Goldstone Resources Regulatory News (GRL)

Goldstone Resources Limited

IRREVOCABLE UNDERTAKING

GoldStone Resources Ltd ("GoldStone" or the "Company"), the West and Central Africa focused gold exploration company, is pleased to announce that the Company has received an irrevocable undertaking from Unity Mining Limited ("Unity") to vote in favour of proposed changes to GoldStone's Articles of Association (the "Articles") at the forthcoming Annual General Meeting in December (the "Undertaking"). Unity is the Company's largest shareholder holding 75,414,166 ordinary shares, representing 33.63 per cent. of the issued share capital.

The Undertaking relates to two resolutions to be proposed at the AGM, each of which requires a majority of two thirds of shares voted, in person or by proxy, to be passed.

The first resolution to which the Undertaking relates proposes that the provisions of Chapter 5 of the Disclosure Rules and Transparency Rules (the "DTRs") shall be deemed to be incorporated by reference into the Articles. The passing of this resolution would require shareholders to notify the Company of changes to their holdings in accordance with the DTRs.

The second resolution relates to the proposed inclusion in the Articles of provisions governing the conduct of any takeover of the Company. The UK Takeover Code (the "Code") does not apply to GoldStone due to the place of central management being outside the UK and Channel Islands. The proposed change to the Articles provides, amongst other things, that when any person, together with any persons acting in concert, becomes interested in shares which carry 49 per cent. or more of the voting rights of the Company, such person would be required under the Articles to make an offer for the remainder of the Company's share capital. In line with the provisions of the Code, such offer would be required to be in cash at not less than the highest price paid by the offeror, or any person acting in concert with it, for any interest in the shares in the previous 12 months.

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