Convertible Investment Agreement

In brief · summary, not quotable

GS Chain PLC has entered a Convertible Investment Agreement with Citymeade Limited, securing an investment of £300,000 to support acquisitions and working capital. The investment is convertible into new ordinary shares at a fixed price of £0.0025 per share, with shares having a nominal value of £0.000167 each. The agreement targets an 8% per annum profit, payable in ordinary shares at the same conversion price, over an investment period of 12 months and 1 day. Conversion events occur automatically upon the investment period's expiry, a funding round exceeding £300,000, the issue of 50 million or more new shares, or an approved debt-equity swap. The company has agreed to operating restrictions, including limitations on new debt and share issuances.

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GS Chain Plc (LSE: GSC) announces that it has entered into a Convertible Investment Agreement (the "Agreement") with Citymeade Limited (the "Investor").

The Agreement provides an investment structure through which the Investor will subscribe for the sum of £300,000 (the "Investment Amount") to support the Company's future acquisitions strategy and general working capital.

The Investment Amount is convertible into new ordinary shares of the Company at a fixed conversion price of £0.0025 per share as summarised below.

Key Terms:

Investment Amount: £300,000 (three hundred thousand pounds sterling).
Conversion Price: Fixed at £0.0025 per ordinary share.
Nominal value of shares: £0.000167 per share.
Target Profit: 8% per annum, non-guaranteed, payable in ordinary shares at £0.0025 per share.
Investment Period: 12 months and 1 day from execution.
Conversion Events: Occur automatically upon the earlier of (a) expiry of the investment period, (b) any funding round exceeding £300,000, (c) an issue of 50 million or more new shares or (d) an approved debt-equity swap with other creditors.
Key Covenants: The Company has agreed to customary operating restrictions including limitations on new indebtedness, share issuances, mergers, asset disposals and material changes to the business or share capital without the Investor's prior written consent.

Together with comparable terms and conditions customary in a note of this kind.

GS Chain's board believes that the Agreement provides a flexible and compliant funding framework to support the Company's growth strategy while maintaining appropriate shareholder protections.

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