TIDMGRL
RNS Number : 3818O
Goldstone Resources Ltd
31 January 2023
31 January 2023
GOLDSTONE RESOURCES LIMITED
("GoldStone" or the "Company")
Fee Conversions
GoldStone Resources Limited (AIM:GRL), announces the issue of,
in aggregate, 2,323,286 new ordinary shares of 1p each in the
Company ("Ordinary Shares") pursuant to the conversion of accrued
fees due to a director of the Company to 30 December 2022, an issue
of shares to a senior employee of the Company, and an issue of
shares to an adviser in lieu of fees, in order to preserve cash
within the Company working capital purposes.
The accrued and unpaid fees to 30 December 2022 due to Bill
Trew, Non-Executive Chairman of the Company, amount to GBP52,650,
which will be converted into 1,442,465 new Ordinary Shares at a
conversion price of 3.65p, being the mid-market closing price of
the Company's Ordinary Shares on 30 January 2023, the latest
practicable date prior to this announcement (the "Director Fee
Conversion Shares"). The Director Fee Conversion Shares will be
issued to Oxus Mining Limited, a Company solely owned and
controlled by Bill Trew. Bill Trew's direct and indirect resulting
beneficial interest in the Company's Ordinary Shares following the
issue of the Director Fee Conversion Shares will be as shown
below.
Name Number of Number of Resultant Percentage
Ordinary Fee Conversion Shareholding of the issued
Shares Currently Shares in the Company Share Capital
Owned of the Company
William (Bill)
Trew 129,656,575 1,442,465 131,099,040* 26.30%
----------------- --------------- --------------- ---------------
* Of which, 125,656,575 Ordinary Shares are held by Paracale
Gold Limited, a company of which Mr William Trew is a director and
shareholder, 4,000,000 are held directly by Mr Trew and 1,442,465
Ordinary Shares, being the Director Fee Conversion Shares, will be
held by Oxus Mining Limited.
In addition, the Company will issue 332,876 new Ordinary Shares
to a senior employee of the Company and 547,945 new Ordinary Shares
to an adviser to the Company in lieu of fees ("Additional Fee
Conversion Shares").
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for the
Director Fee Conversion Shares and the Additional Fee Conversion
Shares (together, the "Fee Shares") to be admitted to trading on
AIM ("Admission") at 8.00 a.m. on or around 6 February 2023. The
Fee Conversion Shares and Senior Management Shares will be issued
as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive dividends
and other distributions declared on or after the date on which they
are issued.
Upon Admission, the Company's issued ordinary share capital will
consist of 498,513,333 Ordinary Shares with one voting right each.
The Company does not hold any Ordinary Shares in treasury.
Therefore, the total number of Ordinary Shares and voting rights in
the Company will be 498,513,333 . With effect from Admission, this
figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Related Party Transaction
The issue of the Director Fee Conversion Shares to certain
directors of the Company is a related party transaction under AIM
Rule 13 of the AIM Rules for Companies. The independent directors
of the Company in respect of the Director Fee Conversion, being all
of the Company's directors except for Bill Trew, consider, having
consulted with the Company's Nominated Adviser, Strand Hanson
Limited, that the terms and conditions of the Director Fee
Conversion Shares issues are fair and reasonable insofar as the
shareholders of the Company are concerned.
For further information, please contact:
GoldStone Resources Limited
Bill Trew / 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
St Brides Partners Ltd Tel: +44 (0)20 7236 1177
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.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended).
PDMR Notification Form
Further details of the PDMR dealings are included below. This
information has been provided in accordance with Article 5(1)(b) of
the Market Abuse Regulation (EU) No 596/2014 which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018.
Details of the person discharging managerial responsibilities
1. / person closely associated
a) Name William (Bill) Trew
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Reason for the Notification
2.
----------------------------------------------------------------------------------------------------------------
a) Position/status Non-Executive Director of the Company (Chairman)
------------------------------------------------------- -------------------------------------------------------
b) Initial notification/amendment Initial notification
------------------------------------------------------- -------------------------------------------------------
Details of the issuer, emission allowance market participant,
3. auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------------------------------------------
a) Name Goldstone Resources Limited
------------------------------------------------------- -------------------------------------------------------
b) LEI 213800B7ATYRPQUTS551
------------------------------------------------------- -------------------------------------------------------
Details of the transaction(s):section to be repeated for (i)
4. each type of instrument; (ii) each type of transaction; (iii)
each date; and (iv)each place where transactions have been
conducted
----------------------------------------------------------------------------------------------------------------
a) Description of the Financial instrument, type of Ordinary shares of 1 penny each in the share capital
instrument 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)
GBP0.0365 1,442,465
----------
------------------------------------------------------- -------------------------------------------------------
d) Aggregated information N/A (Single transaction)
Aggregated volume Price
------------------------------------------------------- -------------------------------------------------------
e) Date of the transaction 30 January 2023
------------------------------------------------------- -------------------------------------------------------
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
------------------------------------------------------- -------------------------------------------------------
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END
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January 31, 2023 02:00 ET (07:00 GMT)
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