REG - Power Metal Res. - Power Metal becomes 75% owners of GSAe

Power Metal ResourcesAnnouncement

20/05/2024 07:00

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RNS Number : 0068P  Power Metal Resources PLC  20 May 2024

20 May 2024

Power Metal Resources PLC

("Power Metal" or the "Company")

Completed Acquisition - Strategic Metals Extraction

Power Metal becomes 75% owners of GSA (Environmental) Limited

Power Metal Resources PLC (AIM:POW, OTCQB:POWMF), the London-listed
exploration company seeking large-scale metal discoveries across its global
project portfolio, is pleased to announce the completion of the acquisition of
75% of the Issued Share Capital ("ISC") of GSA (Environmental) Limited
("GSAe") initially announced on 29 February 2024.

Following successful completion of due diligence and customary pre-conditions,
all parties have executed on the Share Purchase Agreement (the "Agreement")
making Power Metal 75% owners of GSAe.

GSAe is a privately owned UK-headquartered engineering technology provider and
process licensor, which specialises in the extraction of critical and
strategic metals from 'secondary sources' including power station ash,
refinery waste, titanium dioxide waste and spent catalysts focused on creating
a suite of by products rather than industrial waste. GSAe aspires to be the
first-choice global provider of technological solutions to environmental
problems posed by toxic metals in waste products.

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

"I am delighted to announce the completion of this seminal transaction for
Power Metal. We have very exciting plans for this business and are looking
forward to updating shareholders soon on contract signings and progress
towards a significant revenue contribution to the Power Metal portfolio."

 

CORPORATE HIGHLIGHTS GSAe

§ Founded in 2003, GSAe specialises in metals extraction from secondary
sources (e.g. refinery residues, Titanium Dioxide ("TiO2") waste, fly ash,
spent catalysts), providing a sustainable source of strategic metals including
scandium, yttrium, niobium and other rare earth elements (REE) as well as
vanadium and nickel all for use in high growth advanced manufacturing.

§ GSAe's robust and adaptive technology enables the production of high purity
strategically important metals at production costs that substantially undercut
traditional mining routes. Using hydrometallurgical techniques, GSAe's metals
extraction technology allows for improved sustainability combined with reduced
environmental impact by preventing otherwise harmful compounds going to
landfill. It aspires to negate the need for landfill by creating a suite of
by-products for use in other industries.

§ GSAe currently has two Memorandum of Understanding in place with major
Saudi Arabian supplies of vanadium and nickel bearing fly ash with advanced
research due to commence shortly to optimise the metal extraction process
route to enable detailed plant design, construction, commissioning and even
operation as required for potentially several treatment facilities initially
in Saudi Arabia.

§ GSAe is currently working with a UK firm on the next phase of a program to
develop a demonstration scale plant in the UK to process two types of
industrial waste for extraction of critical metals from a single plant in the
region of 20,000 ton per annum throughput. On successful implementation of
this plant, initial discussions have commenced on the potential to construct a
much larger plant with a targeted 200,000 ton a year capacity for long term
processing and metal extraction as well as zero waste production also in the
UK.

§ GSAe is working with a major Saudi Arabian mining company to evaluate
processes to extract REE and other strategic metals from tens of millions of
tons of mine tailings in Saudi Arabia.

§ GSAe is in discussions with several mining and smelting companies to find
solutions for their current and future mine tailings and slag residue.

§ GSAe currently have a UK Government Grant through Innovate UK for research
in a consortium consisting of GSAe and the University of Lincoln ("UoL") as
partners, alongside commercial supplier MLC (formerly Mississippi Lime
Company) and metals trader Lipmann Walton & Co Ltd whereby GSAe leads the
project and provide patented technology for metals extraction and
concentration. UoL is contributing proprietary technology in polymer
manufacturing and filtering, while MLC will supply waste samples and offer
technical advice. With over 2 million tonnes of metal-containing waste in
landfills in the UK alone this research is a significant step towards a
commercial operation with GSAe partnership.

 

 

AGREEMENT TERMS

Maximum total consideration payable is capped at £1 million, structured as
follows:

-      Power Metal will pay initial consideration of £75,000 through the
issue of new ordinary shares of 2p each ("Ordinary Shares") in Power Metal at
an issue price of 14.5813p each, being the volume weighted average price
("VWAP") in the 5 trading days immediately prior to the completion of
conditions precedent, which occurred on 17 May 2024 (the "Effective Date").
Accordingly, 514,357 new Ordinary Shares ("Consideration Shares") will be
issued;

 

-      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; and

 

-      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 First 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 Second Anniversary Date,
conditional upon GSAe recording a profit in the relevant period of no less
than £1,000,000.

 

ADMISSION AND TOTAL VOTING RIGHTS

Application will be made for the 514,357 Consideration Shares to be admitted
to trading on AIM which is expected to occur at 8.00 a.m. on or around 24 May
2024 ("Admission"). The Consideration Shares will rank pari passu in all
respects with the Ordinary Shares of the Company currently traded on AIM.

Following Admission, the Company's issued share capital will
comprise 111,187,774 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.

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

 SP Angel Corporate Finance (Nomad and Joint Broker)
 Ewan Leggat/Caroline Rowe                                                       +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

SP Angel Corporate Finance (Nomad and Joint Broker)

Ewan Leggat/Caroline Rowe

+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

 

 BlytheRay (PR Advisors)                            +44 (0) 20 7138 3204
 Tim Blythe
 Megan Ray

 

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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