REG - Power Metal Res. - Notice of General Meeting

Power Metal ResourcesAnnouncement

Mon 07:00

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RNS Number : 9134D  Power Metal Resources PLC  20 October 2025

20 October 2025

 

Power Metal Resources PLC

 

("Power Metal", "POW" or the "Company")

 

Proposed Share Capital Reduction

 

and

 

Notice of General Meeting

 

Power Metal Resources PLC (AIM:POW), the London listed natural resources
exploration company and project incubator with a global project portfolio,
announces that a circular (the "Circular") providing details of the Board's
proposed share capital reduction ("Share Capital Reduction") will be posted to
the shareholders today, containing a Notice of General Meeting ("Notice of
GM") to take place at Guildhall Room, 85 Gresham Street, London, EC2V 7NQ,
United Kingdom, at 10:30a.m. (London time), on Monday 10 November 2025. The
Share Capital Reduction is being advanced in connection with the RNS released
on 19 September 2025 and is an ordinary course Share Capital Reduction with
the intention of creating sufficient distributable reserves to facilitate a
potential return of capital to shareholders. A copy of the Circular and Notice
of GM will shortly be available on the Company's website at
www.powermetalresources.com (http://www.powermetalresources.com) .

 

Proposed Share Capital Reduction

The Board is of the view that it would benefit the Company and the Company's
shareholders to effect the Share Capital Reduction by cancelling its: (i)
Deferred Shares and Deferred A Shares (none of which carry any rights to vote,
participate in the profits of the Company or in any distribution of the
Company's assets, save in limited circumstances upon a winding-up,
collectively, hereinafter referred to as the "Non-Voting Shares"), (ii) Share
Premium Account, and (iii) Capital Redemption Reserve.

 

The Company may then apply the sums resulting from the Share Capital Reduction
to its distributable reserves providing the Company with the flexibility to be
able to absorb future losses and/or (subject to compliance with applicable
laws) effect distributions or other returns of capital to shareholders.

 

It is anticipated that the cancellation of the Non-Voting Shares and the
balance of the Share Premium Account will, subject to the discharge of any
undertakings or consents required by the Court, be sufficient to eliminate the
deficit in respect of accumulated losses on the Company's balance sheet, and
thereby create a positive balance.

 

General Meeting

The Share Capital Reduction requires the approval of the Company's
shareholders by way of certain special resolutions to be proposed at the
General Meeting ("GM") on Monday 10 November 2025 (the "Resolutions").
Accordingly, the Directors unanimously recommend that shareholders vote in
favour of the Resolutions to be proposed at the GM.

There will be no change in the number of Ordinary Shares in issue, or the
rights attached to the Ordinary Shares, following the implementation of the
Share Capital Reduction and it is not anticipated that the market price of the
Ordinary Shares immediately following the Share Capital Reduction in itself
will differ from the market price of the Ordinary Shares immediately prior to
the Share Capital Reduction.

 

If the Resolutions to reduce the Company's share capital are passed by
Shareholders, the Company will then seek the confirmation of the Court to
approve the Share Capital Reduction.

 

It is expected that the Court will confirm the Share Capital Reduction at a
Final Hearing. A further announcement will be released in this regard.

 

The Board reserves the right to abandon or to discontinue (in whole or in
part) the application to the Court in the event that the Board considers that
the terms on which the Share Capital Reduction would be (or would be likely to
be) confirmed by the Court to not be in the best interest of the Company
and/or its Shareholders as a whole.

 

Resolutions

1.    A special resolution to approve the reduction and cancellation of
paid up capital to the extent of £0.009 on each issued Deferred Share.

 

2.    A special resolution to approve the reduction and cancellation of
paid up capital to the extent of £0.00099 on each Deferred A Share.

 

3.    A special resolution to approve the cancellation of the Company's
Share Premium Account.

 

4.    A special resolution to approve the cancellation of the Company's
Capital Redemption Reserve.

 

5.    A special resolution to amend the Company's Articles of Association
to reflect the cancellation of the Non-Voting Shares.

 

Expected Timetable of Principal Events

 Publication and posting of Circular & Notice of GM      20 October 2025
 Latest time and date to return Form of Proxy for GM      10:30 a.m. (London time) on 6 November 2025
 General Meeting                                         10:30 a.m. (London time) on 10 November 2025
 Announcement of the result of the GM                    10 November 2025

 

*The above times and/or dates are indicative only and may change. If any of
the above times and/or dates change, the revised times and/or dates will be
notified by announcement through a Regulatory Information Service.

 

Unless otherwise indicated, all defined terms in this announcement shall have
the same meaning as those terms defined in the Circular.

 

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
 Sean Wade (Chief Executive Officer)                      +44 (0) 20 3778 1396

 SP Angel Corporate Finance LLP (Nomad and Joint Broker)
 Ewan Leggat/Jen Clarke                                   +44 (0) 20 3470 0470

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

 BlytheRay (PR Advisors)
 Tim Blythe/Alastair Roberts                              +44 (0) 20 7138 3204

 powermetalresources@blytheray.com

NOTES TO EDITORS

 Power Metal Resources plc (AIM: POW, OTCQB: POWMF) is a London-listed
 natural resources exploration company and project incubator 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, Oman 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.

NOTES TO EDITORS

Power Metal Resources plc (AIM: POW, OTCQB: POWMF) is a London-listed
natural resources exploration company and project incubator 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, Oman 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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