RE: Interim results - RNS31 Mar 2026 07:48
Ref Polo from the interims:
The Company become aware on 26 June 2025, that Polo Resources Ltd ("Polo"), a British Virgin Islands ("BVI") incorporated company, was dissolved on 5 September 2023 as the result of the resignation of its BVI agent. The Company has been informed that the officers of Polo are currently undertaking steps to restore its status as a registered company in the BVI including the appointment of a new BVI agent. This is expected to occur following, inter alia, the satisfactory completion of customary due diligence on Polo and its stakeholders by the new BVI agent, followed by a court order as required under the laws of the BVI. Notwithstanding this, there can be no certainty that Polo will be restored as a registered company in the BVI, nor as to the timing of any such restoration. The board of directors of GCM believe that the Company's indebtedness to Polo which, at 31 December 2025 amounted to £6,488,000 including loan interest remains unaffected given the expectation that the officers of Polo will restore Polo's status as a registered company in the BVI, which at the date of this report, Polo continues to remain dissolved, and cannot call in any Loan Repayments whilst their status remains as such.
As a result of the amendment in terms noted below, the interest rate on the loan facility increased from 15% to 16.5% effective 25 March 2024, and from 16.5% to 18% effective 25 March 2025.
The Company on 1 March 2022, as part of the completed placing and subscriptions, amended the terms of the loan facility, such that the lender may request conversion by the issuance of new ordinary shares in the Company at 5.14 pence per share (being the Issue Price) subject to any necessary regulatory approvals. All other terms of the agreement remained unchanged.
The Company on 26 March 2021, as part of the completed placing, extended and amended the terms of the loan facility provided by Polo Resources Limited (the "Facility") of which, as was announced on 7 January 2021, there was at 31 December 2025, £300,000 of the initial £3.5 million facility remaining undrawn. The lender has agreed that it will not serve a repayment request on the company for 5 years from the date of the agreement replacing the previous provision that it was payable on demand with 90 days' notice. The lender from 26 March 2026, may request the borrower repays all or part of the utilised portion of the loan, however as noted above whilst the Lender remains dissolved, they are unable to issue any repayment request. The Company and Polo Resources Limited previously agreed an increase in the interest rate from 12% to 15% per annum rising by 1.5% on the third anniversary and by a subsequent 1.5% on each anniversary thereafter. Furthermore, the lender may request conversion by the issuance of new ordinary shares in the Company at 7.5 pence per share (being the Issue Price) subject to any necessary regulatory approvals. The Company may elect to repay all
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