Conversion to Operating Company, Cap Reorg & GM

Gunsynd PLC

12 October 2026

 

Gunsynd Plc

("Gunsynd" or the "Company")

Proposed Conversion to Operating Company, Capital Reorganisation, Directorate Change and Notice of General Meeting

Gunsynd (AIM: GUN) announces that it has today published a circular to shareholders (the "Circular") setting out proposals for, inter alia:

·    the cessation of the Company's existing investing policy and its transition from an AIM investing company to an operating company;

·    a proposed capital reorganisation;

·    the adoption of new articles of association;

·    the proposed appointment of Sheldon Modeland as an independent non-executive director; and

·    the convening of a General Meeting to seek shareholder approval for the relevant proposals.

The General Meeting will be held at 11.00 a.m. on 28 October 2026 at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW.

Proposed transition to an operating company

Historically, the Company has focused on making investments and acquisitions, principally in the natural resources sector. Following the disposal of substantially all of its other investments, the Company's business now primarily comprises its wholly owned Barb Gold Project in Manitoba, Canada (the "Barb Project"), together with a 10 per cent. interest in the Eagle Lake Gold Project in Ontario and a small remaining interest in Aberdeen Nickel, which the Company intends to dispose of as soon as reasonably practicable.

The Board intends that the Company's future activities will be focused on the exploration and development of natural resources assets, principally gold assets in North America, with the Barb Project as its flagship project.

Accordingly, the Directors consider that it is no longer appropriate for the Company to continue as an AIM Rule 8 investing company and are seeking shareholder approval to revoke the Company's existing investing policy and transition the Company to an operating company for the purposes of the AIM Rules.

The Board strongly believes that the valuation accorded to the Barb Project in particular is significantly and negatively affected by the Company's status as an Investing Company, and that this largely explains the poor performance of the Company's share price despite its recent announcement of rock chip sample assays of up to 489 g/t gold from the project. It is not uncommon for an Investing Company on AIM to see their shares traded at a significant discount to net asset value and the Board believes that transitioning to an operating exploration company, with a wholly-owned flagship project, has the potential to materially reduce that discount.

As part of the proposed transition, the Company intends to change its name to Bisgood PLC. Once the change of the Company's name to Bisgood PLC takes effect, the Company's ticker for AIM will be BSG (formerly GUN). The Company's new website address, containing the information required to be published pursuant to Rule 26 of the AIM Rules, will be announced in due course.

Competent Person's Report

In connection with the proposed transition to an operating company, the Company engaged Axiom Resources Group Ltd to prepare a Competent Person's Report in respect of the Barb Project.

The Competent Person's Report provides an independent technical assessment of the Barb Project and is available on the Company's website at www.gunsynd.com.

Directorate change

Conditional upon shareholder approval of the cessation of the Company's investing policy, Peter Ruse will step down from the Board with effect from the conclusion of the General Meeting.

At the same time, Sheldon Modeland will be appointed to the Board as an independent non-executive director.

A further announcement containing the disclosures required pursuant to Schedule Two, paragraph (g) of the AIM Rules for Companies in respect of Sheldon Modeland will be made in due course.

In addition, Don Strang, currently an Executive Director of the Company, will transition to a Non-Executive Director role with effect from the conclusion of the General Meeting.

Capital Reorganisation

The Company is also proposing a capital reorganisation comprising a 12 for 1 consolidation of its existing ordinary shares, followed immediately by a sub-division.

As at 9 October 2026, the Company had 1,615,598,332 ordinary shares of 0.085 pence each in issue.

Under the proposed consolidation, every 12 existing ordinary shares of 0.085 pence each will be consolidated into one ordinary share of 1.02 pence.

Immediately following the consolidation, each consolidated share of 1.02 pence will be sub-divided into:

·    one new ordinary share of 0.03 pence; and

·    one deferred A share of 0.99 pence.

The Directors estimate that, subject to shareholder approval and completion of the Capital Reorganisation, approximately 134,633,195 new ordinary shares and an aggregate of 309,309,023 deferred A shares will be in issue immediately following completion of the Capital Reorganisation, subject to any adjustments arising from fractional entitlements.

The rights attaching to the new ordinary shares, including voting rights, dividend entitlements and rights on a return of capital, will be identical in all respects to those attaching to the Company's existing ordinary shares.

Fractional entitlements arising from the consolidation will be aggregated and sold in the market. Proceeds attributable to an individual shareholder of less than £5 will be retained by the Company.

Application will be made for the New Ordinary Shares arising from the Capital Reorganisation to be admitted to trading on AIM at 8:00 a.m. on or around 29 October 2026.

As a result of the Capital Reorganisation, the New Ordinary Shares will have a new ISIN. The new ISIN will be confirmed by the Company in due course, and a further announcement will be made.

New Articles

In connection with the proposed change of name to Bisgood PLC and the Capital Reorganisation, the Company is proposing to adopt new articles of association.

The new articles will be substantially the same as the Company's existing articles, save for amendments required to reflect the Company's proposed new name and the changes to the nominal value of its ordinary shares arising from the Capital Reorganisation, together with certain other minor and non-substantive amendments.

General Meeting

The proposals are subject to shareholder approval at the General Meeting to be held at 11.00 a.m. on 28 October 2026 at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW.

The Directors unanimously recommend that shareholders vote in favour of the resolutions to be proposed at the General Meeting.

A copy of the Circular will shortly be available on the Company's website at www.gunsynd.com.

Unless otherwise defined, capitalised terms used in this announcement have the meanings given to them in the Circular.

The Chairman's letter is set out in full below.

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.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

For further information, please contact:

Gunsynd plc Hamish Harris	[phone]
Cairn Financial Advisers LLP  Liam Murray / James Western	[phone]
AlbR Capital Limited Lucy Williams	[phone]

 Extracts from the Circular

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Expected time / date
Publication of this document	12 October 2026
Latest time and date for receipt of the Form of Proxy	11 a.m. on 26 October 2026
General Meeting	11 a.m. on 28 October 2026
Announcement of results of General Meeting	28 October 2026
Capital Reorganisation Record Date	6.00 p.m. on 28 October 2026
Capital Reorganisation Effective Date	28 October 2026
Expected date for New Ordinary Shares to be credited to CREST accounts	29 October 2026
Despatch of definitive share certificates in respect of the New Ordinary Shares	Within 10 Business Days of the Capital Reorganisation Effective Date

NOTES:

(1)        All times shown in this document are London times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of London Stock Exchange PLC.

(2)        If the General Meeting is adjourned, the latest time and date for receipt of forms of proxy for the adjourned meeting will be notified to Shareholders by announcement through the Regulatory News Service of London Stock Exchange PLC.

STATISTICS

Number of Ordinary Shares in issue at the Latest Practicable Date	1,615,598,332
Number of Deferred A Shares in issue at the Latest Practicable Date	174,675,828
Expected maximum number of Ordinary Shares in issue as at the Capital Reorganisation Record Date	1,615,598,340
Number of New Ordinary Shares following the Capital Reorganisation	134,633,195
Aggregate number of Deferred A Shares following the Capital Reorganisation	309,309,023

LETTER FROM THE CHAIRMAN

GUNSYND PLC

(to be renamed "Bisgood PLC")

(Incorporated and registered in England and Wales with registered number 05656604)

Directors:		Registered Office:
Hamish Harris	(Executive Chairman)	25 Christopher Street London England EC2A 2BS
Donald Strang	(Executive Director)
Peter Ruse	(Non-Executive Director)

To Shareholders and, for information only, to the holders of options

12 October 2026

Dear Shareholder,

 Proposed Conversion of the Company to an Operating Company and Cessation of the Company's Investing Policy

Proposed Capital Reorganisation

New Articles of Association

and

Notice of General Meeting

Introduction

I am writing to you, on behalf of the Board, to explain the background to and reasons for the calling of a General Meeting of the Company to consider and, if thought fit, approve, amongst other things, the proposed cessation of the Company's Investing Policy, the Capital Reorganisation and the adoption of the New Articles.

Subject to Shareholder approval, the Company intends to transition to an operating company in order to reflect the realignment of its strategic focus on the exploration and development of the Company's wholly-owned flagship Barb Project and other gold assets in North America.

The Company also intends to consolidate its Existing Ordinary Shares in order to reduce the total number of Ordinary Shares in issue and adjust the corresponding nominal value of each Ordinary Share pursuant to the Sub-Division to create a more appropriate share capital structure for the Company. In connection with the proposed Consolidation and subsequent Sub-Division of the Existing Ordinary Shares (together, the "Capital Reorganisation", as further detailed below), the Company also proposes to adopt new articles of association (the "New Articles"). The New Articles will be substantially the same as the existing Articles, save for certain amendments necessary to reflect (i) the Capital Reorganisation; and (ii) the Company's change of name to "Bisgood PLC".

The proposed cessation of the Investing Policy, the Capital Reorganisation and the adoption of the New Articles are conditional upon the approval of Shareholders to be sought at the General Meeting.

REASONS FOR THE change in STATUS TO OPERATING COMPANY

Historically, the Company has focused on making investments and acquisitions, principally in the natural resources sector. The Company is admitted to trading on AIM and currently holds a portfolio comprising both direct interests in mineral exploration projects and minority equity investments in a number of resource and other businesses. The Company's principal assets include its wholly owned Canadian exploration projects and certain strategic investment holdings.

The Company intends to concentrate on Canadian gold assets. To that end it has divested almost all of its other investments, and its business now primarily consists of the Barb Gold Project in Manitoba (the "Barb Project"), which is wholly owned by the Company, and a 10% interest in the Eagle Lake Gold Project in Ontario. The Company retains a small stake in Aberdeen Nickel, which it intends to dispose of as soon as reasonably practicable.

The Board strongly believes that the valuation accorded to the Barb Project is significantly and negatively affected by the Company's status as an Investing Company, and that this largely explains the poor performance of the Company's share price despite its recent announcement of rock chip sample assays of up to 489 g/t gold from the project. It is not uncommon for an Investing Company on AIM to see their shares traded at a significant discount to net asset value and the Board believes that transitioning to an operating exploration company, with a wholly-owned flagship project, has the potential to materially reduce that discount.

Becoming an operating company aligns the Company's status with what it intends to do in the future: explore and develop natural resources, primarily gold, in North America. As part of the Company's transition, it intends to change its name to "Bisgood PLC". Once the change of the Company's name to Bisgood PLC takes effect, the Company's ticker for AIM will be BSG (formerly GUN). The Company's new website address, containing the information required to be published pursuant to Rule 26 of the AIM Rules, will be announced in due course. As such, the Company intends to make changes to its Board to reflect its new status as a focused operating gold explorer.

Accordingly, the Directors consider that it is no longer appropriate for the Company to continue as an AIM Rule 8 Investing Company and therefore propose that the Investing Policy be revoked. As a result, the Company would be classified as an AIM operating company in accordance with the AIM Rules in order to focus principally on the exploration and development of its natural resources assets.

CESSATION OF THE INVESTING POLICY

Following the passing of Resolution 1 and the consequent revocation of the Company's Investing Policy, the Company will cease to be treated as an investing company for the purposes of the AIM Rules and will instead be regarded as an operating company. The Board intends that, following the revocation of the Investing Policy, the Company's activities will be focused on the ownership, development and operation of its businesses and assets, rather than the making of investments in accordance with an investing policy.

Publication of a CPR

As part of the Company's proposed transition from an Investing Company to an operating company, the Company engaged Axiom Resources Group Ltd. to prepare a Competent Person's Report (the "CPR") in respect of the Barb Project. The CPR provides an independent technical assessment of the Barb Project and has been prepared in connection with the Company's proposed change in status. A copy of the CPR is available on the Company's website at https://www.gunsynd.com/.

Directorate change

Conditional upon the passing of Resolution 1 at the General Meeting, Peter Ruse will step down from the Board with effect from the conclusion of the General Meeting. At the same time, Sheldon Modeland will be appointed to the Board as an independent non-executive director of the Company.

Share Consolidation

The Company intends to undertake a Consolidation of its Existing Ordinary Shares in order to reduce the total number of Ordinary Shares in issue and create a more appropriate share capital structure for the Company.

Details of the proposed Consolidation

As at the Latest Practicable Date, the Company has 1,615,598,332 Ordinary Shares of 0.085 pence each in issue.

Following the Consolidation, each Shareholder will hold fewer Ordinary Shares by number. Each Shareholder will still hold approximately the same proportion of the Company's share capital after the Consolidation as they held immediately before it (subject to the issue of the Registrar Shares and the treatment of Fractional Entitlements described below). Although Consolidated Shares will have a different nominal value, they will have the same rights and be subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares prior to the Consolidation.

If the Board determines at any time that the Consolidation no longer continues to be in the best interests of the Company and/or Shareholders, the Directors are entitled, in their sole discretion, not to proceed with the Consolidation.

Ratio for the proposed Consolidation

To ensure the maximum number of Ordinary Shares in issue as at the Capital Reorganisation Record Date is divisible into an integer by the Consolidation ratio, up to 8 Ordinary Shares ("Registrar Shares") may be issued to the Registrar at nominal value. As the Registrar Shares comprise fewer than 12 Ordinary Shares at the Capital Reorganisation Record Date, the shareholding will be consolidated as part of the Consolidation and will result in the Registrar no longer being a member of the Company in relation to that holding.

Under the proposed Consolidation, every 12 Existing Ordinary Shares of 0.085 pence each held by a Shareholder will be consolidated into 1 Consolidated Share of 1.02 pence each.

It is proposed that the Company's entire issued ordinary share capital will be consolidated as part of the Consolidation, meaning that while the number of Ordinary Shares in issue will change, the proportion of the Company's issued ordinary share capital held by each Shareholder immediately before and after the Consolidation will remain unchanged (subject to the treatment of Fractional Entitlements, which is described below).

As a result of the Consolidation:

·      the nominal value of Ordinary Shares will change;

·      the number of Ordinary Shares held by each Shareholder will reduce by a factor of 12:1; and

·      the overall value of each Shareholder's existing holding of Ordinary Shares should remain approximately the same (although the value of an investment in Ordinary Shares will continue to fluctuate).

Assuming that (i) the Consolidation is approved by Shareholders at the General Meeting; (ii) the Consolidation occurs; (iii) the Registrar Shares are issued; and (iv) no further Ordinary Shares are issued between the Latest Practicable Date and the Consolidation becoming effective, the Company will have a maximum of 134,633,195 Ordinary Shares in issue immediately following the Consolidation.

Fractional Entitlements to Consolidated Shares

Any shareholding of Ordinary Shares prior to the Consolidation that is not exactly divisible by 12 will be rounded down to the nearest whole number of Consolidated Shares, and the Shareholder in question will be left with an entitlement to a fraction of a Consolidated Share (a "Fractional Entitlement"). If a Shareholder's holding comprises fewer than 12 Ordinary Shares at the Capital Reorganisation Record Date, the shareholding will still be consolidated and will result in the Shareholder no longer being a member of the Company in relation to that holding.

Arrangements will be put in place for Fractional Entitlements arising from the Consolidation to be aggregated and sold in the market on behalf of Shareholders. The value of any one Shareholder's Fractional Entitlement will not exceed the value of one Consolidated Share. Based on the market price of each Ordinary Share of 0.085 pence on the Latest Practicable Date, the proceeds from the sale of a Fractional Entitlement should be less than £5.

Proceeds of the aggregation and sale of Fractional Entitlements of less than £5 will be retained by the Company. Proceeds of Fractional Entitlements in excess of £5 (if any, noting that the proceeds from the sale of a Fractional Entitlement should be less than £5) will be paid to relevant Shareholders promptly following the completion of the Consolidation.

If you hold your Ordinary Shares within a nominee account, then those organisations are responsible for crediting your account with a cash equivalent to the Fractional Entitlement (to the extent the aggregation and sale of Fractional Entitlements exceeds £5). The Company does not accept responsibility and will not be held liable for any act or omission by any broker, including, without any limitation, any failure on the part of the broker or any registered Shareholder to notify the holder of any beneficial interest in respect of the distribution or any other matter set out in this document.

Notwithstanding the foregoing, the Company does not expect that any Fractional Entitlements will exceed a value of £5 and, accordingly, the Company does not expect that any Fractional Entitlements will be paid.

Shareholders are advised that the Consolidation contemplated in this document may have different consequences for each Shareholder depending on the jurisdiction in which they reside and their other unique circumstances. Shareholders are accordingly advised to seek their own professional advice (including tax advice) in relation to matters contained in this document.

Sub-Division

Immediately following the Consolidation, each Consolidated Share will have a nominal value of 1.02 pence.

The Directors believe it is desirable for the nominal value of the Ordinary Shares to be materially below the anticipated market price of Ordinary Shares following the Consolidation and to provide the Company with greater flexibility in respect of its future capital structure.

Accordingly, subject to completion of the Consolidation, it is proposed that each Consolidated Share of 1.02 pence will be sub-divided into 1 New Ordinary Share of 0.03 pence each and 1 Deferred A Share of 0.99 pence each (together the "Sub-Division").

The Directors estimate that, subject to Shareholder approval of the Capital Reorganisation, 134,633,195 New Ordinary Shares and an aggregate of 309,309,023 Deferred A Shares will be in issue immediately following completion of the Capital Reorganisation (excluding any adjustments resulting from fractional entitlements).

The Directors consider that the Sub-Division is in the best interests of the Company and its Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolution to approve the Sub-Division.

New Articles

In connection with the Company's proposed change of name to "Bisgood PLC" and the Capital Reorganisation, the Company proposes to adopt the New Articles. The New Articles will be substantially the same as the Company's existing Articles, save for such amendments as are necessary to reflect (i) the adoption of the name "Bisgood PLC"; and (ii) the change to the nominal value of the Ordinary Shares resulting from the Capital Reorganisation.

Under the Company's existing Articles, the Company's name may be changed by resolution of the Board and, accordingly, the proposed adoption of the name "Bisgood PLC" is not being submitted to Shareholders for approval.

Certain other minor and non-substantive changes will be made in the New Articles, including changes to improve formatting.

Copies of the Company's existing Articles and proposed New Articles marked to show all the proposed changes will be available for inspection during normal business hours (excluding Saturdays, Sundays and bank holidays) at Hill Dickinson LLP, 8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW from the date of this document until the close of the General Meeting and will be available to download from the following website, https://Gunsynd.com/. The New Articles will also be available for inspection at the General Meeting at least 15 minutes prior to the start of the General Meeting and up until the close of the General Meeting.

ADMISSION OF THE NEW ORDINARY SHARES

Dealings and Settlement

Application will be made for the New Ordinary Shares arising from the Capital Reorganisation to be admitted to trading on AIM at 8:00 a.m. on or around 29 October 2026.

As a result of the Capital Reorganisation, the New Ordinary Shares will have a new ISIN. The new ISIN will be confirmed by the Company in due course, and a further announcement will be made.

Following the Consolidation, new share certificates in respect of the New Ordinary Shares will be despatched, at the risk of Shareholders, to those Shareholders who, immediately prior to the implementation of the Consolidation, hold their Ordinary Shares in certificated form. Such certificates will replace existing share certificates, which should then be destroyed. Pending the receipt of new share certificates, transfers of New Ordinary Shares held in certificated form will be certified against the relevant register. The new share certificates in respect of the New Ordinary Shares are despatched to Shareholders at their own risk. Please note, if you are a "gone away" Shareholder on the Company's register of members, your share certificate in respect of the New Ordinary Shares will not be issued until you contact the Registrar.

Shareholders who, immediately prior to the implementation of the Consolidation, hold their Ordinary Shares in uncertificated form through CREST will have their CREST accounts credited to reflect their new holdings of Ordinary Shares.

Rights attaching to the New Ordinary Shares

The rights attaching to each New Ordinary Share (including the rights in respect of voting, the entitlement to receive dividends and rights on a return of capital) will be identical in all respects to those of the Existing Ordinary Shares.

Explanatory notes to the Notice of General Meeting

The following notes give an explanation of the proposed Resolutions.

Resolutions 1 to 3 (inclusive) are proposed as ordinary resolutions. This means for each of those Resolutions to be passed, more than half of the votes cast must be in favour of the Resolution. Resolution 4 is proposed as a special resolution. This means that for Resolution 4 to be passed, at least three quarters of the votes cast must be in favour of the Resolution.

Resolution 1 - Cessation of the Investing Policy

This is an ordinary resolution to approve the revocation of the Company's Investing Policy and change of the status of the Company from an investing company to an operating company for the purposes of the AIM Rules, and that the Directors of the Company be authorised to take such steps as they may consider necessary or desirable to implement such transition.

Resolution 2 - Consolidation of the Company's Ordinary Shares

This is an ordinary resolution to grant the Directors the authority to consolidate the Company's Existing Ordinary Shares on a 12 for 1 basis pursuant to article 21 of the Articles. The authority under this Resolution will expire on the date falling six months from the date of the General Meeting.

Resolution 3 - Sub-Division of Consolidated Shares

This is an ordinary resolution to approve the proposed Sub-Division of each Consolidated Share into 1 New Ordinary Share of 0.03 pence each and 1 Deferred A Share of 0.99 pence each pursuant to article 21 of the Company's Articles and thereby completing the Capital Reorganisation.

Resolution 4 - Adoption of New Articles

This is a special resolution to approve the adoption of the New Articles.

Voting and action to be taken by Shareholders

Shareholders are strongly encouraged to submit a proxy vote in advance of the General Meeting.

Shareholders will find enclosed with this letter a Form of Proxy for use at the General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions printed on it so as to arrive with at the Company's registered office address at 25 Christopher Street, London, England, EC2A 2BS as soon as possible and in any event not later than 11 a.m. on 26 October 2026.

Recommendation

The Directors unanimously believe that the Resolutions are in the best interests of the Company and its Shareholders and unanimously recommend that you vote in favour of the Resolutions as they intend to do in respect of their own holdings of Ordinary Shares which amount, in aggregate, to approximately 107,656,515 Ordinary Shares, representing approximately 6.66 per cent. of the Existing Ordinary Shares.

Yours faithfully,

Hamish Harris

Executive Chairman

 

END