TIDMPERE
RNS Number : 5455W
Pembridge Resources plc
11 December 2019
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 GBP2,500,000 (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 (GBP2.5 million) and
the proceeds of Facility A of the Convertible Loan Agreement, as
announced on 30 October 2019, (GBP1.0 million) to loan Minto
Explorations Limited ("Minto"), GBP2.3 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."
S
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.
END
MSCGGGMUPUPBGPG
(END) Dow Jones Newswires
December 11, 2019 07:09 ET (12:09 GMT)
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