Convertible Investment Agreement

GS Chain PLC

04 March 2026

 

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 AMENDED WHICH, BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, FORMS PART OF UK LAW. ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

GS CHAIN PLC
("GS Chain" or the "Company")

Convertible Investment Agreement

The Company announces that it has entered into a termination and settlement agreement ("Termination Agreement") with Citymeade Limited (the "Investor") to terminate the Convertible Investment Agreement entered into between the parties on 15 October 2025 ("Investment Agreement").

The Investor has, as at the date of this announcement, advanced approximately £120,000 to the Company pursuant to the terms of the Investment Agreement. In accordance with, and in full and final settlement of, its obligations under the Investment Agreement, the Company has agreed to issue 48,000,000 new ordinary shares of £0.000167 each in the share capital of the Company ("Shares") to the Investor and immediately following the issue of the Shares, the Investment Agreement shall automatically terminate in accordance with the terms of the Termination Agreement.

The issue of the Shares to the Investor is subject to customary conditions, including but not limited to the directors of the Company having the sufficient authority to issue the Shares. The Company intends to issue the Shares to the Investor as soon as possible following obtaining such authorities, which it expects to do at its annual general meeting which is to be held later today.

A further announcement will be made in due course to confirm the allotment and proposed date of admission of the Shares to to trading on the main market for listed securities of the London Stock Exchange.

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For further information please contact:

Paul Carroll, Director	[e-mail]
Bowsprit Partners Limited, Financial Adviser John Treacy / Luis Brime	[phone]
Cairn Financial Advisers LLP, Sponsor Emily Staples	[phone]

Caution regarding forward looking statement:

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 ("UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

END