Minto Goes Public
16 June 2021
Minto Goes Public
London, United Kingdom - Pembridge Resources plc (LSE: PERE) ("Pembridge" or the "Company") is pleased to announce that the Board of Directors of Minto Explorations Limited ("Minto") have entered into a series of agreements that will see Minto go public by way of a "reverse take-over" of 778 (the "RTO") under the policies of the TSX Venture Exchange (the "Exchange" or the "TSXV"), as more particularly described in this news release , and concurrently therewith, to raise up to CAD$45 million from a private placement of subscription receipts (the "Private Placement").
Highlights
· Minto has appointed Stifel GMP and Raymond James Ltd. (together with Stifel GMP, the "Co-Lead Agents") to advise on the listing and capital raise
· Minto has appointed Borden Ladner Gervais LLP to act as legal advisors on the listing and capital raise
· Minto has entered into an agreement to complete a Reverse Take Over ("RTO") to form the listed issuer ("PublicCo"), which will be renamed Minto Metals Corp. ("Minto Metals"), and will file an application to the TSXV to list the shares of PublicCo on the TSXV
· Minto will seek to raise new capital in the amount of up to CAD$45 million.
· In addition to the CAD$45 million, Minto has granted to the Agents an option to increase the size of the Offering by up to CAD$6.75 million
· Capital raised will fund operational improvements, exploration and working capital
· Offering is expected to close in July 2021
· Pembridge's Chairman and CEO is a proposed director of the PublicCo following completion of the RTO
Further details of the listing are provided in Minto's own announcement, which is linked below.
http://www.rns-pdf.londonstockexchange.com/rns/1291C_1-2021-6-16.pdf
Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board of Pembridge said:
"This go-public RTO represents the next chapter in the Minto story and an opportunity for new investors to get involved in a growing business. Minto's value has been shown by the recently published NI 43-101 Preliminary Economic Assessment Technical Report, which confirms an 8 year life of mine with potential for further extension. At current copper prices the economic model prepared as part of the NI 43-101 PEA, supports the expected market capitalization of Minto Metals of more than CAD$200 million after the capital raise. Good progress has already been made at Minto and the RTO and associated Minto capital raise will help achieve the further expansion of the mine life, thus revealing the full value of the mine. I strongly believe having 100% of the Minto mine listed on a public exchange should help remove the current disconnect between the Pembridge share price and the materially higher underlying value of Minto."
Listing on TSXV
Minto restarted operations at the Minto mine in October 2019 and has now demonstrated, through the production of copper, gold and silver and exploration on the Minto site, that the mine is commercially viable. To help fund its continuing development, Minto has decided to proceed with the Private Placement, and to complete the RTO and apply to list the shares of the Resulting Issuer on the TSXV.
The listing on the TSXV is to be achieved via an RTO with a publicly listed corporation 1246778 B.C. Ltd, which is a reporting issuer in Canada ("Shellco"), pursuant to which each shareholder of Minto will receive shares of the entity resulting therefrom (the "Resulting Issuer"), which Minto and Shellco will apply to have listed on the TSXV. Following completion of the RTO, the Resulting Issuer will own 100% of the copper producing Minto mine.
The completion of the RTO is subject to, among other things, completion of the Private Placement for aggregate gross proceeds of not less than CAD$40 million, Minto owning all of the rights and interests in and to the Minto mine, Minto having entered into an agreement with Pembridge to provide for the continuation of all of Minto's existing payment, assumption and indemnity obligations in favour of Pembridge, the Resulting Issuer meeting the requirements of the TSXV for a Tier 1 mining issuer and the TSXV issuing conditional acceptance, subject to customary conditions of closing, for the listing of the shares of the Resulting Issuer Shares, and each of the parties obtaining all necessary board, shareholder and regulatory approvals, including the conditional approval of the TSXV, and other standard closing conditions.
When the RTO is complete, the existing structure whereby Pembridge holds all of the voting shares in Minto will be replaced in a share-for-share exchange whereby all existing Minto shareholders will receive voting shares in PublicCo. This will not affect Pembridge's economic interest in Minto prior to the new capital raise but does mean that Pembridge will no longer treat Minto as a subsidiary in its consolidated financial statements.
The Private Placement is expected to close in July 2021 and the RTO is expected to be completed in the third quarter of 2021 and final application for the listing of the Resulting Issuer shares on the TSXV will be submitted immediately thereafter. The common shares of the Resulting Issuer will commence trading shortly after the application has been approved.
Capital Raise
The Resulting Issuer will raise capital via a "best-efforts" Private Placement of Subscription Receipts for up to CAD$45 million at an indicative pricing range of CAD$2.60 to CAD$2.80 per Subscription Receipts, implying a pre-money market capitalization for Minto Metals of approximately CAD$157 million to CAD$170 million. Each Subscription Receipt will entitle the holder thereof to receive upon the completion of the RTO, without any further action and without payment of additional consideration, and subject to adjustments in certain circumstances, one common share of the Resulting Issuer (or such other combination of securities of the Company as the parties shall agree).
Pembridge intends to participate in the Private Placement with the aim of attaining an equity ownership in PublicCo of approximately 11%, in-line with its current economic interest in Minto.
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
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