PERE.L Regulatory News (PERE)

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 £1 - $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

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THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (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 RECOMMENDATION 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 AMENDED) (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.

ENDS

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