TIDMPERE
RNS Number : 6447X
Pembridge Resources plc
30 April 2019
PEMBRIDGE RESOURCES PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2018
Pembridge Resources plc
Company No. 07352056
Strategic Report
Chairman's statement
We are pleased to present the Annual Report and Financial
Statements of Pembridge Resources plc's ("Pembridge", the "Group"
or the "Company") results for the year ended 31 December 2018.
Introduction
Given the macro outlook for mining and mining investment during
2018, the Directors believed an opportunity existed for the Company
to take advantage of cyclically low asset and project valuations,
particularly in base and precious metals, and to invest in projects
where access to capital has been restricted.
In February 2018 the Company signed a Sale and Purchase
Agreement ("SPA") with Capstone Mining Corporation ("Capstone") to
acquire Minto Explorations Ltd ("Minto"), which operates a
copper-gold-silver mine (the "Minto Mine"). The Minto Mine is
located in the mining friendly Yukon territory in Canada and has a
10-year production history with all key infrastructure and
facilities in place. The opportunity offered by the Minto Mine
aligned with the Company's stated goal to acquire a producing and
profitable mining operation, to which the Pembridge team can add
value.
The Company sought to raise equity in June 2018 in order to fund
the purchase of the Minto Mine. However, against a background of
falling copper prices and increased market uncertainty, the Company
was unable to raise the equity required despite the backing of a
major global Japanese trading house and a clear plan to extend the
life of the Minto Mine.
Subsequently, Capstone took the decision to cease production at
the Minto Mine and placed it onto care-and-maintenance, effective
11 October 2018. During the fourth quarter of 2018, the Company
engaged in discussions with Capstone to renegotiate the terms of
the SPA.
The Company expects to be in a position to provide an update to
shareholders on the status of those discussions shortly.
During the year the Company acquired three newly incorporated
Canadian registered subsidiary undertakings in order to acquire
certain mining rights in the Yukon. As a result, the year ended 31
December 2018 is the first period in which consolidated financial
statements are prepared.
Financials
During 2018, the Group and Company made a loss of US$3.79
million (2017 - Company loss of US$1.90 million). The closing cash
and cash equivalents balance is US$0.151 million at year-end 2018,
compared to US$2.027 million at year-end 2017.
Principal risks and uncertainties
Nature of Risk How we manage it
Funding Risk The Group and Company have the
The Group and Company will need capability to raise funds required
to secure additional funding for working capital purposes
to cover working capital. via its brokers, SI Capital and
Impact Brandon Hill.
Shortage of cash for Head Office
and acquisition costs.
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Regulatory Risk Pembridge is currently undertaking
The Company may not be able to a process to seek re-admission
complete a reverse takeover and to listing on the standard segment
become eligible for re-admission of the Official List of the UK
to listing on the standard segment Financial Conduct Authority and
of the Official List of the UK to trading on the main market
Financial Conduct Authority and for listed securities of London
to trading on the main market Stock Exchange plc, and to raise
for listed securities of London funds for working capital and
Stock Exchange plc. costs associated with an acquisition.
Impact This process is being facilitated
The Company will cease to be by the assembled team outlined
admitted to listing on the standard in the Chairman's statement who
segment of the Official List have engaged with the necessary
of the UK Financial Conduct Authority advisers, including the Company's
and to trading on the main market brokers, to raise capital within
for listed securities of London the required timeframe.
Stock Exchange plc.
-----------------------------------------
Human Resources Risk The Company has attracted and
The achievement of the Group's will retain a qualified team
and Company's objectives will by providing a competitive remuneration
be dependent on the Company attracting policy, which includes financial
and retaining qualified and motivated performance incentives so as
staff. to align the team with the shareholders
Impact of the Company.
The efficiency of a particular
aspect of the Group's and Company's
operations could be affected
leading to reduced profitability.
-----------------------------------------
Investment Risk Pembridge has a comprehensive
The investments the Company makes investment policy and strategy,
fail to be of any value. as outlined in its Financial
Impact Position and Prospects ("FPP")
The investments are written off. procedures, that will assist
in prudent measures being made
to identify and perform due diligence
on the investments that the Company
makes.
-----------------------------------------
Business Review & Development
A review of the business and its operations can be found in the
Chairman's statement on page 2.
Key performance indicators
KPI Measure Performance
Shareholder returns Share price performance The Company's ordinary
share price was suspended
at 1.275p on announcement
of the Minto purchase
transaction and remained
suspended as at 31
December 2018.
------------------------ ---------------------------
Cash flows Cash balances Cash balances decreased
from US$2.027million
to US$ 0.151million.
------------------------ ---------------------------
Francis McAllister
Non-Executive Director and Chairman of the Board
30 April 2019
Corporate and Social Responsibility Report ("CSR")
Pembridge is committed to complying with all Health and Safety,
environmental and social legislation and protecting the health and
general wellbeing of its employees. It is committed to preserving
the environment.
Environment
Concern for the environment is of upmost importance to
Pembridge. It is our policy to reduce to a minimum the potential
environmental impact of our activities and have a positive impact
on the areas in which we operate.
Health, Safety and Security
The health, safety and security of the personnel and communities
in which we operate takes priority in the management of our
operations. Our goal is to prevent injury and ill health to
employees and contractors by providing a safe and healthy working
environment and by minimising risks associated with occupational
hazards.
Business Ethics
Pembridge is committed to carrying out all its operations with
high moral and legal standards. Pembridge has an anti-corruption
and anti-bribery policy which are in line with the requirements of
the UK Bribery Act. Staff and contractors are made aware of their
obligations both on recruitment and by periodical updates.
The Strategic Report (comprising the Chairman's statement and
principal risks and uncertainties) on pages 2-3 was approved by the
Board of Directors and was signed on its behalf by Francis
McAllister, Chairman of the Board.
Francis McAllister
Non-Executive Director and Chairman of the Board
30 April 2019
Board of Directors and Senior Management
Frank McAllister, Chairman
With over 50 years' industry experience, Frank McAllister has
held various senior and Board positions in a number of metals and
mining companies. He worked with ASARCO Incorporated for 33 years
during which he became Chief Financial Officer in 1982 and then
Executive Vice President of Copper Operations in 1993. He
eventually became ASARCO's President and Chief Operating Officer
before becoming Chairman and Chief Executive Officer in 1999. In
1996 he became an Independent Director of Cliffs Natural Resources
Inc and its Lead Director from 2004 to 2013. During the same
period, he was also Chairman, CEO and a Director at Stillwater
Mining Co, and served as President of the National Mining
Association during 2012 and 2013. Frank holds an MBA from New York
University, Bachelor of Science in Finance from the University of
Utah and attended the Advanced Management Program at Harvard
Business School.
David Linsley, Chief Executive Officer
David Charles Linsley is a former Executive Director of Behre
Dolbear. Prior to his work with BD he was a co-founder of Northern
Zinc, a group formed to acquire a near production zinc asset in
upstate New York. Mr Linsley founded Sirius Investment Management
LLP in 2005, a Gibraltar based multi strategy fund management group
specialising in fund of funds and hedge fund products. The most
notable fund launched was the Sirius Resource Fund which invested
in global mining and resource transactions. Previously, in 1998, Mr
Linsley was a co-founder and CEO of Cross Asset Management Ltd, a
UK- based hedge fund management Company which managed $500 million
in assets across multiple strategies including Event Driven Equity
and Credit. As a multi-strategy Europe-focused arbitrage firm,
Cross Asset Management was involved in mergers, corporate
restructurings, IPOs and private placements across Europe. In 2005,
Cross Asset Management was sold to RAB Capital, a specialist asset
manager focusing on natural resource and long/short equity
investments. Mr Linsley started his career at Lehman Brothers
International in the prime brokerage and equity finance group,
where he was involved with numerous hedge fund structures as an
early participant in the London based hedge fund community. Mr
Linsley has developed strong relationships with institutional funds
internationally, including in Europe and the US. In addition, Mr
Linsley has been involved in numerous financings in the mining and
natural resource sectors around the world and has sat on the board
of several mining companies.
Guy Le Bel, Non-Executive Director
Guy brings more than 30 years of international experience in
strategic and financial mine planning to the Pembridge team. He is
currently CFO of Golden Queen Mining Ltd, and was previously Vice
President Evaluations for Capstone Mining Corp, Director of Golden
Queen Mining, RedQuest Capital Corp and was VP, Business
Development at Quadra Mining Ltd. He also held business advisory,
strategy and planning, business valuation, and financial planning
management roles at BHP Billiton Base Metals Ltd., Rio Algom Ltd.
and Cambior Inc. He has extensive experience across precious and
base metals industries in the Americas. Guy holds an MBA Finance
from École des Hautes Études Commerciales, a Master Applied
Sciences, Mining Engineering - University of British Columbia and a
B.Sc. Mining Engineering from Université Laval.
Gati Al-Jebouri, Non-Executive Director
Mr Al-Jebouri, who was born in Bulgaria in 1969, graduated from
the University of Bristol with a Civil Engineering degree in 1990
and from the Institute of Chartered Accountants as a chartered
accountant in 1994. In 2001 he was appointed Deputy Minister of
Energy of Bulgaria and in 2002 Bulgaria's First Deputy Minister of
Finance. His varied career has included working for the accountancy
firm KPMG in London and Bulgaria until being recruited to LUKOIL,
where he soon became Director of Investment and Finance in the
London office. In 2003 he became Chief Financial Officer of LITASCO
(LUKOIL International Trading and Supply Company), where he rose to
Chief Executive Officer two years later. In 2010 he became
Executive Director for Finance and Marketing of LUKOIL Mid East Ltd
and in 2018 was promoted to Managing Director of the Company.
Peter Bojitos, President
Peter Bojtos is a professional engineer with over 40 years of
experience in the mining industry and a strong background in
corporate management; including all facets of the industry from
exploration through the feasibility study stage to mine
construction, operations and decommissioning. He graduated from the
University of Leicester in 1972, following which he worked at a
number of open-pit iron-ore and underground base-metal and uranium
mines in West Africa, the United States and Canada. From 1990 to
1995 he was President & CEO of RFC Resource Finance Corp,
President & CEO of Consolidated Nevada Goldfields Corp and was
Chairman & CEO of Greenstone Resources Ltd. He has also been an
independent Director of numerous Canadian, US, Australian, London
or European listed mining and exploration companies over the past
18 years. These include Birim Goldfields Inc., Desert Sun Mining
Corp., Queenstake Resources Ltd., European Uranium Inc., US Gold
Corp.and Vaaldiam Resources Ltd.
During the course of his career he has visited and evaluated
properties in over 70 countries carrying out approximately 20
significant corporate acquisitions, mergers or sales that involved
24 operating mines; participating in the financing, development,
building or reopening of 19 mines and has had a hand in the
operation of 24 producing mines.
Paul Fenby, Chief Financial Officer
Paul has over 25 years' experience in natural resources, most
recently as Group CFO of UK listed Asia Resource Minerals Plc
between 2013 and 2015. There he was responsible for both the London
and Jakarta listed entities of the Indonesia focussed coal mining
Company. Immediately prior to joining Pembridge he was the Interim
CFO at Smiths Detection, a division of Smiths Group Plc. After
qualifying in 1990 as an accountant in public practice he joined
ExxonMobil where he held roles in finance, strategic planning,
sales & marketing and external affairs. He then held senior
international finance roles at BG Plc and Petrofac Plc, and has
lived and worked in Egypt, Kazakhstan, Malaysia and Indonesia. Paul
holds a degree from the University of Leicester, and is a Fellow of
the Institute of Chartered Accountants in England and Wales.
Thomas Horton, Vice President Project Development
Thomas Horton is a mining professional with a range of work
experience across Canada, the Middle East, Europe and the UK. He
joins Pembridge from Private Equity firm Duke Street Capital, where
he was involved in deal execution and origination, following the
completion of his MBA. Prior to this, Thomas was business
development manager for MineARC Systems, where he successfully
expanded the business across Europe and the Middle East. Before
MineARC, Thomas was at RFC Ambrian where he worked with a number of
London and ASX listed mining and oil & gas clients in a
corporate broking and capital markets capacity. Prior to RFC
Ambrian, Thomas was a project engineer in the Canadian mining
industry working for AMEC and Fluor Corp, where he worked on Vale's
Long Harbour nickel processing plant construction, Freeport
McMoran's El Abra SX EW plant expansion, and the feasibility
studies for BHP's Jansen project and Agrium's Vanscoy expansion
project. Thomas holds a Masters in Business Administration (MBA)
from London Business School, and has a Master's degree (MEng) in
Mechanical Engineering from the University of Manchester. Thomas is
also Co-Chairman and Secretary for the Association of Mining
Analysts.
Directors' Report
The Directors present their report and the audited Financial
Statements of the Group and Company for the year ended 31 December
2018.
General information about the Group and Company is provided in
note 1 to the Financial Statements.
Principal activity
The principal activity of Pembridge is to operate as a base and
precious metals focussed holding company.
Business review and future development
A review of the business and future developments of the Group
and Company is included within the Chairman's statement on pages 2
and 3, which form part of the Strategic Report.
Results and dividends
During 2018, the Group made a loss of US$3.83 million (2017 -
Company loss of US$1.90 million). The loss incurred during the year
consists of costs of running the head office in London, associated
listing and regulatory requirements and legal and professional
costs in connection with the Minto acquisition. No dividends were
paid during the year and the Directors do not recommend payment of
a final dividend (2017: $nil).
Going concern
The Group's and Company's ability to continue to adopt the going
concern basis of preparation will depend upon a number of matters
including future successful capital raisings for necessary funding
or loans from third parties.
The Group and Company does not currently have sufficient funds
to meet its working capital needs over the going concern period,
and further funding will be required in order to complete an
acquisition and for associated working capital requirements. The
Company will seek to raise funds for working capital purposes
through a fundraise, and will seek re-admission to listing on the
standard segment of the Official List of the UK Financial Conduct
Authority and to trading on the main market for listed securities
of London Stock Exchange plc, which is subject to shareholder and
regulatory approvals. The Directors are of the opinion that the
Company will be able to secure funding through fundraises and from
third parties to meet its current and future liabilities. However,
in the event that the Group and Company is unable to secure finance
either through third parties or capital raising, it may not have
sufficient funds in order to meet its contracted and committed
liabilities for at least 12 months from the date of approval of the
Financial Statements, and will need to source additional funds by
alternative means to continue as a going concern.
Related Party Transactions
The Company borrowed GBP280,000 during the year to 31 December
2018 from its Directors, to fund working capital. Further details
are provided in Note 10 to these financial statements.
Post reporting date events
The Company entered into a related party transaction with Gati
Al-Jebouri on 25 February 2019, borrowing GBP40,000 in order to
fund working capital. The unsecured loan has a two year term, and
carries an interest rate of 20% per annum, payable semi-annually in
arrears.
Directors
The Directors who served during the year ended 31 December 2018
and up to the date of signing the Financial Statements were as
follows:
Francis McAllister Chairman and Non-Executive Director
David Charles Linsley Director and Chief Executive Officer
Guy Le Bel Non-Executive Director
Gati Al-Jebouri Non-Executive Director
Share consolidation and deferred share repurchase
On 16 July 2018 the Company announced the consolidation of every
10 existing ordinary shares of nominal value 0.1 pence each into
one Ordinary Share of nominal value; such consolidation to take
place immediately before the ordinary shares are re-admitted to
listing on the standard segment of the Official List of the UK
Financial Conduct Authority and to trading on the main market for
listed securities of London Stock Exchange plc. Also on 16 July
2018, all of the Deferred Shares were repurchased by the Company by
way of the proceeds of the issue of one ordinary share.
Capital structure
The Company's capital consists of ordinary shares which rank
pari passu in all respects which are currently suspended from
listing on the standard segment of the Official List of the UK
Financial Conduct Authority and trading on the main market for
listed securities of London Stock Exchange plc. There are no
restrictions on the transfer of securities in the Company or
restrictions on voting rights and none of the Company's ordinary
shares are owned or controlled by employee share schemes. There are
no arrangements in place between shareholders that are known to the
Company that may restrict voting rights, restrict the transfer of
securities, result in the appointment or replacement of Directors,
amend the Company's articles of association or restrict the powers
of the Company's Directors, including in relation to the issuing or
buying back by the Company of its shares or any significant
agreements to which the Company is a party that take effect after
or terminate upon, a change of control of the Company following a
takeover bid or arrangements between the Company and its Directors
or employees providing for compensation for loss of office or
employment (whether through resignation, purported redundancy or
otherwise) that may occur because of a takeover bid.
Directors' indemnities
Pembridge maintained liability insurance for its Directors and
officers during the period and also as at the date of the
Directors' Report.
Financial instruments
The financial risk management policies and objectives are set
out in detail in Note 22 of the Financial Statements.
Information on exposure to risks
Principal risks and uncertainties are discussed in the Strategic
Report on pages 2 and 3, while liquidity risks are covered in Note
22.
Greenhouse gas emissions
The Group has as yet minimal greenhouse gas emissions to report
from the operations of the Group and does not have responsibility
for any other emission producing sources under the Companies Act
2006 (Strategic Report and Directors report) Regulations 2014.
Corporate Governance
The Governance Report is disclosed on pages 9 to 12.
Statement as to disclosure of information to auditor
The Directors who were in office on the date of approval of
these Financial Statements have confirmed, as far as they are
aware, that there is no relevant audit information of which the
auditors are unaware. Each of the Directors have confirmed that
they have taken all the steps that they ought to have taken as
Directors in order to make themselves aware of any relevant audit
information and to establish that it has been communicated to the
auditor.
Auditor
The auditors, PKF Littlejohn LLP, have expressed their
willingness to continue in office and a resolution that they be
re-appointed will be proposed at the annual general meeting.
By order of the Board
David Linsley
Director and Chief Executive Officer
30 April 2019
Governance Report
Introduction
Pembridge Resources plc recognises the importance of, and is
committed to, high standards of Corporate Governance. At the date
of this Report, and whilst the Company is not formally required to
comply with the UK Corporate Governance Code, the Company will try
to observe, where practical, the requirements of the UK Corporate
Governance Code. The UK Corporate Governance Code can be found at
frc.org.uk/our-work/publications/Corporate-Governance.
The Group will comply with the QCA Code, as published by the
Quoted Companies Alliance, to the extent they consider appropriate
in light of the Group's size, stage of development and
resources.
The Group is currently a small company with a modest resource
base. The Group has a clear mandate to optimise the allocation of
limited resources to support its development plans. As such, the
Group strives to maintain a balance between conservation of limited
resources and maintaining robust corporate governance practices. As
the Group evolves, the Board is committed to enhancing the Group's
corporate governance policies and practices deemed appropriate for
the size and maturity of the organisation.
Set out below are the Group's and Company's corporate governance
practices for the year ended 31 December 2018.
Leadership
The Group is headed by an effective Board which is collectively
responsible for the long-term success of the Group.
The role of the Board - The Board sets the Group's strategy,
ensuring that the necessary resources are in place to achieve the
agreed strategic priorities, and reviews management and financial
performance. It is accountable to shareholders for the creation and
delivery of strong, sustainable financial performance and long-term
shareholder value. To achieve this, the Board directs and monitors
the Group's affairs within a framework of controls which enable
risk to be assessed and managed effectively. The Board also has
responsibility for setting the Group's core values and standards of
business conduct and for ensuring that these, together with the
Group's obligations to its stakeholders, are widely understood
throughout the Group.
Board Meetings - The core activities of the Board are carried
out in scheduled meetings of the Board. These meetings are timed to
link to key events in the Group's corporate calendar and regular
reviews of the business are conducted. Additional meetings and
conference calls are arranged to consider matters which require
decisions outside the scheduled meetings. During the year, the
Board met on 9 occasions.
Outside the scheduled meetings of the Board, the Directors
maintain frequent contact with each other to discuss any issues of
concern they may have relating to the Group or their areas of
responsibility, and to keep them fully briefed on the Company's
operations.
Matters reserved specifically for Board - The Board has a formal
schedule of matters reserved that can only be decided by the Board.
The key matters reserved are the consideration and approval of;
- The Group's overall strategy;
- Financial Statements and dividend policy;
- Management structure including succession planning,
appointments and remuneration; material acquisitions and disposal,
material contracts, major capital expenditure projects and
budgets;
- Capital structure, debt and equity financing and other matters;
- Risk management and internal controls;
- The Group's corporate governance and compliance arrangements; and
- Corporate policies.
Summary of the Board's work in the year - During the year, the
Board considered all relevant matters within its remit, but focused
in particular on the establishment of the Group and Company and the
identification of a suitable investment opportunity for the Company
to pursue. Certain other matters are delegated to the Board
Committees, namely the Audit and Remuneration Committees.
Governance Report (continued)
Attendance at meetings:
Member Meetings attended
----------------------- -------------------------------------- ------------------
Francis McAllister Chairman and Non-Executive Director 8
David Charles Linsley Director and Chief Executive Officer 9
Guy Le Bel Non-Executive Director 9
Gati Al-Jebouri Non-Executive Director 8
The Board is pleased with the high level of attendance and
participation of Directors at Board and committee meetings.
The Chairman, Francis McAllister, sets the Board Agenda and
ensures adequate time for discussion.
Non-executive Directors - The non-executive Directors bring a
broad range of business and commercial experience to the Company
and have a particular responsibility to challenge independently and
constructively the performance of the Executive management (where
appointed) and to monitor the performance of the management team in
the delivery of the agreed objectives and targets.
Non-executive Directors are initially appointed for a term of
three years, which may, subject to satisfactory performance and
re-election by shareholders, be extended by mutual agreement.
Other governance matters - All of the Directors are aware that
independent professional advice is available to each Director in
order to properly discharge their duties as a Director. In
addition, each Director and Board Committee has access to the
advice of the Company Secretary.
The Company Secretary - The Company Secretary role is carried
out by London Registrars Ltd.
Effectiveness
For the period under review the Board comprised of a Chief
Executive Officer, a non-executive Chairman and two independent
non-executive Directors. Biographical details of the Board members
are set out on pages 5 and 6 of this report.
The Directors are of the view that the Board and its committees
consist of Directors with an appropriate balance of skills,
experience, independence and diverse backgrounds to enable them to
discharge their duties and responsibilities effectively.
Independence - The Board considers each of the non-executive
Directors to be independent in character and judgement.
Appointments - the Board is responsible for reviewing and the
structure, size and composition of the Board and making
recommendations to the Board with regards to any required
changes.
Governance Report (continued)
Commitments - All Directors have disclosed any significant
commitments to the Board and confirmed that they have sufficient
time to discharge their duties.
Induction - All new Directors received an induction as soon as
practical on joining the Board.
Conflicts of interest - A Director has a duty to avoid a
situation in which he or she has, or can have, a direct or indirect
interest that conflicts, or possibly may conflict with the
interests of the Group and Company. The Board had satisfied itself
that there is no compromise to the independence of those Directors
who have appointments on the Boards of, or relationships with,
companies outside the Company. The Board requires Directors to
declare all appointments and other situations which could result in
a possible conflict of interest.
Board performance and evaluation - The Company has a policy of
appraising Board performance annually. Having reviewed various
approaches to Board appraisal, the Company has concluded that for a
Company of its current scale, an internal process of regular face
to face meetings is most appropriate, in which all Board members
discuss any issues as and when they arise in relation to the Board
or any individual member's performance.
Although the Board consists of only male Directors, the Board
supports diversity in the Boardroom and the Financial Reporting
Council's aims to encourage such diversity. The following table
sets out a breakdown by gender at 31 December 2018:
Male Female
Directors 4 -
----- -------
Senior Managers 3
----- -------
Other employees - 2
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Accountability
The Board is committed to providing shareholders with a clear
assessment of the Group's position and prospects. This is achieved
through this report and as required other periodic financial and
trading statements.
Going concern - The Group's and Company's business activities,
together with factors likely to affect its future operations,
financial position, and liquidity position are set out in the
Directors' Report and the Principle risks and Uncertainties
sections of the Strategic Report. In addition, the notes to
Financial Statements discloses the financial risk management
practices with respect to its capital structure, liquidity risk,
foreign exchange risk, and other related matters.
The Directors, having made due and careful enquiry, are of the
opinion that the Group and Company do not have adequate working
capital to execute its operations and will require further working
capital during the next 12 months, and has the ability to access
such additional financing. The Directors, therefore, have made an
informed judgement, at the time of approving Financial Statements,
that there is a reasonable expectation that the Group and Company
have adequate resources to continue in operational existence for
the foreseeable future. As a result, the Directors have continued
to adopt the going concern basis of accounting in preparing the
financial statements.
Internal controls - The Board of Directors reviews the
effectiveness of the Group's and Company's system of internal
controls in line with the requirement of the Code. The internal
control system is designed to manage the risk of failure to achieve
its business objectives. This covers internal financial and
operational controls, compliances and risk management. The Company
has necessary procedures in place for the year under review and up
to the date of approval of the Annual Report and Financial
Statements. The Directors acknowledge their responsibility for the
Group's and Company's system of internal controls and for reviewing
its effectiveness. The Board confirms the need for an ongoing
process for identification, evaluation and management of
significant risks faced by the Group. The Directors carry out a
risk assessment before signing up to any commitments.
Governance Report (continued)
The Audit Committee regularly reviews and reports to the Board
on the effectiveness of the system of internal control. Given the
size of the Group and Company and the relative simplicity of the
systems, the Board considers that there is no current requirement
for an internal audit function. The procedures that have been
established to provide internal financial control are considered
appropriate for a Group and Company of its size and include
controls over expenditure, regular reconciliations and management
accounts.
The Directors are responsible for taking such steps as are
reasonably available to them to safeguard the assets of the Group
and to prevent and detect fraud and other irregularities.
Remuneration
Currently due to the size of the Group there is no Remuneration
Committee. This will be established following an acquisition.
Remuneration paid to Directors in the period under review is
disclosed in the Directors' Remuneration Report.
Nomination
Currently due to the size of the Group there is no Nomination
Committee. This will be established following an acquisition.
Shareholder relations
Communication and dialogue - Open and transparent communication
with shareholders is given high priority and there is regular
dialogue with institutional investors, as well as general
presentations made at the time of the release of the annual and
interim results. All Directors are kept aware of changes in major
shareholders in the Company and are available to meet with
shareholders who have specific interests or concerns. The Group
issues its results promptly to individual shareholders and also
publishes them on the Company's website:
www.pembridgeresources.com. Regular updates to record news in
relation to the Group are included on the Company's website.
Shareholders and other interested parties can subscribe to receive
these news updates by email by registering online on the website
free of charge.
The Directors are available to meet with institutional
shareholders to discuss any issues and gain an understanding of the
Company's business, its strategies and governance. Meetings are
also held with the corporate governance representatives of
institutional investors when requested.
Annual General Meeting - At every annual general meeting
individual shareholders are given the opportunity to put questions
to the Chairman and to other members of the Board that may be
present. Notice of the annual general meeting is sent to
shareholders at least 21 clear days before the annual general
meeting. Details of proxy votes for and against each resolution,
together with the votes withheld are announced by way of regulatory
information service and are published on the Company's website as
soon as practical after the annual general meeting.
Francis McAllister
Chairman and Non-Executive Director
30 April 2019
Directors' Remuneration Report
Until an acquisition is made the Company will not have a
separate remuneration committee. The Board as a whole will instead
review the scale and structure of the Directors' fees, taking into
account the interests of shareholders and the performance of the
Company and Directors. Following the completion of an acquisition,
the Board intends to put in place a remuneration committee.
The items included in this report are unaudited unless otherwise
stated.
Statement of Pembridge Resources plc's policy on Directors'
remuneration
The Group's policy is to maintain levels of remuneration so as
to attract, motivate, and retain Directors and Senior Executives of
the highest calibre who can contribute their experience to deliver
industry leading performance with the Group's operations. Currently
Director's remuneration is not subject to specific performance
targets.
In future periods the Group intends to implement a remuneration
policy so that a meaningful proportion of Executive and Senior
Management's remuneration is structured so as to link rewards to
corporate and individual performance, align their interests with
those of shareholders and to incentivise them to perform at the
highest levels. No Director takes part in any decision directly
affecting their own remuneration.
Directors' remuneration
The Directors who held office at 31 December 2018 and who had
beneficial interests in the ordinary shares of the Company are
summarised as follows:
Name of Director Position No. of shares held
Francis McAllister Chairman, Non-Executive Director
4,687,500
David Linsley Director and Chief Executive Officer 3,750,000
Guy Le Bel Non-Executive Director 468,750
Gati Al-Jebouri Non-Executive Director 12,500,000
Each of the Directors entered into service agreements at the
time of the Company's admission to the main market in August 2017.
Details of Directors' emoluments and of payments made for
professional services rendered are set out below.
Remuneration components
For the year ended 31 December 2018 salaries and fees, bonuses
and share based payments were the sole components of remuneration.
The Board will consider the components of Directors' remuneration
during the year and following this review these are likely to
consist of:
-- Salaries and fees
-- Annual bonus
-- Taxable benefits
-- Pensions
-- Share Incentive arrangements
Directors' emoluments and compensation (audited)
Set out below are the emoluments of the Directors for the year
ended 31 December 2018:
Salary Share
and based
2018 Fees Bonus payments Total
US$'000 US$'000 US$'000 US$'000
Francis McAllister - - - -
David Charles Linsley 419 - - 419
Gati Al-Jebouri - - - -
Guy Le Bel - - - -
Total 419 - - 419
Share
based
2017 Fees Bonus payments Total
US$'000 US$'000 US$'000 US$'000
Roderick Webster* 22 - - 22
Paul Johnson** - - - -
John Bryant* 11 - - 11
Nicholas O'Reilly** - - - -
Francis McAllister - - - -
David Charles Linsley 75 160 64 299
Gati Al-Jebouri - - - -
Guy Le Bel - - - -
Total 108 160 64 332
*resigned 27 September
2017
**resigned 17 February
2017
Directors beneficial share interests (audited)
The interests of the Directors who served during the year in the
share capital of the Company at 31 December 2018 and at the date of
this report or their resignation (if earlier) were as follows:
Number of Number of share
ordinary shares As at the Number of options / warrants
held at 31 date of options / vested but
Name of Director December 2018 this report warrants unexercised
-------------------- ----------------- ------------- ----------- --------------------
Francis McAllister 4,687,500 4,687,500 6,037,500 4,687,500
----------------- ------------- ----------- --------------------
David Linsley 3,750,000 3,750,000 10,325,000 3,750,000
----------------- ------------- ----------- --------------------
Guy Le Bel 468,750 468,750 1,818,750 468,750
----------------- ------------- ----------- --------------------
Gati Al-Jebouri 12,500,000 12,500,000 13,850,000 12,500,000
----------------- ------------- ----------- --------------------
Total pension entitlements (audited)
The Company currently has a statutory workplace pension scheme
in place, but does not pay pension amounts in relation to any of
the Directors.
The Company has not paid out any excess retirement benefits to
any Directors or past Directors.
Payments to past Directors (audited)
The Company has not paid any compensation to past Directors.
Payments for loss of office (audited)
No payments were made for loss of office during the year.
Consideration of shareholder views
The Board considers shareholder feedback received and guidance
from shareholder bodies. This feedback, plus any additional
feedback received from time to time, is considered as part of the
Company's annual policy on remuneration.
Policy for new appointments
Base salary levels will take into account market data for the
relevant role, internal relativities, the individual's experience
and their current base salary. Where an individual is recruited at
below market norms, they may be re-aligned over time (e.g. two to
three years), subject to performance in the role. Benefits will
generally be in accordance with the approved policy.
For external and internal appointments, the Board may agree that
the Company will meet certain relocation and/or incidental expenses
as appropriate.
Policy on payment for loss of office
Payment for loss of office would be determined by the
remuneration committee once appointed, taking into account
contractual obligations.
Other matters
The Company does not currently have any annual or long-term
incentive schemes in place for any of the Directors and as such
there are no disclosures in this respect.
Unaudited information
Performance graph
The ordinary shares of the Company were suspended on 14 February
2018, following the announcement of the Minto acquisition. The
shares remained suspended at 31 December 2018, and consequently no
share performance graph is shown.
Approved on behalf of the Board
Francis McAllister
Chairman and Non-Executive Director
30 April 2019
Directors' responsibilities
The Directors are responsible for preparing the Annual Report
and the Financial Statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law the Directors
have elected to prepare the Group and Company Financial Statements
in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union. Under company law the
Directors must not approve the Financial Statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Group and Company and of the profit or loss of the
Group and Company for that period.
In preparing these Financial Statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether applicable IFRSs as adopted by the European
Union have been followed, subject to any material departures
disclosed and explained in the Financial Statements; and
-- prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Group and Company
will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's and
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the Group and Company and enable
them to ensure that the Financial Statements and the Directors'
Remuneration Report comply with the requirements of the Companies
Act 2006 and, as regards the Group financial statements, Article 4
of the IAS Regulation. They are also responsible for safeguarding
the assets of the Group and Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
They are also responsible to make a statement that they consider
that the Annual Report and Financial Statements, taken as a whole,
is fair, balanced, and understandable and provides the information
necessary for the shareholders to assess the Group and Company's
position and performance, business model and strategy.
Website publication
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of the Financial Statements may
differ from legislation in other jurisdictions.
Directors Responsibility pursuant to DTR4
Each of the Directors whose names and functions are listed on
page 4 confirm that, to the best of their knowledge and belief:
-- the Financial Statements prepared in accordance with IFRS as
adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and loss of the Group and
Company; and
-- the Annual Report and Financial Statements, including the
Business review, includes a fair review of the development and
performance of the business and the position of the Group and
Company, together with a description of the principal risks and
uncertainties that they face.
Approved on behalf of the Board
Francis McAllister
Chairman and Non-Executive Director
30 April 2019
Independent Auditor's Report to the Members of Pembridge
Resources p[lc
Disclaimer of Opinion
We were engaged to audit the Financial Statements of Pembridge
Resources plc (the "Parent Company") and its subsidiaries
(together, the "Group") for the year ended 31 December 2018 which
comprise the Consolidated and Company Statements of Comprehensive
Income, the Consolidated and Company Statements of Financial
Position, the Consolidated and Company Statements of Changes in
Equity, the Consolidated and Company Cash Flow Statements and notes
to the Financial Statements, including a summary of significant
accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and
International Financial Reporting Standards ("IFRSs") as adopted by
the European Union.
We do not express an opinion on the accompanying Financial
Statements of the Group and Parent Company. Because of the
significance of the matter described in the Basis for disclaimer of
opinion section of our report, we have not been able to obtain
sufficient appropriate audit evidence to provide a basis for an
audit opinion on these Financial Statements.
Basis for disclaimer of opinion
As explained in Note 3 'Accounting Policies - going concern' to
the Financial Statements and the 'Going concern' section of the
Directors' Report, the Group and Parent Company does not currently
have sufficient funds to meet its working capital needs for the
next 12 months and further funding will be required. The ability to
raise additional funds as at the date of approval of the Financial
Statements is dependent on successfully concluding an acquisition,
which is contingent on obtaining the requisite shareholder and
regulatory approvals. The Directors have been unable to provide
sufficient appropriate audit evidence to support their opinion that
the going concern basis of preparation is appropriate. We were
unable to satisfy ourselves, through the performance of alternative
audit procedures, that additional funds would be secured in the
absence of achieving the above. Consequently, we were unable to
confirm the adequacy of the disclosures or conclude on the adequacy
of the going concern basis of preparation, for which the possible
effects on the Financial Statements could be both material and
pervasive.
Our application of materiality
The materiality applied to the Group and Parent Company
Financial Statements was US$90,000, based on thresholds for net
liabilities and the loss before tax. The performance materiality
was US$72,000.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and
assessed the risk of material misstatement in the Financial
Statements. In particular, we looked at areas involving significant
accounting estimates and judgement by the Directors and considered
future events that are inherently uncertain. We also addressed the
risk of management override of internal controls, including among
other matters consideration of whether there was evidence of bias
that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the Financial
Statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team.
Except for the matter described in the Basis for disclaimer
opinion section, we have determined that there are no key audit
matters to communicate in our report.
Other information
The other information comprises the information included in the
Annual Report, other than the Financial Statements and our
auditor's report thereon. The Directors are responsible for the
other information. Our opinion on the Group and Parent Company
Financial Statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon. In
connection with our audit of the Financial Statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the Financial Statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the Financial Statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
As described in the Basis for disclaimer of opinion section of
our report, we were unable to obtain sufficient appropriate audit
evidence to support the going concern basis of preparation.
Information pertaining to going concern is included in the
Strategic Report and Directors' Report and accordingly we are
unable to confirm the adequacy of that disclosure for the same
reason.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion the part of the Directors' remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Because of the significance of the matter described in the Basis
for disclaimer of opinion section of our report, we have been
unable to form an opinion, whether based on the work undertaken in
the course of the audit:
-- the information given in the Strategic Report and the
Directors' Report for the financial year for which the Financial
Statements are prepared is consistent with the Financial
Statements; and
-- the Strategic Report and the Directors' Report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Notwithstanding our disclaimer of an opinion on the Group and
Parent Company Financial Statements, in the light of the knowledge
and understanding of the Group and the Parent Company and their
environment obtained in the course of the audit performed subject
to the pervasive limitation described above, we have not identified
material misstatements in the Strategic Report or the Directors'
Report.
Arising solely from the limitation on the scope of our work
referred to above:
-- we have not obtained all the information and explanations
that we considered necessary for the purpose of our audit; and
-- we were unable to determine whether adequate accounting
records have been kept by the Parent Company.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- returns adequate for our audit have not been received from branches not visited by us; or
-- the Parent Company Financial Statements and the part of the
Directors' remuneration report to be audited are not in agreement
with the accounting records and returns; or
-- certain disclosures of Directors' remuneration specified by law are not made.
Responsibilities of Directors
As explained more fully in the Directors' responsibilities
statement, the Directors are responsible for the preparation of the
Group and Company Financial Statements and for being satisfied that
they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation of
the Financial Statements that are free from material misstatement,
whether due to fraud or error.
In preparing the Group and Parent Company Financial Statements,
the Directors are responsible for assessing the Group's and Parent
Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to
liquidate the Group or the Company or to cease operations, or have
no realistic alternative but to do so.
Auditor's responsibilities for the audit of the Financial
Statements
Our responsibility is to conduct an audit of the Group's and
Parent Company's Financial Statements in accordance with
International Standards on Auditing (UK) and to issue an auditor's
report.
However, because of the matter described in the Basis for
disclaimer of opinion section of our report, we were not able to
obtain sufficient appropriate audit evidence to provide a basis for
an audit opinion on these Financial Statements.
We are independent of the Group and Parent Company in accordance
with the ethical requirements that are relevant to our audit of the
Financial Statements in the UK, including the FRC's Ethical
Standard as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements.
Other matters which we are required to address
We were appointed by the Board of Directors on 10 February 2018
to audit the Financial Statements for the year ended 31 December
2017. Our total uninterrupted period of engagement is two
years.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the Group or the Company and we remain
independent of the Group and Company in conducting our audit.
As part of our audit procedures, we gained an understanding of
the legal and regulatory framework applicable to the Group and
Company and considered the risk of acts by the Group or Company
which were contrary to applicable laws and regulations, including
fraud. We designed audit procedures to respond to the risk,
recognising that the risk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations or through
collusion. Our tests included making enquiries of management, as
well as inspecting underlying supporting documentation and
calculations.
As in all of our audits, we also addressed the risk of
management override of internal controls, including evaluating
whether there was evidence of bias by the Directors that
represented a risk of material misstatement due to fraud.
Procedures designed and executed to address these risks included
the review and testing of journal entries during the period,
testing and evaluating management's key accounting estimates for
reasonableness and consistency, review of transactions through the
bank statements, and undertaking cut-off procedures to verify
proper cut-off of expenses.
Our disclaimer of opinion is consistent with the additional
report to the Board.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone, other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
David Thompson
(Senior statutory auditor)
For and on behalf of PKF Littlejohn LLP 1 Westferry Circus
Statutory auditor Canary Wharf
London E14 4HD
30 April 2019
Consolidated statement of comprehensive income
For the year ended 31 December 2018
Year
ended
31 December
2018
Note US$'000
Administrative, legal and professional
expenses (3,829)
Operating loss 7 (3,829)
Finance income -
Finance cost -
Loss before income tax (3,829)
Income tax 11 -
Loss for the year attributable to the equity
holders of the Company (3,829)
Other comprehensive income -
Total comprehensive income for the year (3,829)
============
Year
ended
31 December
Earnings per share expressed in US cents 2018
Basic and diluted loss per share attributable
to the equity holders of the Company 12 (1.7c)
All amounts relate to continuing activities.
The notes on pages 29 to 41 form part of these Financial
Statements.
Company statement of comprehensive income
For the year ended 31 December 2018
Year Year
ended ended
31 December 31 December
2018 2017
Note US$'000 US$'000
Administrative, legal and
professional expenses (3,824) (1,768)
Loss on disposal of investments 15 - (157)
Operating loss 7 (3,824) (1,925)
Finance income - -
Finance cost - -
Loss before income tax (3,824) (1,925)
Income tax 11 - -
Loss for the year attributable
to the equity holders of
the Company (3,824) (1,925)
Other comprehensive income - -
Total comprehensive income
for the year (3,824) (1,925)
============ ============
Year Year
ended ended
Earnings per share expressed 31 December 31 December
in US cents 2018 2017
Basic and diluted loss per
share attributable to the
equity holders of the Company 12 (1.7c) (1.4c)
All amounts relate to continuing activities.
The notes on pages 29 to 41 form part of these Financial
Statements.
Consolidated statement of financial position
As at 31 December 2018
31 December
2018
Note US$'000
Assets
Non-current assets
Property, plant and equipment 13 15
Intangible assets 14 148
Total non-current assets 163
Current assets
Trade and other receivables 16 240
Cash and cash equivalents 17 151
391
Total assets 554
Liabilities
Non-current liabilities
Borrowings 19 (103)
Current liabilities
Trade and other payables 18 (1,831)
Borrowings 19 (279)
Total liabilities (2,213)
Net liabilities (1,659)
Equity
Share capital 20 295
Share premium 20 2,902
Capital redemption reserve 20 1,011
Other reserve 66
Retained deficit (5,933)
Equity attributable to shareholders
of the Company (1,659)
The Financial Statements were approved and authorised for issue
by the Board on 30 April 2019 and signed on behalf of the Board
by:
David Linsley Francis McAllister
Director and Chief Executive Officer Non-Executive Director and Chairman
The notes on pages 29 to 41 form part of these Financial
Statements.
Company statement of financial position
As at 31 December 2018
31 December 31 December
2018 2017
Note US$'000 US$'000
Assets
Non-current assets
Property, plant and equipment 13 15 2
Available for sale financial
assets 14 - -
Total non-current assets 15 2
Current assets
Trade and other receivables 16 393 354
Cash and cash equivalents 17 151 2,027
544 2,381
Total assets 559 2,383
Liabilities
Non-current liabilities
Borrowings 19 (103) -
Current liabilities
Trade and other payables 18 (1,831) (213)
Borrowings 19 (279) -
Total liabilities (2,213) (213)
Net liabilities (1,654) 2,170
Equity
Share capital 20 295 1,306
Share premium 20 2,902 2,902
Capital redemption reserve 20 1,011 -
Other reserve 66 165
Retained deficit (5,928) (2,203)
Equity attributable to shareholders
of the Company (1,654) 2,170
The Financial Statements were approved and authorised for issue
by the Board on 30 April 2019 and signed on behalf of the Board
by:
David Linsley Francis McAllister
Director and Chief Executive Officer Non-Executive Director and Chairman
The notes on pages 29 to 41 form part of these Financial
Statements.
Consolidated statement of changes in equity
For the year ended 31 December 2018
Share Share Capital Other Retained Total
capital premium redemption reserve deficit
reserve
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 January
2017 1,048 138 - 112 (278) 1,020
--------- --------- ------------ --------- --------- --------
Loss for the year - - - - (1,925) (1,925)
Other comprehensive income - - -
for the year - - -
Total comprehensive income
for the year - - - - (1,925) (1,925)
--------- --------- ------------ --------- --------- --------
Proceeds from shares
issued 182 2,772 - - - 2,954
Direct cost of shares
issued - (153) - - - (153)
Value of placing warrants - (6) - 6 - -
Value of share options - - - 47 - 47
Share based payments 76 151 - - - 227
Total transactions with
owners recognised directly
in equity 258 2,764 - 53 - 3,075
--------- --------- ------------ --------- --------- --------
Balance at 31 December
2017 1,306 2,902 - 165 (2,203) 2,170
========= ========= ============ ========= ========= ========
Balance at 1 January
2018 1,306 2,902 - 165 (2,203) 2,170
--------- --------- ------------ --------- --------- --------
Loss for the year - - - - (3,829) (3,829)
- -
Other comprehensive income -
for the year - - -
Total comprehensive income
for the year - - - - (3,829) (3,829)
--------- --------- ------------ --------- --------- --------
Cancellation of deferred
shares (1,011) - 1,011 - - -
Warrants expired - - - (99) 99 -
Total transactions with
owners recognised directly
in equity (1,011) - 1,011 (99) 99 -
Balance at 31 December
2018 295 2,902 1,011 66 (5,933) (1,659)
========= ========= ============ ========= ========= ========
The following describes the nature and purpose of each reserve
within owners' equity:
Reserve Description and purpose
Share capital Nominal value of shares issued.
Share premium Amount subscribed for share capital in excess
of nominal value, less share issue costs.
Capital redemption Reserve created on cancellation of the deferred
reserve shares
Other reserve Cumulative fair value of warrants and share options
granted.
Retained deficit Cumulative net gains and losses recognised in
the statement of comprehensive income.
Company statement of changes in equity
For the year ended 31 December 2018
Share Share Capital Other Retained Total
capital premium redemption reserve deficit
reserve
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 January 2017 1,048 138 - 112 (278) 1,020
--------- --------- ------------ --------- --------- --------
Loss for the year - - - - (1,925) (1,925)
Other comprehensive income - - -
for the year - - -
Total comprehensive income
for the year - - - - (1,925) (1,925)
--------- --------- ------------ --------- --------- --------
Proceeds from shares issued 182 2,772 - - - 2,954
Direct cost of shares
issued - (153) - - - (153)
Value of placing warrants - (6) - 6 - -
Value of share options - - - 47 - 47
Share based payments 76 151 - - - 227
Total transactions with
owners recognised directly
in equity 258 2,764 - 53 - 3,075
--------- --------- ------------ --------- --------- --------
Balance at 31 December
2017 1,306 2,902 - 165 (2,203) 2,170
========= ========= ============ ========= ========= ========
Balance at 1 January 2018 1,306 2,902 - 165 (2,203) 2,170
--------- --------- ------------ --------- --------- --------
Loss for the year - - - - (3,824) (3,824)
- -
Other comprehensive income -
for the year - - -
Total comprehensive income
for the year - - - - (3,824) (3,824)
--------- --------- ------------ --------- --------- --------
Cancellation of deferred
shares (1,011) - 1,011 - - -
Warrants expired - - - (99) 99 -
Total transactions with
owners recognised directly
in equity (1,011) - 1,011 (99) 99 -
Balance at 31 December
2018 295 2,902 1,011 66 (5,928) (1,654)
========= ========= ============ ========= ========= ========
The following describes the nature and purpose of each reserve
within owners' equity:
Reserve Description and purpose
Share capital Nominal value of shares issued.
Share premium Amount subscribed for share capital in excess
of nominal value, less share issue costs.
Capital redemption Reserve created on cancellation of the deferred
reserve shares
Other reserve Cumulative fair value of warrants and share options
granted.
Retained deficit Cumulative net gains and losses recognised in
the statement of comprehensive income.
The notes on pages 29 to 41 form part of these Financial
Statements.
Consolidated cash flow statement
For the year ended 31 December 2018
Year
Ended
Notes 31 December
2018
US$'000
Cash flows from operating activities
Loss for the year (3,829)
Adjusted for:
Depreciation 5
(3,824)
Movements in working capital
Increase in trade and other receivables 16 (344)
Increase in trade and other payables 18 1,928
------------
Net cash used in operating activities (2,240)
Cash flows from investing activities
Purchase of property, plant and equipment (18)
Net cash used in investing activities (18)
Cash flows from financing activities
Proceeds from borrowings 382
Net cash generated from financing activities 382
Net increase in cash and cash equivalents (1,876)
Cash and cash equivalents at beginning
of year 2,027
Cash and cash equivalents at end of year 17 151
The notes on pages 29 to 41 form part of these Financial
Statements.
Company cash flow statement
For the year ended 31 December 2018
Year Year
Ended ended
Notes 31 December 31 December
2018 2017
US$'000 US$'000
Cash flows from operating
activities
Loss for the year (3,824) (1,925)
Adjusted for:
Depreciation 5 1
Share option charge - 47
(3,819) (1,720)
Movements in working capital
Increase in trade and other
receivables 16 (40) (316)
Increase in trade and other
payables 18 1,618 29
------------ ------------
Net cash used in operating
activities (2,241) (2,007)
Cash flows from investing
activities
Purchase of property, plant
and equipment (18) -
Purchases of available-for-sale
financial assets - (199)
Proceeds from sale of available-for-sale
financial assets - 269
Net cash (used in)/generated
from investing activities (18) 70
Cash flows from financing
activities
Proceeds from issuance of
shares - 2,954
Direct cost of share issue - (153)
Proceeds from borrowings 383 -
Net cash generated from financing
activities 383 2,801
Net increase in cash and
cash equivalents (1,876) 864
Cash and cash equivalents
at beginning of year 2,027 1,163
Cash and cash equivalents
at end of year 17 151 2,027
The notes on pages 29 to 41 form part of these Financial
Statements.
Notes to the Financial Statements
For the year ended 31 December 2018
1. NATURE OF OPERATIONS AND GENERAL INFORMATION
The principal activity of the Company is to operate as a mining
focussed holding company.
Pembridge Resources plc is incorporated and domiciled in
England. The address of the Company's registered office is Suite A,
6 Honduras Street, London EC1Y 0TH. Pembridge Resources plc's
shares are admitted to listing on the standard segment of the
Official List of the UK Financial Conduct Authority and to trading
on the main market for listed securities of London Stock Exchange
plc.
The Group's and Company's Financial Statements are presented in
United States dollars (US$), which is also the functional currency
of the Company, and rounded to the nearest thousand.
These Financial Statements were approved for issue by the Board
of Directors on 30 April 2019.
2. STANDARDS, AMMENTS AND INTERPRETATIONS
2.1 New and amended standards adopted
There were no IFRSs or IFRIC interpretations relevant to the
Group or Company that were effective for the first time for the
financial year beginning 1 January 2018 that had a material impact
on the Group or Company.
2.2 Standards, amendments and interpretations to existing
standards that are not yet effective and have not been adopted
early
At the date of authorisation of these Financial Statements,
certain new standards, amendments and interpretations to existing
standards have been published but are not yet effective, and have
not been adopted early by the Group or Company.
Management anticipates that all of the pronouncements will be
adopted in the Group's and Company's accounting policy for the
first period beginning after the effective date of the
pronouncement. The new standards and interpretations are not
expected to have a material impact on the Group's and Company's
Financial Statements.
-- IFRS 16 - Leases (effective 1 January 2019)
-- IAS 19 - Employee Benefits, amendments regarding plan
amendments, curtailments or settlements (effective 1 January
2019)
-- IFRIC 23 - Uncertainty over Income Tax Treatments (1 January 2019)
-- Annual Improvements - Annual Improvements to IFRSs 2015 - 2018 Cycle (1 January 2019*)
*Subject to EU endorsement
3. SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The Financial Statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs) and IFRIC
interpretations (IFRS IC) as adopted by the European Union, and
with the Companies Act 2006 applicable to companies reporting under
IFRS. The Financial Statements have been prepared under the
historical cost convention.
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 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.
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Going concern
The Group and Company meets its working capital and investment
requirements from its cash and cash equivalents. The Company raises
finance for its activities in discrete tranches. The Group and
Company did not generate revenues from operations during 2018. As
such, the ability to continue to adopt the going concern
assumptions will depend upon a number of matters including future
successful capital raisings for necessary funding or loans from
third parties.
The Group and Company does not have sufficient funds to meet its
working capital needs for the next 12 months and further funding
will be required either through equity raisings or other financial
arrangements to fund working capital and costs associated with a
potential acquisition. The Company will seek to raise funds for
working capital purposes through a fundraise, and will seek to
re-list on the London Stock Exchange, which is subject to
shareholder and regulatory approvals. This cannot be guaranteed and
there are no legally binding agreements in place at the date of
approval of these Financial Statements relating to the raising of
additional funds.
The Group and Company will only be able to meet its contracted
and committed expenditure for at least the next 12 months with a
further injection of funds. The Directors have a reasonable
expectation that the Group and Company will be able to raise such
funds, and therefore continue in operational existence for the
foreseeable future. Thus they continue to adopt the going concern
basis of accounting in preparing these Financial Statements.
Property, plant and equipment
Property, plant and equipment are recorded at cost, net of
accumulated depreciation and any provision for impairment.
Depreciation is provided using the straight-line method to write
off the cost of the asset less any residual value over its useful
economic life as follows:
Furniture and office equipment - 3 years
Intangible assets
Mining Rights are shown at historic cost and are tested annually
for impairment.
Foreign currency translation
In preparing the Financial Statements, transactions in
currencies other than the entity's functional currency (foreign
currencies) are recorded at the rates of exchange prevailing on the
dates of the transactions. At each reporting date, monetary assets
and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the reporting date.
Non-monetary items that are measured in terms of historical cost in
a foreign currency are not retranslated. Exchange differences
arising, if any, are recognised in profit or loss.
Taxes
Income tax represents the sum of the tax currently payable or
receivable and deferred tax.
Current tax is based on taxable result for the period. Taxable
profit or loss differs from reported profit or loss because it
excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable
or deductible. The Group's and Company's liability for current tax
is calculated using tax rates that have been enacted or
substantively enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the Financial Statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences, and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in profit or loss,
except when it relates to items charged or credited directly to
equity, in which case the deferred tax is also dealt with in
equity. Tax relating to items recognised in other comprehensive
income is recognised in other comprehensive income.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to taxes levied by the
same taxation authority and the Company intends to settle its
current tax assets and liabilities on a net basis.
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial instruments, assets and liabilities
The Group and Company uses financial instruments comprising cash
and cash equivalents, trade and other receivables, trade and other
payables and borrowings that arise from its operations.
Financial assets
The only financial assets currently held by the Company are
classified as loans and receivables and cash and cash equivalents.
These assets are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They
are initially recognised at fair value plus transaction costs that
are directly attributable to their acquisition or issue, and are
subsequently carried at amortised cost using the effective interest
rate method, less provision for impairment.
Impairment provisions are recognised when there is objective
evidence (such as significant financial difficulties on the part of
the counterparty or default or significant delay in payment) that
the Company will be unable to collect all of the amounts due under
the terms receivable, the amount of such a provision being the
difference between the net carrying amount and the present value of
the future expected cash flows associated with the impaired
receivable.
Loans and receivables comprise trade and other receivables and
cash and cash equivalents in the statement of financial
position.
Derecognition of financial assets
The Group and Company derecognises a financial asset only when
the contractual rights to the cash flows from the asset expire; or
it transfers the asset and substantially all the risk and rewards
of ownership of the asset to another entity.
Financial liabilities
Trade payables and other short-term monetary liabilities are all
classified as other financial liabilities. At present, the Company
does not have any liabilities classified as fair value through
profit or loss.
Trade payables and other short-term monetary liabilities are
initially recognised at fair value and subsequently carried at
amortised cost using the effective interest method. All interest
and other borrowing costs incurred in connection with the above are
expensed as incurred and reported as part of financing costs in the
statement of comprehensive income.
Derecognition of Financial liabilities
The Company derecognises financial liabilities when, and only
when, the Company's obligations are discharged, cancelled or they
expire.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand and deposits
held at call with banks. Any interest earned is accrued monthly and
classified as finance income. For the purposes of the statement of
cash flows, cash and cash equivalents consist of cash and cash
equivalents as defined above.
Investment in subsidiary
The Company recognises its previous investments in subsidiaries
at cost, less any provision for impairment. The cost of acquisition
includes directly attributable professional fees and other expenses
incurred in connection with the acquisition.
Borrowings
Borrowings are initially recognised at fair value, and
subsequently carried at amortised cost. Borrowing costs are
recognised in profit or loss in the period in which they are
incurred.
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new ordinary shares are shown
in equity as a deduction from proceeds.
Share based payments
The fair value of services received from employees and third
parties in exchange for the grant of share options and warrants is
recognised as an expense, except for those granted in connection
with the issue of new ordinary shares which are shown as a
deduction in equity. A corresponding increase is recognised in
other reserves in equity. The fair value of the share options and
warrants is calculated using an appropriate valuation model. At
each reporting period end the Company revises its estimate of the
number of options that are expected to become exercisable. The
proceeds received net of any attributable transaction costs are
credited to share capital (nominal value) and share premium when
exercised.
4. GROUP STRUCTURE
The parent entity of the Group is Pembridge Resources plc,
incorporated in England, and the details of its subsidiaries are as
follows:
Ownership Interest
Nature As at 31 December As at 31
Country of of business 2018 December
incorporation 2017
--------------- ------------- ------------------ ----------
Yukon 536545 Canada Mineral 100% -
Inc. prospecting
--------------- ------------- ------------------ ----------
Yukon 536445 Canada Mineral 100% -
Inc. prospecting
--------------- ------------- ------------------ ----------
Minotaur Acquisition Canada Intermediate 100% -
Ltd. holding
company
--------------- ------------- ------------------ ----------
Registered office addresses are as follows:
Yukon 536545 Inc. and Yukon 536445 Inc. - c/o MacDonald and
Company, Suite 200, 204 Lambert Street, Whitehorse Y.T, Canada
Minotaur Acquisition Ltd. - c/o Edwards, Kenny and Bray LLP,
1900-1040 West Georgia Street, Vancouver B.C. Canada
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group's and Company's accounting
policies, described in Note 3, the Directors are required to make
judgments, estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on
historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period or in the period of the revision and future
periods if the revision affects both current and future
periods.
Critical estimates in applying the Group's and Company's
accounting policies
There are currently no critical estimates or judgements that the
Directors have made in the process of applying the Group's and
Company's accounting policies that have a significant effect on the
amounts recognised in Financial Statements.
6. OPERATING SEGMENTS
Operating segments are reported in a manner consistent with the
internal reporting provided to the Board, who are responsible for
allocating resources and assessing performance of the operating
segment.
The Company currently has one operating segment, being a holding
Company, therefore all IFRS 8 disclosures are incorporated within
other notes to the Financial Statements.
7. EXPENSES BY NATURE
Group Company
Year ended Year ended
31 December 31 December
This is stated after charging: 2018 2017
US$'000 US$'000
Staff costs 1,187 416
Share options granted to Directors - 19
Share based payments - 9
Auditor's remuneration (note 8) 76 38
8. AUDITOR'S REMUNERATION
Group Company
Year ended Year ended
31 December 31 December
2018 2017
US$'000 US$'000
Remuneration receivable by the Company's auditors
for the audit of the Financial Statements 18 14
Fees payable to the Company's auditor
and its associates
for other services 58 24
Total remuneration 76 38
9. EMPLOYEES AND KEY MANAGEMENT
The total Directors' emoluments for the year, including share
based payments, were US$419,000 (2017 - US$351,000). Detailed
disclosure of Directors' remuneration is disclosed in the
Directors' remuneration report on page 14.
The average number of employees was 7 (2017 - 2).
Key management personnel as defined under IAS 24 have been
identified as only the Board of Directors.
Group Company
Year ended Year ended
31 December 31 December
2018 2017
US$'000 US$'000
Wages and salaries 1,038 366
Social security
costs 136 51
Pension contributions 12 -
------------ ------------
1,186 416
Total employee benefit expenses
============ ============
10. RELATED PARTY TRANSACTIONS
The Company has entered into the following related party
transactions with its Directors in
order to fund working capital:
a) On 28 August 2018, the Company borrowed GBP200,000 from Frank
McAllister. The unsecured loan has no fixed term, but is due to be
repaid within 30 days of the Company being re-listed. The loan
carries an interest rate of 10% per annum, payable semi-annually in
arrears.
b) On 13 December 2018, the Company borrowed GBP40,000 from
Frank McAllister. The unsecured loan has a two year term, and
carries an interest rate of 20% per annum, payable semi-annually in
arrears.
c) on 20 December 2018, the Company borrowed GBP40,000 from Guy
Le Bel. The unsecured loan has a two year term, and carries an
interest rate of 20% per annum, payable semi-annually in
arrears.
11. INCOME TAX
Group Company
Year ended Year ended
31 December 31 December
2018 2017
US$'000 US$'000
Current tax:
UK corporation tax on the result -
for the year -
------------ ------------
Total current taxation - -
Deferred taxation - -
Income tax - -
Differences explained below:
Loss before tax (3,829) (1,925)
------------ ------------
Loss before tax multiplied by the standard
rate 19% (2017: 19.25%) (727) (371)
Effect of:
Expenses not deductible for tax - 102
Tax losses for which no deferred
income tax asset was recognised 727 269
Tax for the year - -
Unrecognised deferred tax asset
Tax losses UK - excess management
expenses 1,134 412
1,134 412
The deferred tax assets are currently unrecognised as the
likelihood of sufficient future taxable profits does not yet meet
the definition of "probable".
The unrecognised deferred tax asset has no expiry period.
12. EARNINGS PER SHARE
The calculation of basic and diluted loss per ordinary share is
based on the following data:
Company
Year ended
Group
Year ended
31 December 31 December
2018 2017
Basic and diluted loss per
share (US cents) (1.7c) (1.4c)
Weighted average number of
shares for basic and diluted
loss per share 223,849,257 133,409,358
============= =============
The basic and diluted loss per share have been calculated using
the loss attributable to shareholders of the Group (2017:Company)
of US$3,829,000 (2017: US$1,925,000) as the numerator, i.e. no
adjustment to loss was necessary. The basic and dilutive loss per
share are the same as the effect of the exercise of share options
and warrants would be anti-dilutive.
Details of share options and warrants that could potentially
dilute earnings per share in future periods are set out in Note
19.
13. PROPERTY PLANT AND EQUIPMENT
Group Company
Furniture Furniture
and office and office
equipment equipment
US$'000 US$'000
Cost
At 1 January 2017 and 2018 3 3
Additions 18 18
At 31 December 2018 21 21
At 1 January 2017 - -
Change for the year (1) (1)
------------ ------------
Depreciation
At 1 January 2018 (1) (1)
Charge for the year (5) (5)
At 31 December 2018 (6) (6)
Net book value at 31 December 2018 15 15
Net book value at 31 December 2017 2 2
14. INTANGIBLE ASSETS
Group
Mining claims
US$'000
Cost
At 1 January
2018 -
Additions 148
--------------
At 31 December
2018 148
==============
Accumulated amortisation and
impairment
At 1 January 2018 and 31 December
2018 -
==============
Net book value
At 31 December 2018 148
==============
15. AVAILABLE-FOR-SALE FINANCIAL ASSETS
Group and
Company Company
31 December 31 December
2018 2017
US$'000 US$'000
At 1 January - -
Additions - 426
Disposals - (426)
At 31 December - -
16. TRADE AND OTHER RECEIVABLES
Group Company Company
31 December 31 December 31 December
2018 2018 2017
US$'000
Other receivables 207 360 118
Prepayments 7 7 41
VAT recoverable 26 26 195
240 393 354
17. CASH AND CASH EQUIVALENTS
Group Company Company
31 December 31 December 31 December
2018 2018 2017
US$'000 US$'000 US$'000
Cash and short-term deposits 151 151 2,027
18. TRADE AND OTHER PAYABLES
Group Company Company
31 December 31 December 31 December
2018 2018 2017
US$'000 US$'000 US$'000
Trade payables 900 900 97
Other payables and accruals 931 931 116
------------ ------------ ------------
1,831 1,831 213
Trade and other payables are non-interest bearing and normally
settled in the month following date of invoice.
19. BORROWINGS
Group Company Company
31 December 31 December 31 December
2018 2018 2017
US$'000 US$'000 US$'000
Non-current
Loans from related parties
(note 10) 103 103 -
------------ ------------ ------------
Current
Loans from related parties
(note 10) 253 253 -
Other loans
------------ ------------ ------------
279 279 -
============ ============ ============
All borrowings are determined in pounds sterling. All borrowings
are unsecured with no exposure to interest rate changes.
20. SHARE CAPITAL AND PREMIUM
Share Share
Number of Number Capital Capital
Allotted, called up ordinary of deferred - ordinary - deferred Share
and fully paid shares shares shares shares premium Total
US$000 US$000 US$000 US$000
At 1 January 2018 223,849,257 81,843,195 295 1,011 2,902 4,208
Repurchase of deferred
shares 1 (81,843,195) - (1,011) - -
At 31 December 2018 223,849,258 - 295 - 2,902 4,208
Ordinary shares have attached to them full voting, dividend and
capital distribution rights (including on a winding up).
On 16 July 2018 the Company announced the consolidation of every
10 existing ordinary shares of nominal value 0.1 pence each into
one ordinary share of nominal value, such consolidation to take
place immediately before the shares are re-admitted to listing on
the standard segment of the Official List of the UK Financial
Conduct Authority and to trading on the main market for listed
securities of London Stock Exchange plc. Also on 16 July 2018, all
of the deferred shares were repurchased by the Company by way of
the proceeds of the issue of one ordinary share, creating a capital
redemption reserve for the same nominal value.
21. SHARE BASED PAYMENTS
Movements in the number of share options and warrants and their
related weighted average exercise prices are as follows:
2018 2017
Average Average
Options and exercise Options and exercise
warrants price warrants price
Number (pence) Number (pence)
At 1 January, 220,139,010 3.52 53,082,948 4.34
Correction to balance
brought forward 4,054,781 3.20 - -
Granted - - 167,056,062 3.26
Forfeited (47,082,949) 4.34 - -
At 31 December 2018 177,110,843 3.29 220,139,010 3.52
Out of the 177,110,843 (2017: 224,193,791 as adjusted)
outstanding options and warrants, 162,410,843 (2017: 202,143,790)
were exercisable at the year-end. 47,082,949 warrants were
forfeited during the year as they had expired. No options or
warrant were exercised during the year.
Share options and warrants outstanding at the end of year have
the following expiry date and exercise prices:
Expiry
Grant-Vest date Exercise price 2018 2017
(pence) Number Number
2016 2018 4.34 - 47,082,949
2016 2021 4.34 6,000,000 6,000,000
2017 2019 3.20 146,060,083 146,060,083
2017 2022 4.34 3,000,000 3,000,000
2017-2018 2027 2.00 7,350,000 7,350,000
2017-2019 2027 4.00 7,350,000 7,350,000
2017-2020 2027 8.00 7,350,000 7,350,000
22. FINANCIAL INSTRUMENTS
Significant accounting policies
Details of the significant accounting policies and methods
adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are
recognised, in respect of each class of financial asset, financial
liability and equity instrument, are disclosed in note 3.
The only financial assets currently held by the Company are
classified as loans and receivables and cash and cash
equivalents.
Categories of financial instruments
The carrying amounts presented in the statement of financial
position relate to the following categories of assets and
liabilities.
Group Company Company
31 December 31 December 31 December
2018 2018 2017
US$'000 US$'000 US$'000
Financial assets
Current
Loans and receivables
Trade and other receivables 233 386 313
Cash and cash equivalents 151 151 2,027
384 537 2,340
============ ============ ============
Financial liabilities
Amortised cost
Trade and other payables (1,831) (1,831) (213)
Borrowings (382) (382) -
(2,213) (2,213) (213)
============ ============ ============
As at 31 December 2018, trade and other receivables are all
considered to be recoverable.
The fair value is equivalent to book value for current assets
and liabilities.
The main risks arising from the Group's and Company's financial
instruments are liquidity risk, interest rate risk and foreign
currency risk. The Directors review and agree policies for managing
these risks and these are summarised below.
Liquidity risk
Liquidity risk arises from the Group's management of working
capital. It is the risk that the Group will encounter difficulty in
meeting its financial obligations as they fall due. The Directors
are current assessing the Group's options in respect of raising
additional finance for the business.
The Directors monitor cash flow on a daily basis and at
quarterly Board meetings in the context of their expectations for
the business, in order to ensure sufficient liquidity is available
to meet foreseeable needs.
Interest rate risk
The interest rate profile of the Group's and Company's cash and
cash equivalents as at 31 December was as follows:
US Pound
As at 31 December 2018 Dollars Sterling Total
$'000 $'000 $'000
Cash at bank with no
interest rate - 151 151
- 151 151
As at 31 December 2017 Dollars Sterling Total
$'000 $'000 $'000
Cash at bank with no
interest rate 38 1,919 2,027
38 1,919 2,027
The Company's cash at bank is held with an institution with an
A+ credit rating (Fitch).
Foreign currency risk management
The carrying amounts of the Company's foreign currency
denominated monetary assets and monetary liabilities at the
reporting date are as follows:
Group Company Company
31 December 31 December 31 December
2018 2018 2017
US$'000 US$'000 US$'000
Cash and cash equivalents
Pound Sterling 151 151 1,989
151 151 1,989
The following table details the Company's sensitivity to a 10%
increase and decrease in the US dollar against the relevant foreign
currencies. 10% is the sensitivity rate used when reporting foreign
currency risk internally and represents Management's assessment of
the reasonably possible change in foreign exchange rates. The
sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the
year-end for a 10% change in foreign currency rates. A positive
number below indicates an increase in profit and equity where the
US dollar strengthens 10% against the relevant currency. For a 10%
weakening of the US dollar against the relevant currency, there
would be an equal and opposite impact on the profit and equity, and
the balances below would be negative.
British pound British pound
currency impact currency impact
31 December 31 December
2018 2017
US$'000 US$'000
Effect on loss +10% 15 199
-10% 15 199
Effect on equity +10% 15 199
-10% 15 199
23. CAPITAL MANAGEMENT POLICIES AND PROCEDURES
The Group and Company considers its capital to comprise its
ordinary share capital, share premium and accumulated retained
losses as well as loans and reserves (consisting of share based
payments reserve).
The Group's and Company's objective when maintaining capital is
to safeguard the entity's ability to continue as a going concern,
so that it can provide returns for shareholders and benefits for
other stakeholders.
The Group and Company meets its capital needs by equity
financing and loans from related parties.
Capital for the reporting period under review is summarised as
follows:
31 December 31 December
2018 2017
US$'000 US$'000
Total equity (1,659) 2,170
24. EVENTS SUBSEQUENT TO THE REPORTING DATE
The Company entered into a related party transaction with Gati
Al-Jebouri on 25 February 2019, borrowing GBP40,000 in order to
fund working capital. The unsecured loan has a two year term, and
carries an interest rate of 20% per annum, payable semi-annually in
arrears.
Company information
Directors Francis Ralph McAllister (Non-Executive Director and
Chairman)
David Charles Linsley (Director and Chief Executive Officer)
Guy Le Bel (Non-Executive Director)
Gati Al-Jebouri (Non-Executive Director)
Secretary London Registrars Ltd
Registered office Suite A, 6 Honduras Street
London EC1Y 0TH
Registered number 07352056 (England and Wales)
Auditor PKF Littlejohn LLP
Statutory Auditor
1 Westferry Circus
Canary Wharf
London E14 4HD
Bankers Bank of Scotland
St James's Gate
14-16 Cockspur Street
London SW1Y 5BL
Solicitors Cooley (UK) LLP
Dashwood
69 Old Broad Street
London EC2M 1QS
Joint Brokers SI Capital Limited
46 Bridge Street
Godalming, Surrey GU7 1HL
Brandon Hill Capital Ltd
1 Tudor Street
London
EC4Y 0AH
Registrars Link Asset Management
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Website www.pembridgeresources.com
TDIM PERE
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
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END
FR CKKDQABKDFQN
(END) Dow Jones Newswires
April 30, 2019 12:52 ET (16:52 GMT)
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