Gunsynd PLC - Update re: Sunshine Minerals
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.


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