Result of AGM

Released : 02 Jun 2017 11:45

RNS Number : 0150H
Goldstone Resources Ltd
02 June 2017

2 June 2017



("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 £400,000 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 £400,000 to the Company (the "Loan"), of which £200,000 has already been drawn.


Following the approval of the resolutions at the AGM, the Company has today requested drawdown of the second tranche of £200,000.  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, £36,204 in accrued fees and salaries due up to 30 March 2017 and a total of, in aggregate, £12,333 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 up to March 2017

April 2017

May 2017

Neil Gardyne





Emma Priestley





Richard Lloyd






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 Gardyne

Tel: +44 (0)20 7830 9650 /

 +27 (0)82 490 4427

Strand Hanson Limited

Richard Tulloch / James Bellman

Tel: +44 (0)20 7409 3494

SI Capital Limited

Nick Emerson / Andy Thacker

Tel: +44 (0)1483 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.


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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.


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