ensure that the highest levels of safety and security are enforced.

We were disappointed not to reach our 2022 production target of 7,000 troy ounces of gold, with the known complications of the heap leach operation which led to this shortfall, there are some 2,000 ounces remaining within the heap, classed as GIP (Gold in Process), but there will be limited recovery from this GIP gold until a new process method is introduced. As referred to previously, GoldStone has been working to ameliorate some persistent agglomeration issues, which, together with inclement weather during H2 2022, negatively impacted gold recovery rates and affected the stacking of the material. The Company continues to test and assess agglomeration methods to resolve and improve recovery factor.

Given the lower than forecast production for the year, the Board were mindful of the importance of preserving cash within the business for working capital purposes. Accordingly, during the year, certain directors agreed to convert US$239,250 of outstanding fees, accrued and unpaid to 30 June 2022, into equity. The Board's continued, and indeed, increased alignment with shareholders, is a clear signal of both their commitment to improving the financial performance of the Company and their confidence in the quality of our assets.

Post Period Developments

During 2023, the team on site have been working tirelessly to improve the performance of the dry plant, particularly the screening and application of cement into the agglomeration plant. Mining and staking recommenced in June 2023 and the cashflow projections are based upon increasing the production and staking, which will improve in 2024, and which in turn will improve revenues. Since the start of 2023, gold produced and sold amounted to approximately 1,250 ounces of gold bullion.

The Company announced in January 2023 that it had raised £2,400,000 via the issue of convertible loan notes and has invested in the necessary equipment and infrastructure to improve the long-term production profile of the Homase Mine. The prime objective is to improve the mine's production profile and to overcome the issues that hampered production during 2022. I look forward to reporting further on this in due course.

In April 2024 the Company was able to bolster its financial position through a £1.82m subscription for, in aggregate 182,000,000 new ordinary shares (the "Subscription Shares") at a subscription price of 1 penny per ordinary share (the "Subscription Price"). The Subscription Shares shall have one warrant attached with an exercise price of 2 pence for a period of 24 months from the date of admission to trading of the Subscription Shares ("Admission") (the "Warrants") (together, the "Fundraising"). This fundraising will support the Company and its new operational management team, supplied by Nguvu Mining Limited ("Nguvu") as part of the Standstill Agreement announced on 3 January 2024. Given Nguvu is an 11.9 per cent. shareholder in the Company and a company of which I am a director and the majority shareholder, this arrangement will be subject to a separate agreement which will constitute a Related Party Transaction pursuant to AIM Rule 13.

I would like to take this opportunity to thank the GoldStone management team, some of whom have been working in difficult conditions for many months at a time; their dedication and commitment to making a success of this project is commendable. I would also like to thank my predecessor, Bill Trew, for his contributions to the Company, who as of 1 April 2024 stood down from the Board of Directors. Above all, I would like to thank our very loyal and patient shareholders for their continued support. The road to gold production is rarely a straight or easy one, however with the Homase Mine in production, and with great exploration potential, and a defined plan to improve our production profile over the long-term, I think we are in a solid position to deliver growth in the future.

Angela List

Chair

Chief Executive Officer's REPORT

2022 was a landmark year for GoldStone and marked our transition from developer to gold producer. As investors will be aware, our ambition for GoldStone was to deliver maiden production and cash generation in as short a timeframe, and to this end, we have been successful. Our experiences throughout 2022 and 2023 have provided us with important information through which to optimise and enhance our production profile, and we are implementing this with the objective of increasing total ounces and lowering our cost of production over the coming years. In tandem with this, we are also working hard to increase our total resource inventory in order to deliver a long-life, high-grade and high-margin gold operation based on our priority targets at Homase and Akrokeri.

GoldStone's production journey started in November 2021 with our first pour, following the construction of the initial stage of the mine, which included a crushing, sizing, agglomeration and stacking unit, three heap leach pads, a carbon-in-column plant, and an elution and gold room. The gold pour was a technical success; however, it highlighted the need for remedial work to improve recoveries due to agglomeration issues, which has been a theme throughout 2022 and 2023.

Our work has focussed on performing detailed test work and cost analysis to further understand the leach kinetics in order to optimise the recovery of the remaining contained gold in the heap. This work informed the reconfiguration of the agglomeration and crushing circuit to handle the excess clay encountered and the greater than expected amount of silt originating from the oxide orebody's fragile phyllitic content. A modified screening system was designed and built to control the feed sizing, with the fines (<3mm), which represent approximately 20% of the ore body, being removed, which is fed to a gravity recovery circuit.

This work had a marginally positive impact on production, however recoveries still sat at a sub-optimal level of approximately 65%. The Company continues to test and assess agglomeration methods to seek to improve recovery. Testwork is showing very high recovery potential (in excess of 80%), and the Company will continue to make further improvements to the dry plant, particularly the screening and application of cement into the agglomeration plant, to improve recovery rates.

Notwithstanding the processing challenges experienced during 2022 and 2023, external factors, including supply shortages, volatile currency markets and spiralling costs for consumables, all played a part in the Company's financial performance. In light of this, Homase has not yet achieved consistent positive site-level cash flow, with an average All-in Cost ("AIC") of US$1,369 per ounce average for 2022, which is primarily due to a lower-than-expected production rate and ongoing inflationary pressures, in particular in relation to fuel, spares, consumables and reagents.

The Company is taking proportionate steps to improve production at the Homase Mine, which have been implemented during 2023 and will continue through 2024 following the recent announcement of a £1.82 million, (before expenses) conditional fundraising in April 2024, and building on the injection of capital in January 2023 through the issue of convertible loan notes to the sum of US$3 million (£2.4 million).

Alongside its strategy to improve its production profile, a core pillar of GoldStone's growth strategy remains the expansion of its mineralised footprint and resource inventory. As such, in August 2022, GoldStone commenced a diamond drilling programme at Akrokeri, the main focus for the GoldStone exploration team. Initial drill results were received in September 2022, followed by the full assay results in April 2023. These results, announced 5 April 2023, reconfirmed the Company's belief that the Akrokeri mineralisation occupies a significant structural corridor that extends to both the south and north of the historical underground mine. A particular highlight was the identification of a wide mineralised lode hosting gold at 4.1m @ 11.01 g/t, including 1m @ 41.04 g/t in hole 22AKDD002.

Significant intercepts from the 2022/23 diamond drilling include:

  • 22AKDD001: 6.50 metres @ 1.63 g/t from 7.7 metres, including 3.5 metres @ 2.35 g/t,
  • 22AKDD002: 4.10 metres @ 11.01g/t from 46.0 metres, including 1 metre @ 41.04g/t,
  • 22AKDD003: 3.60 metres @ 5.77g/t from 69.4 metres, including 1 metre @ 12.06g/t,
  • 22AKDD006: 5.74 metres @ 3.43g/t from 55.66 metres, including 1.1 metres @ 15.25g/t,
  • 22AKDD008: 3.00 metres @ 3.08g/t from 34.8 metres, including 1.0 metre @ 5.23g/t,
  • 22AKDD008: 3.70 metres @ 2.54g/t from 72.6 metres, including 2.2 metres @ 4.03g/t,
  • 22AKDD009: 4.80 metres @ 7.31 g/t from surface, including 1.0 metre @ 25.8 g/t,
  • 22AKDD015: 1.0 metre @ 4.53 g/t from 61.9 metres,
  • 22AKDD015: 1.10 metres @ 11.23 g/t from 95.7 metres, including 0.5 metre @ 20.01 g/t,
  • 22AKDD016: 12.0 metres @ 0.93 g/t from 79.3 metres, including 1.6 metres @ 2.97 g/t, and
  • 22AKDD019: 2.80 metres @ 1.84 g/t from 72.0 metres, including 2.2 metres @ 2.21g/t

The Company also launched a soil- and auger-sampling programme during 2022 which targeted two areas, Esuaya in the north-east and Adubriem West, and a targeted augering programme was also undertaken over an area to the south-west of the known Homase Trend, with a total of 579 samples collected.

The results were combined with historical data to update the geochemical anomalies identified in 2018 and Q1 2023, and further confirmed the presence of multiple exploration targets which are yet to be fully evaluated. These new targets are being prioritised for follow-up work and the Company is focused on evaluating these systematically, with the objective being to expand the mineral resource that is currently being exploited at Homase.

The results received from this most recent exploration programme, together with additional exploration work undertaken over the past three years, provides significant evidence of our ability to materially grow our total mineral resource in the future, thus extending mining operations in the coming years.

Corporate and Financial Review

Losses from operations for the 12 months to 31 December 2022 were US$674k (2021: loss US$1,523k).

The financial statements at year end show the Group's balance sheet, with net assets standing at US$12.8 million against net assets of US$16.0 million at the end of the previous year.

Cash and cash equivalents as at 31 December 2022 were US$113k (2021: US$337k).

Post period end, 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 are due for redemption on 30 November 2024. At the election of BGL, the Loan Notes (together with accrued interest to date) may 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.

BGL has 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 Group prepares regular management accounts and financial forecasts to monitor and manage working capital and funding requirements going forward. The accounts and forecasts are regularly reviewed and challenged by the Board.

Warrants

The Company announced, on 23 June 2022, the exercise of 14,000,000 warrants to subscribe for new Ordinary Shares at a price of 3.0 pence per share, which provided £420,000 of additional funding to the Company.

In addition, Nguvu Holdings Limited (formerly known as BCM Investments Limited) ("Nguvu"), a company in which Angela List, a director of the Company, is a director of and a majority shareholder, gave notice to the Company in late May 2022 of its intention to exercise 6,000,000 of the 12,000,000 warrants it held to subscribe for Ordinary Shares at a price of 3.0 pence per share (the "Nguvu Warrants"). Nguvu was unable to provide a signed notice of exercise before the Company entered into a close period pending publication of the annual report and accounts of the Company for the year ended 31 December 2021 and therefore, as the Nguvu Warrants had an expiry date of 22 June 2022, the Board of the Company resolved to extend the exercise period of the Nguvu Warrants by two weeks to expire at midnight on 6 July 2022. Nguvu subsequently exercised 6,000,000 warrants providing £180,000 of additional funding to the Company.

Post Period Developments

As outlined above, 2022 and indeed 2023 were defined by significant operational developments, whilst being simultaneously curtailed by persistent technical challenges and macro-level issues including high inflation and supply chain problems. Whilst some of these technical challenges are yet to be completely remedied, I am confident that we are now in a much stronger position to realise our production ambitions.

On 3 January 2024, the Company announced a Standstill Agreement with AIMSL in respect of its gold loan agreement. This standstill agreement, which was necessary due to the inability to complete a negotiation on an extension within the appropriate timeframe, provides the Company with the potential to defer repayment of the gold loan until 29 June 2024. The standstill agreement has subsequently been extended to 31 December 2025. The standstill agreement also set out to appoint Angela List as the Chair, and for an operational management team to be mobilised to GoldStone's operations. The Standstill Agreement allowed for the Company to renegotiate the terms, announced 10 April 2024, which was in conjunction with the Company announcing it has conditionally raised £1.82 million before expenses by way of the Subscription of, in aggregate, 182,000,000 new ordinary shares of 1 penny par value each in the capital of the Company ("Ordinary Shares") at a price of 1 penny per share Subscription Shares together with one warrant per Subscription 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 (the "Warrants").

The Company has agreed with AIMSL in respect of the Gold Loan Agreement to extend the Standstill Period under terms of the Standstill Agreement dated 29 December 2023, to 31 December 2025. AIMSL have also 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"), which will be in addition to the fundraise.

The net proceeds of the Fundraising will be used for general working capital purposes and to progress the Company's strategy of developing and improving production at its Homase Mine in Ghana, and during the first quarter of 2024, a new operational management team have been identified and upon the successful fundraise, are expected to have both a meaningful impact on the Company's operations and ability to ramp up production.

Risk management

The Board has identified the following as being principal strategic and operational risks (in no particular order):

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 are affectively the global economy, 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.

country and political

GoldStone's projects are in 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 policing of small-scale mining operations, thus ensuring controlled management of neighbouring areas.

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 Company 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 Company 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.

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 2022 financial year and no lost-time injuries, which 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 will be operating.

financial

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 2022, continues to support the Company. Post Period End, as announced on 3 January 2024, the Company 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 conditions which have been agreed to, included a repayment plan to repay the loan, a change in leadership of the Chairman and operational team at the Homase mine. The Standstill Agreement allowed for the Company to renegotiate the terms, announced 10 April 2024, whereby, an agreement has been made with AIMSL in respect of the Gold Loan Agreement to extend the Standstill Period under terms of the Standstill Agreement dated 29 December 2023, to 31 December 2025. AIMSL have also agreed to convert and settle the interest accrued to 31 December 2023 by the issue of ordinary Shares.

This was in conjunction with the Company announcing it has conditionally raised £1.82 million before expenses by way of a Subscription of, in aggregate, 182,000,000 new ordinary shares of 1 penny par value each in the capital of the Company 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.

The net proceeds of the Fundraising will be used for general working capital purposes and to progress the Company's strategy of developing and improving production at its Homase Mine in Ghana.

Emma Priestley

Chief Executive Officer

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022

in united states dollarsnote31 December 202231 December 2021
Assets
non-current assets
property, plant and equipment919,967,58721,280,257
intangible assets - exploration and evaluation10--
total non-current assets19,967,58721,280,257
current assets inventory13114,3761,959,083
trade and other receivables12870,468257,013
cash and cash equivalents14113,312336,524
total current assets1,098,1562,552,620
total assets21,065,74323,832,877
Equity
share capital - ordinary shares166,836,7786,383,213
share capital - deferred shares166,077,0136,077,013
share premium1635,143,11733,535,384
foreign exchange reserve16(5,930,054)(1,332,396)
capital contribution reserve16555,110555,110
share options reserve16, 18-3,535,197
accumulated deficit16(29,897,222)(32,758,006)
total equity12,784,74215,995,515
Liabilities
non-current liabilities
provision for rehabilitation15821,622901,284
total non-current liabilities821,622901,284
current liabilities
trade and other payables203,647,3521,395,221
Borrowings193,812,0275,540,857
total current liabilities7,459,3796,936,078
total liabilities8,281,0017,837,362
total equity and liabilities21,065,74323,832,877

The accounting policies and notes form part of these consolidated financial statements. The consolidated financial statements were approved by the Board of directors on

Signed on behalf of the Board of directors.

Emma Priestley

chief executive officer

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2022

in united states dollarsnoteyear ended 31 December 2022year ended 31 December 2021
revenue58,902,549-
cost of sales7(5,746,204)-
gross profit3,156,345-
expenses7(3,319,225)(794,208)
operating loss7(162,880)(794,208)
finance costs8(511,533)(728,887)
loss before and after tax from continuing operations(674,413)(1,523,095)

items that may be reclassified subsequently to profit and loss:

in united states dollarsnoteyear ended 31 December 2022year ended 31 December 2021
foreign exchange translation movement(4,597,658)(1,250,247)
total comprehensive loss for the year(5,272,071)(2,773,342)
loss per share from operations
basic and diluted losses per share, from continuing and total operations, attributable to the equity holders of the company during the year (expressed in cents per share)17(0.001)(0.004)

The accounting policies and notes form part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2022

in united states dollarsnoteshare capital ordinary sharesshare capital deferred sharesshare premiumforeign exchange reservecapital contribution reserveshare options reserveaccumulated deficittotal equity
balance as at 31 December 20203,913,9636,077,01328,080,853(82,149)555,1103,535,197(31,234,911)10,845,076
total loss for the year------(794,208)(794,208)
translation movement---(1,250,247)---(1,250,247)
loan derivative movement------(728,887)(728,887)
total comprehensive loss for the year---(1,250,247)--(1,523,095)(2,773,342)
warrants granted in period--------
warrants exercised in period2,191,715-3,367,140----5,558,855
share issue277,535-2,087,391----2,364,926
balance as at 31 December 20216,383,2136,077,01333,535,384(1,332,396)555,1103,535,197(32,758,006)15,995,515
total loss for the year------(674,413)(674,413)
translation movement---(4,597,658)---(4,597,658)
total comprehensive loss for the year---(4,597,658)--(674,413)(5,272,071)
warrants granted in period18--------
warrants exercised in period18251,885-497,875----749,760
share issue16201,680-1,109,858----1,311,538
transfer16-----(3,535,197)3,535,197-
Balance as at 31 December 20226,836,7786,077,01335,143,117(5,930,054)555,110-(29,897,222)12,784,742

The accounting policies and notes form part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2022

In united states dollarsnoteyear ended 31 December 2022year ended 31 December 2021year ended 31 December 2018
cash flow from operating activities
operating loss for the year before and after tax(674,413)(1,523,095)(1,014,322)
adjusted for:
- finance costs8511,533728,887
- depreciation9272,40471,30011,151
- gold loan settlement(1,191,427)-
- director and senior management fees245,839-
- foreign exchange differences812,410164,170-
- changes in working capital645,290(462,499)
net cash generated by/(used in) operating activities621,636(1,021,237)(602,813)
cash flow from investing activities
capitalisation of exploration costs10-(746,640)(968,894)
acquisition of property, plant and equipment9(1,593,787)(4,872,653)(40,882)
net cash used in investing activities(1,593,787)(5,619,293)(1,009,776)
cash flow from financing activities
repayment from bond issues19-(300,000)
proceeds from share issues16748,9396,575,670
net cash generated from financing activities748,9396,275,670324,000
net decrease in cash and cash equivalents(223,212)(364,860)(1,288,589)
cash and cash equivalents at beginning of the year14336,524701,3841,626,057
cash and cash equivalents at end of the year14113,312336,524337,468
in united states dollarsyear ended 31 December 2021cash flowsother non-cash changesyear ended 31 December 2022
net cash:
cash at bank and in hand336,524(223,212)-113,312
debt:
shareholder loan(742,587)-742,587-
gold loan(3,769,500)-863,238(2,906,262)
derivative(728,770)-(176,995)(905,765)
bonds(300,000)-300,000-
(5,540,857)-1,728,830(3,812,027)
net debt:(5,204,333)(223,212)1,728,830(3,698,715)

Other non-cash changes relate to the repayment of the shareholder loan and bonds via the issue of new Ordinary Shares in the year and the gold loan is repaid out of gold sales; see note 19 for further details.

The accounting policies and notes form part of these consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

reporting entity

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 2nd 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.

  • basis of preparation
  • statement of compliance and basis of preparation
  • going concern

The financial statements have been prepared assuming the Group and Company will continue as a going concern for at least twelve months from the date of approval of these financial statements. 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 is building production up with existing cash resources and available facilities.

The Group had available cash of US$113k as at 31 December 2022 (2021: US$337k).

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 2022, continues to support the Company. Post Period End, the Company has entered into a standstill agreement to 31 December 2025, the conditions which have been agreed to, included a repayment plan to repay the loan from month 7, a change in leadership of the Chairman and operational team at the Homase mine. The Standstill Agreement allowed for the Company to renegotiate the terms, announced 10 April 2024, whereby, an agreement has been made with AIMSL in respect of the Gold Loan Agreement to extend the Standstill Period under terms of the Standstill Agreement dated 29 December 2023, to 31 December 2025. AIMSL have also agreed to convert and settle the interest accrued to 31 December 2023 by the issue of new Ordinary Shares

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 and the provision of additional working capital, but there can be no guarantee that such an agreement can be reached or additional working capital provided. On 10 April 2024, the Company announced an extension to the Standstill Agreement, to 31 December 2025, and agreed to convert and settle the interest accrued to 31 December 2023 by the issue of ordinary Shares. If the Gold Loan cannot be repaid or rescheduled prior to 31 December 2025, security over the Company's primary assets could potentially be enforced.

The Company's Ordinary Shares will remain suspended from trading on AIM until such time as it has satisfied the requirements of AIM Rule 19 with respect to publication of its 2022 Accounts and AIM Rule 18 with regard to publication of its interim results for the six-month period to 30 June 2023, which were required to be published by 30 September 2023. On 3 January 2024, the Company announced that following the execution of the standstill agreement, the Board was 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 Group commenced commercial production in January 2022. This was later than previously anticipated due to permitting issues and then with the operational setbacks, production has not been delivering the expected revenues. With the CLN investment in January 2023, this 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 Staking recommenced in June 2023 and the cashflow projections are based upon increasing the production and staking, which will improve in 2024, which in turn will improve revenues. 2023 gold produced and sold amounted to approximately 1,250 ounces of gold bullion.

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. With continued support from the Group and Companies shareholders, the directors are confident that the Group and Company are able to meet their liabilities as they fall due.

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, as announced in January 2023. The Board is confident that with the continued support of the shareholders, 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.

Although the Board is confident that it will be able to raise further funding if and when required, there is always a risk that this may not be possible. In April 2024, the Company announced a conditional Subscription of 182,000,000 new ordinary shares at the closing offer price of 1 penny per ordinary share. The Subscription Shares shall have one warrant attached with an exercise price of 2 pence for a period of 24 months from the date of admission. In addition, the Company has agreed an extension of the Standstill Agreement until 31 December 2025, as announced on 10 April 2024 and for the conversion of the accrued interest to 31 December 2023 to be converted in addition to the conditional Subscription.

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, which is the functional and presentational currency of the Group.

  • use of estimates and judgements
  • 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 indicated 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 areas 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.

production start date

The Group assesses the stage of the mine under construction to determine when the mine moves into production stage. The criteria used to assess the start date are determined based on the complexities and operational status of the mine. The Group considers various criteria to assess when the mine is commercially operational and should be reclassified from Assets under construction to 'Producing Mines' or 'Property plant and equipment.' Some of the criteria will include, but not limited to the following:

  • completion of a reasonable period of testing the mine plant and equipment;
  • completion of the commissioning period;
  • ability to produce metal in a saleable form;
  • ability to sustain ongoing production of metal; and
  • ability to be able to export product for commercial sale.

When a mine construction project moves into the production stage, the capitalisation of certain mine construction costs cease and costs are either regarded as inventory or expenses except for costs that qualify for capitalisation relating to mining assets. This is also the point at which the depreciation/amortisation recognition criteria commences. The Group considers that the above criteria was met in the year and the asset was transferred from Assets under construction to a Producing Mine.

inventory

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.

The Company had paused mining in Q4 2022 as Pit 1 had reached the limit of the accessible free dig oxide ore. The mine planning of Pit 2 was being undertaken and consultation with the local communities to ensure smooth operations for the future, therefore the ore on the rompad had been depleted at the year end.

  • ore reserves and resources
  • mine rehabilitation provision
  • 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.

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.

  • significant accounting policies
  • basis of consolidation
  • 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.
  • basis of consolidation
  • 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.
  • financial instruments
  • non-derivative financial assets

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.

Cash and cash equivalents comprise bank balances and cash on hand.

non-derivative financial liabilities

The Group classifies non-derivative financial liabilities into trade and other payables.

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.

  • share capital
  • deferred shares

Deferred shares are classified as equity and held in the capital contribution reserve.

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.

property, plant and equipment

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, unless otherwise indicated, on the following bases:

Gold samples no depreciation charged

Computer equipment over three years

Office equipment over four years

Field/geological equipment over four years

Motor vehicles over four years

  • intangible assets - exploration and evaluation
  • impairment of financial assets

The carrying amount of the Group's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount.

  • provisions
  • general
  • rehabilitation provision
  • related parties
  • Entities under common control; and
  • Key management personnel.
  • taxation
  • inventories

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).

  • finance cost
  • 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.

  • adoption of new and revised standards
  • new and amended standards

The following standards and amendments were applicable for annual financial statements beginning on or after 1 January 2022:

  • Amendments to IAS 37, IFRS 3, IAS 16, IFRS 1, IFRS 9 and IAS 41.

The above amendments had no impact on the consolidated financial statements of the Group.

new standards in issue but not yet effective

The new and amended standards and interpretations that are issued, but not yet effective up to the date of issuance of the Group's consolidated financial statements are disclosed below.

  • IFRS 17: Insurance Contracts;
  • Amendments to IAS 1 : Classification of Liabilities as Current or Non-Current;
  • Amendments to IAS 8: Definition of accounting estimates;
  • Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies; and

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.

revenue

The Group's revenue consists of sales of gold and silver bullion to a third party refiner.

in united states dollars31 December 202231 December 2021
gold bullion concentrate8,894,210-
silver bullion concentrate8,339-
Total8,902,549-

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 concentrate figure includes US$1,191,427 used to repay the Gold Loan Facility, set out in the Consolidated Statement of Cash Flows and in note 19.

operating segments

information about reportable segments for the year ended 31 December 2022

in united states dollarsexplorationcorporatetotal per consolidated statement of comprehensive income/statement of financial position
reportable segment revenue8,902,549-8,902,549
reportable segment cost of sales(5,746,204)-(5,746,204)
reportable segment expenditure(2,169,216)(1,661,542)(3,830,758)
reportable segment profit/(loss)987,129(1,661,542)(674,413)
reportable segment non- current assets19,967,587-19,967,587
reportable segment current assets1,080,57017,5861,098,156
reportable segment liabilities(4,196,956)(4,084,045)(8,281,001)

information about reportable segments for the year ended 31 December 2021

in united states dollarsexplorationcorporatetotal per consolidated statement of comprehensive income/statement of financial position
reportable segment expenditure(1,236,963)(286,132)(1,523,095)
reportable segment (loss)(1,236,963)(286,132)(1,523,095)
reportable segment non- current assets21,280,257-21,280,257
reportable segment current assets2,277,860274,7602,552,620
reportable segment liabilities(2,066,460)(5,770,902)(7,837,362)
7. expenses by nature
in united states dollars31 December 202231 December 2021
cost of sales
community, environmental and H&S costs239,291-
engineering and maintenance457,183-
mining costs2,314,661-
processing costs2,442,833-
human resource costs292,236-
Total5,746,204-
in united states dollars31 December 202231 December 2021
administrative expenses
finance and administration costs3,319,225794,208
Total3,319,225794,208
The operating loss is stated after charging:
in united states dollarsyear ended 31 December 2022year ended 31 December 2021

auditor's remuneration in respect of audit of the financial statements

- group auditor - subsidiary auditor50,645 9,45030,000 2,900
depreciation272,40471,300
foreign exchange difference812,410164,170
8. finance costs
in united states dollarsyear ended 31 December 2022year ended 31 December 2021
loan derivative and interest511,533728,887
Total511,533728,887
9. property, plant and equipment
in united states dollarscostaccumulated depreciationaccumulated exchange movementcarrying value
producing mine*21,680,553(142,600)(2,510,256)19,027,697
gold samples4,570--4,570
computer equipment96,904(75,169)-21,735
office equipment119,759(112,343)-7,416
field/geological equipment1,236,388(234,051)(123,797)878,540
motor vehicles84,184(56,555)-27,629
Total23,222,358(620,718)(2,634,053)19,967,587
in united states dollarscostaccumulated depreciationcarrying value
assets under construction*20,408,81620,408,816
gold samples4,570-4,570
computer equipment74,468(68,263)6,205
office equipment117,182(110,115)7,067
field/geological equipment953,231(125,529)827,702
motor vehicles70,304(44,407)25,897
Total21,628,571(348,314)21,280,257

reconciliation of property, plant and equipment - 31 December 2022

in united states dollarscarrying value opening balanceadditionsdepreciationexchange movementtransfercarrying value ending balance
assets under construction*20,408,816--(20,408,816)-
producing mine*-1,271,737(142,600)(2,510,256)20,408,81619,027,697
gold samples4,570---4,570
computer equipment6,20522,436(6,906)--21,735
office equipment7,0672,577(2,228)-7,416
field/geological equipment827,702283,157(108,522)(123,797)-878,540
motor vehicles25,89713,880(12,148)--27,629
Total21,280,2571,593,787(272,404)(2,634,053)-19,967,587
reconciliation of property, plant and equipment -31 December 2021
in united states dollarscarrying value opening balanceadditionsdepreciationtransfercarrying value ending balance
assets under construction*-5,322,404-15,086,41220,408,816
gold samples4,570---4,570
computer equipment6,0651,100(960)-6,205
office equipment3,1055,510(1,548)-7,067
field/geological equipment38,215444,923(12,558)357,122827,702
motor vehicles439,253-(56,234)(357,122)25,897
total491,2085,773,937(71,300)15,086,41221,280,257

* Includes a provision for rehabilitation costs of $821,622 (2021: $901,284). Exchange losses on opening assets of $2,634,053 were recognised in the financial statements.

intangible assets - exploration and evaluation

The Group's intangible assets comprise wholly of exploration and evaluation assets in respect of AKHM in Ghana.

in united states dollars31 December
balance as at 31 December 202014,339,772
additions transfer to assets under construction (see note 9)746,640 (15,086,412)
balance as at 31 December 2021 and 2022-

Once commercially viable reserves are established and development is sanctioned, exploration and evaluation assets are transferred to assets under construction. This took place in 31 December 2021 see Note 9 for further details.

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.

trade and other receivables

in united states dollars31 December 202231 December 2021
trade receivables405,414-
other receivables465,054257,013
Total870,468257,013

Other receivables include US$ nil (2021: US$27,955) in respect of the fair value of share warrants issued in the relevant period.

inventory

in united states dollars31 December 202231 December 2021
gold in circuit-602,097
gold on hand-1,142,276
ore stockpile85,098214,710
consumables29,278-
Total114,3761,959,083

At the Homase Mine Heap Leach Operation, from the process recovery sheet, it has been calculated that there is 66.3 kilos of gold, 2,134 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. This is due to previous operational issues, including inefficient screening, agglomeration and stacking methods, as such, there will be limited recovery from this GIP gold until a new process method is introduced. The current JORC Resource, at 602,000 ounces is between measured, indicated and inferred. The Resource which was calculated in 2012, and requires infill drilling, to reduce the wide spacing within the Resource, to bring the JORC Resource to modern parameters.

In order to incorporate the GIP, a Revised Resource was calculated for the Statement 31 December 2022. It was noted that in 2022, 5,155 ounces of gold were sold to Metalor Technologies SA. The GIP is 66.3 kilos of gold, 2,134 ounces, that is locked within the heap leach process circuit, requires a new process method to liberate it, it was agreed to classify this GIP as an inferred resource. Therefore, the Revised Resource Statement 31 December 2022, calculated to 2012 Standards, stands as:

Tonnage Tonnes (million)Grade (Au g/t)Contained Gold Ounces
Inferred JORC Resource10.61.64602,000
2022 Ounces Deducted0.21.535,155
Sub-Total Inferred10.41.64596,845
GIP0.211.342,134
2022 Inferred Resource6.231.77598,979
14. cash and cash equivalents
in united states dollars31 December 202231 December 2021
sterling5,55778,372
US dollars55,170218,818
ghana cedis52,58539,334
Total113,312336,524
15. provision for rehabilitation
in united states dollars31 December 202231 December 2021
1 January901,284-
additions-901,284
movement in discount rate(79,622)-
Total821,622901,284

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.

  • capital and reserves
  • share capital
31 December 202231 December 2021
ordinary shares
called up, allotted and fully paid
496,190,047 ordinary shares of 1 penny each (31 December 2021: 459,033,996)£4,961,901£4,590,340
converted to united states dollars at date of issue$6,836,778$6,383,213
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 2021: 414,530,304) deferred 0.9 pence shares£3,730,772£3,730,772
converted to united states dollars at date of issue$6,077,013$6,077,013
Authorised
1,000,000,000 (31 December 2021: 1,000,000,000) authorised ordinary 1 penny shares£10,000,000£10,000,000

During the year the Company issued the following 1 penny fully paid shares:

Number of SharesNominal ValueShare premium
1 January 2022Opening balance459,033,996$6,383,213$33,535,384
28 June 2022Shares at 3p share14,000,000£140,000£280,000
Converted to United States Dollars at date of issue-$180,653$355,410
13 July 2022Shares at 3p share6,000,000£60,000£120,000
Converted to United States Dollars at date of issue-$71,233$142,465
Shares at 7p share3,600,000£36,000£216,000
Converted to United States Dollars at date of issue *-$42,740$256,437
19 July 2022Shares at 6.55p share9,802,821£98,028£544,057
Converted to United States Dollars at date of issue **-$117,026$649,495
18 October 2022Shares at 5.9p share3,753,230£37,532£183,908
Converted to United States Dollars at date of issue-$41,913$203,926
31 December 2022Closing balance496,190,047$6,836,778$35,143,117

*During the year, six bond notes held by Nguvu Holdings Limited were redeemed in shares (note 19).

** The outstanding balance on the Paracale loan of US$766,521 was converted into 9,802,821 new Ordinary Shares (the ''Conversion Shares'') at a price of 6.55p per Ordinary Share. Following the Loan Conversion, there are no outstanding loans or warrants held by Paracale (note 19).

  • ordinary shares
  • deferred shares

The Company has not concluded any share repurchases since its incorporation.

dividends

No dividends were proposed or declared during the period under review (2021: Nil).

  • description and purpose of reserves
  • share capital

Share capital consists of amounts subscribed for share capital at nominal value.

share premium

Share premium consists of amounts subscribed for share capital in excess of nominal value.

  • foreign exchange reserve
  • capital contribution reserve

Capital contribution reserve consists of deferred shares classified as equity.

share options reserve

Share options and warrants reserve consists of the fair value of options and warrants outstanding at the year end. As there are no share options and warrants outstanding as at year end, the whole balance has been transferred to accumulated deficit.

  • accumulated deficit
  • earnings per share

The calculation of basic and diluted earnings per share at 31 December 2022 was based on the losses attributable to ordinary shareholders of US$674,413 (2021: US$1,523,095), and an average number of ordinary shares in issue of 474,744,043 (2021: 353,369,120).

31 December 202231 December 2021
loss attributable to shareholders (in US$)(674,413)(1,523,095)
weighted average number of ordinary shares474,744,043353,369,120
basic and diluted earnings per share (in US$)(0.001)(0.004)

The Group has the following instruments which could potentially dilute basic earnings per share in the future:

in number of shares31 December 202231 December 2021
Warrants-26,000,000

Please refer to note 25 as a potentially diluting instrument has been issued post year end.

share based payment arrangements

At 31 December 2022, the Group has the following share-based payment arrangements:

share option programmes (equity-settled)

The conditions relating to the grants of the share option programmes are as follows:

There were no such options granted during the years ended 31 December 2022 or 31 December 2021.

reconciliation of outstanding share options

There are no options outstanding at 31 December 2022 or 31 December 2021.

warrants

The fair value of the warrants issued was measured using the Black-Scholes model. Expected volatility was estimated by considering historical volatility of the Company's share price over the period commensurate with the expected return.

reconciliation of outstanding warrants

the number and weighted average exercise prices

number of warrants 31 December 2022weighted average exercise price 31 December 2022number of warrants 31 December 2021weighted average exercise price 31 December 2021
outstanding as at 1 January26,000,0003.0p182,352,3772.6p
granted during the year----
lapsed during the year(6,000,000)-
exercised during the year(20,000,000)3.0p(156,352,377)2.5p
outstanding at 31 December--26,000,0003.0p
exercisable at 31 December--26,000,0003.0p

There are no warrants outstanding as at 31 December 2022. In the prior year the weighted exercise price was 3.0p and weighted average life was 0.5 years.

measurement of fair value

The inputs used in measuring the fair values of the warrants at grant date were as follows:

warrantswarrantswarrants
19 March 202022 June 202027 December 2018
share price at grant2.10p4.20p1.20p
warrant exercise price3.00p3.00p1.20p
expected life of warrants from exercise date2.3 years2.0 years3.4 years
expected volatility63.74%65.71%51.6%
expected dividend yield0.00%0.00%0.00%
risk free rate0.27%(0.05)%0.74%
fair value per warrant0.56p1.96p0.67p
US$:GBP exchange rate used1.272581.247851.2469

The risk free rate has been determined based on 3 year UK government bonds.

Total fair value recognised in the share options and warrants reserve in respect of warrants issued in the year was US$ nil (2021: US$ nil).

expense recognised in statement of comprehensive income

The fair value of the warrants issued on 27 December 2018 has been reflected within trade and other receivables and is being released and initially capitalised as part of the exploration asset, over the period of the loan facility; see note 19 for further details. The amount capitalised during the year was US$nil (2021: US$67,100).

The fair value of the warrants issued on 19 March 2020 has been reflected within trade and other receivables and is being released and initially capitalised as part of the exploration asset over the period of the bond facility, see note 19 for further details. The amount capitalised during the year was US$nil (2021: US$75,130).

The fair value of the warrants issued on 22 June 2020 has been reflected within trade and other receivables and is being released and initially capitalised as part of the exploration asset over the period of the gold loan facility, see note 19 for further details. The amount capitalised during the year was US$nil (2021: US$1,682,615).

borrowings

in united states dollars31 December 202231 December 2021
shareholder loan-742,587
gold loan loan derivative bonds2,906,262 905,765 -3,769,500 728,770 300,000
current borrowing3,812,0275,540,857

Shareholder loan

The Company entered into a loan agreement with Paracale Gold Limited (''Paracale''), the Company's major shareholder, in December 2018, for a loan of up to US$1.2 million.

In consideration of entering into the loan agreement, Paracale, were issued with 40,352,377 warrants to subscribe for such number of 1p ordinary shares at an exercise price of 1.2p per share, at any time during the period through to 2 June 2022. At 31 December 2022, Paracale had exercised all its warrants.

During the year the outstanding balance on the Paracale loan of $766,521 was converted into 9,802,821 new Ordinary Shares (the ''Conversion Shares'') at a price of 6.55p per Ordinary Share. Following the Loan Conversion, there are no outstanding loans or warrants held by Paracale.

Gold Loan

The Company entered into a loan agreement with 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.

On 29 September 2022, it was agreed with AIMSL to vary the terms of the Agreement as follows:

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.

The outstanding principal of the Gold Loan stands at 1,871.31oz, with accrued interest to date of 578.43oz, as at 30 December 2023. 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.

Bonds

In March 2020 the Company issued twenty-six unsecured bond notes of US$50,000 each to certain existing and new investors, raising, in aggregate, US$1.3 million before expenses. Paracale Gold and Nguvu Holdings Limited (formerly BCM Investments Limited) the Company's major shareholders, each subscribed for six bonds with a value of, in aggregate, US$0.3 million respectively. During the year, the remaining six bond notes held by Nguvu Holdings Limited were redeemed in shares. When entering into the Bonds, a total of 52,000,000 warrants were issued to subscribe for such number of Ordinary Shares at the Exercise Price, at any time during the period through to 22 June 2022. During the year 20,000,000 warrants were redeemed and 6,000,000 expired.

trade and other payables

in united states dollars31 December 202231 December 2021
trade payables other payables accruals1,513,058 971,948 1,162,346882,045 302,738 210,438
Total3,647,3521,395,221
  • financial instruments
  • financial risk management

The Group's principal 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.

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.

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.

  • market risk
  • 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 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$) and Ghanaian Cedis (GHS), or Euro at the pre-agreed price and converted (if necessary) as soon as payment needs to occur. Currency conversions and provisions for expenditure are only made as soon as debts are due and payable. The Group is therefore exposed to currency risk in so far as its liabilities are incurred in South African Rand and Ghanaian Cedi and fluctuations occur due to changes in the GHS/US$ exchange rates. The Group's policy is not to enter into any currency hedging transactions.

The exchange rates converted to United States Dollars affecting the Group were as follows:

average rate 2022reporting date spot rate 2022average rate 2021reporting date spot rate 2021
Sterling to US dollars1.2291.2101.3761.353
Ghanaian Cedis to US dollars0.1100.1010.1570.162

A strengthening (weakening) of GBP or GHS against all other currencies at 31 December 2022 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 dollarsequity strengthening 2022equity weakening 2022equity strengthening 2021equity weakening 2021
ghanaian cedis 10% (2021: 10%)1,569,844(1,569,844)2,298,000(2,298,000)
Total1,569,844(1,569,844)2,298,000(2,298,000)

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 had a loan arrangement with Paracale as detailed in note 19. The interest rate was fixed at 6% for the duration of the term of the loan; this balance has been settled in full in the year. The Group also 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.

related parties

salaries and other short-term benefits - detail:

in united states dollars31 December 202231 December 2021
Director's remuneration: executive - E Priestley - cash77,50065,500
Director's remuneration: executive - E Priestley - shares24,500-
Director's remuneration (accrued fee): executive - E Priestley25,50054,500
Director's remuneration (accrued BIK): executive - E Priestley28,125-
Director's remuneration: non-executive - R Wilkins - cash--
Director's remuneration: non-executive - R Wilkins - shares6,000-
Director's remuneration (accrued fee): non-executive - R Wilkins9,00012,000
Director's remuneration (accrued BIK): non-executive - R Wilkins3,750
Director's remuneration: non-executive - W Trew - cash--
Director's remuneration: (accrued fee): non-executive - W Trew27,00024,000
Director's remuneration: (accrued BIK): non-executive - W Trew6,750
Director's remuneration: non-executive - A List - cash--
Director's remuneration: non-executive - A List - shares6,000-
Director's remuneration (accrued fee): non-executive - A List9,00012,000
Director's remuneration (accrued BIK): non-executive - A List3,750
Director's remuneration: non-executive - O Fenn - cash--
Director's remuneration: non-executive - O Fenn - shares12,000-
Director's remuneration (accrued fee): non-executive - O Fenn9,00012,000
Director's remuneration (accrued BIK): non-executive - O Fenn3,750
total251,625180,000

The total amount payable to the highest paid director in respect of emoluments was US$127,500 (2021: US$120,000). No directors exercised any share options during the year (2021: nil).

Bill 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.

During the year, certain of the Company Directors agreed to convert, in aggregate US$239,250 of outstanding fees accrued and unpaid to 30 June 2022 into 3,653,230 new Ordinary Shares at a conversion price of 5.9p, being the mid-market closing price of the Company's Ordinary Shares on 11 October 2022.

NameNumber of Ordinary Shares Currently OwnedNumber of Fee Conversion SharesResultant Shareholding in the CompanyPercentage of the issued Share Capital of the Company
Angela List59,600,000*320,66059,920,66012.08%
Emma Priestley2,711,5462,485,1125,196,6581.05%
Richard Wilkins-320,660320,6600.06%
Orrie Fenn-526,798526,7980.11%

* Held by Nguvu Holdings Limited, a company of which Angela List is a director and shareholder.

During 2018, the Company entered into a loan agreement for an amount up to US$1,224k with Paracale, the Company's major shareholder and a company in which Bill Trew, a non-executive director (resigned 2 April 2024), holds an interest in. At 31 December 2022 the balance was US$ nil (2021: US$743k), which includes interest accrued to date of US$ nil (2021: US$19k)- see note 19 for further details.

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. Bill 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 Bill Trew. At the year-end there is an amount owing to MAED of US$329,288 (2021: US$266,109), for services provided during the financial year.

group entities

Details of the Group's subsidiaries at the end of the reporting period are as follows:

country of incorporation and operationprincipal activityownership interest 2022ownership interest 2021
GoldStone Akrokeri LimitedGhanaDevelopment and exploration of gold and associated elements100%100%
GoldStone Homase LimitedGhanaDormant100%(*)100%(*)

(*) Held indirectly via GoldStone Akrokeri Limited

ultimate controlling party

The directors consider that there is no ultimate controlling party of the Group.

subsequent events

Since the period end, on 27 January 2023, the parent Company, GRL, issued convertible loan notes to Blue Gold International Limited, ("BGL") in the nominal amount of £2,400,000 (the "Loan Notes") which are due for redemption on 30 November 2024.

As with all equity and debt raised by GRL, all monies are intended for GAL 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.

At the election of BGL, the Loan Notes (together with accrued interest to date) may 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. 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").

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");
  • BGL shall also receive Warrants to subscribe for up to 60,000,000 new Ordinary Shares at a price of 4 pence per Ordinary Share at any time during the 2-year period following the grant date; 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.

The proceeds from the Loan Notes will also contribute towards the expansion of the Company's Homase Mine, seeking to increase production and improvement of the recovery of the heap leach operation, which is currently yielding 65% of the contained gold delivered to the heap. The proceeds will also contribute towards the purchase of plant and equipment to assist in reducing the operating costs of the operation. The Company also reviewed the exploration programme along strike and down dip of the current JORC resource, as well as exploring the anomalies that were identified, referred to in the 24 March 2022 announcement, with the soil sampling and auguring programme.

The accrued and unpaid fees to 31 December 2022 due to Bill Trew, Non-Executive Director of the Company (resigned 1 April 2024) during the year, amount to £52,650, were converted into 1,442,465 new Ordinary Shares at a conversion price of 3.65p, being the mid-market closing price of the Company's Ordinary Shares on 30 January 2023, this was the latest practicable date prior to this announcement (the "Director Fee Conversion Shares"). The Director Fee Conversion Shares were issued to Oxus Mining Limited, a Company solely owned and controlled by Bill Trew, whose direct and indirect resulting beneficial interest in the Company's Ordinary Shares following the issue of the Director Fee Conversion Shares will be as shown below.

NameNumber of Ordinary Shares Currently OwnedNumber of Fee Conversion SharesResultant Shareholding in the CompanyPercentage of the issued Share Capital of the Company
William (Bill) Trew129,656,5751,442,465131,099,040*26.30%

* Of which, 125,656,575 Ordinary Shares are held by Paracale Gold Limited, a company of which Mr William Trew is a director and a significant shareholder, 4,000,000 are held directly by Mr Trew and 1,442,465 Ordinary Shares, being the Director Fee Conversion Shares, will be held by Oxus Mining Limited.

On 5 April 2023, the Company provided a comprehensive update on the diamond drilling undertaken in 2022 at the former Akrokeri Underground Mine ("AUM") and the soil and auger geochemical programmes within the Akrokeri and Homase prospecting licences, ("AKHM").

This diamond drilling programme at AUM, confirmed the Company's belief that the Akrokeri mineralization occupies a significant structural corridor that extends to both the south and north of the historical underground mine, with Significant Intercepts 2022/23 diamond drilling including:

  • 22AKDD001: 6.50 metres @ 1.63 g/t from 7.7 metres, including 3.5 metres @ 2.35 g/t;
  • 22AKDD002: 4.10 metres @ 11.01g/t from 46.0 metres, including 1 metre @ 41.04g/t;
  • 22AKDD003: 3.60 metres @ 5.77g/t from 69.4 metres, including 1 metre @ 12.06g/t;
  • 22AKDD006: 5.74 metres @ 3.43g/t from 55.66 metres, including 1.1 metres @ 15.25g/t;
  • 22AKDD008: 3.00 metres @ 3.08g/t from 34.8 metres, including 1.0 metre @ 5.23g/t;
  • 22AKDD008: 3.70 metres @ 2.54g/t from 72.6 metres, including 2.2 metres @ 4.03g/t;
  • 22AKDD009: 4.80 metres @ 7.31 g/t from surface, including 1.0 metre @ 25.8 g/t;
  • 22AKDD015: 1.0 metre @ 4.53 g/t from 61.9 metres;
  • 22AKDD015: 1.10 metres @ 11.23 g/t from 95.7 metres, including 0.5 metre @ 20.01 g/t;
  • 22AKDD016: 12.0 metres @ 0.93 g/t from 79.3 metres, including 1.6 metres @ 2.97 g/t; and
  • 22AKDD019: 2.80 metres @ 1.84 g/t from 72.0 metres, including 2.2 metres @ 2.21g/t.

Key findings showed:

  • A total of 20 diamond drillholes have now been drilled, 14 probing the southern extension of the South Shaft and the remaining 6 holes around the North Shaft;
  • Results show the wide mineralised lode hosting gold at 4.1m @ 11.01 g/t, including 1m @ 41.04 g/t in hole 22AKDD002;
  • Results give strong grounds for continued exploration and further core drilling at Akrokeri; and
  • At Homase, the results from soil and auger sampling has confirmed anomalies that demonstrate a new mineralised zone to the west of the main Homase orebody and also shows further extension along strike to the north and south of the known Homase Trend.

The Soil and Auger Sampling Programmes within the Homase Mineralised Trend that continued during Q3 and Q4 2022 and into Q1 2023, were targeting two areas, Esuaya in the north-east and Adubriem West, and a targeted augering programme was also undertaken over an area to the south-west of known Homase Trend, with a total of 579 samples collected.

These results were combined with the historical data to update the geochemical anomalies identified in the announcements of 17 June 2018 and 25 March 2022. This exploration has further confirmed the presence of multiple exploration targets, which are yet to be fully evaluated.

The Company is confident that the results of the drilling and geochemical survey programmes completed over the past three years demonstrate the potential to add to the total mineral resource and thus considerably extend mining operations in the coming years. Prioritisation will be given to the most promising prospects and a more detailed drilling programme will begin in the coming months, initially focusing on Akrokeri South and the new Homase geochemical targets.

In addition, the Company is continuing with the ongoing exploration programme at Akrokeri Underground Mine.

An operational update was provided on the 31 May 2023 in relation to mining and production activities at the Homase Gold Mine in south-western Ghana, with the following overview:

  • Front-end loaders, tractor and excavators, and the required plant including a second stacker and vibrating screens delivered to site with the objective of optimising production at Homase;
  • ~$1.5 million invested into new and second-hand plant, equipment and components for the second dry plant and to complete the construction of next pad for the heap leach operation;
  • Mining production levels forecast for 60,000 tonnes per month of ore, within three months following mine plan revision during Q1 2023;
  • Revision of mine plan and improvements to the process plant to improve long-term performance has impacted Q1 2023 production, resulting in a small gold pour of 250 ounces doré for the quarter; and
  • Second dry plant will allow stacking to increase to some 40,000 tonnes pcm over the coming months, thus improving gold production for the remainder of 2023.

Further to 31 May 2023, the Company has subsequently made significant improvements to the existing dry plant to enable it to perform more in line with expectations. The agglomeration drum for the second dry plant has been completed, the second screen is on order and the additional 30 metres of conveyors are to be fabricated. The Company has also purchased two second hand 30 tonne excavators, two new front end loaders, a truck crane, TLB, tractor and supporting associated accessories.

In-line with the enhancements to the dry plant, mining commenced in Pit 2 of the Homase Mine in May 2023, with an initial stripping ratio of 3:1, and to date some 65,300 tonnes of ore have been mined at an inferred grade of 1.1g/t. Stacking recommenced in June 2023, and plant feed has been maintained at an average of 1,000 tonnes per shift, running on a single shift basis. The Company can report that for 2023, some 1,250 ounces (39 kilos) of fine gold has been shipped.

After reconciling mine development and production from 2022, including investigating the issues with the heap leach process, which have been an on-going problem, and the impact of no stacking on to the heap for the first six months of 2023, the Company is currently undertaking a review of its Homase production plan and forecast.

It was announced that Mr William (Bill) Trew stood down as Non-Executive Director to the Company on the 1 April 2024.

On 3 January 2024, the Company announced a Standstill Agreement with AIMSL in respect of its Gold Loan agreement. This Standstill Agreement, which was necessary due to the inability to complete a negotiation on an extension within the appropriate timeframe, provided the Company with the potential to defer repayment of the gold loan until 29 June 2024 and has subsequently been extended to 31 December 2025, as set out below. The Standstill Agreement also set out to appoint Angela List as the Chair, and for an operational management team to be mobilised to GoldStone's operations.

On 10 April 2024, the Company announced that it has conditionally raised £1.82 million before expenses by way of the Subscription of, in aggregate, 182,000,000 new Ordinary Shares at a price of 1 penny per Subscription Share together with one Warrant per Subscription 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.

The net proceeds of the Subscription will be used to partially settle the Company's overdue creditor balances in line with payment plans agreed with the Company's major creditors, to progress the Company's strategy of developing and improving production at its Homase Mine in Ghana and for general working capital purposes.

As announced on 10 April 2024, the Company has also entered into an Amendment Agreement with AIMSL in respect of the Gold Loan Agreement to extend the Standstill Period under terms of the Standstill Agreement dated 29 December 2023, to 31 December 2025. Pursuant to the Amendment Agreement, AIMSL has also agreed to accept settlement of the interest accrued under the Gold Loan Agreement to 31 December 2023 by the issue to AIMSL of 101,803,680 new Ordinary Shares. Following and subject to issue of the Conversion Shares, the outstanding balance in respect of the Gold Loan and accrued interest will be reduced to the principal of 1,871.43 troy ounces and will accrue interest at 14% from 1 January 2024.

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

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