TIDMPERE
RNS Number : 2158C
Pembridge Resources plc
28 September 2018
PEMBRIDGE RESOURCES PLC
Condensed Interim financial statements
for the period from 1 January 2018 to 30 June 2018
Registered number: 07352056 (England and Wales)
Pembridge Resources plc
("Pembridge Resources", "Pembridge" or the "Company")
Interim Results
Pembridge Resources plc (LON: PERE), the mining focused company
listed on the Official List of the Financial Conduct Authority and
the main market for listed securities of London Stock Exchange plc,
is pleased to announce its interim results for the six months ended
30 June 2018.
Highlights:
-- Signed a Sales and Purchase Agreement (the "SPA") on 14
February 2018 to acquire Minto Explorations Ltd ("Minto") from
Capstone Mining Corporation ("Capstone") (the "Minto Acqusition").
Minto is a producing copper-gold-silver mine located in Yukon,
Northern Canada. Since signing the SPA work has been ongoing to
finalise the transaction, including completion of the legal
process.
-- Upon successful closure of the Minto Acquisition, the
Company's strategy will be to seek other opportunities in copper
and base metals mining. Focus regions will be the Americas,
Australia, Europe and sub-Saharan Africa.
David Linsley, CEO said:
"Minto is located in the mining friendly Yukon territory in
Canada and has a 10-year production history with all key
infrastructure, facilities and operating teams in place. Minto fits
perfectly with our stated goal to acquire a producing and
profitable mining operation to which our team can add further
value. This acquisition will represent a core asset to Pembridge
and will be used as a platform for future growth."
For further information contact:
Pembridge Resources plc T: +44 (0) 207 917 2968
David Linsley, Chief Executive Officer
Paul Fenby, Chief Financial Officer
SI Capital Limited -Broker T: +44 (0) 1483 413 500
Nick Emerson
Tavistock Public Relations T: +44 (0) 207 920 3150
Charles Vivian
Gareth Tredway
Chairman's statement
I am pleased to present the condensed interim financial
statements for Pembridge Resources plc's results for the half year
ended 30 June 2018. On 14 February 2018 the Company signed the SPA
to acquire Minto from Capstone. Minto is a producing
copper-gold-silver mine located in Yukon, Northern Canada. Since
signing the SPA, work has been ongoing to finalise the transaction,
including completion of the legal process.
During the period, the Company made a loss of US$2.20 million.
The losses during the period are costs associated with the Minto
Acquisition (including legal and professional fees, travel, and
consultancy), together with costs incurred in managing the head
office in the United Kingdom.
As at 30 June 2018, the Company had US$0.12 million in cash
reserves.
Francis McAllister
Chairman
21 September 2018
Statement of comprehensive income
for the period 1 January to 30 June 2018
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2018 2017 2017
Note US$'000 US$'000 US$'000
(unaudited) (unaudited) (audited)
Administrative, legal
and professional expenses (2,231) (619) (1,768)
Other income 31 31 -
Loss on disposal of financial
assets - (158) (157)
Operating loss (2,200) (746) (1,925)
Finance cost - - -
Loss before taxation (2,200) (746) (1,925)
Income tax - - -
Loss for the period attributable
to the equity holders
of the parent (2,200) (746) (1,925)
Other comprehensive income - - -
___________ __________ _______________
Total comprehensive income
for the period (2,200) (746) (1,925)
Earnings per share expressed
in cents
Basic and diluted earnings
per share attributable
to the equity holders
of the company 3 (0.98c) (0.92c) (1.4c)
Statement of financial position
as at 30 June 2018
At At At
31 December
30 June 2018 30 June 2017 2017
US$'000 US$'000 US$'000
(unaudited) (unaudited) (audited)
Assets
Non-current assets
Property, plant and equipment 16 2 2
Total non-current assets 16 2 2
Current assets
Trade and other receivables 737 207 354
Cash and cash equivalents 119 366 2,027
856 573 2,381
Total assets 872 575 2,383
Current liabilities
Trade and other payables (902) (66) (213)
Total liabilities (902) (66) (213)
Net assets 30 509 2,170
Equity
Share capital 1,306 1,123 1,306
Share premium 2,902 287 2,902
Other reserve 165 121 165
Retained deficit (4,403) (1,022) (2,203)
Equity attributable to
shareholders of the parent
company 30 509 2,170
Statement of changes in equity
for the period 1 January to 30 June 2018
Share Share Other Retained Total
capital premium reserve deficit
US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 January
2018 1,306 2,902 165 (2,203) 2,170
Loss for the period - - - (2,200) (2,200)
--------- --------- --------- --------- --------
Total comprehensive income
for the period - - - (2,200) (2,200)
Balance at 30 June 2018 1,306 2,902 165 (4,403) (30)
========= ========= ========= ========= ========
Balance at 1 January
2017 1,048 138 112 (278) 1,020
Loss for the period - - - (1,925) (1,925)
--------- --------- --------- --------- --------
Total comprehensive income
for the period - - - (1,925) (1,925)
--------- --------- --------- --------- --------
Proceeds from shares
issued 182 2,772 - - 2,954
Direct cost of shares
issued - (153) - - (153)
Share based payments 76 151 - - 227
Value of placing warrants - (6) 6 - -
Value of share options - - 47 - 47
--------- --------- --------- --------- --------
Total transactions with
owners recognised directly
in equity 258 2,764 53 - 3075
Balance at 31 December
2017 1,306 2,902 165 (2,203) 2,170
========= ========= ========= ========= ========
Balance at 1 January
2017 1,048 138 112 (278) 1,020
Loss for the period - - - (746) (746)
--------- --------- --------- --------- --------
Total comprehensive income
for the period - - - (746) (746)
--------- --------- --------- --------- --------
Value of share option - - 9 - 9
Issue of shares 75 149 - - 224
--------- --------- --------- --------- --------
Total transactions with
owners recognised directly
in equity 75 149 9 - 233
Balance at 30 June 2017 1,123 287 121 (1,024) 507
========= ========= ========= ========= ========
Statement of cash flows
for the period 1 January to 30 June 2018
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2018 2017 2017
US$'000 US$'000 US$'000
(unaudited) (unaudited) (audited)
Cash flows from operating
activities
Loss for the year (2,200) (746) (1,925)
Adjusted by:
Share option charge - 9 47
Loss on disposal of financial
assets - 158 157
Depreciation 2 1 1
(2,198) (578) (1,720)
Movements in working capital
(Increase)/ decrease in trade
and other receivables (384) (94) (316)
Increase/ (decrease) in trade
and other payables 690 (118) 29
Net cash used in operating
activities (1,892) (790) (2,007)
Cash flows used in investing
activities
Purchase of property, plant
and equipment (16) - -
Purchase of available for
sale financial assets - (200) (199)
Proceeds from sale of available
for sale financial assets - 193 269
Net cash (used in)/generated
from investment activities (16) (7) 70
Cash flows used in financing
activities
Proceeds from issuance of
shares - - 2,954
Direct cost of share issue - - (153)
Net cash generated from financing
activities - - 2,801
Increase/(Decrease) in cash
and cash equivalents in the
period (1,908) (797) 864
Reconciliation to net cash
Cash and cash equivalents
at the beginning of the period 2,027 1163 1,163
Increase/(Decrease) in cash (1,908) (797) 864
Cash and cash equivalents
at the end of the period 119 366 2,027
Notes to the condensed consolidated financial statements
for the period 1 January to 30 June 2018
1. NATURE OF OPERATIONS AND GENERAL INFORMATION
The principal activity of Pembridge Resources is that of a
holding company. The Company anticipates investing in businesses or
projects in the natural resource sector with a particular interest
in base and precious metals.
Pembridge Resources is incorporated and domiciled in England.
The address of Pembridge Resources's registered office is Suite A,
6 Honduras Street, London EC1Y 0TH. Pembridge Resources's ordinary
shares are admitted to listing on the standard segment on the
Official List of the Financial Conduct Authority (the "FCA") and to
trading on the main market for listed securities of London Stock
Exchange plc.
Pembridge Resources's financial statements are presented in
United States dollars (US$), which is also the functional currency
of the Company.
These condensed interim financial statements were approved for
issue by the Board of Directors on 21 September 2018.
These condensed interim financial statements for the six months
ended 30 June 2018 do not comprise statutory accounts within the
meaning of section 434 of the Companies Act 2006.
2. Basis of preparation
The unaudited condensed consolidated interim financial
statements have been prepared In accordance with Disclosure
Guidance and Transparency Rules of the FCA, using the recognition
and measurement principles of International Accounting Standards,
International Reporting Standards and Interpretations adopted for
use in the European Union (collectively EU IFRSs). The Company has
not complied with IAS 34 "Interim Financial Reporting". The
principal accounting policies used in preparing the condensed
interim financial statements are unchanged from those disclosed in
the Company's Annual Report for the year ended 31 December 2017 and
are expected to be consistent with those policies that will be in
effect at the year end.
The condensed interim financial statements for the six months
ended 30 June 2018 and 30 June 2017 are un-reviewed a nd unaudited.
The comparative financial information does not constitute statutory
financial statements within the meaning of the Companies Act 2006.
Statutory financial statements for the year ended 31 December 2017
were approved by the Board of Directors on 27 April 2018 and
delivered to the Registrar of Companies. The auditors' report on
those accounts was unmodified, but did include an emphasis of
matter relating to going concern. The audit report did not contain
a statement under section 498(2)--(3) of the Companies Act
2006.
Going concern
The Company raises finance for its activities in discrete
tranches. The Company has not generated revenues from operations.
As such, the Company's ability to continue to adopt the going
concern assumption will depend upon a number of matters including
future successful capital raisings for necessary funding or loans
from third parties.
The Directors consider that adequate resources exist for the
Company to continue in operational existence for the foreseeable
future and that, therefore, it is appropriate to adopt the going
concern basis in preparing the condensed interim financial
statements for the period ended 30 June 2018.
Risks and uncertainties
The key risks that could affect the Company in the medium term
and the factors that mitigate those risks have not substantially
changed from those set out in the Annual Report and Financial
Statements for the year ended 31 December 2017.
Segment reporting
In the opinion of the Directors that the operations of the
Company currently represent one segment, and are treated as such,
when evaluating its performance. The chief operating decision maker
is the Board of Directors. The Board of Directors reviews
management accounts prepared for the Company when assessing
performance.
3. EARNINGS per share
The calculation of the earning per share is based on the loss
attributable to ordinary shareholders divided by the weighted
average number of shares in issue during the period. The basic and
diluted loss per share are the same as the effect of the exercise
of share warrants and options would be anti--dilutive.
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2018 2017 2017
US$'000 US$'000 US$'000
(unaudited) (unaudited) (audited)
Basic and diluted loss per share
(US cents) (0.98c) (0.92c) (1.4c)
Loss before tax (2,200) (746) (1,925)
Weighted average number of shares
for basic and diluted loss per
share 223,849,257 80,665,480 133,409,358
4. SHARE CAPITAL AND PREMIUM
Number Number Share Share Share Total
of ordinary of deferred Capital- capital Premium
Shares shares Ordinary - Deferred
US$'000 US$'000 US$'000 US$'000
At 1 January 2017 75,839,596 - 1048 - 138 1,186
Shares issued as
consideration for
acquisition of
investment 6,003,599 - 76 - 151 227
Proceed from share
issue at 1.6p per
share 142,006,062 - 182 - 2,772 2,954
Cost of share issue - - - - (153) (153)
Value of placing
warrants - - - - (6) (6)
Share split - 81,843,195 (1,011) 1,011 - -
------------- ------------- ---------- ------------ --------- --------
At 31 December
2017 and 30 June
2018 223,849,257 81,843,195 295 1,011 2,902 4,208
On 18 August 2017, the Company passed a special resolution to
sub-divide 81,843,195 ordinary shares of GBP0.01 each into one new
ordinary share of 0.1p each and one deferred share of 0.9p
each.
Ordinary shares have attached to them full voting, dividend and
capital distribution rights (including on a winding up). Deferred
shares are not entitled to vote and do not confer a right to
receive a dividend. The deferred shares are entitled to participate
on a winding up once the ordinary shares have received GBP1,000,000
per ordinary share.
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END
IR EALNXAFEPEFF
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September 28, 2018 02:00 ET (06:00 GMT)
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