TIDMPOW
RNS Number : 1524L
Power Metal Resources PLC
11 May 2022
11 May 2022
Power Metal Resources PLC
("Power Metal" or the "Company")
First Development Resources Australia - Corporate Update
Power Metal Resources plc (LON:POW), the London listed
exploration company seeking large-scale metal discoveries across
its global project portfolio, announces a corporate update for its
83.33% owned subsidiary First Development Resources Limited ("FDR
UK").
ACQUISITION OF PARDOO RESOURCES PTY LIMITED
Background
Power Metal has signed an Agreement ("Agreement") for the 100%
acquisition of Pardoo Resources Pty Limited ("Pardoo") by FDR
UK.
Pardoo is an Australian resource exploration project holding
company which currently holds projects in trust for First
Development Resources Pty Limited ("FDR Australia"), a wholly owned
Australian subsidiary of FDR UK.
The projects held in trust are in the Paterson Province of
Western Australia (the Paterson "Interests" or "Projects") and
include:
- Wallal West 1 Project (E45/5853) a granted exploration licence which covers 96km(2) ;
- Wallal West 2 Project (E45/5880) a granted exploration licence covering 86km(2) and;
- Braeside West Project (E45/5854) a granted exploration licence covering 137km(2) .
FDR UK acquired a 100% interest in FDR Australia on 29 October
2021 and the announcement in respect of the acquisition may be
viewed through the following link:
https://www.londonstockexchange.com/news-article/POW/power-metal-acquires-100-of-fdr-australia/15193248
The acquisition of Pardoo expedites the corporate restructuring
of FDR UK, its subsidiaries & interests and allows FDR UK to
avoid a costly and time-consuming inter-company transfer of
strategically important exploration licences which are now within
the FDR UK group holding company structure.
Pardoo Acquisition Terms
For the acquisition of the entire share capital of Pardoo by FDR
UK, the consideration payable to the shareholders of Pardoo (the
"Vendors") is as follows:
- FDR UK will pay consideration of AU$7,000 (GBP3,839) in cash
- The Vendors will receive 300,000 new FDR UK Ordinary Shares at
an issue price of 6.67 pence per share (a value of GBP20,010 and
post share issue this represents 0.66% of FDR UK issued share
capital).
The AU$7,000 cash payment is to cover costs associated with
financial accounting to prepare Pardoo for this transaction and on
completion of the acquisition Pardoo will carry no outstanding
liabilities.
The Vendors and their professional licencing and geological
teams will continue to provide ongoing assistance and work with FDR
UK post completion of the acquisition.
Following completion of this transaction, Power Metal will hold
82.78% of FDR UK.
In the nine months ended 30 April 2022 Pardoo had a net loss of
AU$96 and at 30 April 2022 Pardoo had net assets of AU$4.
EXERCISE OF RIPON HILLS OPTION
Background
The original acquisition of FDR Australia was announced on 29
October 2021 and this announcement may be viewed through the link
below:
https://www.londonstockexchange.com/news-article/POW/power-metal-acquires-100-of-fdr-australia/15193248
Option Exercise Terms
Within the above announcement were the terms for an option (the
"Option") to acquire the Ripon Hills Project ("Ripon Hills") and an
extract covering this is provided below:
"Ripon Hills E45/5088 Option
FDR UK may, at any time within 12 months of the date of signing
of this Agreement, acquire E45/5088 (Ripon Hills) with
consideration comprising a payment of A$20,000 (to be paid as
398,036 Power Metal Ordinary Shares at an issue price of 2.75p and
398,036 Power Metal warrants at an exercise price of 4.5p and on
the same basis as the Initial Consideration Warrants above) to
Great Sandy Pty Limited ("Great Sandy"), current holder of the
licence. Upon written notice of exercise and payment, Great Sandy
will transfer E45/5088 to RH Resources Pty Ltd (which will become a
wholly owned subsidiary of FDR Australia)."
Power Metal and FDR UK have now exercised the above Option and
are working with Great Sandy to complete relevant transfer
documentation. As a result Power Metal will issue Great Sandy
398,036 new ordinary shares of 0.1p each at a price of 2.75p
("Ripon Hills Option Shares") and 398,036 Power Metal Warrants at
an exercise price of 4.5p.
The latest exploration update in respect of Ripon Hills may be
reviewed in the Company's announcement of 21 February 2022,
including details of a desktop review currently underway:
https://www.londonstockexchange.com/news-article/POW/replacement-paterson-project-exploration-update/15337136
Paul Johnson Chief Executive Officer of Power Metal Resources
plc commented:
"It's great to be able to expedite the restructuring of the FDR
UK interests and saves us some time and cost. This means we can
move forward more expeditiously with this exciting venture. We
continue the administrative processes for the planned listing of
FDR UK on the UK capital markets."
Tristan Pottas Chief Executive Officer of First Development
Resources Ltd commented:
"Progress at First Development Resources continues, including
exploration work programmes and corporate activities in respect of
the planned London listing of FDR UK. We intend to push on at
pace.
From a corporate perspective, the acquisition of Pardoo
announced today enables us to further accelerate our business plans
which is important. Also, our work to date has demonstrated the
potential opportunity offered by Ripon Hills and we are delighted
that the Option has been exercised."
ADMISSION AND TOTAL VOTING RIGHTS
Application will be made for the 398,036 Ripon Hills Option
Shares to be admitted to trading on AIM which is expected to occur
on or around 18 May 2022 ("Admission"). The Ripon Hills Option
Shares will rank pari passu in all respects with the ordinary
shares of the Company currently traded on AIM.
Following Admission, the Company's issued share capital will
comprise 1,469,667,740 ordinary shares of 0.1p each. This number
will represent the total voting rights in the Company and may be
used by shareholders as the denominator for the calculation by
which they can determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the Financial Conduct Authority's Disclosure and Transparency
Rules.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
For further information please visit
https://www.powermetalresources.com/ or contact:
Power Metal Resources plc
Paul Johnson (Chief Executive Officer) +44 (0) 7766 465 617
SP Angel Corporate Finance (Nomad and Joint Broker)
Ewan Leggat/Charlie Bouverat +44 (0) 20 3470 0470
SI Capital Limited (Joint Broker)
Nick Emerson +44 (0) 1483 413 500
First Equity Limited (Joint Broker)
David Cockbill/Jason Robertson +44 (0) 20 7330 1883
NOTES TO EDITORS
Power Metal Resources plc - Background
Power Metal Resources plc (LON:POW) is an AIM listed metals
exploration company which finances and manages global resource
projects and is seeking large scale metal discoveries.
The Company has a principal focus on opportunities offering
district scale potential across a global portfolio including
precious, base and strategic metal exploration in North America,
Africa and Australia.
Project interests range from early-stage greenfield exploration
to later-stage prospects currently subject to drill programmes.
Power Metal will develop projects internally or through
strategic joint ventures until a project becomes ready for disposal
through outright sale or separate listing on a recognised stock
exchange thereby crystallising the value generated from our
internal exploration and development work.
Value generated through disposals will be deployed internally to
drive the Company's growth or may be returned to shareholders
through share buy backs, dividends or in-specie distributions of
assets.
Power Metal Exploration Programmes Underway/Results Awaited
Power Metal has exploration programmes completed or underway,
with results awaited, as outlined below:
Project Location POW Work Completed Results Awaited
% or Underway
Alamo Gold USA Earn-in Excavation of Field and assay results
Project to multiple test from on-site work programme.
75% pits and mapping
& sampling.
---------- -------- ----------------------- ----------------------------------
Athabasca Canada 100% Data compilation Interpretation results
Uranium across uranium from all Properties complete.
properties Next steps upcoming.
---------- -------- ----------------------- ----------------------------------
Authier Canada Earn-in Soil & rock sampling Technical Review of exploration
North Lithium to completed results & define next
100% exploration steps.
---------- -------- ----------------------- ----------------------------------
Ditau Project Botswana 50% Drill programme Field updates and receipt
focused on key & review of laboratory
targets notably assay results.
drilling of potential
carbonatites and
targeting rare-earth
elements.
---------- -------- ----------------------- ----------------------------------
Kalahari Botswana 50% Exploration programme Field programme findings
Copper Belt underway across and defined drill targets
the South Ghanzi for near term drilling.
Project and further
exploration at
the more recently
acquired South
Ghanzi Extension
and Mamuno licence
areas
---------- -------- ----------------------- ----------------------------------
Molopo Farms Botswana 53% Review of recent Determine next exploration
exploration findings. steps and action plan.
---------- -------- ----------------------- ----------------------------------
Haneti Project Tanzania 35% Diamond drill Receipt & review of laboratory
programme completed assay results.
---------- -------- ----------------------- ----------------------------------
Victoria Australia 49.9% Diamond drill Field updates and receipt
Goldfields programme underway & review of laboratory
assay results.
---------- -------- ----------------------- ----------------------------------
Paterson Australia 83.33% Wallal passive Findings from multiple
Projects seismic and 2D work programmes including
seismic processing final approvals and preparations
work programme for planned deep diamond
completed. drilling.
Review of historical
data and target
generation for
Ripon Hills &
Braeside West
projects.
---------- -------- ----------------------- ----------------------------------
Selta Project Australia 83.33% Field reconnaissance Finalising data review
work complete, from field programmes.
which included
mapping and sampling.
---------- -------- ----------------------- ----------------------------------
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END
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