TIDMPERE
RNS Number : 1291C
Pembridge Resources plc
16 June 2021
16 June 2021
Minto Goes Public
London, United Kingdom - Pembridge Resources plc (LSE: PERE)
("Pembridge" or the "Company") is pleased to announce that the
Board of Directors of Minto Explorations Limited ("Minto") have
entered into a series of agreements that will see Minto go public
by way of a "reverse take-over" of 778 (the "RTO") under the
policies of the TSX Venture Exchange (the "Exchange" or the
"TSXV"), as more particularly described in this news release , and
concurrently therewith, to raise up to CAD$45 million from a
private placement of subscription receipts (the "Private
Placement").
Highlights
-- Minto has appointed Stifel GMP and Raymond James Ltd.
(together with Stifel GMP, the "Co-Lead Agents") to advise on the
listing and capital raise
-- Minto has appointed Borden Ladner Gervais LLP to act as legal
advisors on the listing and capital raise
-- Minto has entered into an agreement to complete a Reverse
Take Over ("RTO") to form the listed issuer ("PublicCo"), which
will be renamed Minto Metals Corp. ("Minto Metals"), and will file
an application to the TSXV to list the shares of PublicCo on the
TSXV
-- Minto will seek to raise new capital in the amount of up to CAD$45 million.
-- In addition to the CAD$45 million, Minto has granted to the
Agents an option to increase the size of the Offering by up to
CAD$6.75 million
-- Capital raised will fund operational improvements, exploration and working capital
-- Offering is expected to close in July 2021
-- Pembridge's Chairman and CEO is a proposed director of the
PublicCo following completion of the RTO
Further details of the listing are provided in Minto's own
announcement, which is linked below.
http://www.rns-pdf.londonstockexchange.com/rns/1291C_1-2021-6-16.pdf
Gati Al-Jebouri, Chief Executive Officer and Chairman of the
Board of Pembridge said:
"This go-public RTO represents the next chapter in the Minto
story and an opportunity for new investors to get involved in a
growing business. Minto's value has been shown by the recently
published NI 43-101 Preliminary Economic Assessment Technical
Report, which confirms an 8 year life of mine with potential for
further extension. At current copper prices the economic model
prepared as part of the NI 43-101 PEA, supports the expected market
capitalization of Minto Metals of more than CAD$200 million after
the capital raise. Good progress has already been made at Minto and
the RTO and associated Minto capital raise will help achieve the
further expansion of the mine life, thus revealing the full value
of the mine. I strongly believe having 100% of the Minto mine
listed on a public exchange should help remove the current
disconnect between the Pembridge share price and the materially
higher underlying value of Minto."
Listing on TSXV
Minto restarted operations at the Minto mine in October 2019 and
has now demonstrated, through the production of copper, gold and
silver and exploration on the Minto site, that the mine is
commercially viable. To help fund its continuing development, Minto
has decided to proceed with the Private Placement, and to complete
the RTO and apply to list the shares of the Resulting Issuer on the
TSXV.
The listing on the TSXV is to be achieved via an RTO with a
publicly listed corporation 1246778 B.C. Ltd, which is a reporting
issuer in Canada ("Shellco"), pursuant to which each shareholder of
Minto will receive shares of the entity resulting therefrom (the
"Resulting Issuer"), which Minto and Shellco will apply to have
listed on the TSXV. Following completion of the RTO, the Resulting
Issuer will own 100% of the copper producing Minto mine.
The completion of the RTO is subject to, among other things,
completion of the Private Placement for aggregate gross proceeds of
not less than CAD$40 million, Minto owning all of the rights and
interests in and to the Minto mine, Minto having entered into an
agreement with Pembridge to provide for the continuation of all of
Minto's existing payment, assumption and indemnity obligations in
favour of Pembridge, the Resulting Issuer meeting the requirements
of the TSXV for a Tier 1 mining issuer and the TSXV issuing
conditional acceptance, subject to customary conditions of closing,
for the listing of the shares of the Resulting Issuer Shares, and
each of the parties obtaining all necessary board, shareholder and
regulatory approvals, including the conditional approval of the
TSXV, and other standard closing conditions.
When the RTO is complete, the existing structure whereby
Pembridge holds all of the voting shares in Minto will be replaced
in a share-for-share exchange whereby all existing Minto
shareholders will receive voting shares in PublicCo. This will not
affect Pembridge's economic interest in Minto prior to the new
capital raise but does mean that Pembridge will no longer treat
Minto as a subsidiary in its consolidated financial statements.
The Private Placement is expected to close in July 2021 and the
RTO is expected to be completed in the third quarter of 2021 and
final application for the listing of the Resulting Issuer shares on
the TSXV will be submitted immediately thereafter. The common
shares of the Resulting Issuer will commence trading shortly after
the application has been approved.
Capital Raise
The Resulting Issuer will raise capital via a "best-efforts"
Private Placement of Subscription Receipts for up to CAD$45 million
at an indicative pricing range of CAD$2.60 to CAD$2.80 per
Subscription Receipts, implying a pre-money market capitalization
for Minto Metals of approximately CAD$157 million to CAD$170
million. Each Subscription Receipt will entitle the holder thereof
to receive upon the completion of the RTO, without any further
action and without payment of additional consideration, and subject
to adjustments in certain circumstances, one common share of the
Resulting Issuer (or such other combination of securities of the
Company as the parties shall agree).
Pembridge intends to participate in the Private Placement with
the aim of attaining an equity ownership in PublicCo of
approximately 11%, in-line with its current economic interest in
Minto.
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
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END
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June 16, 2021 07:50 ET (11:50 GMT)
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