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Power Metal Resources #POW – Shares Investor Evening Webinar

Power Metal Resources plc (LON:POW) the AIM listed metals exploration and development company is pleased to announce that it will be participating in a Shares Investor Evening Webinar (‘Webinar’) in which Paul Johnson, Chief Executive Officer, will be delivering a presentation and answering questions about the Company.

The Webinar is scheduled for 6pm on Wednesday 5 August 2020 and investors wishing to view this may do so through the following registration link:

https://www.sharesmagazine.co.uk/events/event/shares-investor-evening–webinar-050820

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:

P ower Metal Resources plc (LON:POW) is an AIM listed metals exploration and development company seeking a large scale metal discovery.

The Company has a global portfolio of project interests including gold exploration in North America and Australia together with base metal exploration in Africa. Project interests range from early stage greenfield exploration to later stage drill ready prospects.

The Board and its team of advisors have expertise in project generation, exploration and development and have identified an opportunity to utilise the Company’s position to become a leader in the London market for investors wishing to gain exposure to proactive global metals exploration.

Power Metal Resources #POW – Total Voting Rights

In accordance with the Financial Conduct Authority’s Disclosure and Transparency Rules, the Company hereby announces that it has 771,216,542 ordinary shares of 0.1 pence each in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company is 771,216,542.

The above figure of 771,216,542 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.

 

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

Power Metal Resources #POW – Andrew Bell Director Dealings

Power Metal Resources plc (LON:POW) the AIM listed metals exploration and development company was notified that yesterday Andrew Bell Chairman of the Company undertook the following transactions: 

 

  • Purchased on market 4,200,000 Ordinary Shares of 0.1 pence each (“Ordinary Shares”) at a price of 0.906 pence per Ordinary Share.
  • Sold on market 3,900,000 Ordinary Shares of 0.1 pence each at a price of 0.879 pence per Ordinary Share.

The transactions represent a transfer of 3,900,000 from Mr Bell’s personal share account into his Self Invested Personal Pension (“SIPP”) and Individual Savings Account (“ISA”) and the acquisition of a further 300,000 shares.

Following this purchase Mr Bell has a beneficial interest in a total of 22,280,526 Ordinary Shares, representing approximately 2.89% of the issued share capital of the Company.

PDMR Disclosure

The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail on the director’s share dealing.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

1.  Andrew Bell

2

Reason for the notification

a)

Position/status

 

1.  Chairman

b)

Initial notification /Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Power Metal Resources Plc

b)

LEI

213800VNXOUPHTX53686

4

Details of the transaction(s): section to be repeated for (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 instrument, type of instrument

ordinary shares of 0.1p each

Identification code

ISIN: GB00BYWJZ743

b)

Nature of the transaction

1.  Purchase of shares

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.906 pence

4,200,000

d)

Aggregated information

– Aggregated volume

4,200,000

 

– Price

0.906p

e)

Date of the transaction

30 July 2020

f)

Place of the transaction

XLON

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

1.  Andrew Bell

2

Reason for the notification

a)

Position/status

 

1.  Chairman

b)

Initial notification /Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Power Metal Resources Plc

b)

LEI

213800VNXOUPHTX53686

4

Details of the transaction(s): section to be repeated for (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 instrument, type of instrument

ordinary shares of 0.1p each

Identification code

ISIN: GB00BYWJZ743

b)

Nature of the transaction

1.  Sale of shares

c)

Price(s) and volume(s)

Price(s)

Volume(s)

0.879 pence

3,900,000

d)

Aggregated information

– Aggregated volume

3,900,000

 

– Price

0.879p

e)

Date of the transaction

30 July 2020

f)

Place of the transaction

XLON

 

**Ends**

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

 

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

+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 (LON:POW) is an AIM listed metals exploration and development company seeking a large scale metal discovery.

The Company has a global portfolio of project interests including gold exploration in North America and Australia together with base metal exploration in Africa. Project interests range from early stage greenfield exploration to later stage drill ready prospects.

The Board and its team of advisors have expertise in project generation, exploration and development and have identified an opportunity to utilise the Company’s position to become a leader in the London market for investors wishing to gain exposure to proactive global metals exploration.

Power Metal Resources #POW – Director and Advisor Performance Option Award

Power Metal Resources plc (LON:POW) the AIM listed metals exploration and development company is pleased to  announce the grant of options to Executive Directors (“Director Options”) and the creation of an options Pool to incentivise key advisors and consultants to the Company.

The exercise price for the options granted will be 2.0p per ordinary share of 0.1 pence each in the Company (“Ordinary Share”) representing a premium of 122% to the closing mid-market share price on 29 July 2020 of 0.9p.  All options will have a three-year life to expiry from today’s date.

Executive Director Options

The Company’s Executive Directors are to be awarded 20,000,000 options over Ordinary Shares allocated as 12,500,000 to Paul Johnson, Chief Executive Officer and 7,500,000 to Andrew Bell, Chairman (the “Director Options”). The Director Options will vest immediately, and, if possible, the Director Options are to be awarded under an Enterprise Management Incentive (“EMI”) tax protective scheme. 

The Director Options will be subject to a condition that they may only be exercised when Power Metal has traded with a volume weighted average share price of 2.0p or higher for at least 6 months.

Options Pool for Advisors and Consultants to the Company

The Company has also created an Options Pool totalling options over 15,000,000 Ordinary Shares with a life to expiry of three years and an exercise price of 2.0p per Ordinary Share  (the “Advisor Options”) for distribution at the Board’s discretion to business advisors and consultants who are, or may become, key to business growth and development and have been, or may be, important to the strategic and financial positioning of the Company.

Overall Summary of Director Options

Following the above Director Option issues the overall options held by the board are:

Director

Number of Ordinary Shares under option

Terms

Andrew Bell (Chairman)

13,613,929*

7,500,000

1.0p exercise price, 1.5p hurdle before exercise, expiry 15/02/2022

2.0p exercise price, expiry 30/07/2023

Paul Johnson (CEO)

13,613,929*

12,500,000

1.0p exercise price, 1.5p hurdle before exercise, expiry 15/02/2022

2.0p exercise price, expiry 30/07/2023

Scott Richardson Brown

(Non-executive director)

5,000,000*

500,000*

500,000*

1.0p exercise price, 1.5p hurdle before exercise, expiry 19/02/2023

5.0p exercise price, expiry 28/08/2023

5.0p exercise price, expiry 28/08/2023 (vest on 28/08/2020)

Iain Macpherson

(Non-executive director)

5,000,000*

16,667*#

16,667*#

16,666*#

 

1.0p exercise price, 1.5p hurdle before exercise, expiry 19/02/2023

20p exercise price, expiry 13/10/21

30p exercise price, expiry 13/10/21

40p exercise price, expiry 13/10/21

Edmund Shaw

(Non-executive director)

5,000,000*

1.0p exercise price, 1.5p hurdle before exercise, expiry 19/02/2023. Only exercisable after 12 months service.

* Existing options

# Options held by Ongeza Mining, a wholly owned subsidiary of Madini Minerals in which Iain Macpherson has a 75% interest. Mr Macpherson has advised that the disclosure of his interest held through Ongeza should now be presented in this manner.

Total

63,277,858

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

1. Andrew Bell

2

Reason for the notification

a)

Position/status

 

1.  Executive Chairman

b)

Initial notification /Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Power Metal Resources Plc

b)

LEI

213800VNXOUPHTX53686

4

Details of the transaction(s): section to be repeated for (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 instrument, type of instrument

options over ordinary shares of 0.1p each

Identification code

ISIN: GB00BYWJZ743

b)

Nature of the transaction

1.  Issue of 7,500,000 Director Options

c)

Price(s) and volume(s)

Price(s)

Volume(s)

2.0 pence

7,500,000

d)

Aggregated information

– Aggregated volume

 7,500,000

 

– Price

2.0p

e)

Date of the transaction

30 July 2020

f)

Place of the transaction

Off market

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

1. Paul Johnson

2

Reason for the notification

a)

Position/status

 

1.  Chief Executive Officer

b)

Initial notification /Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Power Metal Resources Plc

b)

LEI

213800VNXOUPHTX53686

4

Details of the transaction(s): section to be repeated for (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 instrument, type of instrument

options over ordinary shares of 0.1p each

Identification code

ISIN: GB00BYWJZ743

b)

Nature of the transaction

1.  Issue of 12,500,000 Director Options

c)

Price(s) and volume(s)

Price(s)

Volume(s)

2.0 pence

12,500,000

d)

Aggregated information

– Aggregated volume

12,500,000

 

– Price

2.0p

e)

Date of the transaction

30 July 2020

f)

Place of the transaction

Off market

The information contained within this announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No.596/2014 and is disclosed in accordance with the Company’s obligations under Article 17 of those Regulations.

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 (LON:POW) is an AIM listed metals exploration and development company seeking a large scale metal discovery.

The Company has a global portfolio of project interests including gold exploration in North America and Australia together with base metal exploration in Africa. Project interests range from early stage greenfield exploration to later stage drill ready prospects.

The Board and its team of advisors have expertise in project generation, exploration and development and have identified an opportunity to utilise the Company’s position to become a leader in the London market for investors wishing to gain exposure to proactive global metals exploration.

Power Metal Resources #POW – Haneti Project: Nickel Sulphide Drill Programme Finalised

Power Metal Resources plc (LON:POW) the AIM listed metals exploration and development company is pleased to  announce details of the planned confirmatory drilling programme targeting nickel sulphides at the Haneti Nickel Project in Tanzania (“Haneti” or the “Project”).

HIGHLIGHTS:

Haneti Project

The Haneti Nickel Project covers an area of approximately 5,000 km2in central Tanzania and comprises tenements (prospecting licences, offers and applications) prospective for nickel, platinum-group-elements and gold.

The main prospective belt of rocks within the Haneti Project is the linear dyke-like, Haneti-Itiso Ultramafic Complex (“HIUC”), which sporadically crops out over a strike length of 80 km.

Exploration Rationale

The JV partners being Power Metal & Katoro Gold Plc (“Katoro”) are to undertake a phased exploration programme to assess the potential for nickel sulphide mineralisation within the HIUC.

Confirmation of targeted geological structures and the discovery of a new nickel sulphide deposit or deposits would generate considerable commercial value for the JV partners.

Exploration work will align with and complement discussions with third parties, who have expressed interest in the Haneti Project.

Drill Programme

First stage exploration programme verifying and drill-testing potential chonolith-type nickel sulphide mineralisation within the HIUC.

A short shallow (100m) rotary air blast drill programme will seek to verify three near-surface targets ahead of a confirmatory deep (300m) diamond drilling programme.

Airborne geophysics over the wider project area will seek to delineate additional deep-seated targets.

Programme Funding

Based on the outlined drill programme the proposed Power Metal contribution is to be funded from existing working capital, and an amount covering this has already been allocated in the Company’s USD account.

 

CHIEF EXECUTIVE OFFICER’S STATEMENT

Paul Johnson Chief Executive Officer of Power Metal Resources plc commented: “The Haneti story is one I have been following for many years and it was a great opportunity to take a project interest for Power Metal shareholders in 2019.

We have now moved the Haneti JV forward and prepared a nickel sulphide targeting drill programme, through which we aim to advance our understanding of the geological characteristics of the Project and, potentially, make a new nickel sulphide discovery.

We are being disciplined with a two-stage drill programme using shallow rotary air blast drilling to verify the proposed targets for a follow-on deeper diamond drill programme.

The next step is a practical one, as we make preparations for the launch of the drill programme, and we look forward to announcing mobilisation which will be an exciting point for both JV partners.” 

HANETI PROJECT OWNERSHIP STRUCTURE

Power Metal currently holds a 25% interest in the Project with a 75% interest held by JV partner Katoro Gold plc (LON:KAT).

Power Metal also holds an option to increase its interest in the Project from 25%% to 35% through a payment to Katoro Gold of £25,000 by 31 August 2020.

PROJECT OVERVIEW

The Haneti Nickel Project (“Haneti”) covers an area of approximately 5,000 km2 in central Tanzania approximately 88 km north of the capital city Dodoma. It comprises tenements (prospecting licences, offers and applications) prospective for nickel, platinum-group-elements and gold.

One of the key exploration objectives for the JV partners at the Haneti Project is seeking to delineate the potential for economic nickel mineralisation in central Tanzania.

HANETI GEOLOGY AND NICKEL PROSPECTIVITY

The main prospective belt of rocks within the Haneti Project is the, linear dyke-like, Haneti-Itiso Ultramafic Complex (“HIUC”) which sporadically crops out over a strike length of 80 km and mainly comprises serpentinites (metamorphosed ultrabasic rocks such as dunite and peridotite), with metabasic rocks such as metagabbro and metadolerite.

Geologically the Haneti tenements straddle the boundary between the Archaean Dodoman Craton to the south‐west and gneisses of the Palaeo‐Proterozoic Usagaran Orogenic Complex to the northeast.

Bordering the Haneti block to the west, a new greenstone belt, the Londoni Greenstone Belt has been recognised in recent years within the Archaean Dodoman System. This greenstone geology extends southeast into the Haneti project where work on third party mining claims that occur within the Haneti prospecting licence Offer area, PLA 1162, has reported positive results.

HISTORIC EXPLORATION

The Haneti area was first explored in 1931 by a private prospector who collected a Ni‐rich magnetite sample at Mihanza Hill. Later trenching uncovered a few discontinuous green‐stained veins rich in Ni‐silicates and containing several percent nickel.

In the early 1960s the Geological Survey of Tanzania carried out mapping, pitting, soil sampling, trenching and rock chip sampling of ultramafic outcrops on the Zoani, Mindii and Mihanza hills, within the HIUC belt. 

Further geological mapping and sampling was undertaken in 2006, 2007 and in 2013.

An airborne electromagnetic (“AEM”) geophysics survey was completed over the Mihanza and Mwaka Hill anomalies in 2012 with further geophysics flown in 2015.

A study commissioned with a consultant expert in ultramafic geochemistry in 2015 identified the nickel, copper, platinum, palladium anomaly at Mihanza Hill as a drill ready target. This report suggested that the Itiso‐Haneti Ultramafic body may fit the Chonolith-Type Nickel exploration model which would imply that the main ultramafic belt may have small discrete sulphide bodies associated with it.

In 2019 a number of soil samples, collected during the 2013 exploration programme, were sent for analysis and the results confirmed the existing knowledge base and also identified a new ultramafic subcrop.

PROPOSED EXPLORATION DRILL PROGRAMME

Three preliminary target areas have been selected for exploratory diamond drilling; Milhanza Hill; Mwaka Hill; and Igari Hill, based on the recommendations of the 2012 AEM survey, the detailed field programme undertaken in 2013 and further supplementary exploration findings.

In order to maximise the chances of intersecting mineralisation, the diamond drilling will be preceded by a 20 hole programme of confirmatory rotary air-blast (“RAB”) drilling.  This phase will consist of 2,000 metres of RAB drilling consisting of two drill fences, 10 x 100 metre spaced, 100 metre deep holes.

The RAB drilling will seek to verify the existence of near surface mineralisation whilst increasing the geological understanding such that the orientation and the meterage of the follow-up diamond drill holes can be optimised to confirm the scale of potential massive sulphide mineralisation.

All RAB drill samples will be subject to multi element and base metal analysis on three metre composites with select samples analysed for platinum group elements.

The exact number and meterage of diamond drill holes will be refined by the RAB drill studies however the initial plan is for a minimum of three, 300 metre deep diamond holes.

The diamond holes are planned to provide a full intersection through the ultramafic inclusion and to provide fresh rock samples for detailed geochemical, petrographic and isotope analysis.

The aim is to identify nickel sulphide mineralisation.

In addition, an airborne Versatile Time Domain Electromagnetic (“VTEM”)  geophysics surveywith the capability to generate targets at a depth of several hundred metres, is planned, to provide coverage of a greater proportion of the Haneti Nickel Project.

COMPETENT PERSON STATEMENT

The technical information contained in this disclosure has been read and approved by Mr Nick O’Reilly (MSc, DIC, MAusIMM, MIMMM, FGS), who is a qualified geologist and acts as the Competent Person under the AIM Rules – Note for Mining and Oil & Gas Companies. Mr O’Reilly is a Principal consultant working for Mining Analyst Consulting Ltd which has been retained by Power Metal Resources PLC to provide technical support. 

The information contained within this announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No.596/2014 and is disclosed in accordance with the Company’s obligations under Article 17 of those Regulations.

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 (LON:POW) is an AIM listed metals exploration and development company seeking a large scale metal discovery.

The Company has a global portfolio of project interests including gold exploration in North America and Australia together with base metal exploration in Africa. Project interests range from early stage greenfield exploration to later stage drill ready prospects.

The Board and its team of advisors have expertise in project generation, exploration and development and have identified an opportunity to utilise the Company’s position to become a leader in the London market for investors wishing to gain exposure to proactive global metals exploration.

Power Metal Resources #POW – New Investor Mailing List

Power Metal Resources plc (LON:POW) the AIM listed metals exploration and development company is pleased to announce that the Company has now established an online mailing list.

Investors wishing to receive copies of all market news announcements and related information by email may sign up for this through the following link:

https://www.powermetalresources.com/s/21/contact

In addition any investors wishing to contact the Company may do so by emailing info@powermetalresources.com.

Paul Johnson Chief Executive Officer of Power Metal Resources plc commented: “As Power Metal moves into a period of intense activity as articulated through market news announcements, we are continuing to build our investor engagement through enhanced marketing & communications work.

We consider this to be particularly important as our exploration programmes expand and news flow from our projects intensifies. Investors are invited to engage with the Company and the team at Power Metal will be happy to assist where possible.”

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 (LON:POW) is an AIM listed metals exploration and development company seeking a large scale metal discovery.

The Company has a global portfolio of project interests including gold exploration in North America and Australia together with base metal exploration in Africa. Project interests range from early stage greenfield exploration to later stage drill ready prospects.

The Board and its team of advisors have expertise in project generation, exploration and development and have identified an opportunity to utilise the Company’s position to become a leader in the London market for investors wishing to gain exposure to proactive global metals exploration.

Alan Green talks Kingfisher #KGF, StageCoach #SGC, Venture Life Group #VLG & Power Metal Resources #POW on UK Investor Magazine podcast

Alan Green discusses Kingfisher #KGF, StageCoach #SGC, Venture Life Group #VLG & Power Metal Resources #POW with Jonathan Roy on the UK Investor Magazine podcast

Power Metal Resources #POW signs agreement for an option to earn-in to the Alamo Gold Project, Arizona USA

Power Metal Resources plc (LON:POW) the AIM listed metals exploration and development company is pleased to  announce that following the successful completion of project due diligence, Power Metal has agreed terms to acquire an option (the “Option”) to earn-in to the Alamo Gold Project (the “Project”) in west-central Arizona, USA (the “Agreement”).

HIGHLIGHTS:

Transaction

Acquisition of an option to earn-in to the Alamo Gold Project in w est-central Arizona USA. Also, a novated earn-in agreement with the underlying property owners whereby Power Metal can earn a 50%, then 75%, ownership interest in the Project.

Strategic Purpose

Expands Power Metal operations into North American gold exploration supported by a newly formed North American Gold Advisory Committee of highly seasoned US gold professionals.

Cost to Power Metal

Staged consideration to acquire the Option to earn-in and then staged expenditure on the Project through property payments and exploration spend.

Maximum upfront commitment risk is £48,000 on the Option acquisition and year one property payments and exploration spend of circa £119,530.

Full terms outlined below including annual breakdown of costs.

Exploration Objective

Investigate the source of the nugget gold mineralisation and the potential for a large mineralised gold system.

Next Steps

Power Metal and Frisco are now finalising the initial exploration programme which is likely to be centred on geochemical sampling and project mapping and further details of which will be announced in the near term.

 

CHIEF EXECUTIVE OFFICER’S STATEMENT

Paul Johnson Chief Executive Officer of Power Metal Resources plc commented “This is a major step forward for Power Metal, giving the Company an opportunity to expand its gold project portfolio and starting a journey into North American gold interests just as the gold sector is showing exciting strength around the world.

We will start exploration soon and begin delivering project news to our shareholders in the near term.  We are seeking a major gold discovery and we need to get on with the exploration work as soon as possible.

To take this step into North America would be bold for a junior exploration company out of London, but we are working with enormously experienced partners and with the assurance of their experience captured in the form of a newly created North American Gold Advisory Committee. 

Power Metal advances at pace and we look forward to bringing more updates from the Alamo Gold Project and North America, in the near term.”

BACKGROUND

The original announcement in respect of the transaction was released on 3 December 2019 and can be viewed through the following link:

https://www.powermetalresources.com/n/n169/arizona-usa-alamo-project-opportunity  

Since the above December 2019 announcement Power Metal undertook a site visit in January 2020 and agreed extensions to the original due diligence period to provide the parties more flexibility in the face of the COVID-19 disruption.

The site visit in January was successful with nugget gold being recovered from shallow trenches on site and a fuller understanding of the Project and its potential being secured from on-site inspection and discussions with the operating team members on the ground.

During the visit it was also agreed that additional claims should be pegged to build the Project footprint immediately and ensure sufficient ground was held to cover the potentially mineralised system.  Those claims were pegged and registered with the Bureau of Land Management and County authority.

Following discussions with all parties to the transaction the original terms agreed in December 2019 have been adjusted and the final agreed terms are detailed below. Power Metal is grateful to all parties who have been supportive and commercial at all stages.

THE PROJECT

In Overview

The Alamo gold project is a package of mining claims covering an area of approximately 766 acres and is situated in west-central Arizona, USA. The Project was originally identified as prospective for gold following the discovery of native gold nuggets (the “Nuggets”) near surface in numerous locations within the Project boundaries.

The geological environment supports further exploration to investigate the source of the nugget gold and the potential for a large mineralised gold system. In addition, the region in which the Project is situated is prospective for precious and base metals, with regional mines that have produced silver, lead, gold, zinc and copper.

Gold Nugget Discovery and Source Identification

The native gold nuggets at the Project occur in shallow arroyos (a steep-sided gully formed by the action of fast-flowing water in an arid or semi-arid region) and on hill-side occurrences.  The arroyos are generally shallow depressions with sediment fill of up to one metre.

We understand that circa 60 ounces of gold Nuggets have already been found on the Project area, by prospectors using metal detectors, with the largest Nugget weighing in at 5 ounces.

Nuggets have been obtained from the arroyo sediments by metal detecting and by small-scale dry washer mining methods. The composition of the nuggets is of particular geological interest in that both smooth/rounded and crystalline nuggets have been recovered, which suggests some difference in the distance of travel from their bedrock source (rounded nuggets having typically travelled some distance whereas the source of crystalline nuggets would be more proximal) pointing to potential scale and further prospectivity.

There is much debate in geological literature regarding nugget formation and there is work to undertake on the ground in Arizona to build the technical understanding of the Project including nugget identification, distribution and investigation of the bedrock source.

OWNERSHIP STRUCTURE – ALAMO GOLD PROJECT

The Project is currently 100% owned by Frisco Gold Corporation, Bullhead City, Arizona, USA (“Frisco”).

Frisco as property owners had agreed an Option over the Project where, in exchange for the coverage of certain annual property payments and costs expended on exploration, the Option holders could earn into a project ownership stake.  This was called a Right to Earn-in (“RTEI”).

The Option holders in this case were Joe Carrabba, a former board director of Newmont Goldcorp and Murray Nye, the CEO of Winston Gold Corp, (together the “Vendors”). 

THE TRANSACTION TERMS

Acquiring the Option to Earn-in

Power Metal will acquire the Option from the Vendors.  The Option provides a right to earn-in to up to a 75% interest in the Project by covering property payments over a four-year period and exploration expenditure over a three year period, (the “Option”) as outlined below.

To acquire the Option Power Metal is to pay the Vendors consideration of £48,000 (circa US$60,132)  (“Initial Consideration”) payable through the issue of 8,000,000 new Ordinary Shares (the “Consideration Shares”) at a price of 0.6p per Ordinary Share and to grant a warrant over 8,000,000 new Ordinary Shares (the “Consideration Warrants”) at an exercise price of 1.0p per Ordinary Share with a three year life to expiry.

The Consideration Shares shall be subject to a period of four months and one day where they may not be sold or transferred without the express written approval of the Company.  Should Power Metal shares trade at a VWAP of 1.5p or more for seven consecutive trading days, the Consideration Shares would become freely tradable.

In addition, upon earning into a 75% ownership (as outlined below) Power Metal will pay the Vendors a further US$200,000 (circa £160,000) in cash or, at the Company’s sole volition, new Ordinary shares at a volume weighted average price (“VWAP”) based on the seven trading days prior to the announcement of a 75% ownership interest (“Final Consideration”).

If Power Metal earn-in to a 75% interest in the Project the total effective cost of the Option acquisition from the Vendors will be the Initial Consideration of £48,000 together with the Final Consideration of £160,000, for a total of £208,000.

Upon acquisition of the Option Power Metal will be the operator of the Project, working in conjunction with a newly appointed North American gold advisory committee (see below) and will seek to form an operating committee with the current Project owners, Frisco.

Earning-in to the Alamo Gold Project

After acquiring the Vendors’ Option, Power Metal can earn-in to up to a 75% interest in the Alamo Gold Project by expending US$250,000 (circa £199,560) on property and final earn-in payments over a four year period and exploration spend of $850,000 (circa £678,504) over a three year period. 

The property payments and exploration spend is detailed below:

Cost Analysis

Property

Exploration

Final 75%

Annual

Payments

Spend

Payment

Total

US$

US$

US$

US$

Year 1

50,000

100,000

150,000

Year 2

50,000

250,000

300,000

Year 3

50,000

500,000

550,000

Year 4

50,000

0

50,000

100,000

Overall Total

200,000

850,000

50,000

1,100,000

 

Power Metal has agreed to guarantee to pay the Year 1 property payments of U$50,000 and first year exploration spend of US$100,000, in total US$150,000 (circa £119,530). After this commitment, Power Metal is not locked-in to any further payments on the Project.

It should be noted that during the due diligence period Power Metal paid costs of approximately US$10,754 to enable additional claims to be pegged and registered and these costs are to be offset against year one exploration spend commitment.

Should Power Metal cover year one and year two property payments and agreed exploration spend totalling US$450,000 (circa £358,392) it will earn-in to a 50% project ownership interest.

Should Power Metal continue with property payments of US$100,000 in total and exploration spend of $500,000 in total in years three and four it will earn-in to a 75% interest in the Project subject to a final earn-in payment of US$50,000.

If either party does not contribute in line with their percentage ownership they will dilute their ownership percentage in line with a standard industry dilution formula.

Overall Transactional Cost Analysis

Assuming a full earn-in to a 75% interest in the Project the following payments, in cash or shares as outlined above, will be as follows:

Cost Analysis

V endor

Option

Property

Exploration

Final 75%

Annual

Payments

Payments

Spend

Payment

Total

US$

US$

US$

US$

US$

Year 1

60,132

50,000

100,000

210,132

Year 2

50,000

250,000

300,000

Year 3

50,000

500,000

550,000

Year 4

200,000

50,000

0

50,000

300,000

Overall Total

260,132

200,000

850,000

50,000

1,360,132

FORMATION OF A NORTH AMERICAN GOLD ADVISORY COMMITTEE

As part of the transaction the Vendors will join a newly formed North American Gold Advisory Committee (“NAGAC”).  The respective experience of the Vendors in both operating and developing mining projects through all phases of the development curve, as outlined below, will prove valuable when assessing how best to augment value in the Alamo Project and the consideration of further new gold opportunities in North America.

In addition, the NAGAC will also be joined by Joe Bardswich, a Professional Engineer, based in Arizona, with extensive experience of all facets of mining.

Background to NAGAC Members:

Joe Carrabba

Mr Carrabba is a seasoned mining executive, who has held senior positions in the industry including as a director of Newmont Goldcorp Corp and as former President and Chief Operating Officer of the largest independent iron ore producer in the U.S., Cliffs Natural Resources Inc. 

Murray Nye  

Mr Nye has extensive experience in international corporate finance and currently serves as the Chief Executive Officer of Winston Gold Corp (CSE: WGC). Prior to Winston, Mr Nye was the former CEO of RX Exploration Inc. (“RX”) where he brought the historic Drumlummon Gold/Silver mine back into production. During Mr Nye’s tenure, the market valuation of RX increased from a base of circa $1.5m to circa $80m

Joe Bardswich

Mr Bardswich is Director and President of Golden Vertex Corporation and is a Professional Engineer in the Province of Ontario, a life member of the Canadian Institute of Mining and Metallurgy (CIM) and is a ” Qualified Person” as defined in NI 43-101 standards for Mineral Disclosure.

OPTIONS AWARD TO ADVISORY COMMITTEE MEMBERS

Power Metal will award warrants over 2,500,000 new Ordinary Shares to Joe Carrabba, Murray Nye and Joe Bardswich respectively (7.5 million “Committee Warrants” in total).

The Committee Warrants will be awarded for advisory committee services for the period ended 31 December 2020 and will be exercisable at 1.0p per new Ordinary Share and have a life to expiry of three years.  The Committee Warrants may however only be exercised if the share price of Power Metal exceeds a VWAP of 1.5p for seven consecutive trading days.

NEXT STEPS

Following the above Agreement Power Metal and Frisco are now finalising the initial exploration programme, which is likely to be centred on geochemical sampling and project mapping and further details of which will be announced in the near term.

COMPETENT PERSON STATEMENT

The technical information contained in this disclosure has been read and approved by Mr Nick O’Reilly (MSc, DIC, MAusIMM, FGS), who is a qualified geologist and acts as the Competent Person under the AIM Rules – Note for Mining and Oil & Gas Companies. Mr O’Reilly is a Principal consultant working for Mining Analyst Consulting Ltd which has been retained by Power Metal Resources PLC to provide technical support.

ADMISSION AND TOTAL VOTING RIGHTS

Application will be made for the 8,000,000 Consideration Shares to be admitted to trading on AIM which is expected to occur on or around 28 July 2020 (“Admission”). Following Admission of Consideration Shares, POW’s ordinary issued share capital will comprise 771,216,542 ordinary shares of 0.1 pence each.

This number will represent the total voting rights in the Company, and following Admission, 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. The new shares will rank pari passu in all respects with the ordinary shares of the Company currently traded on AIM.

The information contained within this announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No.596/2014 and is disclosed in accordance with the Company’s obligations under Article 17 of those Regulations.

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 (LON:POW) is an AIM listed metals exploration and development company seeking a large scale metal discovery.

The Company has a global portfolio of project interests including gold exploration in North America and Australia together with base metal exploration in Africa. Project interests range from early stage greenfield exploration to later stage drill ready prospects.

The Board and its team of advisors have expertise in project generation, exploration and development and have identified an opportunity to utilise the Company’s position to become a leader in the London market for investors wishing to gain exposure to proactive global metals exploration.

Alan Green talks Power Metal Resources #POW, Tertiary Minerals #TYM, Blencowe Resources #BRES & Venture Life #VLG on the Vox Markets podcast

Alan Green discusses Power Metal Resources #POW, Tertiary Minerals #TYM, Blencowe Resources #BRES & Venture Life #VLG with Justin Waite on the Vox Markets podcast. Also discussed, Synairgen #SYN

Power Metal Resources #POW – Conversion of Kavango Resources Loan Notes

Power Metal Resources plc (LON:POW) the AIM listed metals exploration and development company is pleased to  announce that the Company has now converted its loan notes in Kavango Resources plc (“Kavango”)(LON:KAV) into new ordinary shares of 0.1 pence each (the “Kavango Shares”).

BACKGROUND

On 15 April 2020, Power Metal announced a Conditional Acquisition – Botswana, centred around a transaction to acquire a 51% ownership interest in the Ditau Camp project held outright by Kavango.  This announcement may be viewed on the Company’s website through the following link:

https://www.powermetalresources.com/n/n189/conditional-acquisition-botswana

Within the conditional acquisition agreement signed with Kavango, and in parallel, Power Metal subscribed £38,000 to a convertible loan note (“Kavango CLN”) as outlined in the announcement.

CONVERSION NOTICE

Power Metal has today served a notice to convert its entire £38,000 Kavango CLN into 4,750,000 new ordinary Kavango Shares at a conversion price of 0.80p and equating to 2.46% of Kavango’s issued share capital following this conversion.

Power Metal will under the terms of the Kavango CLN agreement be issued with warrants to subscribe for a further 4,750,000 new ordinary Kavango Shares at an exercise price of 1.0p and with a three year life to expiry to 21 April 2023, (the “Kavango Warrants”).

The Kavango Warrants contain an early exercise provision so that should Power Metal exercise any of its Kavango Warrants within one year of 15 April 2020, a replacement warrant will be issued to subscribe for a further new ordinary Kavango Share of 0.1p each at a price of 2.50p, also expiring three years from 21 April 2020.

DITAU CAMP DUE DILIGENCE

Power Metal and its technical team continues to work with Kavango in relation to the conditional acquisition of a 51% ownership interest in the Ditau Camp project in Botswana and further updates will follow as appropriate.

CHIEF EXECUTIVE OFFICER STATEMENT

Paul Johnson, Chief Executive Officer of Power Metal Resources commented: “The share price of Kavango has moved up a little since the April 2020 transaction which is positive, however we remain of the view that the market has yet to fully appreciate the size and potential of their projects in Botswana, which is a superb jurisdiction for resource exploration juniors.

We will continue to watch the wider Kavango story unfold whilst working on Ditau Camp project due diligence.” 

The information contained within this announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No.596/2014 and is disclosed in accordance with the Company’s obligations under Article 17 of those Regulations.

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 (LON:POW) is an AIM listed metals exploration and development company seeking a large scale discovery of precious or base metals.

The Company has a portfolio including key interests in Australia, Botswana, Cameroon, The DRC and Tanzania.  The interests represent large scale exploration projects targeting mainly cobalt, copper, gold, nickel and platinum group metals. Project interests range from early stage greenfield exploration to later stage drill ready prospects.

The Board and its team of advisors have expertise in project generation, exploration and development and have identified an opportunity to utilise the Company’s position to become a leader in the London market for investors wishing to gain exposure to proactive metals exploration.

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