Share Consolidation and Notice of General Meeting

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.

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 Ordinary Shares	6:00 pm on 26 March 2024
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/ or contact:

Power Metal Resources plc
Sean Wade (Chief Executive Officer)	[phone]
SP Angel Corporate Finance (Nomad and Joint Broker)
Ewan Leggat/Caroline Rowe/Harry Davies-Ball	[phone]
SI Capital Limited (Joint Broker)
Nick Emerson	[phone]
First Equity Limited (Joint Broker)
David Cockbill/Jason Robertson	[phone]

BlytheRay (PR Advisors)	[phone]
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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