Minto Completes Reverse Take-Over Transaction
24 November 2021
Minto Completes Reverse Take-Over Transaction
London, United Kingdom - Pembridge Resources plc (LSE: PERE) ("Pembridge" or the "Company") is pleased to announce that the previously announced "reverse take-over" (the "RTO") of 1246778 B.C Ltd. ("778") by Minto Explorations Ltd. to form Minto Metals Corp. ("Minto Metals" or the " Resulting Issuer") has now completed.
It is anticipated that the Minto Metals shares will commence trading on TSXV under the symbol "MNTO" on 29 November 2021 or earlier, subject to the Exchange providing final approval of the listing of the Resulting Issuer Shares.
As a result of the RTO, Minto Metals is now the 100% owner of the Minto mine and the recipient of C$31 million of new equity from the recent capital raise. A listing statement in respect of Minto Metals has been prepared in accordance with the requirements of the TSX Venture Exchange ("TSXV") and has been filed under the Resulting Issuer's issuer profile on SEDAR at www.sedar.com.
As a result of Pembridge's participation in the capital raise, Pembridge holds 11.2% of Minto Metals. The valuation of Minto Metals based on the subscription price of C$2.60 per share is C$187.1 million. Therefore, Pembridge's holding of 11.2% will equate to C$20.1 million (£12.3m at an exchange rate of £1:C$1.70) , which is equal to £0.138 per undiluted Pembridge share based on the Company's issued share capital of 88,965,516 shares. If all existing options and the conversion rights of the recently issued convertible loan notes were exercised, the Company would have 122,220,856 issued shares.
Pembridge will continue to retain an active management role in Minto Metals and Chairman and CEO, Gati Al-Jebouri, is now a director of Minto Metals and chairman of its Audit Committee.
The full text of Minto Metals Corp 's own announcement follows.
Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board of Pembridge said:
"This process has been complex, comprising several steps, and we are very pleased that we now have the RTO that formed Minto Metals Corp complete and its listing on TSXV imminent. We are proud to have been part of re-starting the Minto mine and this new structure is what the mine needs to continue its development. When the Minto Metals shares are traded on TSXV, we hope that the market will recognise the value of Pembridge's holding."
Cautionary Statement
This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company, or management, expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the Company's intentions regarding its objectives, goals or future plans and statements. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the Company's ability to predict or counteract the potential impact of COVID-19 coronavirus on factors relevant to the Company's business, failure to identify additional mineral resources, failure to convert estimated mineral resources to reserves with more advanced studies, the inability to eventually complete a feasibility study which could support a production decision, the preliminary nature of metallurgical test results may not be representative of the deposit as a whole, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
ENDS
NOTES TO EDITORS
About Pembridge Resources plc
Pembridge is a mining company that is listed on the standard segment of the Official List of the FCA and trading on the main market for listed securities of London Stock Exchange plc. Pembridge has an investment in Minto Explorations Ltd, a British Columbia incorporated business operating the Minto mine in Yukon, Canada.
About Minto Explorations Limited
Minto operates the underground copper-gold-silver mine located in central Yukon, approximately 240 kilometres north of the capital Whitehorse along the Klondike Highway. In excess of US$350 million of capital expenditure has been invested into Minto operations since site construction began in 2006. The Minto mine was in continuous production between 2007 and 2018, when the mine was placed onto temporary care and maintenance. Pembridge acquired Minto from Capstone Mining Corporation in June 2019 and restarted operations in October 2019.
Enquiries:
Pembridge Resources plc: +44 (0) 20 7917 2968
Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board
David James, Chief Financial Officer
Brandon Hill Capital - United Kingdom: +44 (0)20 3463 5016
Jonathan Evans
MINTO METALS CORP. ANNOUNCES COMPLETION OF REVERSE TAKE-OVER AND RTO FINANCING
Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
Toronto, Ontario - November 19, 2021 - Minto Metals Corp. ("Minto" or the "Resulting Issuer") is pleased to announce the completion of the previously announced "reverse take-over" (the "RTO") of 1246778 B.C. Ltd ("778") by Minto Explorations Ltd. ("Minto Explorations"), whereby Minto Explorations and 778 amalgamated pursuant to an amended and restated amalgamation agreement dated November 5, 2021 between Minto Explorations and 778 (the "Amalgamation Agreement").
A listing statement in respect of the Resulting Issuer has been prepared in accordance with the requirements of the Exchange and has been filed under the Resulting Issuer's issuer profile on SEDAR at www.sedar.com. It is anticipated that the Resulting Issuer Shares will commence trading on the Exchange under the symbol "MNTO" on or about November 25, 2021, subject to the Exchange providing final approval of the listing of the Resulting Issuer Shares.
Consolidations
Prior to the completion of the RTO: (i) 778 completed a consolidation of the common shares of 778 at a ratio of one post-consolidation share of 778 ("Consolidated 778 Share") for every 9.4 pre-consolidation shares of 778 (the "778 Consolidation"); and (ii) Minto Explorations completed a consolidation on the ratio of one post-consolidation share ("Consolidated Minto Share") for every 12 pre-consolidation shares (the "Minto Consolidation").
RTO Financing
As previously announced, on September 21, 2021 and October 22, 2021, 778 completed the closing of the first and second tranche, respectively, of the private placement of subscription receipts of 778 (the "Subscription Receipts") at a price of $2.60 per Subscription Receipt, for aggregate gross proceeds of $16,387,477.60 (the "Subscription Receipt Offering). Immediately prior to the completion of the RTO, the net proceeds from the sale of the Subscription Receipt Offering were released from escrow to 778 and each Subscription Receipt was converted into one Consolidated 778 Share, resulting in the issuance of 6,302,876 778 Consolidated 778 Shares.
In addition, immediately prior to the closing of the RTO: (i) 778 issued Consolidated 778 Shares to certain subscribers at a price of $2.60 per share for total gross proceeds of $8,249,997.60 (the "778 Non-Brokered Common Share Offering"); and (ii) Minto Explorations issued Consolidated Minto Shares, issued as "flow-through shares" as defined in subsection 66(15) of the Canada Income Tax Act, at a price of $2.60 per Minto Flow-Through Share for total gross proceeds of $6,395,755.60, subject to the terms and conditions of the Agency Agreement (the "Flow-Through Offering", and together with the Subscription Receipt Offering and the 778 Non-Brokered Common Share Offering, the "RTO Financing"). In total, 778 and Minto raised aggregate gross proceeds of $31,033,230.80 under the RTO Financing.
The brokered portion of the RTO Offering was conducted in accordance with an agency agreement dated September 21, 2021, as amended from time to time (the "Agency Agreement"), which has been entered into between 778, Minto, Stifel GMP, Raymond James Ltd. (together with Stifel GMP, the "Co-Lead Agents"), Haywood Securities Inc. and Echelon Wealth Partners Inc. (collectively with the Co-Lead Agents, the "Agents"). A copy of the Agency Agreement has been filed on 778's issuer profile on SEDAR at www.sedar.com.
It is anticipated that the net proceeds of the RTO Financing will be used by the Resulting Issuer to fund operational improvements at the Minto mine property, near-mine exploration activities and for general corporate purposes including working capital following completion of the RTO. Although the Resulting Issuer intends to use the proceeds of the RTO Financing as described above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary for the Resulting Issuer to achieve its objectives or to pursue other opportunities that management believes are in the interests of the Resulting Issuer.
Summary of the RTO
Pursuant to the Amalgamation Agreement, 778 and Minto Explorations amalgamated resulting in: (a) each shareholder of Minto receiving one Resulting Issuer Share in exchange for each Consolidated Minto Share held by such holder and the Consolidated Minto Shares being cancelled; (b) each shareholder of 778 receiving one Resulting Issuer Share in exchange for each Consolidated 778 Share held by such holder and the Consolidated 778 Shares being cancelled; (c) the resulting amalgamated entity was named "Minto Metals Corp."; (d) new corporate governance policies were adopted by the Resulting Issuer; and (f) the current directors and officers of 778 resigned and the Resulting Issuer reconstituted the board of directors and management, as set out below.
Following the RTO, the prior shareholders of Minto Explorations now collectively exercise control over the Resulting Issuer. The former shareholders of Minto Explorations (not including the shareholders who acquired Consolidated Minto Shares pursuant to the Flow-Through Offering) received an aggregate of 60,228,863 Resulting Issuer Shares, representing 83% of the issued and outstanding Resulting Issuer Shares.
Minto has 72,491,851 Resulting Issuer Shares outstanding following the completion of the RTO, the 778 Consolidation, the Minto Consolidation and the conversion of the Subscription Receipts issued pursuant to the Offering.
Certain Resulting Issuer Shares issued pursuant to the RTO are subject to restrictions on resale or escrow under the policies of the Exchange and contractual lock-up agreements with the agents involved in the RTO Financing. including the securities to be issued to "Principals" (as defined under Exchange policies), which will be subject to the escrow requirements of the Exchange
New Management and Board of Directors
Pursuant to the Amalgamation Agreement, the Resulting Issuer's board of directors has been reconstituted to include Mr. Greg McKnight, Mr. Gati Al-Jebouri, Mr. Irshad Karim, Mrs. Edie Hofmeister, Mr. Joe Phillips, Mr. Lazaros Nikeas and Mr. Derek White. Management of the Resulting Issuer is led by Mr. Chris Stewart (President & Chief Executive Officer) and Mr. David Birch (Chief Financial Officer and Corporate Secretary).
Please see below for a brief biography of each new director and officer:
R. Greg McKnight, Chairman
Greg McKnight has over 30 years of mining focused investment banking and corporate experience. He is currently the Co-Chairman of Northstar Gold Corp., a junior exploration company focused in north eastern Ontario. For 15 years ending December 2018, he was the Executive Vice President, Business Development at Yamana Gold Inc. ("Yamana") where he helped grow the business from a junior gold producer to a senior gold and copper mining company with operations spanning multiple jurisdictions. During the year prior to joining Yamana, Mr. McKnight was instrumental in his capacity as an investment banker in structuring the reverse takeover transaction and raising the equity for Yamana that enabled the Company to recapitalize and re-position itself as a gold production company. Mr. McKnight holds a Bachelor of Commerce degree from the University of Toronto and a Masters of Business Administration from the Ivey School of Business at the University of Western Ontario. He also earned his ICD.D designation from the Canadian Institute of Corporate Directors in early 2021.
Gati Al-Jebouri, Director
Gati Al-Jebouri has 30 years of international operations and trading experience in the natural resources sector. He has been a non-executive director of Pembridge since September 2017. Prior to that Mr. Al-Jebouri worked at LUKOIL where he was Managing Director of their 400,000 barrel per day Middle East Upstream operations. Before LUKOIL, Mr. Al-Jebouri was CFO and latterly CEO of LITASCO (LUKOIL International Trading and Supply Company). Prior to LUKOIL, Mr. Al-Jebouri was Deputy Minister of Energy for Bulgaria and Bulgaria's First Deputy Minister of Finance. He has a Civil Engineering degree from the University of Bristol and is a Chartered Accountant.
Irshad Karim, Director
Irshad Karim has over 35 years of experience as a corporate lawyer. He has served as the General Counsel and Chief Compliance Officer at Lion Point Capital, an SEC-registered investment adviser in New York, since 2015. Before joining Lion Point Capital, Irshad was General Counsel and Chief Compliance Officer for several hedge funds over the prior decade. He previously spent 10 years at JPMorgan and over 4 years at Credit Suisse where he had legal and compliance responsibilities for a variety of businesses, including debt and equity capital markets, sales and trading, investment banking, and alternative assets. Irshad started his career in private practice at Cravath, Swaine & Moore and Sullivan & Cromwell. Irshad graduated summa cum laude with a BA from New York University, and cum laude with a JD from Harvard Law School. Irshad is licensed to practice law in New York.
Edie Hofmeister, Director
Edie Hofmeister has worked as an advocate for extractive companies for seventeen years. She holds advanced degrees in law and international relations. Most recently she served as EVP Corporate Affairs and General Counsel of Tahoe Resources where she headed the Legal, Sustainability and Government Affairs Departments. Since 2006 Edie has worked alongside rural and indigenous communities in India, Peru, Guatemala and Canada to enhance food, work and water security. She serves as the Vice Chair of the International Bar Association's Business and Human Rights Committee, an advocacy group that seeks to promote high ESG standards in business.
Joe Phillips, Director
Joe Phillips is a senior mining executive with 48 years of experience in the construction, commissioning and operation of mining projects in 13 countries (7 in Latin America) in 5 continents. Over his career he has directed the construction, commissioning and operation of 11 plants and mining operations, all of which met or exceeded their designed capacities. Mr. Phillips has held senior positions in US and Canadian mining companies including COO and Chairman of the Board of Lydian Resources, Armenia, Chief Development Officer of Coeur Mining, COO of Silver Standard Resources, and Senior VP Development for Pan American Silver Corp. Mr. Phillips is a non-practicing Registered Professional Mining Engineer, graduating from the Colorado School of Mines ("CSM"), and with graduate studies in Engineering Management at the University of South Florida. Mr. Phillips' experience includes the mining of several different minerals including coal, phosphate rock, gold, silver, zinc, copper, limestone, clay and aggregates. He has held Directorships in the Chambers of Mines in three countries including Chile, Mexico and Ghana, Africa
Lazaros Nikeas, Director
Lazaros Nikeas has more than 20 years of strategy and capital markets advisory for resource, chemicals and industrial companies, with over US$25B of M&A transactions completed. He is currently a Principal Investment Manager of Weston Energy LLC, a Yorktown Partners LLC portfolio company with investments in energy minerals assets. Prior to that, he was a partner of Traxys Capital Partners, a private equity firm backed by The Carlyle Group. Previously he was the Head of North American Advisory for materials and mining for BNP Paribas, Partner with Hill Street Capital and M&A analyst for Morgan Stanley.
Derek White, Director
Derek White has over 33 years of experience in the mining and metals industry. He holds an undergraduate degree in Geological Engineering from the University of British Columbia and is a Chartered Accountant. He is currently President & CEO of Ascot Resources Ltd. ("Ascot"). Prior to joining Ascot Mr. White, was the Principal of Traxys Capital Partners LLP, a private equity firm specializing in the mining and minerals sectors. Mr. White was President and CEO of KGHM International Ltd. from 2012 to 2015, and held the positions of Executive Vice President, Business Development and Chief Financial Officer of Quadra FNX Mining Ltd. from 2004 to 2012. Mr. White has held executive positions with International Vision Direct Ltd., BHP-Billiton Plc, Billiton International Metals BV and Impala Platinum Ltd., in Vancouver, Toronto, London, The Hague, and Johannesburg. Mr. White is also an ICSA Accredited Director.
Chris Stewart, President & Chief Executive Officer
Chris Stewart is a Professional Engineer with over 27 years of management, operational and technical experience in the mining industry. Chris has worked for the first 14 years of his career with DMC Mining building, expanding and operating various mine operations across Canada and the USA and for the past 13 years, he has worked for several mining companies. Chris holds a Bachelor of Science in Mining Engineering from Queen's University. Prior to joining Minto Exploration, Chris was President & COO for McEwen Mining, a precious metals producer with operations in Canada, USA, Mexico and Argentina. Prior to that, he held various senior roles including President & CEO for Treasury Metals, Vice President of Operations for Kirkland Lake Gold, President & CEO of Liberty Mines, BHP Billiton, Lake Shore Gold Corporation and DMC Mining Services.
David Birch, Chief Financial Officer & Corporate Secretary
David Birch has over 20 years of senior financial management experience at publicly traded, enterprise-level companies. Prior to joining Minto, David worked at Waterloo Brewing Ltd. as Chief Financial Officer & Secretary from January 2018 to July 2021. Prior thereto, David served as CFO for Liberty Mines along with serving at Anheuser Busch InBev in senior financial roles including Vice President, Commercial Finance, and Director of Finance. David is a Chartered Professional Accountant (CPA-CMA) and has earned a Bachelor's Degree in Economics from York University.
About Minto Metals Corp.
Minto operates the producing Minto mine located in the Minto Copper Belt, Yukon. The Minto mine has been in operation since 2007 with underground mining commencing in 2014. Since 2007, approximately 475Mlbs of copper have been produced from the Minto mine. The current mine operations are based on underground mining, a process plant to produce high-grade copper, gold and silver concentrate and all supporting infrastructure associated with a remote location in Yukon. The Minto property is located west of the Yukon River, about 20 km WNW of Minto Landing, the latter on the east side of the river, and approximately 250 road-km north of the City of Whitehorse, the capital city of Yukon.
For further information, please contact Minto Metals Corp.
Chris Stewart, P.Eng.
President & CEO
cstewart@mintomine.com
tel: 647-523-6618
Cautionary Statements
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Investors are cautioned that, except as disclosed in the listing application to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon.
The Exchange has in no way passed upon the merits of the RTO and has neither approved nor disapproved the contents of this news release.
Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "anticipated" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would" , "might " or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: (a) timing and listing of the Resulting Issuer Shares on the Exchange, (b) the use of proceeds from the RTO Financing, and (c) details with respect to the business of the Resulting Issuer. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors, which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the delay or failure to receive board, shareholder, court or regulatory approvals; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; changes in laws; risks related to the direct and indirect impact of COVID-19 including, but not limited to, its impact on general economic conditions, and the ability to obtain financing as required; and other risk factors as detailed from time to time. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, the Resulting Issuer assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. The statements in this news release are made as of the date of this release.
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