Power Metals Announces $3 Million Bought Private Placement

VANCOUVER, BRITISH COLUMBIA–(Marketwired – Dec. 15, 2017) –

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

Power Metals Corp. (“Power Metals” or the “Company”) (TSX VENTURE:PWM)(FRANKFURT:OAA1)(OTC:AOUFF) is pleased to announce that it has entered into a letter of engagement with Eight Capital, under which Eight Capital has agreed to purchase 6,000,000 units of the Company (the “Units“), on a “bought deal” private placement basis, subject to all required regulatory approvals, at a price per Unit of {$content}.50 (the “Offering Price“), for total gross proceeds of ,000,000 (the “Offering“). Each Unit shall consist of one common share of the Company (a “Share“) and one common share purchase warrant (a “Warrant“). Each Warrant shall entitle the holder thereof to acquire one Share at a price of {$content}.70 for a period of 24 months following the Closing Date.

The Company has granted Eight Capital an over-allotment option to purchase up to an additional 900,000 Units at the Offering Price, exercisable in whole or in part, at any time on or prior to 48 hours prior to the closing of the Offering. If this option is exercised in full, an additional 0,000 will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be up to approximately ,450,000.

The Company intends to use the net proceeds of the Offering for exploration and drilling at their Case Lake Project, as well as working capital and general corporate purposes.

The closing date of the Offering is scheduled to be on or about January 5, 2018 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

As consideration for its services, Eight Capital will receive a cash commission equal to 6% of the gross proceeds of the Offering. The Company will also issue to Eight Capital compensation warrants in an amount equal to 6% of the number of Units sold pursuant to the Offering. Each compensation warrant will exercisable to purchase one Unit at an exercise price of {$content}.50, for a period of 24 months.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

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 & Director

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

No securities regulatory authority has either approved or disapproved of the contents 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.

FORWARD LOOKING INFORMATION

This press release contains forward-looking information based on current expectations, including the completion of the Offering. 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 on www.sedar.com.

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The TSXV has neither reviewed nor approved the contents of this press release.