Gunsynd Plc (AIM: GUN, NEX: GUN) announces it has today entered into a binding term sheet (“Term Sheet”) with Sajawin Pty Limited (“Sajawin”) to conditionally sell all of the 333 shares Gunsynd holds in Oyster Oil and Gas Limited (“Oyster BVI”) as set out below (the “Transaction”):
a) Sajawin shall pay to Gunsynd the sum of A$39,151 (approximately £20,000) in clear funds within 5 working days of the signing of the Term Sheet.
b) In consideration of the sale of the shares in Oyster BVI to Sajawin, it will undertake to pay Gunsynd the sum of A$457,647 (approximately £240,000) of which 80% is to be paid within 5 working days of completion of the Transaction (“Completion”) and 20% is to be paid within 60 days of Completion.
The Transaction is conditional, inter alia, on a number of significant conditions precedent (“Conditions Precedent”), which include:
i. completion of due diligence on Oyster to the satisfaction of Sajawin;
ii. the completion by Sajawin of a reverse takeover of an ASX company;
iii. completion of an equity capital raising generating at least A$1.5 million of free cash by Sajawin; and
iv. receipt of various waivers and regulatory approvals, including the extension of its 100% participating interest in the Block 1101 Production Sharing Contract held by Oyster Madagascar Limited, the 100% owned subsidiary of Oyster BVI.
Under the Term Sheet, another shareholder in Oyster BVI is also selling shares in BVI. Should the Transaction complete, Sajawin will hold approximately 55% of Oyster BVI.
If the Conditions Precedent are not met by 30 April 2020, any party may terminate the Term Sheet. There can be no certainty that the Transaction will proceed.
Sajawin is proposing to raise funds in conjunction with the Transaction in the ASX reverse takeover mentioned in ii. above and Gunsynd has agreed to subscribe for A$200,000 of shares to be paid for from the consideration set out in b) above. Gunsynd has agreed not to sell these shares for a period of one year following the subscription.
The Production Sharing Contract for Blocks 1, 2, 3 & 4 in the Republic of Djibouti are not included in the Transaction and will be transferred to a party of Northbay and Gunsynd’s choosing on or before Completion.
The information contained within this announcement is deemed by the Company to constitute Inside Information under the Market Abuse Regulation (EU) No. 596/2014.
The Directors of Gunsynd accept responsibility for this announcement.
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