Publication of Prospectus and Results of Placing
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribed for or purchase any ordinary shares of nominal value 1 pence each in the capital of by Pembridge Resources plc ("Pembridge" or the "Company") (subject to a share consolidation on a 10:1 basis coming into effect immediately prior to Re-Admission (as defined below)) ("Ordinary Shares") referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") in its final form that is published the Company in connection with the re-admission of the Company's entire issued share capital to listing on the standard segment of the Official List of the FCA and to trading on the main market for listed securities (the "Main Market") of London Stock Exchange plc (the "London Stock Exchange") ("Re-admission"). Defined terms used but not defined in this announcement shall have the meanings given to them in the Prospectus.
11 December 2019
Pembridge Resources plc
Publication of Prospectus and Results of Placing
The Company is pleased to announce today the publication of its Prospectus relating to the placing to certain institutional investors (the "Placing") and Re-admission, and that it has raised a total £2,500,000 (net of expenses) (the "Net Placing Proceeds") pursuant to the Placing of 20,800,000 Ordinary Shares (the "Placing Shares") at a price of 12.5 pence per Placing Share. Brandon Hill Capital Limited acted as sole bookrunner in connection with the Placing. The expenses of the Placing will be borne by the Company in full.
Pembridge will use the Net Placing Proceeds (£2.5 million) and the proceeds of Facility A of the Convertible Loan Agreement, as announced on 30 October 2019, (£1.0 million) to loan Minto Explorations Limited ("Minto"), £2.3 million, to be held in restricted cash for collateral towards a surety bond, and the remainder will be allocated towards general and administrative functions at its office in London and to cover the costs of Re-admission.
In accordance with the FCA's Disclosure Guidance and Transparency Rules (the "DTRs"), the Company hereby confirms that at the time of Re-admission, the Enlarged Issued Share Capital will comprise in aggregate 68,720,947 Ordinary Shares in issue, which includes 22,384,925 existing Ordinary Shares in issue as at the date of this announcement, 25,536,021 Other Subscription Shares and 20,800,000 Placing Shares, none of which are held in treasury. Therefore, following Re-admission the total number of voting rights in the Company will be 68,720,947.
The above figure of 68,720,947 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the DTRs.
Applications will be made for the Enlarged Issued Share Capital to be admitted to the Official List of the FCA by way of a Standard Listing and to trading on the Main Market of the London Stock Exchange. It is expected that Re-admission will become effective, and that unconditional dealings in the Ordinary Shares will commence, at 8:00 a.m. on 16 December 2019.
Hard copies of the Prospectus will be available during normal business hours from the Company's registered office at Suite A, 6 Honduras Street, London EC1Y 0TH, and will be made available online at www.pembridgeresources.com (subject to applicable securities laws).
An electronic copy of the Prospectus will also be submitted to the National Storage Mechanism and should be available shortly for inspection at http://www.morningstar.co.uk/uk/NSM.
Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board of Pembridge stated:
"The Placing enables the Company, together with its partners, to move forward and develop the Minto mine, which has been back in production for over two months and is receiving cash payments for the concentrate it has produced. I wish to thank our Shareholders for their patience, who have endured a long period of suspension from trading and uncertainty. We now look forward to building value through delivering on our business plan and we will keep the market updated as we progress."
ENDS
The person who arranged for the release of this announcement on behalf of the Company was Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board.
NOTES TO EDITORS
About Pembridge Resources plc
Pembridge is a mining company that is currently seeking re-admission to listing on the standard segment of the Official List of the FCA and trading on the main market for listed securities of the London Stock Exchange. Minto, a subsidiary of Pembridge, is 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 20 7917 2968
Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board
Paul Fenby, Chief Financial Officer
Thomas Horton, Vice President Corporate Development
Brandon Hill Capital Limited - UK: +44 20 3463 5016
Jonathan Evans
SI Capital Limited - United Kingdom: +44 14 8341 3500
Nick Emerson
Tavistock Communications - United Kingdom: +44 20 7920 3150
Charles Vivian
Gareth Tredway
Important legal information:
Any securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United States. Any securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, South Africa or Japan or to any national, resident or citizen of Australia, Canada, South Africa or Japan. Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States (including its territories and possessions), Australia, Canada, South Africa or Japan or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant securities laws of such jurisdiction.
Any failure to comply with the foregoing restrictions may constitute a violation of United States, Australian, Canadian, South African or Japanese securities laws. The publication or distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
This announcement does not constitute an offer or invitation for the sale, issuance or subscription for any securities in any jurisdiction, nor does it purport to give legal, tax or financial advice. Nothing contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. The information, statements and opinions contained in this announcement do not constitute a public offer under any applicable legislation or an offer to sell, or a solicitation of an offer to purchase, any securities in and are not for release, publication or distribution (directly or indirectly) in or into the United States, Canada, Japan, Australia, South Africa or any other jurisdiction where such distribution or offer is unlawful.
Neither the Company, the Group nor any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such persons' respective partners, directors, officers, employees, agents, affiliates, advisers or agents accepts any responsibility, obligation or liability whatsoever for, or makes any representation or warranty, express or implied, as to, and no reliance should be placed on, the fairness, truth, fullness, accuracy, completeness or correctness of, the information in this announcement or whether any information has been omitted from the announcement or as to any other information relating to the Company or the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement, its contents or otherwise arising in connection therewith.
Any subscription or purchase of Placing Shares in the Placing should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the Placing. The information in this announcement is subject to change. Before subscribing for or purchasing any Placing Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the investor presentation referred to herein, shall form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
This announcement does not constitute a recommendation concerning any offer. Potential investors should consult a professional advisor as to the suitability of any offer for the person concerned. You should not base your financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.
Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the investor presentation referred to herein, constitutes a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.
For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.
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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