TIDMPERE
RNS Number : 6348R
Pembridge Resources plc
08 November 2021
8 November 2021
Minto Moves Forward with RTO Transaction
London, United Kingdom - Pembridge Resources plc (LSE: PERE)
("Pembridge" or the "Company") is pleased to announce that Minto
Explorations Ltd. ("Minto") and 1246778 B.C. Limited ("778") have
entered into an Amended and Restated Amalgamation Agreement.
The Amended and Restated Amalgamation Agreement now agreed
between Minto and 778 reflects certain changes since the original
amalgamation agreement dated 14 June 2021 in relation to the
Reverse Take-Over ("RTO") of 778 by Minto, which will form a
resulting issuer to be named Minto Metals Corp. The main change is
that Minto will implement a share consolidation on a ratio of one
post-consolidation share to every 12 pre-consolidation shares.
The RTO is intended to be completed immediately prior to the
listing of the resulting issuer, Minto Metals Corp, which is
subject to the TSXV's acceptance of the listing application
prepared in connection with the RTO. Minto and 778 have now
submitted the listing application to the Toronto Stock Exchange
(TSXV).
The associated capital raise, on which Pembridge previously
updated the markets on 22 September 2021, has now closed a second
tranche. In addition to C$16.4 million of proceeds now raised, a
further C$14.6 million has been committed, to complete on
completion of the RTO, giving aggregate proceeds of C$31.0
million.
The full text of Minto's and 778's own joint announcement
follows.
Gati Al-Jebouri, Chief Executive Officer and Chairman of the
Board of Pembridge said:
"This RTO process is complex but crucial to the future
development of Minto and we are very pleased to see this progress
towards its completion."
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
1246778 B.C. LTD. AND MINTO EXPLORATONS LTD. ANNOUNCE CLOSING OF
SECOND TRANCHE OF SUBSCRIPTION RECEIPT FINANCING AND THE ENTERING
INTO OF AN AMED AND RESTATED AMALGAMATION AGREEMENT
Not for distribution to U.S. Newswire Services or for
dissemination in the United States of America. Any failure to
comply with this restriction may constitute a violation of U.S.
Securities laws.
Toronto, Ontario - November 8, 2021 - 1246778 B.C. Ltd. (the
"Corporation" or "778") and Minto Explorations Ltd. ("Minto") are
pleased to announce that they have entered into an Amended and
Restated Amalgamation Agreement (as defined herein) and that 778
has completed the closing of the second and final tranche of the
previously announced private placement of Subscription Receipts (as
defined herein) (the "Offering"). The second tranche of
Subscription Receipts was completed on a joint non-brokered and
brokered basis for gross proceeds of $1,156,838.80. In addition to
the gross proceeds of $15,230,638.80 raised under the first tranche
closing of Subscription Receipts, the Corporation and Minto have
received commitments for an additional $14,645,753.20 in
subscriptions under the 778 Non-Brokered Common Share Offering (as
defined herein) and Flow-Through Offering (as defined herein),
which, together with the gross proceeds of $1,156,838.80 raised
under the second tranche of the Offering, results in aggregate
proceeds of $31,033,230.80. The Flow Through Offering and 778
Non-Brokered Common Share Offering for aggregate gross proceeds of
$14,645,753.20 are expected to be completed on the same date as the
completion of the RTO (as defined herein).
The Offering, the Flow Through Offering and the 778 Non-Brokered
Common Share Offering are all being completed in connection with
the previously announced "reverse take-over" of 778 by Minto (the
"RTO"), whereby 778 and Minto will amalgamate to form an entity to
be named "Minto Metals Corp." (the "Resulting Issuer"). The RTO is
intended to be completed immediately prior to the listing of the
common shares of the Resulting Issuer on the TSX Venture Exchange
(the "Exchange"), which is subject to the Exchange's acceptance of
the listing application prepared in connection with the RTO.
The brokered portion of the Offering is being conducted in
accordance with an agency agreement dated September 21, 2021 (the
"Agency Agreement"), which has been entered into between the
Corporation, Minto, Stifel GMP, Raymond James Ltd. (together with
Stifel GMP, the "Co-Lead Agents"), Haywood Securities Inc. and
Echelon Wealth Partners Inc. (collectively with the Co-Lead Agents,
the "Agents"). Pursuant to the Agency Agreement, the Agents have
agreed to sell, on a "best efforts" private placement basis,
subscription receipts of 778 (the "Subscription Receipts") at a
price of C$2.60 per Subscription Receipt (the "Offering Price") for
aggregate minimum gross proceeds of $30,000,000 when combined with
the gross proceeds from the Flow-Through Offering and 778
Non-Brokered Common Share Offering. A copy of the Agency Agreement
will be filed on 778's issuer profile on SEDAR at www.sedar.com
.
The Subscription Receipts have been created and issued pursuant
to the terms of a subscription receipt agreement (the "Subscription
Receipt Agreement") dated September 21, 2021 among the Co-Lead
Agents, Minto, 778 and TSX Trust Company (the "Subscription Receipt
Agent"), a copy of which has been filed on 778's issuer profile on
SEDAR at www.sedar.com . Each Subscription Receipt will be
automatically converted, for no additional consideration or further
action by the holder thereof, into one common share of 778 (each a
"778 Common Share"), subject to adjustment in certain events,
immediately before the completion of the RTO, upon the satisfaction
or waiver of the Escrow Release Conditions (as defined in the
Subscription Receipt Agreement), including that all conditions
precedent to the RTO have been satisfied at or before 5:00 p.m.
(Toronto time) on the date that is 120 days after the closing date
of the Offering (the "Escrow Release Deadline"). As part of the
RTO, the 778 Common Shares will be exchanged on a one-for-one basis
for common shares of the Resulting Issuer ("Resulting Issuer
Shares").
The aggregate gross proceeds of the Offering, less 20% of the
cash commission payable to the Agents pursuant to the Agency
Agreement and the Agents' expenses, have been deposited in escrow
with the Subscription Receipt Agent pending satisfaction or waiver
of the Escrow Release Conditions, in accordance with the provisions
of the Subscription Receipt Agreement. If: (i) the Escrow Release
Conditions are not satisfied at or before the Escrow Release
Deadline, (ii) the Amalgamation Agreement (as defined in the
Subscription Receipt Agreement) entered into in connection with the
RTO is terminated, or (iii) a Termination Notice (as defined in the
Subscription Receipt Agreement) is delivered to the Subscription
Receipt Agent prior to the Escrow Release Deadline, each of the
then issued and outstanding Subscription Receipts will be cancelled
and the Subscription Receipt Agent will return to each holder of
Subscription Receipts an amount equal to the aggregate Offering
Price of the Subscription Receipts held by such holder plus an
amount equal to the holder's pro rata share of any interest or
other income earned on the escrowed funds (less applicable
withholding tax, if any). To the extent that the escrowed funds are
insufficient to refund such amounts to each holder of Subscription
Receipts, 778 and/or Minto shall be liable for and will contribute
such amounts as are necessary to satisfy the shortfall.
In connection with the RTO: (i) the Corporation also intends to
issue post-Consolidation (as defined in the Agency Agreement) 778
Common Shares to certain subscribers at a price of $2.60 per 778
Common Share for total gross proceeds of $8,249,997.60 (the "778
Non-Brokered Common Share Offering"); and (ii) there will be an
issuance of "flow-through shares" as defined in subsection 66(15)
of the Tax Act (as defined in the Agency Agreement) (the "Minto
Flow-Through Shares") at a price of $2.60 per Minto Flow-Through
Share for total gross proceeds of $6,395,755.60, subject to the
terms and conditions of the Agency Agreement (the "Flow-Through
Offering", and together with the Offering and the 778 Non-Brokered
Common Share Offering, the "RTO Financing"). The Flow-Through
Offering and the 778 Non-Brokered Common Share Offering are
anticipated to occur concurrently with the closing of the RTO.
The net proceeds of the RTO Financing will be used by the
Resulting Issuer to fund operational improvements at the Minto mine
property, near-mine exploration activities and for general
corporate purposes including working capital following completion
of the RTO.
In order to reflect certain changes to the RTO since the
entering into of the previously announced amalgamation agreement
between 778 and Minto dated June 14, 2021 (the "Amalgamation
Agreement"), 778 and Minto have entered into an amended and
restated amalgamation agreement dated November 5, 2021 (the
"Amended and Restated Amalgamation Agreement"), pursuant to which
Minto will take all necessary steps to give effect to, and to
implement, a consolidation of the common shares of Minto on the
ratio of one post-consolidation share for every 12
pre-consolidation shares (the "Minto Consolidation") prior to the
completion of the RTO. The term and condition to complete the Minto
Consolidation is in addition to all original terms and conditions
agreed to by 778 and Minto in the Amalgamation Agreement. A copy of
the Amended and Restated Amalgamation Agreement will be filed on
778's issuer profile on SEDAR at www.sedar.com .
Not for distribution to U.S. news wire services or for
dissemination in the United States.
The securities under the RTO Financing have not been, and will
not be, registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"), or the securities laws of
any state of the United States and may not be offered, sold or
delivered, directly or indirectly, in the United States or to, or
for the account of benefit of, U.S. Persons (as such term is
defined in Regulation S under the U.S. Securities Act), except
pursuant to an exemption from the registration requirements of the
U.S. Securities Act and applicable state securities laws. This news
release does not constitute an offer to sell or solicitation of an
offer to buy any of these securities in any jurisdiction in which
the offering or sale is not permitted.
About Minto Explorations Ltd.
Minto operates the producing Minto mine located in the Minto
Copper Belt, Yukon. The Minto mine has been in operation since 2007
with underground mining commencing in 2014. Since 2007,
approximately 475Mlbs of copper have been produced from the Minto
mine. The current mine operations are based on underground mining,
a process plant to produce high-grade copper, gold and silver
concentrate and all supporting infrastructure associated with a
remote location in Yukon. The Minto property is located west of the
Yukon River, about 20 km WNW of Minto Landing, the latter on the
east side of the river, and approximately 250 road-km north of the
City of Whitehorse, the capital city of Yukon.
For further information, please contact Minto Explorations
Ltd:
Chris Stewart, P.Eng.
President & CEO
cstewart@mintomine.com
tel: 647-523-6618
About 778
778 is a company formed pursuant to the laws of British Columbia
and is a reporting issuer in the Provinces of Alberta and British
Columbia. 778 currently has issued and outstanding 3,000,000 778
Common Shares and 75,000 incentive stock options to acquire 75,000
778 Common Shares at a price of $0.10 per 778 Common Share which
options shall be exercised prior to completion of the RTO.
For further information, please contact 1246779 B.C. Ltd.:
James Ward, Director
Phone: (416) 897-2359
Email: james@wardfinancial.ca
Cautionary Statements
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
Completion of the RTO is subject to a number of conditions,
including but not limited to, Exchange acceptance and receipt of
all required shareholder approvals. There can be no assurance that
the RTO will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the listing
application to be prepared in connection with the RTO, any
information released or received with respect to the RTO may not be
accurate or complete and should not be relied upon.
The Exchange has in no way passed upon the merits of the RTO and
has neither approved nor disapproved the contents of this news
release.
All information contained in this news release with respect to
778 and Minto was supplied by the parties, respectively, for
inclusion herein, and 778 and its directors and officers have
relied on Minto for any information concerning such party.
Forward-Looking Information
This news release contains "forward-looking information" within
the meaning of applicable securities laws relating to the RTO, the
RTO Financing and associated transactions . All statements, other
than statements of historical fact, are forward-looking information
and are based on expectations, estimates and projections as at the
date of this news release. Any statement that involves discussions
with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions, future events or performance
(often but not always using phrases such as "expects", or "does not
expect", "is expected", "anticipates" or "does not anticipate",
"plans", "budget", "scheduled", "forecasts", "estimates",
"believes" or "intends" or variations of such words and phrases or
stating that certain actions, events or results "may" or "could",
"would", "might " or "will" be taken to occur or be achieved) are
not statements of historical fact and may be forward-looking
information. Although the Corporation believes in light of the
experience of its officers and directors, current conditions and
expected future developments and other factors that have been
considered appropriate that the expectations reflected in this
forward-looking information are reasonable, undue reliance should
not be placed on them because the Corporation can give no assurance
that they will prove to be correct. Readers are cautioned to not
place undue reliance on forward-looking information. Actual results
and developments may differ materially from those that are
currently contemplated by these statements depending on, among
other things, the risks that the parties will not proceed with or
complete the RTO, the RTO Financing and associated transactions and
that the RTO, the RTO Financing and associated transactions will
not be successfully completed for any reason (including the failure
to obtain the required approvals or clearances from regulatory
authorities). The statements in this news release are made as of
the date of this release. Except as required by law, 778 and Minto
assume no obligation to update the forward-looking
information of beliefs, opinions, projections, or other factors,
should they change, except as required by law.
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END
MSCBPBRTMTAMMFB
(END) Dow Jones Newswires
November 08, 2021 02:57 ET (07:57 GMT)
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