Pembridge Resources plc Notice of GM (3097S)

TIDMPERE

RNS Number : 3097S

Pembridge Resources plc

22 June 2018

22 June 2018

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

PUBLICATION OF CIRCULAR

London, United Kingdom - Pembridge Resources plc (LSE:PERE) ("Pembridge" or the "Company"), announces that further to announcement of 21 June 2018 it has commenced its roadshow to raise proceeds of approximately US$40 million by way of a placing (the "Proposed Placing").

The Proposed Placing will be of new ordinary shares of nominal value 1 pence each in the capital of the Company (subject to a share consolidation on a 10:1 basis (the "Share Consolidation")) to fund its acquisition of Minto Explorations Ltd. ("Minto"), from Capstone Mining Corp. ("Capstone") (the "Minto Acquisition"). The Company has appointed Arden Partners plc and FirstEnergy Capital LLP as bookrunners in connection with the Proposed Placing, which the Company expects to complete in the next two to three weeks.

The Company is currently preparing a prospectus relating to the enlarged group which will form the basis for the applications for Admission to of the enlarged issued share capital of the Company to listing on the standard segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission").

However, in order to expedite the timeframe to Admission, and to potentially remove the requirement to simultaneously convene a general meeting at the same time as publishing a prospectus in connection with the Minto Acquisition, Proposed Placing and Admission to take the necessary authorities to issue shares for the Proposed Placing, the Company is taking this opportunity to convene the General Meeting in order to take those authorities in advance of publication of the prospectus.

By proceeding in this way, the Company anticipates that it will be possible for Admission to occur in late July 2018 as opposed to mid-to-late August 2018. The Company does not need the approval of shareholders to complete the Minto Acquisition, but the Company does require shareholder approval to issue shares to raise the necessary equity finance by way of the Proposed Placing.

The Company is also taking this opportunity to conduct the Share Consolidation on the basis of every 10 existing ordinary shares of nominal value 0.1 pence each (each, an "Existing Ordinary Share") into 1 new ordinary share of nominal value 1 pence each (each, a "New Ordinary Share"). The directors of the Company are of the view that the Company is not well served by having a low single digit share price as this potentially can lead to a significant buy/sell pricing spread on the Company's shares which is inconvenient for shareholders and acts as a bar to liquidity. If the Share Consolidation is approved by shareholders appropriate adjustments will be made to all outstanding warrants and options and a further announcement will be made detailing these changes and adjustments after the general meeting (and on the assumption that the resolutions are duly passed).

The Company is also taking this opportunity to conduct some house-keeping measures in respect of the historic deferred shares and to rationalise its capital and reserves by way of a capital reduction (as explained in more detail in the Circular).

A notice convening the General Meeting, which is to be held at the offices of Cooley (UK) LLP, Dashwood, 69 Old Broad Street, London EC2M 1QS, United Kingdom at 11.00 a.m. on 16 July 2018.

The existing ordinary shares will be disabled in CREST at close of business on the 16 July 2018 and the existing ISIN number: GB00B32W6Z85 will expire.

The new ISIN number: GB00BG107324 in respect of the remaining new consolidated ordinary shares be enabled and available for transactions on 17 July 2018.

New share certificates will be sent to Shareholders who hold their shares in certificated form 10 working days after the general meeting, with their old certificates becoming void at close of business on 16 July 2018.

A copy of the Circular will shortly be submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM and also at the Company's webpage www.pembridgeresources.com/investors/circulars1.

2018

Publication of this document 22 June

Latest time and date for receipt of CREST voting intentions 11.00 a.m. on 12 July

Latest time and date for receipt of Forms of Proxy for the General Meeting 11.00 a.m. on 12 July

Register for Existing Ordinary Shares closed and Existing Ordinary

Shares disabled in CREST 6.00 p.m. on 16 July

Record time for Share Consolidation 6.00 p.m. on 16 July

Time and date for the General Meeting 11.00 a.m. on 16 July

CREST accounts expected to be credited with New Ordinary Shares 17 July

Expected date for definitive share certificates in respect of New Ordinary

Shares to be despatched 31 July

References to time are to London time unless otherwise stated. Each of the dates in the above timetable is subject to change without further notice.

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Circular.

The person who arranged for the release of this announcement on behalf of the Company was David Linsley, Chief Executive Officer.

ENDS

About Pembridge Resources plc

Pembridge is a mining-focused special purpose acquisition company admitted to listing on the standard segment of the Official List by the United Kingdom Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange.

The Company's management is composed of a team of senior leaders with experience in various board and executive positions with a complementary mix of expertise in geology, engineering, project appraisal, and commercial development across a wide range of commodity groups and mining jurisdictions.

About Minto

Minto is an open pit and underground copper-gold-silver mine located in central Yukon, approximately 240 kilometres north of the capital Whitehorse along the Klondike Highway. The Minto mine has been in continuous production since 2007 and is presently the only operating mine in Yukon territory. In excess of US$350 million of capital expenditure has been invested into Minto operations since site construction began some 12 years ago.

Pembridge Resources plc: [phone]

David Linsley, Chief Executive Officer

Paul Fenby, Chief Financial Officer

Bookrunners and Brokers to the issue

GMP Securities - Canada: [phone]

Michael Barman

Arden Partners - United Kingdom: [phone]

Paul Shackleton

Fraser Marshall

Tim Dainton

Broker to the Company

SI Capital - United Kingdom: [phone]

Nick Emerson

Financial Public Relations

Tavistock Communications: [phone]

Jos Simson

Charles Vivian

Gareth Tredway

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

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June 22, 2018 12:02 ET (16:02 GMT)