REG - Pembridge Resources - Minto Receives Conditional Listing Approval

Pembridge ResourcesAnnouncement

10/11/2021 07:00

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RNS Number : 8638R  Pembridge Resources plc  10 November 2021

 

10 November 2021

 

Minto Receives Conditional Listing Approval

London, United Kingdom - Pembridge Resources plc (LSE: PERE) ("Pembridge" or
the "Company") is pleased to announce that, in connection with the previously
announced "reverse take-over" of 1246778 B.C Ltd. ("778") by Minto
Explorations Ltd. ("Minto") (the "RTO"),  the TSX Venture Exchange ("TSXV")
has conditionally accepted the RTO and the TSXV listing of post-RTO common
shares of an entity to be named Minto Metals Corp. (the "Resulting Issuer"),
which will be formed through the amalgamation of 778 and Minto (the
"Amalgamation").

The Resulting Issuer common shares are expected to commence trading on the
Exchange with the symbol "MNTO" before the end of November 2021, following the
fulfilment of the remaining conditions by 778, Minto and the Resulting Issuer.

As previously announced on November 8, 778 and Minto will complete the
Amalgamation in accordance with and pursuant to the terms and conditions of an
Amended and Restated Amalgamation Agreement dated November 5, 2021 between 778
and Minto, a copy of which has been filed on 778's issuer profile on SEDAR at
www.sedar.com.

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 conditional acceptance by TSXV clears an important hurdle in Minto's
path to being a listed company and we appreciate the work that has been done
by Minto and its advisors on the RTO and listing process."

 

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. RECEIVE CONDITIONAL LISTING
APPROVAL FROM THE TSX VENTURE EXCHANGE

 

Not for distribution to U.S. Newswire Services or 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 10, 2021 - 1246778 B.C. Ltd. (the "Corporation" or
"778") and Minto Explorations Ltd. ("Minto") are pleased to announce that in
connection with the previously announced "reverse take-over" of 778 by Minto
(the "RTO"), the TSX Venture Exchange (the "Exchange") has conditionally
accepted the RTO and the Exchange listing (the "Listing") of post-RTO common
shares of an entity to be named "Minto Metals Corp." (the "Resulting Issuer"),
which will be formed by the amalgamation of 778 and Minto (the
"Amalgamation"). The Listing is conditional on 778, Minto and the Resulting
Issuer fulfilling a number of conditions on or before February 2, 2022, and it
is expected that these conditions precedent will be satisfied, and the
Resulting Issuer common shares will begin trading on the Exchange, on or
before the end of November 2021. The Resulting Issuer trading symbol on the
Exchange will be "MNTO".

 

As previously announced, 778 and Minto will complete the Amalgamation in
accordance with and pursuant to the terms and conditions of an amended and
restated amalgamation agreement dated November 5, 2021, between 778 and Minto,
a copy of which has been filed on 778's issuer profile on SEDAR at
www.sedar.com.

 

In connection with the RTO: (i) 778 has completed the closing of the first and
second tranche of the previously announced private placement of subscription
receipts of 778 (the "Subscription Receipts") at a price of $2.60 per
Subscription Receipt, for aggregate gross proceeds of $16,387,477.60; (ii) the
Corporation intends to issue post-Consolidation (as defined in the Agency
Agreement (as defined herein)) common shares of 778 to certain subscribers at
a price of $2.60 per common share of 778 for total gross proceeds of
$8,249,997.60 (the "778 Non-Brokered Common Share Offering"); and (iii) Minto
intends to issue "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"). In total, 778 and
Minto expect to raise aggregate gross proceeds of $31,033,230.80 under the RTO
Financing. The Flow-Through Offering and 778 Non-Brokered Common Share
Offering are expected to be completed on the same date as the completion of
the RTO.

 

The Subscription Receipt offering was, and the Flow-Through Offering and 778
Non-Brokered Common Share Offering will be 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 Receipt 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 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.

Not for distribution to U.S. news wire services or 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 or 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 common shares of 778 and 75,000
incentive stock options to acquire 75,000 common shares of 778 at a price of
$0.10 per common share of 778 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) accept 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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