Insider Warrants & Options - Final Extension

RNS Number : 5595L

Power Metal Resources PLC

03 January 2023

 

3 January 2023

Power Metal Resources plc ("Power Metal" or the "Company")

Insider Warrants & Director Options - Final Extension

Power Metal Resources plc (LON:POW) the London listed exploration company seeking large-scale metal discoveries across its global project portfolio announcesan insider warrant and director options update.

Insider Warrant Update

In the December 2019 financing undertaken by the Company participants received warrants to subscribe for new ordinary shares of 0.1p in Power Metal at an exercise price of 0.7p per share with an expiry date of 17 December 2021 ("December 2021 Warrants"), which warrant exercise period was subsequently extended to 17 March 22, then 17 June 2022 and lastly to 31 December 2022 (see announcement 17 June 2022).

As at the expiry date Paul Johnson, Chief Executive Officer of the Company and Ed Shaw, Non- executive Director (together the "Insider Directors") held the following December 2021 Warrants ("Insider Warrants"):

Warrant Holder	N umber of Warrants	Exercise Price
Paul Johnson	6 ,250,000	0.7p
Ed Shaw	5 ,000,000	0.7p

The Insider Warrants were issued following participation in the December 2019 financing.

The Insider Directors are unable to exercise the Insider Warrants due to activities underway within the Company which preclude exercise at this time.

Under the December 2021 Warrant instrument Clause 2.3 provides that should any December 2021 Warrant holder be in the possession of price sensitive information and be thereby precluded from exercising warrant subscription rights, the exercise period shall be extended until 20 business days following the date on which the warrant holder ceases to be an insider.

The Insider Warrants will be automatically extended under clause 2.3 as outlined above, subject to the Final Extension outlined below.

Insider Option Update

On 15 February 2019 Paul Johnson, Chief Executive Officer of the Company was awarded 13,613,929 options to subscribe for new ordinary shares of 0.1 pence each in the Company at an exercise price of 1.0p ("Director Options").  The Director Options had an original expiry date of 15 February 2022, which was subsequently extended to 15 May 2022 and then 31 December 2022 (see announcement 17 May 2022).

Paul Johnson is unable to exercise the Director Options due to activities underway within the Company which preclude exercise at this time.

Under the Director Option agreement clause 3.5 states:

"In the event the Option Holder is in possession of relevant price sensitive information or is restricted from dealing pursuant to the provisions of the Market Abuse Regulations or by any other share dealing code, applicable law or regulation and is thereby precluded from exercising the Options or any part thereof immediately prior to the Final Exercise Date, then the Final Exercise Date shall be deemed to be extended until the date which falls 10 business days after the later of the date on which the Option Holder ceases to be an insider or the date on which the close period or other prohibited period ends or is otherwise no longer prohibited."

The Director Options will be automatically extended under clause 3.5 as outlined above, subject to the Final Extension outlined below.

Final Extension to Insider Warrants and Options

It is the Directors' intention to exercise the Insider Warrants and the Director Options as soon as they are able to do so and the Directors expect to be in a position to exercise in the foreseeable future.  Reflecting this the Company has granted a final extension to the Insider Warrants and Director Options to 30 June 2023 and should they be unexercised by or on that date, they will lapse (the "Final Extension").

Related Party Note

The extension of the Insider Warrants and Director Options held by Paul Johnson, and the Insider Warrants held by Ed Shaw as outlined above, have been treated as a related party transaction pursuant to AIM Rule 13 of the AIM Rules for Companies.

Scott Richardson Brown and Owain Morton, being the independent Directors for the purposes of the extension of the expiry date of the Insider Warrants and Director Options held by Paul Johnson and the Insider Warrants held by Ed Shaw consider, having consulted with the Company's nominated adviser, SP Angel, that the final extension of the expiry date to 30 June 2023 of the Insider Warrants and Director Options held by Paul Johnson, and the Insider Warrants held by Ed Shaw, to be fair and reasonable insofar as the Shareholders are concerned.

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
Paul Johnson (Chief Executive Officer)	[phone]
SP Angel Corporate Finance (Nomad and Joint Broker)
Ewan Leggat/Charlie Bouverat	[phone]
SI Capital Limited (Joint Broker)
Nick Emerson	[phone]
First Equity Limited (Joint Broker)
David Cockbill/Jason Robertson	[phone]

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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