Power Metal Resources PLC Regulatory News (POW)

11 May 2022

Power Metal Resources PLC

("Power Metal" or the "Company")

First Development Resources Australia - Corporate Update

Power Metal Resources plc (LON:POW), the London listed exploration company seeking large-scale metal discoveries across its global project portfolio, announces a corporate update for its 83.33% owned subsidiary First Development Resources Limited ("FDR UK").

ACQUISITION OF PARDOO RESOURCES PTY LIMITED

Background

Power Metal has signed an Agreement ("Agreement") for the 100% acquisition of Pardoo Resources Pty Limited ("Pardoo") by FDR UK.

Pardoo is an Australian resource exploration project holding company which currently holds projects in trust for First Development Resources Pty Limited ("FDR Australia"), a wholly owned Australian subsidiary of FDR UK.

The projects held in trust are in the Paterson Province of Western Australia (the Paterson "Interests" or "Projects") and include:

- Wallal West 1 Project (E45/5853) a granted exploration licence which covers 96km2;

- Wallal West 2 Project (E45/5880) a granted exploration licence covering 86km2 and;

- Braeside West Project (E45/5854) a granted exploration licence covering 137km2.

FDR UK acquired a 100% interest in FDR Australia on 29 October 2021 and the announcement in respect of the acquisition may be viewed through the following link:

https://www.londonstockexchange.com/news-article/POW/power-metal-acquires-100-of-fdr-australia/15193248

The acquisition of Pardoo expedites the corporate restructuring of FDR UK, its subsidiaries & interests and allows FDR UK to avoid a costly and time-consuming inter-company transfer of strategically important exploration licences which are now within the FDR UK group holding company structure.

Pardoo Acquisition Terms

For the acquisition of the entire share capital of Pardoo by FDR UK, the consideration payable to the shareholders of Pardoo (the "Vendors") is as follows:

- FDR UK will pay consideration of AU$7,000 (£3,839) in cash

- The Vendors will receive 300,000 new FDR UK Ordinary Shares at an issue price of 6.67 pence per share (a value of £20,010 and post share issue this represents 0.66% of FDR UK issued share capital).

The AU$7,000 cash payment is to cover costs associated with financial accounting to prepare Pardoo for this transaction and on completion of the acquisition Pardoo will carry no outstanding liabilities.

The Vendors and their professional licencing and geological teams will continue to provide ongoing assistance and work with FDR UK post completion of the acquisition.

Following completion of this transaction, Power Metal will hold 82.78% of FDR UK.

In the nine months ended 30 April 2022 Pardoo had a net loss of AU$96 and at 30 April 2022 Pardoo had net assets of AU$4.

EXERCISE OF RIPON HILLS OPTION

Background

The original acquisition of FDR Australia was announced on 29 October 2021 and this announcement may be viewed through the link below:

https://www.londonstockexchange.com/news-article/POW/power-metal-acquires-100-of-fdr-australia/15193248

Option Exercise Terms

Within the above announcement were the terms for an option (the "Option") to acquire the Ripon Hills Project ("Ripon Hills") and an extract covering this is provided below:

"Ripon Hills E45/5088 Option

FDR UK may, at any time within 12 months of the date of signing of this Agreement, acquire E45/5088 (Ripon Hills) with consideration comprising a payment of A$20,000 (to be paid as 398,036 Power Metal Ordinary Shares at an issue price of 2.75p and 398,036 Power Metal warrants at an exercise price of 4.5p and on the same basis as the Initial Consideration Warrants above) to Great Sandy Pty Limited ("Great Sandy"), current holder of the licence. Upon written notice of exercise and payment, Great Sandy will transfer E45/5088 to RH Resources Pty Ltd (which will become a wholly owned subsidiary of FDR Australia)."

Power Metal and FDR UK have now exercised the above Option and are working with Great Sandy to complete relevant transfer documentation. As a result Power Metal will issue Great Sandy 398,036 new ordinary shares of 0.1p each at a price of 2.75p ("Ripon Hills Option Shares") and 398,036 Power Metal Warrants at an exercise price of 4.5p.

The latest exploration update in respect of Ripon Hills may be reviewed in the Company's announcement of 21 February 2022, including details of a desktop review currently underway:

https://www.londonstockexchange.com/news-article/POW/replacement-paterson-project-exploration-update/15337136

Paul Johnson Chief Executive Officer of Power Metal Resources plc commented:

"It's great to be able to expedite the restructuring of the FDR UK interests and saves us some time and cost. This means we can move forward more expeditiously with this exciting venture. We continue the administrative processes for the planned listing of FDR UK on the UK capital markets."

Tristan Pottas Chief Executive Officer of First Development Resources Ltd commented:

"Progress at First Development Resources continues, including exploration work programmes and corporate activities in respect of the planned London listing of FDR UK. We intend to push on at pace.

 From a corporate perspective, the acquisition of Pardoo announced today enables us to further accelerate our business plans which is important. Also, our work to date has demonstrated the potential opportunity offered by Ripon Hills and we are delighted that the Option has been exercised."

ADMISSION AND TOTAL VOTING RIGHTS

Application will be made for the 398,036 Ripon Hills Option Shares to be admitted to trading on AIM which is expected to occur on or around 18 May 2022 ("Admission"). The Ripon Hills Option Shares will rank pari passu in all respects with the ordinary shares of the Company currently traded on AIM.

Following Admission, the Company's issued share capital will comprise 1,469,667,740 ordinary shares of 0.1p 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.

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.

Power Metal Exploration Programmes Underway/Results Awaited

Power Metal has exploration programmes completed or underway, with results awaited, as outlined below: