Golden Rock Regulatory News (GCG)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

17 November 2021

Golden Rock Global plc

(the "Company" or "GRG")

Proposed Transaction and Suspension of Listing

GRG, the acquisition vehicle which is seeking opportunities in the 'FinTech' sector, is pleased to announce that it has signed a non-legally binding heads of terms ("Heads of Terms") with the shareholders of BOLT Global Limited ("BOLT GLOBAL") which set out the key terms for the proposed acquisition of the entire issued share capital of BOLT GLOBAL (the "Acquisition"). Although the consideration payable by the Company to the shareholders of BOLT GLOBAL has not yet been determined, it is anticipated that it will be satisfied entirely by the issue of new GRG shares. The Company also announces that it intends to carry out a contemporaneous fundraising to raise further working capital for the enlarged group.

BOLT GLOBAL is a blockchain-based media and decentralised finance ecosystem which operates Bolt+ (live streaming of media content) and Bolt X (digital assets wallet) platforms for the ‎content creator economy. As one of the first media companies to be focused on bringing affordable live ‎entertainment and accessibility to web3 technologies to the emerging markets, BOLT GLOBAL currently has already gathered ‎‎3.5 million users across 195 countries.‎

Should the Acquisition complete, it would constitute a Reverse Take Over ("RTO") under the Listing Rules and accordingly, the Company would apply for the re-admission of its shares to the Official List and the Main Market of the London Stock Exchange.

Therefore, at the request of the Company, the FCA has suspended the Company's listing on the standard segment of the Official List and trading on the Main Market of the London Stock Exchange has also been suspended as of 7.30am today, pending the publication of a prospectus providing further detail on BOLT GLOBAL and the Company as enlarged by the Acquisition, or an announcement that the Acquisition or RTO is not proceeding. Should the RTO not proceed, then the Company would need to apply for the suspension to be lifted and for trading to be restored.

There can be no certainty that the Acquisition will take place and it remains subject to, amongst other things, formal terms being agreed and the completion of legal and financial due diligence.

A further announcement will be made in due course.

-Ends-

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