TIDMGUN
RNS Number : 8226W
Gunsynd PLC
21 August 2020
Gunsynd plc
("Gunsynd" or the "Company")
Update re: Sunshine Minerals
Gunsynd Plc (AIM: GUN, AQSE: GUN) notes the announcement today
by Malachite Resources Limited, which is listed on the ASX (ASX:
MAR; "Malachite"), regarding the acquisition, subject to the
conditions precedent set out below, of the 85% of Sunshine Minerals
Limited it does not already own ("Sunshine Minerals") (the
"Transaction"). Malachite had previously acquired a 15%
shareholding in Sunshine, a private company incorporated in the
Solomon Islands.
Sunshine owns 80% of Sunshine Nickel Limited (SNL) which holds
prospecting licence tenement PL 01/18 located on the south coast of
Santa Isabel Island in the Solomon Islands. The remaining 20% of
SNL is owned by local landowners. The Jejevo Nickel Project is
located within the PL 01/18 project area.
Terms of the acquisition of 85% of Sunshine Minerals are
summarised below:
a) An initial payment of $850,000 to the remaining 85%
shareholders in Sunshine by the issue of up to 10,617,954 fully
paid ordinary shares in Malachite at a deemed issue price of $0.08
(Upfront Consideration Shares);
b) a further payment of $1,105,000 to the remaining 85%
shareholders in Sunshine by the issue of up to 13,803,340 fully
paid ordinary shares in Malachite at a deemed issued price of $0.08
(Deferred Consideration Shares) (less any clawback or reduction for
adjustments) upon the valid application for a mining lease for PL
01-18 being submitted to the Mines Department ; and
c) all Malachite shares issued to the vendors are subject to
voluntary escrow arrangements as follows:
i. for the Upfront Consideration Shares, an escrow period
applies from completion until the earlier of: (a) the date 12
months from completion; or (b) the date 10 business days after the
Mines Department grants SNL a mining lease for PL 01-18; and
ii. for the Deferred Consideration Shares, an escrow period
applies from the date the Deferred Consideration Shares are issued
until the earlier of: (a) the date 12 months from the Deferred
Consideration issue date; or (b) to the date 10 business days after
the Mines Department grants SNL a mining lease for PL 01-18.
The Agreement is subject to conditions precedent, including:
a) Sunshine entering into an agreement with SNL and the
Landholders, on terms satisfactory to Malachite, for the provision
of funding by Malachite to the Landholders (to be repaid from SNL's
cash flows and sale proceeds) for their portion of exploration and
development costs relating to the Jejevo Nickel Project; and
b) the shareholders of Malachite approving the transactions
contemplated by the Agreement in a general meeting, including a
resolution authorising the allotment and issue of the Upfront
Consideration Shares and Deferred Consideration Shares to the
Vendors in accordance with the ASX Listing Rules and the
Corporations Act.
The Agreement is subject to standard warranties and
representations for transactions of this nature.
Gunsynd holds 4,965,850 shares in Sunshine Minerals and will,
subject to completion of the Transaction, receive 1,262,967 Upfront
Consideration Shares and 1,641,856 Deferred Consideration Shares.
Following, and subject to, completion of the Transaction, Gunsynd
will have no direct interest in Sunshine Minerals. A further
announcement will be made in due course.
Hamish Harris commented: "Gunsynd is pleased to be able to
monetise this investment, subject to completion, by way of shares
in a listed ASX company, albeit subject to restrictions on their
disposal. With the recent uplift in nickel prices and strong
interest in the sector given government mandates with respect to
electric cars, we remain bullish on the prospects for nickel."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
The Directors of Gunsynd accept responsibility for this
announcement.
For further information please contact:
Gunsynd plc
Hamish Harris/ Peter Ruse +44 (0) 78 7958 4153
Cairn Financial Advisers LLP
James Caithie / Liam Murray / Mark Rogers +44 (0) 20 7213 0880
Peterhouse Capital Limited
Lucy Williams +44 (0) 20 7469 0936
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 information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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