THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS AMENDED BY REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
23 June 2022
Pembridge Resources plc
Annual General Meeting
London, United Kingdom - Pembridge Resources plc (LSE: PERE) ("Pembridge" or the "Company") is pleased to announce that the Annual General Meeting ("AGM") was held on 22nd June 2022 at the offices of Armstrong Teasdale at 38-43 Lincoln's Inn Fields, London WC2A 3PE and the outcome of the consideration of the resolutions put to the shareholders.
At the meeting, all resolutions proposed for the meeting were passed. Details of the voting are shown below.
Resolution 1 - To receive the Company's audited financial statements for the financial 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").
The results were: In favour 21,533,239 shares, Against 4, Abstained 70,468. The resolution was passed.
Resolution 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
The results were: In favour 21,439,514 shares, Against 57, Abstained 164,140. The resolution was passed.
Resolution 3 - To re-elect Gati Al-Jebouri as a director of the Company
The results were: In favour 21,533,184 shares, Against 57, Abstained 70,470. The resolution was passed.
Resolution 4 - To re-elect Guy Le Bel as a director of the Company
The results were: In favour 21,532,984 shares, Against 257, Abstained 70,470. The resolution was passed.
Resolution 5 - To re-elect Frank McAllister as a director of the Company
The results were: In favour 21,532,984 shares, Against 257, Abstained 70,470. The resolution was passed.
Resolution 6 - To re-appoint PKF Littlejohn LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next AGM of the Company at which accounts are laid
The results were: In favour 21,533,027 shares, Against 206, Abstained 70,478. The resolution was passed.
Resolution 7 - To authorise the Directors to set the fees paid to the auditor of the Company
The results were: In favour 21,533,229 shares, Against 4, Abstained 70,478. The resolution was passed.
Resolution 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 offers 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 offer or agreement notwithstanding that the authority conferred by this resolution has expired.
The results were: In favour 21,513,567 shares, Against 19,676, Abstained 70,468. The resolution was passed.
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 defined 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 offer 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 offer or agreement as if the power conferred by this resolution had not expired.
The results were: In favour 21,513,567 shares, Against 19,676, Abstained 70,468. The resolution was passed.
The votes cast for each resolution represented 22% of the Company's outstanding shares.
Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board of Pembridge said:
"My fellow directors and I thank our shareholders for their support. We saw great progress at Minto in 2021 and are now in a position to move forward with adding value to Pembridge, based on the strategy which we announced earlier this year."
Cautionary Statement
This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company, or management, expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the Company's intentions regarding its objectives, goals or future plans and statements. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the Company's ability to predict or counteract the potential impact of COVID-19 coronavirus on factors relevant to the Company's business, failure to identify additional mineral resources, failure to convert estimated mineral resources to reserves with more advanced studies, the inability to eventually complete a feasibility study which could support a production decision, the preliminary nature of metallurgical test results may not be representative of the deposit as a whole, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
ENDS
NOTES TO EDITORS
About Pembridge Resources plc
Pembridge is a mining company that is listed on the standard segment of the Official List of the FCA and trading on the main market for listed securities of London Stock Exchange plc. Pembridge has an investment in Minto Metals Corp, a British Columbia incorporated business listed on the TSX Venture Exchange under the symbol "MNTO" that operates the Minto mine in Yukon, Canada.
Enquiries:
Pembridge Resources plc: +44 (0)7905 125740
Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board
David James, Chief Financial Officer
Tavira Securities - United Kingdom: +44 (0)20 7100 5100
Jonathan Evans
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