Condensed Interim financial statements
PEMBRIDGE RESOURCES PLC
Condensed Interim financial statements
for the period from 1 January 2018 to 30 June 2018
Registered number: 07352056 (England and Wales)
Pembridge Resources plc
("Pembridge Resources", "Pembridge" or the "Company")
Interim Results
Pembridge Resources plc (LON: PERE), the mining focused company listed on the Official List of the Financial Conduct Authority and the main market for listed securities of London Stock Exchange plc, is pleased to announce its interim results for the six months ended 30 June 2018.
Highlights:
· Signed a Sales and Purchase Agreement (the "SPA") on 14 February 2018 to acquire Minto Explorations Ltd ("Minto") from Capstone Mining Corporation ("Capstone") (the "Minto Acqusition"). Minto is a producing copper-gold-silver mine located in Yukon, Northern Canada. Since signing the SPA work has been ongoing to finalise the transaction, including completion of the legal process.
· Upon successful closure of the Minto Acquisition, the Company's strategy will be to seek other opportunities in copper and base metals mining. Focus regions will be the Americas, Australia, Europe and sub-Saharan Africa.
David Linsley, CEO said:
"Minto is located in the mining friendly Yukon territory in Canada and has a 10-year production history with all key infrastructure, facilities and operating teams in place. Minto fits perfectly with our stated goal to acquire a producing and profitable mining operation to which our team can add further value. This acquisition will represent a core asset to Pembridge and will be used as a platform for future growth."
For further information contact:
|
Pembridge Resources plc David Linsley, Chief Executive Officer Paul Fenby, Chief Financial Officer
|
T: +44 (0) 207 917 2968 |
|
SI Capital Limited -Broker Nick Emerson
|
T: +44 (0) 1483 413 500 |
|
Tavistock Public Relations Charles Vivian Gareth Tredway
|
T: +44 (0) 207 920 3150 |
Chairman's statement
I am pleased to present the condensed interim financial statements for Pembridge Resources plc's results for the half year ended 30 June 2018. On 14 February 2018 the Company signed the SPA to acquire Minto from Capstone. Minto is a producing copper-gold-silver mine located in Yukon, Northern Canada. Since signing the SPA, work has been ongoing to finalise the transaction, including completion of the legal process.
During the period, the Company made a loss of US$2.20 million. The losses during the period are costs associated with the Minto Acquisition (including legal and professional fees, travel, and consultancy), together with costs incurred in managing the head office in the United Kingdom.
As at 30 June 2018, the Company had US$0.12 million in cash reserves.
Francis McAllister
Chairman
21 September 2018
Statement of comprehensive income
for the period 1 January to 30 June 2018
|
|
|
|
6 months |
|
6 months |
|
Year |
|
|
|
|
ended |
|
ended |
|
ended |
|
|
|
|
30 June 2018 |
|
30 June 2017 |
|
31 December 2017 |
|
|
Note |
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
|
|
|
(unaudited) |
|
(unaudited) |
|
(audited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative, legal and professional expenses |
|
|
(2,231) |
|
(619) |
|
(1,768) |
|
Other income |
|
|
31 |
|
31 |
|
- |
|
Loss on disposal of financial assets |
|
|
- |
|
(158) |
|
(157) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(2,200) |
|
(746) |
|
(1,925) |
|
|
|
|
|
|
|
|
|
|
Finance cost |
|
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before taxation |
|
|
(2,200) |
|
(746) |
|
(1,925) |
|
|
|
|
|
|
|
|
|
|
Income tax |
|
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period attributable to the equity holders of the parent |
|
|
(2,200) |
|
(746) |
|
(1,925) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
- |
|
- |
|
- |
|
|
|
|
___________ |
|
__________ |
|
_______________ |
|
Total comprehensive income for the period |
|
|
(2,200) |
|
(746) |
|
(1,925) |
|
|
|
|
|
|
|
|
|
|
Earnings per share expressed in cents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share attributable to the equity holders of the company |
3 |
|
(0.98c) |
|
(0.92c) |
|
(1.4c) |
Statement of financial position
as at 30 June 2018
|
|
At |
|
At |
|
At |
|
|
30 June 2018 |
|
30 June 2017 |
|
31 December 2017 |
|
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
|
(unaudited) |
|
(unaudited) |
|
(audited) |
|
Assets |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Property, plant and equipment |
16 |
|
2 |
|
2 |
|
|
|
|
|
|
|
|
Total non-current assets |
16 |
|
2 |
|
2 |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Trade and other receivables |
737 |
|
207 |
|
354 |
|
Cash and cash equivalents |
119 |
|
366 |
|
2,027 |
|
|
|
|
|
|
|
|
|
856 |
|
573 |
|
2,381 |
|
|
|
|
|
|
|
|
Total assets |
872 |
|
575 |
|
2,383 |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
(902) |
|
(66) |
|
(213) |
|
|
|
|
|
|
|
|
Total liabilities |
(902) |
|
(66) |
|
(213) |
|
|
|
|
|
|
|
|
Net assets |
30 |
|
509 |
|
2,170 |
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Share capital |
1,306 |
|
1,123 |
|
1,306 |
|
Share premium |
2,902 |
|
287 |
|
2,902 |
|
Other reserve |
165 |
|
121 |
|
165 |
|
Retained deficit |
(4,403) |
|
(1,022) |
|
(2,203) |
|
|
|
|
|
|
|
|
Equity attributable to shareholders of the parent company |
30 |
|
509 |
|
2,170 |
|
|
|
|
|
|
|
Statement of changes in equity
for the period 1 January to 30 June 2018
|
|
Share capital |
Share premium |
Other reserve |
Retained deficit |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
Balance at 1 January 2018 |
1,306 |
2,902 |
165 |
(2,203) |
2,170 |
|
Loss for the period |
- |
- |
- |
(2,200) |
(2,200) |
|
Total comprehensive income for the period |
- |
- |
- |
(2,200) |
(2,200) |
|
|
|
|
|
|
|
|
Balance at 30 June 2018 |
1,306 |
2,902 |
165 |
(4,403) |
(30) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2017 |
1,048 |
138 |
112 |
(278) |
1,020 |
|
Loss for the period |
- |
- |
- |
(1,925) |
(1,925) |
|
Total comprehensive income for the period |
- |
- |
- |
(1,925) |
(1,925) |
|
|
|
|
|
|
|
|
Proceeds from shares issued |
182 |
2,772 |
- |
- |
2,954 |
|
Direct cost of shares issued |
- |
(153) |
- |
- |
(153) |
|
Share based payments |
76 |
151 |
- |
- |
227 |
|
Value of placing warrants |
- |
(6) |
6 |
- |
- |
|
Value of share options |
- |
- |
47 |
- |
47 |
|
Total transactions with owners recognised directly in equity |
258 |
2,764 |
53 |
- |
3075 |
|
|
|
|
|
|
|
|
Balance at 31 December 2017 |
1,306 |
2,902 |
165 |
(2,203) |
2,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2017 |
1,048 |
138 |
112 |
(278) |
1,020 |
|
Loss for the period |
- |
- |
- |
(746) |
(746) |
|
Total comprehensive income for the period |
- |
- |
- |
(746) |
(746) |
|
|
|
|
|
|
|
|
Value of share option |
- |
- |
9 |
- |
9 |
|
Issue of shares |
75 |
149 |
- |
- |
224 |
|
Total transactions with owners recognised directly in equity |
75 |
149 |
9 |
- |
233 |
|
|
|
|
|
|
|
|
Balance at 30 June 2017 |
1,123 |
287 |
121 |
(1,024) |
507 |
|
|
|
|
|
|
|
Statement of cash flows
for the period 1 January to 30 June 2018
|
|
|
6 months |
|
6 months |
|
Year |
|
|
|
ended |
|
ended |
|
ended |
|
|
|
30 June 2018 |
|
30 June 2017 |
|
31 December 2017 |
|
|
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
|
|
(unaudited) |
|
(unaudited) |
|
(audited) |
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
Loss for the year |
|
(2,200) |
|
(746) |
|
(1,925) |
|
Adjusted by: |
|
|
|
|
|
|
|
Share option charge |
|
- |
|
9 |
|
47 |
|
Loss on disposal of financial assets |
|
- |
|
158 |
|
157 |
|
Depreciation |
|
2 |
|
1 |
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,198) |
|
(578) |
|
(1,720) |
|
Movements in working capital |
|
|
|
|
|
|
|
(Increase)/ decrease in trade and other receivables |
|
(384) |
|
(94) |
|
(316) |
|
Increase/ (decrease) in trade and other payables |
|
690 |
|
(118) |
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
(1,892) |
|
(790) |
|
(2,007) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in investing activities |
|
|
|
|
|
|
|
Purchase of property, plant and equipment |
|
(16) |
|
- |
|
- |
|
Purchase of available for sale financial assets |
|
- |
|
(200) |
|
(199) |
|
Proceeds from sale of available for sale financial assets |
|
- |
|
193 |
|
269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in)/generated from investment activities |
|
(16) |
|
(7) |
|
70 |
|
|
|
|
|
|
|
|
|
Cash flows used in financing activities |
|
|
|
|
|
|
|
Proceeds from issuance of shares |
|
- |
|
- |
|
2,954 |
|
Direct cost of share issue |
|
- |
|
- |
|
(153) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated from financing activities |
|
- |
|
- |
|
2,801 |
|
|
|
|
|
|
|
|
|
Increase/(Decrease) in cash and cash equivalents in the period |
|
(1,908) |
|
(797) |
|
864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation to net cash |
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
2,027 |
|
1163 |
|
1,163 |
|
Increase/(Decrease) in cash |
|
(1,908) |
|
(797) |
|
864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
|
119 |
|
366 |
|
2,027 |
|
|
|
|
|
|
|
|
Notes to the condensed consolidated financial statements
for the period 1 January to 30 June 2018
1. NATURE OF OPERATIONS AND GENERAL INFORMATION
The principal activity of Pembridge Resources is that of a holding company. The Company anticipates investing in businesses or projects in the natural resource sector with a particular interest in base and precious metals.
Pembridge Resources is incorporated and domiciled in England. The address of Pembridge Resources's registered office is Suite A, 6 Honduras Street, London EC1Y 0TH. Pembridge Resources's ordinary shares are admitted to listing on the standard segment on the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc.
Pembridge Resources's financial statements are presented in United States dollars (US$), which is also the functional currency of the Company.
These condensed interim financial statements were approved for issue by the Board of Directors on 21 September 2018.
These condensed interim financial statements for the six months ended 30 June 2018 do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.
2. Basis of preparation
The unaudited condensed consolidated interim financial statements have been prepared In accordance with Disclosure Guidance and Transparency Rules of the FCA, using the recognition and measurement principles of International Accounting Standards, International Reporting Standards and Interpretations adopted for use in the European Union (collectively EU IFRSs). The Company has not complied with IAS 34 "Interim Financial Reporting". The principal accounting policies used in preparing the condensed interim financial statements are unchanged from those disclosed in the Company's Annual Report for the year ended 31 December 2017 and are expected to be consistent with those policies that will be in effect at the year end.
The condensed interim financial statements for the six months ended 30 June 2018 and 30 June 2017 are un-reviewed a nd unaudited. The comparative financial information does not constitute statutory financial statements within the meaning of the Companies Act 2006. Statutory financial statements for the year ended 31 December 2017 were approved by the Board of Directors on 27 April 2018 and delivered to the Registrar of Companies. The auditors' report on those accounts was unmodified, but did include an emphasis of matter relating to going concern. The audit report did not contain a statement under section 498(2)--(3) of the Companies Act 2006.
Going concern
The Company raises finance for its activities in discrete tranches. The Company has not generated revenues from operations. As such, the Company's ability to continue to adopt the going concern assumption will depend upon a number of matters including future successful capital raisings for necessary funding or loans from third parties.
The Directors consider that adequate resources exist for the Company to continue in operational existence for the foreseeable future and that, therefore, it is appropriate to adopt the going concern basis in preparing the condensed interim financial statements for the period ended 30 June 2018.
Risks and uncertainties
The key risks that could affect the Company in the medium term and the factors that mitigate those risks have not substantially changed from those set out in the Annual Report and Financial Statements for the year ended 31 December 2017.
Segment reporting
In the opinion of the Directors that the operations of the Company currently represent one segment, and are treated as such, when evaluating its performance. The chief operating decision maker is the Board of Directors. The Board of Directors reviews management accounts prepared for the Company when assessing performance.
3. EARNINGS per share
The calculation of the earning per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period. The basic and diluted loss per share are the same as the effect of the exercise of share warrants and options would be anti--dilutive.
|
|
6 months |
|
6 months |
|
Year |
|
|
ended |
|
ended |
|
ended |
|
|
30 June 2018 |
|
30 June 2017 |
|
31 December 2017 |
|
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
|
(unaudited) |
|
(unaudited) |
|
(audited) |
|
|
|
|
|
|
|
|
Basic and diluted loss per share (US cents) |
(0.98c) |
|
(0.92c) |
|
(1.4c) |
|
|
|
|
|
|
|
|
Loss before tax |
(2,200) |
|
(746) |
|
(1,925) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares for basic and diluted loss per share |
223,849,257 |
|
80,665,480 |
|
133,409,358 |
4. SHARE CAPITAL AND PREMIUM
|
|
Number of ordinary Shares |
|
Number of deferred shares |
Share Capital- Ordinary |
Share capital - Deferred |
Share Premium |
Total |
|
|
|
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
|
At 1 January 2017 |
75,839,596 |
|
- |
1048 |
- |
138 |
1,186 |
|
Shares issued as consideration for acquisition of investment |
6,003,599 |
|
- |
76 |
- |
151 |
227 |
|
Proceed from share issue at 1.6p per share |
142,006,062 |
|
- |
182 |
- |
2,772 |
2,954 |
|
Cost of share issue |
- |
|
- |
- |
- |
(153) |
(153) |
|
Value of placing warrants |
- |
|
- |
- |
- |
(6) |
(6) |
|
Share split |
- |
|
81,843,195 |
(1,011) |
1,011 |
- |
- |
|
At 31 December 2017 and 30 June 2018 |
223,849,257 |
|
81,843,195 |
295 |
1,011 |
2,902 |
4,208 |
On 18 August 2017, the Company passed a special resolution to sub-divide 81,843,195 ordinary shares of £0.01 each into one new ordinary share of 0.1p each and one deferred share of 0.9p each.
Ordinary shares have attached to them full voting, dividend and capital distribution rights (including on a winding up). Deferred shares are not entitled to vote and do not confer a right to receive a dividend. The deferred shares are entitled to participate on a winding up once the ordinary shares have received £1,000,000 per ordinary share.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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