Pembridge Resources has signed a Share Purchase Agreement dated February 14, 2018 (the SPA) with Capstone Mining Corp to acquire 100% of Minto Explorations Ltd. The consideration for the Proposed Acquisition is comprised of $37.5 million in cash plus new ordinary shares of nominal value 1 pence each in the capital of Pembridge, such that, subsequent to the completion of the Proposed Acquisition and concurrent Financing, Capstone will own 9.9% of the issued Ordinary Share capital of Pembridge as enlarged by the Proposed Acquisition. David Linsley, Chief Executive Officer of Pembridge: “The acquisition of Minto represents a transformational opportunity for Pembridge and its shareholders. Minto fits perfectly with the company’s stated goal to acquire a producing and profitable mining operation to which our team can add further value. This acquisition will represent a core asset to Pembridge and will be used as a platform for future growth.