Goldstone Resources Regulatory News (GRL)

27 September 2017

GOLDSTONE RESOURCES LIMITED

("GoldStone" or the "Company")

Goldstone Announces £1.5 million Subscription

The Board of Goldstone Resources Limited (GRL:AIM) is pleased to announce that the Company is raising £1.5 million gross by way of a subscription for 100,000,000 new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") (the "Subscription Shares") at 1.5 pence per Subscription Share (the "Subscription Price") with new and existing shareholders (the "Subscription").

The Subscription

The Subscription Shares will represent approximately 40.17 per cent of the Company's enlarged issued share capital and application will be made for the admission of the Subscription Shares to trading on AIM. Subject to receipt of the proceeds of the Subscription, expected shortly, it is anticipated that dealings in the Subscription Shares will commence at 8.00 a.m. on 6 October 2017 ("Admission"). The total number of shares in issue following Admission will be 248,968,523, which 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, Goldstone under the Financial Conduct Authority's Disclosure and Transparency Rules.

The Subscription Price represents a discount of approximately 31.8 per cent. to the closing mid market price of the Company's Ordinary Shares on 26 September 2017, being the latest practicable date prior to this announcement, and a discount of approximately 21.2 per cent. to the Company's average closing mid market price for the 30 days prior to 26 September 2017.

BCM Investment Limited ("BCM") is subscribing for 50,000,000 Subscription Shares as part of the Subscription, representing approximately 20.08 per cent. of the Company's issued share capital on Admission. BCM and its subsidiaries (together, the "BCM Group") has provided the Company with mining services in relation to the Company's current drilling programmes. As part of the relationship which has developed between the Company and BCM Group as a result of this work and the fact that the BCM Group is supportive of the Company's strategy, discussions that have been ongoing over recent weeks have culminated in the BCM Group supporting the Company through its participation in the Subscription.

BCM is one of Africa's largest private contract miners. BCM Group began as "Bayswater Contracting", a family firm in Western Australia in the early 1950s, involved primarily in the civil works and mining construction business. Under the same family ownership, BCM Group expanded into Ghana in 1990 and thereafter further into Mali, Tanzania, Guinea and Niger. By 2000, BCM had established itself as one of the leading mining and civil contractors in Sub-Saharan Africa. In 2004, BCM became the first Western-style mining contractor in Central Asia, with operations in Uzbekistan and Kazakhstan. BCM are seeking partners to develop resource projects in West Africa.

Relationship Agreement

The Company, BCM and Strand Hanson have entered into a relationship agreement, to provide certain safeguards to ensure, inter alia, that for so long as BCM and its associates together are entitled to exercise or control the exercise of 20 per cent. or more of the issued share capital of the Company, GoldStone is capable of carrying on its business independently of BCM as a substantial shareholder.

Use of Proceeds

The proceeds of the Subscription will be applied to the Company's operations and the general advancement of the Company's corporate objectives.

Related Party Transaction

Paracale Gold Limited ("Paracale"), an existing shareholder in the Company, will be subscribing for 30,000,000 Subscription Shares pursuant to the Subscription. On Admission, Paracale will hold an aggregate holding of 70,352,377 Ordinary Shares in the Company representing approximately 28.26 per cent. of the Company's issued share capital on Admission. As Paracale is currently interested in approximately 27.09 per cent. of the Company's current issued share capital, the issue of Subscription Shares to Paracale is a related party transaction under the AIM Rules for Companies. The Company's Board of Directors, having consulted with the Company's nominated adviser, Strand Hanson Limited, considers that the terms of the proposed issue of the Subscription Shares to Paracale are fair and reasonable insofar as the Company's shareholders are concerned.

Neil Gardyne, Non-Executive Chairman, commented:

"We are delighted to welcome BCM as a shareholder and partner to Goldstone and with the continued support from existing shareholders in raising £1.5 million in an uncertain market. We look forward to applying these funds to furthering the Company's objectives and accelerating growth with Homase/Akrokerri Project in Ghana."

For further information, please contact:

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The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulations (EU) No. 596/2014.

About GoldStone Resources Limited

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

The Company is focused on developing the Homase-Akrokerri project in south-western Ghana, which hosts an existing 602,000 oz gold JORC Code compliant resource at an average grade of 1.77g/t, along strike from the Obuasi Gold Mine, one of the World's major gold mines with a total historical and current resource in excess of 70 million ounces of gold. 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.