GSAe Agreement Update and Issue of Equity

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/ or contact:

Power Metal Resources plc
Sean Wade (Chief Executive Officer)	[phone]
SP Angel Corporate Finance LLP (Nomad and Joint Broker)
Ewan Leggat/Caroline Rowe	[phone]
Tamesis Partners LLP (Joint Broker)
Richard Greenfield/Charlie Bendon	[phone]
BlytheRay (PR Advisors) Tim Blythe/Megan Ray	[phone]

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.

 

END