REG - Gunsynd PLC - Terms for Assets, Disposal, Withdrawal from AQSE

GunsyndAnnouncement

11/07/2024 14:30

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RNS Number : 0994W  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   9 August
 Market

 Withdrawal of trading of the Company's ordinary shares on the AQSE Growth  8.00 a.m. on 12 August
 Market

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                   +44 (0) 78 7958 4153

 Hamish Harris/ Peter Ruse

 Cairn Financial Advisers LLP  +44 20 7213 0880

 James Caithie / Liam Murray

 Peterhouse Capital Limited    +44 20 7469 0936

 Lucy Williams

 

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% U(3)O(8) 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% U(3)O(8) over 0.9
metres. IsoEnergy Limited. | Mountain Lake
(https://www.isoenergy.ca/portfolio/canada/nunavut/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 km(2) 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.

 

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