POW Power Metal Resources Plc

19^th June 2024

Power Metal Resources PLC

("Power Metal" or the "Company")

Tati Gold Project, Botswana - Commercial Update

Power Metal Enters Into Share Option Agreement For Advancement of Tati Gold Project

Power Metal Resources PLC (AIM:POW, OTCQB:POWMF), the London listed exploration company with a global project portfolio, announces a commercial update from its 100% owned Tati Gold Project ("Tati" or the "Project") located on the Tati Greenstone Belt ("TGB") near Francistown, Botswana.

A share option agreement ("Option" or the "Agreement") has been entered between Power Metal, Tati Greenstone Resources PTY LTD ("TGR") a company incorporated in Botswana held as a 100% owned subsidiary of Power Metal, and Tuscan Holding PTY LTD ("Tuscan") a company incorporated in Botswana (collectively the "Parties").

Subject to exercise of the Option, Power Metal, through TGR, will retain a 25% interest free carried to production in Prospecting Licence 049/2022 (which covers the Cherished Hope Mine) and from which it is intended that TGR will become a material dividend paying entity from net cash flow generated from gold production.  Power Metal will retain the right to a 100% interest in other prospecting licences held by TGR other than PL049/2022. Further details are provided below.

Sean Wade, Chief Executive Officer of Power Metal Resources plc, commented: 

"I am delighted to announce this exciting Agreement for Power Metal shareholders. Tati is a very important Project for us and it is great to be able to take it forward with a partner which is able to make such a substantial financial investment, giving Power shareholders a significant share of the upside without the additional cost.

This further validates our successful business model and we look forward eagerly to the progress that we are confident this Agreement will create."

Share Option Agreement Terms

·    Tuscan is granted under the Option a 730 day period to undertake prospecting, exploration and evaluation work (collectively the "Work") over Prospecting Licence ("PL") 049/2022 (the "Licence") which covers the historical Cherished Hope Mine ("Cherished Hope").

·    Costs associated with the Work will be borne by Tuscan and may include but is not limited to:

o  Fly drone lidar/photogrammetry.

o  Handheld lidar of the excavations in order to create a 3D model of the current underground working if access and safety permit.

o  Sink a shaft to an approximate depth of 60m.

o  Drilling with the goal of establishing a mineral resource suitable for a Feasibility Study.

·    Furthermore during the 730 day Option period should Tuscan determine that the mineralised gold asset contained within the Licence merits commercial exploitation it shall draft a Feasibility Study at its own expense (the "Study).

·    Following the completion of the Study, and subject to Tuscan being fully responsible to finance the construction and completion of a processing plant and associated mine infrastructure required to produce gold within the Licence, Tuscan may exercise the Option to subscribe for 75% of the shares of TGR.

·    For clarity the Agreement relates to PL049/2022 only.  The two other licences held by Power Metal at Tati (PL126/2019 and PL127/2019) are excluded.  If these or any other licences are held within TGR during the time period when Tuscan exercises the Option, Power Metal reserves the right to transfer those licences to another subsidiary company held 100% by Power Metal.

·    Following the exercise of the Option, the shareholders of TGR, namely Power Metal and Tuscan, will be bound by a Shareholders' Agreement.

Shareholders' Agreement Terms

·    A board will be put in place which is determined by the pro-rata ownership of TGR at the time after the Option exercise.

·    The Parties envisage that TGR shall be self-financed from its own cash flow from gold mining operations. In the event TGR requires additional finance to meet its working capital requirements, it shall in the first instance seek loan facilities from its bankers or other third parties on normal commercial terms, and following that will be funded pro-rata based on the ownership of TGR namely 75% Tuscan 25% Power Metal.

·    The intention is for TGR to become a dividend generating company to be paid to the shareholders on a pro-rata basis from surplus cashflow from the gold mine.

About Tuscan

Tuscan Resources is a special purpose vehicle held by Medici Mining Investment LLC registered in Delaware, United States. The privately funded company has made numerous investments in Africa, and began exploring in Zimbabwe in Southern Africa in late 2022, with an acquisition of the operational Lonestar Mine in April of 2023, where efforts are underway to improve processing, grade control and production. The geology of the Cherished Hope mine is very similar being an Archean quartz vein hosted gold deposit, which are responsible for many similar small to medium scale opportunities in the Greenstone Belts of Southern Africa. It is Medici Mining Investment's intention to become the leader in the sector at identifying these opportunities and establishing appropriate and efficient production rapidly to reduce exploration risks and generate fast returns for its investor community.

Tati Project - Background

The 16.12 km² Licence was acquired by Tati Greenstone Resources via staking on April 24 2022. The Licence was originally required because it covered the historical Cherished Hope gold mine. Since the pegging of the ground, Power Metal has conducted multiple exploration programmes covering reverse circulation ("RC") drilling, sampling of fines dumps, trenching and soil sampling^{1,2,3,4,5,6,7}.

Most notably along strike drilling of the northwest-southeast trending quartz reefs associated with the historical Cherished Hope gold mine returned bonanza grade gold including up to 3m @ 16.77g/t from 5m depth (incl. 1m @47.17g/t Au) in RC hole CHRC0003 as well as 2m @ 23.17g/t Au from 25m depth in RC hole CHRC0006 (incl. 1m @ 40.63g/t Au). This drilling programme highlights the prospectivity of the Cherished Hope historical mine area and potential for potential future economic gold extraction and will be the main focal point of Tuscan's exploration and development endeavours under the Option going forward.

Next Steps

With the Agreement now signed, Tuscan is expected to be on site shortly commencing various workstreams and various updates will be provided to the market throughout the term of the Option.

References

¹https://www.londonstockexchange.com/news-article/POW/tati-gold-project-botswana-exploration-update/15612993

²https://www.londonstockexchange.com/news-article/POW/tati-project-botswana-initial-drill-assay-results/15699862

³https://www.londonstockexchange.com/news-article/POW/tati-project-botswana-final-drill-assay-results/15703794

⁴https://www.londonstockexchange.com/news-article/POW/tati-gold-project-botswana-exploration-update/15977383

⁵https://www.londonstockexchange.com/news-article/POW/tati-gold-two-significant-anomalies-identified/16125488

⁶https://www.londonstockexchange.com/news-article/POW/tati-gold-project-gold-anomaly-exploration/16154738

⁷https://www.londonstockexchange.com/news-article/POW/tati-project-sampling-confirms-extensive-gold/16319189

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:

NOTES TO EDITORS

Power Metal Resources plc - Background

Power Metal Resources plc (AIM:POW, OTCQB:POWMF) is a London-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, Saudi Arabia 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.