TIDMPOW
RNS Number : 8575J
Power Metal Resources PLC
15 December 2022
15 December 2022
Power Metal Resources PLC
("Power Metal" or the "Company")
Merger Agreement - Wilan Project, South Australia
Power Metal Resources PLC (LON:POW), the London listed
exploration company seeking large-scale metal discoveries across
its global project portfolio announces a merger of its Wilan
Project ("Wilan" or the "Project"), located in South Australia,
with a number of other Australian exploration interests (the
"Merger"). The Merger will create a new Australian exploration
company and provide Power Metal with exposure to the world class
Mount Isa copper belt located within Queensland, Australia
Paul Johnson, Chief Executive Officer of Power Metal Resources
PLC commented:
"Power Metal recognises the forward dynamic of copper as a
commodity and the Merger will provide the Company with an immediate
equity exposure to a strategic portfolio of exploration interests
in the Mount Isa copper belt of Queensland, Australia.
The Queensland Projects are targeting major copper discoveries
within a world class copper belt and are situated close to ground
held by a number of substantial mining companies."
HIGHLIGHTS
-- The Wilan Project is comprised of two exploration licences
("ELs") which cover a total area of 1,994km(2) , held within Power
Metal Resources Australia Pty Ltd ("POW Australia"), which is a
wholly-owned subsidiary of Power Metal Resources PLC.
-- A heads-of-terms agreement (the "Agreement") has been signed
to combine POW Australia (100% owner of the Wilan Project) with two
companies holding a 100% interest in a portfolio of two granted
exploration licences and four licence applications covering
1,507km(2) in the Mount Isa copper belt of Queensland, Australia
(the "Queensland Projects").
-- The Queensland Projects are held by two private Australian
companies, RAB Resources Pty Ltd ("RAB Resources" or "RAB") and New
Horizon Metals Pty Ltd ("New Horizon" or "NHM").
-- A new company ("NewCo") will acquire outright the shares in
POW Australia, RAB Resources and New Horizon (the "Merger
Parties"). Following the Merger Power Metal Resources plc will hold
a 20% interest in NewCo.
-- POW Australia will be renamed Wilan Resources Pty Ltd shortly
after completion of the Merger, enabling Power to retain the POW
Australia name.
-- Following the Merger, NewCo will then commence the process
for a planned listing targeting Q2 2023 or the acquisition of NewCo
and its interests from an existing listed vehicle, subject to
agreement of all the Merger parties.
-- Further information to follow with regard to the Merger
progress & structuring, planned listing and project level
developments across the combined project portfolio.
PROJECT MAPS
Project maps covering the Queensland Projects and Wilan Project
licence footprints are provided below and will be uploaded to the
Power Metal website in due course.
Fig. 1: Queensland Licence Footprint
Fig. 2 - Wilan Project Licence Footprint and Surrounding
Area
TRANSACTION TERMS
NewCo will acquire 100% of the share capital of New Horizon, RAB
Resources and POW Australia and then hold the Queensland projects
and the Wilan Project.
The NewCo ownership on completion of the Merger and grant of the
New Horizon licence applications below is outlined in the table
below.
Company % of NewCo
Name Issued Share
Capital
New Horizon 40%
--------------
RAB Resources 40%
--------------
POW Australia 20%
--------------
Total 100%
--------------
The Merger Parties will appoint the board of NewCo and will each
have a right to nominate at least one board member.
Note: 20% of the NewCo shares will be issued to New Horizon
immediately, with the balancing 20% issued on the grant of the
Copper Creek and Bortala licence applications. Should an
acquisition of NewCo and/or its interests by an existing listed
vehicle complete prior to any planned listing (which may only
proceed with the agreement of all the Merger parties), then the
remaining 20% of NewCo shares would be automatically issued to New
Horizon on completion.
PROJECT LICENCE OVERVIEW
RAB interests include:
Gregory River - East and West
Tenures Exploration for Minerals (EPM's) 28642 and 28643, the
Gregory River (East and West) Project, are exploration licences in
application by RAB Resources covering 169.6km(2) and 220.8km(2) ,
respectively.
Gregory River East and West tenements are prospective for
copper, gold, lead, zinc, and cobalt.
Fiery Creek
Tenure EPM 27879 the Fiery Creek Project is a granted
exploration licence held outright by RAB Resources covering
320km(2) with an expiry date of 16/03/2027. Fiery Creek is believed
to be prospective for copper, gold, lead, zinc, and cobalt.
Dynamite Creek
Tenure EPM 27870 the Dynamite Creek Project is a granted
exploration licence held outright by RAB Resources covering
288km(2) with an expiry date of 16/03/2027. Dynamite Creek believed
to be is prospective for copper, gold, and cobalt.
NHM interests include:
Copper Creek
Tenure EPM 28272, the Copper Creek Project is an exploration
licence in application by New Horizon covering 195.2km(2) with a
lodgement date of 31/1/2022. Copper Creek is prospective for
copper, cobalt, silver, uranium, and rare earth elements.
Bortala
Tenure EPM 28271, the Bortala Project is an exploration licence
in application by New Horizon covering 313.6km(2) with a lodgement
date of 31/1/2022. Bortala is prospective for copper, cobalt,
silver, lead, zinc, uranium, and rare earth elements.
POW Australia interests include:
Wilan Project
The Wilan Project includes two granted exploration licences
("ELs") including EL6819 and EL6870.
EL6819, is a granted exploration licence held outright by POW
Australia covering 999km(2) with an expiry date of 23/08/2028.
A desktop technical review completed over EL6819 identified an
approximately 4 x 6km coincident magnetic and gravity geophysical
anomaly located in the southeastern part of the Project. Such
coincident geophysical anomalies have been noted as potential
targets for iron oxide copper-gold mineralisation ("IOCG")
elsewhere within the highly prospective Gawler Craton.
The Wilan Project also includes recently granted EL6870 which
covers an area of 995km(2) and lies to the northwest of EL6819
which carries an expiry date of 10/11/2028.
Exploration targets within EL6870 include potential surficial
lacustrine uranium (U) and vanadium (V) mineralisation located
within the western part of the Project. The lacustrine targets were
identified by recently completed radiometric and hyperspectral
analysis. In addition, within the northern part of EL6870, multiple
kimberlitic indicator minerals have been identified by a previous
operator, including occurrences of pyrope, kimberlitic ilmenite and
picroilmenite.
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.
Exploration Work Overview
Power Metal holds a number of priority exploration projects with
active exploration underway currently. The status of each project
is outlined in the table below:
Project Operations POW Project Status
%
Athabasca 12 properties 100% Exploration programmes undertaken
Uranium covering an across three properties during summer
area of 842km(2) 2022 and preliminary planning for
in the Athabasca work in Spring/Summer 2023 is ongoing.
Basin region Desktop review work ongoing across
Canada. the existing portfolio and data rooms
established for all the projects,
to enable third party review of opportunities
for potential acquisition, joint
venture or earn-in.
Ongoing review of new opportunities
to further expand the Company's Athabasca
uranium property exposure.
------------------- ------- -------------------------------------------------
Molopo 3 prospecting 87.71% Currently a 2,600m diamond drill
Farms licences covering programme is underway with a planned
Nickel 1,723km(2) 5-6 holes targeting four previously
- PGMs in south-west identified magnetic conductors prospective
Botswana for Nickel - Platinum Group Metals.
2 drill holes at target conductor
T1-6 and one at T1-14 have been completed
and drilling at target T1-3 target
is underway currently.
Downhole geophysics completed at
DDH1-6A and underway at DDH1-14B.
Further Moving Loop Electro-Magnetic
surveys are planned over additional
Airborne Electro-Magnetic targets
identified, to develop further drill
targets.
------------------- ------- -------------------------------------------------
Tati Botswana 100% Reverse Circulation drilling and
Project soil sampling confirmed high-grade
Gold - and bonanza grade gold mineralisation
Nickel within a gold-in-soil anomaly extending
for 8km across the Company's prospecting
licences.
Next stage exploration plans are
currently being finalised and Power
Metal are moving toward implementation
in the near term.
Sampling of fines dumps, representing
waste material from the Cherished
Hope gold mine on the project has
confirmed circa 1g/t gold and suitability
of the fines dumps for processing
to extract gold and generate income.
Preparations for the fines dumps
processing are advancing.
------------------- ------- -------------------------------------------------
Exploration work programmes may also be underway within Power
Metal investee companies and planned IPO vehicles where Power Metal
has a material interest, the findings from which will be released
on their respective websites, with simultaneous updates through
Power Metal regulatory announcements where required. These
interests are summarised in the table below:
Company Operations Status POW Further Information
% Link
First Exploration Listed 27.91% www.firstclassmetalsplc.com
Class in the Schreiber-Hemlo Investment
Metals region of Ontario,
PLC Canada
------------------------ -------------- ---------- -------------------------------------------------
Kavango Exploration Listed 9.85% www.kavangoresources.com
Resources in Botswana Investment
PLC
------------------------ -------------- ---------- -------------------------------------------------
First Exploration Planned 62.12%* www.firstdevelopmentresources.com
Development in Western Australia IPO
Resources and the Northern
PLC Territory of
Australia
------------------------ -------------- ---------- -------------------------------------------------
Golden Exploration Planned 83.13% www.goldenmetalresources.com
Metal and development IPO
Resources in Nevada, USA
PLC
------------------------ -------------- ---------- -------------------------------------------------
New Ballarat Exploration Planned 49.9% New website under development
Gold PLC in the Victoria IPO which can be found at
Goldfields of www.newballaratgoldcorp.com
Australia .
In the interim further
information in respect
of NBGC can be found
at:
https://www.powermetalresources.com/project/vict
oria-goldfields/
.
------------------------ -------------- ---------- -------------------------------------------------
NewCo Exploration Planned 20% NewCo website under development.
in Queensland's IPO/Disposal (^)
Mount Isa copper
belt and in
South Australia
------------------------ -------------- ---------- -------------------------------------------------
Uranium Uranium exploration Planned 50-55%() www.uraniumenergyexploration.com
Energy in the Athabasca IPO
Exploration region of Canada
PLC
------------------------ -------------- ---------- -------------------------------------------------
(^) subject to completion of Merger announced 14.12.22.
() subject to completion of disposal of Reitenbach and E-12
properties, announced on 8.8.22 and 4.11.22, respectively.
(*) reducing to 58.59% on issue of equity for NSR buyout
announced 5.12.22.
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