Final Results

CHAIR'S REPORT

The team has had a dual focus during 2023; firstly to improve operational performance at our first mining operation, the Homase Gold Project in the Ashanti Region of Ghana, and secondly to advance the corporate activities of the Company in order to resume trading of the Company's Ordinary Shares on the AIM market of the London stock exchange. 2023 was undoubtedly challenging for the whole team, however as at the time of writing, the business is now back on an even keel, and we are excited and enthusiastic about GoldStone's future.

The Company announced in January 2023 that it had raised £2,400,000 via the issue of a convertible loan note and used the proceeds to invest in the necessary equipment and infrastructure to improve the long-term production profile of the Homase Mine. Equipment was bought, and the plant was modified to increase the gold recovery factor to an average of 60-70%. Mining and stacking recommenced in June 2023, with approximately 1,257oz produced in 2023, and production and stacking is expected to increase throughout 2024 which will in turn increase the gold production and sales. At the time of writing, a total of 1,350oz has been produced from the Homase Mine in 2024, and the Board is confident that this production, combined with the Company's recent fundraising activities, will support production at this rate over the months to come.

Despite the hard work and perseverance of the team during 2023, we did not reach our production target for 2023. Today, approximately 810 ounces are estimated by management, remaining within the heap, classed as Gold in Process ("GIP"), but there will be limited recovery from this GIP gold until an alternative process method is introduced, which the Company is reviewing.

As Shareholders will be aware in November 2023, the Company's secured gold loan from Asian Investment Management Services Limited ("AIMSL") was due for repayment. Post period end, in January 2024 the Company agreed a standstill arrangement with AIMSL which, following a further amendment, has deferred repayment until 31 December 2025. This has been an important development for GoldStone, and one which prompted a corporate restructure, including the appointment of myself as Chair of the Board and the appointment of Campbell Smyth, who represents the AIMSL shareholder. This also prompted the recruitment of a new operational team at Homase, which the Nguvu Mining Ltd has aided and assisted in. I see this as a new dawn for GoldStone and, speaking on behalf of the Board, we are all extremely eager to ramp up production and, subject to availability of capital, conduct further exploration drilling to begin to unlock the true value of the Homase and Akrokeri Projects.

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 stood down from the Board of Directors on 1 April 2024. 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, 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

Non-Executive Chair

Chief Executive Officer's REPORT

Whilst our operational efforts during 2023 were perhaps overshadowed by corporate and financial developments in the year, I am proud to say that our team on site continue to work towards the realisation of our production and expansion objectives at the Homase Project and the Akrokeri Underground Mine, located in Ghana.

The Company's strategy remains optimising current production at our first productive asset, the Homase Open Pit Mine. In the first half of the year, as announced in May 2023, the Company acquired front-end loaders, tractor and excavators, and the required plant, including a second stacker and vibrating screens, were delivered to site, with the objective of ramping up production at Homase.

The Company 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 and a second screen has been ordered, with the additional 30 metres of conveyors are to be fabricated. The Company 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 145,000 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, approximately 1,250 ounces (39 kilos) of fine gold was produced and shipped.

Notwithstanding the process plant challenges experienced during 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, the Homase Mine has not yet achieved consistent positive site-level cash flow, 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 were implemented during 2023 and will continue through 2024.

The second strand of our planned strategy for H2 2024 is the continued exploration within the licence areas of the Company's two prospecting Licences that encompass the expansion of the Homase Mine and at the former underground mine at Akrokeri

Continuous desktop reviews of historical exploration datasets for the Homase mine and its extended mineralised trend (announcement 20 June 2018) that extends north-east and south-west of the current Homase Mine and is open at depth. Within the Homase mining lease, the mineralised zone extends over NNE-SSW distance of approximately 5km and this includes a substantial deeper gold resource of c. 600,000 oz underlying and NNE of the Homase pit. There is also a parallel zone (Adubriem) around 800 m in length within the exploration permit area that has yet to be systematically explored.

Historical records that there was significant close spaced drilling undertaken beneath the former pit mined by Ashanti Goldfields Corporation's ("AGC" - now AngloGold Ashanti), between 2002 and- 2003, and it is evident that the grade improves markedly at depth with the transition through 5-10 m of transition ore to sulphide ore. This former AGC pit is referred to as Pit 4 under the current mine plan.

Notwithstanding the mineralogical changes with depth, the oxide cap that is currently being mined along the Homase trend is some 40-50 metres thick and averages 1.1g/t

The Company is fortunate to have the feasibility study and metallurgical testwork data that was undertaken by AGC in the early 2000's and this shows that the primary sulphide ore is predominantly non-refractory. Drilling beneath the AGC pit (now Pit 4) was in places drilled at 25 m intervals along strike and has allowed the Company to identify an in-house resource of 41,702 oz gold with a grade of 6 g/t to an inclined depth of 60 m, the overall dip of the ore zone being steep to near-vertical.

The Company intends to undertake further drilling of this section of the Homase trend, including Pits 1-4, targeting the primary ore at vertical depths of 50-120 m, with the objective of exploiting the deeper ore via the existing open-pitting operation.

Exploration development of the formerly producing Akrokeri Underground Mine remains a key pillar of our expanded exploration strategy. In April 2023 the Company provided a comprehensive update on the diamond drilling undertaken in 2022 at Akrokeri. This diamond drilling programme at Akrokeri, confirmed 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, with significant intercepts 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 of the drilling, which comprised a total of 20 diamond drillholes, 14 probing the southern extension of the South Shaft and the remaining six holes around the North Shaft, showed the wide mineralised lode hosting gold at 4.1m @ 11.01 g/t, including 1m @ 41.04 g/t in hole 22AKDD002. The results give strong grounds for continued exploration and further core drilling at Akrokeri.

Corporate and Financial Review

Losses from operations for the 12 months to 31 December 2023 were US$2,687,330 (2022: loss US$674k).

The financial statements at year end show the Group's balance sheet, with net assets standing at US$9.2 million against net assets of US$12.8 million at the end of the previous year.

Cash and cash equivalents as at 31 December 2023 were US$121k (2022: US$113k).

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 requirements and potential future funding. The accounts and forecasts are regularly reviewed and challenged by the Board.

Post Period Developments

On 3 January 2024, the Company announced a Standstill Agreement with AIMSL in respect of its gold loan agreement to 29 June 2024, which was subsequently extended to 31 December 2025. In January 2024, the Company also appointed Angela List as Chair of the Board, and for an operational management team to be mobilised to GoldStone's operations. The Standstill Agreement allowed for the Company to complete a fundraise which raised gross proceeds of £834,000, as announced on 23 May 2024 (the "Fundraise").

In addition to the fundraise, AIMSL 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"), 52,800,000 Conversion Shares were allotted, representing approximately 300 oz of the 578.4 oz of gold interest accrued on the Gold Loan to 31 December 2023. This is in order to ensure AIMSL's interest in the Company remains below 30% of the Company's issued share capital on Admission. The balance of the Conversion Shares will be issued to AIMSL in due course on the same terms at such time as this can be achieved without increasing AIMSL's interest in the Company's Ordinary Shares above 30%. The resulting share issue to AIMSL is 194,800,000 ordinary shares representing 29.68%.

As part of the Standstill Agreement, Mr Campbell Smyth was appointed as a Non-Executive Director, as the nominee director of AIMSL on the 5 June 2024.

In 2024 to date, the Company has produced approximately 1,350oz, averaging 225 oz of gold per month, from the Homase Mine in 2024 to date, and the Board believes production can be maintained at least at this rate over the coming months. The Company may, in due course, seek to raise additional capital to support increasing its rate of production and additional exploration activities to increase the Company's resource base, and to reduce creditors.

Risk management

The Board has identified the following as being principal strategic and operational:

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 country of operation is 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 regulation 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 2023 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, which holds the secured Gold Loan of 2,000 troy ounces, @ USD1,500/ounce, evaluating to US$3.0 million, supported the Group by agreeing to a number of deferments of interest payments throughout 2021 and 2022, and 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 Chair and operational team at the Homase mine.

The Company announced on 23 May 2024 that it has raised £834,000 before expenses by way of a Subscription of, in aggregate, 83,400,000 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. AIMSL, subscribed for 20 million ordinary shares, taking their holding to 142 million ordinary shares.

In addition to the fundraise, AIMSL 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"), 52,800,000 Conversion Shares were allotted, representing approximately 300 oz of the 578.4 oz of gold interest accrued on the Gold Loan to 31 December 2023. This is in order to ensure AIMSL's interest in the Company remains below 30% of the Company's issued share capital on Admission. The balance of the Conversion Shares will be issued to AIMSL in due course on the same terms at such time as this can be achieved without increasing AIMSL's interest in the Company's Ordinary Shares above 30%. The resulting share issue to AIMSL is 194,800,000 ordinary shares representing 29.68%.

The Board believes that the Fundraise, in conjunction with the Group's ongoing revenues and creditor arrangements, provides sufficient working capital for continued operations.

Emma Priestley

Chief Executive Officer

Consolidated statement of financial position

as at 31 December 2023

items that may be reclassified subsequently to profit and loss:

Other non-cash changes relate to interest accruing on the gold loan.

Notes to the consolidated financial statements

for the year ended 31 December 2023

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$121k as at 31 December 2023 (2022: US$113k).

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, the conditions of which included a plan to repay the loan from July 2024 and a change in Chairman and the operational team at the Homase mine. A further agreement then extended the standstill period 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. The Board is taking appropriate professional advice, but in the event that a solution cannot be achieved and the outstanding principal amount of the Gold Loan and accrued interest thereon (which as of 31 December 2023 amounted to, in aggregate, 2,449 ounces of gold) as of 10 April 2024, the Company extended 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 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 has improved 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 83,400,000 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.

• ore reserves and resources
• mine rehabilitation provision
• valuation of share warrants

The fair value of warrants and the employee share option scheme is calculated at the grant date using the intrinsic value as the share price never exceeded the warrant exercise price. 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.
• 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. The loan is repayable in ounces of gold at a pre-determined rate, with interest accruing in ounces. Gold prices at the year end are used to convert these amounts into a US dollar value. Ounces of mined gold used as repayment are recorded and recognised as revenue in the financial statements.

• 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 intrinsic value as the share price never exceeded the warrant exercise price. 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, 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
• provisions
• general
• rehabilitation provision
• related parties
• Entities under common control; and
• Key management personnel.
• taxation
• inventories

Finished goods consist of doré 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 2023:

• Amendments to IFRS 17, IAS 8, IAS 1 and IAS 12.

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.

• Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between and investor and its associate or joint venture;
• Amendments to IFRS 16: Lease liability in a sale and leaseback;
• Amendments to IAS 1: Non-current liabilities with covenants;

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.

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$10,529 (2022: US$1,191,427) used to repay the Gold Loan Facility, set out in the Consolidated Statement of Cash Flows and in note 18.

operating segments

information about reportable segments for the year ended 31 December 2023

information about reportable segments for the year ended 31 December 2022

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

reconciliation of property, plant and equipment - 31 December 2023

* Includes a provision for rehabilitation costs of $821,622 (2022: $821,622). The opening balance includes transfer from intangible assets of $15,086,412 (refer to note 10).

Exchange losses on opening assets of $1,432,908 (2022: $2,634,053) were recognised in the financial statements.

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

At the Homase Mine Heap Leach Operation, from the process recovery sheet, it has been calculated that there is 25.3 kilos of gold, 813.29 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 and classed within the stockpile. The gold price as at 31 December 2023 was USD2063.45.

The GIP calculated for 2022 was calculated as 66.3 kilos which was valued as zero due to 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. Therefore the 2022 GIP was incorporated into the current JORC Resource, at 602,000 ounces.

cash and cash equivalents

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

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

• 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 (2022: 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 2023 was based on the losses attributable to ordinary shareholders of US$2,687,330 (2022: US$674,413), and an average number of ordinary shares in issue of 498,513,333 (2022: 474,744,043).

share based payment arrangements

At 31 December 2023, 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 2023 or 31 December 2022.

reconciliation of outstanding share options

There are no options outstanding at 31 December 2023 or 31 December 2022.

warrants

There were 60,000,000 warrants granted 27 January 2023 for a two-year period following the grant date. The value of the warrants issued was valued at $nil. As the share price was never above the exercise price of the warrant in the financial year ended 31 December 2023, this the intrinsic value was a negative amount, coupled with the fact that the company was suspended for 6 months of the financial year.

reconciliation of outstanding warrants

the number and weighted average exercise prices

The warrants outstanding as at 31 December 2023 have a weighted exercise price of 4.0p and weighted average life was 1 year.

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 18 for further details. The amount capitalised during the year was US$nil (2022: US$nil).

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 18 for further details. The amount capitalised during the year was US$nil (2022: US$nil).

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 18 for further details. The amount capitalised during the year was US$nil (2022: US$nil).

borrowings

Loan notes

On 27 January 2023 the parent Company, Goldstone Resources Limited ("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 Goldstone Akrokeri Limited ("GAK") 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

Loan Notes (continued)

• 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.

Gold Loan

The Company entered into a loan agreement with Asian Investment Management Services Limited ("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.

As part of the fundraise, on 23 May 2024, AIMSL 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"), 52,800,000 Conversion Shares were allotted, representing approximately 300 oz of the 578.4 oz of gold interest accrued on the Gold Loan to 31 December 2023. This is in order to ensure AIMSL's interest in the Company remains below 30% of the Company's issued share capital on Admission. The balance of the Conversion Shares will be issued to AIMSL in due course on the same terms at such time as this can be achieved without increasing AIMSL's interest in the Company's Ordinary Shares above 30%. The resulting share issue to AIMSL is 194,800,000 ordinary shares representing 29.68%.

trade and other payables

contingent liabilities

Goldstone Akrokeri Limited has a contingent liability for 2,913,448 Ghanian Cedi equivalent to US$ 191,007 to cover the litigation cases for alleged land and crop compensation disputes.

• financial instruments
• financial risk management

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$) and Ghanaian Cedis (GHS), or Euro at the pre-agreed price and converted (if necessary) as soon as payment needs to occur. Currency conversions and provisions for expenditure are only made as soon as debts are due and payable. The Group is therefore exposed to currency risk in so far as its liabilities are incurred in Ghanaian Cedi and fluctuations occur due to changes in the GHS/US$ 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:

A strengthening (weakening) of GBP or GHS against all other currencies at 31 December 2023 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.

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 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:

The total amount payable to the highest paid director in respect of emoluments was US$175,000 (2022: US$127,500). No directors exercised any share options during the year (2022: 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$64,846 of outstanding fees accrued and unpaid to 31 December 2022 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.

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$104,620 (2022: US$329,288), 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:

(*) Held indirectly via GoldStone Akrokeri Limited

ultimate controlling party

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

subsequent events

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, this has subsequently been extended until 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 raised £834k before expenses by way of a Subscription of, in aggregate, 83,400,000 new Ordinary Shares of 1 penny par value each in the capital of the Company at a price of 1 penny per Ordinary 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 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").

The Company received funds in respect of its subscription to raise total gross proceeds of £834,000, and accordingly, issued 83,400,000 Subscription Shares, 52,800,000 Conversion Shares, 14,090,000 Director Fee Conversion Shares and 7,500,000 Adviser Fee Shares, with corresponding 104,990,000 Warrants.

As a result of, inter alia, completion of the Fundraise, and following publication of the Accounts on 10 April 2024, trading in the Company's Ordinary Shares on AIM was restored at 7.30 a.m. on 23 May 2024.

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.

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

It was announced on 5 June 2024, that as part of the Standstill Agreement, Mr Campbell Smyth was appointed as a Non-Executive Director, as the nominee director of AIMSL.