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Link to AIM Admission Document Job: 12414H-- Goldstone Date: 19-03-04 Area: A1 Operator: DD Typesetter ID:DESIGN: ID Number:0957 TCP No.7 Time: 11:57 Rev: 5 Gal: 0001 This document is important and requires your immediate attention. If you are in any doubt about the contents of this document, you should consult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities. The Directors, whose names appear on page 7 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Application has been made for the Existing Ordinary Shares, the Placing Shares and the Warrants to be admitted to trading on the Alternative Investment Market of the London Stock Exchange (“AIM”). AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the potential risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Attention is drawn, in particular, to Part III of this document entitled “Risk Factors”. The London Stock Exchange has not examined or approved the contents of this document. A copy of this document, which has been drawn up in accordance with the Public Offers of Securities Regulations 1995 (“POS Regulations”) and the AIM Rules and comprises a prospectus, has been delivered to the Registrar of Companies in England and Wales for registration in accordance with Regulation 4(2) of the POS Regulations. GoldStone Resources Limited (incorporated in Jersey with company number 71490) Placing of 22,400,000 ordinary shares of 1p each at 25p per share Admission to trading on the Alternative Investment Market of ordinary shares and warrants by Westhouse Securities LLP Westhouse, which is regulated by The Financial Services Authority, is acting as nominated adviser and broker to GoldStone Resources Limited. Under the AIM Rules, a nominated adviser has certain responsibilities to the London Stock Exchange which are less onerous than the responsibilities of a sponsor of a company applying for its securities to be admitted to the Official List of the United Kingdom Listing Authority. In accordance with the AIM Rules, Westhouse has confirmed to the London Stock Exchange that it has satisfied itself that the Directors have received independent advice and guidance as to the nature of their responsibilities and obligations under the AIM Rules and that to the best of its knowledge and belief, all relevant requirements of the AIM Rules (save for compliance with the general duty of disclosure contained in Regulation 9 of the POS Regulations, in respect of which the nominated adviser is not required to satisfy itself) have been complied with. In giving its confirmation to the London Stock Exchange, Westhouse has not made its own enquiries except as to matters which have come to its attention which it considers it necessary to satisfy itself. Westhouse is not acting for any other persons and will not be responsible to anyone other than GoldStone Resources Limited for providing the protections afforded to customers of Westhouse or for providing advice in relation to the contents of this document, the Placing or the application for Admission. Westhouse has not authorised any part of this document for the purposes of Regulation 13(1)(g) of the POS Regulations. No liability is accepted by Westhouse for the accuracy of any information or opinions contained in, or for the omission of any material information from, this document for which the Directors are solely responsible. The Placing is conditional, inter alia, on Admission taking place on or before 25 March 2004 (or such later date as GoldStone Resources Limited and Westhouse may agree but, in any event, not later than 8 April 2004). The Placing Shares will rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company and will rank pari passu in all other respects with all other Ordinary Shares which will be in issue on Admission. Westhouse is a trading name of Westhouse Securities LLP, a member of the London Stock Exchange and regulated by The Financial Services Authority, a subsidiary of Kredietbank Luxembourg and part of the Almanij-Kredietbank Group. Copies of this document, which is dated 19 March 2004, will be available free of charge to the public during normal working hours on any weekday (except Saturdays and public holidays) from the offices of Westhouse, Clements House, 14-18 Gresham Street, London EC2V 7NN from the date of Admission for not less than one month. Job: 12414H-- Goldstone Date: 15-03-04 Area: A1 Operator: MC Typesetter ID:DESIGN: ID Number:0958 TCP No.7 Time: 22:57 Rev: 1 Gal: 0002 CONTENTS Page Definitions 3 Glossary of Terms and Measures 5 Directors, Secretary and Advisers 7 Placing Statistics 8 Expected Timetable of Principal Events 8 Key Information 9 Part I Information on the Group 10 Introduction 10 Background 10 Description of Principal Asset 10 Strategy 13 Operations 13 Corporate Structure 13 Board of Directors and Senior Management 14 Corporate Governance 15 Financial Record 15 Current Trading and Future Prospects 15 Dividend Policy 15 Reasons for the Placing and Use of Proceeds 15 Details of the Placing 15 Warrants 16 Future Funding 16 Lock-in and Orderly Market Arrangements 16 Share Option Scheme 16 CREST 16 UK Taxation 17 Further Information 17 Part II Mining in Guyana 18 Part III Risk Factors 21 Part IV Accountants’ Report 26 Part V Additional Information 36 Appendix I Competent Person’s Report 52 2 Job: 12414H-- Goldstone Date: 18-03-04 Area: A1 Operator: MC Typesetter ID:DESIGN: ID Number:0959 TCP No.7 Time: 18:19 Rev: 2 Gal: 0003 DEFINITIONS In this document, where the context permits or unless otherwise stated, the definitions set out below shall apply: “Act” the Mining Act 20 of 1989 of Guyana “Admission” the admission of the Existing Ordinary Shares, the Placing Shares and the Warrants to trading on AIM and such admission becoming effective in accordance with the AIM Rules “AIM” the Alternative Investment Market of the London Stock Exchange “AIM Rules” the rules published by the London Stock Exchange governing admission to and the operation of AIM “Board” or “Directors” the directors of the Company whose names are set out on page 7 of this document “Company” or “GoldStone” GoldStone Resources Limited “CREST” the relevant system (as defined in the Regulations) in respect of which CRESTCo Limited is the Operator (as defined in the Regulations) “Existing Ordinary Shares” the 40,000,000 Ordinary Shares in issue at the date of this document “GeoQuest” GeoQuest Holdings Limited “GGMC” or “Commission” the Guyana Geology and Mines Commission “Guyana” Co-operative Republic of Guyana “Law” the Companies (Jersey) Law 1991 “London Stock Exchange” London Stock Exchange plc “Ordinary Shares” the ordinary shares of 1p each in the capital of the Company “Permits” the permissions granted to GoldStone as renewed or amended from time to time, in terms of which the Company is authorised to exclusively occupy and conduct geological and geophysical surveys for all minerals in the western and central parts of Guyana “Placing” the conditional placing by Westhouse, as agent for the Company, of 22,400,000 Placing Shares at the Placing Price pursuant to the Placing Agreement as described in this document “Placing Agreement” the conditional agreement dated 19 March 2004 and made between (1) Westhouse, (2) the Directors, (3) GeoQuest and (4) the Company, further details of which are set out in paragraph 5.4 of Part V of this document “Placing Price” 25p per Placing Share “Placing Shares” the 22,400,000 new Ordinary Shares to be issued pursuant to the Placing “POS Regulations” the Public Offers of Securities Regulations 1995 “Regulations” the Uncertificated Securities Regulations 2001 “Shareholder(s)” the person(s) who are registered as holder(s) of Ordinary Shares from time to time 3 Job: 12414H-- Goldstone Date: 18-03-04 Area: A1 Operator: MC Typesetter ID:DESIGN: ID Number:0960 TCP No.7 Time: 18:20 Rev: 2 Gal: 0004 “UK” the United Kingdom of Great Britain and Northern Ireland “US” or “USA” the United States of America, its territories and possessions, any state of the United States and the District of Columbia “US$” United States dollars “Warrant Instrument” the warrant instrument constituting the Warrants dated 16 March 2004 “Warrantholder(s)” holder(s) of Warrants “Warrants” warrants of the Company entitling the holders thereof to subscribe for Ordinary Shares as constituted by the Warrant Instrument, summary details of which are set out in paragraph 6 of Part V of this document “Westhouse” Westhouse Securities LLP, the nominated adviser and broker to the Company “ZAR” South African rand 4 Job: 12414H-- Goldstone Date: 15-03-04 Area: A1 Operator: MR Typesetter ID:DESIGN: ID Number:0961 TCP No.7 Time: 22:37 Rev: 0 Gal: 0005 GLOSSARY OF TERMS AND MEASURES “alluvial” deposited by a stream or other body of running
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