25 Nov 2019 07:00
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 in the investor presentation referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares of nominal value 1 pence each in the capital of the Company (subject to a share consolidation on a 10:1 basis) ("Ordinary Shares") referred to in this announcement or the investor presentation except on the basis of information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant) (the "Prospectus") that may be published by Pembridge Resources plc (the "Company" or "Pembridge", and together with its subsidiaries and subsidiary undertakings from time to time, the "Group") in due course in connection with the possible offer of Ordinary Shares (the "Placing Shares"), utilising the Company's existing shareholder authorities, and the re-admission of its Ordinary Shares to the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") ("Re-admission"). A copy of any Prospectus published by the Company will, if published, be available for inspection from the Company's website at www.pembridgeresources.com, subject to certain access restrictions.
25 November 2019
Announcement of Roadshow for Proposed Placing
London, United Kingdom - Pembridge Resources plc (LSE:PERE), is pleased to announce that, further to the announcement made on 30 September 2019, the Company will today commence a roadshow (the "Roadshow") to raise gross proceeds of between £3 million and £5 million by way of a proposed placing of Placing Shares (the "Proposed Placing").
The Company has appointed Brandon Hill Capital Limited ("Brandon Hill") as the bookrunner in connection with the Proposed Placing and expects to close the book in the next two weeks following completion of the Roadshow.
Work is progressing on the necessary documentation to complete the Company's Re-admission, including the Prospectus.
The Proposed Placing will be conditional upon entry by the Company, members of the Pembridge management team and board of directors (the "Board") into a placing agreement in connection with the Proposed Placing with Brandon Hill, the FCA's approval of the Prospectus, the publication of the Prospectus by the Company and Re-admission occurring.
Highlights
·; Pembridge is targeting a raise of gross proceeds of between £3 million and £5 million by way of the Proposed Placing
·; Priced at 12.5 pence per Placing Share
·; Pembridge intends to use the net proceeds of the Proposed Placing to finance an intercompany loan of £2.3 million to Minto Explorations Limited ("Minto"), 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 addition to the recently committed £1.7 million, provided in the form of a long term (more than 1 year) convertible loan to the Company as announced on 30 October 2019, the Chief Executive Officer and Chairman of the Board intends to invest a further £1 million through participation in the Proposed Placing
·; Non-Executive Directors Francis McAllister and Guy Le Bel intend, in principle and subject to contract, to invest up to £100,000 each in the Company through participation in the Proposed Placing
·; An investor presentation will be made available on the Company's website (https://www.pembridgeresources.com/investors/presentations-reports), subject to certain access restrictions
·; Interested parties should contact Brandon Hill for more information
Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board of Pembridge stated:
"Further to the Company's announcement on 30 September 2019, we are delighted to commence our roadshow in connection with the Proposed Placing. With my personal commitment of £2 million in total (£1 million through participation in the Proposed Placing, and up to £1.7 million in the form of an already committed long term (more than 1 year) convertible loan to the Company), a further £200,000 commitment in aggregate from the other members of the Board and the recent restart of operations at the Minto mine, we expect interest in the Proposed Placing to be strong."
ENDS
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 suspended from 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 (0)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 - United Kingdom: +44 (0)20 3463 5016
Jonathan Evans
SI Capital - United Kingdom: +44 (0)14 8341 3500
Nick Emerson
Tavistock Communications - United Kingdom: +44 (0)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.
Any offer, if made subsequently, is and will be only addressed to and directed at persons in member states of the European Economic Area (the "EEA") ("EEA Member States") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Regulation (Regulation (EU) 2017/1129), as amended (including any relevant implementation measures in EEA Member States) ("Qualified Investors"). In addition, in the United Kingdom, and any offer, if made subsequently, is and will be only directed at, and should only be relied upon by, Qualified Investors who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), are persons who are high net worth entities, unincorporated associations and other persons falling within Article 49(2)(a) to (d) of the Order or are persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "Relevant Persons"). Any investment or investment activity to which this announcement relates will be available only to Relevant Persons in the United Kingdom and Qualified Investors in any EEA Member States other than the United Kingdom and will be engaged in only with such persons.
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 this announcement, nor the investor presentation referred to herein, constitutes 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. The Company may decide not to go ahead with the Proposed Placing and there is therefore no guarantee that Re-admission will occur.
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 Proposed 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 Proposed 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.
The Company may decide not to go ahead with the Proposed Placing and there is therefore no guarantee that Re-admission will occur. 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 does not form part of, this announcement.