Non-fulfilment of conditions under notice of exercise of call option

12 Mar 2025 09:46 CET

On 3 March 2024, Pembroke Olive Downs Pty Ltd (the "Company") published a notice
informing its stakeholders that it had issued a conditional call option notice
in respect of its 10% senior secured USD 95,000,000 bonds 2021/2028 with ISIN
NO0011173536 (the "Bonds").

The exercise of the call option, with settlement date 17 March 2025 (the "Call
Option Redemption Date"), was conditional upon the conditions precedent for the
disbursement of funds from the escrow account under the new "Pembroke Olive
Downs Pty Ltd USD 550,000,000 Senior Secured Callable Bond Issue 2025/2030" with
ISIN NO0013464792 being satisfied (or waived) at least 3 business days prior to
the Call Option Repayment Date.
The Company has today notified the bond trustee representing the bondholders of
the Bonds that the said conditions remain to be satisfied and will not be
satisfied in time. Thus, the call option notice is to be considered null and
void.

The reason for the non-fulfilment of the conditions is a delay in the delivery
by the Company of evidence of a renewal of the management agreement between the
Company and Pembroke Resources Pty Ltd or a binding employment agreement with
the current chairman and CEO of Pembroke Resources Nominees Pty Limited. The
Company expects that it will be able to satisfy the outstanding conditions
precedent in the upcoming weeks. Thus, the Company intends, shortly hereafter,
to issue a new call option redemption notice in respect of the Bonds.


Contact:
Yoko Kosugi
Chief Financial Officer
T: +61 2 9231 1400
E: yoko.kosugi@pembrokeresources.com.au

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