PERE.L Regulatory News (PERE)

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.

30 September 2019

Interim Results, Operations Update, Financing and Re-admission Update

London, United Kingdom - Pembridge Resources plc (LSE: PERE) ("Pembridge" or the "Company", and together with its subsidiaries, the "Group"), is pleased to announce its interim results for the six months ended 30 June 2019 and to otherwise provide an general update to the market.

Recent developments:

·; On 3 June 2019, the Company entered into a share purchase agreement ("SPA") to acquire Minto Explorations Ltd. ("Minto") from Capstone Mining Corporation ("Capstone").

·; The primary asset of Minto is a copper-gold-silver mine located in Yukon, Canada (the "Minto Mine").

·; Minto was acquired while the Minto Mine was on care and maintenance and, following the completion of the acquisition of Minto on 3 June 2019, Pembridge has been and remains focussed on recommencing operations at the Minto Mine and is targeting restarting production at the Minto Mine in Q4 2019.

·; On 19 September 2019, the Company announced the appointment of Gati Al-Jebouri as Chief Executive Officer and Chairman of its board of directors (the "Board" or "Directors"). The following changes also occurred on the same date: David Linsley resigned from his position as Chief Executive Officer and his directorship; and Francis 'Frank' McAllister stepped down as Non-Executive Chairman and remains as a Non-Executive Director.

·; The Company intends in due course to seek to raise additional funds by way of a placing of new ordinary shares (the "Proposed Placing") contemporaneously with its Re-admission (defined below). The Board intends, in principle and subject to contract, to invest up to £2.2 million in the Company.

Interim results:

·; The interim financial statements of the Group, as set out in full below, show a loss for the period of US$2,885,000 and a negative equity of US$3,075,000. The Board consider it appropriate to maintain the going concern basis in the preparation of these financial statements as the Directors have a reasonable expectation that the Group and Company will be able to raise sufficient funds and therefore continue in operational existence for the foreseeable future.

Operations update:

The following is an overview of recent developments at the Minto Mine:

Appointment of a new General Manager

§ Sebastien D. Tolgyesi was appointed General Manager at the Minto Mine in August 2019. He is a mining engineer and geologist with almost 25 years of experience in base metals mining and exploration across North America. He joins Minto from Coeur's Silvertip underground silver, lead and zinc mining operation where he was the Operations Manager. Prior to that, Sebastien worked for Capstone, initially as Mine Manager and Interim General Manager for the Minto Mine and then as Mine Manager for Capstone's Pinto Valley copper mine in Arizona. Prior to Capstone, Sebastien has held several operations and engineering roles with Xstrata Copper, Falconbridge and Agnico Eagle. Sebastien has a Geology degree from the University of Montreal and a Mining and Mineral Engineering degree from the Laval University.

Clean health and safety record

§ Zero lost time injuries and zero incidents reported since completion of the acquisition of the Minto Mine.

Underground operations

§ Dewatering and rehabilitation of the underground access ramps have been completed.

§ Steel-reinforced ground support has been installed around the Minto East vent raise. Raise boring of the 50m concrete plug has commenced. The pilot hole is complete, and the full raise is expected to be completed within the next two weeks.

§ Stopes within Minto East are ready for blasting.

§ Remnant underground broken ore is in the process of being hauled to surface.

§ Explosives and associated storage facilities have been mobilised to site.

§ Almost all of the new equipment fleet has been delivered to site, complementing the existing fleet. This includes 3 new haul trucks, 2 new scoop-trams and various other associated support vehicles.

Milling operations

§ Water balance testing of the processing plant is complete, except for the SAG mill, which is currently undergoing a liner seal replacement.

§ Work has started on preparing the existing surface stockpiles for processing.

§ The processing plant will commence milling on a 2-week on, 2-week off schedule until sufficient development is achieved underground to enable a higher monthly processing capacity.

Exploration

§ A drone operated geophysical UAV-Magnetic (MAGTM) survey of the Minto mine area has been completed by Pioneer Aerial Surveys Ltd. As copper mineralisation at Minto is highly correlated with magnetite, the results from the survey will significantly enhance the targeting of future definition and exploration drilling, as well as identify new targets within the mine area. More information will be provided in due course.

§ Equipment for the surface and underground drilling programme has been mobilised to site, which will commence next month. The programme consists of 12,589m (33 holes) of surface drilling and 1,533m (20 holes) of underground drilling. The infill-drilling program will primarily target known mineralized ore bodies not in the reserves to gap coverage and to define the extension of these known ore bodies along the trend.

§ Initial results from the recently conducted regional soil sampling and prospecting program on the HUN claims, south of the Minto Mine, have returned showings of surface oxide copper mineralisation. This supports Pembridge's geological theory of a 42km long copper belt north west and south east of the Minto Mine. More information will be provided in due course.

Financing and Re-admission update:

§ Work is progressing on the necessary documentation to complete the Company's proposed re-admission to listing on the standard segment of the Official List of the UK Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc ("Re-admission"), including a prospectus (the "Prospectus") that will be subject to approval by the FCA.

§ The Company intends in due course to seek to raise additional funds by way of the Proposed Placing of new ordinary shares of nominal value 1 pence each in the capital of the Company contemporaneously with its Re-admission.

§ The new Chief Executive Officer and Chairman of the Board intends, in principle and subject to contract, to invest up to £2.0 million in the Company; £1 million through participation in the Proposed Placing, and up to £1.0 million in the form of a long term (more than 1 year) convertible loan to the Company.

§ In addition, Non-Executive Directors Francis McAllister and Guy Le Bel each intend, in principle and subject to contract, to invest up to £100,000 in the Company through participation in the Proposed Placing.

§ Mr Al-Jebouri's, Mr McAllister's and Mr Le Bel's investment would be subject to certain conditions, including, inter alia, the agreement of legally binding terms with the Company, the approval of the Prospectus by the FCA, Re-admission occurring contemporaneously with the completion of the Proposed Placing, a minimum commitment of other investors in the Proposed Placing of £800,000 and satisfactory due diligence on the Company and its subsidiaries.

§ While Mr Al-Jebouri, Mr McAllister and Mr Le Bel currently intend to invest in the Company on the terms and subject to the conditions described, there is no guarantee that such investment, the Re-admission or the Proposed Placing, will complete on the terms outlined above, or at all.

Gati Al-Jebouri, CEO and Chairman of the Board said: "These interim financial statements set out the position of our Company less than 1 month after the finalisation of what is a transformational acquisition for our Company going forward. The close of the transaction took a long period of time, mainly due to the difficult market conditions prevailing during the negotiations. The resilience of the team to bring to a successful end the acquisition is proof of their hard work ethics and commitment to the Company, something on which I will be relying to ensure the future growth both of the operations at the Minto Mine as well as further afield. Shareholders have been patient during this period and I recognise that going forward we must aim not to repeat such a long period of suspension of our shares. I thank all shareholders for their understanding and trust that all shareholders will continue to support the Company in the future. 

As the newly appointed CEO and Chairman of the Board, it is my priority to have the Minto Mine operational as quickly as possible, and complete Pembridge's Re-admission. In connection with the proposed Re-admission, we are in discussions with our brokers and potential investors for the Proposed Placing. After I am certain that Pembridge is on a stable financial footing and the Minto Mine is generating free cash flow, then we will be evaluating diligently new investment opportunities. To support the financial position of the Company it is my current intention, along with other members of the board, to invest a total of £2.2 million in the capital raise on the terms set out above - £1.2 million through participation in the issuance of new ordinary shares by the Company in the Proposed Placing and £1 million in the form of a long term (more than 1 year) convertible loan.

I look forward to working with the Selkirk First Nation authorities, the management and staff of the Minto Mine, our co-investors in the Minto Mine and all our shareholders and stakeholders to ensure the future success of our Company."

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.

ENDS

For further information contact:

Pembridge Resources plc: +44 (0)20 7917 2968

Gati Al-Jebouri, Chief Executive Officer

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

PEMBRIDGE RESOURCES PLC

Condensed Interim financial statements

for the period from 1 January 2019 to 30 June 2019

Consolidated statement of comprehensive income

for the period 1 January to 30 June 2019

Consolidated statement of financial position

as at 30 June 2019

Consolidated Statement of changes in equity

for the period 1 January to 30 June 2019

Consolidated Cash flow statement

for the period 1 January to 30 June 2019

Notes to the condensed consolidated financial statements

for the period 1 January to 30 June 2019

1. NATURE OF OPERATIONS AND GENERAL INFORMATION

The principal activity of Pembridge Resources plc is that of a mining company. The Company owns and operates the Minto copper-gold-silver mine in Yukon, Canada.

Pembridge Resources plc is incorporated and domiciled in England. The address of Pembridge Resources

plc's registered office is Suite A, 6 Honduras Street, London EC1Y 0TH. Pembridge Resources plc's shares

are admitted to the Standard Segment on the Official List of the London Stock Exchange.

Pembridge Resources plc's financial statements are presented in United States dollars (US$), which is

also the functional currency of the Company.

These condensed interim unaudited consolidated financial statements for the six-month period ended 30 June 2019 comprise the Company and its subsidiaries (together referred to as the "Group").

These condensed interim financial statements were approved for issue by the Board of Directors on 27 September 2019.

These condensed interim financial statements for the six months ended 30 June 2019 do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.

2. Basis of preparation

The unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Statements as adopted by the European Union and the Disclosure and Transparency Rules of the UK Financial Conduct Authority. The condensed interim financial statements should be read in conjunction with the annual financial statements for the period ended 31 December 2018, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The principal accounting policies used in preparing the condensed interim financial statements are unchanged from those disclosed in the Company's Annual Report for the year ended 31 December 2018, but are expected to change for the Year Ended 31 December 2019 to properly reflect the assets and liabilities associated with the acquisition and operations of the Minto mine.

The condensed interim financial statements for the six months ended 30 June 2019 and 30 June 2018 are un-reviewed a nd unaudited. Statutory financial statements for the year ended 31 December 2019 were approved by the Board of Directors on 30 April 2019 and delivered to the Registrar of Companies. The auditors' report on those accounts was disclaimed relating to going concern.

Changes in accounting policy and disclosures

(a) New and amended standards mandatory for the first time for the financial year beginning 1 January 2019

The following new IFRS standards and/or amendments to IFRS standards are mandatory for the first time for the Company and Group:

The Directors believe that the adoption of these standards has not had a material impact on the financial statements other than changes to disclosures. The Group is currently entering into lease arrangements at the Minto mine that will require accounting under IFRS16 for the year ended 31 December 2019, which are expected to have a material impact.

(b) New standards, amendments and Interpretations in issue but not yet effective or not yet endorsed and not early adopted

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the condensed interim financial statements are listed below. The Company intends to adopt these standards, if applicable when they become effective.

*Not yet endorsed by the EU.

The Company and Group are evaluating the impact of the new and amended standards above. The Directors believe that these new and amended standards are not expected to have a material impact on the Company's and Group's results or shareholders' funds.

Going concern

The Group and Company does not have sufficient funds to meet its working capital needs for the next 12 months and further funding will be required either through equity raisings or other financial arrangements to fund working capital and costs associated with a potential acquisition. The Company will seek to raise funds for working capital purposes through a fundraise, and will seek to re-list on the London Stock Exchange, which is subject to shareholder and regulatory approvals. This cannot be guaranteed and there are no legally binding agreements in place at the date of approval of these Financial Statements relating to the raising of additional funds.

The Group and Company will only be able to meet its contracted and committed expenditure for at least the next 12 months with a further injection of funds. The Directors have a reasonable expectation that the Group and Company will be able to raise such funds, and therefore continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing these condensed interim financial statements

Risks and uncertainties

As at 30 June 2019 the key risks that could affect the Company in the medium term and the factors that mitigate those risks have not substantially changed from those set out in the Annual Report and Financial Statements for the year ended 31 December 2018, as at that date the Minto mine was still in care-and-maintenance. The Minto mine is still currently in transition from care-and-maintenance to being fully operational, and therefore the risks associated with full operational status are not currently disclosed, but will be disclosed in full in the financial statements for the year ended 31 December 2019.

Segment reporting

In the opinion of the directors that the operations of the Company currently represent one segment, and are treated as such, when evaluating its performance. The chief operating decision maker is the Board of Directors. The Board of Directors reviews management accounts prepared for the Company when assessing performance.

3. EARNINGS per share 

The calculation of the earning per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period. The basic and diluted loss per share are the same as the effect of the exercise of share warrants and options would be anti-dilutive.

4. SHARE CAPITAL AND PREMIUM

Ordinary shares have attached to them full voting, dividend and capital distribution rights (including on a winding up).

On 16 July 2018 the Company announced the consolidation of every 10 existing ordinary shares of nominal value 0.1 pence each into one ordinary share of nominal value, such consolidation to take place immediately before the shares are re-admitted to listing on the standard segment of the Official List of the UK Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc

5. RELATED PARTY TRANSACTIONS

The Company has paid remuneration of £120,000 to its Directors for six months ending June 30, 2019.

As previously disclosed in the financial statements for the Year Ended 31 December 2018, the Company entered into a related party transaction with Gati Al-Jebouri on 25 February 2019, borrowing £40,000 in order to fund working capital. The unsecured loan has a two year term, and carries an interest rate of 20% per annum, payable semi-annually in arrears.

6.BUSINESS ACQUISITION

Acquisition of Minto Explorations Ltd

On June 4, 2019 the company acquired all of the outstanding common shares of Minto Explorations Ltd (Minto) from Capstone Mining Corp (Capstone) ("Minto Acquisition").

The consideration for the Minto Acquisition, which is unconditional, comprises up to US$20 million in total payments due to Capstone payable out of future cash flows and realisations from Minto and based on certain hurdles linked to production levels at Minto as well as future copper prices as detailed below.

1. First payment to Capstone of US$5 million will be due once production at Minto has reached a steady state 60% of mill capacity.

2. Second payment to Capstone of US$5 million will be due once production at Minto has reached 60% of mill capacity and the copper price has averaged over US$3.00/lb (US$6,615/t) for two consecutive quarters

3. Final payment to Capstone of US$10 million will be due upon the copper price achieving an average of US$3.50/lb (US$7,717/t) for two consecutive quarters.

The Company consider that the most likely total consideration due for the Minto Acquisition will be US$10 million, and accordingly a liability of $10 million is recorded in the interim consolidated statement of financial position.

The provisional fair values of identifiable assets and liabilities of Minto as at the date of acquisition were:

A pro forma adjustment has been made to reflect the initial accounting for the Minto Acquisition by Pembridge, being the elimination of the investment in Minto against the non-monetary assets acquired and recognition of goodwill. Pembridge has made an initial estimate of the fair value of certain assets and liabilities acquired, but will need to fully determine the fair value of the net assets acquired pursuant to the Minto acquisition within 12 months of the acquisition date in accordance with IFRS 3. This process, known as a purchase price allocation exercise may result in changes to the amounts shown above for assets, liabilities and goodwill, which may be material. The purchase price allocation process will require a valuation of identifiable intangible assets acquired.

7. BORROWINGS

The Company and Copper Holdings, LLC, a New York based private equity group and Cedro Holdings I, LLC, an entity managed by Lion Point Capital, L.P. (together, the ''Investor Consortium'') entered into the Investor Consortium Financing Agreement on 3 June 2019, pursuant to which the Investor Consortium advanced $10 million to Minto to finance the recommencement of operations. The Investor Consortium shall be entitled to be repaid from all free cash-flows and realisations arising from Minto until the holders of the loan note (i.e., the Investment Consortium, their assignors and successors) have received US$10,000,000 plus interest at a rate of 8% per annum. The Investor Consortium have been granted security over the assets of Minto until such time as the holders of the loan note have been repaid.

8. EVENTS SUBSEQUENT TO THE REPORTING DATE

On 19 September 2019, the Company announced the appointment of Gati Al-Jebouri as CEO and Chairman of the Board. On the same date the following changes also occurred: David Linsley resigned from his directorship and position as Chief Executive Officer; and Francis 'Frank' McAllister stepped down as Non-Executive Chairman, but remains as a Non-Executive Director.