Term Sheet for Gold Project in Canada
23/06/2025 07:00
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 Hamish Harris/ Peter Ruse | +44 (0) 78 7958 4153 |
| Cairn Financial Advisers LLP Liam Murray / James Western | +44 20 7213 0880 |
| Peterhouse Capital Limited Lucy Williams | +44 20 7469 0936 |
| 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 |