Terms for Assets, Disposal, Withdrawal from AQSE

Gunsynd PLC

11 July 2024

 

Gunsynd Plc

("Gunsynd" or the "Company")

Heads of Terms for Uranium Assets

Issue of Equity

Disposal of Shares in Investee company

Withdrawal from Trading on AQSE

Gunsynd (AIM: GUN; AQSE: GUN), the AIM and AQSE quoted investing company, is pleased to announce that it has:-

i)             entered into a legally binding Term Sheet with Pinwheel Resources Ltd (the "Vendor") which sets out the indicative commercial terms pursuant to which it is proposed that the Company will enter into a farm-in agreement (the "Agreement") with respect to certain licences over prospective acreage in Canada (the "Proposed Transaction").  The acreage is prospective for uranium and other resources including copper;

ii)            issued 20,000,000 new ordinary shares to the Gunsynd Employee Benefit Trust ("EBT") at par value per new ordinary Share at an aggregate cost to the Company of £17,000;

iii)           issued 19,230,769 new ordinary shares to certain existing creditors of the Company at a price of 0.13 pence to settle liabilities of £25,000;

iv)           disposed of 852,452 ordinary shares in its investee company Charger Metals NL ("Charger") for total consideration of approximately £53,500; and

v)            applied for the withdrawal for its admission to trading on AQSE.

Heads of Terms

The Proposed Transaction envisages that the Company will acquire a 100 per cent. legal and beneficial interest in Falcon Lake U-Cu-Co project and Bear Twit VMS project in Canada (the "Projects").  The Projects have certain Mineral Claims and Permits in the Northwest Territories and Northern Canada.  Details of the Permits and Mineral Claims are set out below:

Bear - Twit VMS Project, NWT

PERMIT NUMBER	PERMIT STATUS	ISSUE DATE	AREA (hectares)	OWNERS
NP-8506	ACTIVE	2024-02-01	17008	Pinwheel Resources Ltd (100%)

Falcon Lake U - Cu - Co

Claim Number	Claim Status	Issue Date	Anniversary Date	Area (Ha)	Owners	Number of Units
104498	ACTIVE	2024-04-22	2026-04-22	1122.6	Pinwheel Resources Ltd (100%)	72
104499	ACTIVE	2024-04-22	2026-04-22	1446.6	Pinwheel Resources Ltd (100%)	93
104500	ACTIVE	2024-04-22	2026-04-22	1463.8	Pinwheel Resources Ltd (100%)	94
104497	ACTIVE	2024-04-22	2026-04-22	1261.8	Pinwheel Resources Ltd (100%)	81

Further background information on the Projects is included at the end of this announcement.

It is agreed that Proposed Transaction will take the form of a declaration of trust, pursuant to which the Vendor will hold the Projects on trust for the benefit of the Company until the earlier of the transfer to the Company to a special purpose vehicle or termination of the Agreement ("Declaration of Trust").

Gunsynd has entered into legally binding Term Sheet which sets out the indicative commercial terms pursuant to which it is proposed that the Company will enter into a farm-in agreement with the Vendor with respect to certain licences over prospective acreage in Canada for consideration of £200,000.  The consideration will be payable at a later date and satisfied by:

-      the issue of £150,000 of new ordinary shares in the Company at a price of 0.13 pence per share

-      £50,000 in cash

The Company has agreed it shall contribute a minimum of £100,000 annually in respect of work commitments for a period of 2 years from the date of the Agreement ("Work Commitment Fee").  The failure of the Company to satisfy the Work Commitment Fee will result in the termination of the Agreement and the Declaration of Trust.

A further announcement will be made upon the Company entering into the Agreement with the Vendor which will replace the Term Sheet.

Gunsynd is an Investing Company pursuant to AIM Rule 8 and will therefore not be involved in the exploration, development or production of any resources from the Projects.  The Vendor and the Company will use their reasonable endeavours to agree the appointment of an operator in relation to the Projects.

EBT subscription

The Company also announces that the trustees of the EBT, LGL Trustees Jersey intend to subscribe for an additional 20,000,000 new ordinary shares ("EBT Shares") in the Company, at par value at an aggregate cost to the Company of £17,000. The EBT Shares will represent approximately 3.4% of the issued share capital of the Company following Admission (as defined below) of the New Ordinary Shares (as defined below). Following Admission, the EBT will hold 50,000,000 ordinary shares representing approximately 8% of the issued share capital of the Company.

Fee shares

In addition, the Company has issued 19,230,769 new ordinary shares ("Fee Shares") at a price of 0.13 pence per share to settle a liability owed to certain creditors to the value of £25,000.

Disposal of investee company shares 

Gunsynd has  recently disposed of 852,452 ordinary shares in its investee company Charger Metals NL ("Charger") (ASX: CHR), for AUD$102,305 (approximately £53,500) at an average price of AUD$0.12 per ordinary share. Following the disposal the Company holds nil ordinary shares in Charger.

Notice of Withdrawal of Trading on the AQSE Growth Market ("AQSE")

The Company currently has a dual listing with its ordinary shares traded on the AIM market of the London Stock Exchange and the AQSE Growth Market of the Aquis Stock Exchange. The Board has decided to seek the withdrawal from trading of its ordinary shares on AQSE ("Withdrawal"). 

As the Company will retain its AIM listing on the London Stock Exchange, the Company is not required to send a circular and seek shareholder approval of a resolution to withdrawal in accordance with Rule 5.3 of the AQSE Growth Market Access Rulebook. 

In accordance with the procedures of the AQSE Growth Market, the Board anticipates that the Withdrawal will be completed in line with the timetable below.

	2024
Last day of dealings in the Company's ordinary shares on the AQSE Growth Market	9 August
Withdrawal of trading of the Company's ordinary shares on the AQSE Growth Market	8.00 a.m. on 12 August

Admission of the New Ordinary Shares

Application will be made to the London Stock Exchange to admit the EBT and Fee Shares (together the "New Ordinary Shares") to trading on AIM and to the Aquis Stock Exchange Growth Market ("Admission"). Admission of the new ordinary shares is expected to occur on or around 18 July 2024. The New Ordinary Shares will rank pari passu with the existing ordinary shares.

Total Voting Rights following Admission

For the purpose of the Disclosure and Transparency Rules, following Admission, the enlarged issued share capital of the Company will comprise 611,027,275 ordinary shares of 0.085p each. The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure and Transparency Rules.

Forward Looking Statements

This announcement contains forward-looking statements relating to expected or anticipated future events and anticipated results that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, competition for qualified staff, the regulatory process and actions, technical issues, new legislation, uncertainties resulting from potential delays or changes in plans, uncertainties resulting from working in a new political jurisdiction, uncertainties regarding the results of exploration, uncertainties regarding the timing and granting of prospecting rights, uncertainties regarding the Company's ability to execute and implement future plans, and the occurrence of unexpected events.  Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. 

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

For further information, please contact:

Gunsynd plc Hamish Harris/ Peter Ruse	[phone]
Cairn Financial Advisers LLP James Caithie / Liam Murray	[phone]
Peterhouse Capital Limited Lucy Williams	[phone]

Project details

Falcon project

The Falcon Project covers 5,294 hectares of U-Cu-Co prospective ground in Nunavut, northern Canada. It lies south of the Dismal Lakes and 122km southeast of the permanent settlement of Kugluktuk, accessible by commercial fixed wing aircraft. The project lies 26km west of the ISO Energy Mountain Lake uranium project.

Adjacent Deposit

Mountain Lake hosts a historic, non-43-101 compliant indicated resource estimate of 1.6Mt @ 0.23% U₃O₈ from a shale-related deposit with fracture and stratabound uranium mineralisation. High grade mineralisation is locally present, with drill intersections returning up to 5.19% U₃O₈ over 0.9 metres. IsoEnergy Limited. | Mountain Lake.

Project Geology and Mineralisation

The Falcon project has rocks of both the Great Bear Batholith intrusive suite and a complete, overlying basinal package. Rocks of the Hornby Bay and Dismal Lakes Groups represent basin fill of mudstone-shale-dolostone and limestone. The basin is capped to the north and east by flood basalts of the Copper Creek Formation, which host a variety of high-grade lode copper deposits.

Copper appears to be concentrated in siltstone-dolostone members of the sequence and other metals in the mudstone-shale members, most notably in the lower Middle Hornby Bay Group mudstones. Selected grab samples from a 1979 map show copper up to 8.9% and over 300ppm U.

Bear - Twit Project

Located in the Godlin Lakes District, Northwest Territories, Canada lies the 171 km² Bear-Twit project area. The project is underexplored, with exploration upside for Ag-Pb- deposits of VMS and MVT style, akin to the Macpass Project of Fireweed Metals, located 102km to the southwest. Previous work on the license area is limited, however a small-scale diamond drilling programs in the 1970s identified a well-mineralised system. The project hosts another target area named REV, which also reported anomalous zinc assay results from limited drilling. Further upside exists due to the historic exploration focus on Ag-Pb-Zn and lack of assaying for copper (Cu) despite note of malachite and visual estimates of 1-2% Cu in logging data.

A non NI 43-101 compliant inferred resource estimate of 7.26 - 9.07 Mt @ 5.4% Zn, 2.6% Pb and 17.1g/t Ag exists at the Bear-Twit Project.

 

END