20 May 2024
Power Metal Resources
PLC
("Power Metal" or the
"Company")
Completed Acquisition - Strategic Metals
Extraction
Power Metal becomes 75% owners of GSA
(Environmental) Limited
Power Metal Resources PLC (AIM:POW,
OTCQB:POWMF), the London-listed exploration company seeking
large-scale metal discoveries across its global project portfolio,
is pleased to announce the completion of the acquisition of 75% of
the Issued Share Capital ("ISC") of GSA (Environmental) Limited
("GSAe") initially announced on 29 February 2024.
Following successful completion of due
diligence and customary pre-conditions, all parties have executed
on the Share Purchase Agreement (the "Agreement") making Power
Metal 75% owners of GSAe.
GSAe is a privately owned UK-headquartered
engineering technology provider and process licensor, which
specialises in the extraction of critical and strategic metals from
'secondary sources' including power station ash, refinery
waste, titanium dioxide waste and spent catalysts focused on
creating a suite of by products rather than industrial waste. GSAe
aspires to be the first-choice global provider of technological
solutions to environmental problems posed by toxic metals in waste
products.
Sean Wade, Chief Executive Officer of
Power Metal Resources plc, commented:
"I
am delighted to announce the completion of this seminal transaction
for Power Metal. We have very exciting plans for this business and
are looking forward to updating shareholders soon on contract
signings and progress towards a significant revenue contribution to
the Power Metal portfolio."
CORPORATE
HIGHLIGHTS GSAe
§ Founded in 2003, GSAe
specialises in metals extraction from secondary sources (e.g.
refinery residues, Titanium Dioxide ("TiO2") waste, fly ash, spent
catalysts), providing a sustainable source of strategic metals
including scandium, yttrium, niobium and other rare earth elements
(REE) as well as vanadium and nickel all for use in high growth
advanced manufacturing.
§ GSAe's robust and
adaptive technology enables the production of high purity
strategically important metals at production costs that
substantially undercut traditional mining routes. Using
hydrometallurgical techniques, GSAe's metals extraction technology
allows for improved sustainability combined with reduced
environmental impact by preventing otherwise harmful compounds
going to landfill. It aspires to negate the need for landfill by
creating a suite of by-products for use in other
industries.
§ GSAe currently has
two Memorandum of Understanding in place with major Saudi Arabian
supplies of vanadium and nickel bearing fly ash with advanced
research due to commence shortly to optimise the metal extraction
process route to enable detailed plant design, construction,
commissioning and even operation as required for potentially
several treatment facilities initially in Saudi Arabia.
§ GSAe is currently
working with a UK firm on the next phase of a program to develop a
demonstration scale plant in the UK to process two types of
industrial waste for extraction of critical metals from a single
plant in the region of 20,000 ton per annum throughput. On
successful implementation of this plant, initial discussions have
commenced on the potential to construct a much larger plant with a
targeted 200,000 ton a year capacity for long term processing and
metal extraction as well as zero waste production also in the
UK.
§ GSAe is working with
a major Saudi Arabian mining company to evaluate processes to
extract REE and other strategic metals from tens of millions of
tons of mine tailings in Saudi Arabia.
§ GSAe is in
discussions with several mining and smelting companies to find
solutions for their current and future mine tailings and slag
residue.
§ GSAe currently have a
UK Government Grant through Innovate UK for research in a
consortium consisting of GSAe and the University of Lincoln ("UoL")
as partners, alongside commercial supplier MLC (formerly
Mississippi Lime Company) and metals trader Lipmann Walton & Co
Ltd whereby GSAe leads the project and provide patented technology
for metals extraction and concentration. UoL is contributing
proprietary technology in polymer manufacturing and filtering,
while MLC will supply waste samples and offer technical advice.
With over 2 million tonnes of metal-containing waste in landfills
in the UK alone this research is a significant step towards a
commercial operation with GSAe partnership.
AGREEMENT
TERMS
Maximum total consideration payable is capped
at £1 million, structured as follows:
-
Power Metal will pay initial consideration of £75,000 through the issue of new
ordinary shares of 2p each ("Ordinary Shares") in Power Metal at an
issue price of 14.5813p each, being the volume weighted average
price ("VWAP") in the 5 trading days immediately prior to the
completion of conditions precedent, which occurred on 17 May 2024
(the "Effective Date"). Accordingly, 514,357 new Ordinary Shares
("Consideration Shares") will be issued;
-
Immediately upon execution by GSAe of a commercial agreement
with a third-party of no less than £160,000 value (the "Third-Party
Agreement Date"), £75,000
payable through the issue of Power Metal Ordinary Shares at an
issue price equal to the VWAP in the 5 trading days immediately
prior to the Third-Party Agreement Date;
-
Upon the first anniversary of the Effective Date (the "First
Anniversary Date"), £250,000 payable at the sole discretion
of GSAe in cash or by the issue of Power Metal Ordinary Shares at
an issue price equal to the VWAP in the 5 trading days immediately
prior to the First Anniversary Date, conditional upon GSAe
recording a profit in the relevant period of no less than £450,000;
and
-
Upon the second anniversary of the Effective Date (the
"Second Anniversary Date"), £250,000 payable at the sole discretion
of GSAe in cash or by the issue of Power Metal Ordinary Shares at
an issue price equal to the VWAP in the 5 trading days immediately
prior to the First Anniversary Date, conditional upon GSAe
recording a profit in the relevant period of no less than £650,000;
and
-
Upon the third anniversary of the Effective Date (the "Third
Anniversary Date"), £350,000 payable at the sole discretion
of GSAe in cash or by the issue of Power Metal Ordinary Shares at
an issue price equal to the VWAP in the 5 trading days immediately
prior to the Second Anniversary Date, conditional upon GSAe
recording a profit in the relevant period of no less than
£1,000,000.
ADMISSION AND TOTAL VOTING
RIGHTS
Application will be made for the
514,357 Consideration Shares to be admitted to trading on AIM which
is expected to occur at 8.00 a.m. on or around 24 May 2024
("Admission"). The Consideration 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 111,187,774 Ordinary Shares
of 2p 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:
Power Metal Resources plc
|
|
Sean Wade (Chief Executive
Officer)
|
|
|
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SP Angel Corporate Finance (Nomad
and Joint Broker)
|
|
Ewan Leggat/Caroline Rowe
|
+44 (0) 20 3470 0470
|
|
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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 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.