TIDMGRL
RNS Number : 4413Y
Goldstone Resources Ltd
03 January 2024
3 January 2024
GOLDSTONE RESOURCES LIMITED
("Goldstone" or the "Company")
Gold Loan & Corporate Update
Goldstone Resources Limited (AIM: GRL) is pleased to announce
that it has agreed a standstill arrangement with Asia Investment
Management Services Limited ("AIMSL") in respect of the gold loan
agreement ("Gold Loan Agreement") dated 19 June 2020 between the
Company (as borrower) and AIMSL (as lender).
Under the terms of the standstill agreement (the "Standstill
Agreement"), AIMSL has agreed, for the duration of a standstill
period ending on 29 June 2024 (the "Standstill Period"), to
temporarily defer (but n ot waive) its right to further demand
repayment of any or all of the outstanding amount under the Gold
Loan Agreement and/or enforce any security against the Company (or
any member of its Group) under the pledge and security agreement
dated 19 June 2020 between the Company (as grantor) and AIMSL (as
secured party) securing the obligations of the Company under the
Gold Loan Agreement (the "Security Agreement").
During the Standstill Period, AIMSL has further agreed not to
initiate insolvency proceedings against the Company (or any member
of its group), or to sue or bring any legal proceedings against the
Company (or any member of its group) to enforce payment of amounts
outstanding under the Gold Loan Agreement or its rights under the
Security Agreement.
For the duration of the Standstill Period, the Company will not
be required to make repayments under the Gold Loan Agreement and
interest will continue to accrue on the outstanding amount under
the Gold Loan Agreement at the rate of 14% per annum.
As part of the Standstill Agreement, the Company has agreed with
AIMSL that it will:
-- use commercially reasonable endeavours to secure investors to
provide sufficient cash to cover the capital expenditure necessary
to enable the Company to increase its gold production in line with
its operational plan;
-- take all steps reasonably necessary and within its control to
register the Gold Loan Agreement with the Bank of Ghana Collateral
Registry;
-- review options and proposals, in conjunction with AIMSL, for
a turnaround plan for the Company; and
-- procure that all revenue of GoldStone Akrokeri Ltd will
accrue for the benefit of Goldstone Akrokeri Ltd and not be
transferred or paid to the Company without the prior consent of
AIMSL.
During the Standstill Period, the Company and AIMSL shall use
all reasonable endeavours to agree a repayment plan for the
outstanding amount due under the Gold Loan Agreement, commencing
from the expiry of the Standstill Period, or earlier if agreed.
AIMSL is entitled to terminate the Standstill Agreement with
immediate effect on the occurrence of certain events, including any
breach by the Company of its obligations under the Standstill
Agreement, where the Company's Ordinary Shares are delisted from
the AIM market of the London Stock Exchange or any step is taken to
effect such a de-listing, and/or where any insolvency proceeding
has been commenced or applied for against the Company or its
subsidiary GoldStone Akrokeri Ltd.
Board and operational changes
As part of the Standstill Agreement, AIMSL has been granted the
right to nominate a non-executive director to the board of the
Company, subject to satisfactory completion of the requisite due
diligence to be undertaken by the Company's Nominated Adviser in
respect of such appointment, until the outstanding amount due under
the Gold Loan has been repaid in full.
In addition, it has been agreed that Angela List will assume the
role of Chair of the Board, with Bill Trew becoming a non-executive
director, with such changes to take immediate effect. It has
further been agreed that the Company will seek to appoint an
operational management team, procured by Nguvu Mining Limited, an
11.9 per cent. shareholder in the Company and a company of which
Angela List is a director and the majority shareholder, to be
mobilised as soon as possible to manage operations at the Company's
Akrokeri-Homase Project, with such arrangement to be subject to a
separate agreement which will constitute a Related Party
Transaction pursuant to AIM Rule 13.
Publication of 2022 Accounts
Further to the Company's announcement of 31 October 2023,
publication of its annual report and accounts in respect of the
year ended 31 December 2022 (the "2022 Accounts") and subsequently
its interim accounts for the six months ended 30 June 2023 (the
"Interim Results") is dependent on the Company's Board and auditors
being satisfied that the Company represents a going concern. The
publication of both the 2022 Accounts and the Interim Results is
required in order to satisfy the Company's obligations in respect
of AIM Rules 19 and 18 respectively, following which the suspension
of trading in the Company's Ordinary Shares can be lifted.
Further to the execution of the Standstill Agreement, the Board
is pursuing various avenues to seek to raise additional funding to
provide working capital for the group's operational development and
to settle various balances due to the Company's outstanding
creditors in order to facilitate publication of the 2022 Accounts
and Interim Results on a going concern basis. The Board is seeking
to complete such arrangements by the end of February 2024 and will
provide further updates as appropriate in due course.
- ENDS -
For further information, please contact:
GoldStone Resources Limited
Emma Priestley Tel: +44 (0)1534 487 757
Strand Hanson Limited
James Dance / James Bellman Tel: +44 (0)20 7409 3494
S. P. Angel Corporate Finance
LLP
Ewan Leggat / Charlie Bouverat Tel: +44 (0)20 3470 0501
Tel: +44 (0)20 7236 1177
St Brides Partners Ltd
Susie Geliher / Max Bennett
About GoldStone Resources Limited
GoldStone Resources Limited (AIM: GRL) is an AIM quoted mining
and development company with projects in Ghana that range from
grassroots exploration to production.
The Company is focused on developing the Akrokeri-Homase project
in south-western Ghana, which hosts a JORC Code compliant 602,000oz
gold resource at an average grade of 1.77 g/t. The existing
resource is confined to a 4km zone of the Homase Trend, including
Homase North, Homase Pit and Homase South.
The project hosts two former mines, the Akrokerri Ashanti Mine
Ltd, which produced 75,000 oz gold at 24 g/t recovered grade in the
early 1900s, and the Homase Pit which AngloGold Ashanti developed
in 2002/03 producing 52,000 oz gold at 2.5 g/t recovered.
Production is currently focussed on the Homase Mine however 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.
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