Consolidated statement of cash flow

for the 6 months ended 30 June 2022

Notes to the unaudited consolidated financial statement

1.          General information

The financial statements present the consolidated results of the Company and its subsidiaries (the "Group") for each of the periods ending 30 June 2022, 30 June 2021 and 31 December 2021.

As permitted, the Group has chosen not to adopt International Accounting Standard 34 'Interim Financial Reporting' in preparing these interim financial statements.  The condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2021, which have been prepared in accordance with International Financial Reporting Standards (IFRS) in accordance with UK-adopted IFRSs.

The unaudited interim financial information set out above does not constitute statutory accounts. The information has been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) in accordance with UK-adopted IFRSs. Except as described below, the accounting policies applied in preparing the interim financial information are consistent with those that have been adopted in the Group's 2021 audited financial statements. Statutory financial statements for the year ended 31 December 2021 were approved by the Board of Directors on 29 June 2022 and delivered to the Registrar of Companies. The report of the auditors on those financial statements was unqualified. The Directors approved these unaudited condensed interim financial statements on 30 September 2022.

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year commencing 1 January 2022 that would be expected to have a material impact on the Group.

The financial information for the 6 months ended 30 June 2022 and the 6 months ended 30 June 2021 have not been audited.

The business is not subject to seasonal variations. No dividends have been paid in the period (2021: US$ Nil).

2.          Risks and uncertainties

The key risks that could affect the Group's short and medium term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group's 2021 Annual Report and Financial Statements, a copy of which is available on the Company's website: www.goldstoneresources.com.The Group's key financial risks are the availability of adequate funding and foreign exchange movements.

3.          Critical accounting estimates and judgements

The preparation of the unaudited condensed consolidated interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in note 2(d) of the Group's 2021 Annual Report and Financial Statements. The nature and amounts of such estimates have not changed significantly during the interim period. The unaudited condensed consolidated interim financial statements have been prepared under the historical cost convention as modified by the measurement of certain investments at fair value.

4.          Earnings per share

5.          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 Group's reportable segments are:

Exploration and Evaluation: 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 2021

information about reportable segments for the period ended 30 June 2021

information about reportable segments for the period ended 30 June 2022

6.          Property, plant and equipment

7.          Borrowings

Shareholder loan

The Company entered into a loan agreement with Paracale Gold Limited ("Paracale"), the Company's major shareholder, in December 2018, for a loan of up to US$1.2 million.

In consideration of entering into the loan agreement, Paracale, were issued with 40,352,377 warrants to subscribe for such number of ordinary shares of 1 penny each in the capital of the Company ("Ordinary Shares") at an exercise price of 1.2p per share, at any time during the period through to 2 June 2022.  As at 30 June 2022, Paracale had exercised all of their warrants.

Gold Loan

The Company entered into a loan agreement with Asian Investment Management Services Limited ("AIMS") 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.   AIMS and the Company had agreed during 2021 to 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. This 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 AIMS 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 AIMS 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;

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

•     the Company may (but shall not be obliged to) repay any part of the Gold Loan and/or accrued interest thereon from time-to-time by way of instalments during the Revised Term.

The outstanding principal of the Gold Loan currently stands at 1,924.61 oz, with accrued interest to date of 124.37 oz. A total of 675.17 oz (21 kilos) of gold to date has been paid to AIMs to date in respect of the Gold Loan.

Bonds

In March 2020, the Company issued twenty six unsecured bond notes of US$50,000 each to certain existing and new investors, raising, in aggregate, US$1.3 million before expenses. Paracale Gold and Nguvu Holdings Limited (formerly BCM Investments Limited), the Company's major shareholders, each subscribed for six bonds with a value of, in aggregate, US$0.3 million respectively. During 2021, twenty of the bond notes were redeemed for cash or shares, as announced on 12 July 2021. 

During the period 14,000,000 warrants were exercised for new ordinary shares of 1 penny each in the capital of the Company at a price of 3 pence per Ordinary Share, and this Warrant Exercise provided £420,000 of additional funding to the Company.

Additionally, Nguvu Holdings Limited (formerly known as BCM Investments Limited) ("Nguvu") gave notice to the Company in late May 2022 of its intention to exercise 6,000,000 of the 12,000,000 warrants it held to subscribe for Ordinary Shares at a price of 3 pence per Ordinary Share (the "Nguvu Warrants"), but Nguvu was unable to provide a signed notice of exercise before the Company entered into a close period pending publication of the annual report and accounts of the Company for the year ended 31 December 2021.  As Angela List, a director of the Company, is a director of and shareholder in Nguvu, the Nguvu Warrants, which had an expiry date of 22 June 2022, could not be exercised during this close period. Accordingly, the Board of the Company resolved to extend the exercise period of the Nguvu Warrants by two weeks, to expire at midnight on 6 July 2022 (the "Warrant Extension"). 

The remaining 6 million Warrants held by Nguvu expired at midnight on 22 June 2022.

8.          Post Period End

The Company commenced, on 30 August 2022, a 1,500m Diamond Drilling programme at Akrokeri to advance high-priority gold targets towards production. Akrokeri benefits from both the right geological setting, being approximately 12km NNE and along strike from the Obuasi Mine, owned by AngloGold Ashanti Ltd, and its potential is supported by verified accounts of historical production, reported to be some 75,000 ounces of gold from approximately 104,000 tons (94,347 tonnes) of ore, equating to an average recovered grade equivalent to approximately 24g/t.

The first three-holes from this programme have delivered highly encouraging results, demonstrating significant intersections and confirming the continuity of the mineralised zone along strike of the former Akrokeri Mine. Significant intersections to date include:

-  22AKDD001: 6.5 metres @ 1.63g/t from 7.7 metres, including 3.5 metres @ 2.35g/t

-  22AKDD002: 4.1metres @ 11.01g/t from 46 metres, including 1metre @ 41.04g/t

-  22AKDD003: 3.6 metres @ 5.77g/t from 69.4 metres, including 1metre @ 12.06g/t

Holes 22AKDD002 and 3 were inclined at 55^o and one at 75^o respectively and intersected the mineralised zone at vertical depths between 37 m and 66 m beneath surface.  All three holes intersected significant widths of approximately 2.2 metres mineralisation, thus confirming the continuity of the zone along strike and with depth. The Company is currently analysing and modeling the minable resources following receipt of the drilling results from the second and third pits of the Homase Mine. 

On 8 July 2022, the Company announced the issue of 9,600,000 new Ordinary Shares pursuant to an exercise of warrants and bond settlement agreement.

On 13 July 2022, the Company announced the issue of 9,802,821 new Ordinary Shares pursuant conversion to a loan conversion by Paracale Gold Limited.

9.          Availability of interim report

The interim report is available on the Company's website www.goldstoneresources.com.