Gunsynd Regulatory News (GUN)

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.

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