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

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

Statement of financial position

As at 31 December 2021

Statement of changes in equity

For the year ended 31 December 2021

The following describes the nature and purpose of each reserve within owners' equity:

Cash flow statement

 For the year ended 31 December 2021

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.