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Power Metal Resources #POW – Warrant Update & Extension of Insider Warrants

Power Metal Resources PLC (LON:POW) the AIM listed metals exploration and development company is pleased to provide a warrant update for shareholders.

Update Regarding Exercise of Warrants Expiring February 2021

On 18 February 2019 the Company issued warrants (the “February 2019 Warrants”) as part of the refinancing of the Company as outlined below:

Description

Number of Warrants

Exercise Price

Financing Warrants

200,000,000

1.0p

Advisor Warrants

5,000,000

1.0p

Debt Settlement Warrants

6,000,000

0.5p

All February 2019 Warrants carried a two-year life which ended yesterday on 18 February 2021.

Power Metal can now confirm that, save for the 40 million Financing Warrants held by insiders and connected parties, further details of which are provided below (the “Insider Warrants”), the Company has received valid exercise notices for 100% of all the February 2019 Warrants.

The Company is currently processing exercise notices and will provide an Exercise of Warrants market announcement in the coming days. 

Warrant Exercise Proceeds and Working Capital Summary

In total the exercise of the February 2019 Warrants to date has raised an additional £1.68 million for the Company and in total all warrant exercises in 2020/2021 have raised circa £2.9million. 

This inflow of monies has significantly increased the Company’s working capital, including cash and listed investments, which currently stands at circa £3.28 million.

Extension of Insider Warrants

As at 18 February 2021 the following February 2019 Warrants held by Directors or their related parties  remained outstanding (“Insider Warrants”):

Warrant Holder

N umber of Warrants

Exercise Price

Paul Johnson

10,000,000

1.0p

Andrew Bell

10,000,000

1.0p

Red Rock Resources plc

20,000,000

1.0p

The Insider warrants were issued following participation in the February 2019 Financing.

The Company is currently finalising its audited financial statements for the year ended 30 September 2020, which Power Metal expects will be announced to the market in the week commencing 22 February 2021, consequently the Company is in a close period.

In addition the Company is currently managing numerous exploration programmes and corporate activities across its portfolio, including matters pertaining to its Australian gold joint venture, Red Rock Australasia Pty Limited, in which the Company holds a 49.9% interest (with joint venture partner Red Rock Resources plc (LON:RRR) holding 50.1%).

As a result, the February 2019 Warrants held by Paul Johnson (Chief Executive Officer of Power Metal), Andrew Bell (Chairman of Power Metal and Red Rock Resources plc) and those held by Red Rock Resources plc, could not be exercised on the expiry date of 18 February 2021 and may be extended under the warrant instrument, as outlined below.

Under the February 2019 Warrant instrument clause 2.3 provides that should any February 2019 Warrant holder be in the possession of price sensitive information and be thereby precluded from exercising warrant subscription rights, the exercise period shall be extended until 20 business days following the date on which the Warrant holder ceases to be an insider.

Given the level of ongoing operational activity there is a material likelihood that the receipt of price sensitive information could frequently restrict the ability of Paul Johnson, Andrew Bell and Red Rock Resources plc to exercise the February 2019 warrants.

Reflecting the above the Company has extended the Insider Warrants expiry date by three months to a new expiry date of 18 May 2021. 

RELATED PARTY NOTE

The extension of the Insider Warrants held by Paul Johnson, Andrew Bell and Red Rock Resources Plc as outlined above, have been treated as a related party transaction for the purposes of AIM Rule 13.  

Scott Richardson Brown and Edmund Shaw, being the independent Directors for the purposes of the extension of the expiry date of the Insider Warrants held by Paul Johnson and Andrew Bell and Red Rock Resources Plc consider, having consulted with the Company’s nominated adviser, SP Angel, that the extension of the warrant expiry date to 18 May 2021 to such related parties is fair and reasonable insofar as the Shareholders are concerned.

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 (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 precious metal exploration in North America and Australia together with base and strategic metal exploration in Africa. Project interests range from early stage greenfield exploration to later stage prospects currently subject to drill programmes.

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.

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