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.
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
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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