Goldstone Resources Regulatory News (GRL)

11 November 2021

GOLDSTONE RESOURCES LIMITED

("GoldStone" or the "Company")

Placing to raise £1m

GoldStone Resources Limited (AIM: GRL), is pleased to announce that the Company has raised approximately £1 million (before expenses) by way of a placing of 8,695,652 new ordinary shares of 1 pence each in the Company (the "Placing Shares") at a price of 11.5 pence per Placing Share (the "Placing Price") with a new institutional shareholder (the "Placing").

Use of Proceeds

The net proceeds of the Placing will be used predominantly to expediate the exploration, including a drilling programme, at the former underground mine at Akrokeri, formerly known as the Akrokeri Ashanti Mine Ltd (the "Akrokeri Mine"). The Akrokeri Mine was closed in 1909, having produced 75,000 ounces of gold at a final recovered average grade of 0.73 oz/t, equivalent to approximately 24 g/t, and was abruptly closed following an ingress of water. Work will expand upon previous drilling comprising nineteen Diamond Drill holes totalling 5,200 metres of core, which the Company re-logged in 2018 to discover high grade quartz veins up to 8 g/t including 1.5m @ 52.1 g/t and 17m @ 11 g/t, with individual assays up to 25 g/t.

In addition, the Placing proceeds will be used for costs associated with the expansion of the Mining Lease Area for the Homase Mine, announced on 3 December 2020, which includes an Environmental Impact Assessment and crop compensation, and in expanding the Mineable Resource of the Homase Mine as defined in the Definitive Economic Plan, 19 June 2019.

The Placing proceeds will also support the recommencement of mining, which includes moving to double shift, and for the ramp up of gold production, with first production expected to commence by the end of November 2021.

Emma Priestley, Chief Executive Officer, commented: 

"By completing this financing now, we can execute early on our objective for our planned exploration on the former underground mine at Akrokeri and other activities that can add value to the Homase Mine.

"We are look forward to providing further updates on the commencement of gold production, which is on track to commence before the end of November 2021."

Admission and Total Voting Rights

Application has been made for the 8,695,652 Placing Shares to be admitted to trading on AIM ("Admission") and Admission is expected to take place on or around 17 November 2021.

Upon Admission, the Company's issued ordinary share capital will consist of 459,033,996 ordinary Shares of 1 pence each in the Company ("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 459,033,996. 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.

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About GoldStone Resources Limited

GoldStone Resources Limited (AIM: GRL) is an AIM quoted exploration and development company with projects in Ghana that range from grassroots exploration to development.

The Company is focused on developing the Akrokeri-Homase project in south-western Ghana, which hosts a JORC Code compliant 602,000 oz 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. 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.

IMPORTANT INFORMATION

The information contained in this Announcement does not constitute an offering of securities for sale in the United States of America and no securities have been or will be registered under the United States Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction in the United States of America nor will they qualify for distribution under any of the relevant securities laws of Australia, Canada, Japan or the Republic of South Africa, nor has any prospectus in connection with the securities been lodged with or registered by the Australian Securities and Investments Commission. The securities may not be offered or sold in the United States of America. This Announcement is not for distribution directly or indirectly in or into the United States of America, Australia, Canada, Japan or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful.

This Announcement, does not constitute a prospectus or prospectus equivalent document for the purposes of the prospectus rules and has not been, and will not be, approved by, or filed with, the Financial Conduct Authority ("FCA"). It does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer of or invitation to buy or subscribe for, any securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. Any failure to comply with these restrictions may constitute a violation of the applicable securities laws in such jurisdiction. This Announcement does not constitute a recommendation regarding any securities.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification, or exemption, under the securities laws of any such jurisdiction.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by SP Angel or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

SP Angel is authorised and regulated by the FCA. SP Angel is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or SP Angel that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and SP Angel to inform themselves about, and to observe such restrictions.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

All times and dates in this Announcement may be subject to amendment. SP Angel shall notify the Placees and any person acting on behalf of the Placees of any changes.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Solely for the purposes of the product governance requirements contained within the following, each as imported into the laws of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as amended) and certain other enacting measures: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to an offer of securities such as the Placing Shares.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.