REG - Power Metal - Insider Warrants & Options - Final Extension

Power Metal ResourcesAnnouncement

03/01/2023 16:00

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RNS Number : 5595L  Power Metal Resources PLC  03 January 2023

3 January 2023

Power Metal Resources plc ("Power Metal" or the "Company")

Insider Warrants & Director Options - Final Extension

Power Metal Resources plc (LON:POW) the London listed exploration company
seeking large-scale metal discoveries across its global project portfolio
announces an insider warrant and director options update.

Insider Warrant Update

In the December 2019 financing undertaken by the Company participants received
warrants to subscribe for new ordinary shares of 0.1p in Power Metal at an
exercise price of 0.7p per share with an expiry date of 17 December 2021
("December 2021 Warrants"), which warrant exercise period was subsequently
extended to 17 March 22, then 17 June 2022 and lastly to 31 December 2022 (see
announcement 17 June 2022).

As at the expiry date Paul Johnson, Chief Executive Officer of the Company and
Ed Shaw, Non- executive Director (together the "Insider Directors") held the
following December 2021 Warrants ("Insider Warrants"):

 Warrant Holder  Number of Warrants  Exercise Price

 Paul Johnson    6,250,000           0.7p
 Ed Shaw         5,000,000           0.7p

 

The Insider Warrants were issued following participation in the December 2019
financing.

The Insider Directors are unable to exercise the Insider Warrants due to
activities underway within the Company which preclude exercise at this time.

Under the December 2021 Warrant instrument Clause 2.3 provides that should any
December 2021 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.

The Insider Warrants will be automatically extended under clause 2.3 as
outlined above, subject to the Final Extension outlined below.

 

Insider 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 original expiry date of 15 February 2022, which was
subsequently extended to 15 May 2022 and then 31 December 2022 (see
announcement 17 May 2022).

 

Paul Johnson is unable to exercise the Director Options due to activities
underway within the Company which preclude exercise at this time.

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 will be automatically extended under clause 3.5 as
outlined above, subject to the Final Extension outlined below.

 

Final Extension to Insider Warrants and Options

It is the Directors' intention to exercise the Insider Warrants and the
Director Options as soon as they are able to do so and the Directors expect to
be in a position to exercise in the foreseeable future.  Reflecting this the
Company has granted a final extension to the Insider Warrants and Director
Options to 30 June 2023 and should they be unexercised by or on that date,
they will lapse (the "Final Extension").

Related Party Note

The extension of the Insider Warrants and Director Options held by Paul
Johnson, and the Insider Warrants held by Ed Shaw as outlined above, have been
treated as a related party transaction pursuant to AIM Rule 13 of the AIM
Rules for Companies.

Scott Richardson Brown and Owain Morton, being the independent Directors for
the purposes of the extension of the expiry date of the Insider Warrants and
Director Options held by Paul Johnson and the Insider Warrants held by Ed Shaw
consider, having consulted with the Company's nominated adviser, SP Angel,
that the final extension of the expiry date to 30 June 2023 of the Insider
Warrants and Director Options held by Paul Johnson, and the Insider Warrants
held by Ed Shaw, to be 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/
(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 - 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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