TIDMPOW
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 announces an 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) +44 (0) 7766 465 617
SP Angel Corporate Finance (Nomad and Joint Broker)
Ewan Leggat/Charlie Bouverat +44 (0) 20 3470 0470
SI Capital Limited (Joint Broker)
Nick Emerson +44 (0) 1483 413 500
First Equity Limited (Joint Broker)
David Cockbill/Jason Robertson +44 (0) 20 7330 1883
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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