Gunsynd PLC - Human Brands Update
RNS Number : 0491B
Gunsynd PLC
27 January 2020

Gunsynd plc

 ("Gunsynd" or the "Company")

Human Brands Update

Gunsynd Plc (AIM: GUN, NEX: GUN) is pleased to announce that following the expiry of the loan note announced by the Company on 18 December 2017 detailing a loan from Gunsynd to Human Brands Intl Inc ("Human Brands"), the parties have agreed to roll that loan note, along with other outstanding loan notes, into one new loan note (the "Loan Note") with a principal value of £378,575 (which includes principal and rolled up interest on the existing loan notes which will be cancelled) as follows: 

·    The Loan Note will accrue interest at 12% per annum;

·    the repayment of the Loan Note is due on 20 January 2021 ("Repayment Date"). The payment at maturity will include the principal amount of the Loan Note plus all accrued interest;

·    Gunsynd shall be entitled at any stage on or prior to the Repayment Date to convert all or any part of the Loan (and any outstanding interest thereon) into ordinary shares in the capital of Human Brands by serving a conversion notice on Human Brands. The conversion price will be determined by dividing £3,500,000 (representing the agreed pre-money valuation of the ordinary share capital of Human Brands) by the total number of ordinary shares in issue immediately prior to conversion.

In recognition of the efforts of Gunsynd to assist with its proposed listing, Human Brands will, within 5 Business Days of each Fundraising Event (as defined below) which occurs in 2020, Human Brands shall issue ordinary shares to Gunsynd in order to ensure that:

i.    where the total amounts raised pursuant to Fundraising Events occurring in 2020 (Raised Funds) are equal to or less than US$350,000, Human Brands shall issue an aggregate number of Fee Shares equal to 1% of the entire issued share capital of Human Brands to Gunsynd as enlarged by the applicable Fundraising Event;

ii.   where the Raised Funds are greater than US$350,000 but equal to or less than US$500,000, Human Brands shall issue an aggregate number of Fee Shares equal to 2% of the entire issued share capital of Human Brands to Gunsynd as enlarged by the applicable Fundraising Event; and

iii.  where the Raised Funds are more than US$500,000, Human Brands shall issue an aggregate number of Fee Shares equal to 3% of the entire issued share capital of Human Brands to Gunsynd as enlarged by the applicable Fundraising Event.

A Fundraising Event means either (i) a placing of Ordinary Shares carried out pursuant to an IPO of Human Brands on any recognised investment exchange or (ii) the raising of funds on a crowdfunding platform in the UK by Human Brands.


Business Update

Human Brands has received confirmation from a major US liquor retailer, that its submission for its Japanese Whisky, Shinju, has been approved. Total Wine & More ("Total") informed Human Brands that its corporate office has approved Shinju to start selling in selected stores immediately.


This is a major step for Shinju as it will now be available to the public in one of the largest independent alcohol retailers in the United States. Total has over 200 stores across the country and achieves over $2B in sales nationwide.


This will provide significant exposure for Shinju. The brand will start selling in Total's Florida, Massachusetts, Maryland and New York locations. These are the states where Human Brands currently has distribution for Shinju (in addition to Washington DC). As distribution expands into new states, Shinju will be added to Total's locations in those areas.


Human Brands is in discussions with a number of parties with respect to raising funds, in particular to increase its marketing and distribution of Shinju both domestically and internationally, and to launch its Copa Imperial tequila brand.


The audited accounts of Human Brands to December 31, 2018 show an increase in revenue of 41% in the year ended 31 December 2018 to $1.036m.  Gross profit increased by 34% to the year to $0.648m.  Net loss before non-cash items increased from ($231k) to ($418k).   The accounts of Human Brands have now also been audited up to 30 June 2019.  The results compared to the 6 months ended 30 June 2018 show an increase in revenue of 14% and an increase in gross profit of 29%.


The redomiciling of Human Brands to the UK and renaming as Rogue Baron Limited is anticipated to take place within the next 2-4 weeks.  A further announcement will be made when this is concluded.


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

+44 20 7440 0640 



Cairn Financial Advisers LLP

James Caithie / Liam Murray


+44 20 7213 0880


Peterhouse Corporate Finance

Lucy Williams



+44 20 7469 0930








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 or any third party'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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