Notice of General Meeting

20 October 2025

Power Metal Resources PLC

("Power Metal", "POW" or the "Company")

Proposed Share Capital Reduction

and

Notice of General Meeting

Power Metal Resources PLC (AIM:POW), the London listed natural resources exploration company and project incubator with a global project portfolio, announces that a circular (the "Circular") providing details of the Board's proposed share capital reduction ("Share Capital Reduction") will be posted to the shareholders today, containing a Notice of General Meeting ("Notice of GM") to take place at Guildhall Room, 85 Gresham Street, London, EC2V 7NQ, United Kingdom, at 10:30a.m. (London time), on Monday 10 November 2025. The Share Capital Reduction is being advanced in connection with the RNS released on 19 September 2025 and is an ordinary course Share Capital Reduction with the intention of creating sufficient distributable reserves to facilitate a potential return of capital to shareholders. A copy of the Circular and Notice of GM will shortly be available on the Company's website at www.powermetalresources.com.

Proposed Share Capital Reduction

The Board is of the view that it would benefit the Company and the Company's shareholders to effect the Share Capital Reduction by cancelling its: (i) Deferred Shares and Deferred A Shares (none of which carry any rights to vote, participate in the profits of the Company or in any distribution of the Company's assets, save in limited circumstances upon a winding-up, collectively, hereinafter referred to as the "Non-Voting Shares"), (ii) Share Premium Account, and (iii) Capital Redemption Reserve.

The Company may then apply the sums resulting from the Share Capital Reduction to its distributable reserves providing the Company with the flexibility to be able to absorb future losses and/or (subject to compliance with applicable laws) effect distributions or other returns of capital to shareholders.

It is anticipated that the cancellation of the Non-Voting Shares and the balance of the Share Premium Account will, subject to the discharge of any undertakings or consents required by the Court, be sufficient to eliminate the deficit in respect of accumulated losses on the Company's balance sheet, and thereby create a positive balance.

General Meeting

The Share Capital Reduction requires the approval of the Company's shareholders by way of certain special resolutions to be proposed at the General Meeting ("GM") on Monday 10 November 2025 (the "Resolutions"). Accordingly, the Directors unanimously recommend that shareholders vote in favour of the Resolutions to be proposed at the GM. 

There will be no change in the number of Ordinary Shares in issue, or the rights attached to the Ordinary Shares, following the implementation of the Share Capital Reduction and it is not anticipated that the market price of the Ordinary Shares immediately following the Share Capital Reduction in itself will differ from the market price of the Ordinary Shares immediately prior to the Share Capital Reduction.

If the Resolutions to reduce the Company's share capital are passed by Shareholders, the Company will then seek the confirmation of the Court to approve the Share Capital Reduction.

It is expected that the Court will confirm the Share Capital Reduction at a Final Hearing. A further announcement will be released in this regard.

The Board reserves the right to abandon or to discontinue (in whole or in part) the application to the Court in the event that the Board considers that the terms on which the Share Capital Reduction would be (or would be likely to be) confirmed by the Court to not be in the best interest of the Company and/or its Shareholders as a whole.

Resolutions

1. A special resolution to approve the reduction and cancellation of paid up capital to the extent of £0.009 on each issued Deferred Share.

2. A special resolution to approve the reduction and cancellation of paid up capital to the extent of £0.00099 on each Deferred A Share.

3. A special resolution to approve the cancellation of the Company's Share Premium Account.

4. A special resolution to approve the cancellation of the Company's Capital Redemption Reserve.

5. A special resolution to amend the Company's Articles of Association to reflect the cancellation of the Non-Voting Shares.

Expected Timetable of Principal Events

\* 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.

Unless otherwise indicated, all defined terms in this announcement shall have the same meaning as those terms defined 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: