REG - Pembridge Resources - Minto Moves Forward with RTO Transaction

Pembridge ResourcesAnnouncement

08/11/2021 08:00

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RNS Number : 6348R  Pembridge Resources plc  08 November 2021

 

8 November 2021

 

Minto Moves Forward with RTO Transaction

London, United Kingdom - Pembridge Resources plc (LSE: PERE) ("Pembridge" or
the "Company") is pleased to announce that Minto Explorations Ltd. ("Minto")
and 1246778 B.C. Limited ("778") have entered into an Amended and Restated
Amalgamation Agreement.

The Amended and Restated Amalgamation Agreement now agreed between Minto and
778 reflects certain changes since the original amalgamation agreement dated
14 June 2021 in relation to the Reverse Take-Over ("RTO") of 778 by Minto,
which will form a resulting issuer to be named Minto Metals Corp.  The main
change is that Minto will implement a share consolidation on a ratio of one
post-consolidation share to every 12 pre-consolidation shares.

The RTO is intended to be completed immediately prior to the listing of the
resulting issuer, Minto Metals Corp, which is subject to the TSXV's acceptance
of the listing application prepared in connection with the RTO.  Minto and
778 have now submitted the listing application to the Toronto Stock Exchange
(TSXV).

The associated capital raise, on which Pembridge previously updated the
markets on 22 September 2021, has now closed a second tranche.  In addition
to C$16.4 million of proceeds now raised, a further C$14.6 million has been
committed, to complete on completion of the RTO, giving aggregate proceeds of
C$31.0 million.

The full text of Minto's and 778's own joint announcement follows.

 

Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board of
Pembridge said:

"This RTO process is complex but crucial to the future development of Minto
and we are very pleased to see this progress towards its completion."

 

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
Explorations Ltd, a British Columbia incorporated business operating the Minto
mine in Yukon, Canada.

About Minto Explorations Limited

Minto operates the underground copper-gold-silver mine located in central
Yukon, approximately 240 kilometres north of the capital Whitehorse along the
Klondike Highway. In excess of US$350 million of capital expenditure has been
invested into Minto operations since site construction began in 2006. The
Minto mine was in continuous production between 2007 and 2018, when the mine
was placed onto temporary care and maintenance. Pembridge acquired Minto from
Capstone Mining Corporation in June 2019 and restarted operations in October
2019.

Enquiries:

 

Pembridge Resources plc:
 
+44 (0)20 7917 2968

Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board

David James, Chief Financial Officer

 

Brandon Hill Capital - United Kingdom:
                                      +44
(0)20 3463 5016

Jonathan Evans

 

 

1246778 B.C. LTD. AND MINTO EXPLORATONS LTD. ANNOUNCE CLOSING OF SECOND
TRANCHE OF SUBSCRIPTION RECEIPT FINANCING AND THE ENTERING INTO OF AN AMENDED
AND RESTATED AMALGAMATION AGREEMENT

 

Not for distribution to U.S. Newswire Services or for dissemination in the
United States of America. Any failure to comply with this restriction may
constitute a violation of U.S. Securities laws.

 

Toronto, Ontario - November 8, 2021 - 1246778 B.C. Ltd. (the "Corporation" or
"778") and Minto Explorations Ltd. ("Minto") are pleased to announce that they
have entered into an Amended and Restated Amalgamation Agreement (as defined
herein) and that 778 has completed the closing of the second and final tranche
of the previously announced private placement of Subscription Receipts (as
defined herein) (the "Offering"). The second tranche of Subscription Receipts
was completed on a joint non-brokered and brokered basis for gross proceeds of
$1,156,838.80. In addition to the gross proceeds of $15,230,638.80 raised
under the first tranche closing of Subscription Receipts, the Corporation and
Minto have received commitments for an additional $14,645,753.20 in
subscriptions under the 778 Non-Brokered Common Share Offering (as defined
herein) and Flow-Through Offering (as defined herein), which, together with
the gross proceeds of $1,156,838.80 raised under the second tranche of the
Offering, results in aggregate proceeds of $31,033,230.80.  The Flow Through
Offering and 778 Non-Brokered Common Share Offering for aggregate gross
proceeds of $14,645,753.20 are expected to be completed on the same date as
the completion of the RTO (as defined herein).

 

The Offering, the Flow Through Offering and the 778 Non-Brokered Common Share
Offering are all being completed in connection with the previously announced
"reverse take-over" of 778 by Minto (the "RTO"), whereby 778 and Minto will
amalgamate to form an entity to be named "Minto Metals Corp." (the "Resulting
Issuer"). The RTO is intended to be completed immediately prior to the listing
of the common shares of the Resulting Issuer on the TSX Venture Exchange (the
"Exchange"), which is subject to the Exchange's acceptance of the listing
application prepared in connection with the RTO.

The brokered portion of the Offering is being conducted in accordance with an
agency agreement dated September 21, 2021 (the "Agency Agreement"), which has
been entered into between the Corporation, Minto, Stifel GMP, Raymond James
Ltd. (together with Stifel GMP, the "Co-Lead Agents"), Haywood Securities Inc.
and Echelon Wealth Partners Inc. (collectively with the Co-Lead Agents, the
"Agents").  Pursuant to the Agency Agreement, the Agents have agreed to sell,
on a "best efforts" private placement basis, subscription receipts of 778 (the
"Subscription Receipts") at a price of C$2.60 per Subscription Receipt (the
"Offering Price") for aggregate minimum gross proceeds of $30,000,000 when
combined with the gross proceeds from the Flow-Through Offering and 778
Non-Brokered Common Share Offering. A copy of the Agency Agreement will be
filed on 778's issuer profile on SEDAR at www.sedar.com.

The Subscription Receipts have been created and issued pursuant to the terms
of a subscription receipt agreement (the "Subscription Receipt Agreement")
dated September 21, 2021 among the Co-Lead Agents, Minto, 778 and TSX Trust
Company (the "Subscription Receipt Agent"), a copy of which has been filed on
778's issuer profile on SEDAR at www.sedar.com. Each Subscription Receipt will
be automatically converted, for no additional consideration or further action
by the holder thereof, into one common share of 778 (each a "778 Common
Share"), subject to adjustment in certain events, immediately before the
completion of the RTO, upon the satisfaction or waiver of the Escrow Release
Conditions (as defined in the Subscription Receipt Agreement), including that
all conditions precedent to the RTO have been satisfied at or before 5:00 p.m.
(Toronto time) on the date that is 120 days after the closing date of the
Offering (the "Escrow Release Deadline"). As part of the RTO, the 778 Common
Shares will be exchanged on a one-for-one basis for common shares of the
Resulting Issuer ("Resulting Issuer Shares").

The aggregate gross proceeds of the Offering, less 20% of the cash commission
payable to the Agents pursuant to the Agency Agreement and the Agents'
expenses, have been deposited in escrow with the Subscription Receipt Agent
pending satisfaction or waiver of the Escrow Release Conditions, in accordance
with the provisions of the Subscription Receipt Agreement. If: (i) the Escrow
Release Conditions are not satisfied at or before the Escrow Release Deadline,
(ii) the Amalgamation Agreement (as defined in the Subscription Receipt
Agreement) entered into in connection with the RTO is terminated, or (iii) a
Termination Notice (as defined in the Subscription Receipt Agreement) is
delivered to the Subscription Receipt Agent prior to the Escrow Release
Deadline, each of the then issued and outstanding Subscription Receipts will
be cancelled and the Subscription Receipt Agent will return to each holder of
Subscription Receipts an amount equal to the aggregate Offering Price of the
Subscription Receipts held by such holder plus an amount equal to the holder's
pro rata share of any interest or other income earned on the escrowed funds
(less applicable withholding tax, if any). To the extent that the escrowed
funds are insufficient to refund such amounts to each holder of Subscription
Receipts, 778 and/or Minto shall be liable for and will contribute such
amounts as are necessary to satisfy the shortfall.

In connection with the RTO: (i) the Corporation also intends to issue
post-Consolidation (as defined in the Agency Agreement) 778 Common Shares to
certain subscribers at a price of $2.60 per 778 Common Share for total gross
proceeds of $8,249,997.60 (the "778 Non-Brokered Common Share Offering"); and
(ii) there will be an issuance of "flow-through shares" as defined in
subsection 66(15) of the Tax Act (as defined in the Agency Agreement) (the
"Minto Flow-Through Shares") at a price of $2.60 per Minto Flow-Through Share
for total gross proceeds of $6,395,755.60, subject to the terms and conditions
of the Agency Agreement (the "Flow-Through Offering", and together with the
Offering and the 778 Non-Brokered Common Share Offering, the "RTO Financing").
The Flow-Through Offering and the 778 Non-Brokered Common Share Offering are
anticipated to occur concurrently with the closing of the RTO.

The net proceeds of the RTO Financing will be used by the Resulting Issuer to
fund operational improvements at the Minto mine property, near-mine
exploration activities and for general corporate purposes including working
capital following completion of the RTO.

In order to reflect certain changes to the RTO since the entering into of the
previously announced amalgamation agreement between 778 and Minto dated June
14, 2021 (the "Amalgamation Agreement"), 778 and Minto have entered into an
amended and restated amalgamation agreement dated November 5, 2021 (the
"Amended and Restated Amalgamation Agreement"), pursuant to which Minto will
take all necessary steps to give effect to, and to implement, a consolidation
of the common shares of Minto on the ratio of one post-consolidation share for
every 12 pre-consolidation shares (the "Minto Consolidation") prior to the
completion of the RTO. The term and condition to complete the Minto
Consolidation is in addition to all original terms and conditions agreed to by
778 and Minto in the Amalgamation Agreement. A copy of the Amended and
Restated Amalgamation Agreement will be filed on 778's issuer profile on SEDAR
at www.sedar.com.

Not for distribution to U.S. news wire services or for dissemination in the
United States.

The securities under the RTO Financing have not been, and will not be,
registered under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"), or the securities laws of any state of the United
States and may not be offered, sold or delivered, directly or indirectly, in
the United States or to, or for the account of benefit of, U.S. Persons (as
such term is defined in Regulation S under the U.S. Securities Act), except
pursuant to an exemption from the registration requirements of the U.S.
Securities Act and applicable state securities laws. This news release does
not constitute an offer to sell or solicitation of an offer to buy any of
these securities in any jurisdiction in which the offering or sale is not
permitted.

About Minto Explorations Ltd.

Minto operates the producing Minto mine located in the Minto Copper Belt,
Yukon. The Minto mine has been in operation since 2007 with underground mining
commencing in 2014. Since 2007, approximately 475Mlbs of copper have been
produced from the Minto mine. The current mine operations are based on
underground mining, a process plant to produce high-grade copper, gold and
silver concentrate and all supporting infrastructure associated with a remote
location in Yukon. The Minto property is located west of the Yukon River,
about 20 km WNW of Minto Landing, the latter on the east side of the river,
and approximately 250 road-km north of the City of Whitehorse, the capital
city of Yukon.

 

For further information, please contact Minto Explorations Ltd:

Chris Stewart, P.Eng.

President & CEO

cstewart@mintomine.com

tel: 647-523-6618

 

About 778

 

778 is a company formed pursuant to the laws of British Columbia and is a
reporting issuer in the Provinces of Alberta and British Columbia. 778
currently has issued and outstanding 3,000,000 778 Common Shares and 75,000
incentive stock options to acquire 75,000 778 Common Shares at a price of
$0.10 per 778 Common Share which options shall be exercised prior to
completion of the RTO.

 

For further information, please contact 1246779 B.C. Ltd.:

James Ward, Director

Phone: (416) 897-2359

Email: james@wardfinancial.ca

 

Cautionary Statements

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the Exchange) accepts responsibility for
the adequacy or accuracy of this release.

Completion of the RTO is subject to a number of conditions, including but not
limited to, Exchange acceptance and receipt of all required shareholder
approvals.  There can be no assurance that the RTO will be completed as
proposed or at all.

Investors are cautioned that, except as disclosed in the listing application
to be prepared in connection with the RTO, any information released or
received with respect to the RTO may not be accurate or complete and should
not be relied upon.

The Exchange has in no way passed upon the merits of the RTO and has neither
approved nor disapproved the contents of this news release.

All information contained in this news release with respect to 778 and Minto
was supplied by the parties, respectively, for inclusion herein, and 778 and
its directors and officers have relied on Minto for any information concerning
such party.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of
applicable securities laws relating to the RTO, the RTO Financing and
associated transactions.  All statements, other than statements of historical
fact, are forward-looking information and are based on expectations, estimates
and projections as at the date of this news release. Any statement that
involves discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions, future events or performance
(often but not always using phrases such as "expects", or "does not expect",
"is expected", "anticipates" or "does not anticipate", "plans", "budget",
"scheduled", "forecasts", "estimates", "believes" or "intends" or variations
of such words and phrases or stating that certain actions, events or results
"may" or "could", "would", "might " or "will" be taken to occur or be
achieved) are not statements of historical fact and may be forward-looking
information. Although the Corporation believes in light of the experience of
its officers and directors, current conditions and expected future
developments and other factors that have been considered appropriate that the
expectations reflected in this forward-looking information are reasonable,
undue reliance should not be placed on them because the Corporation can give
no assurance that they will prove to be correct. Readers are cautioned to not
place undue reliance on forward-looking information. Actual results and
developments may differ materially from those that are currently contemplated
by these statements depending on, among other things, the risks that the
parties will not proceed with or complete the RTO, the RTO Financing and
associated transactions and that the RTO, the RTO Financing and associated
transactions will not be successfully completed for any reason (including the
failure to obtain the required approvals or clearances from regulatory
authorities). The statements in this news release are made as of the date of
this release. Except as required by law, 778 and Minto assume no obligation to
update the forward-looking information of beliefs, opinions, projections, or
other factors, should they change, except as required by law.

 

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