Power Metals Announces $6.5 Million Private Placement of Flow-Through Shares Winsome to Increase Its Interest IN Power Metals to over 10% Waratah Capital Advisors to Invest
POWER METALS ANNOUNCES $6.5 MILLION PRIVATE
PLACEMENT OF FLOW-THROUGH SHARES
WINSOME TO INCREASE ITS
INTEREST IN POWER METALS TO OVER 10%
WARATAH CAPITAL ADVISORS TO INVEST
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
VANCOUVER, BRITISH COLUMBIA – (March 6, 2023) - Power Metals Corp. (“Power Metals” or
the “ Company”) (TSX VENTURE:PWM)(FRANKFURT:OAA1)(OTCQB:PWRMF) is pleased to
announce that it has entered into an agreement with Canaccord Genuity Corp. (the “Agent”) in
connection with a “best efforts” private placement of 11,325,000 common shares of the Company
that will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income
Tax Act (Canada)) (the “Flow-Through Shares”). The Flow -Through Shares will be issued at a
price of $0.57 per Flow-Through Share (the “Offering Price”) for aggregate gross proceeds of up
to $6.5 million (the “Offering”).
The Agent will have an option (the "Agent’s Option") to increase the size of the Offering by up to
$1.0 million through the sale of 1,698,750 additional Flow-Through Shares at the Offering Price,
which Agent’s Option is exercisable, in whole or in part, at any time up to 48 hours prior to th e
Closing Date (defined herein).
Winsome Resources Limited (“ Winsome”) have indicated their intention to participate in the
Offering to increase its share ownership in Power Metals from 5.6% to approximately 10.0%
based on basic shares outstanding (assuming the exercise in full of the Agent’s Option).
Also, Waratah Capital Advisors Ltd. (“Waratah”), through Waratah’s Electrification and
Decarbonization AIE LP Fund, have indicated their intention to participate in the Offering , which
would result in a share ownership in Power Metals of approximately 2.9% based on basic shares
outstanding (assuming the exercise in full of the Agent’s Option).
The gross proceeds of the Offering will be used by the Company to incur eligible “Cana dian
exploration expenses” that will qualify as “flow -through critical mineral mining expenditures” as
such terms are defined in the Income Tax Act (Canada) and “eligible Ontario exploration
expenditures” as defined in subsection to 103(4) of the Taxation Act, 2007 (Ontario) (the
“Qualifying Expenditures”) related to the Company’s projects located in the province of Ontario
on or before December 31, 2024. All Qualifying Expenditures will be renounced in favour of the
subscribers effective December 31, 2023.
The Flow -Through Shares will be offered by way of private placement pursuant to applicable
exemptions from prospectus requirements in each of the provinces of Canada, and in such other
jurisdictions as may be mutually agreed between the Company and the Agent. The Offering is
expected to close on or about March 27, 2023 (the "Closing Date"), subject to the satisfaction or
waiver of the customary closing conditions, including the conditional listing approval of the TSX
Venture Exchange.
About Power Metals Corp.
Power Metals Corp. is a diversified Canadian mining company with a mandate to explore, develop
and acquire high quality mining projects. We are committed to building an arsenal of projects in
both lithium and high -growth specialty metals and minerals. We see an unprecedented
opportunity to supply the tremendous growth of the lithium battery and clean- technology
industries. Learn more at www.powermetalscorp.com
ON BEHALF OF THE BOARD,
Johnathan More, Chairman & CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the
content of this news release.
The securities being offered have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may
not be offered or sold in the United States, or to, or for the account or benefit of, a “U.S. person” (as
defined in Regulation S of the U.S. Securities Act) unless pursuant to an exemption therefrom. This
press release is for information purposes only and does not constitute an offer to sell or a
solicitation of an offer to buy any securities of the Company in any jurisdiction.
Power Metals Corp.
Johnathan More
515-401-7479
Cautionary Note Regarding Forward-Looking Information
This press release contains forward -looking information under applicable Canadian and United
States securities laws. These statements are based on current expectations of the Company and
include statements relating to the use of proceeds raised under the Offering (and the timing thereof),
the renunciation of the Qualifying Expenditures, the closing of the Offering and tax treatment of the
Flow-Through Shares. These statements should not be read as guarantees of future performance
or results. Such statements involve known and unknown risks, uncertainties and oth er factors that
may cause actual results, performance or achievements to be materially different from those implied
by such statements. Although such statements are based on management’s reasonable
assumptions, Power Metals assumes no responsibility to upd ate or revise forward -looking
information to reflect new events or circumstances unless required by law.
Although the Company believes that the expectations and assumptions on which the forward -
looking statements are based are reasonable, undue reliance should not be placed on the forward-
looking statements because the Company can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and conditions, by their very nature they
involve inherent risks and uncertainties. These statements speak only as of the date of this press
release. Actual results could differ materially from those currently anticipated due to several factors
and risks including various risk factors discussed in the Company’s disclosure d ocuments which
can be found under the Company’s profile onwww.sedar.com.