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Contents
Strategic Report 2
Chairman’s and Chief Executive’s Statement 2
Principal Risks and Uncertainties and Key Performance Indicators 6
Corporate and Social Responsibility Report 9
Board of Directors and Senior Management 10
Directors’ Report 11
Governance Report 13
Directors’ Remuneration Report 16
Directors’ Responsibilities 19
Independent Auditor’s Report to the Members of Pembridge Resources Plc 20
Consolidated Financial Statements 26
Statement of Comprehensive Income 26
Statement of Financial Position 27
Statement of Changes in Equity 28
Cash Flow Statement 29
Notes to the Financial Statements 30
Company Information 49
Company Information 49
Notice of Annual General Meeting 50
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Strategic Report
We are pleased to present the report and Financial
Statements of Pembridge Resources Plc (“Pembridge” or
“the Company”) for the year ended 31 December 2021.
Introduction
In December 2019, I set out a 4-stage strategy for
Pembridge and, as set out below, am pleased to report
that the rst three stages have been completed with
the recent capital raise and listing of Minto Metals
Corp. We are now looking forward to involvement in
new projects. The reason that copper projects remain
interesting to the Company is the increasing de-
carbonisation of energy markets – to generate, transmit
and use more electrical power, more and more copper
will be needed. Consistent with this interest in de-
carbonisation, Pembridge intends also to consider
renewable energy investment opportunities.
1 Strengthen nancially Pembridge Resources to
ensure that the company can meet all its obligations
until cash ows commence from investment in Minto
Achieved May 2020
2 Bring Minto mine into operation, establish a strong
management team to execute operation and
growth plan and extend life of mine from 4 years
(conrmed at time of acquisition) to at least 8 years
and prepare new 43-101 technical report conrming
this extension of life of mine
Achieved May 2021
3 Provide Minto with the capital required to
implement cost saving operational improvements,
expand exploration activities, increase production
and mine life, and establish a strong working capital
position – achieved with successful capital raise of
CAD$31 million and listing on TSX Venture Exchange
Achieved November 2021
4 Identify new projects that Pembridge can invest
in, generating value by leveraging future cash ow
from Minto investment as well as existing and new
Pembridge investor base. Considering primarily
copper resource opportunities in Africa, North
America and other prospective regions as well as
renewable energy investment opportunities in
Central and Eastern Europe
Ongoing
Chairman and Chief Executive’s Statement
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Strategic Report
Minto Metals Corp.
The Company announced on 19 November 2021
that its subsidiary, Minto Explorations Ltd. (“Minto
Explorations”), had completed a “reverse take-over”
(the “RTO”) of 1246778 B.C. Ltd (“778”) pursuant to an
amended and restated amalgamation agreement dated
November 5, 2021, between Minto Explorations and
778 (the “Amalgamation Agreement”). Pursuant to the
Amalgamation Agreement, 778 and Minto Explorations
amalgamated and the resulting amalgamated entity
was named Minto Metals Corp. (“Minto Metals”).
A new equity capital raise took place alongside the RTO
process and Minto Metals received C$31 million of new
equity, of which C$4 million was invested by Pembridge,
funded by the issue of convertible loan notes.
Following the RTO and equity raise, Minto Metals has
72,491,851 shares outstanding, of which Pembridge
owns 8,086,714, or 11.2%.
The shares of the newly formed Minto Metals Corp.
(“Minto Metals”) commenced trading on the TSX
Venture Exchange (“TSXV”) under the symbol “MNTO”
on 29 November 2021.
As a result of the part of the reverse take-over
process that formed Minto Metals, the Shareholder’s
Agreement between Pembridge and the other owners
of Minto Explorations Ltd. has been terminated and
Pembridge and Minto Metals have executed the Future
Expenditures Agreement (“FEA”). As a result of the
FEA, Minto Metals now assumes the obligations of
Pembridge with respect to all outstanding Capstone
payments arising under the Share Purchase Agreement
for the acquisition of Minto Exploration Ltd. (now
renamed to Minto Metals Corp.).
Pembridge will continue to have a management role
in Minto Metals with its Chairman and CEO, Gati Al-
Jebouri, now a director of Minto Metals and chairman of
its Audit Committee. However, because Minto Metals
is a listed company whose shares are all voting shares,
Pembridge’s 11.2% holding does not give the Company
control or substantial inuence over Minto Metals. As
a result, Pembridge now accounts for its investment
in Minto Metals not as a subsidiary but as a nancial
asset, which is revalued on a mark-to-market basis.
Chairman and Chief Executive’s Statement
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Strategic Report
Chairman and Chief Executive’s Statement
Share capital
On 7 January 2021, the Board of Directors approved
the issuance and allotment of 14,250,000 new ordinary
shares at a price of 4p each, raising proceeds of
£570,000. Of these new shares, Gati Al-Jebouri, CEO
and Chairman of the Board of Pembridge, subscribed
for 3,000,000 and Guy Le Bel, a non-executive director,
subscribed for 250,000.
The Company announced on 17 December 2021 that it
was raising a total of £400,000 of new equity. This was
to take the form of two tranches of £160,000, being
3,200,000 shares at a price of 5p each, to be issued in
December 2021 and January 2022, and a convertible
loan from Gati Al-Jebouri of £80,000 which does not
carry interest and is to be converted into 1,600,000
shares at 5p each on or shortly after 17 May 2022.
In accordance with this, on 22 December 2021, the
Company issued 3,200,000 new ordinary shares at a
price of 5p each, raising proceeds of £160,000.
Convertible loan notes
In June 2021, the Company issued convertible loan
notes with a value of USD 3 million, with an interest
rate of 14%, redeemable after two years, in order that
it could participate in Minto’s capital raise. The loan
notes may be converted at the option of the note
holder into Ordinary Shares in the Company at any
time from 1 June 2022 until 31 May 2023 at an exercise
price of $0.113 (8p at an exchange rate of £1 - $1.415).
Gati Al-Jebouri has invested USD 500,000 in the
convertible loan notes.
Financials
During the year the Company made a prot of
US$20,580,000 (2019 – loss of US$11,193,000).
The operating prot for the year of $21,225,000
comprised exceptional gains of $18,571,000 resulting
from the assumption of the Capstone liability by
Minto Metals Corp. as part of the reverse takeover
process, a gain on mark-to-market revaluation of the
Company’s investment in Minto of US$3,800,000 and
administrative costs of $1,146,000. The operating
loss in 2020 of $10,954,000 comprised an exceptional
expense of US$9,369,000 on revaluing the Capstone
liability due to actual and expected increased copper
prices and administrative costs of US$1,585,000.
The closing cash and cash equivalents balance is
US$280,000 (2020: US$16,000).
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Strategic Report
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Strategic Report
Principal Risks and Uncertainties
Directors have identied the following as the principal risks and uncertainties facing the Company.
Nature of Risk How we manage it
Funding Risk
The Company may need to secure additional funding
to cover working capital needs.
Impact
Shortage of cash for operational costs.
The Company has liquid investments in the form of its
shares in Minto Metals Corp, expects to receive cash
from Minto in the form of debt repayments and future
dividends and has the capability to raise funds through
equity and loans from shareholders and other sources.
COVID-19
The COVID-19 pandemic aected the operations
of many businesses severely in 2020 and 2021
and continues to be an issue for many in 2022.
Impact
The Company’s fortunes are linked to those of the
Minto mine, which can be aected by quarantine
and travel restrictions on its workers.
By following government requirements on quarantining
workers, vaccinating employees and using preventative
measures on the site, the mine has remained open and
operated eectively in the year.
Copper Price Risk
The value of the Company is dependent partly on
the market value of copper.
Impact
A high copper price will help the Minto mine to
provide a return to its investors and make it easier
for the Company to raise funds.
Demand for copper is widely considered to be a
growth area for the medium term. In addition,
management are considering other areas of
investment to enable diversication of risk.
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Strategic Report
Principal Risks and Uncertainties
Nature of Risk How we manage it
Regulatory Risk
As a listed company, Pembridge has to comply with
relevant laws and listing rules.
Impact
Failure to comply with regulations can result in
penalties.
The Company has appointed experienced management
and has advisors whose knowledge of the regulatory
environment enables them to ensure compliance.
Human Resources Risk
The achievement of the Company’s objectives will be
dependent on the Company attracting and retaining
qualied and motivated sta.
Impact
The eciency of a particular aspect of the Company’s
operations could be aected leading to reduced
protability.
The Company has attracted and will retain a qualied
team by providing a competitive remuneration policy,
which includes nancial performance incentives so as
to align the team with its shareholders.
Investment Risk
The investments the Company makes may fail to
generate value.
Impact
The investments are impaired.
Pembridge has a comprehensive investment policy and
strategy, as outlined in its Financial Prospects Policy
(“FPP”) procedures, that will assist in prudent measures
being made to identify and perform due diligence on
the investments that the Company makes.
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Strategic Report
Principal Risks and Uncertainties
Business Review & Development
A review of the business and its operations can be
found in the Chairman’s and Chief Executive’s statement
on page 2.
Section 172(1) statement
The Board of Pembridge Resources plc is aware that
the decisions we make may aect the lives of many
people. The Board makes a conscious eort to try and
understand the interests of our stakeholders, and to
reect them in the choices we make in creating long-
term sustainable success for the business.
The Board views engagement with our shareholders
and wider stakeholder groups as essential work. We are
aware that we need to listen to each stakeholder group,
so that we can understand specic interests, and
foster eective and mutually benecial relationships.
By understanding our stakeholders, we can build their
needs into the decisions we take.
Throughout this Annual Report, we provide examples
of how we:
• Consider the likely consequences of
long-term decisions;
• Foster relationships with stakeholders;
• Understand our impact on our local community
and the environment; and
• Demonstrate the importance of behaving responsibly.
This section serves as our section 172 statement and
should be read in conjunction with the Strategic Report
and the Company’s Corporate Governance Statement.
Section 172 of the Companies Act 2006 (CA) requires
Directors to act in a way that they consider, in good
faith, would most likely promote the success of the
Company for the benet of its members as a whole,
taking into account the following factors (among others)
listed in S172:
(a) the likely consequences of any decision in the
long term,
(b) the interests of the company’s employees,
(c) the need to foster the company’s business
relationships with suppliers, customers and others,
(d) the impact of the company’s operations on the
community and the environment,
(e) the desirability of the company maintaining
a reputation for high standards of business
conduct, and
(f) the need to act fairly as between members of
the company.
The Directors continue to have regard to the interests
of the Company’s employees and other stakeholders,
including the impact of its activities on the community,
the environment and the Company’s reputation,
when making decisions. Acting in good faith and fairly
between members, the Directors consider what is most
likely to promote the success of the Company for its
members in the long term.
The Board regularly reviews our principal stakeholders
and how we engage each group. The relevance of
each stakeholder group may increase or decrease
depending on the matter or issue in question, so the
Board seeks to consider the needs and priorities of
each stakeholder group during its discussions and as
part of its decision making.
Response to Covid-19 related issues
The Covid-19 pandemic has impacted how we operate
the Company. The team of the Company now works
from home with extensive use of conference calling
technology and limited in-person meetings. All
regulations set by the UK government have been
adhered to with respect to Covid-19.
Minto listing
Pembridge and its fellow investors identied a listing as
a way to assist Minto to its next phase of development.
To this end, they worked together during 2021 and
Minto has now raised C$31 million of new equity and
is listed on the TSXV. In addition, Pembridge invested
USD 3 million in Minto’s capital raise, which maintained
the Company’s share of Minto and added to its
potential return from the business.
By order of the Board
Gati Al-Jebouri
Chairman and Chief Executive Ocer
28 April 2022
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Corporate and Social Responsibility Report
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
As a company focused on mining and renewable
energy, concern for the environment is of utmost
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 by providing
a safe and healthy working environment and by
minimising risks associated with occupational hazards.
The Company requires the same standards in the
businesses in which it invests.
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 and equivalent legislation in other countries
where it operates. Sta and contractors are made
aware of their obligations both on recruitment and by
periodical updates.
The Strategic Report (comprising the Chairman’s and
Chief Executive’s statement and principal risks and
uncertainties) on pages 2-8 was approved by the
Board of Directors and was signed on its behalf by
Gati Al-Jebouri, Chairman of the Board.
By order of the Board
Gati Al-Jebouri
Chairman and Chief Executive Ocer
28 April 2022
Corporate and Social Responsibility Report (CSR)
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Board of Directors and Senior Management
David James, Chief Financial Ocer and Company Secretary
David is a Chartered Accountant, having qualied with KPMG in 1995. David has had a
varied career including time spent in Budapest, Hungary and in blue chip multinational
groups, followed by 10 years running his own business as a consolidation and reporting
specialist, providing nancial reporting services mainly to multinational listed companies
before joining the Company in February 2020.
Board of Directors and Senior Management
Gati Al-Jebouri, Chairman and Chief Executive Ocer
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 rm KPMG in London and Bulgaria until
being recruited to LUKOIL, where he soon became Director of investment and Finance
in the London oce. In 2003 he became Chief Financial Ocer of LITASCO (LUKOIL
International Trading and Supply Company), where he rose to Chief Executive Ocer
two years later. In 2010 he became Executive Director for Finance and Marketing of
LUKOIL Mid East Ltd and in 2016 was promoted to Vice President LUKOIL and Head of
Middle East Upstream. He has been a Non-Executive Director since 2017 and became
Chairman and Chief Executive Ocer on 19 September 2019.
Frank McAllister, Non-Executive Director
With over 50 years’ industry experience, Francis 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 Ocer in 1982 and
then Executive Vice President of Copper Operations in 1993. Eventually he became
ASARCO’s President and Chief Operating Ocer before becoming Chairman and Chief
Executive Ocer in 1999. In 1996 he became an Independent Director of Clis 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. Francis 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.
Guy Le Bel, Non-Executive Director
Guy brings more than 35 years of international experience in strategic and nancial mine
planning to the Pembridge team. During 2021, Guy was CEO of Aquila Resources Ltd. He
successfully turned around the company during 2021 and Aquila was acquired by Gold
Resources Corp. at the end of the year. He was previously CEO and CFO of Golden Queen
Mining Ltd, and, earlier, was 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 nancial 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.
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Directors’ Report
The Directors present their report and the audited
Financial Statements for the year ended
31 December 2021.
General information about the 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 Company is included within the Chairman and Chief
Executive’s statement on pages 2 to 4, which forms
part of the Strategic Report.
Results and dividends
During the year the Company made a prot of
US$20,580,000 (2019 – loss of US$11,193,000).
The operating prot for the year of $21,225,000
comprised exceptional gains of $18,571,000 resulting
from the assumption of the Capstone liability by
Minto Metals Corp. as part of the reverse takeover
process, a gain on mark-to-market revaluation of the
Company’s investment in Minto of US$3,800,000 and
administrative costs of $1,146,000. The operating
loss in 2020 of $10,954,000 comprised an exceptional
expense of US$9,369,000 on revaluing the Capstone
liability due to actual and expected increased copper
prices and administrative costs of US$1,585,000.
The closing cash and cash equivalents balance
is US$280,000 (2020: US$16,000). No dividends
were paid during the year and the Directors do not
recommend payment of a nal dividend (2020: $nil).
Going concern
The Financial Statements have been prepared on a
going concern basis, which assumes that the Company
will continue operating in the foreseeable future and will
be able to service its debt obligations, realise its assets
and discharge its liabilities as they fall due.
The Company has a planning, budgeting and forecasting
process to determine the funds required to support
their operations and expansionary plans. The budget for
2022 assumes that Pembridge starts to receive C$1m
quarterly repayments of its C$4m loan from Minto, the
rst of which was received in March 2022. The rst
repayment more than covers the interest payable on the
$3m convertible loans, which is due in June 2022, and
the remaining three instalments of C$1m (c. £589k each
as hedged) and interest thereon (expected to be nearly
C$1m, to be received in March 2023) will be available
to fund the Company’s operating costs, to fund new
ventures or to start repaying the Company’s £4.5m loan
(including interest accrued to 31 December 2021) from
Gati Al-Jebouri. Minto’s dividend policy is not controlled
by Pembridge, although Pembridge has one of the seven
seats on Minto’s Board. However, it is likely that Minto
will start to distribute some of its prots in the future
which would continue the inow of cash to Pembridge.
Pembridge does not presently plan to sell its 11.2%
holding in Minto, but Minto is now a publicly listed
company so this can be done if necessary to raise funds.
A restriction on pre-existing owners selling shares
means that, as at December 2021, Pembridge could sell
only 10% of its shares, but that restriction will lift in the
following stages so that it would be possible to sell these
shares if the cash proceeds were needed.
10% - no restriction
20% - restriction ends 25 May 2022
30% - restriction ends 25 November 2022
40% - restriction ends 25 May 2023
Having prepared forecasts based on current resources,
assessing methods of obtaining additional nance
and assessing the possible impact of COVID-19, the
Directors believe the Company has sucient resources
to meet its obligations for a period of 12 months from
the date of approval of these Financial Statements.
Taking these matters into consideration, the Directors
continue to adopt the going concern basis of accounting
in preparing these Financial Statements. The Financial
Statements do not include the adjustments that
would be required should the going concern basis of
preparation no longer be appropriate.
Post reporting date events
These are set out in note 26 to the nancial statements.
Directors
The Directors who served during the year ended 31
December 2021 and up to the date of signing the
Financial Statements were as follows:
Gati Al-Jebouri Chairman and Chief Executive Ocer
Francis McAllister Non-Executive Director
Guy Le Bel Non-Executive Director
Directors’ Report
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Directors’ Report
Substantial shareholders
As at 31 December 2021, the total number of issued
ordinary shares with voting rights in the Company
was 92,165,156. Details of the Company’s capital
structure and voting rights are set out in Note 20 to
the Financial Statements.
The Company has been notied of the following
interests of 3 per cent or more in its issued share
capital on the date these Financial Statements were
approved by the Board.
Party Name
Number of
Ordinary Shares
% of Share
Capital
Gati Al-Jebouri 18,799,716 20.4%
Jonathan Armstrong 6,012,121 6.5%
Frank McAllister 4,663,540 5.1%
Guy Le Bel 3,073,545 3.3%
Richard Calleri 6,756,837 7.3%
Ruggero Maman 5,424,242 5.9%
Capital structure
The Company’s capital consists of ordinary shares
which rank pari passu in all respects and are traded
on the Standard segment of the Main Market of the
London Stock Exchange. There are no restrictions
on the transfer of securities in the Company or
restrictions on voting rights and none of the Company’s
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 signicant agreements to which
the Company is a party that take eect 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 oce 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 ocers during the period and also as at
the date of approval of the Directors’ Report.
Financial instruments
The nancial risk management policies and objectives
are set out in detail in Notes 22 and 24 of the
Financial Statements.
Information on exposure to risks
Principal risks and uncertainties are discussed in the
Strategic Report on page 6, while liquidity risks are
covered in Note 22.
Greenhouse gas emissions
The Company consumed less than 40,000 KWh of
energy in the United Kingdom during the period for
which the Directors’ Report is prepared.
Corporate Governance
The Governance Report is presented on pages 13 to 15.
Statement as to disclosure of information
to auditor
The Directors who were in oce on the date of
approval of these Financial Statements have conrmed,
as far as they are aware, that there is no relevant audit
information of which the auditors are unaware. Each
of the Directors have conrmed 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 oce and a resolution
that they be re-appointed will be proposed at the
general meeting.
By order of the Board
Gati Al-Jebouri
Chairman and Chief Executive Ocer
28 April 2022
Directors’ Report
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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 Company will comply with QCA Code, as published
by the Quoted Companies Alliance, to the extent they
consider appropriate in light of the Company’s size,
stage of development and resources.
The Company is currently a small company with a
modest resource base. The Company has a clear
mandate to optimise the allocation of limited resources
to support its development plans. As such, the Company
strives to maintain a balance between conservation of
limited resources and maintaining robust corporate
governance practices. As the Company evolves, the
Board is committed to enhancing the Company’s
corporate governance policies and practices deemed
appropriate for the size and maturity of the organisation.
Set out below are the Company’s corporate governance
practices for the year ended 31 December 2021.
Leadership
The Company is headed by an eective Board which
is collectively responsible for the long-term success of
the Company.
The role of the Board - The Board sets the Company’s
strategy, ensuring that the necessary resources are
in place to achieve the agreed strategic priorities, and
reviews management and nancial performance. It
is accountable to shareholders for the creation and
delivery of strong, sustainable nancial performance
and long-term shareholder value. To achieve this, the
Board directs and monitors the Company’s aairs
within a framework of controls which enable risk to be
assessed and managed eectively. The Board also has
responsibility for setting the Company’s core values
and standards of business conduct and for ensuring
that these, together with the Company’s obligations to
its stakeholders, are widely understood throughout
the Company.
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
Company’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 6 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 Company or their areas of responsibility, and to
keep them fully briefed on the Company’s operations.
Matters reserved specically 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 Company’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 nancing
and other matters;
- Risk management and internal controls;
- The Company’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 liquidity
and nancial stability of both the Company and the
listing of Minto. Certain other matters are delegated
to the Board Committees, namely the Audit and
Remuneration Committees.
Attendance at meetings:
Member Meetings attended
Francis McAllister 6
Guy Le Bel 6
Gati Al-Jebouri 6
All Directors attended 100% of Board meetings they were
entitled to attend during the period. The Board is pleased
with the high level of attendance and participation of
Directors at Board and committee meetings.
The Chairman sets the Board Agenda and ensures
adequate time for discussion.
Governance Report
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Governance Report
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 the Chief Financial Ocer.
Eectiveness
The Board comprises of a combined Chairman and
Chief Executive Ocer and two independent non-
executive Directors. Biographical details of the Board
members are set out on page 10 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 eectively.
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.
Commitments – All Directors have disclosed any
signicant commitments to the Board and conrmed
that they have sucient time to discharge their duties.
Induction – All new Directors received an induction as
soon as practical on joining the Board.
Conicts 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 conicts, or possibly may conict with
the interests of the Company. The Board had satised
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
conict 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 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 2021:
Male Female
Directors 3 -
Senior Managers 1 -
Accountability
The Board is committed to providing shareholders
with a clear assessment of the Company’s position and
prospects. This is achieved through this report and as
required other periodic nancial and trading statements.
Going concern - The Company’s business activities,
together with factors likely to aect its future
operations, nancial position, and liquidity position are
set out in the Directors’ Report and the Principal risks
and Uncertainties sections of the Strategic Report. In
addition, the notes to Financial Statements discloses
the Company’s nancial risk management practices
with respect to its capital structure, liquidity risk, foreign
exchange risk, and other related matters.
Governance Report
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Pembridge Resources plc
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Governance Report
The Directors, having made due and careful enquiry,
are of the opinion that the Company has adequate
working capital to execute its operations and has the
ability to access additional nancing, if required, over
the next 12 months. The Directors, therefore, have
made an informed judgement, at the time of approving
Financial Statements, that there is a reasonable
expectation that the Company has 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 annual Financial Statements.
Internal controls - The Board of Directors reviews the
eectiveness of the 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 nancial and operational controls, compliance
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 Company’s system of internal
controls and for reviewing its eectiveness. The
Board conrms the need for an ongoing process for
identication, evaluation and management of signicant
risks faced by the Company. The Directors carry out a
risk assessment before signing up to any commitments.
The Audit Committee is made up of the two non-
executive directors and regularly reviews and reports to
the Board on the eectiveness of the system of internal
control. Given the size of the 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 nancial control are considered
appropriate for a 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 Company and to prevent and detect fraud
and other irregularities.
Remuneration
A Remuneration Committee was established during
2019 and is made up of the two non-executive
directors. Remuneration paid to Directors in the
period under review is disclosed in the Directors’
Remuneration Report.
Nomination
Currently due to the size of the Company there is no
Nomination Committee.
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 specic interests or concerns. The Company
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 Company are included
on the Company’s website.
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 an AGM, individual
shareholders are normally given the opportunity to put
questions to the Chairman and to other members of
the Board that may be present. Notice of the AGM is
sent to shareholders at least 21 working days before
the meeting. Details of proxy votes for and against
each resolution, together with the votes withheld,
are announced to the London Stock Exchange and
are published on the Company’s website as soon as
practical after the meeting.
Gati Al-Jebouri
Chairman and Chief Executive Ocer
28 April 2022
Governance Report
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Pembridge Resources plc
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Directors’ Remuneration Report
During 2019 the Company put in place a remuneration committee comprising its two non-executive directors.
The items included in this report are unaudited unless otherwise stated.
Statement of Pembridge Resources Plc’s policy on Directors’ remuneration
The Company’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
Company’s operations. Currently Director’s remuneration is not subject to specic performance targets.
In 2020, the Company implemented 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 aecting their own remuneration. This has not changed in 2021.
Directors’ remuneration
The Directors who held oce at 31 December 2021 and who had benecial interests in the ordinary shares of the
Company are summarised as follows:
Name of Director Position No.of shares held
Gati Al-Jebouri Chairman and Chief Executive Ocer 18,799,716
Francis McAllister Non-Executive Director 4,663,540
Guy Le Bel Non-Executive Director 3,073,545
The Directors entered into service agreements at the time of the Company’s admission to the main market in August
2018. Mr. Al-Jebouri entered into a new service agreement when he became Chairman and Chief Executive Ocer on
19 September 2019. Details of Directors’ emoluments and of payments made for professional services rendered are
set out below.
Remuneration components
For the year ended 31 December 2021 salaries, fees and share based payments were the main components of
remuneration, with health insurance also for the Chief Executive Ocer. This is expected to continue in 2022.
Directors’ Remuneration Report
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Pembridge Resources plc
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Directors’ Remuneration Report
Directors’ Remuneration Report
Directors’ emoluments and compensation (audited)
Set out below are the emoluments of the Directors for the years ended 31 December 2021 and 2020:
2021 2020
Fees
US$’000
Health
insurance
US$’000
Total
US$’000
Fees
US$’000
Health
insurance
US$’000
Total
US$’000
Francis McAllister 17 - 17 26 - 26
Gati Al-Jebouri 236 16 252 301 16 317
Guy Le Bel 17 - 17 26 - 26
Total 270 16 286 353 16 369
Directors benecial share interests (audited)
The interests of the Directors who served during the year in the share capital of the Company at 31 December 2021
and at the date of this report or their resignation (if earlier) were as follows:
Name of Director
Number of ordinary
shares held at
31 December 2021
Number of ordinary
shares held as at the
date of this report
Number of
options /
warrants
Number of
share options / warrants
vested but unexercised
Francis McAllister 4,663,540 4,663,540 1,395,833 1,395,833
Guy Le Bel 3,073,545 3,073,545 1,395,833 1,395,833
Gati Al-Jebouri 18,799,716 18,799,716 8,259,779 2,235,000
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Pembridge Resources plc
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Directors’ Remuneration Report
Total pension entitlements (audited)
The Company currently has a statutory workplace pension scheme in place but did not pay pension amounts in
relation to any Directors.
The Company has not paid out any excess retirement benets 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 oce (audited)
No payments were made to Directors for loss of oce 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. Benets 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 oce
Payment for loss of oce 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.
Approved on behalf of the Board
Gati Al-Jebouri
Chairman and Chief Executive Ocer
28 April 2022
Directors’ Remuneration Report
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Pembridge Resources plc
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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 nancial year. Under that law the
Directors have elected to prepare the Financial Statements in accordance with UK-adopted international accounting
standards. Under Company law the Directors must not approve the Financial Statements unless they are satised
that they give a true and fair view of the state of aairs of the Company and of the prot or loss of the 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 international accounting standards in conformity with the Companies Act 2006 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
Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sucient to show and explain the
Company’s transactions and disclose with reasonable accuracy at any time the nancial position of the 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 Financial Statements, UK-adopted IFRS (UK-adopted
international accounting standards). They are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for the maintenance and integrity of the corporate and nancial information included
on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of the
Financial Statements may dier from legislation in other jurisdictions.
Directors’ Responsibility Statement Pursuant to Disclosure and Transparency Rules
Each of the Directors, whose names and functions are listed on page 10, conrm that, to the best of their knowledge
and belief:
• the Financial Statements have been prepared in accordance with UK-adopted IFRS (UK-adopted international
accounting standards), and give a true and fair view of the assets, liabilities, nancial position and loss of the
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 Company, together with a description of
the principal risks and uncertainties that they face.
Directors’ Responsibilities
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Pembridge Resources plc
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Independent Auditor’s Report to the members of Pembridge Resources Plc
Opinion
We have audited the nancial statements of Pembridge Resources plc (the ‘company’) for the year ended 31
December 2021 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the
Statement of Changes in Equity, the Cash Flow Statement and notes to the nancial statements, including signicant
accounting policies. The nancial reporting framework that has been applied in their preparation is applicable law and
UK-adopted international accounting standards.
In our opinion, the nancial statements:
• give a true and fair view of the state of the company’s aairs as at 31 December 2021 and of its prot for the year
then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the nancial statements section of our report. We are independent of the company in accordance with the ethical
requirements that are relevant to our audit of the nancial statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities, and we have fullled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sucient and appropriate to provide a
basis for our opinion.
Conclusions relating to going concern
In auditing the nancial statements, we have concluded that the director’s use of the going concern basis of
accounting in the preparation of the nancial statements is appropriate. Our evaluation of the directors’ assessment
of the company’s ability to continue to adopt the going concern basis of accounting included a review of forecast
nancial information for a minimum period of 12 months following the date of approval of these nancial statements,
substantiating key inputs and stress testing the model as considered appropriate. The key considerations relating to
the going concern assumption relate to the liquidity of the company’s investment in Minto, a publicly listed company,
as well as the recoverability of the CAD$4m loan due from Minto, the rst CAD$1m instalment of which was received
in 2022.
Based on the work we have performed, we have not identied any material uncertainties relating to events or
conditions that, individually or collectively, may cast signicant doubt on the company’s ability to continue as a going
concern for a period of at least twelve months from when the nancial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Independent Auditor’s Report to the
Members of Pembridge Resources Plc
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Pembridge Resources plc
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Independent Auditor’s Report to the members of Pembridge Resources Plc
Our application of materiality
Materiality 2021 Materiality 2020 Basis for materiality
$210,000 $88,100 2% net assets (2020: 5% of loss before tax)
The benchmark used to calculate materiality has changed compared to the prior year. In 2020, materiality for the
company was based upon the result before tax in order to gain sucient coverage of expenses in our testing.
The circumstances of the company have changed in that it no longer holds an investment in subsidiary related to
Minto Explorations Limited, as a result of that entity engaging in a public listing during the year. As a result of this
transaction, the company now holds in relation to Minto an interest in a nancial instrument accounted for at fair
value through prot or loss, which is revalued at each nancial year end. We therefore consider net assets to be the
key benchmark as the most signicant asset, and that of most importance to users of the nancial statements, will
be the Minto nancial asset. As these shares are now highly liquid, their value is also now factored into the directors’
assessment of the company’s ability to continue to be treated as a going concern. The company also holds several
loan balances and the repayment terms of these will have implications for going concern, along with the valuation of
the Minto nancial asset.
Performance materiality was set at 70% (2020: 70%).
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of material misstatement in the nancial
statements. In particular, we looked at areas involving signicant accounting estimates and judgement by the
directors and considered future events that are inherently uncertain, including classication and valuation of certain
nancial instruments and valuation of share based payments. We also addressed the risk of management override of
controls, including among other matters consideration of whether there was evidence of bias that represented a risk
of material misstatement due to fraud.
Independent Auditor’s Report to the
Members of Pembridge Resources Plc
22
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Pembridge Resources plc
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Independent Auditor’s Report to the members of Pembridge Resources Plc
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most signicance in our audit of the
nancial statements of the current period and include the most signicant assessed risks of material misstatement
(whether or not due to fraud) we identied, including those which had the greatest eect on: the overall audit
strategy, the allocation of resources in the audit; and directing the eorts of the engagement team. These matters
were addressed in the context of our audit of the nancial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Classication and valuation of Minto investment
(Note 15)
During the year, the company’s former subsidiary,
Minto Explorations Limited (‘Minto’) became publicly
listed under the name Minto Metals Corp (‘MNTO’)
on the TSXV exchange in Canada, through a reverse
takeover process. At the time of the listing of Minto
on the Canadian stock exchange, the Shareholders’
Agreement between the company and the other
owners of Minto was terminated.
Pembridge participated in the capital raise and
retained its shareholding of 11.2% in Minto Metals,
however the share structure changed and therefore
Minto Metals now has only one class of shares,
meaning the company no longer held 100% of the
voting rights with its shareholding, but only 11.2%.
Management has concluded that this investment
should be treated as a nancial asset at fair value
through prot or loss.
There is a risk that this treatment is not appropriate
in accordance with the requirements of IFRS
10 Consolidated Financial Statements, IAS 28
Investments in Associates and Joint Ventures and
IFRS 9 Financial assets.
There is a further risk that the investment has not
been recorded at the correct value and is therefore
materially misstated at the year end.
Our work in this area included:
• Reviewing and providing challenge to management’s
paper on the classication of the investment
balance in accordance with IAS 28 Investments in
Associates and Joint Ventures and IFRS 9 Financial
Instruments, vouching key assumptions to supporting
documentation where applicable;
• Ensuring that the asset is correctly classied and
recorded in accordance with IFRS 9; and
• Recalculating the market value using the year end
share price and the number of shares held.
Based on work performed, we are satised that the
investment in Minto has been classied and valued
appropriately and in accordance with IFRS.
Independent Auditor’s Report to the
Members of Pembridge Resources Plc
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Pembridge Resources plc
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Independent Auditor’s Report to the members of Pembridge Resources Plc
Independent Auditor’s Report to the
Members of Pembridge Resources Plc
Other information
The other information comprises the information included in the annual report, other than the nancial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the
annual report. Our opinion on the nancial 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. Our
responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the nancial statements or our knowledge obtained in the course of 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 this gives rise to a material misstatement in the nancial statements themselves. 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.
We have nothing to report in this regard.
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.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the nancial year for which the nancial
statements are prepared is consistent with the nancial 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
In the light of the knowledge and understanding of the company and its environment obtained in the course of the
audit, we have not identied material misstatements in the strategic report or the directors’ report.
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:
• adequate accounting records have not been kept, or returns adequate for our audit have not been received from
branches not visited by us; or
• the nancial 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 specied by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation
of the nancial statements and for being satised that they give a true and fair view, and for such internal control as
the directors determine is necessary to enable the preparation of nancial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the nancial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic
alternative but to do so.
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Strategic Report
Auditor’s responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the nancial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to inuence the
economic decisions of users taken on the basis of these nancial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding of the company and the sector in which it operates to identify laws and regulations
that could reasonably be expected to have a direct eect on the nancial statements. We obtained our
understanding in this regard through discussions with management and relevant industry experience. We also
selected a specic audit team based on experience with auditing entities within this industry facing similar audit
and business risks.
• We determined the principal laws and regulations relevant to the company in this regard to be those arising from:
• Disclosure & Transparency Rules
• Listing Rules
• Companies Act 2006
• UK employment law
• We designed our audit procedures to ensure the audit team considered whether there were any indications
of non-compliance by the company with those laws and regulations. These procedures included, but were not
limited to:
• Making enquiries of management;
• A review of Board minutes;
• A review of legal ledger accounts; and
• A review of RNS announcements.
• We also identied the risks of material misstatement of the nancial statements due to fraud. We considered, in
addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that
there were no other signicant risks of material misstatement due to fraud.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing
audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates
for evidence of bias; and evaluating the business rationale of any signicant transactions that are unusual or
outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those
leading to a material misstatement in the nancial statements or non-compliance with regulation. This risk increases
the more that compliance with a law or regulation is removed from the events and transactions reected in the
nancial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater
regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery,
collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the nancial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Independent Auditor’s Report to the
Members of Pembridge Resources Plc
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Independent Auditor’s Report to the members of Pembridge Resources Plc
Independent Auditor’s Report to the
Members of Pembridge Resources Plc
Other matters which we are required to address
We were appointed by the Board of Directors on 10 February 2017 to audit the nancial statements for the year
ending 31 December 2016 and subsequent nancial periods. Our total uninterrupted period of engagement is 6
years, covering the periods ending 31 December 2016 to 31 December 2021.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we remain
independent of the company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
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.
Eric Hindson
(Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
28 April 2022
15 Westferry Circus
Canary Wharf
London E14 4HD
26
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Pembridge Resources plc
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Consolidated Financial Statements
Note
Year ended
31 December 2021
US$’000
Year ended
31 December 2020
US$’000
Depreciation and amortisation - (3 )
Administrative, legal and professional expenses (1,186 ) (1,307 )
Exceptional items
– revaluation of Capstone liability 7 (1,429 ) (9,369 )
– payment of Capstone liability by Minto in March 2021 7 5,000 -
– assumption of the Capstone liability by Minto Metals Corp 7 15,000 -
– mark-to-market valuation of investment in Minto Metals Corp 7 3,800 -
Foreign exchange gain / (loss) 40 (275 )
Operating prot / (loss) 7 21,225 (10,954 )
Finance income 274 222
Finance cost 11 (919 ) (461 )
Prot / (loss) before income tax 20,580 (11,193 )
Income tax 12 - -
Prot / (loss) for the year 20,580 (11,193 )
Other comprehensive income - -
Total comprehensive income / (loss) for the year 20,580 (11,193 )
Earnings per share expressed in US cents
Year ended
31 December 2021
Year ended
31 December 2020
Prot / (loss) per share attributable to the equity holders of the Company 13
- Basic 24.4 c (15.8 c)
- Diluted 19.1 c (15.8 c)
All amounts relate to continuing activities and are attributable to the shareholders of the Company.
The notes form an integral part of these nancial statements.
Statement of Comprehensive Income
For the year ended 31 December 2021
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Pembridge Resources plc
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Consolidated Financial Statements
Note
31 December 2021
US$’000
31 December 2020
US$’000
Assets
Non-current assets
Investment in subsidiary 14 - 9,202
Investments in nancial assets 15 16,036 -
Receivable from Minto 16 5,000 3,399
Total non-current assets 21,036 12,601
Current assets
Trade and other receivables 16 4,157 428
Cash and cash equivalents 17 280 16
Total current assets 4,437 444
Total assets 25,473 13,045
Non-Current liabilities
Borrowings 19 (3,000 ) (5,198 )
Deferred consideration due to Capstone 25 (5,000 ) -
Total non-current liabilities (8,000 ) (5,198 )
Current liabilities
Trade and other payables 18 (434 ) (214 )
Borrowings 19 (6,145 ) (20 )
Deferred consideration due to Capstone 25 - (18,571 )
Total current liabilities (6,579 ) (18,805 )
Total liabilities (14,579 ) (24,003 )
Net assets / (liabilities) 10,894 (10,958 )
Equity
Share capital 20 1,212 965
Share premium 20 10,000 9,222
Capital redemption reserve 1,011 1,011
Other reserve 293 46
Retained decit (1,622 ) (22,202 )
Equity attributable to shareholders of the Company 10,894 (10,958 )
The Financial Statements were approved and authorised for issue by the Board on 28 April 2022 and signed on behalf of the Board by:
Statement of Financial Position
As at 31 December 2021
Registered number: 07352056
Gati Al-Jebouri
Chairman and Chief Executive Ocer
The notes form an integral part of these nancial statements.
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Consolidated Financial Statements
Statement of Changes in Equity
For the year ended 31 December 2021
Share
capital
US$’000
Share
premium
US$’000
Capital
redemption
reserve
US$’000
Other
reserve
US$’000
Retained
decit
US$’000
Total
US$’000
Balance at 1 January 2020 825 8,900 1,011 369 (11,483 ) (378 )
Loss for the year - - - - (11,193 ) (11,193 )
Other comprehensive income for the year - - - - - -
Total comprehensive income for the year - - - - (11,193 ) (11,193 )
Proceeds from shares issued 140 322 - - - 462
Equity element of convertible loan - - - (53 ) - (53 )
Share-based payments - - - 204 - 204
Transfer to retained decit after
surrender of share options
- - - (474 ) 474 -
Total transactions with owners recognised
directly in equity
Balance at 31 December 2021 965 9,222 1,011 46 (22,202 ) (10,958 )
Prot for the year - - - - 20,580 20,580
Other comprehensive income for the year - - - - - -
Total comprehensive income for the year - - - - 20,580 20,580
Proceeds from shares issued 247 789 - - - 1,036
Direct cost of shares issued - (11 ) - - - (11 )
Share based payments - - - 247 - 247
Total transactions with owners
recognised directly in equity
Balance at 31 December 2021 1,212 10,000 1,011 293 (1,622 ) 10,894
The notes form an integral part of these nancial statements.
The following describes the nature and purpose of each reserve within owners’ equity:
Reserve Description and purpose
Share capital Nominal value of shares issued.
Share premium Amount subscribed for share capital in excess of nominal value, less share issue costs.
Capital redemption reserve Reserve created on cancellation of deferred shares.
Other reserve Cumulative fair value of warrants and share options granted, together with the equity
element of the convertible loan.
Retained decit Cumulative net gains and losses recognised in the statement of comprehensive income.
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Consolidated Financial Statements
Note
Year Ended
31 December
2021
US$’000
Year Ended
31 December
2020
US$’000
Cash ows from operating activities
Loss for the year 20,580 (11,193 )
Adjusted for:
Net nance costs 645 239
Unrealised FX on debt included in administrative expenses (31 ) 232
Depreciation - 3
Tax charge / (credit) - -
Share based payments 247 204
Revaluation of Capstone liability (3,571 ) 9,369
Assumption of the Capstone liability by Minto Metals Corp (15,000 ) -
Mark-to-market valuation of investment in Minto Metals Corp (3,800 ) -
Movement in fair value of derivatives (26 ) -
(956 ) (1,146 )
Movements in working capital
Increase in trade and other receivables - (596 )
Decrease in trade and other payables (55 ) (1,524 )
Cash used by operations (1,011 ) (3,266 )
Income taxes recovered / (paid) - -
Net cash used in operating activities (1,011 ) (3,266 )
Cash ows from investing activities
Purchase of investments (3,034 ) -
Net cash used in investing activities (3,034 ) -
Cash ows from nancing activities
Interest payments - -
Repayment of borrowings (20 ) (50 )
Proceeds from borrowings 3,304 2,471
Proceeds from issuance of shares 1,025 462
Net cash generated from nancing activities 4,309 2,883
Net increase / (decrease) in cash and cash equivalents 264 (383 )
Cash and cash equivalents at beginning of year 16 399
Cash and cash equivalents at end of year 17 280 16
The notes form an integral part of these nancial statements.
Cash Flow Statement
For the year ended 31 December 2021
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Consolidated Financial Statements
Notes to the Financial Statements
For the year ended 31 December 2021
1. NATURE OF OPERATIONS AND GENERAL INFORMATION
entity which owns the Minto copper-gold-silver mine in Yukon, Canada.
The Company’s Financial Statements are presented in United States dollars (US$), which is also the functional currency of the Company,
and rounded to the nearest thousand.
2. BASIS OF PREPARATION
The Financial Statements have been prepared in accordance with UK-adopted international accounting standards.
The Financial Statements have been prepared under the historical cost convention, except as modied for assets and liabilities recognised
at fair value on a business combination and contingent consideration measured at fair value.
The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a high degree of
judgement or complexity, or areas where assumptions and estimates are signicant to the Financial Statements, are disclosed in Note 4.
Going concern
The Financial Statements have been prepared on a going concern basis, which assumes that the Company will continue operating in
the foreseeable future and will be able to service its debt obligations, realise its assets and discharge its liabilities as they fall due.
The Company has a planning, budgeting and forecasting process to determine the funds required to support their operations and
expansionary plans. The budget for 2022 assumes that Pembridge starts to receive C$1m quarterly repayments of its C$4m loan
from Minto, the rst of which was received in March 2022. The rst repayment more than covers the interest payable on the $3m
convertible loans, which is due in June 2022, and the remaining three instalments of C$1m (c. £589k each as hedged) and interest
thereon (expected to be nearly C$1m, to be received in March 2023) will be available to fund the Company’s operating costs, to fund
new ventures or to start repaying the Company’s £4.5m loan (including interest accrued to 31 December 2021) from Gati Al-Jebouri.
Minto’s dividend policy is not controlled by Pembridge, although Pembridge has one of the seven seats on Minto’s Board. However, it is
likely that Minto will start to distribute some of its prots in the future which would continue the inow of cash to Pembridge.
Pembridge does not presently plan to sell its 11.2% holding in Minto, but Minto is now a publicly listed company so this can be done if
necessary to raise funds. A restriction on pre-existing owners selling shares means that, as at December 2021, Pembridge could sell
only 10% of its shares, but that restriction will lift in the following stages so that it would be possible to sell these shares if the cash
proceeds were needed.
10% - no restriction
20% - restriction ends 25 May 2022
30% - restriction ends 25 November 2022
40% - restriction ends 25 May 2023
Having prepared forecasts based on current resources, assessing methods of obtaining additional nance and assessing the possible
impact of COVID-19, the Directors believe the Company has sucient resources to meet its obligations for a period of 12 months from
the date of approval of these Financial Statements. Taking these matters into consideration, the Directors continue to adopt the going
concern basis of accounting in preparing these Financial Statements. The Financial Statements do not include the adjustments that
would be required should the going concern basis of preparation no longer be appropriate.
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Consolidated Financial Statements
Notes to the Financial Statements
For the year ended 31 December 2021
3. STANDARDS AND INTERPRETATIONS NOT YET APPLIED BY THE COMPANY
3.1 New and amended standards mandatory for the rst time for the nancial year beginning 1 January 2022
The following new IFRS standards and/or amendments to IFRS standards are mandatory for the rst time for the Company:
Standard Eective date
IFRS 16 (Amendments) Leases – Covid-19-related rent concession beyond 30 June 2021 1 April 2021
IFRS 9, IAS 39 and
IFRS 7 (Amendments)
Interest rate benchmark reform - Phase 2 1 January 2021
The Directors believe that the adoption of these standards has not had a material impact on the nancial statements other than changes
to disclosures.
3.2 Standards, amendments and interpretations to existing standards that are not yet eective and have not been
adopted early by the Company
The standards and interpretations that are issued, but not yet eective, up to the date of issuance of the condensed interim nancial
statements are listed below. The Company intends to adopt these standards, if applicable when they become eective.
Standard Eective date
IAS 1 (Amendments) Classication of liabilities as current or non-current 1 January 2023*
IAS 1 (Amendments) Presentation of Financial Statements 1 January 2023*
IAS 8 (Amendments) Accounting policies, Changes in Accounting Estimates 1 January 2023*
IFRS 3 (Amendments) Business Combinations – reference to the Conceptual Framework 1 January 2022*
IAS 16 (Amendments) Property, plant and equipment 1 January 2022*
IAS 37 (Amendments) Provisions, Contingent Liabilities and Contingent Assets 1 January 2022*
IFRS 2018-2020 Cycle Annual Improvements 1 January 2022*
IAS 12 (Amendments) Income taxes – deferred tax related to assets and liabilities arising from a single transaction 1 January 2023*
IFRS 17 (Amendments) Insurance contracts – initial application of IFRS 17 and IFRS 9 – comparative information 1 January 2023*
*Subject to UK endorsement
The Company are evaluating the impact of the new and amended standards above. The Directors believe that these new and amended
standards are not expected to have a material impact on the Company’s results or shareholders’ funds.
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Consolidated Financial Statements
4. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Company’s accounting policies, described in Note 5, 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 dier
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 aects only that period or in the period of the revision and future periods if the
revision aects both current and future periods.
Critical judgments exercised in applying accounting policies, apart from those involving estimates, that have the most signicant eect on
the amounts recognised in the nancial statements are as follows:
Financial instruments
Financial assets and liabilities are designated upon inception to various classications. The designation determines the method by which the
nancial instruments are carried on the balance sheet subsequent to inception and how changes in value are recorded. The designation may
require the Company to make certain judgments, taking into account management’s intention of the use of the nancial instruments.
Since its listing on the TSXV Exchange, Minto Metals is a listed company whose shares are all voting shares, which means that Pembridge’s
11.2% holding does not give the Company control or substantial inuence over Minto Metals. As a result, Pembridge now accounts for its
investment in Minto Metals not as a subsidiary but as a nancial asset, which is revalued on a mark-to-market basis.
Income taxes
Deferred tax assets and liabilities are determined based on dierences between the nancial statement carrying values of assets and
liabilities and their respective income tax bases (“temporary dierences”), and losses carried forward. Deferred tax assets are recognised
for unused tax losses to the extent that it is probable that taxable prot will be available against which the losses can be utilised.
The determination of the ability of the Company to utilise tax loss carry-forwards to oset deferred tax liabilities requires management
to exercise judgment and make certain assumptions about the future performance of the Company. Management is required to assess
whether it is probable that the Company will benet from these prior losses and other deferred tax assets, and what tax rates are
expected to be in eect when temporary dierences reverse. Changes in economic conditions, metal prices and other factors could result
in revisions to the estimates of the benets to be realised or the timing of utilizing the losses.
Share based payments
Estimating fair value for share based payment transactions requires determination of the most appropriate valuation model, which is
dependent on the terms and conditions of the grant of share options and warrants. This estimate also requires determination of the most
appropriate inputs to the valuation model including the expected life, volatility and dividend yield and making assumptions about them.
The assumptions used for estimating fair value for share based payment transactions are disclosed in Note 21.
Notes to the Financial Statements
For the year ended 31 December 2021
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Consolidated Financial Statements
5. SIGNIFICANT ACCOUNTING POLICIES
Reporting foreign currency transactions in functional currency
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 carried at fair
value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange dierences arising,
if any, are recognised in prot or loss.
Taxes
Income tax represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable result for the period. Taxable prot or loss diers from reported prot 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 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 dierences between the carrying amounts of assets and liabilities in the
Financial Statements and the corresponding tax bases used in the computation of taxable prot, and is accounted for using the balance sheet
liability method. Deferred tax liabilities are generally recognised for all taxable temporary dierences, and deferred tax assets are recognised
to the extent that it is probable that taxable prots will be available against which deductible temporary dierences 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 prot 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 oset when there is a legally enforceable right to set o 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.
Compound instruments and borrowings
The component parts of compound instruments are classied separately as nancial liabilities and equity in accordance with the
substance of the contractual agreement. At the date of issue, the fair value of the liability component is estimated using the prevailing
market interest rate for similar debt instruments. This amount is recorded as a liability on an amortised cost basis until extinguished upon
conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component
from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax eects, and is not
subsequently remeasured. Where the nature of the instrument is such that an equity component could exist in principle, but the event
that would cause this (such as conversion on a ‘xed for xed’ basis on a sale) is inherently uncertain, no value is attributed to it.
Borrowings are classied as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least
12 months after the reporting period.
Borrowing costs are expensed in the period in which they are incurred.
Notes to the Financial Statements
For the year ended 31 December 2021
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Consolidated Financial Statements
5. SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial instruments
On initial recognition, nancial assets are recognised at fair value and are subsequently classied and measured at: (i) amortised cost;
(ii) fair value through other comprehensive income (“FVOCI”); or (iii) fair value through prot or loss (“FVTPL). The classication of nancial
assets is generally based on the business model in which a nancial asset is managed and its contractual cash ow characteristics.
A nancial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for nancial
assets at FVTPL where transaction costs are expensed. All nancial assets not classied and measured at amortised cost or FVOCI are
measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to
present subsequent changes in the investment’s fair value in OCI, but the Company has not so elected in respect of its investment in
Minto Metals Corp.
The classication determines the method by which the nancial assets are carried on the statement of nancial position subsequent to
inception and how changes in value are recorded. Accounts receivable are measured at amortised cost with subsequent impairments
recognised in the statement of income / (loss). Derivative assets are measured at FVTPL with subsequent changes recognised in prot
or loss.
Financial liabilities are designated as either: (i) fair value through prot or loss; or (ii) amortised cost. All nancial liabilities are classied
and subsequently measured at amortised cost except for nancial liabilities at FVTPL. The classication determines the method by which
the nancial liabilities are carried on the statement of nancial position subsequent to inception and how changes in value are recorded.
Accounts payable and accrued liabilities are classied as amortised cost and carried on the statement of nancial position at amortised
cost. All interest and other borrowing costs incurred in connection with the above are expensed as incurred and reported as part of
nancing costs in the statement of comprehensive income. The Company derecognises nancial liabilities when, and only when, the
Company’s obligations are discharged, cancelled or they expire.
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or
transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most
advantageous market for the asset or liability.
A fair value measurement of a non-nancial asset takes into account a market participant’s ability to generate economic benets by using
the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
All assets and liabilities for which fair value is measured or disclosed in the Financial Statements are categorised within the fair value
hierarchy described as follows:
(i) Level 1 – quoted market prices in active markets for identical assets or liabilities
(ii) Level 2 – valuation techniques for which the lowest level input that is signicant to the fair value measurement is directly or
indirectly observable.
(iii) Level 3 – valuation techniques for which the lowest level input that is signicant to the fair value measurement is unobservable
External valuers are involved for the valuation of assets and liabilities acquired in a business combination, and signicant liabilities such as
contingent consideration.
Trade receivables
Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain signicant nancing
components. They are subsequently measured at amortised cost using the eective interest method, less loss allowance.
Notes to the Financial Statements
For the year ended 31 December 2021
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Consolidated Financial Statements
5. SIGNIFICANT ACCOUNTING POLICIES (continued)
Impairment and collectability of nancial assets
An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognised based on expected credit losses.
This applies to nancial assets measured at amortised cost. The estimated present value of future cash ows associated with the asset is
determined and an impairment loss is recognised for the dierence between this amount and the carrying amount as follows: the carrying
amount of the asset is reduced to estimated present value of the future cash ows associated with the asset, discounted at the nancial
asset’s original eective interest rate, either directly or through the use of an allowance account and the resulting loss is recognised in
prot or loss for the period.
In a subsequent period, if the amount of the impairment loss related to nancial assets measured at amortised cost decreases, the
previously recognised impairment loss is reversed through prot or loss to the extent that the carrying amount of the investment at the
date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
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
classied as nance income. For the purposes of the statement of cash ows, cash and cash equivalents consist of cash and cash
equivalents as dened above.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of the nancial year which are
unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting
period. They are recognised initially at their fair value and subsequently measured at amortised cost using the eective interest method.
Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable
that an outow of resources that can be reliably estimated will be required to settle the obligation. The amount recognised as a provision
is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks
and uncertainties surrounding the obligation. Where the eect is material, the provision is discounted to net present value using an
appropriate current market-based pre-tax discount rate and the unwinding of the discount is included in prot or loss as interest expense
from discounting obligations.
Employee benets
Liabilities for wages and salaries, including non-monetary benets and annual leave, that are expected to be settled wholly within 12
months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up
to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
Earnings per share
Basic earnings / (loss) per share is computed by dividing net earnings available (attributable) to common shareholders by the weighted
average number of common shares outstanding during the period. The computation of diluted earnings (loss) per share assumes the
conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive eect on
earnings / (loss) per share.
The dilutive eect of convertible securities is reected in diluted earnings / (loss) per share by application of the “if converted” method.
Investment in subsidiary
The Company recognises its investments in subsidiaries at cost, less any provision for impairment.
Share capital
Ordinary shares are classied 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.
Notes to the Financial Statements
For the year ended 31 December 2021
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Consolidated Financial Statements
Notes to the Financial Statements
For the year ended 31 December 2021
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 has one operating segment, being investment activities, therefore all IFRS 8 disclosures are incorporated within other notes
to the Financial Statements.
7. OPERATING PROFIT / (LOSS)
Audit fees and sta costs are shown in notes 8 and 9.
Exceptional items are analysed below.
Year Ended
31 December 2021
US$’000
Year Ended
31 December 2020
US$’000
Revaluation of Capstone liability (1,429) (9,369)
Payment of Capstone liability by Minto in March 2021 5,000 -
Assumption of the Capstone liability by Minto Metals Corp 15,000 -
Mark-to-market valuation of investment in Minto Metals Corp 3,800 -
22,371 (9,369)
The payment of the Capstone liability for the acquisition of Minto Exploration Ltd is dependent on certain conditions related to production
and copper prices being met. At the end of 2020, the payments were not certain in amount or timing, which meant that the value placed
on the liability was less than the maximum possible US$ 20 million. During 2021, all conditions were met and the full balance because
payable, which resulted in a further charge of US$1,429,000.
Minto made a payment of US$5 million of the obligation to Capstone in March 2021 on behalf of Pembridge under the terms of the
Shareholders’ Agreement then in force, which reduced the obligation to US$15 million.
The assumption of the Capstone liability by Minto Metals Corp was part of the reverse take-over process under which Minto Exploration Ltd.
amalgamated with 1246778 B.C. Ltd. to form Minto Metals Corp. As part of this process, the Shareholder’s Agreement between Pembridge
and the other owners of Minto Explorations Ltd. was terminated and Pembridge and Minto Metals Corp (“Minto”) executed the Future
Expenditures Agreement (“FEA”). As a result of the FEA, Minto assumed the obligations of Pembridge with respect to all outstanding Capstone
payments arising under the Share Purchase Agreement for the acquisition of Minto Exploration Ltd. Minto had paid $5 million of the full
US$20 million already, so the amount of the promissory note issued by Minto to Pembridge in respect of this was US$15 million. Of this
amount, US$10 million was paid prior to 31 December 2021 and the remaining US$5 million is now payable on 15 January 2023.
Subsequent to Minto’s reverse take-over process, Minto became a listed company whose shares are all voting shares, under which
structure Pembridge’s 11.2% holding does not give control of Minto. Until that time, Pembridge did have control of Minto through owning
all the voting shares of Minto Exploration Ltd, and accounted for it as a subsidiary, at historic cost. As a result, Pembridge now accounts
for its investment in Minto not as a subsidiary but as a nancial asset, which is revalued on a mark-to-market basis. The revaluation of the
investment from its historic cost to its market value of C$2.50 per share at 31 December 2021 resulted in a gain of US$3,800,000.
8. AUDITOR’S REMUNERATION
Year Ended
31 December 2021
US$’000
Year Ended
31 December 2020
US$’000
Remuneration receivable by the Company’s auditors for the audit of the
Financial Statements
41 48
Total remuneration 41 48
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Consolidated Financial Statements
9. EMPLOYEES AND KEY MANAGEMENT
The total Directors’ emoluments for the year, including share based payments, were US$286,000 (2020 - US$369,000). Detailed disclosure
of Directors’ remuneration is disclosed in the Directors’ remuneration report on page 16.
The average number of employees in the Company was 2 (2020 – 3).
Key management personnel as dened under IAS 24 have been identied as only the Board of Directors.
Year Ended
31 December 2021
US$’000
Year Ended
31 December 2020
US$’000
Sta costs
Wages and salaries 442 766
Social security costs 48 95
Injury protection and health insurance 17 18
Pensions 5 10
Share based payments 247 204
759 1,093
10. RELATED PARTY TRANSACTIONS
The Company has borrowings from its Chairman and CEO, Gati Al-Jebouri, which which date from 2019 and 2020. These incur interest
of 10% per annum and are repayable on 31 December 2022. The Company also pays an arrangement fee in the amount of 6% of the
amounts drawn down under the Convertible Loan. Under this facility, the Company had borrowed £3,430,000 (US$4,646,000) at 31
December 2021 and 2020.
The capital raise and listing of Minto on the TSXV were expected to be completed by the end of July 2021. As a result of conditions outside
the control of Minto’s management, the capital raise and listing were delayed, which led to a postponement to the rst cash receipt from
Minto from Q3 2021 to Q1 2022. This has impacted the cash ow of Pembridge and, to ensure that the company has sucient funds to
meet all its ongoing obligations, Pembridge’s Chairman and CEO, Gati Al-Jebouri, provided an additional facility of up to £200,000, which
was approved by the Pembridge Board of Directors and entered into on 21 September 2021. The Facility carries interest at an annual rate
of 14%, to be paid upon repayment, and an arrangement fee in the amount of 6% of the amounts drawn down. Under this facility, the
Company had borrowed £145,000 (US$196,000) at 31 December 2021.
Gati Al-Jebouri has invested US$500,000 in the convertible loan notes described in note 19.
In December 2021, the Company agreed to a convertible loan of £80,000 with Gati Al-Jebouri. The loan carries no interest and is to be
converted to new ordinary shares at an exercise price of 5p on or shortly after 17 May 2022.
11. FINANCE COSTS
Year Ended
31 December 2021
US$’000
Year Ended
31 December 2020
US$’000
Interest on loans – Loan from Director 674 461
Interest on loans – Convertible loan notes 245 -
919 461
Notes to the Financial Statements
For the year ended 31 December 2021
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Consolidated Financial Statements
Notes to the Financial Statements
For the year ended 31 December 2021
12. INCOME TAX
Current tax:
Year Ended
31 December 2021
US$’000
Year Ended
31 December 2020
US$’000
UK corporation tax on the result for the year - -
Total current taxation - -
Deferred taxation - -
Income tax - -
Dierences explained below:
Prot / (loss) before tax 20,580 (11,193)
Prot / (loss) before tax multiplied by the standard rate 19% (2020: 19%) 3,910 (2,127)
Eect of:
Non-qualifying depreciation - 1
Expenses not deductible 11 1,804
Non-taxable portion of unrealised gains (4,250) -
Tax losses for which no deferred income tax asset was recognised 329 322
Yukon mining taxes
Tax charge / (credit) for the year - -
Unrecognised deferred tax asset
Tax losses UK – excess management expenses 3,350 3,056
3,350 3,056
The deferred tax assets are currently unrecognised as the likelihood of sucient future taxable prots does not yet meet the denition
of “probable”.
The unrecognised deferred tax asset has no expiry period.
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Pembridge Resources plc
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Consolidated Financial Statements
Notes to the Financial Statements
For the year ended 31 December 2021
13. EARNINGS PER SHARE
The calculation of basic and diluted loss per ordinary share is based on the following data:
Year Ended
31 December 2021
Year Ended
31 December 2020
Basic prot / (loss) per share (US cents) 24.4c (15.8c)
Diluted prot / (loss) per share (US cents) 19.1c (15.8c)
Weighted average number of shares for basic prot / (loss) per share 84,449,176 70,742,894
Weighted average number of shares for diluted prot / (loss) per share 107,884,498 70,742,894
The basic and diluted result per share have been calculated using the prot attributable to shareholders of the Company of
US$20,580,000 (2020: loss US$11,193,000) as the numerator, i.e. no adjustment to prot/(loss) was necessary. The basic and dilutive loss
per share for 2020 are the same as the eect of the exercise of share options and warrants would be anti-dilutive.
Details of share options and warrants that could potentially dilute earnings per share in future periods are set out in Note 21.
14. INVESTMENT IN SUBSIDIARY
Minto Exploration Ltd.
US$’000
At 1 January and 31 December 2020 9,202
At 1 January 2021 9,202
Reclassication (see note 15) (9,202)
At 31 December 2021 -
15. INVESTMENTS IN FINANCIAL ASSETS
Minto Metals Corp
US$’000
Vulcan Green Copper Ltd.
US$’000
Total
US$’000
At 1 January 2021 - - -
Reclassication (see note 14) 9,202 - 9,202
Additions 3,000 34 3,034
Revaluation to fair market value 3,800 - 3,800
At 31 December 2021 16,002 34 16,036
On the date of Minto’s listing, when the investment was reclassied from a subsidiary to a nancial asset, the existing shares in Minto
owned by the Company had a fair market value, at the subscription price for new shares of C$2.60, of US$13,588,000.
As part of the Minto capital raise that completed with its listing as Minto Metals Corp in 2021, Pembridge invested US$3 million. This
maintained Pembridge’s interest in Minto at 11.2%. The share structure of Minto Metals Corp, with all shares being voting shares, means
that Pembridge does not control Minto Metals Corp. so has not reported it as a subsidiary in these accounts. It is now reported as a
nancial asset, valued at its fair market value based on its closing share price on TSXV on 31 December 2021 of C$2.50.
In July 2021, the Company made an investment of £25,000 in Vulcan Green Copper Ltd. (“Vulcan”) as part of Vulcan’s capital raise of
£500,000. Vulcan is the holder of the Kitumba Copper project in Zambia and is valued at £3.5 million post capital raise. The Pembridge
investment represents just under 1% of Vulcan’s share capital.
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Pembridge Resources plc
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Consolidated Financial Statements
16. TRADE AND OTHER RECEIVABLES
31 December 2021
US$’000
31 December 2020
US$’000
Receivable from Minto 4,106 403
Other receivables - -
Prepayments 25 23
VAT and other sales taxes - 2
Derivative asset 26 -
Trade and other receivables - current 4,157 428
Other receivables – non-current:
Receivable from Minto
5,000 3,399
The receivable from Minto due in less than one year is primarily the funding for the surety account, which is to be paid by Minto in
quarterly instalments during 2022. The receivable from Minto due in more than one year is Minto’s commitment under a promissory note
to pay the remaining $5 million due to Capstone on Pembridge’s behalf, and this payment is due on 15 January 2023.
17. CASH AND CASH EQUIVALENTS
Company
31 December 2021
US$’000
Company
31 December 2020
US$’000
Cash and short-term deposits 280 16
18. TRADE AND OTHER PAYABLES
31 December 2021
US$’000
31 December 2020
US$’000
Accrued interest 245 -
Other payables and accruals 189 214
434 214
Accrued interest is from the convertible loan notes and will be payable in June 2022.
Other payables are non-interest bearing and normally settled in the month following date of invoice.
Notes to the Financial Statements
For the year ended 31 December 2021
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Pembridge Resources plc
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Consolidated Financial Statements
Notes to the Financial Statements
For the year ended 31 December 2021
19. BORROWINGS
31 December 2021
US$’000
31 December 2020
US$’000
Convertible loan notes 3,000 -
Loans from directors - 5,198
Borrowings – non-current 3,000 5,198
Loans from directors 6,145 -
Other loans - current - 20
Total borrowings 9,145 5,218
The Company has borrowings from its Chairman and CEO, Gati Al-Jebouri, which incur interest of 10% per annum and are repayable on
31 December 2022, which date from 2019 and 2020. The Company also pays an arrangement fee in the amount of 6% of the amounts
drawn down under the Convertible Loan. Under this facility, the Company had borrowed £3,430,000 (US$4,646,000) at 31 December
2020 and 2021.
The capital raise and listing of Minto on the TSXV were expected to be completed by the end of July 2021. As a result of conditions outside
the control of Minto’s management, the capital raise and listing were delayed, which led to a postponement to the rst cash receipt from
Minto from Q3 2021 to Q1 2022. This has impacted the cash ow of Pembridge and, to ensure that the company has sucient funds to
meet all its ongoing obligations, Pembridge’s Chairman and CEO, Gati Al-Jebouri, provided an additional facility of up to £200,000, which
was approved by the Pembridge Board of Directors and entered into on 21 September 2021. The Facility carries interest at an annual rate
of 14%, to be paid upon repayment, and an arrangement fee in the amount of 6% of the amounts drawn down. Under this facility, the
Company had borrowed £145,000 (US$196,000) at 31 December 2021.
In June 2021, the Company issued convertible loan notes with a value of USD 3 million, with an interest rate of 14%, redeemable after two
years, in order that it could participate in Minto’s capital raise. The loan notes may be converted into Ordinary Shares in the Company
at any time from 1 June 2022 until 31 May 2023 at an exercise price of $0.113 (8p at an exchange rate of £1 - $1.415) at the option of
the noteholder. Gati Al-Jebouri has invested US$500,000 in the convertible loan notes. Interest of US$245,000 has been accrued and is
disclosed in note 18.
In December 2021, the Company agreed a convertible loan of £80,000 with Gati Al-Jebouri. The loan carries no interest and is to be
converted to new ordinary shares at an exercise price of 5p on or shortly after 17 May 2022.
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Pembridge Resources plc
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Consolidated Financial Statements
Notes to the Financial Statements
For the year ended 31 December 2021
20. SHARE CAPITAL AND PREMIUM
Allotted, called up and fully paid
Number of
ordinary shares
Share Capital –
ordinary shares
US$000
Share premium
US$000
Total
US$000
At 1 January 2021 74,406,993 965 9,222 10,187
Proceeds from shares issued 17,758,523 247 778 1,025
At 31 December 2021 92,165,516 1,212 10,000 11,212
Ordinary shares have attached to them full voting, dividend and capital distribution rights (including on a winding up).
On 22 December 2021, the Company issued 3,200,000 new ordinary shares at a price of 5p each, raising proceeds of £160,000 (US$217,000).
On 7 January 2021, the Board of Directors approved the issuance and allotment of 14,250,000 new ordinary shares at a price of 4p each,
raising proceeds of £570,000, and of a further 308,523 shares to repay a loan of US$20,250.
On 16 April 2020 the Board of Directors approved the issuance and allotment of 11,175,499 new ordinary shares at a price of 3.3p each,
raising proceeds of £368,000. In order to enable this share issue within the rules of the London Stock Exchange the directors agreed to
surrender their share options and the following changes were made to the Convertible Loan Agreement with Pembridge’s Chairman and
Chief Executive Ocer, Gati Al-Jebouri:
• removing the right of Mr. Al-Jebouri to convert any of the loans to shares in the Company;
• the maturity date of the loans was extended from 25 October 2021 to 31 December 2022. The extension in maturity corresponds
with the Company’s expectations with regard to inow of funds from Minto Explorations Ltd to the Company; and
• In consideration for these changes, the Company agreed to increase the interest rate on the loan from 8% to 10% with eect from
1st May 2020, with the accumulated interest to be paid only at the maturity date of the loan with no interim payments.
To increase the share capital headroom and so enable the share issue in April 2020, the Directors surrendered their rights to options over
4,085,000 shares.
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Pembridge Resources plc
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Consolidated Financial Statements
Notes to the Financial Statements
For the year ended 31 December 2021
21. SHARE BASED PAYMENTS
Movements in the number of share options and warrants and their related weighted average exercise prices are as follows:
2021 2020
Options and warrants
Number
Average exercise price
(pence)
Options and warrants
Number
Average exercise price
(pence)
Outstanding at 1 January 7,907,466 9.77 7,859,800 19.09
Granted 28,148,673 7.83 7,206,666 5.69
Forfeited (600,000) 43.40 (7,159,000) 15.90
Outstanding at 31 December 35,456,139 7.66 7,907,466 9.77
Exercisable at 31 December 7,006,666 7.01 1,200,800 36.44
The weighted average remaining contractual life for the share options and warrants outstanding as at 31 December 2021 was 2.2 years
(2020: 6.2 years).
The fair value of share-based payment transactions is calculated using the Black-Scholes Option Pricing Model. Key inputs to the model
were: volatility 77.75% (2020: 77.75%), risk free rate 0.75% (2020: 0.75%) and dividend yield 0% (2020: 0%). Share options and warrants
outstanding at the end of year have the following expiry dates and exercise prices:
Grant-Vest Expiry date
Exercise price
(pence)
2021
Number
2020
Number
2017 2021 43.4 - 600,000
2018 2022 43.4 300,000 300,000
2019 2022 15.625 300,800 300,800
2020-2021 2023 5.00 2,791,666 2,791,666
2020-2021 2030 5.00 3,915,000 3,915,000
2021-2022 2023 8.00 26,548,673 -
2021-2022 2022 5.00 1,600,000 -
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Pembridge Resources plc
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Consolidated Financial Statements
Notes to the Financial Statements
For the year ended 31 December 2021
22. FINANCIAL INSTRUMENTS
Signicant accounting policies
Details of the signicant 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 nancial asset, nancial liability and equity instrument,
are disclosed in note 5.
The Company held two investments in nancial assets at 31 December 2021. The investment in Minto Metals Corp is classied as level 1
under the fair value hierarchy. Vulcan Green Copper Ltd is a private company and the investment in it is classied as level 3 under the fair
value hierarchy.
The only other nancial assets currently held by the Company are classied as receivables and cash and cash equivalents.
Categories of nancial instruments
The carrying amounts presented in the statement of nancial position relate to the following categories of assets and liabilities. Because
of the conditional nature of the deferred consideration due to Capstone, this balance is shown at fair value and is subject to subsequent
remeasurement with changes in fair value being booked to the income statement. As at 31 December 2021, all conditions had been
satised and the remaining payable to Capstone is recognised in full.
31 December 2021
US$’000
31 December 2020
US$’000
Financial assets
At fair value through prot and loss
Investment in Minto Metals Corp 16,002 -
Investment in Vulcan Green Copper Ltd 34 -
Trade receivables - -
At amortised cost
Minto receivables 9,106 3,802
Other receivables - 2
Cash and cash equivalents 280 16
25,442 3,820
Financial liabilities
At amortised cost
Trade payables - -
Other payables (434) (214)
Borrowings (9,145) (5,218)
At fair value through prot and loss
Deferred consideration due to Capstone (5,000) (18,571)
(14,579) (24,003)
As at 31 December 2021, trade and other receivables are all considered to be recoverable.
The fair value is equivalent to book value for current assets and liabilities at amortised cost.
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Pembridge Resources plc
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Consolidated Financial Statements
Notes to the Financial Statements
For the year ended 31 December 2021
The main risks arising from the Company’s nancial instruments are liquidity risk and foreign currency risk. Interest rate risk is minimised
by xed rate borrowings as described in note 19. The Directors review and agree policies for managing these risks and these are
summarised below.
Liquidity risk
Liquidity risk arises from the Company’s management of working capital. It is the risk that the Company will encounter diculty in meeting
its nancial obligations as they fall due.
The Directors monitor cash ow on a regular basis and at quarterly Board meetings in the context of their expectations for the business, in
order to ensure sucient liquidity is available to meet foreseeable needs.
The Company’s cash at bank is held with institutions with A+ credit ratings (Fitch).
As of December 31, 2021, the Company’s liabilities that have contractual maturities were as follows:
Contractual cash ows
Carrying amount
US$’000
Total
US$’000
2022
US$’000
2023
US$’000
2024
US$’000
2025
US$’000
After 2025
US$’000
Trade and other payables 434 434 434 - - - -
Loan from Director 6,145 6,145 6,145 - - - -
Convertible loan notes 3,000 3,000 - 3,000 - - -
Payable to Capstone 5,000 5,000 - 5,000 - - -
14,579 14,579 6,579 8,000 - - -
As of December 31, 2020, the Company’s liabilities that have contractual maturities were as follows:
Contractual cash ows
Carrying amount
US$’000
Total
US$’000
2021
US$’000
2022
US$’000
2023
US$’000
2024
US$’000
After 2024
US$’000
Trade and other payables 214 214 214 - - - -
Long term debt 5,218 5,218 20 5,198 - - -
Payable to Capstone 18,571 20,000 20,000 - - - -
24,003 25,432 20,234 5,198 - - -
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Pembridge Resources plc
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Consolidated Financial Statements
Notes to the Financial Statements
For the year ended 31 December 2021
22. FINANCIAL INSTRUMENTS (continued)
Foreign currency risk management
The carrying amounts of monetary assets and monetary liabilities denominated in a currency other than the relevant company’s functional
currency at the reporting date are as follows:
CAD items in a USD
functional company
31 December 2021
US$’000
GBP items in a USD
functional company
31 December 2021
US$’000
CAD items in a USD
functional company
31 December 2020
US$’000
GBP items in a USD
functional company
31 December 2020
US$’000
Financial assets
Other receivables 4,106 - 3,802 2
Cash and cash equivalents - 280 - 16
4,106 280 3,802 18
Financial liabilities
Trade and other payables - (189) - (214)
Borrowings - (6,145) - (5,198)
- (6,334) - (5,412)
4,106 (6,054) 3,802 (5,394)
Of the receivable from Minto, at 31 December 2021 C$4 million (US$3,166,000) was hedged against GBP using forwards, which provides a
partial hedge against the Company’s GBP borrowings.
The following table details the Company’s sensitivity to a 10% increase and decrease in the US dollar against the relevant foreign
currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally and represents Management’s assessment of
the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated
monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates. A positive number below
indicates an increase in prot and equity where the US dollar strengthens 10% against the relevant currency. For a 10% weakening of the
US dollar against the relevant currency, there would be an equal and opposite impact on the prot and equity, and the balances below
would be negative.
31 December 2021
US$’000
31 December 2020
US$’000
Eect on prot / (loss) +10% 194 159
-10% (194) (159)
Eect on equity +10% 194 159
-10% (194) (159)
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Pembridge Resources plc
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Consolidated Financial Statements
Notes to the Financial Statements
For the year ended 31 December 2021
23. RECONCILIATION OF MOVEMENT IN NET DEBT
2021 At 1 January
US$’000
New
borrowing
US$’000
Interest
added to
debt
US$’000
Debt repaid
US$’000
Other cash
ows
US$’000
Foreign
exchange
US$’000
At 31
December
US$’000
Cash at bank and in hand 16 3,304 - (20) (3,020) - 280
Borrowings (5,218) (3,304) (674) 20 - 31 (9,145)
Net debt (5,202) - (674) - (3,020) 31 (8,865)
2020 At 1 January
US$’000
New
borrowing
US$’000
Interest
added to
debt
US$’000
Debt repaid
US$’000
Other cash
ows
US$’000
Foreign
exchange
US$’000
At 31
December
US$’000
Cash at bank and in hand 399 2,471 - (50) (2,804) - 16
Borrowings (2,049) (2,471) (515) 50 - (233) (5,218)
Net debt (1,650) - (515) - (2,804) (233) (5,202)
24. CAPITAL MANAGEMENT POLICIES AND PROCEDURES
The Company considers its capital to be equal to the sum of its total equity, disclosed on the Balance Sheet, and net debt. The Company’s
objectives when managing its capital are:
• To ensure that the Company and all of its businesses are able to operate as going concerns and ensure that the Company operates
within the nancial covenants contained within its debt facilities
• To have available the necessary nancial resources to allow the Company to invest in areas that may deliver acceptable future
returns to investors
• To maintain sucient nancial resources to mitigate against risks and unforeseen events
• To maximise shareholder value through maintaining an appropriate balance between equity and net debt
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Pembridge Resources plc
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Consolidated Financial Statements
Notes to the Financial Statements
For the year ended 31 December 2021
25. COMMITMENTS AND CONTINGENCIES
Contingent consideration
On 3 June 2019, the Company acquired all of the outstanding common shares of Minto Explorations Ltd (“Minto”) from Capstone Mining
Corp (Capstone) (“Minto Acquisition”). The consideration for the Minto comprises up to US$20 million in total payments due to Capstone
payable out of future cash ows and realisations from Minto and based on certain hurdles linked to production levels at Minto as well as
future copper prices as detailed below. Of the three payments detailed below, the rst is contingent only in respect of its timing, whereas
payments 2 and 3 are contingent on copper prices reaching certain levels within a specied timeframe.
1. First payment to Capstone of US$5 million will be due at the earlier of when production at Minto has reached a steady state 60% of
mill capacity and 31 January 2021 (the ‘Restart Date’).
2. Second payment to Capstone of US$5 million will be due once production at Minto has reached 60% of mill capacity and the copper
price has averaged over US$3.00/lb (US$6,615/t) for two consecutive quarters, within three years of the Restart Date.
3. Final payment to Capstone of US$10 million will be due upon the copper price achieving an average of US$3.50/lb (US$7,717/t) for
two consecutive quarters, within three years of the Restart Date.
Because the payments were dependent on the above conditions being met, they were not certain in amount or timing and the Company
calculated a fair value as at 31 December 2020 for the total consideration due for the Minto Acquisition as US$18.6 million. During 2021,
all conditions were satised and the payable to Capstone was recognised in full. Of the US$20 million, US$15 million was paid in 2021 and
payment of the remaining US$5 million was deferred by agreement with Capstone until 15 January 2023.
2021
$’000
2020
$’000
Current - 18,571
Non-current 5,000 -
5,000 18,571
26. EVENTS SUBSEQUENT TO THE REPORTING DATE
On 28 January 2022, the Company issued 3,200,000 new ordinary shares at a price of 5p each, raising proceeds of £160,000.
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Consolidated Financial Statements
Directors Gati Al-Jebouri
Francis Ralph McAllister
Guy Le Bel
(Chairman and Chief Executive Ocer)
(Non-Executive Director)
(Non-Executive Director)
Secretary David James
Registered oce 200 Strand
London WC2R 1DJ
Registered number 07352056 (England and Wales)
Auditor PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London E14 4HD
Bankers Bank of Scotland
St James’s Gate
14-16 Cockspur Street
London SW1Y 5BL
Solicitors Armstrong Teasdale (UK) Limited
200 Strand
London WC2R 1DJ
Brokers Tavira Securities
88 Wood Street
London
EC2V 7DA
Registrars Link Group
10th Floor Central Square
29 Wellington Street
Leeds LS1 4DL
Website www.pembridgeresources.com
TDIM PERE
Company Information
50
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Pembridge Resources plc
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Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD
CONSULT YOUR STOCKBROKER, BANK, SOLICITOR, ACCOUNTANT, FUND
MANAGER OR OTHER APPROPRIATE INDEPENDENT FINANCIAL ADVISER.
If you have sold or otherwise transferred all of your shares in Pembridge Resources
plc (the “Company”), you should send this document together with the accompanying
documents as soon as possible to the purchaser or transferee or to the stockbroker,
bank or other agent through whom the sale or transfer was eected, for delivery
to the purchaser or transferee
Pembridge Resources plc Annual General Meeting
22 June 2022
Notice of Annual General Meeting
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Pembridge Resources plc
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Notice of Annual General Meeting
Notice is given that the Annual General Meeting (“AGM”) of the
Company will be held at the oces of Armstrong Teasdale LLP,
38-43 Lincoln’s Inn Fields, WC2A 3PE, on 22 June 2022 at 4:00 p.m.
to consider, and if thought t, to pass the resolutions below.
Resolutions 1 to 8 (inclusive) will be proposed as ordinary
resolutions and resolution 9 will be proposed as a special
resolution, and the authorities sought in resolutions 8 and 9
(inclusive) are designed to capture the authorities which the
Company would request in the ordinary course.
Ordinary resolutions
1. To receive the Company’s audited nancial statements for
the nancial year ended 31 December 2021, together with
the Directors’ reports and the auditor’s reports set out in
the annual report for the year ended 31 December 2021
(the “2021 Annual Report”).
2. To approve the Directors’ remuneration report for the year
ended 31 December 2021, as set out on pages 16 to 18 of
the 2021 Annual Report.
3. To re-elect Gati Al-Jebouri as a director of the Company.
4. To re-elect Guy Le Bel as a director of the Company.
5. To re-elect Frank McAllister as a director of the Company.
6. To re-appoint PKF Littlejohn LLP as auditor of the Company
to hold oce from the conclusion of this meeting until
the conclusion of the next AGM of the Company at which
accounts are laid.
7. To authorise the Directors to set the fees paid to the
auditor of the Company.
8. THAT the Directors be and they are hereby generally and
unconditionally authorised pursuant to section 551 of the
Companies Act 2006 (“the Act”) to exercise all powers of the
Company to allot shares and to grant rights to subscribe
for or to convert any securities into ordinary shares
(together “Rights”) in the capital of the Company up to
an aggregate nominal amount of £520,000, provided that
this authority shall, unless renewed, varied or revoked by
the Company in general meeting, expire at the conclusion
of the Company’s next Annual General Meeting after this
resolution is passed or, if earlier, at the close of business
on the date falling 15 months after the passing of this
resolution, but, in each case, so that the Company may
make oers or agreements before the authority expires
which would or might require shares to be allotted or
Rights to be granted after the authority expires, and so that
the Directors may allot shares or grant Rights in pursuance
of any such oer or agreement notwithstanding that the
authority conferred by this resolution has expired.
Special resolution
9. THAT (subject to passing of resolution 8 set out in the
notice of this meeting) the Directors be empowered to
allot equity securities (as dened in section 560 of the
Act) of the Company for cash, pursuant to the authority
of the directors under Section 551 of the Act conferred
by resolution 8 above (in accordance with Section 570(1)
of the Act), and/or by way of a sale of treasury shares
for cash (in accordance with Section 573 of the Act), in
each case, as if section 561 of the Act did not apply to
any such allotment or sale, provided that this power shall
be limited to allotments of equity securities or the sale
of treasury shares up to an aggregate nominal amount
of £520,000; unless renewed, varied or revoked by the
Company in general meeting, such power shall expire at
the commencement of the next Annual General Meeting
of the Company following the passing of this resolution,
but so that the Company may before such expiry make an
oer or agreement which would or might require ordinary
shares to be allotted or treasury shares to be sold after
such expiry, and the Directors may allot equity securities
or sell treasury shares in pursuance of any such oer or
agreement as if the power conferred by this resolution had
not expired.
Recommendation
Your board of Directors (the “Board”) believe that each of the
resolutions to be proposed at the AGM is in the best interests of
the Company and its shareholders as a whole. Accordingly, the
Directors unanimously recommend that shareholders vote in
favour of all of the resolutions proposed, as the Directors intend
to do in respect of their own benecial holdings.
Attendance at and appointing a Proxy at the AGM
Assuming that the government does not introduce new
guidelines between the date of this notice and the AGM
regarding Covid-19 that would restrict gatherings, members will
be able to attend the AGM in person. If you wish to attend, we
request that you inform the Company Secretary beforehand.
The quorum for the AGM is any two shareholders or their
proxies / corporate representatives. We are therefore making
arrangements for the quorum to be satised by the attendance
of two directors/employee shareholders. Proceedings will be as
brief as possible and we will not be oering refreshments.
Shareholders are strongly encouraged to vote online at
www.signalshares.com in accordance with the instructions
available on this website. Shareholders are encouraged to return
this as early as possible in advance of the AGM in accordance
with the procedures set out on the website in order to vote
remotely at the AGM and in any event no later than 4.00 p.m. on
20 June 2022.
Following the AGM, the results of the voting will be posted on the
Company’s website and notied to the London Stock Exchange.
BY ORDER OF THE BOARD
David James
Company Secretary
28 April 2022
Pembridge Resources plc
Registered Oce: 200 Strand London WC2R 1DJ
Registered in England No. 07352056
Notice of Annual General Meeting
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Pembridge Resources plc
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Notice of Annual General Meeting
Resolutions 1 to 8 (inclusive) will be proposed as ordinary
resolutions, which means that for each of those resolutions to
be passed, more than half the votes cast must be cast in favour
of the resolution. Resolution 9 will be proposed as a special
resolution, which means that for such resolution to be passed,
at least three-quarters of the votes cast must be cast in favour of
the resolution.
Resolution 1 – Receipt of 2021 Annual Report
The Directors are required to lay the Company’s audited nancial
statements and the Directors’ and auditor’s reports before
shareholders each year at a general meeting of the Company.
The audited nancial statements and the Directors’ and auditor’s
reports for the year ended 31 December 2021 are included in
the 2021 Annual Report.
Resolution 2 – Approval of Directors’ remuneration report
The Directors’ remuneration report, set out in the 2021 Annual
Report, summarises, for the year ended 31 December 2021,
the major decisions taken on Directors’ remuneration, any
substantial changes relating to Directors’ remuneration made
during the year, and the context in which those changes
occurred and decisions have been taken. It provides details of
the remuneration paid to Directors in respect of the year ended
31 December 2021, including base salary, taxable benets,
short-term incentives (including percentage deferred), long-term
incentives vested in the year, pension-related benets, any other
items in the nature of remuneration and any sum(s) recovered
or withheld during the year in respect of amounts paid in earlier
years. The Directors’ Remuneration Report is subject to an annual
advisory shareholder vote by way of an ordinary resolution;
resolution 2 is to approve the Directors’ Remuneration Report.
Resolutions 3 to 5 – Individual re-election of Directors
In accordance with the UK Corporate Governance Code (the
“Code”) and the Articles, every Director will stand for re-election
at the AGM. Biographical details of each Director are set out
below. Over half of the Directors standing for re-election/election
are Non-executive Directors who are considered independent
under the Code.
Gati Al-Jebouri - Chairman
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 rm KPMG in London and Bulgaria until
being recruited to LUKOIL, where he soon became Director of
investment and Finance in the London oce. In 2003 he became
Chief Financial Ocer of LITASCO (LUKOIL International Trading
and Supply Company), where he rose to Chief Executive Ocer
two years later. In 2010 he became Executive Director for Finance
and Marketing of LUKOIL Mid East Ltd and in 2016 was promoted
to Vice President LUKOIL and Head of Middle East Upstream.
He has been a Non-Executive Director since 2017 and became
Chairman and Chief Executive Ocer on 19 September 2019.
Frank McAllister – Non-Executive Director
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 LLC for 33
years during which he became Chief Financial Ocer in 1982
and then Executive Vice President of Copper Operations in 1993.
Eventually became ASARCO’s President and Chief Operating
Ocer before becoming Chairman and Chief Executive Ocer
in 1999. In 1996 he became an Independent Director of Clis
Natural Resources Inc and its Lead Director from 2004 to 2013.
From 2001 to 2013, Mr McAllister was chairman and chief
executive ocer of Stillwater Mining Company. Mr McAllister also
served as president of the National Mining Association between
2012 and 2013. Mr McAllister 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.
Guy Le Bel - Non-Executive Director
Guy brings more than 35 years of international experience
in strategic and nancial mine planning to the Pembridge
team. During 2021, Guy was CEO of Aquila Resources Ltd. He
successfully turned around the company during 2021 and Aquila
was acquired by Gold Resources Corp. at the end of the year.
He was previously CEO and CFO of Golden Queen Mining Ltd,
and, earlier, was 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 nancial 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.
Explanatory notes to the proposed resolutions
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Notice of Annual General Meeting
Resolution 6 – Re-appointment of auditor
The Company is required to appoint an auditor at each general
meeting at which accounts are laid before shareholders, to hold
oce until the next such meeting. The Audit Committee has
reviewed the eectiveness, performance, independence and
objectivity of the existing external auditor, PKF Littlejohn LLP, on
behalf of the Board, and concluded that the external auditor was
in all respects eective.
Resolution 7 – Authority to agree auditor’s remuneration
This resolution authorises the Directors, in accordance with
standard practice, to negotiate and agree the fees to be paid to
the auditor. In practice, the Audit Committee will consider and
approve the remuneration of the auditor on behalf of the Board.
Resolution 8 – Authority to allot shares
This resolution seeks shareholder approval to grant the Directors
the authority to allot shares in the Company, or to grant rights
to subscribe for or convert any securities into shares in the
Company (“Rights”) pursuant to section 551 of the Act (the
“Section 551 authority”).
The authority contained in the resolution will be limited to an
aggregate nominal amount of £520,000 and would give the
Directors authority to allot shares in the Company or grant
Rights in connection with a rights issue up to aggregate nominal
amount of £520,000, representing approximately 55 per cent
of the issued share capital (excluding shares held in treasury)
as at 28 April 2022, being the last practicable date prior to the
publication of this notice. This number of shares represents
20% of the present share capital, which may be issued without
need for issuing a prospectus, and the number of shares that
would additionally have to be issued in the event that the
holders of the Company’s US$3 million of convertible loan notes
elect to convert those loan notes into shares, in the event of
which a prospectus is to be prepared.
The Company does not hold any shares in treasury.
If approved, the Section 551 authority shall, unless renewed,
revoked or varied by the Company, expire at the end of the
Company’s next AGM after the resolution is passed or, if earlier,
at the close of business 15 months after the passing of this
resolution. The exception to this is that the Directors may
allot shares or grant Rights after the authority has expired in
connection with an oer or agreement made or entered into
before the authority expired. The Directors have no present
intention to exercise the Section 551 authority.
Resolution 9 – Partial disapplication of pre-emption rights
This resolution seeks shareholder approval to grant the Directors
the power to allot equity securities of the Company pursuant to
section 570 and 573 of the Act (the “Section 570 and 573 power”)
without rst oering them to existing shareholders in proportion
to their existing shareholdings.
The power in resolution 9 will be limited to allotments for cash
up to a maximum nominal value of £520,000, representing
approximately 55 per cent of the issued share capital (excluding
shares held in treasury) as at 28 April 2022, being the last
practicable date prior to the publication of this notice.
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Notice of Annual General Meeting
Explanatory notes as to the proxy, voting and attendance
procedures at the Annual General Meeting
The following notes explain your general rights as a shareholder
and your right to attend and vote at this AGM or to appoint
someone else to vote on your behalf. Members are entitled to
appoint a proxy/proxies to exercise all or any of the rights to vote
on their behalf at the meeting.
A form of proxy for the AGM does not accompany this
Document. Instead, if you would like to vote on the
Resolutions you can:
(a) submit a proxy vote online at www.signalshares.com.
You will need to log into your online account, or register
if you have not previously done so. To register you will
need your Investor Code, which is detailed on your share
certicate and is available from our registrars, Link Group.
Once logged on, you can click on the ‘Vote Online Now’
button to vote;
(b) in the case of CREST members only, complete a CREST
Proxy Instruction as set out in the Notes to the Notice of
Annual General Meeting; or
(c) submit a hard copy form of proxy (appointing the
Chairman of the AGM as your proxy). You may request this
directly from our registrars, Link Group, by calling 0371
664 0300. Alternatively, you can request a hard copy proxy
card by emailing shareholderenquiries@linkgroup.co.uk.
Hard copy proxy forms must be returned to the Company’s
registrars at Link Group, 10th Floor, Central Square,
29 Wellington Street, Leeds LS1 4DL.
1. To be entitled to attend and vote at the AGM (and for the
purpose of the determination by the Company of the votes
they may cast), shareholders must be registered in the
Register of Members of the Company at close of business
on 20 June 2022 (or, in the event of any adjournment, close
of business on the date which is 48 hours before the time
of the adjourned meeting). Changes to the Register of
Members after the relevant deadline shall be disregarded
in determining the rights of any person to attend and vote
at the meeting.
A member of the Company entitled to attend and vote at
the meeting convened by the notice set out above is entitled
to appoint one or more proxies to exercise all or any of its
rights to attend and to speak and vote in that member’s
behalf at the meeting. A proxy need not be a member of
the Company. More than one proxy may be appointed to
exercise the rights attaching to dierent shares held by the
member, but a member may not appoint more than one
proxy to exercise rights attached to any one share. A form
of proxy which may be used to make such appointment
and give proxy instructions can be requested from Link
Group on 0371 664 0300. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable
international rate. Link Group is open between 09:00 -
17:30, Monday to Friday excluding public holidays in England
and Wales, and calls may be recorded and randomly
monitored for security and training purposes.
2. In the case of joint holders, where more than one of
the joint holders purport to appoint a proxy, only the
appointment submitted by the most senior holder will be
accepted. Seniority is determined by the order in which
the names of the joint holders appear in the Company’s
register of members in respect of the joint holding (the
rst name being the most senior).
3. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for
or against the resolution. If no voting indication is given,
your proxy will vote to abstain from voting at his/her
discretion. Your proxy will vote (or abstain from voting)
as he/she thinks t in relation to any other matter which
is put to the AGM.
4. To be valid, any instruction appointing a proxy must be
received at the Company’s Registrar by no later than
4.00 p.m. on 20 June 2022. If you return more than
one proxy appointment, either by paper or electronic
communication, that received last by the Registrar before
the latest time for the receipt of proxies will
take precedence.
5. The submission of a form of proxy, other such instrument
or any CREST Proxy Instruction (as described in note 8
below) will not preclude a member from attending and
voting at the meeting in person.
6. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so for this meeting and any adjournment(s)
thereof by using the procedures described in the CREST
Manual (available via www.euroclear.com). CREST
personal members or other CREST sponsored members,
and those CREST members who have appointed a voting
service provider(s), should refer to their CREST sponsor
or voting service provider(s), who will be able to take the
appropriate action on their behalf.
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Notice of Annual General Meeting
7. In order for a proxy appointment made by means of
CREST to be valid, the appropriate CREST message (a
“CREST Proxy Instruction”) must be properly authenticated
in accordance with the specications of Euroclear UK &
International Limited, and must contain the information
required for such instruction, as described in the CREST
Manual. The message, regardless of whether it constitutes
the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy must, to
be valid, be transmitted so as to be received by Link Group
(participating ID RA10 by the latest time for receipt of proxy
appointments specied in this notice of meeting. For this
purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by
the CREST Application Host) from which the issuer’s agent
is able to retrieve the message by enquiry to CREST in the
manner prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
8. CREST members and, where applicable, their CREST
sponsors, or voting service provider should note that
Euroclear UK & Ireland Limited does not make available
special procedures in CREST for any particular message.
Normal system timings and limitations will, therefore,
apply in relation to the input of CREST Proxy Instructions.
It is the responsibility of the CREST member concerned
to take (or, if the CREST member is a CREST personal
member, or sponsored member, or has appointed a
voting service provider, to procure that his CREST sponsor
or voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their
CREST sponsors or voting system provider are referred,
in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings. The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)
(a) of the Uncerticated Securities Regulations 2001.
9. Any corporation which is a member can appoint one or
more corporate representatives who may exercise on its
behalf all of its powers as a member provided that no more
than one corporate representative exercises powers in
relation to the same shares. A resolution of the directors,
or other governing body, of the corporation will be required
in order to evidence the valid appointment of the corporate
representative, in accordance with section 323 of the Act.
10. Members may not use any electronic address (within
the meaning of section 333(4) of the Act) provided either
in this notice of meeting or any related documents to
communicate with the Company for any purposes other
than those expressly stated.
11. Your personal data includes all data provided by you, or
on your behalf, which relates to you as a shareholder,
including your name and contact details, the votes you
cast and your reference number (as attributed to you by
the Company or its registrars). The Company determines
the purposes for which, and the manner in which, your
personal data is to be processed. The Company and any
third party to which it discloses the data (including the
Company’s registrars) may process your personal data for
the purposes of compiling and updating the Company’s
records, fullling its legal obligations and processing the
shareholder rights you exercise.
12. As at 28 April 2022 (being the last practicable date prior to
any publication of this notice) the Company’s issued share
capital consists of 95,365,516 Ordinary Shares carrying one
vote each.
A copy of this Notice, and other information required by Section
311A of the Act, can be found on the Company’s website at
www.pembridgeresources.com.
Shareholder enquiries
If you have any questions, please call the Company’s Registrars,
Link Group, on 0371 664 0300. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. We
are open between 09:00 - 17:30, Monday to Friday excluding
public holidays in England and Wales. Alternatively, you may send
an email to enquiries@linkgroup.co.uk
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