TIDMPERE
RNS Number : 3242T
Pembridge Resources plc
24 November 2021
24 November 2021
Minto Completes Reverse Take-Over Transaction
London, United Kingdom - Pembridge Resources plc (LSE: PERE)
("Pembridge" or the "Company") is pleased to announce that the
previously announced "reverse take-over" (the "RTO") of 1246778 B.C
Ltd. ("778") by Minto Explorations Ltd. to form Minto Metals Corp.
("Minto Metals" or the " Resulting Issuer") has now completed.
It is anticipated that the Minto Metals shares will commence
trading on TSXV under the symbol "MNTO" on 29 November 2021 or
earlier, subject to the Exchange providing final approval of the
listing of the Resulting Issuer Shares.
As a result of the RTO, Minto Metals is now the 100% owner of
the Minto mine and the recipient of C$31 million of new equity from
the recent capital raise. A listing statement in respect of Minto
Metals has been prepared in accordance with the requirements of the
TSX Venture Exchange ("TSXV") and has been filed under the
Resulting Issuer's issuer profile on SEDAR at www.sedar.com.
As a result of Pembridge's participation in the capital raise,
Pembridge holds 11.2% of Minto Metals. The valuation of Minto
Metals based on the subscription price of C$2.60 per share is
C$187.1 million. Therefore, Pembridge's holding of 11.2% will
equate to C$20.1 million (GBP12.3m at an exchange rate of
GBP1:C$1.70) , which is equal to GBP0.138 per undiluted Pembridge
share based on the Company's issued share capital of 88,965,516
shares. If all existing options and the conversion rights of the
recently issued convertible loan notes were exercised, the Company
would have 122,220,856 issued shares.
Pembridge will continue to retain an active management role in
Minto Metals and Chairman and CEO, Gati Al-Jebouri, is now a
director of Minto Metals and chairman of its Audit Committee.
The full text of Minto Metals Corp 's own announcement
follows.
Gati Al-Jebouri, Chief Executive Officer and Chairman of the
Board of Pembridge said:
"This process has been complex, comprising several steps, and we
are very pleased that we now have the RTO that formed Minto Metals
Corp complete and its listing on TSXV imminent. We are proud to
have been part of re-starting the Minto mine and this new structure
is what the mine needs to continue its development. When the Minto
Metals shares are traded on TSXV, we hope that the market will
recognise the value of Pembridge's holding."
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
MINTO METALS CORP. ANNOUNCES COMPLETION OF REVERSE TAKE-OVER AND
RTO FINANCING
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 19, 2021 - Minto Metals Corp.
("Minto" or the "Resulting Issuer") is pleased to announce the
completion of the previously announced "reverse take-over" (the
"RTO") of 1246778 B.C. Ltd ("778") by Minto Explorations Ltd.
("Minto Explorations"), whereby Minto Explorations and 778
amalgamated pursuant to an amended and restated amalgamation
agreement dated November 5, 2021 between Minto Explorations and 778
(the "Amalgamation Agreement").
A listing statement in respect of the Resulting Issuer has been
prepared in accordance with the requirements of the Exchange and
has been filed under the Resulting Issuer's issuer profile on SEDAR
at www.sedar.com. It is anticipated that the Resulting Issuer
Shares will commence trading on the Exchange under the symbol
"MNTO" on or about November 25, 2021, subject to the Exchange
providing final approval of the listing of the Resulting Issuer
Shares.
Consolidations
Prior to the completion of the RTO: (i) 778 completed a
consolidation of the common shares of 778 at a ratio of one
post-consolidation share of 778 ("Consolidated 778 Share") for
every 9.4 pre-consolidation shares of 778 (the "778
Consolidation"); and (ii) Minto Explorations completed a
consolidation on the ratio of one post-consolidation share
("Consolidated Minto Share") for every 12 pre-consolidation shares
(the "Minto Consolidation").
RTO Financing
As previously announced, on September 21, 2021 and October 22,
2021, 778 completed the closing of the first and second tranche,
respectively, of the private placement of subscription receipts of
778 (the "Subscription Receipts") at a price of $2.60 per
Subscription Receipt, for aggregate gross proceeds of
$16,387,477.60 (the "Subscription Receipt Offering). Immediately
prior to the completion of the RTO, the net proceeds from the sale
of the Subscription Receipt Offering were released from escrow to
778 and each Subscription Receipt was converted into one
Consolidated 778 Share, resulting in the issuance of 6,302,876 778
Consolidated 778 Shares.
In addition, immediately prior to the closing of the RTO: (i)
778 issued Consolidated 778 Shares to certain subscribers at a
price of $2.60 per share for total gross proceeds of $8,249,997.60
(the "778 Non-Brokered Common Share Offering"); and (ii) Minto
Explorations issued Consolidated Minto Shares, issued as
"flow-through shares" as defined in subsection 66(15) of the Canada
Income Tax Act, 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 Subscription Receipt Offering and the 778
Non-Brokered Common Share Offering, the "RTO Financing"). In total,
778 and Minto raised aggregate gross proceeds of $31,033,230.80
under the RTO Financing.
The brokered portion of the RTO Offering was conducted in
accordance with an agency agreement dated September 21, 2021, as
amended from time to time (the "Agency Agreement"), which has been
entered into between 778, 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"). A copy of the Agency Agreement
has been filed on 778's issuer profile on SEDAR at
www.sedar.com.
It is anticipated that 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. Although the Resulting
Issuer intends to use the proceeds of the RTO Financing as
described above, there may be circumstances where, for sound
business reasons, a reallocation of funds may be necessary for the
Resulting Issuer to achieve its objectives or to pursue other
opportunities that management believes are in the interests of the
Resulting Issuer.
Summary of the RTO
Pursuant to the Amalgamation Agreement, 778 and Minto
Explorations amalgamated resulting in: (a) each shareholder of
Minto receiving one Resulting Issuer Share in exchange for each
Consolidated Minto Share held by such holder and the Consolidated
Minto Shares being cancelled; (b) each shareholder of 778 receiving
one Resulting Issuer Share in exchange for each Consolidated 778
Share held by such holder and the Consolidated 778 Shares being
cancelled; (c) the resulting amalgamated entity was named "Minto
Metals Corp."; (d) new corporate governance policies were adopted
by the Resulting Issuer; and (f) the current directors and officers
of 778 resigned and the Resulting Issuer reconstituted the board of
directors and management, as set out below.
Following the RTO, the prior shareholders of Minto Explorations
now collectively exercise control over the Resulting Issuer. The
former shareholders of Minto Explorations (not including the
shareholders who acquired Consolidated Minto Shares pursuant to the
Flow-Through Offering) received an aggregate of 60,228,863
Resulting Issuer Shares, representing 83% of the issued and
outstanding Resulting Issuer Shares.
Minto has 72,491,851 Resulting Issuer Shares outstanding
following the completion of the RTO, the 778 Consolidation, the
Minto Consolidation and the conversion of the Subscription Receipts
issued pursuant to the Offering.
Certain Resulting Issuer Shares issued pursuant to the RTO are
subject to restrictions on resale or escrow under the policies of
the Exchange and contractual lock-up agreements with the agents
involved in the RTO Financing. including the securities to be
issued to "Principals" (as defined under Exchange policies), which
will be subject to the escrow requirements of the Exchange
New Management and Board of Directors
Pursuant to the Amalgamation Agreement, the Resulting Issuer's
board of directors has been reconstituted to include Mr. Greg
McKnight, Mr. Gati Al-Jebouri, Mr. Irshad Karim, Mrs. Edie
Hofmeister, Mr. Joe Phillips, Mr. Lazaros Nikeas and Mr. Derek
White. Management of the Resulting Issuer is led by Mr. Chris
Stewart (President & Chief Executive Officer) and Mr. David
Birch (Chief Financial Officer and Corporate Secretary).
Please see below for a brief biography of each new director and
officer:
R. Greg McKnight, Chairman
Greg McKnight has over 30 years of mining focused investment
banking and corporate experience. He is currently the Co-Chairman
of Northstar Gold Corp., a junior exploration company focused in
north eastern Ontario. For 15 years ending December 2018, he was
the Executive Vice President, Business Development at Yamana Gold
Inc. ("Yamana") where he helped grow the business from a junior
gold producer to a senior gold and copper mining company with
operations spanning multiple jurisdictions. During the year prior
to joining Yamana, Mr. McKnight was instrumental in his capacity as
an investment banker in structuring the reverse takeover
transaction and raising the equity for Yamana that enabled the
Company to recapitalize and re-position itself as a gold production
company. Mr. McKnight holds a Bachelor of Commerce degree from the
University of Toronto and a Masters of Business Administration from
the Ivey School of Business at the University of Western Ontario.
He also earned his ICD.D designation from the Canadian Institute of
Corporate Directors in early 2021.
Gati Al-Jebouri, Director
Gati Al-Jebouri has 30 years of international operations and
trading experience in the natural resources sector. He has been a
non-executive director of Pembridge since September 2017. Prior to
that Mr. Al-Jebouri worked at LUKOIL where he was Managing Director
of their 400,000 barrel per day Middle East Upstream operations.
Before LUKOIL, Mr. Al-Jebouri was CFO and latterly CEO of LITASCO
(LUKOIL International Trading and Supply Company). Prior to LUKOIL,
Mr. Al-Jebouri was Deputy Minister of Energy for Bulgaria and
Bulgaria's First Deputy Minister of Finance. He has a Civil
Engineering degree from the University of Bristol and is a
Chartered Accountant.
Irshad Karim, Director
Irshad Karim has over 35 years of experience as a corporate
lawyer. He has served as the General Counsel and Chief Compliance
Officer at Lion Point Capital, an SEC-registered investment adviser
in New York, since 2015. Before joining Lion Point Capital, Irshad
was General Counsel and Chief Compliance Officer for several hedge
funds over the prior decade. He previously spent 10 years at
JPMorgan and over 4 years at Credit Suisse where he had legal and
compliance responsibilities for a variety of businesses, including
debt and equity capital markets, sales and trading, investment
banking, and alternative assets. Irshad started his career in
private practice at Cravath, Swaine & Moore and Sullivan &
Cromwell. Irshad graduated summa cum laude with a BA from New York
University, and cum laude with a JD from Harvard Law School. Irshad
is licensed to practice law in New York.
Edie Hofmeister, Director
Edie Hofmeister has worked as an advocate for extractive
companies for seventeen years. She holds advanced degrees in law
and international relations. Most recently she served as EVP
Corporate Affairs and General Counsel of Tahoe Resources where she
headed the Legal, Sustainability and Government Affairs
Departments. Since 2006 Edie has worked alongside rural and
indigenous communities in India, Peru, Guatemala and Canada to
enhance food, work and water security. She serves as the Vice Chair
of the International Bar Association's Business and Human Rights
Committee, an advocacy group that seeks to promote high ESG
standards in business.
Joe Phillips, Director
Joe Phillips is a senior mining executive with 48 years of
experience in the construction, commissioning and operation of
mining projects in 13 countries (7 in Latin America) in 5
continents. Over his career he has directed the construction,
commissioning and operation of 11 plants and mining operations, all
of which met or exceeded their designed capacities. Mr. Phillips
has held senior positions in US and Canadian mining companies
including COO and Chairman of the Board of Lydian Resources,
Armenia, Chief Development Officer of Coeur Mining, COO of Silver
Standard Resources, and Senior VP Development for Pan American
Silver Corp. Mr. Phillips is a non-practicing Registered
Professional Mining Engineer, graduating from the Colorado School
of Mines ("CSM"), and with graduate studies in Engineering
Management at the University of South Florida. Mr. Phillips'
experience includes the mining of several different minerals
including coal, phosphate rock, gold, silver, zinc, copper,
limestone, clay and aggregates. He has held Directorships in the
Chambers of Mines in three countries including Chile, Mexico and
Ghana, Africa
Lazaros Nikeas, Director
Lazaros Nikeas has more than 20 years of strategy and capital
markets advisory for resource, chemicals and industrial companies,
with over US$25B of M&A transactions completed. He is currently
a Principal Investment Manager of Weston Energy LLC, a Yorktown
Partners LLC portfolio company with investments in energy minerals
assets. Prior to that, he was a partner of Traxys Capital Partners,
a private equity firm backed by The Carlyle Group. Previously he
was the Head of North American Advisory for materials and mining
for BNP Paribas, Partner with Hill Street Capital and M&A
analyst for Morgan Stanley.
Derek White, Director
Derek White has over 33 years of experience in the mining and
metals industry. He holds an undergraduate degree in Geological
Engineering from the University of British Columbia and is a
Chartered Accountant. He is currently President & CEO of Ascot
Resources Ltd. ("Ascot"). Prior to joining Ascot Mr. White, was the
Principal of Traxys Capital Partners LLP, a private equity firm
specializing in the mining and minerals sectors. Mr. White was
President and CEO of KGHM International Ltd. from 2012 to 2015, and
held the positions of Executive Vice President, Business
Development and Chief Financial Officer of Quadra FNX Mining Ltd.
from 2004 to 2012. Mr. White has held executive positions with
International Vision Direct Ltd., BHP-Billiton Plc, Billiton
International Metals BV and Impala Platinum Ltd., in Vancouver,
Toronto, London, The Hague, and Johannesburg. Mr. White is also an
ICSA Accredited Director.
Chris Stewart, President & Chief Executive Officer
Chris Stewart is a Professional Engineer with over 27 years of
management, operational and technical experience in the mining
industry. Chris has worked for the first 14 years of his career
with DMC Mining building, expanding and operating various mine
operations across Canada and the USA and for the past 13 years, he
has worked for several mining companies. Chris holds a Bachelor of
Science in Mining Engineering from Queen's University. Prior to
joining Minto Exploration, Chris was President & COO for McEwen
Mining, a precious metals producer with operations in Canada, USA,
Mexico and Argentina. Prior to that, he held various senior roles
including President & CEO for Treasury Metals, Vice President
of Operations for Kirkland Lake Gold, President & CEO of
Liberty Mines, BHP Billiton, Lake Shore Gold Corporation and DMC
Mining Services.
David Birch, Chief Financial Officer & Corporate
Secretary
David Birch has over 20 years of senior financial management
experience at publicly traded, enterprise-level companies. Prior to
joining Minto, David worked at Waterloo Brewing Ltd. as Chief
Financial Officer & Secretary from January 2018 to July 2021.
Prior thereto, David served as CFO for Liberty Mines along with
serving at Anheuser Busch InBev in senior financial roles including
Vice President, Commercial Finance, and Director of Finance. David
is a Chartered Professional Accountant (CPA-CMA) and has earned a
Bachelor's Degree in Economics from York University.
About Minto Metals Corp.
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 Metals Corp.
Chris Stewart, P.Eng.
President & CEO
cstewart@mintomine.com
tel: 647-523-6618
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.
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.
Forward-Looking Information
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of
historical fact, are forward-looking statements 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 "anticipated" 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
statements. In this news release, forward-looking statements
relate, among other things, to: (a) timing and listing of the
Resulting Issuer Shares on the Exchange, (b) the use of proceeds
from the RTO Financing, and (c) details with respect to the
business of the Resulting Issuer. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown
risks, uncertainties, and other factors, which may cause the actual
results and future events to differ materially from those expressed
or implied by such forward-looking statements. Such factors
include, but are not limited to: general business, economic,
competitive, political and social uncertainties; the delay or
failure to receive board, shareholder, court or regulatory
approvals; the supply and demand for labour and other project
inputs; changes in commodity prices; changes in interest and
currency exchange rates; risks relating to inaccurate geological
and engineering assumptions; risks relating to unanticipated
operational difficulties (including failure of equipment or
processes to operate in accordance with specifications or
expectations, cost escalation, unavailability of materials and
equipment, government action or delays in the receipt of government
approvals, industrial disturbances or other job action, and
unanticipated events related to health, safety and environmental
matters); risks relating to adverse weather conditions; political
risk and social unrest; changes in general economic conditions or
conditions in the financial markets; changes in laws; risks related
to the direct and indirect impact of COVID-19 including, but not
limited to, its impact on general economic conditions, and the
ability to obtain financing as required; and other risk factors as
detailed from time to time. There can be no assurance that such
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
the forward-looking statements and information contained in this
news release. Except as required by law, the Resulting Issuer
assumes no obligation to update the forward-looking statements of
beliefs, opinions, projections, or other factors, should they
change, except as required by law. The statements in this news
release are made as of the date of this release.
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END
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