REG - Pembridge Resources - Annual Financial Report
29/04/2022 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220429:nRSc7865Ja&default-theme=true
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 AMENDED BY REGULATION 11 OF THE MARKET ABUSE
(AMENDMENT) (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, on 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 £160,000 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
(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.
ENDS
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 2021 31 December 2020
US$'000 US$'000
Depreciation and amortisation - (3)
Administrative, legal and professional expenses (1,186) (1,307)
Exceptional items
- revaluation of Capstone liability (1,429) (9,369)
- payment of Capstone liability by Minto in March 2021 5,000 -
- assumption of the Capstone liability by Minto Metals Corp 15,000 -
- mark-to-market valuation of investment in Minto Metals Corp 3,800 -
Foreign exchange gain / (loss) 40 (275)
Operating profit / (loss) 21,225 (10,954)
Finance income 274 222
Finance cost (919) (461)
Profit / (loss) before income tax 20,580 (11,193)
Income tax - -
Profit / (loss) for the year 20,580 (11,193)
Other comprehensive income - -
Total comprehensive income / (loss) for the year 20,580 (11,193)
Year ended Year ended
Earnings per share expressed in US cents 31 December 2021 31 December 2020
Profit / (loss) per share attributable to the equity holders of the Company
- Basic 24.4c (15.8c)
- Diluted 19.1c (15.8c)
Statement of financial position
As at 31 December 2021
31 December 2021 31 December 2020
US$'000 US$'000
Assets
Non-current assets
Investment in subsidiary - 9,202
Investments in financial assets 16,036 -
Receivable from Minto 5,000 3,399
Total non-current assets 21,036 12,601
Current assets
Trade and other receivables 4,157 428
Cash and cash equivalents 280 16
Total current assets 4,437 444
Total assets 25,473 13,045
Non-Current liabilities
Borrowings (3,000) (5,198)
Deferred consideration due to Capstone (5,000) -
Total non-current liabilities (8,000) (5,198)
Current liabilities
Trade and other payables (434) (214)
Borrowings (6,145) (20)
Deferred consideration due to Capstone - (18,571)
Total current liabilities (6,579) (18,805)
Total liabilities (14,579) (24,003)
10,894 (10,958)
Net assets / (liabilities)
Equity
Share capital 1,212 965
Share premium 10,000 9,222
Capital redemption reserve 1,011 1,011
Other reserve 293 46
Retained deficit (1,622) (22,202)
Equity attributable to shareholders of the Company 10,894 (10,958)
Statement of changes in equity
For the year ended 31 December 2021
Share capital Share premium Capital redemption reserve Other reserve Retained deficit Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 January 2020 825 8,900 1,011 369 (11,483) (378)
Loss for the year - - - - (11,193) (11,193)
- - - - - -
Other comprehensive income for the year
Total comprehensive income for the year - - - - (11,193) (11,193)
Proceeds from shares issued 140 322 - - - 462
Equity element of convertible loan - - - (53) - (53)
Share based payments - - - 204 - 204
Transfer to retained deficit after surrender of share options - - - (474) 474 -
Total transactions with owners recognised directly in equity 140 322 - (323) 474 613
Balance at 1 January 2021 965 9,222 1,011 46 (22,202) (10,958)
Profit for the year - - - - 20,580 20,580
- - - - - -
Other comprehensive income for the year
Total comprehensive income for the year - - - - 20,580 20,580
Proceeds from shares issued 247 789 - - - 1,036
Direct cost of shares issued - (11) - - - (11)
Share based payments - - - 247 - 247
Total transactions with owners recognised directly in equity 247 778 - 247 - 1,272
Balance at 31 December 2021 1,212 10,000 1,011 293 (1,622) 10,894
The following describes the nature and purpose of each reserve within owners'
equity:
Reserve Description and purpose
Share capital Nominal value of shares issued.
Share premium Amount subscribed for share capital in excess of nominal value, less share
issue costs.
Capital redemption reserve Reserve created on cancellation of deferred shares.
Other reserve Cumulative fair value of warrants and share options granted, together with the
equity element of the convertible loan.
Retained deficit Cumulative net gains and losses recognised in the statement of comprehensive
income.
Cash flow statement
For the year ended 31 December 2021
Year Ended Year Ended
31 December 2021 31 December 2020
US$'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. £589k 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 £4.5m 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.
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
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR BKFBDKBKBCQBRecent news on Pembridge Resources
See all newsREG - Stock Exch Notice Pembridge Resources - Cancellation - PEMBRIDGE RESOURCES PLC
AnnouncementREG - Pembridge Resources - Creditors’ Voluntary Liquidation
AnnouncementREG - Pembridge Resources - Trading in Minto Shares Ceased
AnnouncementREG - Pembridge Resources - General Meeting
AnnouncementREG - Pembridge Resources - Statement re. Suspension
Announcement