TIDMPERE
RNS Number : 9539Z
Pembridge Resources plc
27 May 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
27 May 2021
Planned Convertible Loan Note Issue
London, United Kingdom - Pembridge Resources plc (LSE: PERE)
("Pembridge" or the "Company") is pleased to announce that it
intends to issue convertible loan notes to a value of up to USD 2
million.
To fund potential future investment opportunities, the Company
intends to issue up to 200 convertible loan notes of USD 10,000,
with an interest rate of 14%, redeemable after two years. The loan
notes may be converted into Ordinary Shares in the Company at any
time from 1 June 2022 until 31 May 2023 at an exercise price of
$0.113 (8p at an exchange rate of GBP1 - $1.415). The Company is
marketing the loan notes to certain existing shareholders and other
institutional and high net-worth investors and has received
commitment for a large proportion of them. The loan notes will not
be offered to the public generally.
Gati Al-Jebouri, Chief Executive Officer and Chairman of the
Board of Pembridge said:
"Funding from these convertible loan notes will enable Pembridge
to take advantage of opportunities that we anticipate to become
available to Pembridge in the near term. I am pleased with the
initial interest expressed by potential investors, which shows the
support and belief in the intrinsic value of Pembridge."
IMPORTANT NOTICES
NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE MADE,
DISTRIBUTED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, THE UNITED
STATES OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS EXCEPT IN
COMPLIANCE WITH APPLICABLE SECURITIES LAWS. ANY FAILURE TO COMPLY
WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF THESE JURISDICTIONS. THE RELEASE, PUBLICATION OR
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW AND THEREFORE PERSONS IN SUCH JURISDICTIONS INTO
WHICH THIS ANNOUNCEMENT IS RELEASED, PUBLISHED OR DISTRIBUTED
SHOULD INFORM THEMSELVES ABOUT AND OBSERVE SUCH RESTRICTIONS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR PURCHASE,
ANY SECURITIES IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, THE
UNITED STATES OR IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMED (THE "US SECURITIES ACT"), OR WITH ANY SECURITIES
REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES, AND MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT TO CERTAIN INVESTORS
IN RELIANCE ON AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THERE
WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED
STATES.
THIS ANNOUNCEMENT IS NOT A
NO SUCH PROSPECTUS IS REQUIRED TO BE PUBLISHED IN CONNECTION
WITH THE SUBJECT MATTER OF THE ANNOUNCEMENT. INVESTORS SHOULD NOT
SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION ABOUT THE COMPANY
THAT IS PUBLICLY AVAILABLE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A
RECOMMATION CONCERNING THE CINTENT OF THIS ANNOUNCEMENT.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 ("FSMA"). RELIANCE ON THE PRESENTATION FOR THE
PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED. ANY PERSON WHO IS IN ANY DOUBT ABOUT THE
SUBJECT MATTER TO WHICH THE PRESENTATION RELATES SHOULD CONSULT A
PERSON DULY AUTHORISED FOR THE PURPOSES OF FSMA WHO SPECIALISES IN
THE ACQUISITION OF SHARES AND OTHER SECURITIES.
THE ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF TRANSFERABLE
SECURITIES TO THE PUBLIC FOR THE PURPOSES OF SECTION 85 FSMA. THE
PRESENTATION IS EXEMPT FROM THE GENERAL RESTRICTION SET OUT IN
SECTION 21 FSMA ON THE COMMUNICATION OF FINANCIAL PROMOTIONS ON THE
GROUNDS THAT IT IS DIRECTED ONLY AT (I) PERSONS OUTSIDE THE UNITED
KINGDOM (OTHER THAN ANY JURISDICTION WHERE ITS DISTRIBUTION MAY BE
RESTRICTED BY LAW); OR (II) PERSONS HAVING PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION
OF INVESTMENT PROFESSIONALS IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS
AMED) (THE "ORDER"); OR (III) PERSONS IN THE BUSINESS OF
DISSEMINATING INFORMATION WITHIN THE MEANING OF ARTICLE 47 OF THE
ORDER; OR (IV) HIGH NET WORTH BODIES CORPORATE, UNINCORPORATED
ASSOCIATIONS AND PARTNERSHIPS AND TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2) OF THE ORDER; OR (V) PERSONS WHO ARE
'PROFESSIONAL CLIENTS' AS DEFINED IN THE FCA'S GLOSSARY AND FOR THE
PURPOSE OF CHAPTER 4 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK.
ANY OTHER PERSON WHO RECEIVES THIS COMMUNICATION SHOULD NEITHER
RELY ON NOR ACT UPON THE CONTENTS OF THIS COMMUNICATION AND SHOULD
RETURN IT IMMEDIATELY WITHOUT REPRODUCING, DISTRIBUTING OR PASSING
IT ON TO ANY OTHER PERSON.
THIS ANNOUNCEMENT MAY NOT BE COPIED, DISTRIBUTED, REPRODUCED OR
PASSED ON, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR
DISCLOSED BY ANY RECIPIENT, TO ANY OTHER PERSON (WHETHER WITHIN OR
OUTSIDE SUCH PERSON'S ORGANISATION OR FIRM) OR PUBLISHED IN WHOLE
OR IN PART, FOR ANY PURPOSE OR UNDER ANY CIRCUMSTANCES.
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.
S
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.
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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END
MSCFLFIDETIRFIL
(END) Dow Jones Newswires
May 27, 2021 02:00 ET (06:00 GMT)
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