TIDMGRL
RNS Number : 0150H
Goldstone Resources Ltd
02 June 2017
2 June 2017
GOLDSTONE RESOURCES LIMITED
("GoldStone" or the "Company")
Results of AGM
Issue of Equity
Drawdown and conversion of the Paracale Gold loan in full
Issue of shares to Directors
GoldStone Resources Limited (AIM: GRL), the West and Central
Africa focused gold exploration company quoted on AIM, announced on
3 April 2017 details of a convertible loan of up to GBP400,000 and
the issue of fee shares to directors, both of which were
conditional on shareholder approval.
The Company is pleased to announce that at the Company's Annual
General Meeting ("AGM") held earlier today, all resolutions were
duly passed.
Paracale Gold Loan
As set out in the Company's announcement of 3 April 2017 and the
Notice of AGM dated 17 May 2017 ("AGM Notice"), the Company entered
into a loan agreement with Paracale Gold Limited ("Paracale Gold")
(the "Loan Agreement"), pursuant to which Paracale Gold would
provide a loan of up to GBP400,000 to the Company (the "Loan"), of
which GBP200,000 has already been drawn.
Following the approval of the resolutions at the AGM, the
Company has today requested drawdown of the second tranche of
GBP200,000. On receipt of the second tranche, the Loan will have
been drawn in full and pursuant to the terms of the Loan, the Loan
plus accrued interest will be converted into 40,352,377 ordinary
shares of 1 penny each in the capital of the Company ("Ordinary
Shares") ("Conversion Shares").
Following drawdown of the second tranche of the Loan, the
Company will have sufficient funds through to early 2018, prior to
taking into account the claim by a former director, for essential
corporate purposes, including renewal of licences and a review of
existing data for all the projects, with the initial focus on the
Homase-Akrokerri Project. Following the review, the Company may
seek to use the proceeds to advance the Homase-Akrokerri project
ahead of raising further funds.
Pursuant to the Loan, within five business days of issue of the
Conversion Shares, the Company will issue Paracale Gold warrants to
subscribe for up to 40,352,377 new Ordinary Shares, exercisable at
a price of 2 pence per share at any time during the 2-year period
following the grant date (the "Warrants"). The Warrants are subject
to standard anti-dilution provisions and protections in the event
of capital re-organisations.
Issue of Fee Shares to Directors
As set out in the Company's announcement of 3 April 2017 and the
AGM Notice, the Directors agreed, in order to preserve cash, to
convert accrued and future salaries and fees through to the end of
September 2017 into new Ordinary Shares ("Fee Shares"). Following
the required authorities being granted by shareholders at the AGM
to issue the Fee Shares, the Company will convert a total of, in
aggregate, GBP36,204 in accrued fees and salaries due up to 30
March 2017 and a total of, in aggregate, GBP12,333 for each of
April and May to Emma Priestley, Neil Gardyne and Richard Lloyd
into Fee Shares.
The number of Fee Shares to be issued in respect of such fees
and salaries shall be calculated by reference to the volume
weighted average price of the Ordinary Shares for the period of 30
days prior to the AGM in respect of the period up to 30 March 2017
and for the 30 days prior to the monthly due date for each of the
months from April through to September 2017, provided that no Fee
Shares shall be issued at a price less than its nominal value of 1
penny.
The Fee Shares to be issued to each of the Directors in respect
of accrued fees and salaries, for the period up to 30 March 2017
and April and May 2017, and the resulting interests in Ordinary
Shares are set out below:
Fee shares to be issued No. of Ordinary
Shares held
following issue
of Fee Shares
---------------- ------------------------------------ -----------------
For the period April May 2017
up to March 2017
2017
---------------- --------------- -------- --------- -----------------
Neil Gardyne 361,274 138,832 123,070 623,176
---------------- --------------- -------- --------- -----------------
Emma Priestley 1,505,280 578,468 512,795 2,596,543
---------------- --------------- -------- --------- -----------------
Richard Lloyd 361,274 138,832 123,070 623,176
---------------- --------------- -------- --------- -----------------
None of the Directors held any Ordinary Shares prior to the
issue of the Fee Shares.
Admission and Total Voting Tights
Application will be made for 44,195,272 new Ordinary Shares
(comprising 40,352,377 Conversion Shares and 3,842,895 Fee Shares)
to be admitted to trading on AIM ("Admission"). Admission and
dealings are expected to commence at 8.00 a.m. on 8 June 2017. On
Admission, the Company will have 146,481,635 Ordinary Shares in
issue.
The Company does not currently hold any Ordinary Shares in
treasury. Accordingly, the above figure of 146,481,635 may be used
by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change in their interest in, the share capital of the
Company under the Financial Conduct Authority's Disclosure and
Transparency Rules.
Resulting Shareholdings
Following Admission, Paracale Gold and Stratex International Plc
will be interested in Ordinary Shares representing approximately
27.6% and approximately 23.4% respectively of the Company's then
issued share capital.
In addition, if Paracale Gold were to exercise the Warrants over
40,352,377 Ordinary Shares in full, they will then be interested in
approximately 43.2% of the then enlarged share capital and, without
a waiver of the obligations under Rule 9 of the City Code, Paracale
Gold would be required to make a Mandatory Offer as detailed in the
Company's announcement of 3 April and the Notice of AGM.
Neil Gardyne, Non-executive Chairman, commented: "We acknowledge
the concerns of our shareholders with regard to the legacy issues
and development of the Company, but with Paracale's support, we are
looking forward to ensuring GoldStone turns a corner in advancing
the projects, it has in Ghana in particular, as well as the other
projects in West Africa. The Board and I firmly believe we have the
right team in place to accelerate the development of the
Homase-Akrokerri project to create long-term value for all
shareholders."
For further information, please contact:
GoldStone Resources
Limited
Emma Priestley/ Neil Tel: +44 (0)20 7830
Gardyne 9650 /
+27 (0)82 490 4427
Strand Hanson Limited
Richard Tulloch / James Tel: +44 (0)20 7409
Bellman 3494
SI Capital Limited
Nick Emerson / Andy Tel: +44 (0)1483
Thacker 413 500
The information contained within this announcement is deemed by
the Company to constitute inside information under the Market Abuse
Regulations (EU) No. 596/2014.
- END -
About GoldStone Resources Limited
GoldStone Resources Limited (AIM: GRL) is an AIM quoted
exploration company with projects in Ghana, Senegal, and Gabon that
range from grassroots to advanced exploration.
The Company is focused on developing the Homase-Akrokerri
project in south-western Ghana, which hosts an existing 602,000 oz
gold JORC Code compliant resource at an average grade of 1.77g/t,
along strike from the Obuasi Gold Mine, one of the World's major
gold mines with a total historical and current resource in excess
of 70 million ounces of gold. It is the Company's intention to
build a portfolio of high-quality gold projects in Ghana, with a
particular focus on the highly prospective Ashanti Gold Belt.
Paracale Gold Limited
Paracale Gold Limited is a mining investment company focused on
mineral exploration and mine development opportunities.
It is currently assessing and investing in natural resources
projects where it believes it can add value through supporting
their geological exploration works, production development
opportunities and corporate activities. Paracale aims to assemble a
portfolio of investments, at various stages of the mineral
development cycle through to and including production, by
leveraging its existing resources and background.
Paracale is a privately held company incorporated in the British
Virgin Islands. The directors, William (Bill) Trew and Alasdair
Stuart and its management team have had a long association within
the international project engineering, mine development and mineral
processing sectors.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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