PEMBRIDGE RESOURCES PLC

Interim / Quarterly Report • Sep 28, 2018

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RNS Number : 2158C

Pembridge Resources plc

28 September 2018

PEMBRIDGE RESOURCES PLC

Condensed Interim financial statements

for the period from 1 January 2018 to 30 June 2018

Registered number: 07352056 (England and Wales)

Pembridge Resources plc

("Pembridge Resources", "Pembridge" or the "Company")

Interim Results

Pembridge Resources plc (LON: PERE), the mining focused company listed on the Official List of the Financial Conduct Authority and the main market for listed securities of London Stock Exchange plc, is pleased to announce its interim results for the six months ended 30 June 2018.

Highlights:

·    Signed a Sales and Purchase Agreement (the "SPA") on 14 February 2018 to acquire Minto Explorations Ltd ("Minto") from Capstone Mining Corporation ("Capstone") (the "Minto Acqusition"). Minto is a producing copper-gold-silver mine located in Yukon, Northern Canada. Since signing the SPA work has been ongoing to finalise the transaction, including completion of the legal process.

·     Upon successful closure of the Minto Acquisition, the Company's strategy will be to seek other opportunities in copper and base metals mining. Focus regions will be the Americas, Australia, Europe and sub-Saharan Africa.

David Linsley, CEO said:

"Minto is located in the mining friendly Yukon territory in Canada and has a 10-year production history with all key infrastructure, facilities and operating teams in place. Minto fits perfectly with our stated goal to acquire a producing and profitable mining operation to which our team can add further value. This acquisition will represent a core asset to Pembridge and will be used as a platform for future growth."

For further information contact:

Pembridge Resources plc David Linsley, Chief Executive Officer Paul Fenby, Chief Financial Officer	T: +44 (0) 207 917 2968
SI Capital Limited -Broker Nick Emerson	T: +44 (0) 1483 413 500
Tavistock Public Relations Charles Vivian Gareth Tredway	T: +44 (0) 207 920 3150

Chairman's statement

I am pleased to present the condensed interim financial statements for Pembridge Resources plc's results for the half year ended 30 June 2018. On 14 February 2018 the Company signed the SPA to acquire Minto from Capstone. Minto is a producing copper-gold-silver mine located in Yukon, Northern Canada. Since signing the SPA, work has been ongoing to finalise the transaction, including completion of the legal process.

During the period, the Company made a loss of US$2.20 million. The losses during the period are costs associated with the Minto Acquisition (including legal and professional fees, travel, and consultancy), together with costs incurred in managing the head office in the United Kingdom.

As at 30 June 2018, the Company had US$0.12 million in cash reserves.

Francis McAllister

Chairman

21 September 2018

Statement of comprehensive income

for the period 1 January to 30 June 2018

			6 months		6 months		Year
			ended		ended		ended
			30 June 2018		30 June 2017		31 December 2017
	Note		US$'000		US$'000		US$'000
			(unaudited)		(unaudited)		(audited)
Administrative, legal and professional expenses			(2,231)		(619)		(1,768)
Other income			31		31		-
Loss on disposal of financial assets			-		(158)		(157)
Operating loss			(2,200)		(746)		(1,925)
Finance cost			-		-		-
Loss before taxation			(2,200)		(746)		(1,925)
Income tax			-		-		-
Loss for the period attributable to the equity holders of the parent			(2,200)		(746)		(1,925)
Other comprehensive income			-		-		-
			___________		__________		_______________
Total comprehensive income for the period			(2,200)		(746)		(1,925)
Earnings per share expressed in cents
Basic and diluted earnings per share attributable to the equity holders of the company	3		(0.98c)		(0.92c)		(1.4c)

Statement of financial position

as at 30 June 2018

	At		At		At
	30 June 2018		30 June 2017		31 December 2017
	US$'000		US$'000		US$'000
	(unaudited)		(unaudited)		(audited)
Assets
Non-current assets
Property, plant and equipment	16		2		2
Total non-current assets	16		2		2
Current assets
Trade and other receivables	737		207		354
Cash and cash equivalents	119		366		2,027
	856		573		2,381
Total assets	872		575		2,383
Current liabilities
Trade and other payables	(902)		(66)		(213)
Total liabilities	(902)		(66)		(213)
Net assets	30		509		2,170
Equity
Share capital	1,306		1,123		1,306
Share premium	2,902		287		2,902
Other reserve	165		121		165
Retained deficit	(4,403)		(1,022)		(2,203)
Equity attributable to shareholders of the parent company	30		509		2,170

Statement of changes in equity

for the period 1 January to 30 June 2018

	Share capital	Share premium	Other reserve	Retained deficit	Total
	US$'000	US$'000	US$'000	US$'000	US$'000
Balance at 1 January 2018	1,306	2,902	165	(2,203)	2,170
Loss for the period	-	-	-	(2,200)	(2,200)
Total comprehensive income for the period	-	-	-	(2,200)	(2,200)
Balance at 30 June 2018	1,306	2,902	165	(4,403)	(30)
Balance at 1 January 2017	1,048	138	112	(278)	1,020
Loss for the period	-	-	-	(1,925)	(1,925)
Total comprehensive income for the period	-	-	-	(1,925)	(1,925)
Proceeds from shares issued	182	2,772	-	-	2,954
Direct cost of shares issued	-	(153)	-	-	(153)
Share based payments	76	151	-	-	227
Value of placing warrants	-	(6)	6	-	-
Value of share options	-	-	47	-	47
Total transactions with owners recognised directly in equity	258	2,764	53	-	3075
Balance at 31 December 2017	1,306	2,902	165	(2,203)	2,170
Balance at 1 January 2017	1,048	138	112	(278)	1,020
Loss for the period	-	-	-	(746)	(746)
Total comprehensive income for the period	-	-	-	(746)	(746)
Value of share option	-	-	9	-	9
Issue of shares	75	149	-	-	224
Total transactions with owners recognised directly in equity	75	149	9	-	233
Balance at 30 June 2017	1,123	287	121	(1,024)	507

Statement of cash flows

for the period 1 January to 30 June 2018

		6 months		6 months		Year
		ended		ended		ended
		30 June 2018		30 June 2017		31 December 2017
		US$'000		US$'000		US$'000
		(unaudited)		(unaudited)		(audited)
Cash flows from operating activities
Loss for the year		(2,200)		(746)		(1,925)
Adjusted by:
Share option charge		-		9		47
Loss on disposal of financial assets		-		158		157
Depreciation		2		1		1
		(2,198)		(578)		(1,720)
Movements in working capital
(Increase)/ decrease in trade and other receivables		(384)		(94)		(316)
Increase/ (decrease) in trade and other payables		690		(118)		29
Net cash used in operating activities		(1,892)		(790)		(2,007)
Cash flows used in investing activities
Purchase of property, plant and equipment		(16)		-		-
Purchase of available for sale financial assets		-		(200)		(199)
Proceeds from sale of available for sale financial assets		-		193		269
Net cash (used in)/generated from investment activities		(16)		(7)		70
Cash flows used in financing activities
Proceeds from issuance of shares		-		-		2,954
Direct cost of share issue		-		-		(153)
Net cash generated from financing activities		-		-		2,801
Increase/(Decrease) in cash and cash equivalents in the period		(1,908)		(797)		864
Reconciliation to net cash
Cash and cash equivalents at the beginning of the period		2,027		1163		1,163
Increase/(Decrease) in cash		(1,908)		(797)		864
Cash and cash equivalents at the end of the period		119		366		2,027

Notes to the condensed consolidated financial statements

for the period 1 January to 30 June 2018

1. NATURE OF OPERATIONS AND GENERAL INFORMATION

The principal activity of Pembridge Resources is that of a holding company. The Company anticipates investing in businesses or projects in the natural resource sector with a particular interest in base and precious metals.

Pembridge Resources is incorporated and domiciled in England. The address of Pembridge Resources's registered office is Suite A, 6 Honduras Street, London EC1Y 0TH. Pembridge Resources's ordinary shares are admitted to listing on the standard segment on the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc.

Pembridge Resources's financial statements are presented in United States dollars (US$), which is also the functional currency of the Company.

These condensed interim financial statements were approved for issue by the Board of Directors on 21 September 2018.

These condensed interim financial statements for the six months ended 30 June 2018 do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.

2.       Basis of preparation

The unaudited condensed consolidated interim financial statements have been prepared In accordance with Disclosure Guidance and Transparency Rules of the FCA, using the recognition and measurement principles of International Accounting Standards, International Reporting Standards and Interpretations adopted for use in the European Union (collectively EU IFRSs).  The Company has not complied with IAS 34 "Interim Financial Reporting". The principal accounting policies used in preparing the condensed interim financial statements are unchanged from those disclosed in the Company's Annual Report for the year ended 31 December 2017 and are expected to be consistent with those policies that will be in effect at the year end.

The condensed interim financial statements for the six months ended 30 June 2018 and 30 June 2017 are un-reviewed a nd unaudited. The comparative financial information does not constitute statutory financial statements within the meaning of  the  Companies Act 2006. Statutory financial statements for the year ended 31 December 2017 were approved by the Board of Directors on 27 April 2018 and delivered to the Registrar of Companies. The auditors' report on those accounts was unmodified, but did include an emphasis of matter relating to going concern. The audit report did not contain a statement under section 498(2)--(3) of the Companies Act 2006. 

Going concern

The Company raises finance for its activities in discrete tranches. The Company has not generated revenues from operations. As such, the Company's ability to continue to adopt the going concern assumption will depend upon a number of matters including future successful capital raisings for necessary funding or loans from third parties.

The Directors consider that adequate resources exist for the Company to continue in operational existence for the foreseeable future and that, therefore, it is appropriate to adopt the going concern basis in preparing the condensed interim financial statements for the period ended 30 June 2018.

Risks and uncertainties

The key risks that could affect the Company in the medium term and the factors that mitigate those risks have not substantially changed from those set out in the Annual Report and Financial Statements for the year ended 31 December 2017.

Segment reporting

In the opinion of the Directors that the operations of the Company currently represent one segment, and are treated as such, when evaluating its performance. The chief operating decision maker is the Board of Directors. The Board of Directors reviews management accounts prepared for the Company when assessing performance.

3.  EARNINGS per share

The calculation of the earning per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period. The basic and diluted loss per share are the same as the effect of the exercise of share warrants and options would be anti--dilutive.

	6 months		6 months		Year
	ended		ended		ended
	30 June 2018		30 June 2017		31 December 2017
	US$'000		US$'000		US$'000
	(unaudited)		(unaudited)		(audited)
Basic and diluted loss per share (US cents)	(0.98c)		(0.92c)		(1.4c)
Loss before tax	(2,200)		(746)		(1,925)
Weighted average number of shares for basic and diluted loss per share	223,849,257		80,665,480		133,409,358

4. SHARE CAPITAL AND PREMIUM 

	Number of ordinary Shares		Number of deferred shares	Share Capital- Ordinary	Share capital - Deferred	Share   Premium	Total
				US$'000	US$'000	US$'000	US$'000
At 1 January 2017	75,839,596		-	1048	-	138	1,186
Shares issued as consideration for acquisition of investment	6,003,599		-	76	-	151	227
Proceed from share issue at 1.6p per share	142,006,062		-	182	-	2,772	2,954
Cost of share issue	-		-	-	-	(153)	(153)
Value of placing warrants	-		-	-	-	(6)	(6)
Share split	-		81,843,195	(1,011)	1,011	-	-
At 31 December 2017 and 30 June 2018	223,849,257		81,843,195	295	1,011	2,902	4,208

On 18 August 2017, the Company passed a special resolution to sub-divide 81,843,195 ordinary shares of £0.01 each into one new ordinary share of 0.1p each and one deferred share of 0.9p each.

Ordinary shares have attached to them full voting, dividend and capital distribution rights (including on a winding up). Deferred shares are not entitled to vote and do not confer a right to receive a dividend. The deferred shares are entitled to participate on a winding up once the ordinary shares have received £1,000,000 per ordinary share.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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