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

GS Chain Plc (LSE: GSC) announces that it has entered into a Convertible Investment Agreement (the "Agreement") with Citymeade Limited (the "Investor").

The Agreement provides an investment structure through which the Investor will subscribe for the sum of £300,000 (the "Investment Amount") to support the Company's future acquisitions strategy and general working capital.

The Investment Amount is convertible into new ordinary shares of the Company at a fixed conversion price of £0.0025 per share as summarised below.

Key Terms:

·      Investment Amount: £300,000 (three hundred thousand pounds sterling).

·      Conversion Price: Fixed at £0.0025 per ordinary share.

·      Nominal value of shares: £0.000167 per share.

·      Target Profit: 8% per annum, non-guaranteed, payable in ordinary shares at £0.0025 per share.

·      Investment Period: 12 months and 1 day from execution.

·    Conversion Events: Occur automatically upon the earlier of (a) expiry of the investment period, (b) any funding round exceeding £300,000, (c) an issue of 50 million or more new shares or (d) an approved debt-equity swap with other creditors.

·   Key Covenants: The Company has agreed to customary operating restrictions including limitations on new indebtedness, share issuances, mergers, asset disposals and material changes to the business or share capital without the Investor's prior written consent.

·    Regulatory Protections: Conversion will not occur where it would trigger a mandatory offer under Rule 9 of the Takeover Code or require a prospectus or admission that has not yet become effective.

Together with comparable terms and conditions customary in a note of this kind.

GS Chain's board believes that the Agreement provides a flexible and compliant funding framework to support the Company's growth strategy while maintaining appropriate shareholder protections.

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