REG - Power Metal Res. - Share Consolidation and Notice of General Meeting

Power Metal ResourcesAnnouncement

01/03/2024 07:00

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RNS Number : 0673F  Power Metal Resources PLC  01 March 2024

1 March 2024

Power Metal Resources PLC

("Power Metal" or the "Company")

Proposed Share Consolidation

and

Notice of General Meeting

Power Metal Resources PLC (AIM:POW), the London listed exploration company
with a global project portfolio, announces that a circular providing details
of the Board's proposed share consolidation (the "Circular") was posted to
shareholders today, along with the Company's Annual Report & Accounts for
the year ended 30 September 2023, and Notice of Annual General Meeting as
announced on 21 February 2024. The Circular also contains a Notice of General
Meeting ("GM") to take place immediately following the Annual General Meeting
at 11:00am on 26 March 2024 at Temple Chambers, 3-7 Temple Avenue, London,
EC4Y 0DT. 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 Consolidation

The Board is of the view that it would benefit the Company and the Company's
shareholders to reduce the number of Existing Ordinary Shares in issue by
consolidating the Existing Ordinary Shares on the basis of 1 New Ordinary
Share of 2p for every 20 Existing Ordinary Shares of 0.1p each ("Share
Consolidation").  This is expected to assist in reducing the volatility in
the Company's share price and enable a more consistent valuation of the
Company, making the Company's shares more attractive to institutional
shareholders.

The effect of the Share Consolidation will be that shareholders holding
Existing Ordinary Shares on the Company's register of members at 6:00 p.m. on
26 March 2024 will, on the implementation of the Share Consolidation, hold:

 

1 New Ordinary Share for every 20 Existing Ordinary Shares held on 26 March
2024.

 

The Share Consolidation requires the approval of the Company's shareholders by
way of ordinary resolution at the GM ("Consolidation Resolution"). Accordingly
the Directors unanimously recommend shareholders to vote in favour of the
Consolidation Resolution to be proposed at the GM.

 

As all shareholdings in the Company will be consolidated, the number of
ordinary shares held by each shareholder will be reduced as a result of the
Share Consolidation, but the percentage of the total issued ordinary share
capital of the Company held by each shareholder immediately before and
following the Share Consolidation will, save for fractional entitlements,
remain unchanged.

 

Application will be made to the London Stock Exchange for the New Ordinary
Shares resulting from the Consolidation to be admitted to trading on the AIM
Market of the London Stock Exchange in place of the Existing Ordinary Shares
("Admission"). Subject to the resolution at the GM being passed, dealings in
the Existing Ordinary Shares will cease at 6:00 p.m. on 26 March 2024 and it
is expected that Admission will become effective and that dealings in the New
Ordinary Shares will commence at 8:00 a.m. on 27 March 2024.

Expected Timetable of Principal Events*

 

 Publication and posting of Circular & Notice of GM                              1 March 2024
 Latest time and date for return of Form of Proxy for GM                         11:00am on 22 March 2024
 GM                                                                              11:00 am on 26 March 2024
 Announcement of the result of the GM                                             26 March 2024
 Record Date for the Share Consolidation and final date for trading in Existing  6:00 pm on 26 March 2024
 Ordinary Shares
 Expected date on which New Ordinary Shares will be admitted to trading on AIM   8:00 am on 27 March 2024
 Expected date on which CREST accounts credited with New Ordinary Shares         27 March 2024
 Expected date by which definitive new share certificates are to be despatched   Week commencing 8 April 2024

 

*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.

 

Proposed Share Consolidation

 

 Number of Existing Ordinary Shares expected to be in issue on the Record Date  2,213,468,340
 Conversion ratio of Existing Ordinary Shares to New Ordinary Shares            20:1
 Total number of New Ordinary Shares in issue following Share Consolidation     110,673,417
 Nominal share value pre-Share Consolidation                                    0.1p
 Nominal share value post-Share Consolidation                                   2p
 ISIN code for New Ordinary Shares                                              GB00BMFSSJ73
 SEDOL code for the New Ordinary Shares                                         BMFSSJ7

 

Issue of Equity

In order to facilitate the Share Consolidation, 16 new Existing Ordinary
Shares will be issued to SP Angel Corporate Finance LLP, the Company's joint
broker, such that prior to the Share Consolidation, the Company's issued share
capital will be exactly divisible by 20. These new Existing Ordinary Shares
will be issued at market value and sold in the market along with the
aggregation of any fractional entitlements at the best price reasonably
obtainable for the Company.

Application has therefore been made for the 16 new Existing Ordinary Shares to
be admitted to trading on AIM with admission expected to take place on 6 March
2024. These Ordinary Shares will rank pari passu in all respects with all
Existing Ordinary Shares in the Company.

Following admission of the 16 new Existing Ordinary Shares, the Company's
enlarged issued share capital will comprise 2,213,468,340 Ordinary Shares with
voting rights. This figure of 2,213,468,340 Ordinary Shares may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under the
Disclosure Rules and Transparency Rules of the United Kingdom Financial
Conduct Authority.

Unless otherwise indicated, all defined terms in this announcement shall have
the same meaning as described 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/
(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/Harry Davies-Ball                                     +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/Harry Davies-Ball

+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.

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 grow the
Company, or may be returned to shareholders through share buy backs, dividends
or in-specie distributions of assets.

 

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