TIDMPOW
RNS Number : 7881Y
Power Metal Resources PLC
09 May 2023
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR DISSEMINATION IN THE UNITED STATES OF AMERICA
9 May 2023
Power Metal Resources PLC
("Power Metal" or the "Company")
Placing of GBP2.71 million with Term Oil, a Company Controlled
by Rick Rule
Power Metal Resources PLC (LON:POW), the London listed
exploration company seeking large-scale metal discoveries across
its global project portfolio, announces it has completed a placing
(the "Placing") to raise gross proceeds for the Company of
approximately GBP2.715 million through the conditional issue of
319,388,235 new ordinary shares of 0.1 pence each in the Company
("Placing Shares") at a price of 0.85 pence per Placing Share (the
"Placing Price").
Each Placing Share has an attaching warrant to subscribe for one
new ordinary share of 0.1 pence each in the Company ("Ordinary
Shares") at an exercise price of 2 pence with a 5-year term
expiring 9 May 2028 ("Fundraising Warrants").
As part of the Placing, the Company is pleased to announce that
it has entered into a Subscription Agreement with Term Oil Inc., a
company controlled by Rick Rule ("Term Oil"), pursuant to which
Term Oil will participate in the Placing up to an amount of GBP1
million and not less than GBP0.5 million ("Subscription
Agreement").
The net proceeds of the Placing will be used to further the
Company's exploration activities and for general working capital
purposes.
Sean Wade, Chief Executive Officer of Power Metal Resources plc,
commented:
"I am very pleased to be able to announce this capital raise and
to reassure shareholders that we are now in a sustainable position
to advance our exploration activities, most particularly in respect
to our uranium portfolio. Moreover, I am delighted to welcome Rick
Rule's Term Oil vehicle to the register and the new shareholders
who are joining us with his endorsement. This is not only a strong
validation of our business model but also puts us on a sound
footing to continue to deliver our goal of unlocking the
significant inherent value in our portfolio."
FURTHER FUNDRAISING INFORMATION
-- The Company has raised GBP2.715 million before expenses
through the issue of 319,388,235 Placing Shares at the Placing
Price of 0.85 pence per Placing Share.
-- Each Placing Share has attached one Fundraising Warrant to
subscribe for one new Ordinary Share at an exercise price of 2
pence with a 5-year term expiring 9 May 2028.
-- Should the Power Metal share price exceed a daily volume
weighted average share price of 3 pence for five consecutive
trading days, Power Metal may issue a written notice to Fundraising
Warrant holders to exercise Placing Warrants within 20 trading
days, or the Fundraising Warrants will be cancelled.
-- Sean Wade, the Chief Executive Officer of the Company, has
committed to subscribe for 11,764,705 Placing Shares.
-- The Placing was undertaken by the Company's joint broker
First Equity Limited.
-- The Placing was completed to accredited investors (as defined
in National Instrument 45-106 Prospectus Exemptions) in all
provinces of Canada, to accredited investors (as defined in section
501(a) of Regulation D under the Securities Act of 1933, as
amended(the "1933 Act")) in the United States of America pursuant
to an exemption from the registration requirements of Regulation D
and, with the consent of the Company, to suitable investors in
other eligible foreign jurisdictions (other than Canada and the
United States) pursuant to applicable private placement exemptions
under applicable securities laws in such jurisdictions if no
prospectus, registration statement or similar document is required
to be filed in such jurisdiction and the Company does not become
subject to continuous disclosure obligations in such
jurisdiction.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the United
States of America. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended, (the "1933 Act") or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons (as
defined in the 1933 Act) unless registered under the 1933 Act and
applicable state securities laws, or an exemption from such
registration requirement is available.
ADMISSION AND TOTAL VOTING RIGHTS
Application will be made for the 319,388,235 Placing Shares to
be admitted to trading on AIM which is expected to occur on or
around 12 May 2023 ("Admission"). The Placing Shares will rank pari
passu in all respects with the existing Ordinary Shares currently
traded on AIM.
Following Admission, the Company's issued share capital will
comprise 2,058,421,913 ordinary shares of 0.1 pence 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.
PDMR Disclosure
The notifications below, made in accordance with the
requirements of MAR, provide further detail on director's share
dealing.
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name 1. Sean Wade
---------------------------------- ---------------------------------------------
Reason for the notification
2
---------------------------------------------------------------------------------
a) Position/status 1. Chief Executive Officer
---------------------------------- ---------------------------------------------
b) Initial notification Initial Notification
/Amendment
---------------------------------- ---------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------------
a) Name Power Metal Resources Plc
---------------------------------- ---------------------------------------------
b) LEI 213800VNXOUPHTX53686
---------------------------------- ---------------------------------------------
Details of the transaction(s): section to be repeated for
4 (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
---------------------------------------------------------------------------------
a) Description of the financial ordinary shares of 0.1p each
instrument, type of
instrument
Identification code ISIN: GB00BYWJZ743
b) Nature of the transaction 1. Issue of Placing Shares
2. Issue of Fundraising Warrants
---------------------------------- ---------------------------------------------
c) Price(s) and volume(s)
----------------------- -----------------
Price(s) Volume(s)
----------------------- -----------------
1. 0.85p 11,764,705
2. 2.00p 11,764,705
--------------------------------------------------------------- -----------------
d) Aggregated information
- Aggregated volume 1. 11,764,705
2. 11,764,705
- Price 1. 0.85p
2. 2.00p
e) Date of the transaction 09/05/2023
---------------------------------- ---------------------------------------------
f) Place of the transaction Off market
---------------------------------- ---------------------------------------------
For further information please visit
https://www.powermetalresources.com/ or contact:
Power Metal Resources plc
S ean Wade (Chief Executive Officer) +44 (0) 20 3778 1396
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) 14 8341 3500
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.
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