REG - Gunsynd PLC - Term Sheet for Gold Project in Canada

GunsyndAnnouncement

23/06/2025 07:00

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RNS Number : 9333N  Gunsynd PLC  23 June 2025

Gunsynd Plc

("Gunsynd" or the "Company")

Term Sheet for 100% Acquisition of High Grade Gold Project in Canada

Issue of Equity

 

Gunsynd (AIM: GUN), an investing company, is pleased to announce that it has
entered into a legally binding Term Sheet with Critical Discoveries (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 "Barb Gold Project" or "Project") (the "Proposed Transaction").

Highlights

·      100% Acquisition of the Barb Gold Project, Manitoba

·      32 mining claims, 6516.63 Ha.  Situated in the Rice Lake
greenstone belt which includes the Rice Lake deposit at Bissett, with a total
gold endowment in excess of 5.6 Moz (resource and past production), making it
the largest gold deposit discovered in Manitoba.

·      150 km northeast of the provincial capital, Winnipeg with road
access into the core of the property

·      30 km to operational gold mill (1911 Gold Corporation (AUMB.TSXV)

·      Claims envelop the historic Lotus Mine, along with the Denver and
Betty shafts which do not form part of the Proposed Transaction

·      Denver assay results from a 2015 program of 62g/t Au and 221 g/t
Au.

·      The Betty shaft grab samples assayed 3.4 g/t Au, never drilled.

·      Lotus drill results from 1980 produced 71,500 tons at 5.38g/t AU

·      Recently completed geophysics program by CR will enable near term
gold with drill ready targets

·      All year round (12 month) access to the claims/properties with
good access to road infrastructure, technical personnel/services and
accommodation in the nearby town of Bissett, Manitoba.

 

Gunsynd will acquire a 100% legal and beneficial interest in the Barb Gold
project in Manitoba Canada, subject to entering a definitive agreement to
replace the Term Sheet. The consideration will be satisfied by:

Initial Cash and Equity Payment

Payment to the Vendor of CAD$190,000 (approx. £102,000) in cash in order to
recover costs previously incurred by the Vendor in relation to acquisition and
sunk costs on exploration activities.

Share issuance to the Vendor, comprising of:

(i) new ordinary shares in Gunsynd equal to CAD$25,000 (approx. £13,500) at a
price equal to the 10 day VWAP ending one business day prior to the date of a
definitive agreement to replace Term Sheet entered into between the Company
and the Vendor ("Effective Date") ("Completion Price"); and

(ii) grant to the Vendor such number of new ordinary shares in Gunsynd as is
equal to CAD$225,000 (approx. £121,500) at the Completion Price in which will
be allotted and issued by the Company to the Vendor in equal instalments every
3 months over a 24 month period starting on the Effective Date.

Project Milestones

Subject to various project milestones being achieved, the Company will issue
the Vendor with up to CAD$1,000,000 (approx. £540,000) new ordinary shares in
the Company at a price per share equal to the 10-day VWAP ending one business
day prior to the relevant milestone being completed ("Milestone Shares")on the
basis set out below:

(i) CAD$100,000 (approx. £54,000) worth of Milestone Shares within 10
business days of the Vendor providing confirmation to the Company that 5,000
metres of drilling has been completed across the 33 mining claims pursuant to
the Term Sheet;

(ii) CAD$250,000 (approx. £135,000) worth of Milestone Shares within 10
business days of the Vendor notifying the Company that a mineral resource
estimate has been filed;

(iii) CAD$500,000 (approx. £270,000) worth of Milestone Shares within 10
business days of the Vendor notifying the Company that a preliminary economic
assessment has been filed; and

(iv) CAD$150,000 (approx. £81,000) worth of Milestone Shares within 10
business days of a commercial offtake agreement being entered into.

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 Barb Gold Project.  For at least 24 months from the Effective Date,
the Vendor will be the operator of the Project. Both the Company and the
Vendor will use their reasonable endeavours to negotiate and agree an operator
agreement in relation to the Project.

 

Smelter Royalty

 

It is envisaged that the fee payable to the operator will be cost plus 10%.
The Company will grant to the Vendor a 2% net smelter royalty ("NSR"), payable
over the license/permits in the Project. At any time within three years from
the date of the grant of the NSR, the Company shall have the rights,
exercisable at its sole discretion, to acquire 50% of the NSR (i.e. 1%) back
from the vendor for CAD$1.25m.

 

A further announcement will be made in due course in relation to the share
issuance detailed above.

 

Further issue of equity

 

Gunsynd has also issued 50,000,000 new ordinary shares to certain creditors of
the Company at a price of 0.1 pence to settle liabilities of £50,000.

 

Admission

Application will be made to the London Stock Exchange for the admission of
50,000,000 new ordinary shares to trading on AIM ("Admission"). Admission is
expected to occur on or around 26 June 2025. The new ordinary shares will rank
pari passu with the existing ordinary shares.

 

Total Voting Rights

For the purposes of the Disclosure and Transparency Rules, following
Admission, the Company's issued share capital will comprise 1,087,245,223
ordinary shares of 0.085p each. This figure may be used by shareholders as the
denominator for calculations to 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.

 

Pete Ruse, Director of Gunsynd, commented:

Gunsynd is pleased to update shareholders with an exciting new acquisition of
the Barb Gold Project in Manitoba, Canada. Delivering direct 100% ownership in
this exciting gold province of Rice Lake Gold Belt. Furthermore, this
transaction is complementary to the successful investment in 1911 Gold
Corporation (AUMB.TSXV) that continues to deliver exciting results at the
existing 1mOz Au True North Mine and regional exploration along strike as they
step out along the Rice lake greenstone belt.  Acquiring ground centrally
located within the same belt will offer early stage Archean orogenic targets
containing favourable host rocks complimentary to high grade gold
exploration."

"Gunsynd looks forward to working with Critical Discoveries as the project
operator to expedite near  term exploration on the highest priority Gold
targets that have been subject to geophysics and multiple field campaigns to
be in a drill ready position."

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

 

 

 

Project details

Location map

Claims list

 

 Claim Number  Claim Status  Issue Date  Anniversary Date  Area (Ha)  Owners  Number of Units
 MB10163       Active        2011-09-02  2025-11-01        144        Active  1
 MB10431       Active        2011-08-04  2025-10-03        208        Active  1
 MB10432       Active        2011-08-04  2025-10-03        208        Active  1
 MB10433       Active        2011-08-04  2025-10-03        256        Active  1
 MB10434       Active        2011-09-07  2025-11-06        182        Active  1
 MB10435       Active        2011-08-04  2025-10-03        224        Active  1
 MB10444       Active        2011-09-02  2025-11-01        256        Active  1
 MB10452       Active        2011-09-16  2025-11-15        256        Active  1
 MB10494       Active        2011-10-27  2025-12-26        256        Active  1
 MB10495       Active        2011-09-02  2025-11-01        144        Active  1
 MB11233       Active        2014-10-27  2025-12-26        243        Active  1
 MB11234       Active        2014-10-27  2025-12-26        240        Active  1
 MB15114       Active        2024-08-22  2026-10-21        241        Active  1
 MB15115       Active        2024-11-20  2027-01-19        240        Active  1
 MB15116       Active        2024-08-22  2026-10-21        114        Active  1
 MB15118       Active        2024-08-13  2026-10-12        253        Active  1
 MB15119       Active        2024-08-13  2026-10-12        180        Active  1
 MB15120       Active        2024-05-03  2026-07-02        160        Active  1
 MB15124       Active        2024-06-18  2026-08-17        226        Active  1
 MB15125       Active        2024-05-03  2026-07-02        165        Active  1
 MB15126       Active        2024-07-22  2026-09-20        172        Active  1
 MB15127       Active        2024-05-03  2026-07-02        231        Active  1
 MB15202       Active        2024-05-03  2026-07-02        254        Active  1
 MB15203       Active        2024-05-03  2026-07-02        254        Active  1
 MB15204       Active        2024-05-03  2026-07-02        37         Active  1
 MB15205       Active        2024-05-03  2026-07-02        190        Active  1
 MB15211       Active        2024-07-22  2026-09-20        199        Active  1
 MB15215       Active        2024-07-22  2026-09-20        217        Active  1
 MB15216       Active        2024-07-22  2026-09-20        152        Active  1
 MB15221       Active        2024-11-20  2027-01-19        248        Active  1
 MB9778        Active        2025-03-26  2027-05-25        220        Active  1
 MB9779        Active        2011-08-04  2025-10-03        200        Active  1

 

 

 

 

 

 

 

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