REG - Power Metal Res. - GSAe Agreement Update and Issue of Equity

Power Metal ResourcesAnnouncement

24/12/2024 07:00

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RNS Number : 1847R  Power Metal Resources PLC  24 December 2024

24 December 2024

Power Metal Resources PLC

("Power Metal" or the "Company")

GSAe Agreement Update and Issue of Equity

Power Metal Resources PLC (AIM:POW, OTCQB:POWMF), the London listed
exploration company with a global project portfolio, is pleased to provide an
update on the binding heads of terms ("Agreement Terms") signed earlier this
year with GSA (Environmental) Ltd ("GSAe") to conditionally acquire 75% of the
entire issued share capital of GSAe, announcements dated 29 February 2024 and
20 May 2024.

GSAe has now entered into a commercial agreement with a third-party, Flyash
Metal Recovery ("Flyash Metal Recovery Agreement"). As a result, the second
part of the Agreement Terms has been executed, relating to £75,000 payable
through the issue of 534,188 new ordinary shares of Power Metal at an issue
price of £0.1404 in the 5 trading days from 19(th) December 2024 close price
("Consideration Shares").

GSAe is an engineering technology provider and process licensor with over 25
years of global project experience in the remediation and reprocessing of a
wide range of industrial waste. Its world leading technology enables the
economic extraction of critical and strategic metals from 'secondary sources'
such as power station ash, refinery residues, titanium dioxide waste and spent
catalysts. GSAe's ongoing research into new processes is expected to lead to
expansion into other products including mining waste and tailings dumps.

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

"I am pleased to see the encouraging progress from GSAe and, through the
execution of this term, a further realisation of the value from this agreement
for both parties.

"GSAe's robust and adaptive technology has wide-ranging applications, and we
look forward to continuing our partnership as the GSAe team progresses on the
exciting potential evident across their operations."

The Agreement Terms, signed on 29 February 2024, provided for a maximum total
consideration payable capped at £1 million, structured as follows:

-      Power Metal will pay initial consideration of £75,000 through the
issue of Ordinary Shares in Power Metal at an issue price equal to the volume
weighted average price ("VWAP") in the 5 trading days immediately prior to the
completion of conditions precedent set out below (the "Effective Date");

 

-      Immediately upon execution by GSAe of a commercial agreement with
a third-party of no less than £160,000 value (the "Third-Party Agreement
Date"), £75,000 payable through the issue of Power Metal Ordinary Shares at
an issue price equal to the VWAP in the 5 trading days immediately prior to
the Third-Party Agreement Date;

 

-      Upon the first anniversary of the Effective Date (the "First
Anniversary Date"), £250,000 payable at the sole discretion of GSAe in cash
or by the issue of Power Metal Ordinary Shares at an issue price equal to the
VWAP in the 5 trading days immediately prior to the First Anniversary Date,
conditional upon GSAe recording a profit in the relevant period of no less
than £450,000;

 

-      Upon the second anniversary of the Effective Date (the "Second
Anniversary Date"), £250,000 payable at the sole discretion of GSAe in cash
or by the issue of Power Metal Ordinary Shares at an issue price equal to the
VWAP in the 5 trading days immediately prior to the Second Anniversary Date,
conditional upon GSAe recording a profit in the relevant period of no less
than £650,000; and

 

-      Upon the third anniversary of the Effective Date (the "Third
Anniversary Date"), £350,000 payable at the sole discretion of GSAe in cash
or by the issue of Power Metal Ordinary Shares at an issue price equal to the
VWAP in the 5 trading days immediately prior to the Third Anniversary Date,
conditional upon GSAe recording a profit in the relevant period of no less
than £1,000,000.

 

ACAM LP Loan Note Interest Payment - Issue of Equity

On the 3 June 2024 the Company and ACAM entered into a legally binding
subscription agreement in which ACAM subscribed for 2,000,000 Loan Notes of
£1 with 13,333,333 attaching Warrants, for proceeds of £2 million to the
Company. Power Metal has advised ACAM LP that the first interest payments on
the Loan Notes will be paid with Power Metal ordinary shares of 2.0p each
("Interest Shares"). An application will be made for 703,037 Interest Shares
to be issued at £0.14224 per share for a value of £100,000. The Interest
Shares are to be admitted to trading on AIM which is expected to occur at 8.00
a.m. on or around  3 January 2025 ("Admission").

Settlement of Fees - Issue of Equity

The Company has agreed with a supplier of professional services with an
invoice value totalling £12,000 that their fees will be settled through the
issue of 85,470 new ordinary shares of 2.0p each of Power Metals ("Fee
Shares") at a price of £0.1404 per share.

Admission and Total Voting Rights

Application will be made for the 534,188 Consideration  Shares, the 703,037
Interest Shares and 85,470 Fee Shares (a total of 1,322,695 new ordinary
shares of the Company) to be admitted to trading on AIM which is expected to
occur at 8.00 a.m. on or around 3 January 2025 ("Admission"). The
Consideration Shares will rank pari passu in all respects with the 114,287,742
existing ordinary ahares of the Company currently traded on AIM.

Following Admission, the Company's issued share capital will comprise
115,610,437 ordinary shares of 2p 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.

 

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 LLP (Nomad and Joint Broker)
 Ewan Leggat/Caroline Rowe                                                       +44 (0) 20 3470 0470

 Tamesis Partners LLP (Joint Broker)
 Richard Greenfield/Charlie Bendon                                               +44 (0) 20 3882 2868

 BlytheRay (PR Advisors)                                                         +44 (0) 20 7138 3204

Tim Blythe/Megan Ray

 

NOTES TO EDITORS

Power Metal Resources plc - Background

Power Metal Resources plc (AIM:POW, OTCQB:POWMF) is a London-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, Saudi Arabia 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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