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)
|
|
|
|
SP Angel Corporate Finance (Nomad
and Joint Broker)
|
|
Ewan Leggat/Caroline Rowe/Harry
Davies-Ball
|
+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
|
BlytheRay (PR Advisors)
|
+44 (0) 20 7138 3204
|
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.