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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Pembridge Resources Plc | LSE:PERE | London | Ordinary Share | GB00BG107324 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.225 | 0.00 | 00:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMPERE
RNS Number : 7865J
Pembridge Resources plc
29 April 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.
29 April 2022
Pembridge Resources plc
2021 Financial Statements Released
London, United Kingdom - Pembridge Resources plc (LSE: PERE) ("Pembridge" or the "Company") is pleased to announce that, o n 28 April 2022, the Board of Directors of the Company approved the Annual Report and Financial Statements for the year ended 31 December 2021.
Highlights
-- Profit for the year of US$20,580,000 (based on exceptional non-cash gains) (2019 - loss of US$11,193,000)
-- Basic earnings per share of 24.4c (2019 - loss per share 15.8c) -- Net assets at 31 December 2021 of $10,894,000 (2020 - net liabilities $10,958,000) -- Minto Metals Corp. ("Minto") is listed on the TSX Venture Exchange ("TSXV")
Post Year End
-- Raised GBP160,000 through a placing in January 2022
-- Received first quarterly repayment of C$1m from Minto in March 2022; further repayments due in throughout 2022.
The operating profit for the year of $21,225,000 comprised exceptional gains of $18,571,000 resulting from the assumption of Pembridge's liability to Capstone by Minto as part of Minto's listing and reverse takeover process; a gain on mark-to-market revaluation of the Company's investment in Minto of US$3,800,000; and administrative costs of $1,146,000. The operating loss in 2020 of $10,954,000 comprised an exceptional expense of US$9,369,000 on revaluing the present value of the Capstone liability and administrative costs of US$1,585,000.
The financial statements are available in pdf form on the Company's website using the link below.
https://www.pembridgeresources.com/investors/financial-reports
The Company's Annual General Meeting will be held on 22 June 2022.
Extracts from the consolidated financial statements follow.
Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board of Pembridge said:
"These financial statements illustrate a major stage in Pembridge's development, showing a profit for the year and positive net assets for the first time since taking its present form as Pembridge Resources plc. During 2021, Minto was listed on the TSXV and successfully raised C$31m of capital. We continue to execute on our four stage strategy set out in 2019 and having achieved financial and operational stability at both Minto and Pembridge we are now moving forward to grow our business.
The success of our investment in Minto means that Pembridge is now able to pursue its 4 (th) stage of our strategy, which is to identify and invest in new projects in the energy transition sphere. Today we can say that our future investments are supported by our balance sheet, which for the first time is showing positive net assets and allowing us to bring significant value to potential partners."
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.
SNOTES 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
Statement of comprehensive income
For the year ended 31 December 2021
Year ended Year ended 31 December 31 December 2021 2020 US$'000 US$'000 Depreciation and amortisation - (3) Administrative, legal and professional expenses (1,186) (1,307) Exceptional items - revaluation of Capstone liability (1,429) (9,369) - payment of Capstone liability by Minto in March 2021 5,000 - - a ssumption of the Capstone liability by Minto Metals Corp 15,000 - - mark-to-market valuation of investment in Minto Metals Corp 3,800 - Foreign exchange gain / (loss) 40 (275) Operating profit / (loss) 21,225 (10,954) Finance income 274 222 Finance cost (919) (461) Profit / (loss) before income tax 20,580 (11,193) Income tax - - Profit / (loss) for the year 20,580 (11,193) Other comprehensive income - - Total comprehensive income / (loss) for the year 20,580 (11,193) Year ended Year ended 31 December 31 December Earnings per share expressed in US cents 2021 2020 Profit / (loss) per share attributable to the equity holders of the Company * Basic 24.4c (15.8c) * Diluted 19.1c (15.8c)
Statement of financial position
As at 31 December 2021
31 December 31 December 2021 2020 US$'000 US$'000 Assets Non-current assets Investment in subsidiary - 9,202 Investments in financial assets 16,036 - Receivable from Minto 5,000 3,399 Total non-current assets 21,036 12,601 Current assets Trade and other receivables 4,157 428 Cash and cash equivalents 280 16 Total current assets 4,437 444 Total assets 25,473 13,045 Non-Current liabilities Borrowings (3,000) (5,198) Deferred consideration due to Capstone (5,000) - Total non-current liabilities (8,000) (5,198) Current liabilities Trade and other payables (434) (214) Borrowings (6,145) (20) Deferred consideration due to Capstone - (18,571) Total current liabilities (6,579) (18,805) Total liabilities (14,579) (24,003) Net assets / (liabilities) 10,894 (10,958) Equity Share capital 1,212 965 Share premium 10,000 9,222 Capital redemption reserve 1,011 1,011 Other reserve 293 46 Retained deficit (1,622) (22,202) Equity attributable to shareholders of the Company 10,894 (10,958)
Statement of changes in equity
For the year ended 31 December 2021
Share Share Capital Other Retained Total capital premium redemption reserve deficit reserve US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 Balance at 1 January 2020 825 8,900 1,011 369 (11,483) (378) --------- --------- ------------ --------- --------- --------- Loss for the year - - - - (11,193) (11,193) - - - - - - Other comprehensive income for the year Total comprehensive income for the year - - - - (11,193) (11,193) --------- --------- ------------ --------- --------- --------- Proceeds from shares issued 140 322 - - - 462 Equity element of convertible loan - - - (53) - (53) Share based payments - - - 204 - 204 Transfer to retained deficit after surrender of share options - - - (474) 474 - Total transactions with owners recognised directly in equity 140 322 - (323) 474 613 Balance at 1 January 2021 965 9,222 1,011 46 (22,202) (10,958) Profit for the year - - - - 20,580 20,580 - - - - - - Other comprehensive income for the year Total comprehensive income for the year - - - - 20,580 20,580 --------- --------- ------------ --------- --------- --------- Proceeds from shares issued 247 789 - - - 1,036 Direct cost of shares issued - (11) - - - (11) Share based payments - - - 247 - 247 Total transactions with owners recognised directly in equity 247 778 - 247 - 1,272 --------- --------- ------------ --------- --------- --------- Balance at 31 December 2021 1,212 10,000 1,011 293 (1,622) 10,894 ========= ========= ============ ========= ========= =========
The following describes the nature and purpose of each reserve within owners' 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 reserve shares. Other reserve Cumulative fair value of warrants and share options granted, together with the equity element of the convertible loan. Retained deficit Cumulative net gains and losses recognised in the statement of comprehensive income.
Cash flow statement
For the year ended 31 December 2021
Year Ended Year Ended 31 December 31 December 2021 2020 US$'000 US$'000 Cash flows from operating activities Profit / (loss) for the year 20,580 (11,193) Adjusted for: Net finance costs 645 239 Unrealised FX on debt included in administrative expenses (31) 232 Depreciation - 3 Tax charge / (credit) - - Share based payments 247 204 Revaluation of Capstone liability (3,571) 9,369 Assumption of the Capstone liability by Minto Metals Corp (15,000) - Mark-to-market valuation of investment in Minto Metals Corp (3,800) - Movement in fair value of derivatives (26) - (956) (1,146) Movements in working capital Increase in trade and other receivables - (596) Decrease in trade and other payables (55) (1,524) Cash used by operations (1,011) (3,266) Income taxes recovered / (paid) - - Net cash used in operating activities (1,011) (3,266) Cash flows from investing activities Purchase of investments (3,034) - Net cash used in investing activities (3,034) - Cash flows from financing activities Interest payments - - Repayment of borrowings (20) (50) Proceeds from borrowings 3,304 2,471 Proceeds from issuance of shares 1,025 462 Net cash generated from financing activities 4,309 2,883 ============ ============ Net increase / (decrease) in cash and cash equivalents 264 (383) Cash and cash equivalents at beginning of year 16 399 Cash and cash equivalents at end of year 280 16 ============ ============
BASIS OF PREPARATION
The Financial Statements have been prepared in accordance with UK-adopted international accounting standards.
The Financial Statements have been prepared under the historical cost convention, except as modified for assets and liabilities recognised at fair value on a business combination and contingent consideration measured at fair value.
The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements, are disclosed in Note 4.
Going concern
The 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 of which was received in March 2022. The first repayment more than covers the interest payable on the $3m convertible loans, which is due in June 2022, and the remaining three instalments of C$1m (c. GBP589k each as hedged) 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 GBP4.5m loan (including interest accrued to 31 December 2021) 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 December 2021, Pembridge could sell only 10% of its shares, but that restriction will lift in the following stages so that it would be possible to sell these 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
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 Financial Statements. Taking these matters into consideration, the Directors continue to adopt the going concern basis of accounting in preparing these Financial Statements. The Financial Statements do not include the adjustments that would be required should the going concern basis of preparation no longer be appropriate.
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April 29, 2022 02:01 ET (06:01 GMT)
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