Minto Receives Conditional Listing Approval

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:   [phone]

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

David James, Chief Financial Officer

Brandon Hill Capital - United Kingdom:   [phone]

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

[e-mail]

tel: [phone]

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: [phone]

Email: [e-mail]

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.

 

END

 

 

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