REG - Gunsynd PLC - Fundraise, Issue of Warrants and Broker Option

GunsyndAnnouncement

18/07/2025 07:00

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RNS Number : 5757R  Gunsynd PLC  18 July 2025

Gunsynd Plc

 

("Gunsynd" or the "Company")

 

Fundraise, Issue of Warrants and Broker Option

 

Gunsynd (AIM: GUN) announces that it has raised gross proceeds of £450,000
comprising a placing  of 333,333,333 new ordinary shares of 0.085 pence each
("Ordinary Shares") at 0.12 pence per share (the "Issue Price") (the
"Placing") raising gross proceeds of £400,000 through its broker, Peterhouse
Capital Limited ("Peterhouse"), and a subscription of 41,666,666 new Ordinary
Shares at the Issue Price, raising gross proceeds of £50,000 (the
"Subscription") (together, the "Fundraise"). Participants in the Fundraise
will also receive one warrant for every two new Ordinary Shares subscribed
for, exercisable at 0.2 pence from the date of Admission (defined below) and
expiring on the one-year anniversary of the date of Admission (the
"Warrants"). In aggregate, 187,499,999 Warrants will be issued.

 

The net proceeds of the Placing and Subscription will be used to provide the
Company with additional funding for general working capital, progress its
activities and make investments in line with its stated investing policy in
particular with respect to its recent Canadian acquisitions comprising the
Bear Twit, Falcon Greylark and Barb projects.

 

Director Participation

Certain directors of the Company are subscribing for in aggregate 33,333,333
new Ordinary Shares at the Issue Price ("Director Participation") as part of
the Subscription.  Details of the Director Participation are set out below:

 

 Name           Amount    No. of Ordinary Shares to be issued  No. of Warrants to be issued  Resulting                                       Resulting % shareholding following Admission

                                                                                             shareholding following Director Participation
 Donald Strang  £30,000   25,000,000                           12,500,000                    65,000,000                                      4.45%
 Hamish Harris  £10,000   8,333,333                            4,166,666                     19,494,809                                      1.33%
 Total          £40,000   33,333,333                           16,666,666                    84,494,809                                      5.78%

 

Related Party Transaction

 

The participation of Donald Strang and Hamish Harris pursuant to the Director
Participation constitutes a related party transaction for the purposes of Rule
13 of the AIM Rules (the "Transaction"). Peter Ruse, being the director of the
Company independent of the Transaction, having consulted with the Company's
nominated adviser, Cairn Financial Advisers LLP, consider that the terms of
the Transaction are fair and reasonable in so far as the Company's
shareholders are concerned.

 

Broker Option

 

In order to provide qualified Gunsynd shareholders ("Existing Shareholders")
and other qualified  investors with an opportunity to participate on the same
basis as the Placing (with the same Issue Price and identical Warrant
entitlement), the Company has granted Peterhouse a broker option over
100,000,000 new Ordinary Shares ("Broker Option Shares") ("Broker Option").
Full take up of the Broker Option Shares would raise a further £120,000 for
the Company, before expenses. The Broker Option Shares will be issued under
the Company's existing share authorities.

 

Existing Shareholders who hold shares in the Company and are on the register
of members as at the close of business on 15 July 2025, will be prioritised
for participation in the Broker Option (other than at the discretion of
Peterhouse) and all orders from such Existing Shareholders will be accepted
and processed by Peterhouse on a strictly "First Come, First Served" basis.
The Broker Option has not been underwritten. Peterhouse is entitled to
participate in the Broker Option as principal.

 

The Broker Option may be exercisable by Peterhouse on more than one occasion,
at any time from the date of this announcement until 5.00 p.m. UK time on 18
July 2025 at its absolute discretion, following consultation with the Company.
There is no obligation on Peterhouse to exercise the Broker Option or to seek
to procure subscribers for the Broker Option Shares.

 

Peterhouse may also, subject to prior consent of the Company, allocate new
ordinary shares  after the time of any initial allocation to any person
submitting a bid after that time. Peterhouse may choose not to accept bids
and/or to accept bids, either in whole or in part, on the basis of allocations
determined at their discretion (after consultation with the Company) and may
scale down any bids for this purpose on such basis as Peterhouse may
determine. Peterhouse may also, subject to prior consent of the Company,
allocate new Ordinary Shares after the time of any initial allocation to any
person submitting a bid after that time. The Broker Option Shares are not
being made available to the public and none of the Broker Option Shares are
being offered or sold in any jurisdiction where it would be unlawful to do so.
No Prospectus will be issued in connection with the Broker Option.

A further announcement will be made in due course following the close of the
Broker Option and in relation to the confirmed number of Broker Option Shares.

 

Subscription to Broker Option

 

To subscribe for Broker Option Shares, Existing Shareholders and other
qualified investors should communicate their bid to Peterhouse via their
stockbroker as Peterhouse cannot take direct orders from individual private
investors. Existing Shareholders or other interested parties who wish to
register their interest in participating in the Broker Option Shares should
instruct their stockbroker to call Peterhouse on 020 7469 0936. Each bid
should state the number of Broker Option Shares the Existing Shareholder or
other qualified investor wishes to subscribe for at the Placing Price.

 

Admission of the New Ordinary Shares

 

Application will be made to the London Stock Exchange to admit the 374,999,999
new Ordinary Shares, pursuant to the Placing and Subscription, to trading on
AIM ("Admission"). Admission of the new Ordinary Shares is expected to occur
on or around 23 July 2025. 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 1,462,245,222
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                   +44 (0) 78 7958 4153

 Hamish Harris / Peter Ruse

 Cairn Financial Advisers LLP  +44 20 7213 0880

 Liam Murray / James Western

 Peterhouse Capital Limited    +44 20 7469 0936

 Lucy Williams

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

 1   Details of the persons discharging managerial responsibilities / person
     closely associated

 a)  Name                                    A)    Donald Strang

                                             B)    Hamish Harris
 2   Reason for the notification

 a)  Position/Status                         A)    Director of the Company

                                             B)    Director of the Company
 b)  Initial notification/ Amendment         Initial notification

 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor

 a)  Name                                    Gunsynd plc

 b)  LEI                                     21380068N2D57QUG1L78

 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted

 a)  Description of the financial

     instrument, type of

     instrument                              Ordinary shares of 0.085 pence each

     Identification code

                                             GB00BMD6PM55

 b)  Nature of the transaction               Subscribing for new Ordinary Shares pursuant to the Director Participation

 c)  Price(s) and volume(s)

    Price(s)    Volume(s)
                                             A)  0.12 pence  25,000,000
                                             B)  0.12 pence  8,333,333

 
 d)  Aggregated information

     -      Aggregated volume                N/A

                                             N/A

     -      Price

 e)  Date of transaction                     17 July 2025

 f)  Place of transaction                    London Stock Exchange

 

d)

Aggregated information

 

-      Aggregated volume

 

-      Price

 

 

 

N/A

N/A

e)

Date of transaction

 

17 July 2025

f)

Place of transaction

 

London Stock Exchange

 

 

 1   Details of the persons discharging managerial responsibilities / person
     closely associated

 a)  Name                                    A)    Donald Strang

                                             B)    Hamish Harris
 2   Reason for the notification

 a)  Position/Status                         A)    Director of the Company

                                             B)    Director of the Company
 b)  Initial notification/ Amendment         Initial notification

 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor

 a)  Name                                    Gunsynd plc

 b)  LEI                                     21380068N2D57QUG1L78

 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted

 a)  Description of the financial

     instrument, type of

     instrument                              Ordinary shares of 0.085 pence each

     Identification code

                                             GB00BMD6PM55

 b)  Nature of the transaction               Warrants over new Ordinary Shares pursuant to the Fundraise

 c)  Price(s) and volume(s)

    Price(s)   Volume(s)
                                             A)  0.2 pence  12,500,000
                                             B)  0.2 pence  4,166,666

 
 d)  Aggregated information

     -      Aggregated volume                N/A

                                             N/A

     -      Price

 e)  Date of transaction                     17 July 2025

 f)  Place of transaction                    London Stock Exchange

 

d)

Aggregated information

 

-      Aggregated volume

 

-      Price

 

 

 

N/A

N/A

e)

Date of transaction

 

17 July 2025

f)

Place of transaction

 

London Stock Exchange

 

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