EGM Notice,Subscription,Interest & Fee Conversions
Goldstone Resources Limited has announced a conditional £2 million subscription at 1 penny per share, raising capital for its Homase Mine exploration in Ghana and diversification into gold projects outside Ghana. Additionally, approximately £1.45 million of accrued interest from a gold loan with Asian Investment Management Services Limited will be converted into equity at a price of USD4,250 per ounce, resulting in the issuance of 144,855,000 new ordinary shares. Certain directors have also agreed to convert USD301,153, approximately £222,853, of outstanding fees into 22,285,317 new ordinary shares at the same subscription price, and an adviser will receive 2,500,000 new ordinary shares for outstanding fees. Admission of these new shares to AIM is expected on February 10, 2026, at which point the company's enlarged share capital will comprise 1,318,830,114 ordinary shares.
Select text to share a quote on X · sign in to keep highlights & notes in your GRL notes
GoldStone Resources Limited (the "Company") announces that the notice of its extraordinary general meeting (the "EGM") has been posted to shareholders and will be available on the Company's website at www.goldstoneresources.com.
The EGM will be held at 11.00 a.m. on Thursday, 5 February 2026 at Faegre Drinker Biddle & Reath LLP, Level 18, 8 Bishopsgate, London EC2N 4BQ.
The Board recognises that the EGM provides an opportunity for shareholders to raise questions and comments. Shareholders who do not wish to attend the meeting in person are invited to submit any questions relating to the business of the EGM in advance by email to info@goldstoneresources.com, no later than 11.00 a.m. on Monday, 2 February 2026. The Directors will endeavour to address all such questions.
Conditional £2.0 million Subscription
The Company is pleased to announce that it has conditionally raised £2.0 million (before expenses) by way of a subscription by an investor for, in aggregate, 200,000,000 new Ordinary Shares of 1 penny par value each in the capital of the Company (the "Subscription Shares") at a price of 1 penny per share (the "Subscription Price") (the "Subscription"). The Subscriber will also receive, for each Subscription Share, one warrant over a further new Ordinary Share exercisable at the Subscription Price for 24 months from the date of admission of the Subscription Shares to trading on AIM.
Following Admission, the Subscription Shares will represent approximately 15.16 per cent. of the Company's Enlarged Share Capital (as defined below).
Approximately £1.4 million of the net proceeds of the Subscription will be used to expedite the Company's exploration programme at the Homase Mine in Ghana, with the objective of expanding and enhancing the current JORC Resource, together with supporting business administration and working capital requirements. The balance of the funds will be used to evaluate and invest in gold projects outside Ghana in order to diversify the Company's asset base and seek to maximise shareholder value. It is noted that the Company is in advanced discussions regarding a potential investment in a company with gold assets in Sierra Leone. No binding agreements have been made yet, and the Company will provide further updates if any such agreements are finalised.
Interest Conversion - Gold Loan
The Company also announces that Asian Investment Management Services Limited ("AIMS") has agreed to accept settlement of approximately £1.45 million of accrued interest under the gold loan agreement with AIMS, entered into on 19 June 2020 (the "Gold Loan") by way of conversion into equity, at an agreed conversion price of USD4,250 per ounce and an exchange rate of USD:GBP 0.74.
Accordingly, the Company will issue 144,855,000 new Ordinary Shares at the Subscription Price (the "Interest Conversion Shares"). Following Admission, AIMS will represent approximately 29.91 per cent. of the Enlarged Share Capital (as defined below). Following the issue of the Interest Conversion Shares, the accrued interest remaining on the Gold Loan will be approximately 250 troy ounces in addition to the principal amount outstanding of 1,871.31 troy ounces.
Related Party Transaction
As AIMS is a substantial shareholder of the Company, the issue of the Interest Conversion Shares is deemed to constitute a related party transaction under the AIM Rules for Companies. Having consulted with the Company's Nominated Adviser, Strand Hanson Limited, all of the Company's independent directors in respect of the Interest Conversion Shares (being all directors save for Campbell Smyth) consider the terms of such arrangement to be fair and reasonable insofar as Shareholders are concerned.
Director Fee Conversions
In order to preserve cash within the Company for working capital purposes, certain of the Company's directors have agreed to convert, in aggregate, USD301,153 (being approximately £222,853), representing 50% of outstanding directors' fees accrued and unpaid for the period from 1 January 2024 to 31 December 2025, into 22,285,317 new Ordinary Shares at the Subscription Price (the "Fee Conversion Shares"). Following Admission, the Directors interests in the Company's Ordinary Shares will represent, in aggregate, approximately 2.76 per cent. of the Company's Enlarged Share Capital, as set out below.
| Director | Existing holding of Ordinary Shares | No. of Fee Conversion Shares | Resulting holding of Ordinary Shares | Resulting percentage of Enlarged Share Capital |
|---|---|---|---|---|
| Emma Priestley | 11,446,658 | 12,764,917 | 24,211,575 | 1.84% |
| Richard Wilkins | 2,080,660 | 4,000,000 | 6,080,660 | 0.46% |
| Orrie Fenn | 526,798 | 3,655,600 | 4,182,398 | 0.32% |
| Campbell Smyth | 0 | 1,864,800 | 1,864,800 | 0.14% |
Related Party Transaction
The issue of the Fee Conversion Shares to certain directors of the Company is a related party transaction under AIM Rule 13 of the AIM Rules for Companies. Mike Jones and Kofi Amegashie, both independent directors in respect of the Fee Conversion Shares, consider, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, that the terms of the fee conversions in respect of the Directors listed above are fair and reasonable insofar as Shareholders are concerned.
Adviser Fee Shares
The Company will also issue to an adviser, in lieu of outstanding fees, 2,500,000 new Ordinary Shares together with one warrant over new Ordinary Shares on the same terms as the warrants issued pursuant to the Subscription (the "Adviser Fee Shares").
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the Subscription Shares, Interest Conversion Shares, Fee Conversion Shares, and Adviser Fee Shares (together, the "New Ordinary Shares") to be admitted to trading on AIM ("Admission"). Admission is expected to become effective at 8.00 a.m. on Tuesday, 10 February 2026.
Following Admission, the Company's issued share capital will comprise 1,318,830,114 Ordinary Shares, each with one voting right. The Company does not hold any shares in treasury. Accordingly, the total number of voting rights in the Company will be 1,318,830,114 (the "Enlarged Share Capital"), which shareholders may use as the denominator for the purposes of calculating their interests under the FCA's Disclosure Guidance and Transparency Rules.
Chief Executive Officer Statement, Emma Priestley, Chief Executive Officer, commented:
"We are pleased to have conditionally raised £2.0 million, which strengthens the Company's balance sheet and provides funding to accelerate exploration at the Homase Mine while also enabling us to consider additional opportunities beyond our core asset. The support shown through the subscription, together with the conversion of debt and fees into equity, demonstrates continued alignment with shareholders as we advance the Company's growth strategy."
| 2. | Reason for the Notification | |
| a) | Position/status | a) Director of the Company b) Director of the Company c) Director of the Company d) Director of the Company |
| b) | Initial notification/amendment | Initial notification |
| a) | Name | Goldstone Resources Limited |
| b) | LEI | 213800B7ATYRPQUTS551 |
| a) | Description of the Financial instrument, type of instrument | Ordinary shares of 1 penny each in the share capital of the Goldstone Resources Limited |
| Identification code | JE00BRJ8YF63 | |
| b) | Nature of the Transaction | Receipt of new Ordinary Shares in lieu of director fees |
| c) | Price(s) and volume(s) | Price(s) Volume(s) a) £0.01 b) £0.01 c) £0.01 d) £0.01 a) 12,764,917 b) 4,000,000 c) 3,655,600 d) 1,864,800 |
| d) | Aggregated information Aggregated volume Price | N/A (Single transaction) |
| e) | Date of the transaction | 21 January 2026 |
| f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.