Pembridge Resources plc (“Pembridge” or the “Company”)

Proposed Placing of 81,095,625 New Ordinary Shares to raise £1,297,530 at a price of 1.6p per share

Proposed Subscription for up to 75,154,375 New Ordinary Shares to raise £1,202,470 at a price of 1.6p per share all such New Ordinary Shares to be issued with warrants attached on a one for one basis

Admission of up to 238,093,195 Ordinary Shares to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange’s main market for listed securities

and

Notice of General  Meeting

Pembridge is pleased to announce a conditional placing and subscription of up to 156,250,000 New Ordinary Shares (the “Fundraise Shares”) at 1.6 pence per new Ordinary Share (the “Issue Price”) (the “Fundraise”) to raise up to £2.5 million before expenses.

In conjunction with the Fundraise, the Board is proposing, subject to shareholder approval, to cancel the listing of the Company’s Existing Ordinary Shares on AIM and to apply for admission of the  238,093,195 Ordinary Shares to the standard segment of the Official List and to trading on the Main Market for listed securities of the London Stock Exchange. It is also proposing to re-organise the Company’s share capital (the “Proposals”). This is in furtherance of the announcement made on 15 June 2017, when the Company’s shares were suspended from trading on AIM.

Pursuant to Rule 41 of the AIM Rules for Companies, the Company hereby gives formal notice of the intended cancellation of trading of its ordinary shares on the AIM, subject to shareholder approval.

The Directors of Pembridge are appraising a number of acquisition opportunities to grow the Company and create significant value for shareholders. To achieve our stated aims, the Company felt it appropriate  that admission to trading on the Main Market will increase its profile and attractiveness to a broader range of investors as we implement our investment policy in advance of a significant acquisition.

It is currently expected that the Company’s Ordinary Shares will be cancelled on AIM at 7am on 21 August 2017 and admitted to the Official List and commence trading on the Main Market at 8am that same day, subject to the receipt of the necessary approvals from the UKLA, the LSE and shareholders.  If there is any change to the timetable outlined above, the Company will make a further announcement. 

Following Admission, Shareholders will be able to trade the Company’s ordinary shares on the Standard Segment of the Main Market of the London Stock Exchange.

In connection with the Fundraise and the Proposals, the Company will require Shareholder approval and it will today post a circular (comprising a prospectus in connection with Admission) to Shareholders, convening a General Meeting to be held at 11am on Friday 18 August 2017 at the offices of Cooley (UK) LLP, 69 Old Broad Street, London, EC2M 1QS  to consider the Resolutions to effect the ProposalsThe circular which will be made available on the Company’s website later today.

For further information please contact:

Pembridge Resources PLC

David Linsley, Chief Executive Officer