Goldstone Resources Ltd Final Results

Share Name	Share Symbol	Market	Type	Share ISIN	Share Description
Goldstone Resources Limited	LSE:GRL	London	Ordinary Share	JE00BRJ8YF63	ORD 1P

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.175	14.00%	1.425	1.35	1.50	1.425	1.25	1.25	2,635,364	16:28:12

Industry Sector	Turnover	Profit	EPS - Basic	PE Ratio	Market Cap
Gold Ores	2.2M	-2.69M	-0.0038	-3.74	8.92M

RNS Number : 4342U

Goldstone Resources Ltd

28 June 2024

GOLDSTONE RESOURCES LIMITED

("GoldStone" or the "Company")

Final Results for the year ended 31 December 2023

GoldStone Resources Limited (AIM: GRL) announces its final results for the year ended 31 December 2023.

The Annual Report and Accounts for the year ended 31 December 2023 will shortly be available to view and download in full on the Company's website at www.goldstoneresources.com. Hard copies of the Annual Report and Accounts are available on request.

For further information, please contact:

GoldStone Resources Limited
Emma Priestley	Tel: +44 (0)1534 487 757
Strand Hanson Limited
James Dance / James Bellman	Tel: +44 (0)20 7409 3494
S. P. Angel Corporate Finance LLP
Ewan Leggat / Charlie Bouverat	Tel: +44 (0)20 3470 0501
St Brides Partners Ltd Susie Geliher	Tel: +44 (0)20 7236 1177

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 in Ghana, with a particular focus on the highly prospective Ashanti Gold Belt.

CHAIR'S REPORT

The team has had a dual focus during 2023; firstly to improve operational performance at our first mining operation, the Homase Gold Project in the Ashanti Region of Ghana, and secondly to advance the corporate activities of the Company in order to resume trading of the Company's Ordinary Shares on the AIM market of the London stock exchange. 2023 was undoubtedly challenging for the whole team, however as at the time of writing, the business is now back on an even keel, and we are excited and enthusiastic about GoldStone's future.

The Company announced in January 2023 that it had raised £2,400,000 via the issue of a convertible loan note and used the proceeds to invest in the necessary equipment and infrastructure to improve the long-term production profile of the Homase Mine. Equipment was bought, and the plant was modified to increase the gold recovery factor to an average of 60-70%. Mining and stacking recommenced in June 2023, with approximately 1,257oz produced in 2023, and production and stacking is expected to increase throughout 2024 which will in turn increase the gold production and sales. At the time of writing, a total of 1,350oz has been produced from the Homase Mine in 2024, and the Board is confident that this production, combined with the Company's recent fundraising activities, will support production at this rate over the months to come.

Despite the hard work and perseverance of the team during 2023, we did not reach our production target for 2023. Today, approximately 810 ounces are estimated by management, remaining within the heap, classed as Gold in Process ("GIP"), but there will be limited recovery from this GIP gold until an alternative process method is introduced, which the Company is reviewing.

As Shareholders will be aware in November 2023, the Company's secured gold loan from Asian Investment Management Services Limited ("AIMSL") was due for repayment. Post period end, in January 2024 the Company agreed a standstill arrangement with AIMSL which, following a further amendment, has deferred repayment until 31 December 2025. This has been an important development for GoldStone, and one which prompted a corporate restructure, including the appointment of myself as Chair of the Board and the appointment of Campbell Smyth, who represents the AIMSL shareholder. This also prompted the recruitment of a new operational team at Homase, which the Nguvu Mining Ltd has aided and assisted in. I see this as a new dawn for GoldStone and, speaking on behalf of the Board, we are all extremely eager to ramp up production and, subject to availability of capital, conduct further exploration drilling to begin to unlock the true value of the Homase and Akrokeri Projects.

I would like to take this opportunity to thank the GoldStone management team, some of whom have been working in difficult conditions for many months at a time; their dedication and commitment to making a success of this project is commendable. I would also like to thank my predecessor, Bill Trew, for his contributions to the Company, who stood down from the Board of Directors on 1 April 2024. Above all, I would like to thank our very loyal and patient shareholders for their continued support. The road to gold production is rarely a straight or easy one, however with the Homase Mine in production, great exploration potential, and a defined plan to improve our production profile over the long-term, I think we are in a solid position to deliver growth in the future.

Angela List

Non-Executive Chair

Chief Executive Officer's REPORT

Whilst our operational efforts during 2023 were perhaps overshadowed by corporate and financial developments in the year, I am proud to say that our team on site continue to work towards the realisation of our production and expansion objectives at the Homase Project and the Akrokeri Underground Mine, located in Ghana.

The Company's strategy remains optimising current production at our first productive asset, the Homase Open Pit Mine. In the first half of the year, as announced in May 2023, the Company acquired front-end loaders, tractor and excavators, and the required plant, including a second stacker and vibrating screens, were delivered to site, with the objective of ramping up production at Homase.

The Company subsequently made significant improvements to the existing dry plant to enable it to perform more in line with expectations. The agglomeration drum for the second dry plant has been completed and a second screen has been ordered, with the additional 30 metres of conveyors are to be fabricated. The Company also purchased two second hand 30 tonne excavators, two new front-end loaders, a truck crane, TLB, tractor and supporting associated accessories.

In line with the enhancements to the dry plant, mining commenced in Pit 2 of the Homase Mine in May 2023, with an initial stripping ratio of 3:1, and to date some 145,000 tonnes of ore have been mined at an inferred grade of 1.1g/t. Stacking recommenced in June 2023, and plant feed has been maintained at an average of 1,000 tonnes per shift, running on a single shift basis. The Company can report that for 2023, approximately 1,250 ounces (39 kilos) of fine gold was produced and shipped.

Notwithstanding the process plant challenges experienced during 2023, external factors, including supply shortages, volatile currency markets and spiralling costs for consumables, all played a part in the Company's financial performance. In light of this, the Homase Mine has not yet achieved consistent positive site-level cash flow, primarily due to a lower-than-expected production rate and ongoing inflationary pressures, in particular in relation to fuel, spares, consumables and reagents.

The Company is taking proportionate steps to improve production at the Homase Mine, which were implemented during 2023 and will continue through 2024.

The second strand of our planned strategy for H2 2024 is the continued exploration within the licence areas of the Company's two prospecting Licences that encompass the expansion of the Homase Mine and at the former underground mine at Akrokeri

Continuous desktop reviews of historical exploration datasets for the Homase mine and its extended mineralised trend (announcement 20 June 2018) that extends north-east and south-west of the current Homase Mine and is open at depth. Within the Homase mining lease, the mineralised zone extends over NNE-SSW distance of approximately 5km and this includes a substantial deeper gold resource of c. 600,000 oz underlying and NNE of the Homase pit. There is also a parallel zone (Adubriem) around 800 m in length within the exploration permit area that has yet to be systematically explored.

Historical records that there was significant close spaced drilling undertaken beneath the former pit mined by Ashanti Goldfields Corporation's ("AGC" - now AngloGold Ashanti), between 2002 and- 2003, and it is evident that the grade improves markedly at depth with the transition through 5-10 m of transition ore to sulphide ore. This former AGC pit is referred to as Pit 4 under the current mine plan.

Notwithstanding the mineralogical changes with depth, the oxide cap that is currently being mined along the Homase trend is some 40-50 metres thick and averages 1.1g/t

The Company is fortunate to have the feasibility study and metallurgical testwork data that was undertaken by AGC in the early 2000's and this shows that the primary sulphide ore is predominantly non-refractory. Drilling beneath the AGC pit (now Pit 4) was in places drilled at 25 m intervals along strike and has allowed the Company to identify an in-house resource of 41,702 oz gold with a grade of 6 g/t to an inclined depth of 60 m, the overall dip of the ore zone being steep to near-vertical.

The Company intends to undertake further drilling of this section of the Homase trend, including Pits 1-4, targeting the primary ore at vertical depths of 50-120 m, with the objective of exploiting the deeper ore via the existing open-pitting operation.

Exploration development of the formerly producing Akrokeri Underground Mine remains a key pillar of our expanded exploration strategy. In April 2023 the Company provided a comprehensive update on the diamond drilling undertaken in 2022 at Akrokeri. This diamond drilling programme at Akrokeri, confirmed the Company's belief that the Akrokeri mineralisation occupies a significant structural corridor that extends to both the south and north of the historical underground mine, with significant intercepts including:

· 22AKDD001: 6.50 metres @ 1.63 g/t from 7.7 metres, including 3.5 metres @ 2.35 g/t;

· 22AKDD002: 4.10 metres @ 11.01g/t from 46.0 metres, including 1 metre @ 41.04g/t;

· 22AKDD003: 3.60 metres @ 5.77g/t from 69.4 metres, including 1 metre @ 12.06g/t;

· 22AKDD006: 5.74 metres @ 3.43g/t from 55.66 metres, including 1.1 metres @ 15.25g/t;

· 22AKDD008: 3.00 metres @ 3.08g/t from 34.8 metres, including 1.0 metre @ 5.23g/t;

· 22AKDD008: 3.70 metres @ 2.54g/t from 72.6 metres, including 2.2 metres @ 4.03g/t;

· 22AKDD009: 4.80 metres @ 7.31 g/t from surface, including 1.0 metre @ 25.8 g/t;

· 22AKDD015: 1.0 metre @ 4.53 g/t from 61.9 metres;

· 22AKDD015: 1.10 metres @ 11.23 g/t from 95.7 metres, including 0.5 metre @ 20.01 g/t;

· 22AKDD016: 12.0 metres @ 0.93 g/t from 79.3 metres, including 1.6 metres @ 2.97 g/t; and

· 22AKDD019: 2.80 metres @ 1.84 g/t from 72.0 metres, including 2.2 metres @ 2.21g/t.

Key findings of the drilling, which comprised a total of 20 diamond drillholes, 14 probing the southern extension of the South Shaft and the remaining six holes around the North Shaft, showed the wide mineralised lode hosting gold at 4.1m @ 11.01 g/t, including 1m @ 41.04 g/t in hole 22AKDD002. The results give strong grounds for continued exploration and further core drilling at Akrokeri.

Corporate and Financial Review

Losses from operations for the 12 months to 31 December 2023 were US$2,687,330 (2022: loss US$674k).

The financial statements at year end show the Group's balance sheet, with net assets standing at US$9.2 million against net assets of US$12.8 million at the end of the previous year.

Cash and cash equivalents as at 31 December 2023 were US$121k (2022: US$113k).

On 27 January 2023, GoldStone announced that it had issued convertible loan notes to Blue Gold International Limited ("BGL" or "Blue Gold") in the nominal amount of £2,400,000 and which are due for redemption on 30 November 2024. At the election of BGL, the Loan Notes (together with accrued interest to date) may be converted (in whole or in part) at any time prior to redemption into new ordinary shares of 1 penny each in the capital of the Company ("Ordinary Shares") at a conversion price of £0.0325 per share. BGL has also received warrants to subscribe for up to 60,000,000 Ordinary Shares at a price of £0.04 per share, exercisable at any time until 26 January 2025.

The Group prepares regular management accounts and financial forecasts to monitor and manage working capital requirements and potential future funding. The accounts and forecasts are regularly reviewed and challenged by the Board.

Post Period Developments

On 3 January 2024, the Company announced a Standstill Agreement with AIMSL in respect of its gold loan agreement to 29 June 2024, which was subsequently extended to 31 December 2025. In January 2024, the Company also appointed Angela List as Chair of the Board, and for an operational management team to be mobilised to GoldStone's operations. The Standstill Agreement allowed for the Company to complete a fundraise which raised gross proceeds of £834,000, as announced on 23 May 2024 (the "Fundraise").

In addition to the fundraise, AIMSL agreed to convert and settle the interest accrued to 31 December 2023 by the issue of ordinary Shares of £0.01 each in the capital of the Company (the "Conversion Shares"), 52,800,000 Conversion Shares were allotted, representing approximately 300 oz of the 578.4 oz of gold interest accrued on the Gold Loan to 31 December 2023. This is in order to ensure AIMSL's interest in the Company remains below 30% of the Company's issued share capital on Admission. The balance of the Conversion Shares will be issued to AIMSL in due course on the same terms at such time as this can be achieved without increasing AIMSL's interest in the Company's Ordinary Shares above 30%. The resulting share issue to AIMSL is 194,800,000 ordinary shares representing 29.68%.

As part of the Standstill Agreement, Mr Campbell Smyth was appointed as a Non-Executive Director, as the nominee director of AIMSL on the 5 June 2024.

In 2024 to date, the Company has produced approximately 1,350oz, averaging 225 oz of gold per month, from the Homase Mine in 2024 to date, and the Board believes production can be maintained at least at this rate over the coming months. The Company may, in due course, seek to raise additional capital to support increasing its rate of production and additional exploration activities to increase the Company's resource base, and to reduce creditors.

Risk management

The Board has identified the following as being principal strategic and operational:

a. development and mining

Development and mining for natural resources is speculative and involves significant risk.

Planned production schedules may not be achieved as a result of unforeseen operational problems, machinery malfunctions or other disruptions. Operating costs and profits for commercial production therefore remain subject to variation, such as gold prices or not achieving the expected recovery rates. Inflation and supply chain issues, which are affectively the global economy, may also impact on recovery rates.

The Board are evaluating each stage of the development and mining of the Group's projects, site by site, in order to mitigate as far as possible these risks inherent in production. Use of modern technology and electronic tools assist in reducing risk in this area. Good employee relations are also key in reducing the exposure to labour disputes. The Group is committed to following sound environmental guidelines and practice and is keenly aware of the issues surrounding each individual project.

b. country and political

GoldStone's country of operation is Ghana. Emerging market economies could be subject to greater risks including legal, regulatory, economic and political risks and are potentially subject to rapid change.

The Board routinely monitors political and regulatory developments in Ghana. The Ghanaian Government continues to be supportive towards the mining sector, including the improved regulation of small-scale mining operations, thus ensuring controlled management of neighbouring areas.

In addition, the Group actively engages in dialogue with relevant Government representatives in order to keep abreast of all key legal and regulatory developments applicable to areas of interest. GoldStone maintains internal processes to ensure that it is wholly compliant with all relevant regulations in order to maintain its licences.

It is noted that security risk is inherent with a business operating in an emerging economy such as Ghana, particularly for a producing gold mine. The Company is increasing its engagement with the government and its governing bodies to monitor the emerging country risk in order to ascertain any particular risks or trends that can be identified and mitigated to seek to ensure the security of our people and our business.

The Company has increased its focus on security and management plans and is continuously monitoring any security issues, threats and emerging potential issues through global and national advisory services, government security intelligence and local engagement, to establish an appropriate and effective security approach that is also aligned with the Voluntary Principles of Security and Human Rights.

c. social, safety and environmental

The Group's success depends upon its social, safety and environmental performance as failures may lead to delays or suspensions of its activities. The Group takes its responsibilities in these areas seriously and monitors its performance across these areas on a regular basis.

The Group experienced no fatalities for the 2023 financial year and no lost-time injuries, which contributes to the Group's commendable safety performance. The Group has set out to create an environment of zero harm by creating a safe and healthy workplace and managing our activities in a way that eliminates accidents, minimises health and safety risks and promotes excellence in the performance of our operations.

As the Homase Mine increases production, the Group is strengthening its relationships with the communities living within the concession areas and close to the projects. The immediate focus for each of the villages within the licences, has been sanitation and drinking water, and improving the school facilities, maintaining the buildings and providing school uniforms. The Group continues to build on the community relationships to assist the smallholder farmers and ensuring a "community first" approach when recruiting. These schemes benefit both the communities and the investors in which the Group will be operating.

d. financial

AIMSL, which holds the secured Gold Loan of 2,000 troy ounces, @ USD1,500/ounce, evaluating to US$3.0 million, supported the Group by agreeing to a number of deferments of interest payments throughout 2021 and 2022, and continues to support the Company. Post period end, as announced on 3 January 2024, the Company had received notification that a standstill agreement for a further 6 months, to the 29 June 2024 had been agreed, this has subsequently been extended to 31 December 2025. The conditions which have been agreed to, included a repayment plan to repay the loan, a change in leadership of the Chair and operational team at the Homase mine.

The Company announced on 23 May 2024 that it has raised £834,000 before expenses by way of a Subscription of, in aggregate, 83,400,000 new ordinary shares of 1 penny par value each in the capital of the Company at a price of 1 penny per share, together with one warrant per ordinary share to subscribe for a further new Ordinary Share at an exercise price of 2 pence during the period of 24 months from the date of Admission. AIMSL, subscribed for 20 million ordinary shares, taking their holding to 142 million ordinary shares.

The Board believes that the Fundraise, in conjunction with the Group's ongoing revenues and creditor arrangements, provides sufficient working capital for continued operations.

Emma Priestley

Chief Executive Officer

Consolidated statement of financial position

as at 31 December 2023

in united states dollars	note	31 December 2023	31 December 2022
Assets
non-current assets
property, plant and equipment	9	19,429,551	19,967,587
total non-current assets		19,429,551	19,967,587
current assets inventory	12	2,189,375	114,376
trade and other receivables	11	407,455	870,468
cash and cash equivalents	13	121,432	113,312
total current assets		2,718,262	1,098,156
total assets		22,147,813	21,065,743
Equity
share capital - ordinary shares	15	6,865,393	6,836,778
share capital - deferred shares	15	6,077,013	6,077,013
share premium	15	35,218,946	35,143,117
foreign exchange reserve	15	(6,910,817)	(5,930,054)
capital contribution reserve	15	555,110	555,110
share options reserve	15, 17	-	-
accumulated deficit	15	(32,584,552)	(29,897,222)
total equity		9,221,093	12,784,742
Liabilities
non-current liabilities
provision for rehabilitation	14	821,622	821,622

total non-current liabilities		821,622	821,622
current liabilities
trade and other payables	19	3,972,329	3,647,352
Borrowings	18	8,132,769	3,812,027
total current liabilities		12,105,098	7,459,379

total liabilities		12,926,720	8,281,001
total equity and liabilities		22,147,813	21,065,743

Consolidated statement of comprehensive income

for the year ended 31 December 2023

in united states dollars	note	year ended 31 December 2023	year ended 31 December 2022

revenue	5	2,197,660	8,902,549
cost of sales	7	(936,480)	(5,746,204)
Gross profit		1,261,180	3,156,345

expenses	7	(2,559,369)	(3,319,225)
operating loss	7	(1,298,189)	(162,880)

finance costs	8	(1,389,141)	(511,533)


loss before and after tax from continuing operations		(2,687,330)	(674,413)
items that may be reclassified subsequently to profit and loss:
foreign exchange translation movement		(980,763)	(4,597,658)
total comprehensive loss for the year		(3,668,093)	(5,272,071)

loss per share from operations
basic and diluted losses per share, from continuing and total operations, attributable to the equity holders of the company during the year (expressed in cents per share)	16	(0.005)	(0.001)

Consolidated statement of changes in equity

for the year ended 31 December 2023

in united states dollars	note	share capital ordinary shares	share capital deferred shares	share premium	foreign exchange reserve	capital contribution reserve	share options reserve	accumulated deficit	total equity

balance as at 31 December 2021		6,383,213	6,077,013	33,535,384	(1,332,396)	555,110	3,535,197	(32,758,006)	15,995,515
total loss for the year		-	-	-	-	-	-	(674,413)	(674,413)
translation movement		-	-	-	(4,597,658)	-	-	-	(4,597,658)
loan derivative movement		-	-	-	-	-	-	-	-
total comprehensive loss for the year		-	-	-	(4,597,658)	-	-	(674,413)	(5,272,071)
warrants granted in period		-	-	-	-	-	-	-	-
warrants exercised in period		251,885	-	497,875	-	-	-	-	749,760
share issue		201,680	-	1,109,858	-	-	-	-	1,311,538
transfer	15	-	-	-	-	-	(3,535,197)	3,535,197	-
balance as at 31 December 2022		6,836,778	6,077,013	35,143,117	(5,930,054)	555,110	-	(29,897,222)	12,784,742
total loss for the year		-	-	-	-	-	-	(2,687,330)	(2,687,330)
translation movement		-	-	-	(980,763)	-	-	-	(980,763)
total comprehensive loss for the year		-	-	-	(980,763)	-	-	(2,687,330)	(3,668,093)
warrants granted in period	17	-	-	-	-	-	-	-	-
warrants exercised in period	17	-	-	-	-	-	-	-	-
share issue	15	28,615	-	75,829	-	-	-	-	104,444
transfer	15	-	-	-	-	-	-	-	-
Balance as at 31 December 2023		6,865,393	6,077,013	35,218,946	(6,910,817)	555,110	-	(32,584,552)	9,221,093

Consolidated statement of cash flows

for the year ended 31 December 2023

In united states dollars	note	year ended 31 December 2023	year ended 31 December 2022

cash flow from operating activities

operating loss for the year before and after tax		(2,687,330)	(674,413)
adjusted for:
- finance costs	8	1,389,141	511,533
- depreciation	9	288,653	272,404
- gold loan settlement		(10,529)	(1,191,427)
- director and senior management fees		104,444	245,839
- foreign exchange differences		452,145	812,410
- changes in working capital		(1,287,006)	645,290

net cash generated by/(used in) operating activities		(1,750,482)	621,636

cash flow from investing activities

acquisition of property, plant and equipment	9	(1,183,526)	(1,593,787)

net cash used in investing activities		(1,183,526)	(1,593,787)

cash flow from financing activities

proceeds from loan note issues	18	2,942,128	-
repayment from bond issues	18	-	-
proceeds from share issues		-	748,939

net cash generated from financing activities		2,942,128	748,939

net decrease in cash and cash equivalents		8,120	(223,212)

cash and cash equivalents at beginning of the year	13	113,312	336,524

cash and cash equivalents at end of the year	13	121,432	113,312

in united states dollars	year ended 31 December 2022	cash flows	other non-cash changes	year ended 31 December 2023
net cash:
cash at bank and in hand	113,312	8,120	-	121,432

debt:
shareholder loan	-
gold loan	(2,906,262)	10,529	(504,120)	(3,399,853)
derivative	(905,765)	-	(657,996)	(1,563,761)
loan notes	-	(2,942,128)	(227,027)	(3,169,155)
	(3,812,027)	(2,931,599)	(1,389,143)	(8,132,769)

net debt:	(3,698,715)	(2,923,479)	(1,389,143)	(8,011,337)

Other non-cash changes relate to interest accruing on the gold loan.

in united states dollars	year ended 31 December 2021		cash flows	other non-cash changes	year ended 31 December 2022
net cash:
cash at bank and in hand	336,524	(223,212)		-	113,312

debt:
shareholder loan	(742,587)	-		742,587	-
gold loan	(3,769,500)	-		863,238	(2,906,262)
derivative	(728,770)	-		(176,995)	(905,765)
bonds	(300,000)	-		300,000	-
	(5,540,857)	-		1,728,830	(3,812,027)

net debt:	(5,204,333)	(223,212)		1,728,830	(3,698,715)

Notes to the consolidated financial statements

for the year ended 31 December 2023

1. reporting entity

The consolidated financial statements for the year ended 31 December 2023 (the "financial statements") comprise GoldStone Resources Limited (the "Company") and its subsidiaries, set out in note 23, (together referred to as the "Group").

The Company is quoted on the AIM market of the London Stock Exchange and is incorporated and domiciled in Jersey, Channel Islands. The address of its registered office is 2^nd Floor, International House, 41 The Parade, St. Helier, Jersey, JE2 3QQ. The Company's principal activity is that of a holding company. The Group's principal activity is exploration and mining of gold and associated elements.

2. basis of preparation

(a) statement of compliance and basis of preparation

The Group's annual report is for the year ended 31 December 2023 and includes the consolidated financial statements of the Group prepared in accordance with UK-adopted International Accounting Standards.

The consolidated financial statements have been prepared using accounting policies set out in note 3 which are consistent with all applicable UK-adopted International Accounting Standards.

The consolidated financial statements have been prepared under the historical cost convention except for the treatment of share-based payments and derivatives. The consolidated financial statements are presented in United States Dollars ("$").

The preparation of consolidated financial statements in conformity with UK-adopted International Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts in the consolidated financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the consolidated financial statements, are disclosed in note 2(d).

(b) going concern

The financial statements have been prepared assuming the Group and Company will continue as a going concern for at least twelve months from the date of approval of these financial statements. In assessing whether the going concern assumption is appropriate, the directors have taken into account all available information for the foreseeable future; in particular for the 12 months from the date of approval of these financial statements. This assessment included consideration of future revenues as the Group has recommenced gold production, and is building production up with existing cash resources and available facilities.

The Group had available cash of US$121k as at 31 December 2023 (2022: US$113k).

AIMSL, who hold the secured Gold Loan of US$3.0 million, supported the Group by agreeing to a number of deferments of interest payments throughout 2021 and 2022, continues to support the Company. Post period end, the company has entered into a standstill agreement, the conditions of which included a plan to repay the loan from July 2024 and a change in Chairman and the operational team at the Homase mine. A further agreement then extended the standstill period to 31 December 2025. AIMSL have also agreed to convert and settle the interest accrued to 31 December 2023 by the issue of new Ordinary Shares.

The Company continues to actively pursue funding proposals and/or similar potential solutions to enable the Company to seek to extend, renegotiate or refinance the outstanding secured Gold Loan and the provision of additional working capital, but there can be no guarantee that such an agreement can be reached or additional working capital provided. The Board is taking appropriate professional advice, but in the event that a solution cannot be achieved and the outstanding principal amount of the Gold Loan and accrued interest thereon (which as of 31 December 2023 amounted to, in aggregate, 2,449 ounces of gold) as of 10 April 2024, the Company extended the Standstill Agreement, to 31 December 2025, and agreed to convert and settle the interest accrued to 31 December 2023 by the issue of ordinary Shares. If the Gold Loan cannot be repaid or rescheduled prior to 31 December 2025, security over the Company's primary assets could potentially be enforced.

The Group commenced commercial production in January 2022. This was later than previously anticipated due to permitting issues and then with the operational setbacks, production has not been delivering the expected revenues. With the CLN investment in January 2023, this enabled the Company to invest in new plant and equipment to help improve and increase the production and staking onto the Heap Leach. Mining and Staking recommenced in June 2023 and the cashflow projections are based upon increasing the production and staking, which has improved in 2024, which in turn will improve revenues. 2023 gold produced and sold amounted to approximately 1,250 ounces of gold bullion.

The financial models and projections prepared by the Board, in order to monitor cash flow, demonstrate that the Group, in common with many businesses engaged in the early stages of development will require additional funds and/or funding facilities in order to fully develop its business, which is a follow on from the delays and problems encountered with production and permitting, and for the exploration to expand the resource. With continued support from the Group and Companies shareholders, the directors are confident that the Group and Company are able to meet their liabilities as they fall due.

At the date of this report the Board is, therefore, confident of the ability of the Group and Company to continue mining and make the on-going operational improvements, as announced in January 2023. The Board is confident that with the continued support of the shareholders, the Group and Company can meet all its contractual obligations as they fall due for the foreseeable future and therefore, the Board believes it is appropriate to continue to adopt the going concern basis.

Although the Board is confident that it will be able to raise further funding if and when required, there is always a risk that this may not be possible. In April 2024 the Company announced a conditional Subscription of 83,400,000 new ordinary shares at the closing offer price of 1 penny per ordinary share. The Subscription Shares shall have one warrant attached with an exercise price of 2 pence for a period of 24 months from the date of admission. In addition, the Company has agreed an extension of the standstill agreement until 31 December 2025, as announced on 10 April 2024 and for the conversion of the accrued interest to 31 December 2023 to be converted in addition to the conditional Subscription

Items included in the financial statements of each of the Group's subsidiaries are measured using the currency of the primary economic environment in which the entity operates (its functional currency). These consolidated financial statements are presented in United States Dollars, which is the functional and presentational currency of the Group.

In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date.

Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are included in the statement of comprehensive income for the period.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are expressed in United States Dollars using exchange rates prevailing at the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising if any, are classified as other comprehensive income and are transferred to the Group's translation reserve.

When the settlement of monetary items receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign currency gains and losses arising from such items are considered to form part of a net investment in foreign operations and are recognised in other comprehensive income, and presented in the exchange reserve in equity.

(d) use of estimates and judgements

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in a period of the revision and future periods if the revision affects both current and future periods.

The following are the key estimates and judgements that have a significant risk of resulting in a material adjustment within the next year:

(i) impairment of property, plant and equipment

The assessment of property, plant and equipment for any internal and external indications of impairment involves judgement. Each reporting period, the Group assesses whether there are any indicators of impairment, if indicated then a formal estimate of the recoverable amount is performed and an impairment loss recognised to the extent that the carrying amount exceeds recoverable amount. Recoverable amount is determined as the value in use. Determining whether the projects are impaired requires an estimation of the recoverable value of the individual areas to which value has been ascribed. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the projects in order to calculate present value.

(ii) production start date

The Group assesses the stage of the mine under construction to determine when the mine moves into production stage. The criteria used to assess the start date are determined based on the complexities and operational status of the mine. The Group considers various criteria to assess when the mine is commercially operational and should be reclassified from Assets under construction to 'Producing Mines' or 'Property plant and equipment.' Some of the criteria will include, but not limited to the following:

· completion of a reasonable period of testing the mine plant and equipment;

· completion of the commissioning period;

· ability to produce metal in a saleable form;

· ability to sustain ongoing production of metal; and

· ability to be able to export product for commercial sale.

When a mine construction project moves into the production stage, the capitalisation of certain mine construction costs cease and costs are either regarded as inventory or expenses except for costs that qualify for capitalisation relating to mining assets. This is also the point at which the depreciation/amortisation recognition criteria commences. The Group considers that the above criteria was met in the year and the asset was transferred from Assets under construction to a Producing Mine.

(iii) inventory

Net realisable tests are performed at least annually and represent the future sale price of the product based on prevailing spot metal prices at the reporting date, less estimated costs to complete production and bring the product to sale.

Stockpiles are measure by estimating the number of tonnes added and removed from the stockpile, the number of contained gold ounces based on assay data and estimated recovery percentage based on expected processing method.

(iv) ore reserves and resources

Ore reserves are estimates of the amount of ore that can economically and legally be extracted from the mine. The Group estimates its ore reserves and mineral resources, based on information compiled by appropriately qualified person relating to the geological data on the size, depth and share of the ore body and requires complex geological judgments to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchanges rates, commodity prices, future capital requirements and production costs along with geological assumptions and judgements made in estimating the size and grade of the ore body. Changes in the reserve or resource estimates may impact upon the carrying value of exploration and evaluation asses, mine properties, property plant and equipment provision for rehabilitation and depreciation/amortisation charges.

(v) mine rehabilitation provision

The Group assesses its mine rehabilitation provision annually. Significant estimates and assumptions are made in determining the provision for the mine rehabilitation as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent and cost of rehabilitation activities, technological changes, regulatory changes, and changes in discount rates. Those uncertainties may result in future actual expenditure differing from the amounts currently provided. The provision at the reporting date represents managements best estimate of the present value of the rehabilitation provision.

(vi) valuation of share warrants

The fair value of warrants and the employee share option scheme is calculated at the grant date using the intrinsic value as the share price never exceeded the warrant exercise price. The directors have reviewed the underlying inputs and are happy that these appear reasonable.

(vii) gold bullion loan

A loan repayable in gold bullion is recorded as a revenue transaction as the extracted gold used in settlement would otherwise generate income. A currency value is placed on repayments based on pre agreed US$ value per ounce.

3. significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

(a) basis of consolidation

The consolidated financial statements comprise the financial statements of the Group as at 31 December 2023. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

· power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

· exposure, or rights, to variable returns from its involvement with the investee; and

· the ability to use its power over the investee to affect its returns.

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

· the contractual arrangement with the other vote holders of the investee;

· rights arising from other contractual arrangements; and

· the Group's voting rights and potential voting rights.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

All intra-group transactions, balances, income and expenses are eliminated on consolidation. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

(b) financial instruments

(i) non-derivative financial assets

The Group recognises loans and receivables at fair value on the date that they are originated. All other financial assets are recognised initially on the trade date, which is the date that the Group becomes party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. The Group classifies non-derivative financial assets into the following categories: loans and receivables and cash and cash equivalents.

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Loans and receivables comprise trade and other receivables.

Cash and cash equivalents comprise bank balances and cash on hand.

(ii) non-derivative financial liabilities

The Group recognises financial liabilities initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

The Group classifies non-derivative financial liabilities into trade and other payables.

(iii) gold loan

The gold loan is initially valued at cost on day one and then revalued at spot rate at each financial year end. This gives rise to an embedded swap which is recorded separately in the financial statements as a financial derivative but is part of the overall gold loan. The loan is repayable in ounces of gold at a pre-determined rate, with interest accruing in ounces. Gold prices at the year end are used to convert these amounts into a US dollar value. Ounces of mined gold used as repayment are recorded and recognised as revenue in the financial statements.

(iv) share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of the ordinary shares are recognised as a deduction from equity, net of any tax effects.

(v) deferred shares

Deferred shares are classified as equity and held in the capital contribution reserve.

The Group has applied the requirements of IFRS 2 - 'Share based payment.' IFRS 2 has been applied to all grants of equity instruments. The fair value of warrants and the employee share option scheme is calculated at the grant date using the intrinsic value as the share price never exceeded the warrant exercise price. The resulting cost is charged to the statement of comprehensive income over the vesting period or in line with the services provided in consideration for the issue. Fair value at the date of issue is recognised in the share option reserve and then transferred to the profit and loss reserve once warrants have been exercised.

(d) property, plant and equipment

Upon completion of mine construction, the assets initially charged to 'Assets under construction' are transferred to 'Plant and equipment and motor vehicles' or 'Producing mines.' Items of 'Plant and equipment and motor vehicles' and 'Producing Mines' are stated at cost, less accumulated depreciation and accumulated impairment losses.

During the construction period expenditure directly attributable to the construction of each individual asset is capitalised as 'Assets under construction' up to the period when the asset is ready to be put into operation. When an asset is put into operation it is transferred to 'Plant and equipment and motor vehicles' or 'Producing mines.' Additional capital cost incurred subsequent to the date of commencement of operation of the asset are charged directly to 'Plant and equipment motor vehicles' or 'Producing mines', i.e. where the asset itself was transferred.

The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, the initial estimate of the rehabilitation obligation and, for qualifying assets, borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset.

When a mine construction project moves into production stage, the capitalisation of certain mine construction costs ceases and costs are either regarded as inventory or expensed, except for costs which qualify for capitalisation relating to mining asset additions or improvements, underground mine development or mineable reserve development. Accumulated mine development costs within producing mines are depreciated on a units-of-production basis over the economically viable reserves of the mine.

Property, plant and equipment is stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is charged so as to write off the cost or valuation of assets over their estimated lives, using the straight-line method, on the following bases:

Gold samples no depreciation charged

Computer equipment over three years

Office equipment over four years

Field/geological equipment over four years

Motor vehicles over four years

The carrying value of property, plant and equipment is reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sale proceeds and the carrying amount of the asset is recognised in statement of comprehensive income.

(e) intangible assets - exploration and evaluation

The costs of exploration properties and leases, which include the cost of acquiring prospective properties and exploration rights and costs incurred in exploration and evaluation activities, are capitalised as intangible assets as part of exploration and evaluation assets.

Exploration and evaluation assets are carried forward during the exploration and evaluation stage and are assessed for impairment in accordance with indicators of impairment set out in IFRS 6 - 'Exploration for and Evaluation of Mineral Resources.'

In circumstances where a property is abandoned, the cumulative capitalised costs relating to the property are written off in the period. No amortisation is charged prior to commencement of production.

Once commercially viable reserves are established and development is sanctioned, exploration and evaluation assets are transferred to assets under construction.

When commercial production commences, exploration, evaluation and development costs previously capitalised are transferred to property, plant and equipment and depreciated.

Exploration and evaluation costs incurred after commercial production start date in relation to evaluation of potential mineral reserves and resources that are expected to result in increase of reserves are capitalised as evaluation and exploration assets within intangible assets. Once there is evidence that reserves are increased, such costs are tested for impairment and transferred to producing mines.

(f) impairment of financial assets

A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably.

The Group considers evidence of impairment for financial assets measured at amortised cost at both a specific asset and collective level based on useful economic life.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognised in the statement of comprehensive income.

For trade receivables and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECL's, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date.

(g) provisions

(i) general

Provisions are recognised when (a) the Group has a present obligation (legal or constructive) as a result of a past event and (b) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using a risk free rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

(ii) rehabilitation provision

The Group records the present value of estimated costs of legal and constructive obligations required to restore the operating locations in the period in which the obligation is incurred. The nature of these restoration activities include dismantling and removing structures, rehabilitating mines, dismantling operating facilities, closure of plant and waste sites and restoration, reclamation and revegetation of affected areas.

The obligation generally arises when the asset is installed or environment is disturbed at the production location. When the liability is initially recognised, the present value of the estimated cost is capitalised by increasing the carrying amount of the related mining asset to the extent that it was incurred prior to the production of related ore. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability.

The periodic unwinding of the discount is recognised in the Group statement of comprehensive income as a finance cost. Additional disturbances or changes in rehabilitation costs will be recognised as additions or charges to the corresponding assets and rehabilitation liability when they occur. Any reduction in the rehabilitation liability and therefore any deduction from the rehabilitation asset may not exceed the carrying amount of that asset. If it does, any excess over the carrying value is taken immediately to the Group statement of comprehensive income.

If the change in estimate results in an increase in the rehabilitation liability and therefore an addition to the carrying value of the asset, the Group is required to consider whether this is an indication of impairment of the asset as whole and test for impairment in accordance with IAS 36.

(h) related parties

For the purposes of the consolidated financial statements, the following parties are considered to be related:

· Where one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions;

· Entities under common control; and

· Key management personnel.

In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form.

Related parties may enter into transactions which unrelated parties might not and transactions between related parties may not be effected on the same terms, condition and amounts as transaction between unrelated parties. It is the nature of transactions with related parties that they cannot be presumed to be carried out on an arm's length basis.

(i) taxation

Current and deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the related tax is also dealt with in equity. Current tax is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Company and its subsidiaries operate.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised, except for differences arising on investments in subsidiaries where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of the deferred tax assets is restricted to those instances where it is probable that a taxable profit will be available against which the difference can be utilised.

Deferred tax is calculated based on rates enacted or substantively enacted at the reporting date and expected to apply when the related deferred tax asset is realised or liability settled.

(j) inventories

Metal in circuit consists of in-circuit material at properties with milling or processing operations and ore awaiting refinement, all valued at the lower of average cost and net realisable value. In-process inventory costs consist of direct production costs (including mining, crushing, and processing and site administration costs) and allocated indirect costs (including depreciation, depletion and amortisation of producing mines and mining interests).

Ore stockpiles consist of stockpiled ore, ore on surface and crushed ore, all valued at the lower of average cost and net realisable value. Ore stockpile costs consist of direct production costs (including mining, crushing and processing and site administration costs) and allocated indirect costs (including depreciation, depletion and amortisation of producing mines and mining interests).

Finished goods consist of doré bars that have been refined and assayed and are in the form that allows them to be sold. Finished goods valued at the lower of average cost and net realisable value. Finished goods cost consist of direct production costs (including mining, crushing and processing and site administration costs) and allocated indirect costs (including depreciation, depletion and amortisation of producing mines and mining interests).

(k) finance cost

Borrowing costs directly relating to the acquisition, construction or production of a qualifying capital project under construction are capitalised and added to the project cost during construction until such time the asset are considered substantially ready for intended use i.e. commercial production. When funds are borrowed specifically to finance a project, the amount capitalised represents the actual borrowing costs incurred.

Any general borrowing costs are recognised in the statement of comprehensive income of the period in which they are incurred.

(l) revenue

The Group is principally engaged in the business of producing gold and silver bullion concentrate. Revenue from contracts with customers is recognised when control of the goods is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods.

4. adoption of new and revised standards

(a) new and amended standards

The following standards and amendments were applicable for annual financial statements beginning on or after 1 January 2023:

· Amendments to IFRS 17, IAS 8, IAS 1 and IAS 12.

The above amendments had no impact on the consolidated financial statements of the Group.

(b) new standards in issue but not yet effective

The new and amended standards and interpretations that are issued, but not yet effective up to the date of issuance of the Group's consolidated financial statements are disclosed below.

The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective;

· Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between and investor and its associate or joint venture;

· Amendments to IFRS 16: Lease liability in a sale and leaseback;

· Amendments to IAS 1: Non-current liabilities with covenants;

Where relevant, the Group evaluates the effect of new Standards, amendments to published Standards and Interpretations issued but not effective, on the presentation of the financial statements. The directors have assessed there to be no material impact on the financial statements.

5. revenue

The Group's revenue consists of sales of gold and silver bullion to a third-party refiner.

in united states dollars	31 December 2023	31 December 2022

gold bullion concentrate	2,196,340	8,894,210
silver bullion concentrate	1,320	8,339
Total	2,197,660	8,902,549

Sales of gold and silver bullion were made to one main customer, Metalor Technologies SA, the Group's gold and silver refiners, who are based in Switzerland. The gold bullion concentrate figure includes US$10,529 (2022: US$1,191,427) used to repay the Gold Loan Facility, set out in the Consolidated Statement of Cash Flows and in note 18.

6. operating segments

The Group has two reportable segments, exploration and corporate, which are the Group's strategic divisions. For each of the strategic divisions, the Group's CEO, deemed to be the Chief Operating Decision Maker ("CODM"), reviews internal management reports on at least a monthly basis. The results are then subsequently shared with the Board. The Group's reportable segments are:

Exploration, Evaluation and production: the exploration operating segment is presented as an aggregation of the Homase and Akrokeri licences (Ghana). Expenditure on exploration activities for each licence is used to measure agreed upon expenditure targets for each licence to ensure the licence clauses are met.

Corporate: the corporate segment includes the holding company costs in respect of managing the Group. There are varying levels of integration between the corporate segment and the combined exploration activities, which include resources spent and accounted for as corporate expenses that relate to furthering the exploration activities of individual licences.

information about reportable segments for the year ended 31 December 2023

in united states dollars	exploration	corporate	total per consolidated statement of comprehensive income/statement of financial position
reportable segment revenue	2,197,660	-	2,197,660

reportable segment cost of sales	(936,480)	-	(936,480)

reportable segment expenditure	(1,543,271)	(2,405,239)	(3,948,510)

reportable segment profit/(loss)	(282,091)	(2,405,239)	(2,687,330)

reportable segment non- current assets	19,429,551	-	19,429,551

reportable segment current assets	2650,999	67,263	2,718,262

reportable segment liabilities	(4,387,551	(8,539,169)	(12,926,720)

information about reportable segments for the year ended 31 December 2022

in united states dollars	exploration	corporate	total per consolidated statement of comprehensive income/statement of financial position
reportable segment revenue	8,902,549	-	8,902,549

reportable segment cost of sales	(5,746,204)	-	(5,746,204)

reportable segment expenditure	(2,169,216)	(1,661,542)	(3,830,758)

reportable segment profit/(loss)	987,129	(1,661,542)	(674,413)

reportable segment non- current assets	19,967,587	-	19,967,587

reportable segment current assets	1,080,570	17,586	1,098,156

reportable segment liabilities	(4,196,956)	(4,084,045)	(8,281,001)

7. expenses by nature

in united states dollars	31 December 2023	31 December 2022
cost of sales
community, environmental and H&S costs	128,956	239,291
engineering and maintenance	224,230	457,183
mining costs including stock movement	(977,065)	2,314,661
processing costs	1,326,897	2,442,833
human resource costs	233,462	292,236
Total	936,480	5,746,204
in united states dollars	31 December 2023	31 December 2022
administrative expenses
finance and administration costs	2,559,369	3,319,225
Total	2,559,369	3,319,225

The operating loss is stated after charging:

in united states dollars	year ended 31 December 2023	year ended 31 December 2022

auditor's remuneration in respect of audit of the financial statements
- group auditor - subsidiary auditor	39,312 154	50,645 9,450
depreciation	288,653	272,404
foreign exchange difference	637,154	812,410

8. finance costs

in united states dollars

year ended

31 December 2023

year ended

31 December 2022

loan derivative and interest

1,389,141

511,533

Total

1,389,141

511,533

9. property, plant and equipment

31 December 2023
in united states dollars	cost	accumulated depreciation	accumulated exchange movement	carrying value

producing mine*	22,098,874	(158,123)	(3,866,864)	18,073,887
gold samples	4,570	-	-	4,570
computer equipment	71,881	(54,898)	(2,301)	14,682
office equipment	125,847	(125,852)	5	-
field/geological equipment	1,914,238	(410,412)	(194,323)	1,309,503
motor vehicles	82,894	(52,506)	(3,479)	26,909
Total	24,298,304	(801,791)	(4,066,962)	19,429,551

31 December 2022
in united states dollars	cost	accumulated depreciation	accumulated exchange movement	carrying value

assets under construction*	21,680,553	(142,600)	(2,510,256)	19,027,697
gold samples	4,570	-	-	4,570
computer equipment	96,904	(75,169)	-	21,735
office equipment	119,759	(112,343)	-	7,416
field/geological equipment	1,236,388	(234,051)	(123,797)	878,540
motor vehicles	84,184	(56,555)	-	27,629
Total	23,222,358	(620,718)	(2,634,053)	19,967,587

reconciliation of property, plant and equipment - 31 December 2023

in united states dollars	carrying value opening balance	additions	depreciation	exchange movement	transfer	carrying value ending balance

assets under construction*	-	-	-	-	-	-
producing mine*	19,027,697	418,321	15,523	(1,356,608)	-	18,073,887
gold samples	4,570	-	-	-	-	4,570
computer equipment	21,735	1,086	5,838	(2,301)	-	14,682
office equipment	7,416	8,021	15,442	5	-	(0)
field/geological equipment	878,540	742,392	240,903	(70,526)	-	1,309,503
motor vehicles	27,629	13,706	10,947	(3,479)	-	26,909
Total	19,967,587	1,183,526	288,653	(1,432,909)	-	19,429,551

reconciliation of property, plant and equipment -31 December 2022

in united states dollars	carrying value opening balance	additions	depreciation	exchange movement	transfer	carrying value ending balance

assets under construction*	20,408,816	-	-		(20,408.816)	-
producing mine*	-	1,271,737	(142,600)	(2,510,256)	20,408,816	19,027,697
gold samples	4,570	-	-		-	4,570
computer equipment	6,205	22,436	(6,906)		-	21,735
office equipment	7,067	2,577	(2,228)		-	7,416
field/geological equipment	827,702	283,157	(108,522)	(123,797)	-	878,540
motor vehicles	25,897	13,880	(12,148)		-	27,629
total	21,280,257	1,593,787	(272,404)	(2,634,053)	-	19,967,587

* Includes a provision for rehabilitation costs of $821,622 (2022: $821,622). The opening balance includes transfer from intangible assets of $15,086,412 (refer to note 10).

Exchange losses on opening assets of $1,432,908 (2022: $2,634,053) were recognised in the financial statements.

10. taxation

current and deferred tax

The Company is subject to Jersey income tax at the rate of 0%. The subsidiary is registered for income tax purposes with the Ghana Revenue Service. Due to the loss-making position of the Group in all jurisdictions there is no tax charge and no deferred tax asset has been recognised in the current or prior periods due to the uncertainty and timing of future profits. As a result, no reconciliation has been prepared. The Company should be registered for UK Corporation Tax and management are currently in the process of registering it for such.

11. trade and other receivables

in united states dollars	31 December 2023	31 December 2022

trade receivables	(160,142)	405,414
other receivables	567,597	465,054
Total	407,455	870,468

12. inventory

in united states dollars	31 December 2023	31 December 2022

gold in process	-	-
gold on hand	-	-
ore stockpile	2,069,704	85,098
consumables	119,671	29,278
Total	2,189,375	114,376

At the Homase Mine Heap Leach Operation, from the process recovery sheet, it has been calculated that there is 25.3 kilos of gold, 813.29 ounces, that is still within the heap leach process circuit, this is classed as "Gold in Process" ("GIP"). This GIP is currently locked within the heap leach circuit and classed within the stockpile. The gold price as at 31 December 2023 was USD2063.45.

The GIP calculated for 2022 was calculated as 66.3 kilos which was valued as zero due to operational issues, including inefficient screening, agglomeration and stacking methods, as such, there will be limited recovery from this GIP gold until a new process method is introduced. Therefore the 2022 GIP was incorporated into the current JORC Resource, at 602,000 ounces.

13. cash and cash equivalents

The cash and cash equivalents balance at the year-end consists of balances in the following currencies:

in united states dollars	31 December 2023	31 December 2022

sterling	48,468	5,557
US dollars	42,086	55,170
ghana cedis	30,878	52,585
Total	121,432	113,312

14. provision for rehabilitation

in united states dollars	31 December 2023	31 December 2022

1 January	821,622	901,284
additions	-	-
movement in discount rate	-	(79,622)
Total	821,622	821,622

The Group has a liability for restoration, rehabilitation and environmental costs arising from its mining operations. Estimates of the cost of this work including reclamation costs, close down and pollution control are made on an ongoing basis, based on the estimated life of the mine. The provision represents the net present value of the best estimate of the expenditure required to settle the obligation to rehabilitate any environmental disturbances caused by mining operations.

15. capital and reserves

(a) share capital

	31 December 2023	31 December 2022

ordinary shares
called up, allotted and fully paid
498,513,333 ordinary shares of 1 penny each (31 December 2022: 496,190,047)	£4,985,133	£4,961,901
converted to united states dollars at date of issue	$6,865,393	$6,836,778

deferred shares
called up, allotted and fully paid
in issue at 1 January	£3,730,772	£3,730,772

In issue at 31 December - fully paid 414,530,304 (31 December 2022: 414,530,304) deferred 0.9 pence shares	£3,730,772	£3,730,772
converted to united states dollars at date of issue	$6,077,013	$6,077,013
Authorised
1,000,000,000 (31 December 2022: 1,000,000,000) authorised ordinary 1 penny shares	£10,000,000	£10,000,000

During the year the Company issued the following 1 penny fully paid shares:

		Number of Shares	Nominal Value	Share premium

1 January 2023	Opening balance	496,190,047	$6,836,778	$35,143,117

31 January 2023	Shares at 3.65p share	2,323,286	£23,233	£61,567
	Converted to United States Dollars at date of issue	-	$28,615	$75,829
31 December 2023	Closing balance	498,513,333	$6,865,393	$35,218,946

(b) ordinary shares

Each holder of ordinary shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share at meetings of the Company.

Each holder of deferred shares shall not be entitled to receive notice of, attend or vote at any meeting of the Company (other than a meeting of the holder of the deferred shares), shall not be entitled to any dividends or other distributions (whether on a winding up of the Company or otherwise). On a winding up of the Company, each deferred share shall confer upon its holder the right to receive an amount equal to the nominal amount paid up on such deferred share.

The Company has not concluded any share repurchases since its incorporation.

(d) dividends

No dividends were proposed or declared during the period under review (2022: Nil).

(e) description and purpose of reserves

(i) share capital

Share capital consists of amounts subscribed for share capital at nominal value.

(ii) share premium

Share premium consists of amounts subscribed for share capital in excess of nominal value.

(iii) foreign exchange reserve

Cumulative gains and losses on translating the net assets of overseas operations to the presentation currency.

(iv) capital contribution reserve

Capital contribution reserve consists of deferred shares classified as equity.

(v) share options reserve

Share options and warrants reserve consists of the fair value of options and warrants outstanding at the year end. As there are no share options and warrants outstanding as at year end, the whole balance has been transferred to accumulated deficit.

(vi) accumulated deficit

Accumulated deficit reserve represents the cumulative net gains and losses recognised in the consolidated statement of comprehensive income.

16. earnings per share

The calculation of basic and diluted earnings per share at 31 December 2023 was based on the losses attributable to ordinary shareholders of US$2,687,330 (2022: US$674,413), and an average number of ordinary shares in issue of 498,513,333 (2022: 474,744,043).

	31 December 2023	31 December 2022

loss attributable to shareholders (in US$)	(2,687,330)	(674,413)
weighted average number of ordinary shares	498,513,333	474,744,043
basic and diluted earnings per share (in US$)	(0.005)	(0.001)

17. share based payment arrangements

At 31 December 2023, the Group has the following share-based payment arrangements:

(a) share option programmes (equity-settled)

The Group has adopted an Option Scheme in order to incentivise key management and staff. Pursuant to the option scheme, a duly authorised committee of the Board of the Company may, at its discretion, grant options to eligible employees, including directors, of the Company or any of its subsidiaries, to subscribe for shares in the Company at a price not less than the higher of (i) the closing price of the shares of the Company on the Stock Exchange on the date of grant of the particular option or (ii) the nominal value of the shares.

There were no market conditions within the terms of the grant of the options therefore the main vesting condition for all the options awarded was that the director or employee remained contracted to the Group at the date of exercise.

The conditions relating to the grants of the share option programmes are as follows:

The terms relating to the grants of the share option programmes are that on exercise date, the receiver of the options must still be employed by the Company, or in the case of the receiver being retrenched or retired, before three months thereafter, or in the case of the death of the receiver, before six months thereafter.

There were no such options granted during the years ended 31 December 2023 or 31 December 2022.

(b) reconciliation of outstanding share options

There are no options outstanding at 31 December 2023 or 31 December 2022.

All Ordinary Shares issued (excluding deferred shares) pursuant to the exercise of warrants rank pari passu in all respects with the ordinary shares.

There were 60,000,000 warrants granted 27 January 2023 for a two-year period following the grant date. The value of the warrants issued was valued at $nil. As the share price was never above the exercise price of the warrant in the financial year ended 31 December 2023, this the intrinsic value was a negative amount, coupled with the fact that the company was suspended for 6 months of the financial year.

reconciliation of outstanding warrants

the number and weighted average exercise prices

	number of warrants 31 December 2023	weighted average exercise price 31 December 2023	number of warrants 31 December 2022	weighted average exercise price 31 December 2022

outstanding as at 1 January	-	-	26,000,000	3.0p
granted during the year	60,000,000	4.0p	-	-
lapsed during the year	-	-	(6,000,000)	-
exercised during the year	-	-	(20,000,000)	3.0p
outstanding at 31 December	60,000,000	4.0p	-	-
exercisable at 31 December	60,000,000	4.0p	-	-

The warrants outstanding as at 31 December 2023 have a weighted exercise price of 4.0p and weighted average life was 1 year.

(e) expense recognised in statement of comprehensive income

The fair value of the warrants issued on 27 December 2018 has been reflected within trade and other receivables and is being released and initially capitalised as part of the exploration asset, over the period of the loan facility; see note 18 for further details. The amount capitalised during the year was US$nil (2022: US$nil).

The fair value of the warrants issued on 19 March 2020 has been reflected within trade and other receivables and is being released and initially capitalised as part of the exploration asset over the period of the bond facility, see note 18 for further details. The amount capitalised during the year was US$nil (2022: US$nil).

The fair value of the warrants issued on 22 June 2020 has been reflected within trade and other receivables and is being released and initially capitalised as part of the exploration asset over the period of the gold loan facility, see note 18 for further details. The amount capitalised during the year was US$nil (2022: US$nil).

18. borrowings

in united states dollars	31 December 2023	31 December 2022
gold loan loan derivative loan notes	3,399,853 1,563,761 3,169,155	2,906,262 905,765 -
current borrowing	8,132,769	3,812,027

Loan notes

On 27 January 2023 the parent Company, Goldstone Resources Limited ("GRL"), issued convertible loan notes to Blue Gold International Limited, ("BGL") in the nominal amount of £2,400,000 (the "Loan Notes") which are due for redemption on 30 November 2024.

As with all equity and debt raised by GRL, all monies are intended for Goldstone Akrokeri Limited ("GAK") only as this is the sole subsidiary trading company. As such every time monies are raised there is a subsequent intercompany loan taken out between the two companies.

At the election of BGL, the Loan Notes (together with accrued interest to date) may be converted (in whole or in part) at any time prior to redemption into new ordinary shares of 1 penny each in the capital of the Company ("Ordinary Shares") at a conversion price of £0.0325 per share. BGL also received warrants to subscribe for up to 60,000,000 Ordinary Shares at a price of £0.04 per share exercisable at any time until 26 January 2025 (the "Warrants").

Summary terms of the Loan Notes

· Issue of £2,400,000 unsecured convertible loan notes due for redemption on 30 November 2024;

· The Loan Notes are denominated in units of £10,000, are unsecured and will attract interest at a rate of 8 per cent per annum, compounded daily until redemption or conversion;

· The Loan Notes, including accrued interest, are convertible at any time prior to cash redemption, at the holder's election, into new Ordinary Shares at a price of £0.0325 per Ordinary Share (the "Conversion Shares");

· BGL shall also receive Warrants to subscribe for up to 60,000,000 new Ordinary Shares at a price of 4 pence per Ordinary Share at any time during the 2-year period following the grant date; and

Loan Notes (continued)

· Pursuant to the Loan Note agreement, BGL has the right to appoint a non-executive director to the Board, subject, inter alia, to the consent of the Company's Nominated Adviser with respect to suitability.

Gold Loan

The Company entered into a loan agreement with Asian Investment Management Services Limited ("AIMSL") in June 2020, for a gold loan of up to 2,000 troy ounces of gold at a price of US$1,500 per troy ounce, equating to a value of US$3.0 million before expenses. AIMSL and the Company agreed during 2021 to a further extension to the timing of payment of the principal and interest on the Gold Loan, to 19 September 2021 (being the maturity date of the Gold Loan) (the ''Extension''), although at the default interest rate of 17%. Interest therefore accrued at the default rate of 17%.

In January 2022, a payment of 19kg of gold was made in order to repay the interest due for October, November, and December 2021. The payment was against the principal and accrued interest, with the interest paid in full and reducing the principal from 2,000 oz to 1,924.61 oz.

It was further agreed with AIMSL that in order to enable the Company to efficiently manage shipments, it would not be deemed an event of default if the monthly payments set out in the Company's announcement on 20 September 2021 were not made at the end of each month.

On 29 September 2022, it was agreed with AIMSL to vary the terms of the Agreement as follows:

· the date for repayment of the Gold Loan shall be extended to 30 September 2023 (the ''Revised Term'') and the Maturity Date stated in Schedule 1 of the Agreement shall be amended accordingly; and

· interest shall continue to accrue on the Gold Loan at the non-default rate of 14% per annum until the date of repayment.

On 3 January 2024, the Company announced a Standstill Agreement with AIMSL which provided the Company with the potential to defer repayment of the gold loan until 29 June 2024, this has subsequently been extended to 31 December 2025.

The outstanding principal of the Gold Loan stands at 1,871.31oz, with accrued interest to date of 578.43oz, as at 30 December 2023. A total of 675 oz (21 kilos) of gold has been paid to AIMSL in respect of the Gold Loan, to the date of signing this report.

As part of the fundraise, on 23 May 2024, AIMSL agreed to convert and settle the interest accrued to 31 December 2023 by the issue of ordinary Shares of £0.01 each in the capital of the Company (the "Conversion Shares"), 52,800,000 Conversion Shares were allotted, representing approximately 300 oz of the 578.4 oz of gold interest accrued on the Gold Loan to 31 December 2023. This is in order to ensure AIMSL's interest in the Company remains below 30% of the Company's issued share capital on Admission. The balance of the Conversion Shares will be issued to AIMSL in due course on the same terms at such time as this can be achieved without increasing AIMSL's interest in the Company's Ordinary Shares above 30%. The resulting share issue to AIMSL is 194,800,000 ordinary shares representing 29.68%.

19. trade and other payables

in united states dollars

31 December 2023

31 December 2022

trade payables

other payables

accruals

1,937,595

984,918

1,049,816

1,513,058

971,948

1,162,346

Total

3,972,329

3,647,352

20. contingent liabilities

Goldstone Akrokeri Limited has a contingent liability for 2,913,448 Ghanian Cedi equivalent to US$ 191,007 to cover the litigation cases for alleged land and crop compensation disputes.

21. financial instruments

(a) financial risk management

financial instruments comprise of cash, receivables and payables including the various loans and bonds. Financial risk management of the Group is governed by policies and guidelines described in the Group's Financial Reporting Memorandum approved by the Board. Group policies and guidelines cover interest rate risk, foreign currency risk, credit risk and liquidity risk. The objective of financial risk management is to contain, where appropriate, exposures in these financial risks to limit any negative impact on the Group's financial performance and financial position.

(b) credit risk

Credit risk is the risk of financial loss to the Group if its main customer fails to meet its contractual obligations. The maximum credit risk exposure relating to financial assets is represented by their carrying value as at the consolidated statement of financial position date. The Group's exposure to significant concentration on credit risk on trade and other receivables is considered low as the main customer is reputable and the company has a strong relationship in place.

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset when they fall due. Ultimate responsibility for liquidity risk management rests with the Board, which has established an appropriate liquidity risk management framework for the management of the Group's liquidity management requirements. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows, and by preserving cash resources through minimising the cash burn out rate achieved through cost reduction. The financial liabilities of the Group are mainly creditors which are payable on demand, hence it is the opinion of the Board that an analysis of liabilities by maturity dates is not appropriate.

(d) market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group's income or the value of its holding in financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(i) foreign currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group has cash assets denominated in Sterling, United States Dollars and Ghanaian Cedis and incurs liabilities for its working capital expenditure in one of these denominations. Payments are made in Sterling (GBP), United States Dollars (US$) and Ghanaian Cedis (GHS), or Euro at the pre-agreed price and converted (if necessary) as soon as payment needs to occur. Currency conversions and provisions for expenditure are only made as soon as debts are due and payable. The Group is therefore exposed to currency risk in so far as its liabilities are incurred in Ghanaian Cedi and fluctuations occur due to changes in the GHS/US$ exchange rates. The Group's policy is not to enter into any currency hedging transactions.

The directors consider currency risk to be manifested in the expenditure made on a day-to-day basis in Sterling, Ghanaian Cedi and US Dollars. The directors have undertaken a policy of holding cash raised in Sterling and US Dollars and to convert funds to Ghanaian Cedi as and when required.

The exchange rates converted to United States Dollars affecting the Group were as follows:

	average rate 2023	reporting date spot rate 2023	average rate 2022	reporting date spot rate 2022

Sterling to US dollars	1.247	1.273	1.229	1.210

Ghanaian Cedis to US dollars	0.086	0.084	0.110	0.101

A strengthening (weakening) of GBP or GHS against all other currencies at 31 December 2023 would have affected the measurement of financial instruments denominated in a foreign currency and increased (decreased) equity and profit or loss by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant. The sensitivity analysis includes only outstanding foreign currency denominated financial assets and liabilities and adjusts this translation at year end for a percentage change in foreign currency rate thus indicating the potential movement in equity.

in united states dollars	equity strengthening 2023	equity weakening 2023	equity strengthening 2022	equity weakening 2022



ghanaian cedis 10% (2022: 10%)	1,757,458	(1,757,458)	1,569,844	(1,569,844)
Total	1,757,458	(1,757,458)	1,569,844	(1,569,844)

The percentage change in foreign currency rate used to adjust the translation of outstanding foreign currency denominated financial assets and liabilities is in the opinion of the directors appropriate.

(ii) interest rate risk

The risks caused by changes in interest rates are minimal since the Group's only interest bearing financial asset pertains to cash. The Group has a loan agreement with AIMSL. The interest rate is fixed at 14% or 17%. The Group is therefore not subject to a significant amount of risk due to fluctuations in the prevailing levels of market interest rates and as such has not prepared a sensitivity analysis.

22. related parties

The key management personnel is considered to be only the directors. Details of their remuneration are disclosed below.

salaries and other short-term benefits - detail:

in united states dollars	31 December 2023	31 December 2022

Director's remuneration: executive - E Priestley - cash	85,000	77,500
Director's remuneration: executive - E Priestley - shares	-	24,500
Director's remuneration (accrued fee): executive - E Priestley	90,000	25,500
Director's remuneration (accrued BIK): executive - E Priestley	-	28,125
Director's remuneration: non-executive - R Wilkins - cash	-	-
Director's remuneration: non-executive - R Wilkins - shares	-	6,000
Director's remuneration (accrued fee): non-executive - R Wilkins	28,000	9,000
Director's remuneration (accrued BIK): non-executive - R Wilkins	-	3,750
Director's remuneration: non-executive - W Trew - cash	-	-
Director's remuneration: (accrued fee): non-executive - W Trew	42,000	27,000
Director's remuneration: (accrued BIK): non-executive - W Trew	-	6,750
Director's remuneration: non-executive - A List - cash	-	-
Director's remuneration: non-executive - A List - shares	-	6,000
Director's remuneration (accrued fee): non-executive - A List	28,000	9,000
Director's remuneration (accrued BIK): non-executive - A List	-	3,750
Director's remuneration: non-executive - O Fenn - cash	-	-
Director's remuneration: non-executive - O Fenn - shares	-	12,000
Director's remuneration (accrued fee): non-executive - O Fenn	28,000	9,000
Director's remuneration (accrued BIK): non-executive - O Fenn	-	3,750
total	301,000	251,625

The total amount payable to the highest paid director in respect of emoluments was US$175,000 (2022: US$127,500). No directors exercised any share options during the year (2022: nil).

Bill Trew's remuneration is paid to Oxus Mining Limited, a company in which he is a director and sole shareholder. Nothing was paid in the year and has all been accrued.

E Priestley's remuneration was paid to Santon Consultancy Services Limited, a company in which she is a director and sole shareholder.

R Wilkins's remuneration was paid to KSJ Investments Limited, a company in which he is a director. R Wilkins owns 90% of the parent company that in turn owns 100% of KSJ Investments Limited.

During the year, certain of the Company Directors agreed to convert, in aggregate US$64,846 of outstanding fees accrued and unpaid to 31 December 2022 into 1,442,465 new Ordinary Shares at a conversion price of 3.65p, being the mid-market closing price of the Company's Ordinary Shares on 30 January 2023.

Name	Number of Ordinary Shares Currently Owned	Number of Fee Conversion Shares	Resultant Shareholding in the Company	Percentage of the issued Share Capital of the Company
W Trew	129,656,575	1,442,465	131,099,040	26.3%

MAED (UK) Limited (''MAED'') is a related party, as it is wholly owned by Bill Trew. At the year-end there is an amount owing to MAED of US$104,620 (2022: US$329,288), for services provided during the financial year.

23. group entities

Details of the Group's subsidiaries at the end of the reporting period are as follows:

	country of incorporation and operation	principal activity	ownership interest 2023	ownership interest 2022

GoldStone Akrokeri Limited	Ghana	Development and exploration of gold and associated elements	100%	100%
GoldStone Homase Limited	Ghana	Dormant	100%(*)	100%(*)

(*) Held indirectly via GoldStone Akrokeri Limited

Under Article 105(11) of the Companies (Jersey) Law 1991, the directors of the holding company need not prepare separate accounts (i.e. company only accounts) if consolidated accounts for the Company are prepared, unless required to do so by the members of the Company by ordinary resolution. The members of the Company have not passed a resolution requiring separate accounts and, in the directors' opinion, the Company meets the definition of a holding company. As permitted by the law, the directors have elected not to prepare separate accounts.

24. ultimate controlling party

The directors consider that there is no ultimate controlling party of the Group.

25. subsequent events

On 3 January 2024, the Company announced a Standstill Agreement with AIMSL in respect of its gold loan agreement. This standstill agreement, which was necessary due to the inability to complete a negotiation on an extension within the appropriate timeframe, provides the Company with the potential to defer repayment of the gold loan until 29 June 2024, this has subsequently been extended until 31 December 2025. The standstill agreement also set out to appoint Angela List as the Chair, and for an operational management team to be mobilised to GoldStone's operations. The Standstill Agreement allowed for the Company to renegotiate the terms, announced 10 April 2024, which was in conjunction with the Company announcing it has raised £834k before expenses by way of a Subscription of, in aggregate, 83,400,000 new Ordinary Shares of 1 penny par value each in the capital of the Company at a price of 1 penny per Ordinary Share together with one warrant per Subscription Share to subscribe for a further new Ordinary Share at an exercise price of 2 pence during the period of 24 months from the date of Admission.

The Company has agreed with AIMSL in respect of the Gold Loan Agreement to extend the Standstill Period under terms of the Standstill Agreement dated 29 December 2023, to 31 December 2025. AIMSL have also agreed to convert and settle the interest accrued to 31 December 2023 by the issue of ordinary Shares of £0.01 each in the capital of the Company (the "Conversion Shares").

The Company received funds in respect of its subscription to raise total gross proceeds of £834,000, and accordingly, issued 83,400,000 Subscription Shares, 52,800,000 Conversion Shares, 14,090,000 Director Fee Conversion Shares and 7,500,000 Adviser Fee Shares, with corresponding 104,990,000 Warrants.

As a result of, inter alia, completion of the Fundraise, and following publication of the Accounts on 10 April 2024, trading in the Company's Ordinary Shares on AIM was restored at 7.30 a.m. on 23 May 2024.

The net proceeds of the Fundraising will be used for general working capital purposes and to progress the Company's strategy of developing and improving production at its Homase Mine in Ghana, and during the first quarter of 2024, a new operational management team have been identified and upon the successful fundraise, are expected to have both a meaningful impact on the Company's operations and ability to ramp up production.

It was announced that Mr William (Bill) Trew stood down as Non-Executive Director to the Company on the 1 April 2024.

It was announced on 5 June 2024, that as part of the Standstill Agreement, Mr Campbell Smyth was appointed as a Non-Executive Director, as the nominee director of AIMSL.

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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