POWER METALS ANNOUNCES $6.5 MILLION PRIVATE PLACEMENT OF FLOW-THROUGH SHARES

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /

WINSOME TO INCREASE ITS   INTEREST IN POWER METALS TO OVER 10%

WARATAH CAPITAL ADVISORS TO INVEST

Power Metals Corp. ( " Power Metals " or the " Company " ) (TSXV: 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 the 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 "Canadian 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.

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.

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 other 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 update 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 documents which can be found under the Company's profile onwww.sedar.com.

SOURCE POWER METALS CORP

View original content: https://www.newswire.ca/en/releases/archive/March2023/06/c5883.html