Southstone Announces Proposed Acquisition of Remaining 90% Interest in Padstone Pte. Ltd.

VICTORIA, British Columbia, Jan. 10, 2024 (GLOBE NEWSWIRE) -- Southstone Minerals Limited (“Southstone” or the “Company””) (TSX.V – SML) announces that it entered into a share purchase agreement (the “Agreement”) with five arm’s length parties, collectively the “Sellers”, setting out the terms of an acquisition (the “Acquisition”) of the remaining 90% interest of the issued and outstanding shares of Padstone Pte. Ltd. (“Padstone") a private Singaporean company. Southstone is currently a passive shareholder of Padstone, holding a minority 10% interest.

Padstone, via a wholly owned subsidiary, has applied for two alluvial and kimberlite diamond exploration permits in the Republic of Guinea, collectively the “Soromaya Project” or the “Permits”. The Soromaya Project is both an alluvial and kimberlite diamond exploration project and covers an area of 198.54 square kilometers and located northwest of the diamond mining town of Banankoro, approximately 574 kilometers east of the capital, Conakry. The Company can provide no assurance as to when, or if, the Permits, will be granted.

In consideration for the Acquisition, the Sellers will be issued, on a pro-rata basis, an aggregate of 15,500,000 common shares of Southstone (the “Consideration Shares”), with a deemed value of CAD$0.01, and will be paid a deferred pro-rata cash payment in the amount of USD$100,000, payable within 24 months from the closing date of the Acquisition. Southstone has also agreed to reimburse up to a maximum amount of USD$100,000 in interest-free Padstone shareholder loans, the proceeds of which were used to fund working capital and general corporate purposes. Repayment of the loans is due within 18 months from the closing date of the Acquisition. There is no factual financial information of Padstone to report at this time.

The Agreement with the Sellers will be executed on the 10 January 2024 and closing of the Acquisition is subject to (i) the two Permits being granted for a period of not less than three years, (ii) a title opinion on the Soromaya Project and corporate legal opinion for Padstone, and (iii) completion of an independent National Instrument 43-101 Report (the “Report”) on the Soromaya Project, as well as any other conditions that may required by the TSX Venture Exchange. Only upon granting of the Permits can the Report be completed and therefore there are a number of significant milestones required to ultimately close this Acquisition.