TIDMPERE
RNS Number : 8638R
Pembridge Resources plc
10 November 2021
10 November 2021
Minto Receives Conditional Listing Approval
London, United Kingdom - Pembridge Resources plc (LSE: PERE)
("Pembridge" or the "Company") is pleased to announce that, in
connection with the previously announced "reverse take-over" of
1246778 B.C Ltd. ("778") by Minto Explorations Ltd. ("Minto") (the
"RTO"), the TSX Venture Exchange ("TSXV") has conditionally
accepted the RTO and the TSXV listing of post-RTO common shares of
an entity to be named Minto Metals Corp. (the "Resulting Issuer"),
which will be formed through the amalgamation of 778 and Minto (the
"Amalgamation").
The Resulting Issuer common shares are expected to commence
trading on the Exchange with the symbol "MNTO" before the end of
November 2021, following the fulfilment of the remaining conditions
by 778, Minto and the Resulting Issuer.
As previously announced on November 8, 778 and Minto will
complete the Amalgamation in accordance with and pursuant to the
terms and conditions of an Amended and Restated Amalgamation
Agreement dated November 5, 2021 between 778 and Minto, a copy of
which has been filed on 778's issuer profile on SEDAR at
www.sedar.com.
The full text of Minto's and 778's own joint announcement
follows.
Gati Al-Jebouri, Chief Executive Officer and Chairman of the
Board of Pembridge said:
"This conditional acceptance by TSXV clears an important hurdle
in Minto's path to being a listed company and we appreciate the
work that has been done by Minto and its advisors on the RTO and
listing process."
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.
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 (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
1246778 B.C. LTD. AND MINTO EXPLORATONS LTD. RECEIVE CONDITIONAL
LISTING APPROVAL FROM THE TSX VENTURE EXCHANGE
Not for distribution to U.S. Newswire Services or dissemination
in the United States of America. Any failure to comply with this
restriction may constitute a violation of U.S. Securities laws.
Toronto, Ontario - November 10, 2021 - 1246778 B.C. Ltd. (the
"Corporation" or "778") and Minto Explorations Ltd. ("Minto") are
pleased to announce that in connection with the previously
announced "reverse take-over" of 778 by Minto (the "RTO"), the TSX
Venture Exchange (the "Exchange") has conditionally accepted the
RTO and the Exchange listing (the "Listing") of post-RTO common
shares of an entity to be named "Minto Metals Corp." (the
"Resulting Issuer"), which will be formed by the amalgamation of
778 and Minto (the "Amalgamation"). The Listing is conditional on
778, Minto and the Resulting Issuer fulfilling a number of
conditions on or before February 2, 2022, and it is expected that
these conditions precedent will be satisfied, and the Resulting
Issuer common shares will begin trading on the Exchange, on or
before the end of November 2021. The Resulting Issuer trading
symbol on the Exchange will be "MNTO".
As previously announced, 778 and Minto will complete the
Amalgamation in accordance with and pursuant to the terms and
conditions of an amended and restated amalgamation agreement dated
November 5, 2021, between 778 and Minto, a copy of which has been
filed on 778's issuer profile on SEDAR at www.sedar.com .
In connection with the RTO: (i) 778 has completed the closing of
the first and second tranche of the previously announced private
placement of subscription receipts of 778 (the "Subscription
Receipts") at a price of $2.60 per Subscription Receipt, for
aggregate gross proceeds of $16,387,477.60; (ii) the Corporation
intends to issue post-Consolidation (as defined in the Agency
Agreement (as defined herein)) common shares of 778 to certain
subscribers at a price of $2.60 per common share of 778 for total
gross proceeds of $8,249,997.60 (the "778 Non-Brokered Common Share
Offering"); and (iii) Minto intends to issue "flow-through shares"
as defined in subsection 66(15) of the Tax Act (as defined in the
Agency Agreement) (the "Minto Flow-Through Shares") at a price of
$2.60 per Minto Flow-Through Share for total gross proceeds of
$6,395,755.60, subject to the terms and conditions of the Agency
Agreement (the "Flow-Through Offering", and together with the
Offering and the 778 Non-Brokered Common Share Offering, the "RTO
Financing"). In total, 778 and Minto expect to raise aggregate
gross proceeds of $31,033,230.80 under the RTO Financing. The
Flow-Through Offering and 778 Non-Brokered Common Share Offering
are expected to be completed on the same date as the completion of
the RTO.
The Subscription Receipt offering was, and the Flow-Through
Offering and 778 Non-Brokered Common Share Offering will be
conducted in accordance with an agency agreement dated September
21, 2021 (the "Agency Agreement"), which has been entered into
between the Corporation, Minto, Stifel GMP, Raymond James Ltd.
(together with Stifel GMP, the "Co-Lead Agents"), Haywood
Securities Inc. and Echelon Wealth Partners Inc. (collectively with
the Co-Lead Agents, the "Agents"). Pursuant to the Agency
Agreement, the Agents have agreed to sell, on a "best efforts"
private placement basis, Subscription Receipt for aggregate minimum
gross proceeds of $30,000,000 when combined with the gross proceeds
from the Flow-Through Offering and 778 Non-Brokered Common Share
Offering. A copy of the Agency Agreement will be filed on 778's
issuer profile on SEDAR at www.sedar.com .
The net proceeds of the RTO Financing will be used by the
Resulting Issuer to fund operational improvements at the Minto mine
property, near-mine exploration activities and for general
corporate purposes including working capital following completion
of the RTO.
Not for distribution to U.S. news wire services or dissemination
in the United States.
The securities under the RTO Financing have not been, and will
not be, registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"), or the securities laws of
any state of the United States and may not be offered, sold or
delivered, directly or indirectly, in the United States or to, or
for the account or benefit of, U.S. Persons (as such term is
defined in Regulation S under the U.S. Securities Act), except
pursuant to an exemption from the registration requirements of the
U.S. Securities Act and applicable state securities laws. This news
release does not constitute an offer to sell or solicitation of an
offer to buy any of these securities in any jurisdiction in which
the offering or sale is not permitted.
About Minto Explorations Ltd.
Minto operates the producing Minto mine located in the Minto
Copper Belt, Yukon. The Minto mine has been in operation since 2007
with underground mining commencing in 2014. Since 2007,
approximately 475Mlbs of copper have been produced from the Minto
mine. The current mine operations are based on underground mining,
a process plant to produce high-grade copper, gold, and silver
concentrate, and all supporting infrastructure associated with a
remote location in Yukon. The Minto property is located west of the
Yukon River, about 20 km WNW of Minto Landing, the latter on the
east side of the river, and approximately 250 road-km north of the
City of Whitehorse, the capital city of Yukon.
For further information, please contact Minto Explorations
Ltd:
Chris Stewart, P.Eng.
President & CEO
cstewart@mintomine.com
tel: 647-523-6618
About 778
778 is a company formed pursuant to the laws of British Columbia
and is a reporting issuer in the Provinces of Alberta and British
Columbia. 778 currently has issued and outstanding 3,000,000 common
shares of 778 and 75,000 incentive stock options to acquire 75,000
common shares of 778 at a price of $0.10 per common share of 778
which options shall be exercised prior to completion of the
RTO.
For further information, please contact 1246779 B.C. Ltd.:
James Ward, Director
Phone: (416) 897-2359
Email: james@wardfinancial.ca
Cautionary Statements
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accept responsibility for the adequacy or accuracy of this
release.
Completion of the RTO is subject to a number of conditions,
including but not limited to, Exchange acceptance and receipt of
all required shareholder approvals. There can be no assurance that
the RTO will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the listing
application to be prepared in connection with the RTO, any
information released or received with respect to the RTO may not be
accurate or complete and should not be relied upon.
The Exchange has in no way passed upon the merits of the RTO and
has neither approved nor disapproved the contents of this news
release.
All information contained in this news release with respect to
778 and Minto was supplied by the parties, respectively, for
inclusion herein, and 778 and its directors and officers have
relied on Minto for any information concerning such party.
Forward-Looking Information
This news release contains "forward-looking information" within
the meaning of applicable securities laws relating to the RTO, the
RTO Financing, and associated transactions . All statements, other
than statements of historical fact, are forward-looking information
and are based on expectations, estimates, and projections as at the
date of this news release. Any statement that involves discussions
with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions, future events or performance
(often but not always using phrases such as "expects", or "does not
expect", "is expected", "anticipates" or "does not anticipate",
"plans", "budget", "scheduled", "forecasts", "estimates",
"believes" or "intends" or variations of such words and phrases or
stating that certain actions, events or results "may" or "could",
"would", "might " or "will" be taken to occur or be achieved) are
not statements of historical fact and may be forward-looking
information. Although the Corporation believes in light of the
experience of its officers and directors, current conditions and
expected future developments, and other factors that have been
considered appropriate that the expectations reflected in this
forward-looking information are reasonable, undue reliance should
not be placed on them because the Corporation can give no assurance
that they will prove to be correct. Readers are cautioned to not
place undue reliance on forward-looking information. Actual results
and developments may differ materially from those that are
currently contemplated by these statements depending on, among
other things, the risks that the parties will not proceed with or
complete the RTO, the RTO Financing and associated transactions and
that the RTO, the RTO Financing and associated transactions will
not be successfully completed for any reason (including the failure
to obtain the required approvals or clearances from regulatory
authorities). The statements in this news release are made as of
the date of this release. Except as required by law, 778 and Minto
assume no obligation to update the forward-looking information of
beliefs, opinions, projections, or other factors, should they
change, except as required by law.
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END
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(END) Dow Jones Newswires
November 10, 2021 02:00 ET (07:00 GMT)
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