REG - Pembridge Resources - Result of AGM

Pembridge ResourcesAnnouncement

23/06/2022 07:00

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RNS Number : 8799P  Pembridge Resources plc  23 June 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.

 

23 June 2022

 

Pembridge Resources plc

Annual General Meeting

London, United Kingdom - Pembridge Resources plc (LSE: PERE) ("Pembridge" or
the "Company") is pleased to announce that the Annual General Meeting ("AGM")
was held on 22(nd) June 2022 at the offices of Armstrong Teasdale at 38-43
Lincoln's Inn Fields, London WC2A 3PE and the outcome of the consideration of
the resolutions put to the shareholders.

At the meeting, all resolutions proposed for the meeting were passed.
Details of the voting are shown below.

Resolution 1 - To receive the Company's audited financial statements for the
financial year ended 31 December 2021, together with the Directors' reports
and the auditor's reports set out in the annual report for the year ended 31
December 2021 (the "2021 Annual Report").

The results were: In favour 21,533,239 shares, Against 4, Abstained 70,468.
The resolution was passed.

Resolution 2 - To approve the Directors' remuneration report for the year
ended 31 December 2021, as set out on pages 16 to 18 of the 2021 Annual Report

The results were: In favour 21,439,514 shares, Against 57, Abstained
164,140.  The resolution was passed.

Resolution 3 - To re-elect Gati Al-Jebouri as a director of the Company

The results were: In favour 21,533,184 shares, Against 57, Abstained 70,470.
The resolution was passed.

Resolution 4 - To re-elect Guy Le Bel as a director of the Company

The results were: In favour 21,532,984 shares, Against 257, Abstained
70,470.  The resolution was passed.

Resolution 5 - To re-elect Frank McAllister as a director of the Company

The results were: In favour 21,532,984 shares, Against 257, Abstained
70,470.  The resolution was passed.

Resolution 6 - To re-appoint PKF Littlejohn LLP as auditor of the Company to
hold office from the conclusion of this meeting until the conclusion of the
next AGM of the Company at which accounts are laid

The results were: In favour 21,533,027 shares, Against 206, Abstained
70,478.  The resolution was passed.

Resolution 7 - To authorise the Directors to set the fees paid to the auditor
of the Company

The results were: In favour 21,533,229 shares, Against 4, Abstained 70,478.
The resolution was passed.

Resolution 8 - THAT the Directors be and they are hereby generally and
unconditionally authorised pursuant to section 551 of the Companies Act 2006
("the Act") to exercise all powers of the Company to allot shares and to grant
rights to subscribe for or to convert any securities into ordinary shares
(together "Rights") in the capital of the Company  up to an aggregate nominal
amount of £520,000, provided that this authority shall, unless renewed,
varied or revoked by the Company in general meeting, expire at the conclusion
of the Company's next Annual General Meeting after this resolution is passed
or, if earlier, at the close of business on the date falling 15 months after
the passing of this resolution, but, in each case, so that the Company may
make offers or agreements before the authority expires which would or might
require shares to be allotted or Rights to be granted after the authority
expires, and so that the Directors may allot shares or grant Rights in
pursuance of any such offer or agreement notwithstanding that the authority
conferred by this resolution has expired.

The results were: In favour 21,513,567 shares, Against 19,676, Abstained
70,468.  The resolution was passed.

Resolution 9 - THAT (subject to passing of resolution 8 set out in the notice
of this meeting) the Directors be empowered to allot equity securities (as
defined in section 560 of the Act) of the Company for cash, pursuant to the
authority of the directors under Section 551 of the Act conferred by
resolution 8 above (in accordance with Section 570(1) of the Act), and/or by
way of a sale of treasury shares for cash (in accordance with Section 573 of
the Act), in each case, as if section 561 of the Act did not apply to any such
allotment or sale, provided that this power shall be limited to allotments of
equity securities or the sale of treasury shares up to an aggregate nominal
amount of £520,000; unless renewed, varied or revoked by the Company in
general meeting, such power shall expire at the commencement of the next
Annual General Meeting of the Company following the passing of this
resolution, but so that the Company may before such expiry make an offer or
agreement which would or might require ordinary shares to be allotted or
treasury shares to be sold after such expiry, and the Directors may allot
equity securities or sell treasury shares in pursuance of any such offer or
agreement as if the power conferred by this resolution had not expired.

The results were: In favour 21,513,567 shares, Against 19,676, Abstained
70,468.  The resolution was passed.

The votes cast for each resolution represented 22% of the Company's
outstanding shares.

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

"My fellow directors and I thank our shareholders for their support.  We saw
great progress at Minto in 2021 and are now in a position to move forward with
adding value to Pembridge, based on the strategy which we announced earlier
this year."

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

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