Power Metal Regulatory News (POW)

4 November 2022

Power Metal Resources PLC

("Power Metal" or the "Company")

Disposal of E-12 Uranium Property - Saskatchewan, Canada

Power Metal Resources plc (LON:POW), the London listed exploration company seeking large-scale metal discoveries across its global project portfolio announces the conditional disposal of its 100% owned E-12 Uranium Property ("E-12" or the "Property").

HIGHLIGHTS:

E-12 Property

- E-12 is a 13km2 Property located immediately south of the prolific Athabasca Basin in Northern Saskatchewan, Canada.

- E-12 is one of twelve* uranium properties held by 102134984 Saskatchewan Ltd ("Power Sask"), a wholly owned subsidiary of Power Metal Resources Canada Inc. ("POW Canada") which is a wholly owned subsidiary of Power Metal.

Acquirer - Teathers Financial

- Teathers Financial is currently in the advance stages of preparing for a change of business to become a uranium exploration focused company which plans undertake an initial public offering on the London capital markets - targeted for Q4 2022 (the "Listing"). Teathers is to be renamed Uranium Energy Exploration Plc with the ticker symbol 'UEE'.

- On 8 August 2022 Power Metal announced the conditional disposal of its interest in 100% owned Reitenbach uranium property to Teathers Financial.

The Transaction

- A Property Purchase Agreement (the "Agreement") has been signed for Teathers Financial Plc ("Teathers Financial" or "Teathers") to conditionally acquire 100% ownership of the Property, subject to completion of the Listing by 31 December 2022.

- The consideration payable is £250,000 in Teathers Financial new ordinary shares of 0.1p ("Ordinary Shares") at an issue price of 1.24114 pence per Ordinary Share and the retention of a 2% Net Smelter Return royalty over the Property (see detailed terms below).

- Following completion of the E-12 disposal and the disposal of Reitenbach uranium property (announced on 8 August 2022), Power Metal will hold 118,842,853 shares in Teathers Financial or 73.75% of expected issued share capital prior to its planned IPO financing, expected to be undertaken later this current quarter.

- \* The twelve uranium properties include Reitenbach uranium property the conditional disposal of which was announced on 8 August 2022 and the E-12 property, the conditional disposal of which is announced today.

Paul Johnson, Chief Executive Officer of Power Metal Resources PLC commented:

"Upon its planned listing, Uranium Energy Exploration Plc will be the only Athabasca Basin focused junior exploration company in the London capital markets and intends to explore and advance the Reitenbach and E-12 uranium properties at pace.

Exploration work done so far across both properties has demonstrated extensive uranium prospectivity and the design of planned work programmes is well underway.

Final preparations for listing of Uranium Energy Exploration Plc are now underway and the aim is for the listing to occur by the end of this year."

TRANSACTION TERMS

For the sale of 100% of Power Canada's interest in the E-12 Property, one of twelve* uranium focused properties held by Power Canada within and surrounding the Athabasca Basin, Saskatchewan, Canada, the following consideration is payable:

· The issue to Power Sask of 20,142,853 Teathers Financial new ordinary shares ("Ordinary Shares") at a price of 1.24114p per share for a total value of £250,000.

· Power Sask will retain a 2% Net Smelter Return ("NSR") royalty the E-12 Property, 1% which can be bought back by Teathers Financial at any time prior to production for £750,000.

· Following completion of the E-12 disposal and the disposal of Reitenbach property announced on 8 August 2022, Power Metal will hold 118,842,853 shares in Teathers Financial or 73.75% of current issued share capital prior to its planned IPO financing, expected to be undertaken later this current quarter.

· The NSR's on the Reitenbach and E-12 properties will be sold and transferred to Power Metal or its wholly owned nominee at a total value of CAD$50,000 on completion of the transaction.

The transaction is conditional on:

- The approval of Teathers Financial shareholders to the transaction and to a Rule 9 Whitewash arrangement, enabling Power Metal to acquire its interest without a requirement to make an offer for the entire company.

- The London Listing of Teathers Financial.

- Note: the Reitenbach disposal was conditional upon Teathers Financial securing a £125,000 pre-IPO financing to cover transactional costs in relation to the planned listing. This condition has been satisfied.

TEATHERS FINANCIAL

Recent IPO and Exploration Workstreams

Since the conditional acquisition of the Reitenbach uranium property on 8 August 2022, Teathers has finalised multiple work streams relating to their planned listing and made multiple technical advancements of the Reitenbach property which are covered within the link below:

https://www.londonstockexchange.com/news-article/POW/reitenbach-uranium-disposal-progress-update/15620258

This includes successful completion of a £125,000 pre-IPO financing and progress in respect of ongoing exploration including:

§ The identification of multiple significant uranium prospective anomalies across the Reitenbach property including a 'New Lake Geochem Zone' which is highlighted by extremely high-tenor U-in-lake sediment results.

§ Additional staking of 1,333 hectares (13.33Km2) completed to cover the new prospective zone, increasing the size of the Reitenbach property.

Proposed Listing Board

- Mr Sandy Barblett has recently joined Teathers as a Non-executive Director. Sandy has over 25 years of senior management experience across numerous sectors. Mr Barblett is an experienced director and adviser, for both private and listed companies, in relation to raising private equity and general fundraising, admission to public markets, strategy and management selection. He is a founder and advisor to the Eastern Heavy Minerals project which is the sole project for AIM quoted Capital Metals PLC, currently Chairman of East Star Resources PLC and IamFire PLC. Mr Barblett has a Bachelor of Business from Curtin University of Technology in Perth, Australia, and a Bachelor or Laws from the University of Queensland.

- Upon listing of Teathers, the board of directors is expected to consist of Sean Wade (CEO and Executive Director), Sandy Barblett (Non-executive Director) and Mario Visconti (Non-executive Director).

Uranium Sector - Market Conditions

- The level of interest surrounding various uranium focused investment opportunities remains robust, which is further bolstered by the return of an increasing uranium spot price.

- Transactional deal flow also remains robust with considerable quantum associated with a number of recent Athabasca Basin focused property deals (e.g. Skyharbour Resources Ltd (TSXv:SYH) earn-in option agreement for the disposal of up to a 75% interest in their South Falcon East property - Announced on 20 October 2022 https://skyharbourltd.com/news-media/news/).

- Multiple successful ASX-listed IPO's have been undertaken, some of which are focused on the prolific Athabasca Basin (e.g. Basin Energy Ltd (ASX:BSN) recently completed a $9M AUD oversubscribed IPO financing https://www2.asx.com.au/markets/company/bsn)

- Assuming completion of the Reitenbach and E-12 property acquisitions, and prior to shares issued in respect of an IPO financing, Teathers will have a £2million valuation, placing it at the very low end of its peer group in terms of comparable valuations for Athabasca Basin focused uranium explorers.

- Power Metal expects to hold an interest of circa 50-55% in Teathers upon listing, with the actual holding dependent upon the IPO financing quantum and pricing.

NEXT STEPS

· Exploration programmes are currently being planned across the E-12 and Reitenbach uranium properties, which will be carried out by Teathers Financial in 2023, following their planned listing on the London capital markets.

· This exploration work is expected to include geophysical surveys across the Reitenbach property in Q1 2023, to delineate targets for follow on inaugural drilling.

· Power Metal, with its in house technical group with expertise in uranium exploration, have agreed to provide Teathers with ongoing technical consulting services relating to planned and future exploration programmes on both properties.

· Reflecting the growing interest shown from third parties, comprehensive datarooms and factsheets have been compiled over all of the Company's Saskatchewan based uranium assets. 

THE E-12 PROPERTY

A detailed breakdown of all publicly available technical information over the E-12 Uranium Property was released to the market on 24 March 2022 and can be found at the link below:

https://www.londonstockexchange.com/news-article/POW/uranium-portfolio-update-athabasca-basin-canada/15381520

The Power Metal book value of the E-12 Property is £5,797 and no losses have been recorded in respect of the Property in the year ended 30 September 2022, with all costs capitalised.

URANIUM PROPERTIES - HOLDING STRUCTURE

Power Metal has a 100%-owned subsidiary Power Metal Resources Canada Inc ("Power Canada"), which acts as the holding Company for certain Canadian project operations. Power Canada has a wholly owned subsidiary, 102134984 Saskatchewan Ltd, which is the holder of the Company's Athabasca uranium portfolio outlined in Table 1.

Table 1: 102134984 Saskatchewan Ltd., Athabasca Basin Property Holdings

*E-12 Property conditionally disposed to Teathers Financial PLC as announced today.

**Reitenbach Property conditionally disposed to Teathers Financial PLC as announced 8 August 2022.

***Newly staked ground as announced 8 September 2022

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:

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.

Exploration Work Overview

Power Metal has multiple internal exploration programmes completed or underway, with results awaited. The status for each of the Company's priority exploration projects is outlined in the table below.

# subject to completion of acquisition announced 18.5.22 for which regulatory approval confirmed 28.10.22

Exploration work programmes may also be underway within Power Metal investee companies and planned IPO vehicles where Power Metal has a material interest, the findings from which will be released on their respective websites, with simultaneous updates through Power Metal regulatory announcements where required. These interests are summarised in the table below: