EGM Notice,Subscription,Interest & Fee Conversions

21 January 2026

GOLDSTONE RESOURCES LIMITED

("Goldstone" or the "Company")

Posting of EGM Notice, Conditional £2 million Subscription, Interest and Fee Conversions 

GoldStone Resources Limited (the "Company") announces that the notice of its extraordinary general meeting (the "EGM") has been posted to shareholders and will be available on the Company's website at www.goldstoneresources.com.

The EGM will be held at 11.00 a.m. on Thursday, 5 February 2026 at Faegre Drinker Biddle & Reath LLP, Level 18, 8 Bishopsgate, London EC2N 4BQ.

The Board recognises that the EGM provides an opportunity for shareholders to raise questions and comments. Shareholders who do not wish to attend the meeting in person are invited to submit any questions relating to the business of the EGM in advance by email to [email protected], no later than 11.00 a.m. on Monday, 2 February 2026. The Directors will endeavour to address all such questions.

Conditional £2.0 million Subscription

The Company is pleased to announce that it has conditionally raised £2.0 million (before expenses) by way of a subscription by an investor for, in aggregate, 200,000,000 new Ordinary Shares of 1 penny par value each in the capital of the Company (the "Subscription Shares") at a price of 1 penny per share (the "Subscription Price") (the "Subscription"). The Subscriber will also receive, for each Subscription Share, one warrant over a further new Ordinary Share exercisable at the Subscription Price for 24 months from the date of admission of the Subscription Shares to trading on AIM.

Following Admission, the Subscription Shares will represent approximately 15.16 per cent. of the Company's Enlarged Share Capital (as defined below).

Approximately £1.4 million of the net proceeds of the Subscription will be used to expedite the Company's exploration programme at the Homase Mine in Ghana, with the objective of expanding and enhancing the current JORC Resource, together with supporting business administration and working capital requirements. The balance of the funds will be used to evaluate and invest in gold projects outside Ghana in order to diversify the Company's asset base and seek to maximise shareholder value. It is noted that the Company is in advanced discussions regarding a potential investment in a company with gold assets in Sierra Leone. No binding agreements have been made yet, and the Company will provide further updates if any such agreements are finalised.

Interest Conversion - Gold Loan

The Company also announces that Asian Investment Management Services Limited ("AIMS") has agreed to accept settlement of approximately £1.45 million of accrued interest under the gold loan agreement with AIMS, entered into on 19 June 2020 (the "Gold Loan") by way of conversion into equity, at an agreed conversion price of USD4,250 per ounce and an exchange rate of USD:GBP 0.74.

Accordingly, the Company will issue 144,855,000 new Ordinary Shares at the Subscription Price (the "Interest Conversion Shares"). Following Admission, AIMS will represent approximately 29.91 per cent. of the Enlarged Share Capital (as defined below). Following the issue of the Interest Conversion Shares, the accrued interest remaining on the Gold Loan will be approximately 250 troy ounces in addition to the principal amount outstanding of 1,871.31 troy ounces. 

Related Party Transaction

As AIMS is a substantial shareholder of the Company, the issue of the Interest Conversion Shares is deemed to constitute a related party transaction under the AIM Rules for Companies. Having consulted with the Company's Nominated Adviser, Strand Hanson Limited, all of the Company's independent directors in respect of the Interest Conversion Shares (being all directors save for Campbell Smyth) consider the terms of such arrangement to be fair and reasonable insofar as Shareholders are concerned.

Director Fee Conversions

In order to preserve cash within the Company for working capital purposes, certain of the Company's directors have agreed to convert, in aggregate, USD301,153 (being approximately £222,853), representing 50% of outstanding directors' fees accrued and unpaid for the period from 1 January 2024 to 31 December 2025, into 22,285,317 new Ordinary Shares at the Subscription Price (the "Fee Conversion Shares"). Following Admission, the Directors interests in the Company's Ordinary Shares will represent, in aggregate, approximately 2.76 per cent. of the Company's Enlarged Share Capital, as set out below.

Related Party Transaction

The issue of the Fee Conversion Shares to certain directors of the Company is a related party transaction under AIM Rule 13 of the AIM Rules for Companies. Mike Jones and Kofi Amegashie, both independent directors in respect of the Fee Conversion Shares, consider, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, that the terms of the fee conversions in respect of the Directors listed above are fair and reasonable insofar as Shareholders are concerned.

Adviser Fee Shares

The Company will also issue to an adviser, in lieu of outstanding fees, 2,500,000 new Ordinary Shares together with one warrant over new Ordinary Shares on the same terms as the warrants issued pursuant to the Subscription (the "Adviser Fee Shares").

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for the Subscription Shares, Interest Conversion Shares, Fee Conversion Shares, and Adviser Fee Shares (together, the "New Ordinary Shares") to be admitted to trading on AIM ("Admission"). Admission is expected to become effective at 8.00 a.m. on Tuesday, 10 February 2026.

The New Ordinary Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.

Following Admission, the Company's issued share capital will comprise 1,318,830,114 Ordinary Shares, each with one voting right. The Company does not hold any shares in treasury. Accordingly, the total number of voting rights in the Company will be 1,318,830,114 (the "Enlarged Share Capital"), which shareholders may use as the denominator for the purposes of calculating their interests under the FCA's Disclosure Guidance and Transparency Rules.

Chief Executive Officer Statement, Emma Priestley, Chief Executive Officer, commented:

"We are pleased to have conditionally raised £2.0 million, which strengthens the Company's balance sheet and provides funding to accelerate exploration at the Homase Mine while also enabling us to consider additional opportunities beyond our core asset. The support shown through the subscription, together with the conversion of debt and fees into equity, demonstrates continued alignment with shareholders as we advance the Company's growth strategy."

For further information, please contact:

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, as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019.

About GoldStone Resources Limited

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

The Company is focused on developing the Akrokeri-Homase project in south-western Ghana, which hosts a JORC Code compliant 602,000oz 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. Production is currently focussed on the Homase Mine however it is the Company's intention to build a portfolio of high-quality gold projects, with a particular focus on the highly prospective Birimian Gold Belt.

PDMR Notification Forms:

The notifications below are made in accordance with the requirements of UK MAR.