Member Info for Gowniane

I attended the investor lunch last week and CEO was very clear they are only considering acquisition opportunities that would not require any additional funding.

Apparently they have offers from several smaller but established nutrition brands where owners want to sell or need working capital and/or optimized manufacturing base, which Tooru have.

Tooru raised funds in February and CEO was both happy they did at the time and very clear he does not want to do any other fundraising for the foreseeable future, as the share price undervalues the company and their existing brands (Juvela, Oaf, Pulsin) are fully funded for growth.

So my understanding any acquistion will be non-dilutive - but that’s just my own personal opinion, not a fact. please do your own research and form your own perspective

This will likely continue to go up, reflecting it’s genuinely huge potential and business momentum.

I have a position here and looking to increase further - but one thing holding me back is their cash position.

In the interims they show £1,030,000 cash but this is gross. They also have 594k current debt and £4,174,000 non-current loans, so in effect net £3.7m debt. Somewhat material given market cap £4.9m market cap.

I’ve written to the company asking for more details on the debt maturity and creditors, let’s see what they reply

My take: reading the entire RNS, it says that Foreign Dimension already owned over 50% of GSCU’s capital from the moment the company went public in 2021. FD’s ownership went below 50% in 2023 because more shares were issued. FD currently holds 25M warrants, which if excercised would provide funding for GSCU Viuda and Mostaza Phase 3+ drilling (current Phase 3 is already funded) BUT would take FD ownership stake back above 50%. The listings rules make this warrant excercise impossible without FD launching an offer to the entire company.

My thoughts: FD clearly do not want to takeover GSCU (they likely want other investors on board) and do want to provide more funding to GSCU for 2026 drilling - but can’t actually do it under current listing rules, hence the AGM & rule waiver resolution.

What i’m doing: I’m sure voting for the resolution and topping up my position on any further weakness. GSCU look to have two meaningful discoveries underway and as the drilling results start coming in Q4 and then 2026, the value of the company will inevitably skyrocket on good grades (and company know much better where the resource sweet spots might be, with current resource models informed by all the 2025 drilling).

What annoys me (to be transparent): 1. Delay to Mostaza phase 3 start - first it was end August, then end this week, now still nothing. Just don’s set expectations if you’re not 100% sure you can deliver.

2. I suspect FD is actually selling to reduce their position, as they know will be excercising warrants anyway, hence the higher volumes recently and share price drop. Counterproductive in my view & short-term frustrating, but long term allows me to build bigger position than I otherwise could. So short term pain long term gain mode for now.

Thoughts?