TIDMPERE
RNS Number : 9794C
Pembridge Resources plc
14 February 2020
14 February 2020
Pembridge Resources plc
Pembridge Loan to Minto Update
and
Execution of new Facility C to Convertible Loan Agreement with
Gati Al-Jebouri
London, United Kingdom - Pembridge Resources plc (LSE: PERE)
("Pembridge" or the "Company"), and together with its subsidiaries,
the "Group"), is pleased to provide the following update with
respect to its funding obligations to Minto Explorations Ltd
("Minto") and working capital requirements:
Pembridge Loan to Minto Update
As announced on 11 December 2019, Pembridge will loan Minto
GBP2.3 million (US$3.0 million) for the purpose of funding Minto's
surety bond collateral commitments. Pembridge confirms that, to
date, the Company has loaned GBP1.73 million (US$2.25 million) to
Minto, with the remaining fully funded balance of GBP0.57 million
(US$0.75 million) expected to be made within the next 60 days.
The GBP2.3 million (US$3.0 million) loan to Minto fulfils the
Company's obligation under the Shareholders' Agreement dated 3 June
2019 between Pembridge, Minto, Copper Holdings, LLC ("Copper") and
Cedro Holdings I, LLC ("Cedro") (collectively the "Shareholders'
Agreement"), and prevents the potential pro-rata dilution of the
Company's economic interest in Minto down to 11%, thereby
maintaining Pembridge's current economic interest at 33%.
The remaining GBP0.57 million (US$0.75 million) loan to Minto
will be made from existing Pembridge cash reserves, having
successfully raised net proceeds of GBP3.5 million in Q4 2019
through both a GBP2.5 million equity placing and GBP1.0 million
convertible loan Facility A (as announced on 11 December 2019).
Additionally, as announced on 30 October 2019, Pembridge has a
further GBP700,000 available under Facility B of the Convertible
Loan Agreement, which has now been fully drawn down to fund ongoing
working capital.
The loan made by Pembridge to Minto will be repaid once Minto
has repaid the existing US$10 million loans provided to Minto by
Copper and Cedro, as per the Shareholders Agreement announced on 3
June 2019, such repayment expected to start in 2021. In the event
that Minto may require further short-term working capital finance
beyond the US$3.0 million, under the Shareholders' Agreement
Pembridge, Copper and Cedro each will be required to provide such
funding as interest-free loans in the proportions of their
respective economic interests in Minto, being 33% each.
Execution of new Facility C to Convertible Loan Agreement with
Gati Al-Jebouri
A new Facility C of the Convertible Loan Agreement in the amount
up to GBP2.0 million has been approved by the Pembridge Board of
Directors and entered into on 13 February 2020. The purpose of the
new Facility C is to fund reviews of new investment opportunities
as well as ongoing working capital needs. The Facility C is
substantially on the same terms as Facility A and B (as announced
on 30 October 2019) and carries interest at an annual rate of 8% to
be paid in arrears on the last day of each month. The Company shall
pay to the Lender an arrangement fee in the amount of 6% of the
amounts drawn down under the Facility C of the Convertible
Loan.
In addition, the Company has agreed to use its best endeavours
to obtain a waiver from the Takeover Panel under Rule 9 of the
Takeover Code, subject to receiving requisite approval of the
Company's shareholders, in order for the Company to issue shares
upon conversion that would result in the lender owning more than
29.9% of the Company's shares, and the lender has agreed that the
loan would not be convertible to such extent until the earlier of
the date such waiver is obtained or 31 August 2020. The waiver from
the Takeover Panel under Rule 9 of the Takeover Code will seek to
cover the conversion of the Convertible Loan as well as future on
market share purchases by Gati Al-Jebouri.
Gati Al-Jebouri, Chief Executive Officer and Chairman of the
Board said:
"The amount raised in Q4 2019 and subsequently loaned to Minto
has mitigated the risk of significant dilution at project level
following relist. We will continue to work on developing the best
operating strategy for Minto as we get more data back from the
drilling and analysis of the MAG survey results. The Facility C
funds will ensure that we are in a position to commence and review
any new acquisition opportunities as they arise and cover all our
working capital needs for the foreseeable future."
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. Minto, a
subsidiary of Pembridge, is a British Columbia incorporated
business operating the Minto mine in Yukon, Canada. Pembridge owns
33% (in Class A shares) of Minto.
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.
About Copper Holdings LLC
Copper Holdings is a private investment vehicle based in New
York run by a team of experienced mining investors. Copper Holdings
owns 33% (in Class B shares) of Minto.
About Cedro Holdings I LLC
Cedro Holdings I, LLC is an entity managed by Lion Point
Capital, a registered investment adviser based in New York that
seeks to invest throughout the capital structure of public and
private companies globally. Cedro Holdings I owns 33% (in Class B
shares) of Minto.
For further information contact:
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
SI Capital - United Kingdom : +44 (0)14 8341 3500
Nick Emerson
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END
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