TIDMPERE
RNS Number : 7741Y
Pembridge Resources plc
08 September 2022
8 September 2022
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS AMED BY
REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019/310.
Half Year Results for the six months ended 30 June 2022
London, United Kingdom - Pembridge Resources plc (LSE: PERE)
("Pembridge" or the "Company") is pleased to announce its unaudited
results for the six months ended 30 June 2022 .
Interim results:
The condensed interim financial statements of the Group, as set
out in full below, show a loss for the period of US$3.9m (H1 2021:
loss US$3.8m, full year 2021: profit of US$20.6m ) and net assets
of US$7.3m (30 June 2021: net liabilities US$13.4m, 31 December
2021: net assets US$10.9m). The loss for the period is due
primarily to the mark-to-market revaluation of the investment in
Minto Metals Corp, which gave a non-cash loss of US$3.0m. As at 30
June 2022 the Group had US$0.6m (30 June 2021: US$3.6m (of which
US$0.4m was included in assets held for sale), 31 December 2021:
US$0.3m) in cash reserves. 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 continue in operational
existence for the foreseeable future.
Recent developments:
-- The Company lent a total of CAD 4 million to Minto Metals
Corp ("Minto"), to fund Minto's surety account, during 2019 and
2020. The loan carries interest at 8% and is due to be repaid in
full via quarterly instalments each of CAD 1 million. Two
instalments of CAD 1 million were repaid by Minto in March and June
2022.
-- On 17 January 2022, the Company announced its strategic plans
for the future. Following Minto's listing on the TSXV and C$31
million capital raise in 2021 and the publication of Minto's
updated 43-101 Preliminary Economic Assessment Technical Report,
the Company now believes that Minto is in a robust financial
position and that the Company is now in a position to look for new
projects to invest in. Accordingly, the Company has approved a
strategy of identifying new projects to invest in, that can deliver
further value to its shareholders. The Company sees a number of
opportunities in the de-carbonisation of the energy market. To that
extent it will review a wide range of projects that can range from
mining of commodities related to the de-carbonisation of the energy
market through to renewable energy projects. Since January, the
Directors have focused on identifying suitable projects and
suitable business partners to join with in developing them.
The approved strategy sets out key investment criteria guidance
based on which potential projects are to be evaluated. The Strategy
sets out preference for projects that are in production or close to
production stage and have technical reports confirming resources
and/or reserves. The key investment criteria approved in the
Company's strategy are for equity stakes acquired to be above 10%
in projects with an IRR above 12% and preference for projects with
NPV(8%) above $30 million.
Share options
In recognition for their work in 2021, on 7 September 2022 the
Company granted new share options to its employees as set out
below. These options vest with immediate effect.
Person Number of shares under Exercise price
option
Gati Al-Jebouri 1,000,000 5p
Frank McAllister 250,000 5p
Guy Le Bel 250,000 5p
David James 250,000 5p
Gati Al-Jebouri, Chief Executive Officer and Chairman of the
Board of Pembridge said:
"We are pleased that the Company is now being repaid by Minto
and with the operational progress being made at the Minto mine. The
mark-to-market revaluation of our investment in Minto at the
balance sheet date reflects the recent fall in the copper price but
does not reflect the ongoing exploration work on the Minto site,
which we expect to lead to an increase in the life of the mine. We
remain confident in the prospects for the Minto mine and that it
will give a good return on our investment in the next few
years.
We are also excited by the prospect of expanding our asset
portfolio. The market for energy is growing worldwide and recent
events mean that this is particularly the case in Europe, where
there is also a political as well as social desire to move towards
renewable energy. We are working on identifying projects that are
appropriate for our company and executing them in the near
term."
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 Metals Corp, a British
Columbia incorporated business listed on the TSX Venture Exchange
under the symbol "MNTO" that operates the Minto mine in Yukon,
Canada.
Enquiries:
Pembridge Resources plc: +44 (0) 7905 125740
Gati Al-Jebouri, Chief Executive Officer and Chairman of the
Board
David James, Chief Financial Officer
Tavira Securities - United Kingdom: +44 (0)20 7100 5100
Jonathan Evans
Registered number: 07352056 (England and Wales)
Operations update:
The following is an overview of recent developments.
Minto repayments
The Company lent a total of CAD 4 million to Minto Metals Corp
("Minto"), to fund Minto's surety account, during 2019 and 2020.
The loan carries interest at 8% and is due to be repaid in full via
quarterly instalments each of CAD 1 million. Two instalments of CAD
1 million were repaid by Minto in March and June 2022.
Updated Strategy
On 17 January 2022, the Company announced its strategic plans
for the future. Following Minto's listing on the TSXV and C$31
million capital raise in 2021 and the publication of Minto's
updated 43-101 Preliminary Economic Assessment Technical Report,
the Company now believes that Minto is in a robust financial
position and that the Company is in a position to look for new
projects to invest in. Accordingly, the Company has approved a
strategy of identifying new projects to invest in, that can deliver
further value to its shareholders. The Company see a number of
opportunities in the de-carbonisation of the energy market. To that
extent it will review a wide range of projects that can range from
mining of commodities related to the de-carbonisation of the energy
market through to renewable energy projects. Since January, the
Directors have focused on suitable projects and suitable business
partners to join with in developing them.
The approved strategy sets out key investment criteria guidance
based on which potential projects are to be evaluated. The Strategy
sets out preference for projects that are in production or close to
production stage and have technical reports confirming resources
and/or reserves. The key investment criteria approved in the
Company's strategy are for equity stakes acquired to be above 10%
in projects with IRR above 12% and preference for projects with
NPV(8%) above $30 million.
Changes in group structure
The revised share structure linked to listing Minto Metals Corp
in November 2021 meant that, effective from the year end accounts
to 31 December 2021, Pembridge no longer accounted for Minto as a
subsidiary and, having no subsidiaries as at 31 December 2021,
presented its accounts on a company only basis.
On 6 April 2022, a new subsidiary was formed in Bulgaria, called
Pembridge Resources Bulgaria LLC. This company acts as a regional
office to evaluate possible local projects. It is owned 80% by
Pembridge Resources plc and its results since formation are
included in these half year results. The new subsidiary had one
employee at 30 June 2022.
Changes to Risk in 2022
The Board believes that there has been no material change to the
Group's principal risks and uncertainties, as set out in its 2021
Annual Report, during the year.
Responsibility Statement
We confirm that to the best of our knowledge:
-- The condensed interim financial statements have been prepared
in accordance with International Accounting Standard 34, Interim
Financial Reporting, as contained in UK-adopted IFRS (UK-adopted
international accounting standards);
-- This interim report includes a fair review of the information required by:
o DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the set of
condensed interim financial statements, and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
o DTR 4.2.8R of the Disclosure and Transparency Rules, being
related parties' transactions that have taken place in the first
six months of the current financial year and that have materially
affected the financial position of the Group during that period,
and any changes in the related parties' transactions described in
the last annual report that could do so.
The names and functions of the Directors of Pembridge Resources
plc are as follows:
Gati Al-Jebouri CEO and Chairman of the Board
Frank McAllister Non-executive Director
Guy Le Bel Non-executive Director
On behalf of the Board
Gati Al-Jebouri
CEO & Chairman of the Board
7 September, 2022
Consolidated statement of comprehensive income
for the period 1 January to 30 June 2022
6 months 6 months Year ended
ended ended
30 June 30 June 31 December
2022 2021 2021
Note US$'000 US$'000 US$'000
(unaudited) (unaudited) (audited)
Administrative, legal and
professional expenses (790) (606) (1,186)
Exceptional items
- revaluation of Capstone
liability - (1,429) (1,429)
- payment of Capstone liability
by Minto in March 2021 - - 5,000
- assumption of the Capstone
liability by Minto Metals
Corp - - 15,000
- mark-to-market valuation
of investment in Minto Metals
Corp (3,045) - 3,800
Foreign exchange gain / (loss) 389 (94) 40
Operating profit / (loss) (3,446) (2,129) 21,225
Finance income 126 - 274
Finance cost 4 (562) (360) (919)
Profit / (loss) before taxation (3,882) (2,489) 20,580
Income tax 5 - - -
Profit / (loss) from continuing
operations (3,882) (2,489) 20,580
Profit / (loss) from discontinued
operations 9 - (1,360) -
Loss for the period (3,882) (3,849) 20,580
============ ============ ============
Other comprehensive income
Items that may be reclassified
to profit or loss
Currency translation differences (2) 155 -
Total comprehensive income
for the period (3,884) (3,694) 20,580
============ ============ ============
Profit / (loss) attributable
to non-controlling interest (5) (1,331) -
Profit / (loss) attributable
to equity holders of the
parent (3,877) (2,518) 20,580
----------------------------------- ----- ------------ ------------ ------------
Total comprehensive income
attributable to non-controlling
interest (5) (1,193) -
Total comprehensive income
attributable to equity holders
of the company (3,879) (2,501) 20,580
----------------------------------- ----- ------------ ------------ ------------
6 months 6 months Year ended
ended ended
30 June 30 June 31 December
2022 2021 2021
Note US$'000 US$'000 US$'000
(unaudited) (unaudited) (audited)
Earnings per share attributable
to the equity holders of
the company, expressed in
cents 6
Basic
* Continuing operations (4.1c) (3.1c) 24.4c
* Discontinued operations - (0.1c) -
* Total (4.1c) (3.2c) 24.4c
Diluted
* Continuing operations (4.1c) (3.1c) 19.1c
* Discontinued operations - (0.1c) -
* Total (4.1c) (3.2c) 19.1c
For the periods to 30 June 2021 and to 30 June 2022, the basic
and dilutive loss per share are the same because the effect of the
exercise of share options and warrants would be anti-dilutive.
Consolidated statement of financial position
as at 30 June 2022
30 June 31 December
30 June 2022 2021 202 1
Note US$'000 US$'000 US$'000
(unaudited) (unaudited) (audited)
Assets
Non-current assets
Investments in financial
assets 13,024 - 16,036
Promissory note from Minto
to pay Capstone liability - - 5,000
------------- ------------ ------------
Total non-current assets 13,024 - 21,036
Current assets
Trade and other receivables 2,732 42 4,157
Promissory note from Minto
to pay Capstone liability 5,000 - -
Cash and cash equivalents 575 3,217 280
Assets held for sale 9 - 79,109 -
------------- ------------ ------------
Total current assets 8,307 82,368 4,437
------------- ------------ ------------
Total assets 21,331 82,368 25,473
Non-current liabilities
Borrowings 10 - (8,606) (3,000)
Deferred consideration
due to Capstone - - (5,000)
Total non-current liabilities - (8,606) (8,000)
------------- ------------ ------------
Current liabilities
Trade and other payables (267) (140) (434)
Borrowings 10 (8,733) - (6,145)
Deferred consideration
due to Capstone (5,000) (15,000) -
Liabilities held for sale 9 - (72,070) -
------------- ------------ ------------
Total current liabilities (14,000) (87,210) (6,579)
------------- ------------ ------------
Total liabilities (14,000) (95,816) (14,579)
Net assets / (liabilities) 7,331 (13,448) 10,894
============= ============ ============
Equity
Share capital 7 1,276 1,169 1,212
Share premium 7 10,246 9,839 10,000
Capital redemption reserve 1,011 1,011 1,011
Translation reserve (2) 156 -
Other reserve 293 293 293
Retained deficit (5,499) (28,584) (1,622)
------------- ------------ ------------
Equity attributable to
shareholders of the parent
company 7,325 (16,116) 10,894
Non-controlling interests 12 6 2,668 -
------------- ------------ ------------
Total equity 7,331 (13,448) 10,894
============= ============ ============
Consolidated Statement of changes in equity
for the period 1 January to 30 June 2022
Share Share Capital Translation Retained Total Non-controlling Total
capital premium Redemption / Other deficit interest Equity
Reserve reserve
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Six months to 30
June 2022
At 1 January
2022 1,212 10,000 1,011 293 (1,622) 10,894 - 10,894
Loss for the
period - - - - (3,877) (3,877) (5) (3,882)
Other
comprehensive
income -
exchange
difference on
translation - - - (2) - (2) - (2)
--------- -------- ----------- ------------ --------- --------- ---------------- ---------
Total
comprehensive
income for the
period - - - (2) (3,877) (3.879) (5) (3,884)
--------- -------- ----------- ------------ --------- --------- ---------------- ---------
Proceeds from
shares issued 64 246 - - - 310 11 321
Share-based - - - - - - - -
payments
--------- -------- ----------- ------------ --------- --------- ---------------- ---------
Total
transactions
with owners
recognised
directly in
equity 64 246 - - - 310 11 321
--------- -------- ----------- ------------ --------- --------- ---------------- ---------
At 30 June 2022 1,276 10,246 1,011 291 (5,499) 7,325 6 7,331
========= ======== =========== ============ ========= ========= ================ =========
Year to 31 December
2021
At 1 January
2021 965 9,222 1,011 46 (22,202) (10,958) - (10,958)
Profit for the
period - - - - 20,580 20,580 - 20,580
Other - - - - - - - -
comprehensive
income -
exchange
difference on
translation
--------- -------- ----------- ------------ --------- --------- ---------------- ---------
Total
comprehensive
income for the
period - - - - 20,580 20,580 - 20,580
--------- -------- ----------- ------------ --------- --------- ---------------- ---------
Proceeds from
shares issued 247 789 - - - 1,036 - 1,036
Direct cost of
shares issued - (11) - - - (11) - (11)
Share-based
payments - - - 247 - 247 - 247
Total
transactions
with owners
recognised
directly in
equity 247 778 - 247 - 1,272 - 1,272
--------- -------- ----------- ------------ --------- --------- ---------------- ---------
At 31 December
2021 1,212 10,000 1,011 293 (1,622) 10,894 - 10,894
========= ======== =========== ============ ========= ========= ================ =========
Consolidated Statement of changes in equity (continued)
for the period 1 January to 30 June 2022
Share Share Capital Translation Retained Total Non-controlling Total
capital premium Redemption / Other deficit interest Equity
Reserve reserve
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Six months to 30
June 2021
At 1 January
2021 965 9,222 1,011 185 (30,516) (19,133) 8,311 (10,822)
Loss for the
period - - - - (2,518) (2,518) (1,331) (3,849)
Other
comprehensive
income -
exchange
difference on
translation - - - 17 - 17 138 155
----------- --------- ----------- ------------ --------- --------- ---------------- ---------
Total
comprehensive
income for the
period - - - 17 (2,518) (2,501) (1,193) (3,694)
----------- --------- ----------- ------------ --------- --------- ---------------- ---------
Proceeds from
shares issued 204 617 - - - 821 - 821
Reduction in
Minto
share capital - - - - 4,450 4,450 (4,450) -
Share-based
payments - - - 247 - 247 - 247
----------- --------- ----------- ------------ --------- --------- ---------------- ---------
Total
transactions
with owners
recognised
directly in
equity 204 617 - 247 4,450 5,518 (4,450) 1,068
----------- --------- ----------- ------------ --------- --------- ---------------- ---------
At 30 June 2021 1,169 9,839 1,011 449 (28,584) (16,116) 2,668 (13,448)
=========== ========= =========== ============ ========= ========= ================ =========
The following describes the nature and purpose of each reserve
within equity:
Reserve Description and purpose
Share capital Nominal value of shares issued.
Share premium Amount subscribed for share capital in excess
of nominal value, less share issue costs.
Capital redemption Reserve created on cancellation of deferred shares.
reserve
Other reserve Cumulative fair value of warrants and share options
granted, together with the equity element of the
convertible loan.
Translation reserve Cumulative translation adjustment from retranslation
of group undertakings with functional currencies
other than USD - included with other reserve in
the table above.
Retained deficit Cumulative net gains and losses recognised in
the statement of comprehensive income.
Non-controlling Non-controlling interests represent the portion
interest of the equity of a subsidiary not attributable
either directly or indirectly to the parent company
and are presented separately in the Consolidated
Statement of comprehensive income and within equity
in the Consolidated statement of financial position,
distinguished from parent company shareholders'
equity.
Consolidated Cash flow statement
for the period 1 January to 6 months 6 months Year ended
30 June 2022 ended ended 31
December
30 June 2022 30 June 2021 2021
US$'000 US$'000 US$'000
(unaudited) (unaudited) (audited)
Cash flows from operating activities
Profit / (loss) for the period (3,882) (3,849) 20,580
Adjusted for:
Net finance costs 436 1,555 645
Unrealised FX on debt included
in administrative expenses (657) (104) (31)
Depreciation - 5,192 -
Tax charge / (credit) - (221) -
Share based payments - 247 247
Revaluation of Capstone liability - 1,429 (3,571)
Assumption of the Capstone liability
by Minto Metals Corp - - (15,000)
Mark-to-market valuation of investment
in Minto Metals Corp 3,045 - (3,800)
Movement in fair value of derivatives 167 - (26)
(891) 4,249 (956)
Movements in working capital
(Increase) / decrease in inventories - 2,108 -
(Increase) / decrease in trade
and other receivables 1,525 (5,852) -
Increase / (decrease) in trade
and other payables (520) 1,654 (55)
Net cash generated from / (used
in) operating activities 114 2,159 (1,011)
Cash flows used in investing
activities
Payments into long-term deposits - (1,350) -
Purchase of property, plant and
equipment - (1,766) -
Purchase of investments (33) - (3,034)
Net cash used in investing activities (33) (3,116) (3,034)
Cash flows used in financing
activities
Interest payments - (640) -
Repayment of borrowings (107) (1,377) (20)
Proceeds from borrowings - 8,000 3,304
Lease payments - (2,629) -
Proceeds from issuance of shares 321 821 1,025
Net cash generated from financing
activities 214 4,175 4,309
------------- ------------- -----------
Net increase / (decrease) in
cash and cash equivalents 295 3,218 264
Cash and cash equivalents at
the beginning of the period 280 415 16
Impact of exchange rates on cash
balances - 10 -
------------- ------------- -----------
Cash and cash equivalents at
the end of the period 575 3,643 280
============= ============= ===========
Comprised of:
Cash and cash equivalents at
the end of the period 575 3,217 280
Cash and cash equivalents included
in assets held for sale at the
end of the period - 426 -
------------- ------------- -----------
575 3,643 280
============= ============= ===========
Notes to the condensed consolidated financial statements
for the period 1 January to 30 June 2022
1. NATURE OF OPERATIONS AND GENERAL INFORMATION
The principal activity of Pembridge Resources plc is that of a
mining company. The Company has an investment in 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 38-43 Lincoln's Inn Fields, London WC2A 3PE. 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 2022 comprise the
Company and its subsidiaries (together referred to as the "Group").
At 31 December 2021, the Company did not have any subsidiaries so
the year end accounts prepared to that date were prepared on a
company only basis.
These condensed interim financial statements were approved for
issue by the Board of Directors on 7 September 2022.
These condensed interim financial statements for the six months
ended 30 June 2022 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 UK-adopted
International Accounting Standard 34 'Interim Financial Reporting'
and the Disclosure and Transparency Rules of the UK Financial
Conduct Authority.
These Condensed Group Financial Statements have been prepared
using the same accounting policies as used in the preparation of
the Group's annual financial statements for the year ended 31
December 2021, except for taxes on income in the interim period
which are accrued using the tax rate that would be applicable to
the expected total annual profit or loss. The assessment of the
Group's critical accounting estimates and judgements remain
consistent with the 2021 Annual Report and Financial Statements.
The Group's Annual report and financial statements for the year
ended 31 December 2021 were prepared in accordance with UK-adopted
international accounting standards (IFRS) and the requirements of
the Companies Act 2006.
The Condensed Group Financial Statements do not include all of
the information required for full annual financial statements and
should be read in conjunction with the consolidated financial
statements of the Group for the year ended 31 December 2021. The
financial information presented in this document is unaudited.
The comparative figures for the financial year ended 31 December
2021 are not the Group's statutory accounts for that financial year
but have been extracted from those accounts. Those accounts have
been reported on by the Company's auditor and delivered to
Companies House. The report of the auditor was unqualified, did not
include reference to any matters to which the auditor drew
attention by way of emphasis without qualifying its report and did
not contain a statement under section 498(2) or (3) of the
Companies Act 2006. These sections address whether proper
accounting records have been kept, whether the Company's accounts
are in agreement with those records and whether the auditor has
obtained all the information and explanations necessary for the
purposes of its audit.
2. Basis of preparation (continued)
Basis of consolidation
The Condensed Group Financial Statements incorporate the
financial statements of the Company and entities controlled by the
Company (its "subsidiaries"). Control exists when the Company has
the power to direct the relevant activities of an entity that
significantly affect the entity's return so as to have rights to
the variable return from its activities. In assessing whether
control exists, potential voting rights that are currently
exercisable are taken into account. The results of subsidiaries
acquired or disposed of during the year are included in the
Condensed Group Income Statement from the effective date of
acquisition or up to the effective date of disposal, as
appropriate.
The principal accounting policies applied in the preparation of
these Condensed Group Financial Statements are set out in the
Notes. These policies have been consistently applied to all of the
years presented, unless otherwise stated. Where necessary,
adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with those detailed
herein to ensure that the Condensed Group Financial Statements are
prepared on a consistent basis. All intra-Group transactions,
balances, income and expenses are eliminated on consolidation.
Non-controlling interests in the net assets of consolidated
subsidiaries are identified separately from the Group's interest
therein.
Non-controlling interests consist of the amount of those
interests at the date of the original business combination together
with the non-controlling interests' share of profit or loss and
each component of other comprehensive income less their dividends
since the date of the combination. Their share of comprehensive
income/(loss) is attributed to the non-controlling interests even
if this results in the noncontrolling interests having a deficit
balance.
New and Revised IFRS
Certain new accounting standards and interpretations have been
published that are applicable for periods commencing 1 January 2022
and others that are not mandatory for reporting periods commencing
on 1 January 2022 and have not been early adopted by the Group. The
Group's assessment of the impact of these new standards and
interpretations is that they are not expected to have a significant
impact on the Group's financial position, performance, cash flows
and disclosures.
Going concern
The condensed interim financial statements have been prepared on
a going concern basis, which assumes that the Company will continue
operating in the foreseeable future and will be able to service its
debt obligations, realise its assets and discharge its liabilities
as they fall due.
The Company has a planning, budgeting and forecasting process to
determine the funds required to support their operations and
expansionary plans. The budget for 2022 assumes that Pembridge
starts to receive C$1m quarterly repayments of its C$4m loan from
Minto, the first two of which were received in March and June 2022.
The remaining instalments of C$1m and interest thereon (expected to
be nearly C$1m, to be received in March 2023) will be available to
fund the Company's operating costs, to fund new ventures or to
start repaying the Company's US$5.7m loan (including interest
accrued to 30 June 2022) from Gati Al-Jebouri. Minto's dividend
policy is not controlled by Pembridge, although Pembridge has one
of the seven seats on Minto's Board. However, it is likely that
Minto will start to distribute some of its profits in the future
which would continue the inflow of cash to Pembridge.
Pembridge does not presently plan to sell its 11.2% holding in
Minto, but Minto is now a publicly listed company so this can be
done if necessary to raise funds. A restriction on pre-existing
owners selling shares means that, as at 30 June 2022, Pembridge
could sell only 30% of its shares, but that restriction will lift
in the following stages so that it would be possible to sell
further shares if the cash proceeds were needed.
10% - no restriction
20% - restriction ends 25 May 2022
30% - restriction ends 25 November 2022
40% - restriction ends 25 May 2023
2. Basis of preparation (continued)
Having prepared forecasts based on current resources, assessing
methods of obtaining additional finance and assessing the possible
impact of COVID-19, the Directors believe the Company has
sufficient resources to meet its obligations for a period of 12
months from the date of approval of these Interim Financial
Statements. Taking these matters into consideration, the Directors
continue to adopt the going concern basis of accounting in
preparing these Interim Financial Statements. The Interim Financial
Statements do not include the adjustments that would be required
should the going concern basis of preparation no longer be
appropriate.
Risks and uncertainties
As at 30 June 2022 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 2021.
Segment reporting
In the opinion of the directors 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. REVENUE FROM CONTRACTS WITH CUSTOMERS
6 months 6 months Year ended
ended ended 31 December
30 June 30 June
2022 2021 2021
US$'000 US$'000 US$'000
(unaudited) (unaudited) (audited)
Copper - 47,380 -
Gold - 4,664 -
Silver - 247 -
Total gross revenue - 52,291 -
Less: treatment and selling costs - (3,945) -
Revenue - 48,346 -
============ ============ ============
All revenue reported in the six months to 30 June 2021 comprised
the sale of metal concentrate to one customer by Minto, hence was
in discontinued activities. From December 2021, Minto's results are
not consolidated in Pembridge's results.
When considering the recognition of revenue, IFRS 15 requires
preparers to go through five steps which will determine the timing
and quantum of the revenue recognised at a given time.
Identify contract with a customer
Since acquisition, Minto sells its concentrate to its only end
customer, which is Sumitomo, under an offtake agreement. Sales of
copper are made direct to Sumitomo and sale of gold and silver are
made to Sumitomo via Wheaton, hence the valuation of the gold and
silver revenues is determined by Minto's contract with Wheaton but
timing of revenue recognition for them is the same as for
copper.
Identify performance obligation
The performance obligation is the sale of copper, gold and
silver concentrate to Sumitomo, including its transportation to a
location specified by them in Japan. At the end of each month,
under the offtake agreement, Minto weighs and assays the
concentrate it has produced and Sumitomo takes title to it, paying
Minto a provisional payment of 90% of its value. Minto must keep
the concentrate separate from any other product in a location
approved by Sumitomo and may not sell it to any other party. From
this point, Minto has control over the concentrate and, if it is
still physically in Minto's care, Minto is acting as its custodian
for Sumitomo.
Determine the transaction price
The Company's metal concentrates are sold under a pricing
arrangement where final prices are determined by quoted market
prices in a period subsequent to the date of sale. Until prices are
final, revenues are recorded based on forward market prices for the
expected period of final settlement. Subsequent variations in the
final determination of the metal concentrate weight and assay are
recognised as revenue adjustments as they occur until finalised.
Subsequent variations in the final determination of the price are
treated as a remeasurement of a financial asset under IFRS 9 and
are recognised as revenue adjustments as they occur until
finalised.
Allocate price to each performance obligation
There is one overarching performance obligation, which is the
delivery of metal concentrates to Sumitomo. This includes the
production of the concentrates and their transportation to Japan.
Their transportation does not carry significant risks or rewards
and its cost can be estimated in advance, so the revenue is
recognised net of that cost until it is delivered.
3. REVENUE FROM CONTRACTS WITH CUSTOMERS (continued)
Recognise revenue when the performance obligation is satisfied
by transferring good or service to customer (i.e. the customer
obtains control)
Because Sumitomo gains control over the concentrate at the end
of each month, even if it is on the Minto site, and its subsequent
transportation does not carry significant risks or rewards, the
main obligation is satisfied when Sumitomo takes title and the
revenue is booked at this time, net of costs such as transportation
and refining which will be incurred in completing the
transaction.
4. FINANCE COSTS
6 months 6 months Year ended
ended ended 31 December
30 June 30 June
2022 2021 2021
US$'000 US$'000 US$'000
(unaudited) (unaudited) (audited)
Interest on loans - 819 -
Discount unwind on provision - 120 -
Interest from leases - 261 -
Total Minto (discontinued operations) - 1,200 -
Pembridge - Loan from Director 352 360 674
Pembridge - Convertible loan notes 210 - 245
562 1,560 919
============ ============ ============
5. INCOME TAX
The income tax credit of US$ 221,000 in the period to 30 June
2021 was payable to the Yukon government under the Quartz Mining
Act and was included in results from discontinued operations in the
results to 30 June 2021. There was no income tax charge or credit
for the period to 30 June 2022 or for the year to 31 December
2021.
6. 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.
6 months ended 6 months ended Year ended
31 December
30 June 2022 30 June 2021 2021
US$'000 US$'000 US$'000
(unaudited) (unaudited) (audited)
US cents US cents US cents
Basic EPS
* Continuing operations (4.1c) (3.1c) 24.4c
* Discontinued operations - (0.1c) -
* Total (4.1c) (3.2c) 24.4c
Diluted EPS
* Continuing operations (4.1c) (3.1c) 19.1c
* Discontinued operations - (0.1c) -
* Total (4.1c) (3.2c) 19.1c
Gain/(Loss) for the
period US$'000 US$'000 US$'000
* Continuing operations (3,877) (2,489) 20,580
* Discontinued operations - (29) -
--------------- --------------- ------------
* Total (3,877) (2,518) 20,580
=============== =============== ============
Weighted average number
of shares - basic 95,135,682 79,698,864 84,449,176
* diluted 130,379,666 91,859,985 107,884,498
The basic and diluted loss per share been calculated using the
loss attributable to shareholders of the Company as the numerator,
i.e. no adjustment to loss was necessary. For the periods to 30
June 2021 and to 30 June 2022, the basic and dilutive loss per
share are the same because the effect of the exercise of share
options and warrants would be anti-dilutive.
7. SHARE CAPITAL AND PREMIUM
Number of Share Capital
Allotted, called up and ordinary - ordinary
fully paid shares shares Share premium Total
US$000 US$000 US$000
At 1 January 2022 92,165,516 1,212 10,000 11,212
Proceeds from shares issued 4,800,000 64 246 310
At 30 June 2022 96,965,516 1,276 10,246 11,522
Further to an equity raise announced on 17 December 2021, the
Company issued 3,200,000 shares on 25 January 2022 and a further
1,600,000 shares on 6 June 2022. These shares were issued at a
price of 5p per share and the proceeds from these two issues were
GBP240,000.
Ordinary shares have attached to them full voting, dividend and
capital distribution rights (including on a winding up).
8. RELATED PARTY TRANSACTIONS
The Company has paid remuneration of US$295,000 to its Directors
for the six months ending June 30, 2022 (six months to 30 June
2021: US$87,520, year to 31 December 2021: US$286,000).
The Company has a loan facility with Gati Al-Jebouri, to be
repaid by 31 December 2022 and carrying interest at an annual rate
of 10%. The Company also pays an arrangement fee in the amount of
6% of the amounts drawn down under the Loan. Under this facility,
GBP3.4m had been borrowed at 30 June 2022.
In June 2021, the Company issued convertible loan notes with a
value of USD 3 million, with an interest rate of 14%, redeemable
after two years, in order that it could participate in Minto's
capital raise. 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 GBP1 - $1.415).
Gati Al-Jebouri has invested USD 500,000 in the convertible loan
notes.
9. DISCONTINUED OPERATIONS (six months to 30 June 2021)
Pembridge announced on 16 June 2021 that Minto was entering into
a reverse take-over ("RTO") agreement with a publicly listed
corporation 1246778 B.C. Ltd, which is a reporting issuer in
Canada, to form a listed issuer to be renamed Minto Metals Corp.
("Minto Metals"), and would file an application to the TSXV to list
the shares of this company on the TSX Venture Exchange (TSXV) and,
concurrently, raise funds from a private placement. As part of the
RTO process, Pembridge's shares in Minto would be replaced in a
share-for-share exchange whereby all existing Minto shareholders
received voting shares in Minto Metals. Because this would mean
that Pembridge no longer held all of the voting shares in Minto, it
would no longer have legal control of Minto and, with effect from
date of listing on TSXV, would no longer treat Minto as a
subsidiary in its consolidated financial statements. When the half
year results to 30 June 2021 were released on 24 September, the
capital raise had closed and the Board considered it virtually
certain that the RTO would be completed. However, on 30 June 2021,
Pembridge did control the Board of Minto and so included Minto in
its consolidated reporting as at that date. The decision that Minto
would become a publicly listed company, and that Pembridge would no
longer control it, was taken and announced before 30 June 2021.
Therefore, in the condensed interim financial statements to 30 June
2021, Pembridge showed Minto's results as being from discontinued
operations and restated the results of comparative periods
accordingly, and its assets and liabilities as 30 June 2021 were
classified as assets and liabilities held for sale.
The RTO completed on 19 November 2021 with the result that, from
that date, Pembridge's 11.2% holding does not give the Company
control or substantial influence over Minto Metals. As a result,
starting from its reporting for the year to 31 December 2021,
Pembridge now accounts for its investment in Minto Metals not as a
subsidiary but as a financial asset, which is revalued on a
mark-to-market basis. The following information is the last
information from Minto that was included in Pembridge's
consolidated results.
Results of Minto discontinued operations
6 months
ended
30 June
2021
Note US$'000
Revenue 3 48,346
Production costs (40,819)
Royalties (1,708)
Depreciation and amortisation (5,192)
Administrative, legal and professional
expenses (691)
Gain / (loss) on disposal of fixed
assets (154)
Gain / (loss) on fair valuation
of concentrate receivable (117)
Foreign exchange gain / (loss) (51)
Operating loss (386)
Finance income 5
Finance cost 4 (1,200)
Loss before taxation (1,581)
Income tax 5 221
Loss for the period (1,360)
==========
Loss attributable to non-controlling
interest (1,331)
Loss attributable to equity holders
of the parent (29)
------------------------------------------------ -------- ---------
Earnings per share expressed in cents
Basic and diluted earnings per share
attributable to the equity holders
of the company 6 (0.1c)
9. DISCONTINUED OPERATIONS (CONTINUED)
Cash flows from Minto discontinued operations
6 months
ended
30 June
2021
US$'000
Cash flows from operating
activities 7,815
Cash flows from investing
activities (8,116)
Cash flows from financing
activities 318
---------
Net increase in cash and
cash equivalents 17
=========
Effect of the disposal group on the financial position of the
Group
30 June 2021
Note US$'000
Non-current assets
Property, plant and equipment 56,017
Long term deposits 8,603
-------------
Total non-current assets 64,620
Current assets
Inventory 2,398
Trade and other receivables 11,665
Cash and cash equivalents 426
-------------
Total current assets 14,489
-------------
Total assets held for
sale 79,109
Non-current liabilities
Borrowings 10 (9,062)
Lease liabilities (2,103)
Reclamation and closure
cost provision (26,431)
Deferred tax liability (176)
-------------
Total non-current liabilities (37,772)
-------------
Current liabilities
Trade and other payables (23,421)
Borrowings 10 (6,600)
Lease liabilities (4,277)
Total current liabilities (34,298)
-------------
Total liabilities held
for sale (72,070)
Net assets held for sale 7,039
=============
10. BORROWINGS
Pembridge
As described in note 8, the Company has a loan facility with
Gati Al-Jebouri. Under this facility, GBP3.4 million had been
borrowed at 30 June 2022. It is expected that this loan arrangement
will be renewed in the second half of the year.
In June 2021, the Company issued convertible loan notes with a
value of USD 3 million, 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 GBP1
- $1.415).
Minto (at 30 June 2021)
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 US$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.
On 8 September 2020, Minto entered into a Prepayment Facility
Agreement with Sumitomo Canada Limited, the purchaser of its copper
under an offtake agreement, under which Sumitomo has security over
Minto's assets. The facility limit is US$12.5 million and may be
drawn against at any time giving notice in increments of US$1
million. Interest is calculated quarterly on the outstanding
balance at LIBOR for the applicable period. The balance is
repayable over the remaining life of the related offtake agreement.
Under this facility, US$8 million had been borrowed at 30 June
2021.
6 months 6 months Year ended
ended 30 ended 30 31 December
June 2022 June 2021 2021
US$'000 US$'000 US$'000
(unaudited) (unaudited) (audited)
Pembridge
Convertible Loan notes - 3,000 3,000
Loans from directors - non-current - 5,606 -
Pembridge borrowings - non-current - 8,606 3,000
------------ ------------ ------------
Convertible Loan notes 3,000
Loans from directors - current 5,733 - 6,145
Pembridge borrowings - current 8,733 - 6,145
------------ ------------ ------------
Pembridge borrowings - total 8,733 8,606 9,145
Minto
Loan notes - non-current - 9,062 -
Prepayment funding - current - 6,600 -
Minto borrowings (included in
liabilities held for sale) - 15,662 -
Total borrowings 8,733 24,268 9,145
============ ============ ============
11. RECONCILIATION OF MOVEMENT IN NET DEBT
Six months At 1 New borrowing Interest Debt Other Foreign At 30
ended 30 June January added repaid flows exchange June
2022 to debt
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Cash at bank
and in hand 280 - - (107) 402 - 575
Borrowings (9,145) - (352) 107 - 657 (8,733)
Net debt (8,865) - (352) - 402 657 (8,158)
12. NON-CONTROLLING INTEREST
The Company considered that, as at 30 June 2021, it had control
over Minto through holding 100% of voting rights and having control
of the Minto Board, which means that it was able to control the
day-to-day operations of the mine. On this basis it consolidated
the results of Minto in those condensed interim financial
statements. Movements in the non-controlling interest in the period
to 30 June 2021 are set out below and summarised financial
information for Minto in six months to 30 June 2021 is set out in
note 9.
The revised share structure linked to listing Minto Metals Corp
in November 2021 meant that, effective from that date, Pembridge
did not control Minto so no longer accounted for Minto as a
subsidiary in its year end accounts to 31 December 2021, meaning
that they did not include any non-controlling interest.
On 6 April 2022, a new subsidiary was formed in Bulgaria, called
Pembridge Resources Bulgaria LLC. This is owned 80% by Pembridge
Resources plc and movements in this non-controlling interest are
included below.
6 months 6 months
ended ended
30 June 30 June
2022 2021
US$'000 US$'000
Balance at start of period - 8,311
Investment by non-controlling
interest in subsidiary share
capital 11 -
Reduction in Minto share capital - (4,450)
Share of loss for the period (5) (1,331)
Share of exchange difference
on translation - 138
Balance at end of period 6 2,668
========= =========
13. POST BALANCE SHEET DATE EVENTS
In recognition of their work in 2021, on 7 September 2022 the
Company granted new share options to its employees as set out
below. These options vest with immediate effect.
Person Number of shares under Exercise
option price
Gati Al-Jebouri 1,000,000 5p
Frank McAllister 250,000 5p
Guy Le Bel 250,000 5p
David James 250,000 5p
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