REG - Power Metal - Placing with a Company Controlled by Rick Rule

Power Metal ResourcesAnnouncement

09/05/2023 08:15

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RNS Number : 7881Y  Power Metal Resources PLC  09 May 2023

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES

OR DISSEMINATION IN THE UNITED STATES OF AMERICA

 

9 May 2023

Power Metal Resources PLC

("Power Metal" or the "Company")

Placing of £2.71 million with Term Oil, a Company Controlled by Rick Rule

 

Power Metal Resources PLC (LON:POW), the London listed exploration company
seeking large-scale metal discoveries across its global project portfolio,
announces it has completed a placing (the "Placing") to raise gross proceeds
for the Company of approximately £2.715 million through the conditional issue
of 319,388,235 new ordinary shares of 0.1 pence each in the Company ("Placing
Shares") at a price of 0.85 pence per Placing Share (the "Placing Price").

Each Placing Share has an attaching warrant to subscribe for one new ordinary
share of 0.1 pence each in the Company ("Ordinary Shares") at an exercise
price of 2 pence with a 5-year term expiring 9 May 2028 ("Fundraising
Warrants").

As part of the Placing, the Company is pleased to announce that it has entered
into a Subscription   Agreement with Term Oil Inc., a company controlled by
Rick Rule ("Term Oil"), pursuant to which Term Oil will participate in the
Placing up to an amount of £1 million and not less than £0.5 million
("Subscription Agreement").

The net proceeds of the Placing will be used to further the Company's
exploration activities and for general working capital purposes.

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

"I am very pleased to be able to announce this capital raise and to reassure
shareholders that we are now in a sustainable position to advance our
exploration activities, most particularly in respect to our uranium portfolio.
Moreover, I am delighted to welcome Rick Rule's Term Oil vehicle to the
register and the new shareholders who are joining us with his endorsement.
This is not only a strong validation of our business model but also puts us on
a sound footing to continue to deliver our goal of unlocking the significant
inherent value in our portfolio."

 

FURTHER FUNDRAISING INFORMATION

§ The Company has raised £2.715 million before expenses through the issue of
319,388,235 Placing Shares at the Placing Price of 0.85 pence per Placing
Share.

 

§ Each Placing Share has attached one Fundraising Warrant to subscribe for
one new Ordinary Share at an exercise price of 2 pence with a 5-year term
expiring 9 May 2028.

 

§ Should the Power Metal share price exceed a daily volume weighted average
share price of 3 pence for five consecutive trading days, Power Metal may
issue a written notice to Fundraising Warrant holders to exercise Placing
Warrants within 20 trading days, or the Fundraising Warrants will be
cancelled.

 

§ Sean Wade, the Chief Executive Officer of the Company, has committed to
subscribe for 11,764,705 Placing Shares.

 

§ The Placing was undertaken by the Company's joint broker First Equity
Limited.

 

§ The Placing was completed to accredited investors (as defined in National
Instrument 45-106 Prospectus Exemptions) in all provinces of Canada, to
accredited investors (as defined in section 501(a) of Regulation D under the
Securities Act of 1933, as amended(the "1933 Act")) in the United States of
America pursuant to an exemption from the registration requirements of
Regulation D and, with the consent of the Company, to suitable investors in
other eligible foreign jurisdictions (other than Canada and the United States)
pursuant to applicable private placement exemptions under applicable
securities laws in such jurisdictions if no prospectus, registration statement
or similar document is required to be filed in such jurisdiction and the
Company does not become subject to continuous disclosure obligations in such
jurisdiction.

 

This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States of America. The
securities have not been and will not be registered under the United States
Securities Act of 1933, as amended, (the "1933 Act") or any state securities
laws and may not be offered or sold within the United States or to U.S.
Persons (as defined in the 1933 Act) unless registered under the 1933 Act and
applicable state securities laws, or an exemption from such registration
requirement is available.

 

ADMISSION AND TOTAL VOTING RIGHTS

Application will be made for the 319,388,235 Placing Shares to be admitted to
trading on AIM which is expected to occur on or around 12 May 2023
("Admission"). The Placing Shares will rank pari passu in all respects with
the existing Ordinary Shares currently traded on AIM.

Following Admission, the Company's issued share capital will
comprise 2,058,421,913 ordinary shares of 0.1 pence 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.

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.

PDMR Disclosure

 

The notifications below, made in accordance with the requirements of MAR,
provide further detail on director's share dealing.

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         1.    Sean Wade

 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  ordinary shares of 0.1p each

      Identification code                                          ISIN: GB00BYWJZ743

 b)   Nature of the transaction                                    1.    Issue of Placing Shares

                                                                   2.    Issue of Fundraising Warrants

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     1.    0.85p       11,764,705

                                                                                     2.    2.00p       11,764,705

 d)   Aggregated information

      - Aggregated volume                                          1. 11,764,705

                                                                   2. 11,764,705

      - Price                                                      1. 0.85p

                                                                   2. 2.00p

 e)   Date of the transaction                                      09/05/2023

 f)   Place of the transaction                                     Off market

 

 

For further information please visit https://www.powermetalresources.com/
(https://www.powermetalresources.com/) or contact:

 Power Metal Resources plc
 Sean Wade (Chief Executive Officer)                                                 +44 (0) 20 3778 1396

 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) 14 8341 3500

 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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