This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

28 December 2022

GSTechnologies Limited

("GST" or the "Company" or the "Group")

US$1.6 million Convertible Loan Facility

GSTechnologies Limited (LSE: GST), the fintech company, is pleased to announce that the Company has entered into an unsecured convertible loan facility to receive funding of up to US$1.6 million (the "Loan Facility") with an institutional investor introduced by OvalX, the Company's broker, as further detailed below.

The proceeds from the Loan Facility will further strengthen the Company's cash position, providing funding visibility through to Q4 2023, and will be utilised to assist the development and rollout of the Group's GS Money and associated services as well as for general working capital purposes.

Further information on the Convertible Loan

The US$1.6 million Loan Facility is unsecured and can be drawn down in two instalments.  The first instalment of US$800,000 has been drawn down and up to a further US$800,000 is available to be drawn down from 26 June 2023, subject to certain conditions being met.  The Loan Facility has a redemption date of 28 December 2023 (the "Redemption Date").  Interest equating to ten per cent. of the principal amount per annum shall accrue until repayment or conversion of the Loan Facility and be payable in cash quarterly in arrears.

The amounts drawn down under the Loan Facility and the associated accrued interest is convertible into new ordinary shares of no-par value in the capital of the Company ("Ordinary Shares") at any time up until the Redemption Date at the election of the Loan Facility provider via service of a conversion notice.  Alternatively, the Company may repay the Loan Facility in cash at 105% of the principal amount drawn down together with applicable interest, before the Redemption Date, at the election of the Company by way of the Company giving ten business days' notice in writing.

The conversion price per new Ordinary Share shall be determined as the lower of: (i) 140 per cent. of the closing bid price of the Company's shares on the London Stock Exchange one business day prior to the relevant draw down date; and (ii) 85% of the arithmetic average of the daily volume-weighted average price of an Ordinary Share during any five of the fifteen business days prior to service or deemed service of a conversion notice, as selected by the Loan Facility provider. 

If the Loan Facility is not repaid or converted prior to the Redemption Date, the Company shall pay the principal amount of the Loan Facility together with the associated accrued interest on the Redemption Date.

The Loan Facility is subject to certain customary events of default.  If the Loan Facility becomes due and payable following an event of default, it will be repayable immediately at 120% of the outstanding principal amount.

Tone Goh, Chairman of GST, commented: "2022 has been a transformational year for the Group and our GS Money ambitions, including the completion of the acquisitions of Angra and USB Glindala, the exit from EMS Wiring Systems, the soft launch of our GS20 Exchange, and the progression of our application for the Company's stablecoins to be admitted to the FCA Regulatory Sandbox.  With the proceeds of the Loan Facility we will be able to further accelerate our plans to build a blockchain enabled neobanking business."

Enquiries:

For more information please see: https://gstechnologies.co.uk/