Final Results
FY24 loss widened to US$4.1m but Homase gold mine production improved, particularly in H2 2024 and into 2025.
- Loss from operations US$4.1 million (prior US$2.7 million)
- Net assets US$10.5 million (prior US$9.2 million)
- Cash and cash equivalents US$96k (prior US$121k)
- Homase production H1 2025 approximately 1,847.19 troy ounces
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2024 was a busy and significant period for GoldStone Resources Limited, during which we built on the essential foundations laid in 2023 and entered the year with a renewed focus on operational improvements and financial stabilisation. I am pleased to report that the efforts of the entire team are bearing fruit and that we remain confident and enthusiastic about the Group's ability to transition into a profitable mining company.
Following a challenging start to 2024, our production profile at the Homase Gold Project in the Ashanti Region of Ghana improved considerably during the final quarter of the year. This positive momentum has continued into 2025, with consistent and improving production levels that reflect the changes implemented at site. This includes enhancements in equipment and processes that are now delivering measurable results in both output and recovery rates.
On the corporate side, the Group has taken important steps to strengthen its financial position and improve its balance sheet, reducing financial pressure and ensuring that GoldStone is positioned strongly, as gold production continues to ramp up throughout 2025 and into 2026. The standstill agreement with Asian Investment Management Services Limited ("AIMSL") remains in place, with the repayment now deferred to the end of 2025. This will allow the Group to focus on further operational improvements and strategic planning.
The operational team at Homase has demonstrated exceptional commitment and resilience, driving the turnaround in performance on the ground. As we continue through 2025, our priority remains to build on this progress, both in terms of production and efficiency, while assessing the most viable methods for further unlocking value from the Homase and Akrokeri licence areas.
The strength of the gold market continues to underpin this strategic direction. In 2024 and into 2025, gold prices remained robust, driven by persistent global macroeconomic uncertainty, geopolitical instability, and continued investor appetite for safe-haven assets. This favourable price environment enhances the value of each incremental improvement we make at both Homase and Akrokeri and supports our efforts to generate sustainable cash flow. With our low-cost, scalable production model and improving operational performance, GoldStone is well positioned to capitalise on the current market dynamics. As we continue to de-risk operations and improve efficiency, we believe we are strongly placed to benefit from the upside of a resilient gold price and to deliver long-term value to shareholders.
As Chair, I remain encouraged by the collaborative spirit and technical focus across the Group. Our management team, both in Ghana and at the corporate level, has shown commendable tenacity and professionalism. I would also like to acknowledge the invaluable contribution of our shareholders, whose support and patience have allowed us to navigate through a difficult period and emerge stronger.
With Homase in production, exploration upside, and a clear pathway to scaling operations, we believe that 2025 will be an important year for GoldStone. We look forward to updating the market on our continued progress.
Angela List
Non-Executive Chair
Chief Executive Officer's REPORT
2024 has been a year of steady operational improvement and important corporate progress for GoldStone. Our primary focus remained the continued optimisation of production at the Homase Open Pit Mine in Ghana, while also working to strengthen the Group's financial and governance framework. I am pleased to report that the steps that we have taken are yielding tangible results.
Production at Homase improved significantly in the second half of 2024 and this upward trend has continued into 2025. We have seen consistent growth in throughput and gold production, following the introduction of enhanced equipment and a more robust plant configuration. This performance marks a critical shift towards our longer-term objective of achieving stable, profitable gold output and site-level cashflow.
During 2024, the Group focused heavily on ensuring that the corporate and executive functions are appropriately structured to support our growing operational footprint. This included refining our management processes, improving cost controls, and ensuring compliance across all areas of our business. In parallel, we have continued to assess capital needs in line with operational demands, always with a view to maintaining financial prudence.
As we look forward, our strategy remains twofold: to optimise and expand production at Homase, and to further explore the broader mineralised trend and deeper sulphide ore zones within our mining lease. The Homase Mine maintains the average 48,000 tonnes of agglomerated stacked ore per month, with mining operations and heap leach processing, the targets remain on track. Preparatory work for the expansion of Pit 1 continued in H1 2025, with the pushback of the benches to allow access to the ore. Mining operations recommenced in April 2024, and average grades are 1-1.2 g/t, which with increased stacking and the continued improvement in leach kinetic rates is expected to facilitate the achievement of our production target over the coming months, H2 2025.
To further support the expansion of both mining and processing operations throughout 2025, operations continue to advance on the second lift of pads 3 and 4 and the extension to Cell 5 is now completed. The civil engineering work continues for the construction of Cells 6 and 7 and we should be in a position to provide an update on this work in the coming weeks.
The team is also eager to review exploration targets at the Akrokeri Underground Mine, which remains a core asset within our longer-term development strategy. We intend to expand our exploration activities at Akrokeri and further information will be provided in due course.
Finally, I would like to thank the entire team, both in Ghana and across our corporate functions, for their commitment and hard work during what has been a year of meaningful progress. I am also grateful to our shareholders for their continued support and patience as we navigate the complexities of building a sustainable gold production business. We continue through 2025 with renewed focus, a clear strategy, and optimism about what lies ahead for GoldStone.
Corporate and Financial Review
Losses from operations for the 12 months to 31 December 2024 were US$4.1 million (2023: loss US$2.7 million).
The financial statements at year end show the Group's balance sheet, with net assets of US$10.5 million against net assets of US$9.2 million at the end of the previous year.
Cash and cash equivalents as at 31 December 2024 were US$96k (2023: US$121k).
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 were due for redemption on 30 November 2024. At the election of BGL, the Loan Notes (together with accrued interest to date) were converted on 20 December 2024 into 85,859,062 new ordinary shares of 1p each in the Company at a price of 3.25p per Ordinary Share (the "Conversion Shares"). Issue of the Conversion Shares constituted a full and final redemption of the outstanding principal amount of the Convertible Loan Notes and all accrued interest thereon, which amounted to £2,790,420 on the Conversion Date, 20 December 2024. On the Conversion Date, in consideration of the Conversion Agreement, the Company issued a further 61,833,246 new Ordinary Shares to Devonport (the "Consideration Shares"). The Conversion Shares and Consideration Shares amounted to, in aggregate, 147,692,308 new Ordinary Shares, equal to approximately 16 per cent of the issued share capital of the Company at that time. The Conversion was completed on the 28 January 2025, post period end, when the 147,692,308 new ordinary shares were delivered.
The warrants held by BGL to subscribe for up to 60,000,000 Ordinary Shares at a price of 4 pence per share, exercisable at any time until 26 January 2025, have lapsed.
The Group prepares regular management accounts and financial forecasts to monitor performance which are regularly reviewed and challenged by the Board. The Group may, in due course, seek to raise additional capital to support increasing production rates and additional exploration activities to increase the Group's resource base, and to reduce creditors.
Post Period Developments
On 28 January 2025, the Group announced the completion of the conversion of the BGL Loan, with the delivery of the 147,692,308 ordinary shares. The warrants held by BGL to subscribe for up to 60,000,000 Ordinary Shares at a price of 4p per share, exercisable at any time until 26 January 2025, have lapsed.
The Standstill Agreement with AIMSL in respect of its gold loan agreement to 29 June 2024, was subsequently extended to 31 December 2025.
As announced on the 28 March 2025, AIMSL converted 247.72 troy ounces of gold, part of the accrued interest, that was reported for the period end 31 December 2024, the conversion was for 49,003,680 new ordinary shares. This was the balance of ordinary shares allotted to AIMSL under Resolution 7c of the 2024 AGM, where 101,803,680 new ordinary shares were approved, but only 52,800,000 ordinary shares were allotted to AIMSL. The Balance of the Gold Loan, upon conversion, with the principal of the Gold Loan as 1,871.43 troy ounces, and 495.20 troy ounces in interest. Announced on the 25 June 2025, AIMSL informed the Company that it had bought shares in the market, increasing its shareholding by 5,810.172 ordinary shares, the resulting share issue to AIMSL is 249,613,852 ordinary shares representing 26.03% of the Company's issued share capital.
For the post period end, January 2025 to June 2025, the Group has produced approximately 1,847.19 troy ounces, from the Homase Mine for an average of 370 troy ounces per month and the and the Board believes production will increase incrementally over the coming months.
In February 2025 the Group's subsidiary, Goldstone Akrokeri Limited, entered into a Reclamation Bond Guarantee in favour of the Ghanaian Environmental Protection Authority for the sum of US$721,027.20. This is a requirement of Ghanaian legislation and is in respect of the subsidiary company's obligations in relation to the reclamation of the mining lease land.
Risk management
The Board has identified the following as being principal strategic and operational risks:
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 affect the global economy, which 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. Most recently the Ghanaian Government has announced the new Ghana Gold Board Act ("GoldBod") passed on 29 March 2025, which has been established in relation to trading prohibitions on the local gold trading market in Ghana with effect from 30 April 2025. This will not affect mining leaseholders such as Goldstone.
Accordingly, in line with the original sales agreements from 2022, that the Ministry of Mines approves for mining leaseholders, it was set out that leaseholders should sell 20% of production to the Bank of Ghana. With the formation of the new GoldBod, it has been agreed that the mining leaseholders will sell the 20% of production to the GoldBod at a 1% discount to the London LBMA spot price on the day of sale. This is in line with all mining leaseholders. The Board does not foresee any impact on the Company or its operations.
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 Group 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 Group 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 2024 financial year, no lost-time injuries, and with 744 hours of safety training and an 8.1% compound annual TRIFR improvement over 2023 and 2024, 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 is operating. These include the following:
Supporting local communities
- Majority local Workforce 57% from Amansie and Adnasie Regions and 42% from surrounding communities
- Buying goods and services locally 45% within 100km and 35% Nationally
- Providing clean water - 800 people
- Education support - 400 children
- Roads and infrastructure
Environmental stewardship
- Maintain minimal footprint with no tailings dam
- Zero activity within primary forest
- Remediation of illegal mining areas
- Low carbon intensity
- 25% Materials recycled - hydrocarbon waste, metal scraps and plastics
- Nursery for indigenous plants for remediation
- financial
AIMSL, which holds the secured Gold Loan of 2,000 troy ounces, @ USD1,500/ounce, amounting to US$3.0 million, supported the Group by agreeing to a number of deferments of interest payments throughout 2021 to 2025 (post year end conversion), and continues to support the Group. As announced on 3 January 2024, the Group 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 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 1p par value each in the capital of the Group 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, which at the time took 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.
The balance of the Conversion Shares, 49,003,680 ordinary shares, as set out at Resolution 7c of the 2024 AGM, were issued to AIMSL, announced on the 28 March 2025. For the conversion, AIMSL converted 247.72 troy ounces of gold, part of the accrued interest, that was reported for the period end 31 December 2024, for the conversion shares, 49,003,680 new ordinary shares. The Balance of the Gold Loan, upon conversion, the principal of the Gold Loan is 1,871.43 troy ounces, with 495.20 troy ounces in interest. Announced on the 25 June 2025, AIMSL informed the Company that it had bought shares in the market, increasing its shareholding by 5,810.172 ordinary shares, the resulting share issue to AIMSL is 249,613,852 ordinary shares representing 26.03% of the Company's issued share capital.
The Company announced on 21 August 2024, that it has raised £600,000 by way of a subscription by an institutional investor for, in aggregate, 57,142,857 new ordinary shares of 1 penny par value each in the capital of the Group at a price of 1.05 pence per Subscription Share, this represented 8% of the Group's share capital.
It was announced on the 24 October 2024 that £176,000 was raised by way of a subscription by an institutional investor for, in aggregate, 16,761,905 new ordinary shares of 1 penny par value each in the capital of the Group at a price of 1.05 pence per Subscription Share. In addition, the Group also agreed with a creditor on behalf of its subsidiary GoldStone Akrokeri Ltd for the conversion of £234,000 (US$300,000) of its debt into 22,285,714 new Ordinary Shares (the "Conversion Shares").
The Board believes that the Fundraises, 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 2024
| in united states dollars | note | 31 December 2024 | 31 December 2023 |
|---|---|---|---|
| Assets | |||
| non-current assets | |||
| property, plant and equipment | 9 | 20,424,671 | 19,429,551 |
| total non-current assets | 20,424,671 | 19,429,551 | |
| current assets inventory | 12 | 2,953,074 | 2,189,375 |
| trade and other receivables | 11 | 690,529 | 567,597 |
| cash and cash equivalents | 13 | 95,782 | 121,432 |
| total current assets | 3,739,385 | 2,878,404 | |
| total assets | 24,164,056 | 22,307,955 | |
| Equity | |||
| share capital - ordinary shares | 15 | 10,105,549 | 6,865,393 |
| share capital - deferred shares | 15 | 6,077,013 | 6,077,013 |
| share premium | 15 | 35,275,221 | 35,218,946 |
| foreign exchange reserve | 15 | (5,336,004) | (6,910,817) |
| capital contribution reserve | 15 | 555,110 | 555,110 |
| share options reserve | 15, 17 | - | - |
| accumulated deficit | 15 | (36,143,673) | (32,584,552) |
| total equity | 10,533,216 | 9,221,093 | |
| Liabilities | |||
| non-current liabilities | |||
| provision for rehabilitation | 14 | 1,008,148 | 821,622 |
| total non-current liabilities | 1,008,148 | 821,622 | |
| current liabilities | |||
| trade and other payables | 19 | 3,122,225 | 4,132,471 |
| borrowings | 18 | 9,500,467 | 8,132,769 |
| total current liabilities | 12,622,692 | 12,265,240 | |
| total liabilities | 13,630,840 | 13,086,862 | |
| total equity and liabilities | 24,164,056 | 22,307,955 | |
| Consolidated statement of comprehensive income | |||
| for the year ended 31 December 2024 | |||
| in united states dollars | note | year ended 31 December 2024 | year ended 31 December 2023 |
| revenue | 5 | 4,951,071 | 2,197,660 |
| cost of sales | 7 | (3,728,443) | (936,480) |
| Gross profit | 1,222,628 | 1,261,180 | |
| administrative expenses | 7 | (3,334,027) | (2,559,369) |
| operating loss | 7 | (2,111,399) | (1,298,189) |
| finance costs | 8 | (2,039,118) | (1,389,141) |
| loss before and after tax from continuing operations | (4,150,517) | (2,687,330) | |
items that may be reclassified subsequently to profit and loss:
| in united states dollars | note | 31 December 2024 | 31 December 2023 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| foreign exchange translation movement | 2,166,209 | (980,763) | |||||||
| total comprehensive loss for the year | (1,984,308) | (3,668,093) | |||||||
| 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) | 16 | (0.007) | (0.005) | ||||||
| Consolidated statement of changes in equity | |||||||||
| For the year ended 31 December 2024 | |||||||||
| in united states dollars | note | share capital ordinary shares | share capital deferred shares | share premium | foreign exchange reserve | capital contribution reserve | share options reserve | accumulated deficit | total equity |
| balance as at 31 December 2022 | 6,836,778 | 6,077,013 | 35,143,117 | (5,930,054) | 555,110 | - | (29,897,222) | 12,784,742 | |
| total loss for the year | - | - | - | - | - | - | (2,687,330) | (2,687,330) | |
| translation movement | - | - | - | (980,763) | - | - | - | (980,763) | |
| total comprehensive loss for the year | - | - | - | (980,763) | - | - | (2,687,330) | (3,668,093) | |
| share issue | 15 | 28,615 | - | 75,829 | - | - | - | - | 104,444 |
| Balance as at 31 December 2023 | 6,865,393 | 6,077,013 | 35,218,946 | (6,910,817) | 555,110 | - | (32,584,552) | 9,221,093 | |
| total loss for the year | - | - | - | - | - | (4,150,517) | (4,150,517) | ||
| translation movement | - | - | - | 1,574,813 | - | - | 591,396 | 2,166,209 | |
| total comprehensive loss for the year | - | - | - | 1,574,813 | - | - | (3,559,121) | (1,984,308) | |
| share issue | 15 | 3,240,156 | - | 56,275 | - | - | - | - | 3,296,431 |
| Balance as at 31 December 2024 | 10,105,549 | 6,077,013 | 35,275,221 | (5,336,004) | 555,110 | - | (36,143,673) | 10,533,216 | |
| Consolidated statement of cash flows | |||||||||
| for the year ended 31 December 2024 | |||||||||
| In united states dollars | note | year ended 31 December 2024 | year ended 31 December 2023 | ||||||
| cash flow from operating activities | |||||||||
| operating loss for the year before and after tax | (4,150,517) | (2,687,330) | |||||||
| adjusted for: | |||||||||
| - finance costs | 8 | 2,039,118 | 1,389,141 | ||||||
| - depreciation | 9 | 236,220 | 288,653 | ||||||
| - gold loan settlement | - | (10,529) | |||||||
| - director and senior management fees | - | 104,444 | |||||||
| - foreign exchange differences | 3,635,014 | 500,139 | |||||||
| - changes in working capital | (1,710,351) | (1,287,006) | |||||||
| net cash generated from/(used in) operating activities | 49,484 | (1,702,488) | |||||||
| cash flow from investing activities | |||||||||
| acquisition of property, plant and equipment | 9 | (2,670,952) | (1,183,526) | ||||||
| net cash used in investing activities | (2,670,952) | (1,183,526) | |||||||
| cash flow from financing activities | |||||||||
| gold loan | 2,593,343 | - | |||||||
| repayment from bond issues | 18 | (3,602,879) | - | ||||||
| proceeds from loan notes | 338,116 | 2,942,128 | |||||||
| proceeds from share issues | 3,296,431 | - | |||||||
| net cash generated from financing activities | 2,625,011 | 2,942,128 | |||||||
| net increase/(decrease) in cash and cash equivalents | 3,543 | 56,114 | |||||||
| cash and cash equivalents at beginning of the year | 13 | 121,432 | 113,312 | ||||||
| effect of exchange rate fluctuations on cash held | (29,193) | (47,994) | |||||||
| cash and cash equivalents at end of the year | 13 | 95,782 | 121,432 | ||||||
Notes to the consolidated financial statements
for the year ended 31 December 2024
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 with a material uncertainty related to going concern. 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 will be building production up with existing cash resources and available facilities.
The Group had available cash of US$96k as at 31 December 2024 (2023: US$121k), a loss of US$2.0 million (2023: US$3.7 million) and net current liabilities of US$8.9 million (2023: US$9.4 million).
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 into 2024, continues to support the Company.
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, but there can be no guarantee that such an agreement can be reached. 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 2024 amounted to, in aggregate, principal 1,871.43 troy ounces of gold and interest 642.93 troy ounces) cannot be repaid or rescheduled prior to 31 December 2025, security over the Company's primary assets could potentially be enforced. Post year end, 28 March 2025, a further conversion of interest was made which then amounted to, in aggregate, principal 1,871.43 troy ounces of gold and interest 495.20 troy ounces.
The Group commenced commercial production in January 2022, which was later than previously anticipated due to permitting issues. Subsequent operational setbacks have also impacted production, and therefore the Company has not yet delivered the revenue levels expected. The CLN investment in January 2023 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 stacking continued through 2024, with improved revenues.
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.
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. The Board is confident that with the continued support of the shareholders, and the confidence that the Board will be able to raise further funding if and when required, then 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.
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, the presentation currency of the Group and the functional currency of the Parent Company. The functional currency of the subsidiary is Ghanaian Cedi.
- 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 there are indicators of impairment, 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 assets 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.
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 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.
Interest paid on the gold bullion loan is recorded as a transaction through the statement of comprehensive income as the extracted gold used in settlement would otherwise generate an income. The value attached to repayments is based on the open market rate of troy ounce in United States Dollars on the date of payment.
going concern
The directors have used judgment based on experience within the industry within which they operate to prepare these accounts on a going concern basis. Like other early development companies, they are continuing to seek external finance and/or funding, which can be crucial for the continuation and expansion of production and exploration. The Board are acutely aware that additional capital may be required to enhance and increase production, which is an industry standard. The Directors have therefore chosen a going concern basis, based upon their past success in raising capital and debt facilities.
- material 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.
Convertible loan notes
The convertible loan notes are initially recognised at cost and then accrued interest is added over the holding period. The loan notes may be converted to share capital in the Company at the request of the holder at an agreed conversion price. On conversion the loan note value will be recognised in equity.
- share capital
- deferred shares
Deferred shares are classified as equity and held separately from other reserves.
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, on the following bases:
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 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. With reference to the gold loan any repayments are recognised as revenue.
- 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 2024:
- 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
- Amendments to IAS 21 - Lack of Exchangeability
- IFRS S1, 'General requirements for disclosure of sustainability-related financial information
- IFRS S2, 'Climate-related disclosures'
- Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments
- IFRS 18, Presentation and Disclosure in Financial Statements
- IFRS 19, Subsidiaries without Public Accountability
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 dollars | 31 December 2024 | 31 December 2023 |
|---|---|---|
| gold bullion concentrate | 4,946,855 | 2,196,340 |
| silver bullion concentrate | 4,216 | 1,320 |
| Total | 4,951,071 | 2,197,660 |
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 figure includes 2,155.69 troy ounces of gold. 151,95 troy ounces of silver (2023: 1,257.25 troy ounces of gold. 59.22 troy ounces of silver).
In 2024, US$Nil (2023: US$10,529) was 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 2024
| in united states dollars | exploration | corporate | total per consolidated statement of comprehensive income/statement of financial position |
|---|---|---|---|
| reportable segment revenue | 4,951,071 | - | 4,951,071 |
| reportable segment cost of sales | (3,728,443) | - | (3,728,443) |
| administrative expenses | (1,425,009) | (1,909,018) | (3,334,027) |
| finance costs | - | (2,039,118) | (2,039,118) |
| reportable segment expenditure | (1,425,009) | (3,948,136) | (5,373,145) |
| reportable segment loss | (202,381) | (3,948,136) | (4,150,517) |
| reportable segment non- current assets | 20,424,671 | - | 20,424,671 |
| reportable segment current assets | 3,695,316 | 44,069 | 3,739,385 |
| total reportable segment liabilities | (3,431,081) | (10,199,759) | (13,630,840) |
information about reportable segments for the year ended 31 December 2023
| in united states dollars | exploration | corporate | total per consolidated statement of comprehensive income/statement of financial position |
|---|---|---|---|
| reportable segment revenue | 2,197,660 | - | 2,197,660 |
| reportable segment cost of sales | (936,480) | - | (936,480) |
| administrative expenses | (1,543,271) | (1,016,098) | (2,559,369) |
| finance costs | - | (1,389,141) | (1,389,141) |
| reportable segment expenditure | (1,543,271) | (2,405,239) | (3,948,510) |
| reportable segment profit/(loss) | (282,091) | (2,405,239) | (2,687,330) |
| reportable segment non- current assets | 19,429,551 | - | 19,429,551 |
| reportable segment current assets | 2,650,999 | 67,263 | 2,718,262 |
| total reportable segment liabilities | (4,387,551) | (8,539,169) | (12,926,720) |
| 7. expenses by nature | |||
| in united states dollars | 31 December 2024 | 31 December 2023 | |
| cost of sales | |||
| community, environmental and H&S costs | 41,603 | 128,956 | |
| engineering and maintenance | 398,451 | 224,230 | |
| mining costs including stock movement | 2,094,136 | (977,065) | |
| processing costs | 956,806 | 1,326,897 | |
| human resource costs | 237,447 | 233,462 | |
| Total | 3,728,443 | 936,480 | |
| in united states dollars | 31 December 2024 | 31 December 2023 | |
| administrative expenses | |||
| finance and administration costs | 3,334,027 | 2,559,369 | |
| Total | 3,334,027 | 2,559,369 | |
| The operating loss is stated after charging: | |||
| in united states dollars | year ended 31 December 2024 | year ended 31 December 2023 | |
auditor's remuneration in respect of audit of the financial statements
| - Group auditor | 36,750 | 39,312 |
| - subsidiary auditor | 981 | 154 |
| depreciation | 236,220 | 288,653 |
| foreign exchange difference | 1,439,612 | 637,154 |
| 8. finance costs | ||
| in united states dollars | year ended 31 December 2024 | year ended 31 December 2023 |
| loan derivative and interest | 2,039,118 | 1,389,141 |
| Total | 2,039,118 | 1,389,141 |
The Loan derivatives and interest are attributable to fair value movements on the AIMSL gold loan due to open market prices on gold.
property, plant and equipment
| in united states dollars | cost | accumulated depreciation | accumulated exchange movement | carrying value |
|---|---|---|---|---|
| producing mine* | 24,715,818 | (209,803) | (5,161,045) | 19,344,970 |
| land and buildings | 9,511 | (198) | - | 9,313 |
| computer equipment | 44,230 | (39,058) | (3,813) | 1,359 |
| office equipment | 108,227 | (84,920) | (5,131) | 18,176 |
| field/geological equipment | 1,952,497 | (670,755) | (329,840) | 951,902 |
| motor vehicles | 138,973 | (33,277) | (6,745) | 98,951 |
| Total | 26,969,256 | (1,038,011) | (5,506,574) | 20,424,671 |
| in united states dollars | cost | accumulated depreciation | accumulated exchange movement | carrying value |
| producing mine* | 22,103,444 | (158,123) | (3,866,864) | 18,078,457 |
| computer equipment | 71,881 | (54,898) | (2,301) | 14,682 |
| office equipment | 125,847 | (125,852) | 5 | - |
| field/geological equipment | 1,914,238 | (410,412) | (194,323) | 1,309,503 |
| motor vehicles | 82,894 | (52,506) | (3,479) | 26,909 |
| Total | 24,298,304 | (801,791) | (4,066,962) | 19,429,551 |
reconciliation of property, plant and equipment - 31 December 2024
| in united states dollars | carrying value opening balance | additions | depreciation | exchange movement | transfer | carrying value ending balance |
|---|---|---|---|---|---|---|
| producing mine* | 18,078,457 | 2,024,649 | (51,680) | (1,294,181) | 587,725 | 19,344,970 |
| land and buildings | - | 9,511 | (198) | - | - | 9,313 |
| computer equipment | 14,682 | (20,899) | 15,840 | (1,512) | (6,752) | 1,359 |
| office equipment | - | (44,576) | 40,932 | (5,136) | 26,956 | 18,176 |
| field/geological equipment | 1,309,503 | 636,423 | (260,343) | (135,517) | (598,164) | 951,902 |
| motor vehicles | 26,909 | 65,844 | 19,229 | (3,266) | (9,765) | 98,951 |
| Total | 19,429,551 | 2,670,952 | (236,220) | (1,439,612) | - | 20,424,671 |
| reconciliation of property, plant and equipment -31 December 2023 | ||||||
| in united states dollars | carrying value opening balance | additions | depreciation | exchange movement | transfer | carrying value ending balance |
| producing mine* | 19,032,267 | 418,321 | (15,523) | (1,356,608) | - | 18,078,457 |
| computer equipment | 21,735 | 1,086 | (5,838) | (2,301) | - | 14,682 |
| office equipment | 7,416 | 8,021 | (15,442) | 5 | - | (0) |
| field/geological equipment | 878,540 | 742,392 | (240,903) | (70,526) | - | 1,309,503 |
| motor vehicles | 27,629 | 13,706 | (10,947) | (3,479) | - | 26,909 |
| total | 19,967,587 | 1,183,526 | (288,653) | (1,432,909) | - | 19,429,551 |
* Includes a provision for rehabilitation costs of $1,008,148 (2023: $821,622).
Exchange losses on opening assets of $1,439,612 (2023: $1,432,909) 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
| in united states dollars | 31 December 2024 | 31 December 2023 |
|---|---|---|
| other receivables | 690,529 | 567,597 |
| Total | 690,529 | 567,597 |
During the current financial year, the Group identified a classification error in the presentation of trade receivables in the prior year's financial statements. The credit balance of trade receivables of $160,142 as at 31 December 2023 was erroneously classified as a current asset when it should have been a current liability. The comparative figures for the prior year have been adjusted accordingly to reflect this reclassification. There is no material impact on the previously reported financial position, results of operations, or cash flows.
inventory
| in united states dollars | 31 December 2024 | 31 December 2023 |
|---|---|---|
| gold in circuit | 2,117,102 | - |
| gold on hand | - | - |
| ore stockpile | 733,686 | 2,069,704 |
| consumables | 102,286 | 119,671 |
| Total | 2,953,074 | 2,189,375 |
At the Homase Mine Heap Leach Operation, from the process recovery sheet, it has been calculated that there is 51.45 kilos of gold, 1,654 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. The gold price as at 31 December 2024 was USD2510. The GIP calculated for 2023 was calculated as 25.3 kilos.
cash and cash equivalents
| in united states dollars | 31 December 2024 | 31 December 2023 |
|---|---|---|
| British Pound Sterling | 44,888 | 48,468 |
| United States dollars | 20,432 | 42,086 |
| Ghana cedis | 30,462 | 30,878 |
| Total | 95,782 | 121,432 |
| 14. provision for rehabilitation | ||
| in united states dollars | 31 December 2024 | 31 December 2023 |
| 1 January | 821,622 | 821,622 |
| additions | 186,526 | - |
| movement in discount rate | - | - |
| Total | 1,008,148 | 821,622 |
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. The obligation of this liability, although is covered with a bond, is not considered to be payable within the foreseeable future, it will fall due upon the closure of the mine.
- capital and reserves
- share capital
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| ordinary shares | ||
| called up, allotted and fully paid | ||
| 752,493,809 ordinary shares of 1 penny each (31 December 2023: 498,513,333) | £7,524,938 | £4,985,133 |
| converted to united states dollars at date of issue | $10,105,549 | $6,865,393 |
| 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 2023: 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 2023: 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 Shares | Nominal Value | Share premium | ||
|---|---|---|---|---|
| 1 January 2024 | Opening balance | 498,513,333 | $6,865,393 | $35,218,946 |
| 23 May 2024 | Fund raise Shares at 1p share | 83,400,000 | $1,045,836 | - |
| 23 May 2024 | Conversion of loan interest to shares Shares at 1p share | 52,800,000 | $662,112 | - |
| 23 May 2024 | Conversion of unpaid directors' fees to shares Shares at 1p share | 14,090,000 | $176,689 | - |
| 23 May 2024 | Issue of new warrants over shares Shares at 1p share | 7,500,000 | $94,050 | - |
| 27 August 2024 | Additional subscription Shares at 1.05p share | 57,142,857 | $756,114 | $31,007 |
| 23 October 2024 | Additional subscription Shares at 1.05p share | 16,761,905 | $216,933 | $10,847 |
| 23 October 2024 | Conversion of debt to shares Shares at 1.05p share | 22,285,714 | $288,422 | $14,421 |
| 31 December 2024 | Closing balance | 752,493,809 | $10,105,549 | $35,275,221 |
- 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 (2023: 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 funds introduced to the Company by its shareholders or related parties and are non-reciprocal.
share options reserve
Share options and warrants reserve consists of the fair value of options and warrants outstanding at the year end. Refer to Note 17(c) for the outstanding warrants and options at the year end.
- accumulated deficit
- earnings per share
The calculation of basic and diluted earnings per share at 31 December 2024 was based on the losses attributable to ordinary shareholders of US$4.1 million (2023: US$2.7 million), and an average number of ordinary shares in issue of 621,591,869 (2023: 498,513,333).
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| loss attributable to shareholders (in US$) | (4,150,517) | (2,687,330) |
| weighted average number of ordinary shares | 621,591,869 | 498,513,333 |
| basic and diluted earnings per share (in US$) | (0.007) | (0.005) |
share based payment arrangements
At 31 December 2024, 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:
Director share options awarded to the Board and key senior management, on 1 August 2024 exercisable at a price of £0.02 per ordinary share:
| Angela List - NED Chair | 3,750,000 |
| Emma Priestley - CEO and ED | 8,500,000 |
| Richard Wilkins Ind. NED | 3,750,000 |
| Orrie Fenn Ind. Ned | 4,500,000 |
| Campbell Smyth NED | 3,750,000 |
| John Cutler - GM | 3,750,000 |
| Total | 28,000,000 |
There were no such options granted during the years ended 31 December 2023.
reconciliation of outstanding share options
There are no options outstanding at 31 December 2024 or 31 December 2023.
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 2024, coupled with the fact that the company was suspended for 6 months of the financial year the intrinsic value was a negative amount. Post year-end the warrants lapsed as at 26 January 2025.
During the period, 104,990,000 warrants were awarded, for a new Ordinary Share exercisable at a price of 2 pence per share for 24 months from the date of issue, 23 May 2024, within these, the following were awarded to Directors and key senior management The value of the warrants issued was $nil. As the share price had never met or exceeded the exercise price at the date of issue this was deemed to be the value:
Angela List 1,760,000
Emma Priestley 6,250,000
Richard Wilkins 1,760,000
John Cutler 4,320,000
reconciliation of outstanding warrants
the number and weighted average exercise prices
| number of warrants 31 December 2024 | weighted average exercise price 31 December 2024 | number of warrants 31 December 2023 | weighted average exercise price 31 December 2023 | |
|---|---|---|---|---|
| outstanding as at 1 January | 60,000,000 | 4.0p | - | - |
| granted during the year | 104,990,000 | 2.0p | 60,000,000 | 4.0p |
| lapsed during the year | - | - | - | - |
| exercised during the year | - | - | - | - |
| outstanding at 31 December | 164,990,000 | 2.7p | 60,000,000 | 4.0p |
| exercisable at 31 December | 164,990,000 | 2.7p | 60,000,000 | 4.0p |
The warrants outstanding as at 31 December 2024 have a weighted exercise price of 2.7p and weighted average life was 333.35 days.
expense recognised in statement of comprehensive income
No expenses were recognised in the period with regards to share based payments (2023: US$Nil).
borrowings
| in united states dollars | 31 December 2024 | 31 December 2023 |
|---|---|---|
| gold loan | 5,993,196 | 3,399,853 |
| loan derivative | - | 1,563,761 |
| loan notes | 3,507,271 | 3,169,155 |
| current borrowing | 9,500,467 | 8,132,769 |
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 were due for redemption on 30 November 2024.
At the election of BGL, the Loan Notes (together with accrued interest to date) could 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. On 23 December 2024 it was agreed to convert the loan notes to shares. Any interest ceased to be payable from this date and the transaction completed on 28 January 2025.
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"), post period end, these warrants lapsed.
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.
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"); 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. This has now lapsed.
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. 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 at 30 December 2024, the outstanding principal of the Gold Loan stands at 1,871.31 troy ounces, with accrued interest to date of 642.93 troy ounces, post year end, 28 March 2025, a further conversion of interest was made which then amounted to, in aggregate, principal 1,871.43 troy ounces of gold and interest 495.20 troy ounces.
trade and other payables
| in united states dollars | 31 December 2024 | 31 December 2023 |
|---|---|---|
| trade payables other payables accruals | 1,089,721 1,021,298 1,011,206 | 2,097,737 984,918 1,049,816 |
| Total | 3,122,225 | 4,132,471 |
During the current financial year, the Group identified a classification error in the presentation of trade receivables in the prior year's financial statements. The credit balance of trade receivables of $(160,142) as at 31 December 2023 was erroneously classified as a current asset when it should have been a current liability. The comparative figures for the prior year have been adjusted accordingly to reflect this reclassification. There is no material impact on the previously reported financial position, results of operations, or cash flows
contingent liabilities
Goldstone Akrokeri Limited has a contingent liability for 2,913,448 Ghanian Cedi equivalent to US$ 191,007 to cover the litigation cases for alleged land and crop compensation disputes. The obligation of this liability is not considered to be payable within the foreseeable future, the monies have been allocated at the subsidiary level.
reconciliation of net debt
| in united states dollars | year ended 31 December 2023 | cash flows | other non-cash changes | year ended 31 December 2024 |
|---|---|---|---|---|
| net cash: | ||||
| cash at bank and in hand | 121,432 | (25,650) | 95,782 | |
| debt: | ||||
| shareholder loan | ||||
| gold loan | (3,399,853) | (2,593,343) | - | (5,993,196) |
| derivative | (1,563,761) | 3,602,879 | (2,039,118) | - |
| loan notes | (3,169,155) | (338,116) | - | (3,507,271) |
| (8,132,769) | 671,420 | (2,039,118) | (9,500,467) | |
| net debt: | (8,011,337) | 645,770 | (2,039,118) | (9,404,685) |
Other non-cash changes relate to interest accruing on the gold loan.
| in united states dollars | year ended 31 December 2022 | cash flows | other non-cash changes | year ended 31 December 2023 |
|---|---|---|---|---|
| net cash: | ||||
| cash at bank and in hand | 113,312 | 8,120 | - | 121,432 |
| debt: | ||||
| shareholder loan | - | |||
| gold loan | (2,906,262) | 10,529 | (504,120) | (3,399,853) |
| derivative | (905,765) | - | (657,996) | (1,563,761) |
| loan notes | - | (2,942,128) | (227,027) | (3,169,155) |
| (3,812,027) | (2,931,599) | (1,389,143) | (8,132,769) | |
| net debt: | (3,698,715) | (2,923,479) | (1,389,143) | (8,011,337) |
- 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.
The Group's only financial instrument which is valued at fair value through the profit and loss account is the gold loan. The value is determined using level 1 inputs using the market price of gold.
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. The Group does not have any credit risk.
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, this is detailed at Note 19.
- 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 British Pound 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$) and Ghanaian Cedis (GHS), at the pre-agreed price and converted (if necessary) as soon as payment needs to occur. Currency conversions and provisions for expenditure are only made as soon as debts are due and payable. The Group is therefore exposed to currency risk in so far as its liabilities are incurred in Ghanaian Cedi and fluctuations occur due to changes in the GHS/US$ 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:
| average rate 2024 | reporting date spot rate 2024 | average rate 2023 | reporting date spot rate 2023 | |
|---|---|---|---|---|
| British Pound Sterling to United S dollars | 1.2781 | 1.2516 | 1.247 | 1.273 |
| Ghanaian Cedis to US dollars | 0.069 | 0.068 | 0.086 | 0.084 |
A strengthening (weakening) of GBP or GHS against USD at 31 December 2024 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 dollars | equity strengthening 2024 | equity weakening 2024 | equity strengthening 2023 | equity weakening 2023 |
|---|---|---|---|---|
| Ghanaian cedis 10% (2023: 10%) | 925,063 | (925,063) | 1,757,458 | (1,757,458) |
| Total | 925,063 | (925,063) | 1,757,458 | (1,757,458) |
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:
| in united states dollars | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Director's remuneration: executive - E Priestley - cash | 105,500 | 85,000 |
| Director's remuneration: executive - E Priestley - shares | 90,000 | - |
| Director's remuneration (accrued fee): executive - E Priestley | 74,500 | 90,000 |
| Director's remuneration (accrued BIK): executive - E Priestley | 39,375 | - |
| Director's remuneration: non-executive - R Wilkins - cash | 12,000 | - |
| Director's remuneration: non-executive - R Wilkins - shares | 28,000 | - |
| Director's remuneration (accrued fee): non-executive - R Wilkins | 6,300 | 28,000 |
| Director's remuneration (accrued BIK): non-executive - R Wilkins | 16,800 | - |
| Director's remuneration: non-executive - W Trew - cash | 56,400 | - |
| Director's remuneration: (accrued fee): non-executive - W Trew | - | 42,000 |
| Director's remuneration: (accrued BIK): non-executive - W Trew | - | - |
| Director's remuneration: non-executive - A List - cash | - | - |
| Director's remuneration: non-executive - A List - shares | 28,000 | - |
| Director's remuneration (accrued fee): non-executive - A List | 6,300 | 28,000 |
| Director's remuneration (accrued BIK): non-executive - A List | 38,400 | - |
| Director's remuneration: non-executive - O Fenn - cash | 4,800 | - |
| Director's remuneration: non-executive - O Fenn - shares | - | - |
| Director's remuneration (accrued fee): non-executive - O Fenn | 52,000 | 28,000 |
| Director's remuneration (accrued BIK): non-executive - O Fenn | 6,300 | - |
| Director's remuneration: non-executive - C Smyth - cash | - | - |
| Director's remuneration: non-executive - C Smyth - shares | - | - |
| Director's remuneration (accrued fee): non-executive - C Smyth | 16,800 | - |
| Director's remuneration (accrued BIK): non-executive - C Smyth | - | - |
| total | 581,475 | 301,000 |
The total amount payable to the highest paid director in respect of emoluments was US$180,000 (2023: US$180,000). No directors exercised any share options during the year (2023: nil).
W 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.
C Smyth's remuneration was paid to Clariden Capital Limited, a company in which he is a director and sole shareholder.
Benefits in kind include pension contributions and medical insurance.
During the year, certain of the Company Directors and certain key management personnel agreed to convert, in aggregate US$176,689 of outstanding fees accrued and unpaid to 31 December 2023 into 14,090,000 new Ordinary Shares at a conversion price of 1.00p.
| Name | Number of Ordinary Shares Currently Owned | Number of Fee Conversion Shares | Resultant Shareholding in the Company | Percentage of the issued Share Capital of the Company |
|---|---|---|---|---|
| E Priestley | 5,196,658 | 6,250,000 | 11,446,658 | 1.52% |
| A List | 320,660 | 1,760,000 | 2,080,660 | 0.27% |
| R Wilkins | 320,660 | 1,760,000 | 2,080,660 | 0.27% |
| Senior manager | - | 4,320,000 | 4,320,000 | 0.57% |
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. W 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 W Trew. At the year-end there is an amount owing to MAED of US$141,632, (2023: US$104,620, 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 operation | principal activity | ownership interest 2024 | ownership interest 2023 | |
|---|---|---|---|---|
| GoldStone Akrokeri Limited | Ghana | Development and exploration of gold and associated elements | 100% | 100% |
| GoldStone Homase Limited | Ghana | Dormant | 100%(*) | 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
On 28 January 2025, the Group announced the completion of the conversion of the BGL Loan, with the delivery of the 147,692,308 ordinary shares. The warrants held by BGL to subscribe for up to 60,000,000 Ordinary Shares at a price of 4p per share, exercisable at any time until 26 January 2025, have lapsed.
As announced on the 28 March 2025, AIMSL converted 247.72 troy ounces of gold, part of the accrued interest, that was reported for the period end 31 December 2024, the conversion was for 49,003,680 new ordinary shares. This was the balance of ordinary shares allotted to AIMSL under Resolution 7c of the 2024 AGM, where 101,803,680 new ordinary shares were approved, but only 52,800,000 ordinary shares were allotted to AIMSL. The Balance of the Gold Loan, upon conversion, with the principal of the Gold Loan as 1,871.43 troy ounces, and 495.20 troy ounces in interest. Announced on the 25 June 2025, AIMSL informed the Company that it had bought shares in the market, increasing its shareholding by 5,810.172 ordinary shares, the resulting share issue to AIMSL is 249,613,852 ordinary shares representing 26.03% of the Company's issued share capital.
For the post period end, January 2025 to May 2025, the Group has produced approximately 1,847.19 troy ounces, from the Homase Mine for an average of 370 troy ounces per month and the and the Board believes production will increase incrementally over the coming months.
In February 2025 the Group's subsidiary, Goldstone Akrokeri Limited, entered into a Reclamation Bond Guarantee in favour of the Ghanaian Environmental Protection Authority for the sum of US$721,027.20. This is a requirement of Ghanaian legislation and is in respect of the subsidiary company's obligations in relation to the reclamation of the mining lease land.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.