Exercise of Options and Director Option Update
Power Metal Resources plc (LON:POW) the London listed exploration company seeking large-scale metal discoveries across its global project portfolio announces an update regarding Company options.
Power Metal has received notices to exercise options by a former director over 11,113,929 new ordinary shares of 0.1 pence each in the Company (“Option Shares”) at an exercise price of 1.0 pence per new ordinary share raising an additional £111,139 for the Company.
Director Option Update
On 15 February 2019 Paul Johnson, Chief Executive Officer of the Company was awarded 13,613,929 options to subscribe for new ordinary shares of 0.1 pence each in the Company at an exercise price of 1.0p (“Director Options”). The Director Options had an expiry date of 15 February 2022.
On 15 February 2022 Paul Johnson was unable to exercise the Director Options being in a close period due to finalisation of the Company’s audited financial statements for the year ended 30 September 2021 and due to possession of inside information in relation to the Company’s exploration and corporate work activities.
Under the Director Option agreement clause 3.5 states:
“In the event the Option Holder is in possession of relevant price sensitive information or is restricted from dealing pursuant to the provisions of the Market Abuse Regulations or by any other share dealing code, applicable law or regulation and is thereby precluded from exercising the Options or any part thereof immediately prior to the Final Exercise Date, then the Final Exercise Date shall be deemed to be extended until the date which falls 10 business days after the later of the date on which the Option Holder ceases to be an insider or the date on which the close period or other prohibited period ends or is otherwise no longer prohibited.”
The Director Options are thereby automatically extended under clause 3.5 as outlined above.
Recognising the level of operational activity and anticipated news flow in the near term it is considered unlikely that the Director Options will be freely exercisable for some time and therefore the Company has agreed that the Director Options may be exercised up to 15 May 2022. All other terms of the Director Options remain unchanged.
Related Party Note
The extension of the Director Options held by Paul Johnson as outlined above, has been treated as a related party transaction pursuant to AIM Rule 13 of the AIM Rules for Companies.
Scott Richardson Brown and Edmund Shaw, being the independent Directors for the purposes of the extension of the expiry date of the Director Options held by Paul Johnson consider, having consulted with the Company’s nominated adviser, SP Angel, that the extension of the expiry date to 15 May 2022 of the Director Options held by Paul Johnson to be fair and reasonable insofar as the Shareholders are concerned.
ADMISSION AND TOTAL VOTING RIGHTS
Application will be made for the 11,113,929 Option Shares to be admitted to trading on AIM which is expected to occur on or around 24 February 2022 (“Admission”). The 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 1,466,953,915 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.