TIDMGUN
RNS Number : 1987D
Gunsynd PLC
26 October 2020
Gunsynd plc
("Gunsynd" or the "Company")
Correction: Update re: Kolosori
The following amendment has been made to the 'Update re:
Kolosori' announcement released on 26 October 2020 at 07:00 under
RNS No. 1734D.
The announcement stated that Gunsynd holds 230,00 shares in
Kolosori, however the correct number is 230,000 shares.
All other details remain unchanged.
The full amended text is shown below:
Gunsynd Plc (AIM: GUN, AQSE: GUN) notes the announcement today
by Malachite Resources Limited ("Malachite"), which is listed on
the ASX (ASX: MAR), regarding the acquisition, subject to the
conditions precedent set out below, of 80% of Kolosori Nickel (SI)
Limited ("Kolosori", a company in which Gunsynd has an investment
as detailed below) (the "Transaction") with the remaining 20% to be
retained by the traditional landowners. The Kolosori project is
located within the PL 05/19 project area.
Terms of the acquisition of 80% of Kolosori are summarised
below.
The Total Consideration must be paid as follows:
a) $750,000 of the total consideration will be satisfied through
the issue of up to 9,375,000 Malachite shares at a deemed issue
price of $0.08 each on completion (Upfront Consideration
Shares);
b) $1,250,000 of the total consideration, less any reduction for
any debts not disclosed to Malachite in the Term Sheet, will be
satisfied through the issue of up to 15,625,000 Malachite shares at
a deemed issue price of $0.08 each (Deferred Consideration Shares)
within 10 business days of the date each of the following has been
satisfied and remains satisfied:
i. a mining lease for Prospecting Licence Tenement is granted
for PL 05/19 by the Mines Department;
ii. confirmation of Indicated Mineral Resources at the
Prospecting Licence Tenement in accordance with JORC Code 2012 at a
minimum of 6 million tonnes at a minimum grade of 1.6% Ni (which
includes 3.9 million tonnes at a minimum grade of 1.7% Ni
(saprolite); and
c) the Upfront Consideration Shares and the Deferred
Consideration Shares are subject to certain clawback or reductions
for adjustments; and
d) all Malachite shares issued to the vendors to be subject to
voluntary escrow arrangements as follows:
i. for the Upfront Consideration Shares, the earlier of 12
months from their date of issue or 10 business days after the
granting of a mining licence for PL 05-19; and
ii. for the Deferred Consideration Shares, 12 months from their
date of issue.
The Agreement is subject to conditions precedent, including:
a) Resource estimate: the Purchaser being satisfied that there
is Indicated Mineral Resources at the Prospecting Licence Tenement
in accordance with JORC Code 2012 at a minimum of 3 Mt at a minimum
grade of 1.7% Ni (saprolite).
b) Prospecting Licence Tenement: the Purchaser being satisfied
that the Prospecting Licence Tenement is in good standing with the
Mines Department.
c) Debts: the Purchaser being satisfied that there are no debts
or liabilities owed by the Company or a Landholder in relation to
the Prospecting Licence Tenement other than the Assumed Debts.
d) Regulatory approval: the Purchaser obtaining all necessary or
desirable regulatory approvals (including pursuant to the ASX
Listing Rules) in relation to the transactions contemplated by this
Agreement.
e) Malachite shareholder approval: the shareholders of the
Purchaser approving the transactions contemplated by this Agreement
in a general meeting, including a resolution authorising the
allotment and issue of the Upfront Consideration Shares and
Deferred Consideration Shares to the Landholders and
Non-Landholders in accordance with the ASX Listing Rules and the
Corporations Act.
f) ASX waiver: ASX granting Malachite a waiver from ASX Listing
Rule 7.3.2 to permit Malachite to issue the Deferred Consideration
Shares up to 30 June 2023 after Malachite receives shareholder
approval for the issue of the Deferred Consideration Shares.
g) Release of Encumbrances: the Non-Landholders obtaining and
delivering to the Purchaser a discharge and release of any
Encumbrances over the Transferring Shares.
h) Project Agreement: the Purchaser, the Company and each
Landholder entering an agreement, on terms satisfactory to the
Purchaser, in respect of Kolosori Nickel Project and providing
that:
i. Malachite shall fund the Landholders' exploration and
development costs via a loan that is repayable as a priority from
the Company's cash flows and sale proceeds prior to the Landholders
being paid a dividend by the Company or proceeds from the sale of
Shares; and
ii. granting the Company pre-emptive rights in respect of any Disposal of Shares by a Landholder.
The Agreement is subject to standard warranties and
representations for transactions of this nature.
Gunsynd holds 230,000 shares in Kolosori and will, subject to
completion of the Transaction, receive 682,790 Upfront
Consideration Shares and 1,137,984 Deferred Consideration Shares.
Following, and subject to, completion of the Transaction, Gunsynd
will have no direct interest in Kolosori. A further announcement
will be made in due course.
Hamish Harris commented: "Subject to both the Transaction and
the Jejevo transaction which we announced on 21 August 2020
completing, Gunsynd will hold shares in an ASX listed company with
an enlarged position in high grade nickel assets in the Solomon
Islands with the potential for near term mining given the historic
drilling that has taken place on both tenements."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
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
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END
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