Member Info for okenia

Minto will be Pembridge�s only mine. The company is made up of people with extensive experience in mining, Linsley said. Members of the board are familiar with Minto, including one board member who used to work for Capstone, he said. Linsley said Pembridge approached Capstone about selling because it saw a �significant upside.� �We think that � this mine could run for many many years to come,� he said. Having a new owner for Minto is exciting, said Samson Hartland, the executive director of the Yukon Chamber of Mines. �If an investor is coming in at this stage of a project they�re going to look to create value out of it, they�re going to look to extend the life of the mine,� he said. Hartland said getting more use out of Minto will mean more jobs for contractors and the surrounding communities. �When they�ve put the project on hold a couple of times over the years, we all hurt, we all suffer as a result,� he said. �When we hear stories on the other end talking about extending the life of the mine, and talking about continuing operations � that�s positive for everyone involved.� Contact Ashley Joannou at ashleyj@yukon-news.com

https://www.yukon-news.com/business/capstone-prepares-to-sell-yukons-minto-mine/Capstone prepares to sell Yukon�s Minto mine �We�re not buying this thing to close it down� ASHLEY JOANNOUFeb. 16, 2018 1:30 p.m.BUSINESSLOCAL BUSINESS Yukon�s only active hard rock mine is slated to be sold. Capstone Mining is preparing to sell its Minto mine to Pembridge Resources, a company based in the U.K. The deal, worth US$37.5 million and 9.9 per cent of Pembridge�s shares, is expected to be finalized in April. �We have plans for the mine. We think that we�ll be able to significantly extend the mine life,� said Pembridge CEO David Linsley. �I know there�s been a lot of feelings up there for the past few years that it�s close to closing down. Well, we�re not buying this thing to close it down.� Under Capstone, Minto was expected to close around 2021. Linsley won�t go into detail about how he intends to extend that mine life or how long he thinks the mine could be operational. In a statement the company said no exploration activities have been undertaken on the Minto property since 2012. A number of prospective exploration targets have been identified and will require drilling, it said. �You don�t drill the whole deposit out, because that�s too expensive. You�re constantly drilling ahead of yourself,� Linsley said. Linsley said he believes there are also ways to make Minto more efficient. �That�s no criticism of Capstone, it�s just the way we�re going to do things. We�re going to be clearly very focused on costs. I think we can get costs down,� he said. �I wouldn�t be buying it if I thought costs were going up. That�s work that we�re working on at the moment. We�ve done our due diligence, we can see the opportunity, but that has to be refined in the coming months.� But being more efficient won�t mean job losses, he said. �If you just cut the workforce, then who�s going to mine the mine? It�s not that simple�. You need the people there in order for it to succeed.� Capstone�s senior vice-president Gregg Bush said that selling the mine will allow Capstone to focus on other assets. �We believe there�s potential with Minto, as do the people with Pembridge, but we made the decision to focus our energy and our capital on core assets.� Currently the mine produces approximately 50,000 tonnes annually of highly quality copper concentrate containing 18,000 tonnes of copper, with gold and silver as by-products, according to Pembridge. Minto will be Pembridge�s only mine. The company is made up of people with extensive experience in mining, Linsley said. Members of the board are familiar with Minto, including one board

Good question re the 43-101. Since Capstone is already on TSX one might assume that it should be OK to re-use, but I can't be certain.

The other thing that makes me think there's a TSX listing coming up is the 9.9% figure for the proposed Capstone holding. Why 9.9% not 10%? There's no UK threshold that would be triggered at 10%. However, under Canadian rules the moment you go over 10% you become a 'significant shareholder' and there is a whole pile of pain and suffering then ensues with regard to reporting etc. You also get viewed as an Insider and have to report on SEDI too. Staying at 9.9% would mean that Capstone would avoid this hassle. https://www.osler.com/en/resources/cross-border/2013/becoming-a-10-shareholder-of-a-canadian-public-co I think this again points to a Canadian listing v soon.

Northern Miner is a good news site for all things mining related in the northern Canadian territories, plus does an excellent podcast (sponsored by the Yukon Mining Alliance). It's perhaps no surprise then that they've already covered the Capstone/Pembridge deal: http://www.northernminer.com/news/northern-miner-podcast-episode-92-technology-commodity-redux-ft-cobalt-27/1003794121/ "Matt also ruminates on Capstone Mining�s (TSX: CS) recent sale of the Minto copper mine in the Yukon to U.K.-based Pembridge Resources (LON: PERE). The deal included US$37.5 million in cash, plus working capital adjustments, and shares representing 9.9% of Pembridge." If you listen to the podcast you also discover that Pembridge are being interviewed for the next Podcast to explain their strategy and plans for Minto. It's not out yet but I'll flag it up when I see it. Now let's consider this for a moment. Why would a UK-listed cash shell be bothering to get interviewed by a Canadian podcast / website? I suspect there's very few UK investors that have heard of the podcast, let alone subscribe to it. It's really designed for the Canadian natural resource investing community (the same people who attend the Sprott Vancouver natural resource symposium, for example). So why bother? My guess is that they're looking to dual-list on TSX. That would make absolute sense since although most of us need a map to find out where the Yukon is, let alone name mines or companies operating in the province, that sure isn't the case for the Canadians, where the northern territories are prime real estate for mining and investment. So happy to bet a tenner that a TSX listing is on the "to do" list. The tone of the podcast will be interesting, that will give a flavour of how much DL et al are promoting this to the Canadian audience - which will give a big clue. I'd also be staggered if the financing deal didn't have a Canadian flavour to the participants as well (for the same reason) - which may give additional pressure to have stock available on the TSX for them. I'll post a link to the interview when it pops up.

Chatting with someone yesterday I realised some people might have misinterpreted the reference to 1p shares in the RNS. That's purely the NOMINAL value of the shares (in the same way you'd describe Tesco as having Ordinary 5p shares, even though they are trading at about two quid at the moment). http://www.hl.co.uk/shares/shares-search-results/t/tesco-plc-ordinary-5p The "1p" reference is simply the nominal and the way you describe a specific class of share. It doesn't mean that shares are being issued in return for 1p per share in a placing or other deal!

Oh and before you ask, I'm not an insomniac awake posting at 3am, I'm in South Korea at the moment !

Size of fund raise: like others, I have interpreted the wording and interview to mean there will be both equity and debt funding (poss in multiple forms). That would be pretty standard for a producing asset with existing cashflow. Think of oilers who get debt financing based on current production (hedging / reserve-based lending). If a mine has revenue and/or offtake agreements then an overdraft on decent commercial terms (NTOG got a loan at I think 7% interest in a similar situation) should be straightforward. And Minto is producing today and generating revenue today. Deals of this size are never plain vanilla equity raises, they're inevitably a blend of different components. I don't expect this Minto deal to be any different. The grizzly details will become clear in due course.

Time of suspension : once deal and financing is signed and sealed it then allows a final version of the Prospectus to be submitted to UKLA. As we know from last year, there's a defined back-and-forth timeline with UKLA (with max times for responses etc). Best guess therefore is 4-6 week after deal is done for Prospectus to play ping-pong with UKLA and then resume trading. What is nice is that the company should be able to release details of the deal - the critical thing for existing SHs - before the prospectus is released, I hope. Thus the end of April date is more important to me than the actual resumption of trading date. We knew the details of the last fundraise in advance of the prospectus (admission doc) so no reason for things to be different this time.

There's a world of difference between the last fundraise (small cash shell, no identified assets, done with BS who would **** their own grandmothers if they got a 5% commission) and $50m of "big boy" funding for a producing asset that's throwing off > $100m pa in revenue. I don't think for a second they'll do a placing at 1p, although we've all been around the AIM block long enough to have an understandable, knee-jerk reaction - I do get that. We'll find out soon enough but I'm certainly in the positive frame of mind camp.

Er no, and it wouldnt get SH approval at that level. Look at the register.

Hence the prospectus

I'm impressed by the scale and ambition of this. Esp after being used to fund raises of a few hundred £k at a time for small stakes in tiddly assets [insert name of your favourite lifestyle stock promote AUM company here!]. Actually looks like the proper job.

$50m raise by what will be institutional money. Critical Q will of course be the price - but the management options give a clue. For placees price is largely irrelevant as they'll be the majority shareholders whatever the price. The current shell bit is almost irrelevant to them. But not us - and not to DL et al who have SP-based remuneration packages.

I'm here :)

Haven't had a chance to drill down yet - I'm I the middle of the South Pacific at the moment with just an iPhone and dodgy wifi :) The Reserves are about 20% of the total Minto M&I Resource. 16kpa Cu metal production is not to be sniffed at when you compare with CAML, KAZ etc as peer comparators of producing Cu mines of a similar scale. Be v interesting to see how this deal is structured (which we'll find out in the RNS no doubt). I may be erratic posting due to location / timezone over next few days.

This will constitute a RTO so Pembridge will suspend trading pending publication of a prospectus and re-admission of the enlarged entity. I don't think you'll be able to buy until afterwards - I expect it to suspend before trading starts in the morning. (Although weirder things have happened - worry keeping an eye out just in case)

Hi Manic PERE is a cash shell, mcap currrently at about the cash on the books. The assets are the management team (DL, PB - who is major mining royalty) etc. They're looking to acquire and then add value to assets (e.g. turnaround)

Looks like the deal is done ! News released first on TSX and is therefore expect an opening RNS from PERE on the bell tomorrow Time to google "Minto mine" :) http://capstonemining.com/news/news-details/2018/Capstone-Mining-Reaches-Agreement-to-Sell-Minto-Mine/default.aspx ----- Capstone Mining Reaches Agreement to Sell Minto Mine 02/14/2018 Vancouver, British Columbia - Capstone Mining Corp. ("Capstone") (TSX: CS) has entered into a definitive share purchase agreement (the "Agreement") pursuant to which it has agreed to sell its Minto Mine to Pembridge Resources plc ("Pembridge") (LON: PERE) (the "Transaction"). Under the terms of the Agreement, Capstone will receive US$37.5 million in cash, plus working capital adjustments, and common shares representing 9.9% of the issued and outstanding shares of Pembridge upon completion of the Transaction.

If we look at the other 'proper' shells over the years then typically its be a year or so of boredom and no public news until the deal is finally struck. The bigger the deal, the longer the wait. It's the nature of the beast with shells, PERE is following a well trodden (albeit annoying, I accept) route.