Subscription and Variation to Loan
20 April 2020
Subscription to raise £633,000 and Variation to the Convertible Loan Agreement
London, United Kingdom - Pembridge Resources plc (LSE: PERE) ("Pembridge" or the "Company") is pleased to announce a subscription and variation to a convertible loan.
Subscription to raise £633,000 at 3.3p per share
As a consequence of the COVID-19 pandemic and its subsequent, impact on the global economy, the management of the Company has been working during this difficult time to ensure it is in a stable and healthy financial position. To that end, on 16 April 2020 the Board of Directors approved the issuance and allotment of 19,183,179 new ordinary shares ("Subscription Shares") at price of 3.3p each ("Subscription Price"), raising gross proceeds of £633,000 ("Subscription"). The Subscription Price is 20% above the closing mid-market price as at 17 April 2020 and reflects the confidence of the subscribers to continue supporting the Company at this time.
Director Subscriptions
|
Director |
Current Holding |
Subscription Shares |
% Holding following Subscription and Admission |
|
Gati Al-Jebouri |
11,667,496 |
11,758,938 |
28.4% |
|
Frank McAllister |
3,451,419 |
1,212,121 |
5.7% |
Application to LSE
The Company intends to issue the Subscription Shares under its existing authorities and an application has been made to the London Stock Exchange for Subscription Shares, which rank pari passu with the Company's existing issued ordinary shares, to be admitted to trading on the LSE. Dealings are expected to commence from 8.00 a.m. on 23 April 2020 ("Admission").
The Company's issued ordinary share capital following Admission will be 82,414,493 ordinary shares.
The above figure of 82,414,493 ordinary shares 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 to their interest in, the share capital of the Company and the FCA's Disclosure and Transparency Rules.
Variation of the Convertible Loan Agreement
As announced on 30 October 2019 and 14 February 2020, the Company entered into a Convertible Loan Agreement (the "Convertible Loan Agreement") with it's Chairman and Chief Executive Officer, Gati Al-Jebouri, to borrow up to £3,700,000 in three tranches . As of today's date, the Company has borrowed £2,950,000 under this Convertible Loan Agreement. The Company has agreed changes to the terms of the Convertible Loan Agreement as follows:
· removing the right of Mr. Al-Jebouri to convert any of the loans to shares in the Company;
· the maturity date of the loans has been extended from 25 October 2021 to 31 December 2022. The extension in maturity corresponds with the Company's expectations with regard to inflow of funds from Minto Explorations Ltd to the Company; and
· In consideration for these changes, the Company has agreed to increase the interest rate on the loan from 8% to 10% with effect from 1st May 2020, with the accumulated interest to be paid only at the maturity date of the loan with no interim payments.
Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board of Pembridge said:
"This additional equity capital will strengthen the Company and reduce the requirement to draw down further on the convertible loan. Moreover, the Subscription at a premium to the market price highlights the continued confidence of the Board and some of its largest shareholders in the Company. We believe that we can rebuild shareholder value from these depressed levels, especially given we have now strengthened the financial condition of the Company.
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 Exploration Ltd, a British Columbia incorporated business operating the Minto mine in Yukon, Canada.
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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