Member Info for wasarunner

From the 2025 FY accounts:

"(iii) gold loan

The gold loan is initially valued at cost on day one and then revalued at spot rate at each financial year end. This gives rise to an embedded swap which is recorded separately in the financial statements as a financial derivative but is part of the overall gold loan. The loan is repayable in ounces of gold at a pre-determined rate, with interest accruing in ounces. Gold prices at the year-end are used to convert these amounts into a US dollar value. Ounces of mined gold used as repayment are recorded and recognised as revenue in the financial statements."

Pretty black and white, I'd say

The gold loan is due in gold so it's value fluctuates in $. You can see that by the announcement 28th Mar:

Fri, 28th Mar 2025 14:18Sharecast News

(Sharecast News) - Goldstone Resources announced on Friday that it has agreed to issue 49 million new shares to Asian Investment Management Services (AIMSL) in settlement of 247.72 troy ounces of accrued interest under its existing gold loan agreement.

At that time, shares were around 1p. 49m shares therefore is around £500k which values the gold at around £2k/oz. (gbp, not usd) Which was the prevailing gold price not the price of gold when the loan was agreed.

Given that it's around 2200oz now, plus interest accrued since then, how is the loan now not $7m+ at gold at $3.5k+?

What's the bull case though? pick a timeframe, any timeframe at all in the last few years (not minutes) and analyse:

- how did the shareprice perform over that timeframe

- how many raises did the company execute during the timeframe. Where did the shares go. Who got them. Where did the money raised go

- how many production targets were promised. How many were missed

but in case, none of those worries you how about these:

- debt is way more than mcap. And it's due in 4 months.

- the mine is secured against the largest creditor. Oh dear

- the last big creditor took a huge haircut and walked away

- two ex chairpeople are at legal loggerheads with the company and

- Priestley still hasn't ever said anything in her announcement that has come to pass

but yeah. I'm loving the bull case :)

if you're a trader, for sure, have a gamble. You might get 10%,20% you might even 10 bag. But say it for what it is, a complete gamble in a company run by, well, politely call them not entirely honest people

It has to get restructured one way or another. And there is no sensible way you can work out what today's equity is worth, if it stays public. And no they don't have to make an offer to shareholders. They just say 'I want my money'.

It's a complete lottery and given that Priestley is quite clearly playing the 'I'm not on your side PI' card you wouldn't touch it with a bargepole probably, if you weren't already invested. Sure the pump sounds alluring 'this time next hour it could be 0.8p' but it could also be 0p when the next material news lands. That debt, is mahusive. And yes this has been played all along, for sure, which is why a Mr Trew and a Ms List doth now protesting.

The final thing nobody knows really is what is the gold really like. It might just be really bad, and all the positive numbers are made up, or it might just be artificially made bad. You don't know. You're not there, looking over the leaching process. You take their word for it. And their word is worth - 0.

On the 1.6p offer, if it did indeed happen, we don't know whether it was encumbered or unencumbered. There's less than 1.6p left per share/shareholder when out of the proceeds you pay down your $7m+ loan. If that then valued the actual net shares lower then would AIMS even have agreed to it - as the largest shareholder.....

There's outright fraud (I've never alleged, and have never had evidence of that) and then there's 'running the company into the ground with a purpose in mind'. The latter has been played out, 100s of times on AIM. And guess what, these companies go on to do rather well privately. My personal opinion this is more the latter, and possibly some incompetence thrown in for good measure - but not as much incompetence as we are led to believe. But the good thing about it is - time will tell. One of 4 things will happen - the company will go kaputt totally, the company will go private (which is what I think most likely) or, the company will rise like a phoenix and make current holders many many bags (the least likely outcome IMO) or fourth, continue as a public entity but with a significant restructuring valuing current shares at who-knows-what.

That Emma isn't aligned with shareholders is really obvious - back in the day when I was a 1% shareholder, I owned more shares than she did. Yet by running the company into the ground she has taken a greater % than I ever had, while reducing the shareprice by 95% in the process. Go figure that one out....oh and she didn't buy her shares, she 'earned' them :)

Well if that's the case they obviously want it as a going concern. As a PI would I ever trust this management again? It's a lottery basically (AIM is, generally and obviously). If they fund it at 1p+ then I do agree there would be hope for PIs. They'd have to bring in partners I don't think they can keep it all as they would blow the % ownership limits and still the question remains how do they convert $7m+ loan - to they keep it on the books hoping the company can one day pay it out of cashflow? Because if they roll it in, at 1p/sh.....well, it's a lotta share.

'don't pay creditors' in this scenario also included bluegold. And no, somebody buying £3.5k open market doesn't solve your $7m+ debt due in 4 months problem.

>>Well how do you explain that they had barely $50k in the bank as of Dec 31st and they have raised no money since and operated all the way through 2025?

It's easy - don't pay creditors. You do know in Africa people/subcontractors are so desperate for the business they'll work 'for free' for months sometimes years in the hope of one day getting paid what they're owed right? And whether or not those figures ever make it into the audited accounts is a questionmark. Are they up to date with payments to Ghana for the licence fees etc? DO you know? Have they told the market - and if they do would you believe them? The problem is, as Corrumpo says, what they tell you and the reality are two different things. I too made the decisions (back in the day) based on what they told me because, well, being a listed company, that's what you believe. And I was wrong.

Where it goes from here depends on various parties appetite for keeping it listed/public and parties appetite for funding it. It's definitely popcorn time (if not invested) and worrying time if invested.

They essentially NEED another investor to come in now and take equity.....otherwise the debt interest conversion (at anywhere near current SP) takes them well over the threshold they would need to make an offer.....so if that's not what they want, they need another investor.

The other interesting 2 facts about AIMS are this - given that GRL won't be in a position to pay the interest in $ (preferring always unless actually profitable to reinvest it into keeping going/expanding etc) they get 'free shares' on the conversion of interest to shares. At the prevailing shareprice. So from AIMS point of view they might be happy for another holder to come in now in a raise because they maintain a very healthy position 'for free' at 31/12 when GRL won't pay them interest in $.

The second point is, they can't take much more equity themselves, without making an offer. So if they want it to remain listed, this scenario suits them a new investor coming in and them hovering around 30%, always with the security of the gold loan. The gold loan while it exists makes this investment 'free carry' for AIMS. ONce it's restructured it's no longer the case then they are bona fide equity holders here with proper skin in the game. Basically in the present situation AIMS can maintain a % position in the company without spending nearly any money as they seek new investors to come in.

The last scenario is what I was thinking was playing out which is they let it run to 31/12 and take the asset. It might not go that way I don't know the true intent here. But the principal stakeholders are clearly not very happy or very aligned...

Booboouberbear what you say does make sense. I guess the problem for new money coming in though is the same as the problem was for bluegold - if the mine itself remains secured by AIMS, then AIMS have the new investor by the curlies from day 1. That and the fact bluegold got screwed would suggest a couple of things - that either what's required is a 'complete' restructure of the gold loan as part of the cap raise to bring new people in, to remove it as an existential threat to the company to facilitate the raise. AIMS might agree to that but it's a colossal amount of $ so I don't know how that happens. In the latter restructure scenario yes it could stay listed but the existing holdings would be smashed royally. This might, of course, be what Paracle and Nguvu are fighting against because they get diluted super bigtime (if they can't/won't put in). I guess we're probably past the point where they put in to protect their stake as they clearly want management change as a minimum requirement.....

If it is (currently) secured then that puts AIMS in near total control in event of default and it's probably why Paracle and Nguvu are kicking off. It seems to me that they are effectively alleging this was deliberate run it into the ground so AIMS can take it. Their shares would be essentially worthless (like PI shares). It's a huge mess. For PIs I guess it's a big gamble if you buy now that equity survives. There's no right shareprice in this scenario because 0.3p -> 0p is the same % fall as 1p -> 0p or indeed 10p -> 0p. I don't think 0p is nailed on by any means but, well, this is going to play out relatively rapidly now because at least two things are happening - clearly, the company need money and - the date of the gold loan repayment is drawing nearer. I don't see how they secure funding from anyone except AIMS in this scenario - who else is going to put in just to lose it again like bluegold did?

By the way, I do believe the recent shenanigans may explain the 'failed' raise where they announced £1.9m or whatever and it became £600k. There must have been some big dust up of the principal stakeholders and one or more pulled out of the raise, I guess. At that point AIMS didn't put into the first round raise they came in later with a tranche obviously to keep the company afloat. I wonder if it was one or both of Nguvu and Paracle that pulled out.

Good luck to holders anyway I hope the least bad outcome for you happens, whatever that ends up being.

Personally I think the most important question is (and I don't know the answer, and as far as I know no PI here knows definitively and would probably have been a good question for the AGM) - is the gold loan secured, and exactly what against. That might determine the outcome here.... there are probably vastly different outcomes possible, on the basis of that information alone.

In all of this, if you do ever want to raise further money from third parties, it's best not to screw over the current creditors. That bluegold or whoever they were didn't manage to renegotiate their debt means Goldstone had already very little way of paying as much as it was, and indeed, bluegold decided to take what they could and run. That for me, was when the writing was on the wall - how do you get further funding in after that when the sceptre of the default on the gold loan is hanging over the company and they can't turn a profit?

If you're now bluegold.2 being approached by GRL you're already running a mile, unless you're an inside party and you're going to cut in on whatever deal happens when it does finally restructure. Because without some assurance or security, you're in the same position 6 months down the line as bluegold.1.

>> I think it would have to take an offer above the current share price for it to be taken over by AIMS or whoever.

I don't think you understand how cashflow works. I've run a couple of companies. It's pretty straightforward. AIMS (assume they have the asset (the mine, licence, whatever) secured against the gold loan go - on 31/12 - give me $7m or I'll have the mine (not GRL- the mine. GRL stays public except - it now has no mine).

GRL go - ok but we don't have the $7m. We'll ring around a few trusty friends to see if they'll lend it to us. Oh dear. They appear not to want to part with $7m when we haven't successfully produced gold in a whole bunch of years we've been trying successfully. Or, they'll lend us $7m but they want 100% of the equity for that price and we have to pay the debt out before the shareholders.

Insolvent means you can't meet your liabilities as they come due. The fact there's (meant to be) $1bn or multiples of gold in the ground doesn't help you here because - your liability is now, you haven't got it out of the ground, so if someone doesn't lend you $7m to take it out of the ground (which you hand over to aims), you get 0.

Already 1.6p offer is derisory when you consider what's in the ground (supposedly). A couple of billion dollars of gold for what £15m or something? Shareholders have to vote on the offer anyway and guess what AIMS says when they're offered 26% of £15m, when, if they just wait till 31/12/25 they can have 100% for free......

There might be some rescue/restructure - that's still possible but difficult with the hostile parties. Equity isn't going to get a lot IMO. You might get something and it might even be above what it is today but it isn't going to be 1.6p.

>>I don’t see how it could go private with investors getting 0

then look at all the aim companies where this has already happened. There are tons of them. Debt ranks above equity. Gold loan is secured against the asset (is it? still not clear). Then it's up to AIMS what happens and if they're not feeling charitable equity gets 0. Isn't that why Paracle etc are kicking off right now?

The only thing that confuses me right now is, if Paracle still have enough shares to block/counter or cause trouble, who the hell was the seller over the months. I was convincedi t was them and I was convinced they were exiting ahead of AIMS taking it.

Raise more shares in friendly hands -> dilute out the hostile hands (Paracle & Nguvu) -> take it private. That resolution didn't pass anyway so it's open war now. The only people who will take shares in a company at this stage of war in a placing are given assurance of their part in the eventual deal - i.e. 'friendly hands'. A third party wouldn't touch it. Especially after the last creditor got toasted.

Yes but don't think she's unfortunate collateral damage in all this. You think she wanted to mine profitably? Who's side do you think she's on? Was it not obvious from the AGM which side she's not on? Here's a hint - much easier to be a CEO of a private company than a public one..... to achieve it, all she had to do was not mine profitably. It's toast IMO (as a public company) but I've been wrong before so who knows. For the brave or foolish this is definitely a low price but it can still go to 0 (and in my opinion, will)

>>I can’t see a way out of this besides AIMSL taking control

100%. And that's probably why Paracle and Nguvu went to war. And taking control means it goes private, in this context. And not for money, for the debt. All they have to say is 'pay us the $7m or we take the asset'. How are they going to pay the $7m?