Picture of Panther Metals logo

PALM Panther Metals News Story

0.000.00%
gb flag iconLast trade - 00:00
Basic MaterialsSpeculativeMicro CapTurnaround

REG - Panther Metals PLC - Final Results

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240424:nRSX7756La&default-theme=true

RNS Number : 7756L  Panther Metals PLC  24 April 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK
MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

24 April 2024

PANTHER METALS PLC

("Panther" or the "Company")

Results for the Year Ended 31 December 2023

Panther Metals plc (LSE: PALM), the mineral exploration group listed on the
Standard List segment of the main market of the London Stock Exchange
announces its audited financial statements for the year ended 31 December
2023. The full report is available on the Company's website at
www.panthermetals.co.uk (http://www.panthermetals.co.uk) .

 

In accordance with Listing Rule 9.6.1 of the UK Financial Conduct Authority
("FCA"), a copy of the 2023 Annual Report will also be submitted to the FCA
via the National Storage Mechanism and will shortly be available to the public
for inspection at:

 

https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)

 

 

Chairman's Statement

 

The start of 2023 presented a significant milestone for Panther, with the
drill core assay results from the Autumn 2022 drilling programme in Canada
confirming the discovery of a new volcanogenic massive sulphide ("VMS")
mineral system at the Obonga Project's Survey Target. The discovery coincided
with further drilling success at Wishbone with significant and high-grade zinc
intersections up to 11.65% Zn. Together the results confirmed the Obonga
Greenstone Belt as an emerging new VMS and Base Metal Camp located only 75km
east of the former Mattabi/Sturgeon Lake Mining Camp where five past producing
mines were operated by Noranda between 1972 to 1991. The drill assay results
also confirmed a wide intersection of flake graphite at Obonga's Awkward
Target. Graphite, like zinc, is on the Canadian Critical Minerals List, with
an identified supply risk fuelled by the high-purity graphite demand for the
rapidly growing electric vehicle ("EV") and energy storage industry.

 

Against a backdrop of cautious market sentiment around the resource sector,
Panther continued to advance and grow the business in a top tier mining
jurisdiction.

 

The year saw Panther increase potential exposure to base and precious metals
and to graphite, in a bid to address the critical minerals deficit, with the
addition of claims over the Scalp Lake area at the Obonga, where regional
structural studies and government geochemical datasets show high potential for
various metals, including lithium, rare earths, uranium, copper, and gold.
In concert with the emerging graphite potential around the Awkward prospect,
an additional 7.25km(2) of ground was optioned over Awkward East. At the
Manitou Project a further 4.15km(2) of claims were staked over two blocks of
exploration ground considered highly prospective for gold.  Whilst new
Exploration Permit applications were lodged on all three of the Company's
projects.

 

Over the same period Panther saw positive indirect exposure to the commodity
sector through significant shareholdings in London listed Fulcrum Metals PLC
and Australia listed Panther Metals Ltd ('Panther Australia').  Following the
sale of Panther's Big Bear Project to Fulcrum, their initial listing on
London's AIM market in February 2023, saw Panther's initial 20% stake in
Fulcrum (valued at £1.745M at the placing price), as well as warrants, cash
and a royalty. Whilst the year-end 23.5% holding in Panther Australia was
supported by an active year that saw significant developments at the Coglia
Nickel-Cobalt Project in Western Australia including successful metallurgical
testwork and the growth through drilling of its JORC compliant Mineral
Resource estimate from 70.6Mt Inferred in 2023 to over 102Mt post period end.
These strategic investments contribute synergistically to Panther's overall
business model. The diversified portfolio ensures resilience against market
fluctuations, while the strategic positioning in different geographical
locations maximises exposure to valuable mining markets and provides a source
of potential liquidity.

 

In a year characterised by depressed equity capital markets, and poorly
performing share prices across the mining sector, Panther was able to leverage
the company's connections and credibility to raise £200,000 in August through
the issue of convertible loan notes in order to avoid dilution for
shareholders and reflecting the Board's belief in the business's
undervaluation. Through a further drawdown facility with existing shareholders
in late 2023 Panther secured a further unsecured drawdown facility with
existing shareholders for £150,000 to facilitate drilling of the Glass Reef
target at the Manitou Lakes project. This alternative to equity financing,
accompanied by attached warrants at a premium, showcases Panther's proactive
financial management.

 

At a board level we welcomed Tracy Weslosky and Katherine O'Reilly as
Non-Executive Directors in November, following the stepping down of Mitchell
Smith and Kate Asling. Tracy and Katherine bring diverse expertise in
corporate finance, business strategy, capital markets, and Canada based
investor relations.  Mitchell and Kate were pivotal in the establishment and
growth of Panther, roles for which they have our continued gratitude.

 

Panther remains committed to its vision of a commercial discovery while
maintaining a dynamic and flexible approach. The Company's robust and growing
global network of financial and industry partners is testament to Panther CEO
Darren Hazelwood's unceasing drive and professionalism.  I thank and
congratulate Darren for his continued hard work and results; the Company's
positive trajectory is poised to accelerate as we look to contribute
significantly to the mining and exploration sector in both London and Canada.

 

 

 

Nicholas O'Reilly

Non-Executive Chairman

23 April 2024

 

 

STRATEGIC REPORT

 

Results

 

The profit at Group level for this year after taxation was £269,184 (2022:
loss £952,896) and at company level £321,477 (2022: loss £977,846).

 

Review of the Business and Operations

 

Mineral Exploration in Ontario, Canada

 

Obonga Project: Potential for Canada's Next Mining District

 

·      Total Area: 291.0 km(2)

·      Prospective for: Base Metals (Copper, Zinc, Lead, Nickel) and
Precious Metals (Gold, Silver and Platinum Group Metals) with Energy Mineral
(Lithium, Graphite) potential.

·      Significant Neighbours: Mattabi Mine (Glencore) and Sturgeon Lake
VMS Camp to west, Lac des Iles Mine (Impala Canada) to south.

 

The Obonga Project ("Obonga") is Panther's flagship project, a district scale
opportunity that the Company has advanced from a greenfield regional
data-based target area, through proof of concept to drilling success and
Volcanogenic Massive Sulphide ("VMS") mineral discoveries. It is located 160km
north of the industrial port city of Thunder Bay and is advantageously located
for access to the trans-Canada railway and national highway links.

 

Obonga Activities

 

On 2 February 2023, the Company reported the results from the autumn 2022
diamond drilling at Obonga. These results confirmed the existence of at least
two separate VMS mineral systems on Obonga, with the Survey Prospect confirmed
as a second VMS.

 

At the Wishbone VMS System, the drilling results confirmed further wide
massive sulphide intersections and zinc intersections such as 3.6m @ 3.9% Zn,
including 2m @ 6.8% Zn & 4.3 g/t Ag and individual assays grading up to
11.65% Zn, indicating proximity to metal-fertile fluid flow. The Wishbone
discovery, which was the first of its kind on the Obonga Greenstone Belt, is
characterised by impressive drill hole intercepts, including 27.3m of massive
sulphide and 51m of sulphide-dominated mineralisation.

 

The Survey VMS discovery, together with the Wishbone VMS System, located 6.8km
to the east, confirms the Obonga Greenstone belt as a new emerging VMS Camp,
located approximately 75km east of the former Mattabi/Sturgeon Lake Mining
Camp on the Wabigoon Greenstone Belt, where five past producing mines were
operated by Noranda Minerals between 1972 to 1991.

 

The discovery of two VMS systems at Obonga is pivotal, boding well for the
existence of additional VMS bodies in the vicinity, given their tendency to
occur in clusters.

 

The diamond drilling results also outlined potentially significant
intersections of near surface crystalline 'flake' graphite at the Obonga's
emerging Awkward Graphite Prospect. The 91m long drill hole (BBR22_AW-P1-1)
intersected 35.1m of graphitic metasediment from 8.4m downhole near the
western end of a geophysics anomaly modelled by Panther.  As a precursor to
complete hole sampling an initial 2.65m assayed interval from the 35.1m wide
graphitic zone, was submitted to ALS Laboratories for ("Total Graphitic
Carbon"') analysis (by method C- IR18) in order to confirm the presence of
crystalline 'flake' graphite as observed during core logging. This assayed
interval totalled 2.65 m @ 4.02% TGC from 21m, including 1m @ 5.12% TGC from
21m.

 

As the graphite mineralisation was open above and below the sampled interval,
follow-up sampling was conducted extending the total downhole intersection of
graphitic carbon to 27.2m @  2.25 % TGC between 12m to 43.3m downhole
(announced post period end on 11 January 2024), with intersections
including;
4.0m @ 3.64 % TGC from 14.0m, with 1.0m @ 5.15 % TGC from 16.0m; 6.0m @ 3.60 %
TGC from 19.0m, with 1.0m @ 5.12 % TGC from 21.0m ; and 8.0m @ 2.42 % TGC from
27.0m, with 2.0m @ 4.16 % TGC from 29.0m downhole.

 

Obonga Drilling Technical Summary

 

Survey VMS Discovery

·      Drilling at Survey Prospect intersected wide zones of cyclical
semi-massive and disseminated sulphide from 166m downhole depth, including a
highly anomalous zone of zinc mineralisation:

 

Hole BBR22 SV-P1-1

 

·      29m of semi-massive and disseminated sulphide from 166m downhole,
including:

o  Anomalous zone of zinc mineralisation 15m @ 0.11 % Zn from 168m including
4m @ 0.17% Zn from 168m, with

o  Coincident levels of anomalous silver over same interval.

 

·      Geochemical signature of Survey Prospect assay data consistent
with VMS style mineralisation and zonation.

·      Copper in lake sediment data in the vicinity and downstream of
the Wishbone VMS system is amongst the highest levels in the entire Province
of Ontario, with up to 827 ppm Cu against a background level of less than 25
ppm Cu.

·      Anomalous zinc drill intersections may provide physical vectors
towards higher grade base metals.

·      Both coincident magnetic and electromagnetic geophysics targets
are adjacent to the geological contact between intrusive mafic rocks and
extrusive mafic rocks.

·      In light of anomalous levels of zinc mineralisation, further
footwall assay samples will be submitted for analysis.

·      An historical (1968) shallow drill hole located 1.3km due east
along strike of BBR22 SV-P1-1 intersected several meters of massive sulphide,
but assay results were not documented.

 

Wishbone VMS System Growing

·      Potentially commercial grades of zinc mineralisation intersected
at Wishbone:

 

Hole BBR22 WB-P1-2

 

·      3.6m @ 3.9% Zn from 120m, including

o  2m @ 6.8% Zn, 4.3 g/t Ag and anomalous 0.19% Cu from 120m, with

§ 0.5m @ 11.65% Zn, 4.1 g/t Ag and anomalous 0.14% Cu from 120.2m.

 

·      Further wide zones of massive and semi-massive sulphide
mineralisation intersected, interpreted to be related to the high temperature
pyrrhotite dominant core of the VMS system:

 

Hole BBR22 WB-P2-1

 

·      22.4m of massive and semi-massive sulphide from 127m downhole.

 

Hole BBR22 WB-P3-1

 

·      3.8m of semi-massive sulphide from 163.2m downhole.

 

Technical Observations

·      Preliminary trace-element geochemical investigations suggest the
'FII' type metavolcanic host rocks at the Wishbone VMS are similar to the
felsic host rocks at the Sturgeon Lake mines. Alteration and REE ratio markers
correlate well with established VMS exploration models.

 

·      Metal zonation: VMS deposits typically display a zonation of
metals within the massive sulphide body from Fe+Cu at the base to
Zn+Fe±Pb±Ba at the top and margins, related to differing temperature and
chemical conditions at mineral deposition. The major observed mineral
component of the Wishbone massive sulphide mineralisation is pyrrhotite with
less common pyrite and minor sphalerite and chalcopyrite in distinct zones.

 

·      Zn+Pb and Cu ratios of the Wishbone massive sulphide layers
continue to indicate the mineralisation is most likely a bi-modal type VMS
deposit.  The deposits of the Sturgeon Lake/Mattabi VMS Mining Camp 75km west
of Wishbone, have also been classified as bimodal type deposits as have
Canada's Kidd Creek (Ontario) and Noranda (Quebec) VMS deposits.

 

·      Another important characteristic of VMS type deposits is that
they typically occur in clusters. The Company considers that the discovery of
the Wishbone and the Survey VMS systems bodes very well for the existence of
further, as yet undiscovered VMS bodies in the vicinity, and it confirms the
Obonga Greenstone belt as an emerging VMS Camp.

 

·      Both the Wishbone and Survey prospects are situated in a similar
geological environment to the nearby Mattabi/Sturgeon Lake Mining Camp on the
Wabigoon Greenstone Belt, approximately 75km due west of Wishbone. The
Sturgeon Lake / Mattabi area hosted five commercially viable VMS mining
operations that produced from the early 1970s into the 1990s. The Mattabi mine
being the most prolific, reportedly produced 13.5 Mt of ore with an average
grade 7.5% Zn, 0.88% Cu, 0.77% Pb and 3.10 oz/t (96.42g/t) Ag in the period
1970-1983. It was reportedly discovered through the drilling airborne
geophysics anomalies. Total combined production from the Mattabi/Sturgeon Lake
Mining Camp has been reported at 19.8Mt @ 8.5% Zn, 1.06% Cu, 0.91% Pb &
119.7g/t Ag.

 

·      The Obonga 2022 Drilling Programme results, with the discovery of
a second VMS system on the Obonga Greenstone Belt, provide further validation
of the exploration targeting and modelling undertaken by Broken Rock
Resources, Panther's exploration partner on Obonga.

 

Awkward Graphite Summary

 

·      Hole BBR22_AW-P1-1 was drilled to test a geophysical modelled
conductive target at the western end of a 730m long conductive lineament
'Trend 3'. Updated graphite assay results for this hole BBR22_AW-P1-1 followed
further sample submissions (reported 11 January 2024).

 

·      Samples were analysed by ALS Laboratories for Total Graphitic
Carbon ('TGC') analysis (by method C- IR18) in order to confirm the presence
of crystalline 'flake' graphite.

 

·      Results extended the downhole intersection of graphitic carbon to
27.2m @ 2.25 % TGC between 12m to 43.3m downhole.

 

·      Key downhole intersections as follows:

 

o  27.2 m  @ 2.25 % TGC from 12m downhole, including;

 

§ 4.0 m @ 3.64 % TGC from 14.0 m, with

·      1.0 m @ 5.15 % TGC from 16.0 m;

 

§ 6.0 m @ 3.60 % TGC from 19.0 m, with

·      1.0 m @ 5.12 % TGC from 21.0 m; and

 

§ 8.0 m @ 2.42 % TGC from 27.0 m, with

·      2.0 m @ 4.16 % TGC from 29.0 m downhole.

 

·      Additional geophysical plate modelling has the prospect of
extending Trend 3 a further 4.1km eastwards.

 

·      Factoring the additional claim package recently acquired by
Panther, initial geological interpretation suggests a preliminary graphite
target area in the region of 21.5 km(2) across the Awkward and Awkward East
prospect areas.

 

·      Historic data review notes graphite at surface and abundant in
some units within the wider exploration area.

 

 

 

 

 

On 12 May 2023, the Company announced the acquisition, through staking, of 171
additional mining claims that are directly contiguous to the Obonga Project,
and which provide a 34.2 km(2) coverage of exploration ground considered
highly prospective for critical metals, in the Scalp Lake area on the
northwest corner of the Obonga greenstone belt. Based on regional structural
studies and government geochemical datasets, Panther identified the Scalp Lake
area as a potential source for various metals, including lithium, rare earths,
uranium, copper, and gold.

 

The southeast trend of elevated element anomalies from the Scalp Lake area
into the central portion of the Awkward intrusive batholith suggests the
presence of a pegmatitic rock and/or structure. This presents a promising
opportunity for lithium and rare earth pegmatite exploration, aligning with
the global demand for critical minerals.

 

On 29 December 2023 Panther announced the signing of a purchase option
agreement ("Purchase Option") over 35 single cell mining claims (the "Claims")
covering a total area of 7.25km(2) to enlarge the Awkward Prospect area
eastwards, this Awkward East area is considered prospective for graphite as
well as nickel and further base metal mineralisation. The additional claims
increased the Obonga Project area to 292.25km(2) of prospective greenstone
belt coverage. The Purchase Option gives Panther the option to purchase the
Claims from the vendors for a total cash consideration of CAN$100,000 and the
award of a 2.0% net smelter return ("NSR") royalty (which has provision for
Panther to reduce the royalty to 1.0% NSR royalty through a CAD$1,000,000
buy-back).

 

In addition, in order to complete the purchase Panther will need to have
conducted exploratory drilling activities in the area covered by the Claims
with a minimum aggregate expenditure of CAD$300,000 over the three year option
period, such that spending on such activities is not less than (i) CAD$50,000
prior to the first anniversary of the grant of the Purchase Option; (ii) not
less than CAD$100,000 between the first and second anniversaries of the grant
of the Purchase Option; and (iii) not less than CAD$150,000 between the second
and third anniversaries of the grant of the Purchase Option provided that any
expenditure in years 1 and 2 in excess of CAD$150,000 may be carried over and
offset against the minimum spend commitment in year 3. The Purchase Option
price, payable on the signing of the agreement was CAD$15,000 with a further
payment of CAD$15,000 due on first anniversary of the date of signing.

 

A review of historical reports for the Awkward East area has shown that a
single 55m long diamond hole (Number 66-1) drilled by Cantri Mines Limited in
June 1966 intersected three graphitic 'flow' zones interbedded with rhyolite
on the western end of the Awkward East claim block.  Whilst this drill hole
was a single isolated hole it is located on the eastern end of a 6.5km long
conductive lineament (the 'Cantri Trend') based on the Garden-Obonga Airborne
Geophysical Survey flown by the Ontario Government in late 1999.  It is
noteworthy that the Cantri Trend runs to 2km to the north and parallel to
Panther's Trend 3 and that both can in part be attributed to graphite.

 

Initial geological interpretation has established a preliminary graphite
target area in the region of 21.5 km(2) across the Awkward and Awkward East
prospect areas.

 

Location of the Awkward East Purchase Option Claims with the Obonga Project
Outline

 

Projection: UTM 16N NAD83

 

 

 

In addition to the graphite potential Awkward remains a highly anomalous
magnetic target, interpreted to be a layered mafic intrusion and magmatic
conduit based on mapped geology and airborne geophysics. Historic sampling in
the area returned anomalous platinum and palladium (Pt, Pd) values, while
historic drilling on the periphery of the target intersected non-assayed
massive sulphide and copper (assumed to be chalcopyrite), non-assayed
disseminated pyrite and chalcopyrite in coarse gabbro, and non-assayed 'marble
cake' gabbro (matching the description of the Lac des Iles Mine varitexture
gabbro ore zone).

 

 

Manitou Lakes Project: Precious Metal Potential

 

·      Total Area: 123.4 km(2)

·      Prospective for: Precious Metal (Gold)

·      Significant Neighbours: Dryden Gold Corp (planned Canadian
listing)

 

Spanning an impressive tract of the Eagle-Manitou-Wabigoon Greenstone Belt,
the Manitou Lakes Project took centre stage in Panther's exploration
endeavours towards the end of 2023, with a specific focus on precious metal
exploration, particularly gold.

 

The Manitou Lakes region boasts over 200 known gold occurrences and more than
12 km of gold-bearing structures. This region has positioned itself as one of
the most exciting greenstone belt areas in Canada, providing Panther with
ample opportunities for significant gold discoveries. The adjacent drilling
successes achieved by Dynasty Gold and the claim consolidations by Dryden
Gold, underscore the value attributed to this project, affirming Panther's
strategic vision and the project's potential for long-term success.

 

Manitou Lakes Activities

 

On 3 May 2023 the Company announced the award of Exploration Permit
PR-23-000024 (the "Permit") for drilling at the Manitou Lakes Project
("Manitou Lakes" or the "Project") in Ontario, Canada. The Permit, which is
valid through to 24 April 2026, covers the Barker Prospect on the West Limb
area of the Project and allows for ground and down-hole geophysics, bedrock
stripping and up to 23 drill holes over an area encompassing 7 mining claims.

 

 

Barker Prospect Exploration Permit Details

 

 Exploration Permit Number, Validity, Claim numbers  Prospect Name (location)                      Targeting & Exploration Rational                                              Permitted Activities
 PR-23-000024                                        Barker Prospect                               Shear zone hosted gold.                                                       ·Mechanised Drilling

(up to 23 diamond core drill holes),

                                                                             ·Mechanised stripping (for up to 5 areas, for a total area of 9,999m(2))
 Valid: 25/04/2023 to 24/04/2026                     (West Limb, western Manitou Lakes Project)    700m long gold in soil anomaly outlined by Panther's fieldwork conducted

                                             during summer/autumn 2022.                                                    ·Line cutting (up to 26.2km total)

                                                                                                                           ·Geophysical surveys (including induced polarisation, magnetic and
 Mining Claim numbers:
                                                                             electromagnetic surveys, ground and down-hole)

                                                                                                 Gold anomaly is coincident with a major shear structure and is located 200m
 672022,                                                                                           north of the historical Barker Brothers Mine.

 672050,

 672053,

 684078,

 684706,

 712903,

 746644.

 

The Barker Prospect comprises a 700m long, currently open-ended,
north-northwest trending shear structure hosted, gold in soil geochemical
anomaly located 200m north of the historical Barker Brothers Mine. The
prospect was subject to an enlarged soil sampling programme following positive
assay results as reported on 1 December 2022. The Permit will facilitate
induced polarisation and electromagnetic geophysics surveys over the shear
zone gold anomaly and will allow surface stripping and the drilling of
identified gold targets.

 

 

On 27 September 2023 the Company announced the acquisition by staking of 19
additional single cell mining claims ("Claims"), covering circa 415 hectares
(4.15km(2)). The Claims comprise two blocks of ground, the Scattergood Lake
block and Beaverhead Island block, that are directly contiguous to the Manitou
Lakes Project, and which provide additional coverage of exploration ground
considered highly prospective for gold. Scattergood is located on the eastern
side of the Manitou Lakes Project and is centred 10.3km east of Beaverhead
which is in the centre of the Project area.

 

The Scattergood Lake block ("Scattergood") comprises 12 claims covering circa
250 hectares located over the northeastern end of a 6km gold bearing
structural feature which is now entirely enclosed by Manitou Lakes project
area. The southern edge of the Scattergood block is also approximately 500m
north of a new neighbouring gold occurrence discovered by local prospectors
during 2022.

 

The Beaverhead Island block ("Beaverhead") comprises 7 claims covering circa
165 hectares on the southerly extent of Beaverhead Island on Manitou Lake
where historical reconnaissance sampling work in 1984-1985 by Cochrane Oil and
Gas Ltd ("Cochrane"), outlined highly anomalous gold-in-rock geochemical
values ranging up to 1,000 ppb Au across a 50m wide carbonatised and
sericitised section of schist zone on the southern tip of the island. Cochrane
also outlined a strongly sheared silicate-carbonate facies iron formation and
one hundred metres to the southeast, a subparallel, less well exposed zone of
open-ended strong shearing and quartz-carbonate-sulphide mineralisation some
25m to 40m in width and 400m long also carrying anomalous gold-in-rock values.
They noted that these two zones exhibit many similarities to the environments
hosting the ore horizons both at the Hemlo Gold Mine (Barrick Gold) on the
Schreiber-Hemlo Greenstone Belt and the former Joutel Eagle Mine (Agnico Eagle
Mines Ltd.) in Quebec.

 

The new Claims are subject to the Manitou Lakes Project option agreement,
through which Panther can acquire a 100% ownership at any time. The Claims
have an initial term of 2 years with first renewal dates falling in mid to
late August 2025 and are directly contiguous to the Manitou Lakes Project
claims package which will facilitate assessment work credit distributions.

 

 

The Manitou Lakes Project inaugural diamond drilling programme commenced on 21
November 2023. The programme was designed to test a linear gold in soil
anomaly delineated in the vicinity and along strike of the historical Glass
Reef Mine which worked a quartz gold stockwork between the 1890s and 1912.
The contractor Niigaani Drilling Incorporated utilised a CS1000 Diamond Drill
rig to complete five holes for 503m of NQ (47.6mm) diameter core drilling.
Panther's Manitou Lakes Project option partner Shear Gold Exploration Corp.
provided the geological oversight and logistical management.

 

On 5 December 2023, the Company announced the successful conclusion of
drilling which intersected shear hosted quartz vein mineralisation
intersected. The final assay results are currently awaited.

 

 

 

Dotted Lake Project: Critical Mineral Potential

·      Total Area: 36.9 km(2)

·      Prospective for: Base Metals (Nickel, Cobalt, Copper, Zinc) and
Precious Metals (Gold, Silver and Platinum Group Metals)

·      Significant Neighbours: Barrick Gold (Hemlo Mine) to south,
Palladium One Mining Inc (Glencore 10% stake) to east.

 

Panther's Dotted Lake Project encompasses a substantial 36.9 km² within the
North Limb of the Schreiber-Helmo Greenstone Belt, situated just 16 km north
of Barrick Gold's Hemlo Gold Mine. The area is considered very prospective for
ultramafic intrusive related nickel and base metal mineralisation as well as
gold.

 

The Dotted area has undergone Panther's airborne electromagnetic and magnetics
geophysics survey, extensive soil sampling and stratigraphic drilling, laying
the groundwork for potential discoveries.

 

A comprehensive compilation study incorporating Panther's airborne geophysics
survey and geochemical soil sampling data with historical geochemical soil
sampling data, identified a very prospective zone for nickel (Ni)
mineralisation. The historical soil survey data was digitised from a report
based on work undertaken by Clear Mines Ltd in August 1983. The study revealed
a 2.8 km strike length of elevated copper, nickel and cobalt mineralisation.
This zone is strategically positioned, situated 9 km west of a zone of massive
nickel-copper sulphide mineralisation drilled by Palladium One Mining Inc. The
soil assay results yielded exceptionally high-grade nickel, copper, and
cobalt. These critical minerals hold great importance in the burgeoning
Electric Vehicle and Energy Storage industry.

 

 

 

 

 

Dotted Lake Activities

 

On 27 June 2023, the Company provided an exploration permitting update for the
Dotted Lake property. Panther submitted a comprehensive exploration and drill
permit application (number PR-23-000215) that covers 57 claim cells on the
north and northwest side of the property.

 

Exploration Permit Application and Prospect Details

 

 Exploration Permit Application Number (Administrative Area & Claim               Prospect Name (location)                          Targeting & Exploration Rational                                               Requested Activities
 numbers)
                                                                                                                                                                                                                   · Mechanised Drilling (up to 15 diamond core drill holes),

 PR-23-000215                                                                     Ni & Base Metal Target                            Nickel & base metals.                                                          · Electromagnetic ("EM") and Induced Polarisation ("IP") Geophysics

                                                                                                                                                                                                                   · Up to 36 pits / trenches

 (Black River and Olga Lake areas                                                 (north and northeast of Dotted Lake property)     Distinct 2.8km long linear trend of soil anomalies coincident with the         · Stripping (unto 10 localities)

                                                                                                                                  geophysical signature of an interpreted ultramafic body.

                                                                              · Exploration camps

 Cells: 541544, 541545, 541546, 541547, 541548, 541549, 541550, 541551, 548348,

 548349, 548350, 548351, 548352, 548353, 548354, 548355, 548356, 548357,                                                            Additional coincident electromagnetic and magnetic target associated with Cu
 548358, 548359, 548362, 548363, 548364, 548365, 548366, 550121, 550122,                                                            soil anomalies along strike from a known Zn occurrence.
 550124, 550125, 550126, 550127, 550128, 550129, 550130, 600373, 600379,

 600380, 600384, 600386, 600387, 600388, 600390, 600391, 600392, 600394,
 600395, 600396, 600397, 600399, 600404, 600409, 600410, 600413, 600415,

 600418, 600419, 600421)                                                                                                            Historical soil anomalies peaking at 614ppm Ni,

                                                                                                                                    861 ppm Cu and 214 ppm Co located east along strike from multi element
                                                                                                                                    anomalies identified by Panther's soil survey grid.

 

 

 

Corporate and Financial Highlights

 

Fundraising Activity

 

The Company successfully raised £350,000 in the year ended 31 December 2023
through the issue of debt:

 

·      In August 2023, Panther announced a £200,000 unsecured
convertible loan note with a 12-month maturity, accompanied by a one-for-one
warrant; and

·      Panther secured an unsecured drawdown facility with existing
shareholders for £150,000 to facilitate drilling of the Glass Reef target at
Manitou Lakes in late 2023.

 

Corporate Matters

 

On 27 April 2023, the Company published the audited results for the year ended
31 December 2022. A copy of the 2022 Annual Report was submitted to the
National Storage Mechanism and is available to the public for inspection at:
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism

 

The Annual General Meeting ("AGM") of the Company was held on 8 June 2023, at
which all resolutions were duly passed.

 

Directorate Changes

 

On 1 November 2023 the Company announced the appointments of Katherine
O'Reilly and Tracy Weslosky as non-executive directors of the Company. These
appointments followed the resignation of Mitchell Smith, the Chief Operations
Officer of the Company and Kate Asling, a non-executive director of the
Company on 31 October 2023.

 

 

Sale of Queensland Asset to ECR Minerals plc

 

On 5 April 2023, the Company announced that it had entered into a conditional
agreement to sell Panther's 30% interest in the Blue Mountain Project,
Queensland, Australia, comprising the Denny Gully Gold property to ECR
Minerals PLC (LON:ECR). The total consideration due under the agreement was
GBP£200,000 to be settled by the issue of 31,913,196 ordinary shares in ECR
Minerals PLC at a price of 0.6267p, of which 30% was due to Panther. The
Company's entire holding in ECR Minerals PLC was disposed of on 11 August
2023.

 

23.5% investment in Panther Metals Limited ("Panther Australia") as of 31
December 2023

 

As of 31 March 2024, the market capitalisation was AUD$2.5 million. Panther
Metals Limited Annual Report for the year ended 31 December 2023 and post year
end trading updates are available on its website at
https://www.panthermetals.com.au (https://www.panthermetals.com.au) . A
summary of activity during the year ended 31 December 2023 is below.

 

On 30 January 2023, the Company announced positive High Pressure Acid Leach
("HPAL") test work results for Coglia in Western Australia. The testwork
confirmed final nickel extraction at 92.6% and cobalt extraction at 73.9%.

On 28 March 2023, the Company announced that Panther Australia published a
prospectus in respect of a renounceable rights issue to raise up to $2.7
million AUD to grow the nickel-cobalt Mineral Resource at its flagship Coglia
Project in Western Australia. On 28 April 2023, the Company informed
shareholders that Panther Australia had closed its rights issue. A Follow-on
Placement of A$308,750 AUD was instituted to accommodate a portion of the
excess demand from both existing shareholders and new institutional and
professional investors.

Panther Australia stated the proceeds from the rights issue and the Follow-on
Placement were to be used for the following:

·      Coglia Nickel-Cobalt: Conducting a 7,500m targeted extensional
drilling program to significantly increase the current JORC compliant 70.6
million tonne nickel-cobalt Inferred Mineral Resource;

·      Red Flag Nickel Sulphide: Maiden drilling campaign on this newly
discovered nickel sulphide project area, once access is secured;

·      Burtville East: Expansion drilling on this shallow, bonanza
grade, gold prospect;

·      40 Mile Camp: Maiden drilling campaign on a largely untested 5.0
x 2.5 km anomalous gold and nickel prospect, once access is secured; and

·      for general working capital and to cover costs associated with
the Rights Issue and the Follow-on Placement.

As a result of the rights issue and placing, the Company is holding 23.5% of
the outstanding ordinary shares in Panther Australia (ASX:PNT).

 

On 11 May 2023, the Company announced that a second drilling campaign seeking
to grow the 70.6Mt Inferred Mineral Resource at the Coglia Nickel-Cobalt
Project in the Eastern Goldfields region of Western Australia was due to
commence shortly. The Panther Australia drilling was targeting three key
areas, through: infill drilling at the 'Southern JORC Exploration Target';
drilling on the yet untested 'East Target'; and step-out drilling at the
'Central Target'. On 1 August 2023, the Company noted that Panther Australia
had completed its second drilling campaign. The Panther Australia drilling
campaign also targeted additional prospects at 40 Mile Camp, Mt Goose and
Comet Well South, these programmes are also complete.

 

On 5 September 2023, the Company announced the Panther Australia acquisition
by staking, of two nickel focused exploration licences constituting the Marlin
Nickel Sulphide Project ("Marlin Ni Project") with a combined area of 84km(2),
located 10km northeast of their principal Coglia Ni-Co Project in Western
Australia.

On 30 October 2023, the Company noted the Panther Australia announcement
detailing significant gold intercepts from a 1,800m aircore drilling campaign
undertaken over the Ridge Target within the 40 Mile Camp Prospect in the
Laverton Goldfields of Western Australia. The Picnic Ridge work comprised the
first drilling campaign within the 40 Mile Camp prospect which covers an area
of 25km(2). The 50m by 100m grid  drilling programme, with 60m deep 60°
inclined drillholes, was designed to systematically test the first of many
anomalous targets generated from exploration of the greater area by Panther
Australia. The drilling successfully intercepted highly anomalous zones of
gold mineralisation over a 550m long strike length, which remains open at
depth and along strike, indicating potential to further grow Picnic Ridge. The
drill intercepts also validated the need to follow-up on the deeper
three-dimensional geophysics inversion targets in the area and provide
significant confidence to the wider exploration model for the 40 Mile Camp and
40 Mile Camp East prospect areas.

On 15 November 2023 the Company noted the Panther Australia announcement that
they had received all assays from the recent 5,320 metre infill and
extensional reverse circulation drilling programme of 56 holes on the
periphery of the current Inferred 70.6 Mt Nickel-Cobalt laterite Mineral
Resource estimate at the Coglia Project. Panther Australia had also
successfully completed Stage 1 metallurgical test work to identify the optimal
leaching reagent for a heap leaching operation, where sulphuric acid emerged
as the preferred agent due to its cost-effectiveness and efficiency in
leaching. Heap leaching is used in many nickel-laterite deposits. Stage 2
metallurgical test work also commenced, including various leach testing
methods and agglomeration, percolation and slump testing.

20% Investment in Fulcrum Metals plc

On 10 February 2023, the Company noted that Fulcrum Metals plc announced the
successful pricing of an initial public offering and conditional placing (the
"Placing") of 17,142,857 ordinary shares at the Fulcrum Placing Price to raise
gross proceeds of approximately £3 million.

 

Fulcrum's Admission to AIM and dealings in its ordinary shares on the AIM
market of London Stock Exchange plc commenced at 8.00 a.m. on 14 February 2023
("Admission") under the TIDM FMET with a market capitalisation at the Placing
Price of £8.725 million.

 

Subsequent to the IPO, Panther held a total of 9,971,839 ordinary shares in
Fulcrum representing a 20% interest in the entire issued share capital of
Fulcrum, valuing Panther's interest at £1.745m at the Placing Price. In
addition, Panther holds a total of 714,286 warrants exercisable at 17.5 pence
with a two-year life from the date of Admission and a further 476,190 warrants
exercisable at 26.25 pence with a three-year life.

 

The Admission of Fulcrum concluded the sale of the Big Bear Project as
announced on 7 April 2022. Panther retains a 2% net smelter return ("NSR")
royalty over the Big Bear Project and received a £200,000 cash payment from
Fulcrum.

 

On 11 May 2023, the Company noted that Fulcrum announced an update on its
exploration activities, including airborne geophysics, remote sensing study
and further mining claim acquisitions at its projects in the provinces of
Ontario and Saskatchewan in Canada.

 

On 27 July 2023, the Company provided a further update on Fulcrum's
exploration activities.

On 7 August 2023 the Company noted that Fulcrum announced they had entered
into a mineral claim purchase agreement  to acquire a 100% interest in
the Tully Gold Project close to Timmins, Ontario and an associated capital
raise of £520,000 via the issue of a convertible loan note. The Tully Gold
Project is an advanced gold exploration project with an estimated 107,000
ounce of gold resource (Tully Deposit Mineral Resource estimate, dated 15
December 2013 by Francis Minerals Ltd.) at a cost of less than USD$6 per
contained ounce.

On 7 September 2023 the Company noted the Fulcrum announcement detailing
highly anomalous uranium findings for the Charlot-Neely uranium-gold
and Fontaine Lake uranium-rare earth properties in northern Saskatchewan,
Canada.

On 3 September 2023 the Company noted the Fulcrum announcement detailing
significant gold exploration results for their Schreiber-Hemlo project
in Ontario. During the summer Fulcrum completed a Phase 2 Exploration
Programme comprising rock sampling and detailed geological mapping across the
Schreiber-Pyramid area of the Big Bear property, followed by extended infill
soil sampling of areas with limited or no bedrock exposure. This work has
delineated a gold bearing 3km long corridor which is currently open along
strike and to the north. Four drill ready prospects have been delineated and a
potential drill target pipeline comprising an additional five prospects have
been scheduled for further work.

 

On 18 September 2023 the Company noted the Fulcrum announcement detailing
drilling programme plans for the Big Bear property and the Tully Gold Project
in Ontario, Canada. Fulcrum submitted a drill permit application for a
drilling programme to test multiple gold targets at Big Bear during 2024. This
planned programme will focus within a 3km long gold prospective corridor which
contains 4 drill-ready targets and a further 5 targets for follow-up work. The
Tully Gold Project, within the Timmins-Porcupine Gold Camp, has a reported
historic total gold resource of 107,000 ounces; with 76,000 ounces at 6.56g/t
Au in the Indicated category; and 31,000 ounces at 5.17g/t Au in the Inferred
category. Fulcrum report they are in the process of planning a winter
confirmatory and infill resource drilling programme of at least 1,500 m.

On 3 October 2023 the Company noted the Fulcrum announcement detailing the
staking of three new claim blocks totalling 4,856 hectares (48.56km(2))
contiguous to and extending Fulcrum's Charlot - Neely Lake uranium-gold
project in northern Saskatchewan, Canada.

On 23 October 2023 the Company noted the Fulcrum announcement detailing the
winter drilling programme preparatory work streams and further high-grade
historical drill hole intercepts at their Tully Gold Project in Ontario,
Canada.

On 27 November 2023 the Company noted the Fulcrum announcement providing an
update on its uranium exploration assets, including a significant increase in
total area under licence/option from 184.5km(2) to 593.1km(2), for
its Charlot-Neely Lake, Fontaine Lake, Snowbird and South
Pendleton projects in the province of Saskatchewan, Canada. Highlights as
follows:

·      Fulcrum increased its Saskatchewan uranium footprint by a
potential 221% from 18,468 hectares (184.5km(2)) to 59,310 hectares
(593.1km(2)) through a combination of direct claim staking and an option
agreement.

·      Fulcrum entered into an option agreement to acquire 11,480
hectares (114.81km2) across three uranium properties at Snowbird, South
Pendleton and Charlot West from independent local prospectors. The
Agreement has a close date of 30 June 2024, Fulcrum has paid C$5,000 in
cash immediately, with C$60,000 payable in either cash or equity upon
exercise of the Agreement. The optioned properties have total work
requirements of C$57,073 through to the end of 2024 and are subject to a
retained 2% net smelter return royalty. The total cost of claim staking
was C$17,889, there are no work requirements until October 2025.

·      The staked/optioned ground constitutes the following new /
enlarged properties:

o  Snowbird - 241.87km(2) staked and option over 86.49km(2), for a total
project area of 328.35km2. The property includes several uranium airborne
anomalies and rare earth lake sediment anomalies along major faulting on trend
with historic uranium mines and major uranium projects.

o  South Pendleton - 24.72km(2) staked and option over 16.44km(2), for a
total project area of 41.16 km(2). The area is sparsely mapped but within the
property are several airborne uranium anomalies in the highly
prospective Needle Falls Shear Zone and major faulting on trend with
historic uranium mines such as Rabbit Lake and further projects having
recently obtained significant partnerships.

o  Charlot West (Charlot-Neely Uranium Project) - an additional
27.03km(2) staked covering the highly prospective Black Bay Fault contiguous
to the Charlot-Neely uranium project and 11.88km(2) area optioned to the west
of Charlot-Neely, bringing the total project area to 163.72km(2) (increase of
31%).

On 30 November 2023 the Company noted the Fulcrum announcement that they had
entered into an option agreement to acquire a 100% interest in the Teck Hughes
Gold Tailings project, located in Kirkland Lake, Ontario, Canada. In
addition, Fulcrum announced that they are in advanced discussions with Extrakt
Process Solutions regarding the licensing of its proprietary separation
technology to extract metals from mine processing tailings without the use of
cyanide.

 

Post Year End Developments

 

Panther Metals PLC

 

Investment in Panther Metals Limited ("Panther Australia")

 

On 5 March 2024 the Company noted the Panther Australia announcement of an
updated JORC (2012) compliant 102.8Mt Mineral Resource estimate ("MRE") for
the Coglia Nickel-Cobalt project ("Coglia") in Western Australia. The
announcement highlights were as follows:

 

•     Coglia MRE now stands at 102.8Mt @ 0.60% nickel and 370 ppm
cobalt, containing 614kt of nickel and 37.7kt of cobalt (Indicated and
Inferred).

 

•     This MRE update represents a 30% increase in total nickel tonnes
in comparison to the maiden 2022 MRE.

 

•     Confidence in the resource has greatly increased; over 23Mt of
the Resource is now classified as Indicated, representing 22% of the total
Resource.

 

•     Significantly, deeper extensional drilling has defined two
distinct lithologies within the resource; a lateritic upper horizon with a
deeper weathered ultramafic lower horizon, the majority of which remains open
at depth.

 

•     Three new extensional exploration targets remain open for
drill-testing at South Coglia; 'East', 'South' and 'West' targets totalling
4.18km(2).

 

•     Existing 'East' exploration drill target remains largely untested;
first exploration hole into the area encountered evidence of in-situ
nickel-sulphide style mineralisation (see Panther Australia ASX announcement
15 November 2023).

 

 

Coglia Nickel-Cobalt Indicated and Inferred Mineral Resource Estimate

 

 Host Rock   Resource Category  Tonnage      Ni Grade  Co Grade  Nickel     Cobalt (tonnes)

                                             (%)       (ppm)     (tonnes)
             Indicated          23,316,600   0.61      360       142,800    8,500

 Laterite
             Inferred           8,787,500    0.52      340       45,900     3,000
 Ultramafic  Inferred           70,782,200   0.60      370       425,500    26,200
             TOTAL              102,886,300  0.60      370       614,200    37,700

JORC (2012) compliant. Stated at a 0.40% and 0.45% nickel grade cut-off, for
the laterite and ultramafic hosted mineralisation, respectively. Some errors
may occur due to rounding.

 

On 22 January 2024 Panther Australia issued a further 2,141,161 shares taking
the Company's holding to 22.9%.

Investment in Fulcrum Metals PLC

On 15 January 2024 the Company noted the Fulcrum Metals PLC ("Fulcrum", LON:
FMET) announcement updating the market on significant progress from its
uranium projects, Charlot-Neely and Fontaine Lake, in Saskatchewan, Canada
as follows:

A total of 62 rock samples collected across Charlot-Neely and Fontaine
Lake properties:

 

o  Charlot-Neely Project

§ 48 rock samples assaying up to 5,680 ppm Uranium (U).

§ Identified vein-hosted uranium mineralisation characteristic of
the Beaverlodge area, home to several historic uranium mines.

§ Potential for unconformity-style uranium mineralisation, deposits that are
known to be larger and high-grade uranium.

 

o  The Fontaine Lake Property

§ 14 rock samples assaying up to 7,130ppm U

§ Uranium mineralisation indicates potential for lower grade, higher tonnage
deposit, comparable to the geological setting of the Rossing deposit
in Namibia.

 

On 12 March 2024 the Company announced it has sold a total of 2,346,717
ordinary shares of 1 p each in Fulcrum Metals PLC on 11 March 2024 at an
average price of 15.2 pence per Ordinary Share. Following the sale, Panther
continues to hold 7,625,122 Ordinary Shares representing 15.26% of the Fulcrum
issued share capital.

 

Pursuant to the sale, Panther has on 11 March 2024 entered into a new
lock-in agreement with Fulcrum, Allenby Capital and Clear Capital, thereby
imposing a hard lock-in period on the Panther Shares to 15 May 2025 and the
orderly market provision on the Panther Shares for a year thereafter through
to 15 May 2026. The provisions apply to the existing Ordinary Shares and any
Ordinary Shares allotted and issued to or subsequently acquired by Panther
during the locked-in period described in the New Agreement.

 

 

Panther Canada

 

Obonga

On 11 January 2024 the Company provided the additional graphite assay results
for drill hole BBR22_AW-P1-1, following additional sample submissions
targeting crystalline or 'flake' graphite.

The additional sampling was part of a review of the graphitic core drilled at
the Awkward Prospect in the autumn of 2022 and a comprehensive historical data
review which has extended the graphite potential.

The Awkward Prospect area is prospective for sulphide bearing magmatic
conduits and graphite and is located in the eastern side of the Company's
Obonga Project, which covers 90% (291 km(2)) of the district scale Obonga
Greenstone Belt in northwest Ontario.

Highlights

·     Updated graphite assay results for drill hole BBR22_AW-P1-1,
following further sample submissions. BBR22_AW-P1-1 was drilled to test a
geophysical modelled conductive target at the western end of a 730m long
conductive lineament 'Trend 3'.

 

·     Samples analysed by ALS Laboratories for Total Graphitic
Carbon ('TGC') analysis (by method C- IR18) in order to confirm the presence
of crystalline 'flake' graphite.

 

·     Results extend the downhole intersection of graphitic carbon to
27.2m @  2.25 % TGC between 12m to 43.3m downhole.

 

·     Key downhole Total Graphitic Carbon ('TGC') intersections as
follows:

·     27.2 m @ 2.25 % TGC from 12m downhole, including;

o  4.0 m @ 3.64 % TGC from 14.0 m, with 1.0 m @ 5.15 % TGC from 16.0 m ;

o  6.0 m @ 3.60 % TGC from 19.0 m, with 1.0 m @ 5.12 % TGC from 21.0 m ; and

o  8.0 m @ 2.42 % TGC from 27.0 m, with 2.0 m @ 4.16 % TGC from 29.0 m
downhole.

·     Additional geophysical plate modelling has the prospect of
extending Trend 3 a further 4.1km eastwards.

·     Factoring the additional claim package recently acquired by
Panther, initial geological interpretation suggests a preliminary graphite
target area in the region of 21.5 km2 across the Awkward and Awkward East
prospect areas.

·     Historic data review notes graphite at surface and abundant in some
units within the wider exploration area.

On 1 February 2024 the Company announced it had submitted an Exploration
Permit application for additional drilling following the discovery of
volcanogenic massive sulphide ("VMS") base metal mineralisation on the
Wishbone Prospect at the Company's Obonga Project located on the Obonga
Greenstone Belt in northern Ontario. The Exploration Permit application has
been submitted in collaboration with Broken Rock Resources Ltd., and concerns
planned work within 19 Single Cell Mining Claims in the Kashishibog Lake Area
and Uneven Lake Area administrative regions. The submitted application
covers a planned series of up to 39 diamond core drill holes and associated
down-hole geophysics surveys spread across the Wishbone Prospect in the
centre-west of the Obonga area.  The Wishbone application supplements
Exploration Permit PR-22-000116 which covers work through to 14 July 2025 at
Obonga's Survey VMS discovery, and the Ottertooth and Silver Rim prospect
areas.

On 5 March 2024 the Company announced an extension to the Obonga
Project purchase agreement with Broken Rock Resources Ltd. The agreement
allows for an additional year to meet the exploration commitment (announced 2
August 2021) over Panther's flagship project, which has advanced from a
greenfield regional data-based target area, through proof of concept to
drilling success and base metal VMS and graphite discoveries. The Panther
exploration commitment entails funding 8,000 meters of drilling on the Obonga
285km2 claim package (and all associated costs including assay results and
core storage); and to make available a budget of not less than CAN$1,000,000
(which has already been met by Panther) over an initial  four year period,
ending 31 July 2025, to fund all other operating costs on the area covered by
the Claims (including trail building, field work, community relations, access
rights and personnel costs).

 

Key Performance Indicators

 

The key performance indicators are set out below:

 

                        31-Dec-23    31-Dec-22    Change

 Net asset value        £3,556,945   £3,210,905   11%
 Market Capitalisation  £3.30m       £4.32m       (24%)
 Share Price            3.55p        4.65p        (24%)

 

 

Principal Risks and Uncertainties

 

The principal risks and uncertainties of the Group are outlined below.

 

A 'majority of the Group's operating costs will be incurred in Canadian
dollars, whilst the Group has raised capital in £ Sterling

 

The Group will incur exploration costs in Canadian Dollars but it has raised
capital in £ Sterling. Fluctuations in exchange rates of the Canadian Dollar
against £ Sterling may materially affect the Group's translated results of
operations. In addition, given the relatively small size of the Group, it may
not be able to effectively hedge against risks associated with currency
exchange rates at commercially realistic rates. Accordingly, any significant
adverse fluctuations in currency rates could have a material adverse effect on
the Group's business, financial condition and prospects to a much greater
extent than might be expected for a larger enterprise.

 

The Group will need additional financial resources if it moves into commercial
exploitation of any mineral resource that it discovers

 

Whilst the Group has sufficient financial resources to conduct its planned
exploration activities, meet its committed licence obligations and cover its
general operating costs and overheads for at least 12 months, the Group will
need additional financial resources if it wishes to commercially exploit any
mineral resource discovered because of its exploration activity.

 

The Group has budgets for all near and short-term activities and plans,
however in the longer term the potential for further exploration, development
and production plans and additional initiatives may arise, which have not
currently been identified and which may require additional financing which may
not be available to the Group when needed, on acceptable terms, or at all. If
the Group is unable to raise additional capital when needed or on suitable
terms, the Group could be forced to delay, reduce, or eliminate its
exploration, development, and production efforts.

 

Even if the Group makes a commercially viable discovery in the future there
are significant risks associated with the ability of such a discovery
generating any operational cashflows

 

The economics of developing mineral properties are affected by many factors
including the cost of operations, variations of the grade of ore mined,
fluctuations in the price of the minerals being mined, fluctuations in
exchange rates, costs of development, infrastructure and processing equipment
and such other factors as government regulations, including regulations
relating to royalties, allowable production, importing and exporting of
minerals and environmental protection. Given that the Group is at the early
exploration stage of its business many of these factors cannot be accurately
assessed, costed, planned for or mitigated at the current time. As a result of
these uncertainties, there can be no guarantee that mineral exploration and
subsequent development of any of the Group's assets will result in profitable
commercial operations.

 

The Group is not currently generating revenue and will not do so in the near
term

 

The Group is an exploration company and will remain involved in the process of
exploring and assessing its asset base for some time. The Group is unlikely to
generate revenues until such time as it has made a commercially viable
discovery. Given the early stage of the Group's exploration business and even
if a potentially commercially recoverable reserve were to be discovered, there
is a risk that the grade of mineralisation ultimately mined may differ from
that indicated by drilling results and such differences could be material.
Accordingly given the very preliminary stages of the Group's exploration
activity it is not possible to give any assurance that the Group will ever be
capable of generating revenue at the current time.

 

Going Concern

 

As a junior exploration company, the Directors are aware that the Company must
seek funds from the market in the next 12 months to meet its investment and
exploration plans and to maintain its listing status.

 

The Group's reliance on a successful fundraising presents a material
uncertainty that may cast doubt on the Group's ability to continue to operate
as planned and to pay its liabilities as they fall due for a period not less
than twelve months from the date of this report.

 

The Company successfully raised £350,000 in the year ended 31 December 2023
through issuing debt. As at the year-end date the Group had total cash
reserves of £66,120 (2022: £48,859).

 

The Directors are aware of the reliance on fundraising within the next 12
months and the material uncertainty this presents but having reviewed the
Group's working capital forecasts they believe the Group is well placed to
manage its business risks successfully providing the fundraising is
successful. The financial statements have been prepared on a going concern
basis and do not include adjustments that would result if the Group were
unable to continue in operation.

 

 

Stakeholder Engagement

 

The Company did not have any employees during the Reporting Period and
therefore this stakeholder engagement statement does not refer to how we
consider their interests. The Company will monitor the need to incorporate the
interests of employees in its decision making as the Company grows.

 

The table below acts as our stakeholder engagement statement by setting out
the key stakeholder groups, their interests and how Panther Metals engages
with them. Given the importance of stakeholder focus, long-term strategy and
reputation to the Company, these themes are also discussed throughout this
Annual Report.

 

 

 

The stakeholder engagement statement should be read in conjunction with the
full Strategic Report and the Company's Corporate Governance Statement.

 

 

Task force on Climate-related Financial Disclosures (TCFD)

 

The Group is committed to conducting its business, in an efficient and
responsible manner, in line with current best practice guidelines for the
mining and mineral exploration sectors and international investment. Panther
will integrate environmental, social and health and safety considerations to
maintain its 'social licence to operate' in all its business, planning and
investment activities. The board is committed to the disclosure of
climate-related financial information in line with the four overarching
pillars of the TCFD recommendations (Governance, Strategy, Risk Management,
Metrics and Targets) in line with the revised TCFD guidance published in 2021.

 

 Pillar                                                                           Status
 Governance

 a) Describe the Board's oversight of climate-related risks and opportunities     The Board has ultimate responsibility for ensuring that any material

                                                                                climate-related risks and issues are appropriately integrated into the Group's
                                                                                  business plans, risk management and decision making.

                                                                                  On 9 December 2022, the Board established a Responsibility Committee to

                                                                                oversee this area.

                                                                                The Responsibility Committee makes decisions and takes action to include
 b) Describe management's role in assessing and managing climate-related risks    climate risks and opportunities in our risk assessment/risk register as
 and opportunities.                                                               reported to them by management and then chooses an appropriate response to the
                                                                                  risk or opportunity, together with the potential financial impact of that
                                                                                  response.

                                                                                  Exploration project management, which includes certain board members,
                                                                                  currently assesses, and manages climate related risks and opportunities as
                                                                                  part of the planning and execution of exploration activities.

 Strategy                                                                         In FY 2023, the following climate-related risks and opportunities were fully

                                                                                identified and assessed as part of our bi-annual review of the risk register
                                                                                  as well as their impact. The risk register is reviewed and discussed at least

                                                                                annually by the Audit Committee.
 a. Describe the climate-related risks and opportunities the organisation has

 identified over the short, medium and long term ("s/t", "m/t" and "l/t").

                                                                                  Climate change-related risks and opportunities which may have a financial

                                                                                impact on the Group:

                                                                                (1) risks and opportunities related to the transition to a lower-carbon
                                                                                  economy meaning that exploration activity is made impossible or possible at a

                                                                                higher cost

                                                                                a) Canadian governmental exploration policy changes (medium and long term).

                                                                                b) climate change litigation (First Nations and other environmental
                                                                                  stakeholders- all terms)

                                                                                  c) reputational risk tied to community perceptions of the Group's activities

                                                                                (First Nations- all terms)

                                                                                d) opportunities in relation to the emergence of new technologies where the
                                                                                  Group's exploration activities and output could provide a key component e.g.

                                                                                battery metals (m/t and l/t)

                                                                                (2) risks related to the physical impacts of climate change meaning
                                                                                  exploration activity is made impossible or possible at a higher cost-

                                                                                   a) extreme weather and higher temperatures (all terms).

                                                                                  The impact of any of the climate related risks identified above could have a

                                                                                material financial impact on the Company by virtue of governmental policy
                                                                                  change or eroding of our currently positive relationships with First Nations

                                                                                or other environmental stakeholders.

                                                                                ·      The nearest term risk which has the most immediate financial
                                                                                  impact is our relationship with First Nations, as their consent is required to

                                                                                commence exploration activities.

                                                                                ·      In the medium-term governmental exploration policy changes from
                                                                                  the prevailing administration or the impact of environmental pressure groups)

                                                                                could materially financially impact the Company although this is considered
                                                                                  remote due to governmental support of the Company's exploration projects to

                                                                                date and the governmental activities currently underway to support and promote
 b. Describe the impact of climate-related risks and opportunities on the         exploration related activities such as grants and other funding initiatives.
 organisation's businesses, strategy and financial planning.

                                                                                ·      Weather related impacts could take place within any time period
                                                                                  and can shorten the annual time period within which the Company can conduct

                                                                                its exploration activities or in extreme cases could make the exploration
                                                                                  activities impossible due to feasibility or budget.

                                                                                  Conversely opportunities in relation to the emergence of new technologies

                                                                                where the Group's exploration activities and output could provide a key
                                                                                  component could present a material upside to the Company.

                                                                                  The Responsibility Committee is in the process of gathering the relevant data

                                                                                to include a description of the resilience of the organisation's strategy
                                                                                  taking into consideration different climate related scenarios, including a

                                                                                2°C or lower scenario. Part of the data gathering requires a more extensive
                                                                                  set of data and analytics from its exploration activities which is undertaken

                                                                                by third party suppliers. The Company will be encouraging them to share
                                                                                  emissions data with them during 2024 where practicable, with which to consider

                                                                                different climate-related scenarios.

  c. Describe the resilience of the organisation's strategy, taking into
 consideration different climate-related scenarios, including a 2°C or lower
 scenario.
 Pillar                                                                           Status
 Risk management

  a. Describe the organisation's processes for identifying and assessing          On 9 December 2022 the Board created a Responsibility Committee to ensure that
 climate-related risks.                                                           the processes for identifying, assessing, and managing climate-related risks

                                                                                are integrated into the organisation's overall risk management.
  b. Describe the organisation's processes for managing climate related risks.

                                                                                The Responsibility Committee reports any change in climate related risks or
  c. Describe how processes for identifying, assessing, and managing              the identification of any new climate-related risks to the Board as and when
 climate-related risks are integrated into the organisation's overall risk        they are highlighted by exploration project management or by the members of
 management.                                                                      the Responsibility Committee.

                                                                                  The organisation currently assesses and manages climate related risks and
                                                                                  opportunities as part of the planning and execution of exploration activities.
                                                                                  This assessment includes undertaking the following processes:

                                                                                  A) Commissioning environmental impact surveys from independent third-party
                                                                                  consultants prior to commencement of activities, together with adopting all
                                                                                  appropriate recommendations.

                                                                                  B) Timely consultation and liaison with key environmental stakeholders such as
                                                                                  First Nations to explain the nature of the proposed exploration programme and
                                                                                  seeking permission to commence exploration activities. Regular follow ups
                                                                                  throughout the programme.

                                                                                  C) Ensuring compliance with the Prospectors & Developers Association of
                                                                                  Canada E3 Plus: A Framework for Responsible Exploration and the International
                                                                                  Council on Mining and Metals Sustainable Development Framework (the ICMM 10
                                                                                  Principles).

                                                                                  D) Consulting with and engaging local experts in the project area terrain and
                                                                                  climate to provide guidance on risks and opportunities around the physical
                                                                                  impacts of climate change e.g., heavy snow, rising water levels in the project
                                                                                  area or potential weather conditions which may impact the exploration
                                                                                  programme.

                                                                                  Management of these risks is performed by the exploration project management
                                                                                  team and any significant risks or risks which cannot be adequately mitigated
                                                                                  or have any uncertainty around mitigation are reported to the Responsibility
                                                                                  Committee to escalate to the Board. Each Board meeting will typically contain
                                                                                  reference to all the above risks and processes.

 Metrics and Targets

                                                                                  In conjunction with ensuring that the processes for identifying, assessing,

                                                                                and managing climate-related risks are integrated into the
 a. Disclose the metrics used by the organisation to assess climate-related

 risks and opportunities in line with its strategy and risk management process.   organisation's overall risk management, the Responsibility Committee also

                                                                                tasks the project managers to compile a set of metrics and targets with which
                                                                                  to assess climate-related risks and opportunities they have identified. These

                                                                                metrics and targets are listed in the table on the next page.
 b. Disclose scope 1, scope 2 and, if appropriate, scope 3 greenhouse gas (GHG)

 emissions and the related risks.

                                                                                  The Company operates from serviced offices in the UK and gas and electricity

                                                                                is included within the monthly service fee, as such, emissions disclosure is
                                                                                  not possible.

                                                                                  In relation to Group's warehousing facilities in Canada, the Company's scope 1

                                                                                emissions for the year are 19.1 metric tonnes of CO2e and relate to gas. The
                                                                                  Company's scope 2 emissions for the year are 4.2 metric tonnes of CO2e and

                                                                                relate to electricity. The Company's scope 3 emissions are 69.4 metric tonnes
                                                                                  of CO2e and relate to UK and international travel and accommodation and

                                                                                additional goods and services. The Company uses third party providers to
                                                                                  undertake its project-based activities and will be encouraging them to share

                                                                                emissions data with them during 2024 where practicable.

 c. Describe the targets used by the organisation to manage climate related

 risks and opportunities and performance against targets.                         The targets used by the organisation to manage climate related risks and
                                                                                  opportunities and performance against targets are stated on the next page.

 

 Type of Risk                                                                   Specific Risk                                                                   Metric                                                                         2024 Target
 Risks and opportunities related to the transition to a lower-carbon economy    Canadian governmental exploration policy changes (medium and long term).
 meaning that exploration activity is made impossible or possible at a higher

 cost.                                                                                                                                                          Specific risk to be measured by the level of governmental support of the       Target is to apply for governmental grant funding in 2024.

                                                                                                                                                              sector through grant funding and no adverse changes to current regulatory
                                                                                                                                                                status.
 Risks and opportunities related to the transition to a lower-carbon economy    Reputational risk tied to community perceptions of the Group's activities                                                                                      Target is to maintain positive lines of communication with First Nations and
 meaning that exploration activity is made impossible or possible at a higher   (First Nations- all terms).
                                                                              other environmental stakeholders and meet with First Nations during 2024 to
 cost.                                                                                                                                                          Specific risk to be measured by the lines of communication with the First      foster relationships further.

                                                                                                                                                              Nations in terms of frequency and nature of written and verbal communication
                                                                                                                                                                with no adverse communication (verbal or written).

 Risks and opportunities related to the transition to a lower-carbon economy    Climate change litigation (First Nations and other environmental stakeholders-                                                                                 Target is to maintain positive lines of communication with First Nations and
 meaning that exploration activity is made impossible or possible at a higher   all terms).
                                                                              other environmental stakeholders and meet with First Nations during 2024 to
 cost.                                                                                                                                                          Specific risk to be measured by the lines of communication with the First      foster relationships further.

                                                                                                                                                              Nations in terms of frequency and nature of written and verbal communication

                                                                                                                                                                with no adverse communication (verbal or written) plus emissions data          Target is to obtain emissions data from key third party suppliers in 2024
                                                                                                                                                                publication where possible to ensure transparency to all environmental         where possible and publish where practicable.
                                                                                                                                                                stakeholders.
 Risks and opportunities related to the transition to a lower-carbon economy    Opportunities from emergence of new technologies where Group's exploration      Opportunity to be measured by keeping appraised of emerging new technologies   Target is to attend update sessions on emerging technologies which may be
 meaning that exploration activity is made impossible or possible at a higher   activities and output could provide a key component (m/t and l/t).              in connection with Panther's exploration activities.                           relevant to Panther's activities.
 cost.

 Risks related to the physical impacts of climate change meaning exploration    Extreme weather and higher temperatures (all terms).                            Risk to be measured by monitoring of weather and weather change patterns in    Target is for no change to be highlighted in order or make exploration
 activity is made impossible or possible at a higher cost-                                                                                                      exploration areas.                                                             activities predictable.

 

 

CORPORATE GOVERNANCE STATEMENT

 

Chairman's Overview

 

The Company is not required to comply with the UK Code of Corporate Governance
("UK Code").  However, the Directors recognise the importance of sound
corporate governance and the Company has adopted the Quoted Companies Alliance
Corporate Governance Code ("QCA Code") to the extent it considers appropriate,
considering the size, stage of development and resources of the Group.

 

The Directors are responsible for overall corporate governance, with respect
to the management of the business and its strategic direction, establishing
policies and in the evaluation of material investments of the Group.  It is
the responsibility of the Directors to oversee the financial position of the
Group and to monitor its business and affairs on behalf of the Shareholders,
to whom the Directors are accountable.  The primary duty of the Board is to
always act in the best interests of the Group.

 

The Directors have responsibility for the overall corporate governance of the
Group and recognise the need for the highest standards of behaviour and
accountability.  The Board has a wide range of experience directly related to
the Group and its activities and its structure ensures that no one individual
or group dominates the decision-making process.  The Board will also ensure
that internal controls and the Group's approach to risk management are
assessed periodically.

 

Board of Directors

 

The primary duty of the Board will be to always act in the best interests of
the Company.

 

The Company will hold Board meetings periodically as issues arise which
require the attention of the Board and the Board will be responsible for the
following matters:

·      the management of the business of the Company;

·      setting the strategic direction of the Company;

·      establishing the policies and strategies of the Company;

·      appraising the making of all material investments, acquisitions
and disposals;

·      oversee the financial position of the Company including approval
of budgets and financial plans, changes to the Group's capital structure;

·      approval of financial statements and significant changes to
accounting practices;

·      Stock Exchange related issues including the approval of the
Company's announcements and communications with shareholders;

·      monitor internal control; and

·      manage risk assessment.

 

The Company has also established a remuneration committee, an audit committee,
and a nomination committee of the Board with formally delegated duties and
responsibilities.

 

The Remuneration Committee comprises Tracy Weslosky as chair (previously
Nicholas O'Reilly), Simon Rothschild and Katherine O'Reilly and meets not less
than twice each year. The Remuneration Committee is responsible for the review
and recommendation of the scale and structure of remuneration for Directors,
including any bonus arrangements or the award of share options with due regard
to the interests of the Shareholders and other stakeholders.

 

The Audit Committee, which comprises Simon Rothschild as chair and Nicholas
O'Reilly meets not less than twice a year. The Audit Committee is responsible
for making recommendations to the Board on the appointment of auditors and the
audit fee and for ensuring that the financial performance of the Company is
properly monitored and reported. In addition, the Audit Committee receives,
and reviews reports from management and the auditors relating to the interim
report, the Annual Report and accounts and the internal control systems of the
Company.

 

The Nomination Committee comprises Nicholas O'Reilly as chair, Simon
Rothschild and Katherine O'Reilly, meets normally not less than twice each
year. The Nomination Committee is responsible for reviewing succession plans
for the Directors.

 

The Company has adopted and will operate a share dealing code governing the
share dealings of the Directors of the Company and applicable employees with a
view to ensuring compliance with the Market Abuse Regulation.

 

The Company has adopted, a share dealing policy regulating trading in the
Company's shares for the Directors and other persons discharging managerial
responsibilities (and their persons closely associated) which contains
provisions appropriate for a company whose shares are admitted to trading on
the Official List (particularly relating to dealing during closed periods
which will be in line with the Market Abuse Regulation). The Company will take
all reasonable steps to ensure compliance by the Directors and any relevant
employees with the terms of that share dealing policy.

 

 

Current Director Biographies

 

Darren Hazelwood, Chief Executive Officer

 

A business career built around sound financial planning, execution, delivery
and value creation.  An entrepreneur and investor who has over 15 years'
experience managing and directing teams focused on delivering value within
organisations, always with a keen focus on cost controls and great financial
management ensuring delivery of value.

 

Darren's recognition of the value created by using and expanding his network,
combined with a strong focus on delivery, has enabled him to deliver on an
enviable track record of business growth.  Darren became Chief Executive
Officer of Panther Metals in January 2019 and the business has since completed
acquisitions in Australia and Canada as it builds its position in the
exploration sector.  During the period, the business reported a considerable
reduction in its reported losses while trebling its asset base.

 

His pathway to success has been gained using astute controls and due diligence
while managing fast growth and success.  Hazelwood Glass Ltd, a start-up,
headed by Darren, has recorded year on year growth, and only posting a
negative return in its first year.  A keen focus on deal delivery and network
identification laying the foundations for growth.

 

Nicholas O'Reilly, Non-Executive Chairman

 

Nicholas is an experienced exploration geologist and consultant having worked
for over 18 years on mining and exploration projects in Africa, North and
South America, the Russian Federation, Asia and Australia. He specialises in
the design and implementation of exploration and resource projects from
grassroots to pre-feasibility in all terrains and environments, mobilising
multidisciplinary field teams and managing major programmes. Nicholas became
the Company's Non-Executive Chairman on 10 December 2021.

 

Nicholas holds a master's degree in Mineral Project Appraisal from the Royal
School of Mines, Imperial College and a bachelor's degree in applied Geology
from the University of Leicester.

 

Nicholas has previous experience as a non-executive on the board of an AIM
listed mining sector investment vehicle and is currently a director of several
private companies including Mining Analyst Consulting Ltd and Treasure Island
Resources Ltd.

 

He is currently the Co-Chairman & Treasurer of the London Mining Club
(formerly the Association of Mining Analysts), a non-profit London City based
organisation representing the broad mining investment community. Nicholas is
also a Member of The Australasian Institute of Mining and Metallurgy, Member
of The Institute of Materials, Minerals and Mining, a member of the Society of
Economic Geologists and a Fellow of The Geological Society of London.

 

Tracy Weslosky, Non-Executive Director

 

Tracy Weslosky is the Founder (2001), CEO, and Director of InvestorNews Inc.,
the publisher of InvestorNews.com, which is an independent source of market
news that receives over 120 million hits annually. Further to its role as an
online Publisher, InvestorNews has been providing digital media services in
the capital markets since 2001. Well known since 2010 for hosting some of the
largest critical mineral events in the world, Tracy is the Co-Founder and
Executive Director for the recently formed (2021) Critical Minerals Institute
(CMI), which is focused on critical minerals for a decarbonized economy.

Tracy's past business experience includes being the co-founder of a FTSE
recognised rare earths indices company REE Stocks PLC (2011-2014), and a
principal partner in a boutique investment banking firm Weslosky & Cowans
Ltd. that held an Exempt Market Dealers license for 8 years (2007-2013). This
same firm was the catalyst for the business television series DealFlow, which
was broadcast in 294 million households worldwide (2008-2010). Featured on
CNBC for 1-year, Tracy was the Host, Executive Producer, and the President for
DealFlow World Inc.

In the early nineties, Tracy started in PR for television and then quickly
evolved into radio where Billboard Magazine cited her as one of the top 3
Radio Trackers in North America. Working for recording artists with many of
the top record labels at the time, her last role in the music industry was as
the VP of Marketing, Canada, for Red Ant Entertainment, a NYSE listed company
at the time, which Tracy credits this as her first real introduction to the
public markets.

Tracy received her BA in Political Science from the University of Tennessee in
1988 and is a well-known speaker, investment market interview host and
columnist.

Simon Rothschild, Non-Executive Director

 

Simon studied at the University of St Andrews. He has been internationally
active for over thirty years in financial public relations and financial
investor relations. He started his career in the City of London's financial
sector in 1982 at Dewe Rogerson Ltd and more recently was a Principal of
Bankside Consultants, where he specialised in supporting natural resources
companies. In 2014 he set up Capital Market Consultants Limited, a financial
public relations consultancy. In addition to being a Non-Executive Director of
Panther Metals, he is also a NED of Rothschild Diamonds Limited, a private
diamond broking company.  He has previously served on the boards of
Stonedragon Limited, a company set up to establish a digital distribution
network in West Africa and Five Star diamonds, a TSX-V listed mining company
with assets in Brazil.

 

Katherine O'Reilly, Non-Executive Director

 

Katherine O'Reilly is a Fellow of the Institute of Chartered Accountants in
England and Wales. Katherine began her career as an auditor before
transitioning into Corporate Finance, spending 11 years working in Capital
Markets and Transaction Services. Since 2017 she has been providing Finance
and Operations consultancy to a variety of companies across a number of
different sectors, including natural resources.

 

 

Gender and Ethnic Diversity at Board Level

 

In accordance with the requirements of the new Listing Rule 9.8.6R(9) which
applies to accounting periods starting on or after 1 April 2022, the Board is
required to provide a statement as to whether it has met certain targets
related to gender and ethnic diversity at Board level.

 

The Board confirm that as of 31 December 2023 1 out of 3 diversity targets
were met: 40% of the Board were women.  None of the senior board positions
was held by a woman. None of the Board members were from an ethnic minority
background. The Board will look for opportunities to adhere to all three
targets during the course of 2024 and 2025.

 

Gender and ethnicity data for the Board is collected on an annual basis
through a standardised process managed via the completion of a confidential
and voluntary form, through which the individual can self-report on their
ethnicity and gender identity. Alternatively, they can specify that they do
not wish to provide such data. The criteria of the questionnaire are aligned
to the definitions specified in the UK Listing Rules.

 

 

                                                               Number of Board  Percentage of the Board  Number of Senior Positions on the Board  Number in Executive Management  Percentage in Executive Management

 Men                                                           3                60%                      2                                        1                               100%
 Women                                                         2                40%                      -                                        -                               -
 Not specified/prefer not to say                               -                -                        -                                        -                               -

                                                               5                100%                     2                                        1                               100%

 White British or other White (including minority-white
 groups)
                                                               -                -                        -                                        -                               -

 Mixed/Multiple Ethnic Groups
 Asian/Asian British                                           -                -                        -                                        -                               -
 Black/African/Caribbean/Black                                 -                -                        -                                        -                               -
 British

 Other ethnic group, including Arab                            -                -                        -                                        -                               -
 Not specified/ prefer not to say                              -                -                        -                                        -                               -

 

 

The Board are committed to equality, diversity and inclusion. The Company
actively promotes equality, diversity and inclusion, and proactively removes
and address any activities or behaviours that may jeopardise this commitment.
The Company aims to create an environment where all stakeholders can work
harmoniously, feel valued, appreciated and included, irrespective of race,
ethnicity, culture, gender, skin colour, sexual orientation, marital status,
religion, disability, ability, education background, family background,
political background, health or representative of any community.

Environmental, Social and Governance Commitments

 

Panther Metals PLC is committed to conducting its business, in an efficient
and responsible manner, in line with current best practice guidelines for the
mining and mineral exploration sectors and international investment. We will
integrate environmental, social and health and safety considerations to
maintain our 'social licence to operate' in all our business, planning and
investment activities.

 

·      We take seriously our environmental responsibilities, keeping
sustainability at the forefront of our objectives. Panther has adopted and
seeks alignment with the best practices and principals of e3 Plus: A Framework
for Responsible Exploration as set out by the Prospectors and Developers
Association of Canada and the International Council on Mining and Metals
Sustainable Development Framework (the ICMM 10 Principles).

 

·      We recognise the importance of broad engagement, respecting and
communicating at every level with interested and affected parties, in
particular First Nations and other environmental stakeholders.

 

·      We work to highest standards and maintain full transparency. We
demand our network and suppliers follow our own objectives. The Panther
employs a stringent selection and risk assessment process whereby suppliers
are only appointed who fully comply with our corporate and ethical standards
(including modern slavery and human trafficking).

 

·      The Company aims to ensure that the Company and its employees,
agents, and business partners comply with all relevant anti-bribery laws and
regulations and prohibits any form of bribery, including giving, offering,
promising, or receiving bribes.

 

 

By order of the Board

 

 

 

 

Darren Hazelwood

Chief Executive Officer

23 April 2024

 

 

 

 

COMPLIANCE WITH THE QCA CODE OF PRACTICE

 

The QCA Code, which the Company has adopted, contains 10 Principles which are
set out below together with an explanation of how the Company complies with
them.

 

Principle One: Establish a strategy and business model which promote long-term
value for shareholders.

 

The Company has a clearly defined strategy and business model which has been
adopted and implemented by the Board and which it believes will achieve long
term value for the shareholders. The details of the Company's strategy and the
key challenges are set out in the Strategic Report.

 

Principle Two: Seek to understand and meet shareholder needs and expectations.

 

The Board is committed to maintaining good communications with its
shareholders and with investors with a view to understanding their needs and
expectations. The Board and, in particular, the Chief Executive Officer,
maintain close contact with many of the shareholders.

 

All shareholders are encouraged to attend the Company's Annual General
Meetings where they can meet and directly communicate with the Board.
Shareholders and investors are also able to meet with members of the Board at
investor presentations where up to date corporate presentations may be made
after which members of the Board are available to answer questions from
shareholders and investors.

 

The Company publishes an Annual Report and Financial Statements and an Interim
Results Announcement both of which are posted to the Company's website. Annual
Report and Financial Statements provides shareholders and investors with
details of the Company's Financial Statements for the financial year or period
under review together with the Strategic and Directors' Reports and other
reports.

 

The Company also provides regular regulatory announcements and business
updates through the Regulatory News Service (RNS) and copies of such
announcements are posted to the Company's website.

 

Shareholders and investors also have access to information on the Group
through the Company's website, www.panthermetals.co.uk which is updated on a
regular basis, and which also includes the latest corporate presentation on
the Group.

 

Principle Three: Take into account wider stakeholder and social
responsibilities and their implications for long-term success.

 

The Board is very aware of the significance of social, environmental and
ethical matters affecting the business of the Group.

 

The Company will engage positively and seek to develop close relationships
with local communities, regulatory authorities and stakeholders which are in
close proximity to or connected with its overseas operations and where
appropriate the Board will take steps to safeguard the interests of such
stakeholders.

 

The Board plans, in due course, to adopt appropriate environmental and
corporate responsibility policies to ensure that the Group's activities have
minimal environmental impact on the local environment and communities in which
the Group intends to operate in.

 

Principle Four: Embed effective risk management, considering both
opportunities and threats, throughout the organisation.

 

The Board regularly reviews its business strategy and, in particular,
identifies and evaluates the risks and uncertainties which the Group is or may
be exposed to. As a result of such reviews, the Board will take steps to
manage risks or seek to remove or reduce the Group's exposure to them as much
as possible.

 

The risks and uncertainties to which the Group is exposed at present and in
the foreseeable future are detailed in Principle Risks and Uncertainties in
the Strategic Report.

 

The Company has a system of financial controls and reporting procedures in
place which are considered to be appropriate given the size and structure of
the Group.

 

Principle Five: Maintain the Board as a well-functioning, balanced team led by
the Chairman.

 

Nicholas O'Reilly, the Non-Executive Chairman, leads the Board and is
responsible for the effective performance of the Board through control of the
Board's agendas and the running of its meetings.  Nicholas O'Reilly, in his
capacity as Non-Executive Chairman, also has overall responsibility for the
corporate governance of the Company. The day to day running of the Group is
delegated to Darren Hazelwood, the Chief Executive Officer.

 

The Board holds Board meetings periodically, and at least four times a year,
as issues arise which require the attention of the Board. Prior to such
meetings, the Board's members receive an appropriate agenda and relevant
information and reports for consideration on all significant strategic,
operational and financial matters and other business and investment matters
which may be discussed and considered.

 

The Board is supported by the Remuneration, Audit and Nominee Committees,
details of which are set out on page 33.

 

Principle Six: Ensure that between them the directors have the necessary up to
date experience, skills and capabilities.

 

The Directors' biographies are set out on pages 34 and 35. The Board believes
that the current balance of sector, technical, financial, operational and
public markets skills and experience which its members have is appropriate for
the current size and stage of development of the Company

 

The Board regularly reviews its structure and whether it has the right mix of
relevant skills and experience for the effective management of the Group's
business. Where appropriate the Board appoints advisors to assist it in
carrying out its strategy including geologists, mining experts, corporate
brokers, accountants and lawyers. The Company Secretary provides advice and
guidance, as required, to the Board on regulatory matters, assisted by the
Company's lawyers.

 

 

 

Principle Seven: Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement.

 

The Board's performance is reviewed and considered in the light of the
progress and achievements against the Group's long-term strategy and its
strategic objectives. However, given the size and nature of the Group, the
Board does not consider it appropriate to have a formal performance evaluation
procedure in place. The Board will closely monitor the situation as required.

 

Principle Eight: Promote a corporate culture that is based on ethical values
and behaviours.

 

The Company has established corporate governance arrangements which the Board
believes are appropriate for the current size and stage of development of the
Company.

 

The Company has adopted a number of policies applicable to directors, officers
and employees and, in some cases, to suppliers and contractors as well, which,
in addition to the Company's corporate governance arrangements set out above,
are designed to provide the Company with a positive corporate culture. The
Company's policies include a Share Dealing Policy; an Insider Dealing and
Market Abuse Policy, an Anti-Bribery and Corruption Policy, a Whistleblowing
Policy, a Social Media Policy and the Company's Code of Conduct;

 

The Board recognises that its future exploration and development activities
could impact the local environment and communities in close proximity to its
licence areas. The Company seeks to engage positively and to develop close
relationships with local communities, regulatory authorities and stakeholders.

 

 

Principle Nine: Maintain governance structures and processes that are fit for
purpose and support good decision-making by the Board.

 

Whilst the Board has overall responsibility for all aspects of the business,
Nicholas O'Reilly, the Non-Executive Chairman, is responsible for overseeing
the running of the Board and ensuring that Board focuses on and agrees the
Group's long-term direction and its business strategy and reviews and monitors
the general performance of the Group in implementing its strategic objectives
and its achievements.

 

Darren Hazelwood, the Chief Executive Officer, has responsibility for
implementing the strategy of the Board and managing the business activities of
the Group on a day-to-day basis.

 

The Board has established Remuneration, Audit and Nominee Committees with
formally delegated duties and responsibilities.

 

This Corporate Governance Statement will be reviewed at least annually to
ensure that the Company's corporate governance framework evolves in line with
the Company's strategy and business plan.

 

Principle Ten: Communicate how the Company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders.

 

The Company's approach to communication with shareholders and others is set
out under Principles 2 and 3 above.

 

 

 

 

DIRECTOR'S REPORT

 

The Directors present their report together with the audited financial
statements for the year ended

31 December 2023.

 

A review of the business and principal risks and uncertainties has been
included in the Strategic Report.

 

Dividends

The Directors do not recommend a dividend.
 
Directors

The directors with their respective dates of service in the period and after
the year end are as follows:

 

Simon Rothschild

Darren Hazelwood

Mitchell Smith (resigned 31 October 2023)

Nicholas
O'Reilly

Kate Asling (resigned 31 October 2023)

Tracy Weslosky (appointed 1 November 2023)

Katherine O'Reilly (appointed 1 November 2023)

 

Future Developments

The future developments of the business are set out in the Strategic Report
under "Post Year End Developments" and are incorporated into this report by
reference.

 

Financial Instruments

Details of the Group's financial instruments are given in note 18.

 

 

Substantial Shareholders

The Directors are aware of the following shareholdings of 3% or more of the
issued share capital of the Company as at 31 March 2024:

 

 

                                                Number of Ordinary Shares  % of Share Capital

 Jim Nominees Limited                           11,667,787                 12.6%
 Richard and Charlotte Edwards                  9,672,727                  10.4%
 Adrian Crucefix                                9,400,000                  10.1%
 Share Nominees Ltd                             4,776,518                  5.1%
 Darren Hazelwood                               4,636,666                  5.0%
 Ian Russell Bagnall                            4,720,410                  5.1%
 Richard Howard                                 3,782,799                  4.1%
 Bruce Burrows                                  2,874,720                  3.1%
 Thomas Grant and Company Nominees Limited      2,983,364                  3.2%

 

Directors' remuneration

The remuneration of the Directors has been fixed by the Board as a whole. The
Board seeks to provide appropriate reward for the skill and time commitment
required to retain the right calibre of Director without paying more than is
necessary.

 

Details of Directors' fees and of payments made for professional services
rendered are set out in the Directors' Remuneration Report.

 

Political and Charitable Donations

The Company made no political and charitable donations (2022: £nil) during
the reporting period.

 

 

Financial Risk Management Objectives and Policies

 

Details of the Group's financial risk management objectives and policies are
set out in note 18 to these financial statements.

 

Going Concern

 

As a junior exploration company, the Directors are aware that the Company must
seek funds from the market in the next 12 months to meet its investment and
exploration plans and to maintain its listing status.

 

The Group's reliance on a successful fundraising presents a material
uncertainty that may cast doubt on the Group's ability to continue to operate
as planned and to pay its liabilities as they fall due for a period not less
than twelve months from the date of this report.

 

The Company successfully raised £350,000 in the year ended 31 December 2023
through the issue of debt. As at the year-end date the Group had total cash
reserves of £66,120 (2022: £48,859).

 

The Directors are aware of the reliance on fundraising within the next 12
months and the material uncertainty this presents but having reviewed the
Group's working capital forecasts they believe the Group is well placed to
manage its business risks successfully providing the fundraising is
successful. The financial statements have been prepared on a going concern
basis and do not include adjustments that would result if the Group were
unable to continue in operation.

 

 

Internal Control

 

The Directors acknowledge they are responsible for the Group's system of
internal control and for reviewing the effectiveness of these systems. The
risk management process and systems of internal control are designed to manage
rather than eliminate the risk of the Group failing to achieve its strategic
objectives. It should be recognised that such systems can only provide
reasonable and not absolute assurance against material misstatement or loss.

 

The Company and its subsidiaries have well established procedures which are
considered adequate given the size of the individual businesses.

 

 

 

Disclosure of Information to the Auditor

 

Each of the persons who is a director at the date of approval of this Annual
Report confirms that:

 

·      so far as the director is aware, there is no relevant audit
information of which the Company's auditors are unaware; and

·      the director has taken all the steps that he ought to have taken
as a director in order to make himself aware of any relevant audit information
and to establish that the Company's auditors are aware of that information.

 

 

Auditors

 

Keelings Ltd has expressed their willingness to continue in office. A
resolution to reappoint them will be proposed at the forthcoming Annual
General Meeting.

 

 

By order of the Board

 

 

 

 

D Hazelwood

Chief Executive Officer

 

 

23 April 2024

 

 

 

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

 

The Directors are responsible for preparing the Report and the financial
statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each
financial period. Under that law the directors have elected to prepare the
financial statements in accordance with UK adopted International Accounting
Standards. Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and of the profit or loss of the Company
for that period.  In preparing these financial statements, the directors are
required to:

 

·    properly select and apply accounting policies;

·         present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and understandable
information;

·         provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users to understand
the impact of particular transactions, other events and conditions on the
entity's financial position and financial performance; and

·    make an assessment of the Group's ability to continue as a going
concern.

 

The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's transactions and disclose with
reasonable accuracy at any time the financial position of the Group.

 

They are also responsible for safeguarding the assets of the Group and hence
for taking reasonable steps for the prevention and detection of fraud and
other irregularities.

 

The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the Isle of Man governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions. The
maintenance and integrity of the Company's website is the responsibility of
the Directors. The Directors' responsibility also extends to the ongoing
integrity of the financial statements contained therein.

 

They are further responsible for ensuring that the Strategic Report and the
Director's Report and other

information included in the Annual Report and Financial Statements is prepared
in accordance with

applicable law in the Isle of Man and certain applicable provisions of the
Listing Rules of the UK Financial Conduct Authority and the Disclosure
Guidance and Transparency Rules.

 

The Directors, after making enquiries, have a reasonable expectation that the
Company has adequate

resources to continue in operational existence for the foreseeable future.
They therefore continue to adopt

the going concern basis in preparing the accounts.

 

 

Website Publication

 

The maintenance and integrity of the Panther Metals PLC website is the
responsibility of the Directors. The work carried out by the independent
auditors does not involve the consideration of these matters and,

accordingly, the independent auditors accept no responsibility for any changes
that may have occurred in the accounts since they were initially presented on
the Panther Metals PLC website. Legislation in the United Kingdom governing
the preparation and dissemination of the accounts and other information
included in annual reports may differ from legislation in other jurisdictions.

 

 

 

DIRECTOR'S REMUNERATION REPORT

 

The Directors' Remuneration Report comprises three sections:

 

1)   The Annual Statement from the Chair of the Remuneration Committee;

2)   Remuneration Policy; and

3)   The Annual Report on Remuneration.

 

The items included in the Directors' Remuneration Report are audited unless
otherwise stated.

 

 

Annual Statement from the Chair of the Remuneration Committee

 

The Company has established a Remuneration Committee which is responsible for
reviewing, determining, and recommending to the Board the future policy for
the remuneration of the directors, the scale and structure of the directors'
fees, considering the interests of shareholders and the performance of the
Company and directors.

 

The Remuneration Committee which comprises Tracy Weslosky as Chairman
(previously Nicholas O'Reilly), Katherine O'Reilly and Simon Rothschild, will
meet at least once a year.

 

 

Major Decisions on Directors' Remuneration during the Financial Year -y/e 31
December 2023

 

There were no major decisions on Directors' Remuneration taken during the year
ended 31 December 2023.

 

 

Major Decisions on Directors' Remuneration after the Financial Year- y/e 31
December 2024

 

On 23 February 2024 the Remuneration Committee met to discuss a proposal in
relation to the incentivisation of Darren Hazelwood and Nicholas O'Reilly. As
a result of this meeting the Remuneration Committee determined that the
remuneration of Darren Hazelwood would be increased from £75,000 to £110,000
with effect from 1(st) March 2024 and the remuneration of Nicholas O'Reilly
from £20,000 to £40,000 with effect from the same date.

 

Cognisant of the ambitious plans for the Company in 2024 and beyond, the
Committee also agreed to explore additional incentivisation structures for
Darren Hazelwood and Nicholas O'Reilly, including taking legal and taxation
advice to ensure any future structure to be put in place would be consistent
with market practice alongside providing the appropriate level of
incentivisation for the directors.

 

Remuneration Policy

 

The Directors' Remuneration Policy, which is set out on pages 44 to 46 of this
report, was submitted to shareholders for approval at the 2023 AGM and such
approval was obtained.

 

A key objective of the Directors' Remuneration Policy is to align the
interests of the Directors to the long-term interests of the shareholders, and
it aims to support a high-performance culture with appropriate reward for
superior performance, without creating incentives that will encourage
excessive risk taking or unsustainable company performance. This will be
underpinned through the implementation and operation of incentive plans.

 

Remuneration Components

 

The Company remunerates Directors in line with best market practice in the
industry in which it operates. The components of Director remuneration that
are considered by the Board for the remuneration of directors in future years
are likely to consist of:

•     Base salaries;

•     Pension and other benefits;

•     Annual bonus; and

•     Share Incentive arrangements

 

Darren Hazelwood, Chief Executive Officer has entered into a service agreement
with the Company, which was renewed in January 2020 following the Placing of
the Company's shares to trading on the Main Market of the London Stock
Exchange. Non-executive directors are appointed by letters of appointment,
these were also renewed in January 2020.

 

All such contracts impose certain restrictions as regards the use of
confidential information and intellectual property and the executive
Director's service contract imposes restrictive covenants which apply
following the termination of the agreements.

 

The Company has established a workplace pension scheme, but it does not
presently have any employees qualifying under the auto-enrolment pension rules
who have not opted out of the scheme. It does not currently pay pension
amounts in relation to Directors' Remuneration. The Company has not paid out
any excess retirement benefits to any Directors or past Directors.

 

The Company does not currently have bonus schemes in place for any of the
Directors.

 

The Company does not currently have any annual or long-term incentive schemes
or any other scheme interests in place for any of the Directors, other than
the Company Share Option Plan. As noted in the Annual Statement for Directors
Remuneration, the Remuneration Committee is in the process of considering
incentivisation structures for the next phase of the Company's development.

 

 

Recruitment Policy

 

Base salary levels consider market data for the relevant role, internal
relativities, their individual experience and their current base salary. Where
an individual is recruited at below market norms, they may be re-aligned over
time, subject to performance in the role. Benefits will generally be in
accordance with the approved policy. For external and internal appointments,
the Board may agree that the Company will meet certain relocation and/or
incidental expenses as appropriate.

 

 

Payment for loss of Office

 

If a service contract is to be terminated, the Company will determine such
mitigation as it considers fair and reasonable in each case.

 

The Company reserves the right to make additional payments where such payments
are made in good faith in discharge of an existing legal obligation (or by way
of damages for breach of such an obligation); or by way of settlement or
compromise of any claim arising in connection with the termination of an
executive director's office or employment.

 

Service Agreements and Letters of Appointment

 

The terms of all the directors' appointments are subject to their re-election
by the Company's shareholders at AGM at which certain of the directors will
retire on a rotational basis and offer themselves for re-election.

 

The Executive Director's service agreement is set out in the table below. The
agreements are not for a fixed term and may be terminated by either the
Company or the executive director on giving appropriate notice.

 

Details of the terms of the agreement for each executive director are set out
below:

 

              Date of service agreement  Notice period by Company (months)  Notice period by director (months)

 Name
 D Hazelwood  6 January 2020             3 months                           3 months

 

The Non-Executive Directors of the Company have been appointed by letters of
appointment. Each Non-Executive Director's term of office is expected to run
for two three-year periods and thereafter, with the approval of the Board,
will continue subject to periodic retirement and re-election or termination or
retirement in accordance with the terms of the letters of appointment.

 

The details of each non-executive director's current terms are set out below

 

                                                                      Notice period by Company (months)  Notice period by director

               Date of letter of appointment   Current term (years)                                      (months)

 Name

 S Rothschild  6 January 2020                  6                      3 months                           3 months

 N O'Reilly    6 January 2020                  6                      3 months                           3 months

 T Weslosky    1 November 2023                 6                      3 months                           3 months

 K O'Reilly    1 November 2023                 6                      3 months                           3 months

 

 

Consideration of Shareholder Views

 

The Board considers shareholder feedback received and guidance from
shareholder bodies. This feedback, plus any additional feedback received from
time to time, is considered as part of the Company's annual policy on
remuneration.

 

The Annual Report on Remuneration

 

Single figure of remuneration for Directors (audited) 2023

 

The table below sets out a single figure for the total remuneration received
for the last two financial years by each Executive and Non-Executive Director
who served in the year ended 31 December 2023:

 

 

 2023 £                    Salaries and short-term benefits                                                       Long Term Incentive Awards  Post-Employment Benefits         Total                            Total                     Total

                                                                                                                                                                               Fixed                            Variable                  Single Figure

                           Salary/Fee                         Taxable Benefits            Bonus                   Share Based Payment 1.      Pension                                                                                     Total

 Executive Directors
 D Hazelwood               75,000                             -                           -                       11,938                      -                                75,000                           11,938                    86,938
 M Smith                   20,833                             -                           -                       2,388                       -                                20,833                           2,388                     23,221

 Total Executive           95,833                             -                           -                       14,326                      -                                95,833                           14,326                    110,159

 Non- Executive Directors

 A K Sener                 -                                  -                           -                       11,938                      -                                -                                11,938                    11,938
 S Rothschild              12,000                             -                           -                       2,388                       -                                12,000                           2,388                     14,388
 N O'Reilly                20,000                             -                           -                       11,938                      -                                20,000                           11,938                    31,938
 K Asling                  10,000                             -                           -                       2,388                       -                                10,000                           2,388                     12,388
 T Weslosky                2,000                              -                           -                       275                         -                                2,000                            275                       2,275
 K O'Reilly                2,000                              -                           -                       1, 230                      -                                2,000                            1,230                     3,230

 Total Non- Executive      46,000                             -                           -                       30,157                      -                                46,000                           30,157                    76,157

 Total Directors           141,833                            -                           -                       44,483                      -                                141,833                          44,483                    186,316

 

 

Single figure of remuneration for Directors (audited) 2022

 

 2022 £                    Salaries and short-term benefits                                                       Long Term Incentive Awards  Post-Employment Benefits         Total                            Total                     Total

                                                                                                                                                                               Fixed                            Variable                  Single Figure

                           Salary/Fee                         Taxable Benefits            Bonus                   Share Based Payment 1.      Pension                                                                                     Total

 Executive Directors
 D Hazelwood               75,000                             -                           -                       11,938                      -                                75,000                           11,938                    86,938
 M Smith                   25,000                             -                           -                       2,388                       -                                25,000                           2,388                     27,388

 Total Executive           100,000                            -                           -                       14,326                      -                                100,000                          14,326                    114,326

 Non- Executive Directors

 A K Sener                 -                                  -                           -                       11,938                      -                                -                                11,938                    11,938
 S Rothschild              12,000                             -                           -                       2,388                       -                                12,000                           2,388                     14,388
 N O'Reilly                20,000                             -                           -                       11,938                      -                                20,000                           11,938                    31,938
 K Asling                  12,000                             -                           -                       2,388                       -                                12,000                           2,388                     14,388

 Total Non- Executive      44,000                             -                           -                       28,652                      -                                44,000                           28,652                    72,652

 Total Directors           144,000                            -                           -                       42,978                      -                                144,000                          42,978                    186,978

 

Directors Beneficial Share Interests - audited

 

The beneficial interests in the Company's shares of the Directors and their
families were as follows:

 

                   Held at 31 December 2023            Held at 31 December 2022
                                  Ordinary Shares                     Ordinary Shares
                                  No                                  No
 D Hazelwood                      4,636,666                           4,636,666
 S Rothschild                     333,333                             333,333
 N O'Reilly                       333,333                             333,333

 

The following share options and warrants were issued to directors to subscribe
for Ordinary Shares. The number of share options and warrants are shown after
the Share Consolidation.

 

                                         Held at                            Held at

                                         31 December                        31 December

                                         2023                               2022

 Management Options (August 2021)
 D Hazelwood                             1,250,000                          1,250,000
 N O'Reilly                              1,250,000                          1,250,000
 S Rothschild                            250,000                            250,000
 K O'Reilly                              100,000                            100,000
 Options held by former directors        1,750,000                          1,750,000

                                         4,600,000                          4,600,000

 Management Options (November 2023)

 K O'Reilly                              600,000                            -
 T Weslosky                              600,000                            -

                                         1,200,000                          -

 

 

On 20 August 2021, the Company announced the grant of 4,600,000 options to the
Panther management team consisting of directors and staff members. All the
options have a 5-year term from the date of grant and an exercise price of 15p
per share. The options all are subject to the vesting condition of the price
of the Company's ordinary shares at a volume weighted average price of 30p per
share over any period of 120 trading days during the life of the options.

 

On 1 November 2023, the Company announced the grant of 1,200,000 options to
new directors T Weslosky and K O'Reilly. All the options have a 5-year term
from the date of grant and an exercise price of 6p per share. K O'Reilly is
also in receipt of 100,000 options relating to the August 2021 grant.

 

 

Review of past performance- Alignment of reward and Total Shareholder Return:

 

This graph shows a comparison the Company's total shareholder return (share
price growth plus dividends) with that of the FTSE 350 Mining Index. The FTSE
350 Mining Index was selected as it provides a comparison of the Company's
performance relative to the other companies in its sector.

 

 

 

Chief Executive's single figure of remuneration and variable pay outcomes

 

The table below shows the Chief Executive's single figure of remuneration and
variable pay outcomes over the same period as the graph above

 

                                              2019    2020    2021    2022    2023
                                              D Hazelwood

                                              £       £       £       £       £
 CEO Single Figure of Remuneration 1.         72,640  79,998  77,585  86,938  86,938
 Annual Bonus                                 nil     nil     nil     nil     nil
 Share Based payments vesting (% of maximum)  100%    100%    100%    100%    100%

 

1.Awards within the CEO Single Figure of Remuneration are captured in the year
that performance periods have ended, i.e., when they vest.  2020 figure:
relates to 100% of the warrants granted on 9 January 2020 which vested on the
same date. 2019 figure: relates to 100% of the warrants granted on 22 July
2019 which vested on the same date. 2018 figure: relates to 100% of the
warrants granted on 22 July 2019 which vested on the same date. The value of
all these awards has been calculated using the share price at date of
introduction to the Main Market as NEX prices are not an appropriate
reflection of value.

 

 

CEO Pay Ratio

 

UK reporting regulations require companies with 250 employees or more to
publish information on the pay ratio of the Group CEO to UK employees. The
Company does not have any employees and therefore is not required to publish
this information.

 

 

Relative Importance of Spend on Pay

 

The table below illustrates a comparison between directors' total remuneration
to distributions to shareholders and loss before tax for the financial period
ended 31 December 2023:

 

                               Distributions to shareholders  Total          Operational

                                                              director pay    cash outflows
                               £                              £              £
 Year ended 31 December 2023

                               nil                            186,316        368,088

 

Total director remuneration includes fees for directors in continuing
operations.

 

Operational cash outflow has been shown in the table above as cash flow
monitoring and forecasting in an important consideration for the Board when
determining cash-based remuneration for directors and employees.

 

 

Approved on behalf of the Board of Directors.

 

 

 

 

 

Nicholas O'Reilly

 

Chairman of the Remuneration Committee

 

23 April 2024

 

 

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANTHER METALS PLC

 

Opinion

We have audited the financial statements of Panther Metals PLC (the "Parent
Company") and its subsidiaries (the "Group") for the year ended
31 December 2023 which comprise the Group Statement of Comprehensive Income,
the Group and Parent Company Statement of Financial Position, the Group and
Parent Company Statements of Changes in Equity, the Group and parent company
Statements of Cash flows, the notes to the financial statements, which include
a summary of significant accounting policies and other explanatory
information. The financial reporting framework that has been applied in in the
preparation of the Group and Parent Company financial statements is applicable
law and UK adopted international accounting standards.

 

In our opinion the financial statements:

 -  give a true and fair view of the state of the Group's and of the Parent
    Company's affairs as at 31 December 2023 and of the Group's profit for the
    year then ended;
 -  have been properly prepared in accordance with UK adopted international
    accounting standards; and
 -  have been prepared in accordance with the requirements of the Isle of Man
    Companies Act 2006 and, as regards the Group financial statements, Article 4
    of the IAS Regulation.

 

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditors' responsibilities for the
audit of the financial statements section of our report.  We are independent
of the Group in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard, as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.  We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.

 

 

Material uncertainty related to going concern

We draw attention to note 1.2 in the financial statements. We have considered
the adequacy of the going concern disclosures made concerning the Group's and
the Parent Company's ability to continue as a going concern.  The Group made
a profit of £269,184 (2022 loss: £952,896), mainly as a result of the gain
made on the sale of Big Bear Project during the year ended 31 December 2023.
The Group and the Parent Company will continue to make losses in the future.

 

As discussed in note 1.2, the Parent Company will need to raise further funds
in order to meet its budgeted overhead costs.  These conditions, along with
other matters discussed in note 1.2 indicate the existence of a material
uncertainty which may cast significant doubt about the Group's and the Parent
Company's ability to continue as a going concern.  The financial statements
do not include the adjustments (such as impairment of assets) that would
result if the Group and the Parent Company were unable to continue as a going
concern.

Our opinion is not modified in respect of this matter.

 

We have concluded that the Directors' use of the going concern basis of
accounting in the preparation of the financial statements is appropriate based
on our audit work which included:

 

*        Review and analysis of the Group's cash flow forecast which
forms the basis of the Directors' assessment that the going concern basis of
preparation remains appropriate for the preparation of the financial
statements for a period of at least twelve months from the date of approval of
these financial statements;

 

*        Review and assessment of the validity of income and costs
included within the cash flow forecast, agreeing these to other evidence
obtained during the course of our audit;

 

*        Obtaining details of post year end fundraising, sale of
investments, agreed to supporting documentation including bank statements;

*        Discussions with the Directors concerning their strategy to
ensure the availability of funding to the Group to meet its future
requirements; and

 

*        Reviewing and considering the adequacy of the disclosure
within the financial statements relating to the Directors' assessment of the
suitability of the going concern basis of preparation.

 

Both our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections of this
report.

 

Our approach to the audit

Our assessment of audit risk, our evaluation of materiality and our allocation
of performance materiality determine our audit scope for the Group and the
Parent Company.  This enabled us to form an opinion on the consolidated
financial statements.

 

As part of the design of our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements.  In particular,
we looked at areas where the directors made subjective judgements, for example
in respect of significant accounting estimates that involved making
assumptions and considering future events that are inherently uncertain.

 

We tailored the scope of our audit to ensure that we performed sufficient work
to be able to give an opinion on the financial statements as a whole, taking
into account an understanding of the structure of the Parent Company, its
activities, the accounting processes and controls, and the industry in which
they operate.  Our planned audit testing was directed accordingly and was
focused on areas where we assessed there to be the highest risk of material
misstatement.  During the audit we reassessed and re-evaluated audit risks
and tailored our approach accordingly. The audit testing included substantive
testing on significant transactions, balances and disclosures, the extent of
which was based on various factors such as overall assessment of the control
environment, the effectiveness of controls and the management of specific
risk.

 

We communicated with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant findings,
including any significant deficiencies in internal control that we identified
during the audit.

 

Key audit matters

Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified.  These matters
included those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the
engagement team.  These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.  This is not a
complete list of all risks identified by our audit.

 

 Key audit matter      How our scope addressed this matter

 

 Measurement and valuation of investments

 The investment in associate Panther Metals Limited has been reclassified as        Our audit procedures included, but were not limited to:
 held for sale investment with a fair value of £642,120 as at 31-12-2023

 representing market value as at that date.                                         -     We obtained a copy of the final accounts of the listed associate and

                                                                                  made enquiries.

                                                                                  -     We checked that the associate had been correctly accounted for,
                                                                                    following reclassification under IFRS 5 - Non-current Assets Held for Sale,

                                                                                  including the adequacy of disclosures, in the financial statements.

 Valuation and impairment of exploration and evaluation assets

 Exploration and evaluation assets (E&E) shall be assessed for impairment           In accordance with IFRS 6 we reviewed the exploration and evaluation (E&E)
 when facts and circumstances suggest that the carrying amount of an                assets for indication of impairment.  Our audit procedures included, but were
 exploration and evaluation assets may exceed its recoverable amount per IFRS6.     not limited to:
 Determining whether impairment indicators exist involves significant judgement

 by management, including considering specific impairment indicators prescribed
 in IFRS 6.

                                                                                  -     We reviewed and challenged the directors' assessment that there were
                                                                                    no indicators of impairment present.

 Management have assessed the exploration and evaluation assets for impairment
 under IFRS 6 and concluded that no such indicators existed at the balance

 sheet date.                                                                        -     We obtained evidence that claims and licences remain valid and are

                                                                                  in good standing.

 There is a risk that unidentified impairment indicators may exist, and that

 the carrying value of the E&E assets may not be fully recoverable.                 -     We confirmed that there is an ongoing plan to develop assets.

 The Group's accounting policy is set out under "impairment of exploration and      Based on our review, no indicators of impairment were identified and,
 evaluation assets" in note 1.7 to the financial statements.                        therefore, the facts and circumstances do not suggest that the carrying value
                                                                                    amount of the E&E assets exceeds the recoverable amount.  Therefore, we
                                                                                    are satisfied that no impairment is required.

 Capitalisation of exploration and evaluation assets

 At 31 December 2023, the Statement of Financial Position includes exploration      Our audit procedures included, but were not limited to:
 and evaluation assets of £1,883,466.

                                                                                  -     We have reviewed the Group's accounting policy and consider it to be
 An entity shall determine an accounting policy specifying which expenditures       consistent with IFRS 6.
 are recognised as exploration and evaluation assets and apply the policy

 consistently. In making this determination, an entity considers the degree to
 which the expenditure can be associated with finding specific mineral

 resources per IFRS6.                                                               -     We have verified a sample of capitalised expenditure and have

                                                                                  obtained sufficient appropriate audit evidence to conclude that it has been
                                                                                    capitalised appropriately under IFRS 6.

 The Group's accounting policy is set out under "exploration and evaluation
 assets" in note 1.6 to the financial statements.

 

 Valuation and impairment of inter-company balances

 The company has a highly material inter-company debtor balance with its           Through our audit work on the exploration and evaluation assets, we did not
 subsidiary, Panther Metals (Canada) Ltd ("Panther Canada").  There is a risk      identify any inappropriate capitalisation or potential indicators of
 that, if the exploration and evaluation assets have been inappropriately          impairment.  Therefore, no indicators of impairment relating to the
 capitalised or require impairment, then the recoverable amount of the             inter-company balance built up to fund the exploration activities have been
 inter-company balance may be below its carrying value.                            identified.

                                                                                   Consequently, we agree with the directors' assessment that the carrying amount
                                                                                   of the inter-company debtor does not exceed its recoverable amount.

 

               All key matters above have been discussed with
the Audit Committee.

 

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in
evaluating the effect of identified misstatements on the audit and in forming
our audit opinion.

 

Materiality

The magnitude of an omission or misstatement that, individually or in the
aggregate, could reasonably be expected to influence the economic decisions of
the users of the financial statements.  Materiality provides a basis for
determining the nature and extent of our audit procedures.

 

We determined the materiality for the Group to be £60,000 which is based on
the key indicator, being an average of 5% of the loss before tax after
adjusting for the gain of £1.48 million.  We believe the adjusted loss
before tax is the most appropriate benchmark due to the costs incurred in
running the Group.

 

Performance materiality

The application of materiality at the individual account or balance level.
It is set at an amount to reduce to an extent appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds materiality.  On the basis of our risk assessment, together with our
assessment of the company's control environment, our judgement is that
performance materiality for the Group financial statements should be 70% of
materiality, amounting to £42,000.

 

Audit work on components for the purpose of obtaining audit coverage over
significant financial statement accounts is undertaken based on a percentage
of total Group materiality.  The performance materiality set for each
component is based on the relative scale and risk of the component to the
Group as a whole and our assessment of the risk of misstatement at that
component.  In the current year performance materiality allocated to
components was £12,046 for Panther Metals (Canada) Ltd and £29,954 for
Panther Metals PLC.

 

Other information

The other information comprises the information included in the annual report
other than the financial statements and auditor's report thereon.  The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements, or our knowledge obtained in the course of the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves.  If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.  We have nothing to report in this regard.

 

Opinions on other matters prescribed by the UK Companies Act 2006

 

In our opinion, based on the work undertaken in the course of the audit:

 

 -  the information given in the Strategic Report and the Report of the Directors
    for the financial year for which the financial statements are prepared is
    consistent with the financial statements; and
 -  the Strategic Report and the Report of the Directors have been prepared in
    accordance with applicable legal requirements.

 

Matters on which we are required to report by exception

 

In the light of the knowledge and understanding of the Group and the Parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic Report or the Report of the
Directors.

 

We have nothing to report in respect of the following matters where the UK
Companies Act 2006 requires us to report to you if, in our opinion:

 

 -  adequate accounting records have not been kept, or returns adequate for our
    audit have not been received from branches not visited by us; or
 -  the Parent Company financial statements are not in agreement with the
    accounting records and returns; or
 -  certain disclosures of directors' remuneration specified by law are not made;
    or
 -  we have not received all the information and explanations we require for our
    audit; or
 -  a corporate governance statement has not been prepared by the Parent Company.

 

Corporate governance statement

 

The Listing Rules require us to review the directors' statement in relation to
going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the Group's compliance with the provisions of the UK
Corporate Governance Statement specified for our review.

 

Based on the work undertaken as part of our audit, we have concluded that each
of the following element of the Corporate Governance Statement is materially
consistent with the financial statements, or our knowledge obtained during the
audit:

 

·        Directors' statement with regards the appropriateness of
adopting the going concern basis of accounting and any material uncertainties
identified as set out on pages 41 and 50;

·        Directors' explanation as to its assessment of the entity's
prospects, the period this assessment covers and why the period is appropriate
as set out on pages 7 to 32;

·        Directors' statement on fair, balanced and understandable as
set out on page 42;

·        Board's confirmation that it has carried out a robust
assessment of the emerging and principal risks as set out on page 26;

·        The section of the annual report that describes the review of
effectiveness of risk management and internal control systems as set out on
page 41; and;

·        The section describing the work of the audit committee as set
out on page 33.

 

 

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set
out on page 42, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.

 

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue a Report of the Auditors that includes our
opinion.  Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.

 

Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud.  The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:

 

We obtained an understanding of the Group and parent company and the sector in
which they operate to identify laws and regulations that could reasonably be
expected to have a direct effect on the financial statements, including equity
accounted associate.  We obtained our understanding in this regard through
discussions with management and application of our cumulative audit knowledge
and experience of the industry.

 

We determined the principal laws and regulations relevant to the Group and
parent company in this regard to be, but were not limited to, those arising
from local licensing laws, Isle of Man Companies Act, Listing Rules,
employment law, health and safety legislation. We focused on laws and
regulations that could give rise to a material misstatement in the financial
statements.

 

We designed our audit procedures to ensure the audit team considered whether
there were any indications of non-compliance by the Group and parent company
with those laws and regulations. Our test included, but were not limited to:

 

·        agreement of the financial statement disclosures to
underlying supporting documentation;

·        enquiries of Board of Management regarding known or suspected
instances of non-compliance with laws and regulations; enquiring of management
and the Audit Committee, including obtaining and reviewing supporting
documentation, concerning the group's policies and procedures relating to:-
identifying, evaluating and complying with laws and regulations and whether
they were aware of any instances of non-compliance; - detecting and responding
to the risks of fraud and whether they have knowledge of any actual, suspected
or alleged fraud; and - the internal controls established to mitigate risks
related to fraud or non-compliance with laws and regulations; - discussing
among the engagement team, including tax, valuations and share options
regarding how and where fraud might occur in the financial statements and any
potential indicators of fraud. As part of this discussion, we identified
potential for fraud in the following areas: fundraising activities; posting of
unusual journals and complex transactions and manipulating the Group's
alternative performance measures and other key performance indicators to meet
remuneration targets and externally communicated targets; and - obtaining an
understanding of the legal and regulatory frameworks that the Group operates
in, focusing on those laws and regulations that had a direct effect on the
financial statements or that had a fundamental effect on the operations of the
Group;

·        a review of minutes of Board of Management meetings
throughout the year;

·        obtaining an understanding of the control environment in
place to prevent and detect irregularities; and

·        a review of regulated news service announcements.

 

As in all of our audits, we addressed the risk of fraud arising from
management override of controls by performing audit procedures which included
but were not limited to: the testing of journals, reviewing accounting
estimates for evidence of bias: and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of
business.

 

Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error. Because of the inherent limitations of an
audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or
non-compliance with regulation.  This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be less likely
to become aware of instances of non-compliance. The risk is also greater
regarding irregularities occurring due to fraud rather than error, as fraud
involves intentional concealment, forgery, collusion, omission or
misrepresentation.

A further description of our responsibilities for the audit If the financial
statements is located on the Financial Reporting (http://porting) Council's
website at www.frc.org.uk/auditorsresponsibilities. This description forms
part of our Report of the Auditors.

 

Other matters which we are required to address

 

Auditor tenure - Following the recommendation of the audit committee, we were
appointed by the director Mr D Hazelwood on 20th March 2020 to audit the
financial statements for the year ending 31 December 2019 and subsequent
financial periods.  This is our fifth year of engagement.

 

Independence - We are independent of the Group and the Company in accordance
with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC's Ethical Standard as applied to
public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.

 

Non-audit services - The non-audit services prohibited by the FRC's Ethical
Standards were not provided to the Group or the Parent Company and we remain
independent of the Group and the Parent Company in conducting our audit.

 

Consistency of the audit report with the additional report to the audit
committee - Our audit opinion is consistent with the additional report to the
audit committee we are required to provide in accordance with ISAs (UK).

 

 

Use of our report

 

This report 's made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the UK Companies Act 2006. Our audit work has
been undertaken so that we might state to the company's members those matters
we are required to state to them in a Report of the Auditors and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.

 

 

 

Alfonso Del Basso (Senior Statutory Auditor)

for and on behalf of Keelings Limited, Statutory Auditor

Chartered Tax Advisers and

Chartered Certified Accountants

Broad House

1 The Broadway

Old Hatfield

Herts

AL9 5BG

 

23 April 2024

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

 

                                                                         Notes  Year ended                          Year ended

                                                                                31 December                         31 December

                                                                                2023                                2022

                                                                                £                                   £

 Revenue                                                                        -                                   -

 Cost of sales                                                                  -                                   -

 Gross profit                                                                   -                                   -

 Administrative expenses                                                        (454,330)                           (526,522)
 Share-based payment (charge)/ credit                                    17     (76,856)                            (209,946)

 Operating loss                                                                 (531,186)                           (736,468)

 Share of associate's loss to date of reclassification to held for sale  9      (171,393)                           (214,782)
 Loss on fair value of investment in Panther Metals Limited post                (233,920)                           -
 reclassification into investment held for sale

                                                                         10
 Gain on disposal of Big Bear to Fulcrum Metals Plc                      10     1,481,754                           -
 Loss on fair value of investment in Fulcrum Metals Plc                  10     (174,435)                           -
 Loss on disposal of Queensland Asset to ECR Minerals Plc                10     (12,974)                            -
 Loss on disposal of held for sale investment in ECR Minerals Plc        10     (30,731)                            -
 Finance costs                                                           14     (57,931)                            (1,646)
                                                                                                 ,                                   ,
 Profit/ (Loss) before taxation                                                 269,184                             (952,896)

 Taxation                                                                6      -                                   -

 Profit/(Loss) for the period                                                   269,184                             (952,896)

 Other comprehensive income                                                     -                                   -

 Total comprehensive profit/( loss) for the period                              269,184                             (952,896)

 

 Profit/ (Loss) attributable to:
 Equity holders of the company:
 Continuing operations              269,184                            (952,896)
 Discontinuing operations           -                                  -

                                    269,184                            (952,896)

 

 Basic profit/  (loss) per share (pence)    7  0.290p                             (1.22)p
 Diluted profit/ ( loss) per share (pence)  7  0.199p                             (1.22)p

 

 

The notes on pages 63 to 81 form an integral part of these financial
statements.

 

 

 

CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION

 

                                               Group                                                                                       Company
                                               As at                               As at                               As at                                   As at

                                               31 December                         31 December                         31 December                             31 December

                                       Notes   2023                                2022                                2023                                    2022

                                               £                                   £                                   £                                       £
 Non-current assets
 Exploration and evaluation assets     8       1,883,466                           2,303,520                           19,440                                  92,416
 Investments                           9       1                                   1,044,644                           1                                       1,044,644

 Total non-current assets                      1,883,467                           3,348,164                           19,441                                  1,137,060

 Current assets
 Held for Sale Investments             10      2,253,008                           -                                   2,253,558
 Receivables                           11      57,828                              150,319                             1,954,928                               2,308,528
 Cash at bank and in hand              12      66,120                              48,859                              59,254                                  44,781

 Total current assets                          2,377,956                           199,178                             4,267,740                               2,353,309

 Total assets                                  4,261,423                           3,547,342                           4,287,181                               3,490,369

 Current liabilities
 Trade and other payables              13      (134,358)                           (146,835)                           (125,955)                               (107,994)
 Loan Notes                            14      (406,500)                           -                                   (406,500)                               -

 Total Current Liabilities                     (540,858)                           (146,835)                           (532,455)                               (107,994)

 Net current assets                            1,837,098                           52,343                              3,735,285                               2,245,315

 Non-current liabilities
 Provision for deferred consideration  15      (163,620)                           (189,602)                           (163,620)                               (189,602)

 Total liabilities                             (704,478)                           (336,437)                           (696,074)                               (297,596)

 Net assets                                    3,556,945                           3,210,905                           3,591,106                               3,192,773

 Capital and reserves
 Called up share capital               16      6,330,665                           6,330,665                           6,330,665                               6,330,665
 Share-based payment reserve           17      591,097                             514,241                             591,097                                 514,241
 Retained losses                               (3,364,817)                         (3,634,001)                         (3,330,656)                             (3,652,133)

 Total equity                                  3,556,945                           3,210,905                           3,591,106                               3,192,773

 

The financial statements of Panther Metals PLC, registered number 009753V
(Isle of Man), were approved by the board of directors and authorised for
issue on 23 April 2024. They were signed on its behalf by:

 

D Hazelwood

Chief Executive Officer

 

The notes on pages 63 to 81 form an integral part of these financial
statements.

 

 

CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS

                                                                                 Group                                                                 Company
                                                                                 For the year ended                 For the year ended                 For the year ended                 For the year ended

                                                                                 31 December                        31 December                        31 December                        31 December

                                                                         Notes   2023                               2022                               2023                               2022

                                                                                 £                                  £                                  £                                  £
 Cash flows from operating activities
 Profit/ (Loss) for the financial year                                           269,184                            (952,896)                          321,477                            (977,846)

 Adjusted for:
 Share-based payment charge                                              17      76,856                             209,946                            76,856                             209,946
 Share of associate's loss                                               9       171,393                            214,782                            171,393                            214,782
 Loss on conversion associate into investment held for sale              10      233,920                            -                                  233,920                            -
 Gain on disposal of Big Bear to Fulcrum Metals Plc                      10      (1,481,754)                        -                                  (1,481,754)                        -
 Loss on fair value of investment in Fulcrum Metals Plc (Held for Sale)  10      174,435                            -                                  174,435                            -
 Loss on disposal of Queensland Asset to ECR Minerals Plc                10      12,974                             -                                  12,974                             -
 Loss on disposal of held for sale investment in ECR Minerals Plc        10      30,731                             -                                  30,731                             -
 Foreign exchange                                                                29,577                             (116,729)                          (7,861)                            (94,080)
 Finance costs                                                           14      57,931                             1,646                              57,931                             1,646
 (Increase)/decrease in receivables                                              92,040                             (59,560)                           (149,961)                          (962,572)
 Increase/(decrease) in payables                                                 (35,375)                           76,829                             (4,937)                            33,869

 Net cash used in operating activities                                           (368,088)                          (625,982)                          (564,796)                          (1,574,255)

 Investing activities
 Cash proceeds from sale of Big Bear to Fulcrum Metals PLC                       200,000                            -                                  200,000                            -
 Cash proceeds from sale of ECR Minerals PLC shares                              29,269                             -                                  29,269                             -
 Cash spent on exploration activities                                            (193,920)                          (949,660)                          -                                  (2,716)

 Net cash generated from/(used in) investing activities                          35,349                             (949,660)                          229,269                            (2,716)

 Financing activities
 Proceeds from issuing shares                                            15      -                                  1,508,000                          -                                  1,508,000
 Proceeds from issuing debt                                              14      350,000                            -                                  350,000                            -
 Proceeds from conversion of warrants                                    15      -                                  15,915                             -                                  15,915

 Net cash generated from financing activities                                    350,000                            1,523,915                          350,000                            1,523,915

 Net increase/ (decrease) in cash and cash equivalents                           17,261                             (51,727)                           14,473                             (53,056)

 Cash and cash equivalents at beginning of year                                  48,859                             100,586                            44,781                             97,837

 Cash and cash equivalents at end of year                                        66,120                             48,859                             59,254                             44,781

The notes on pages 63 to 81 form an integral part of these financial
statements.

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 Group                                            Share                              Share                                                                   Total

                                                  capital                            based payment reserve                                                   £

                                                  £                                  £                                  Retained

                                          Notes                                                                         losses

                                                                                                                        £

 Balance at 1 January 2022                        4,781,917                          310,263                            (2,681,105)                          2,411,075

 Loss for the year                                -                                  -                                  (952,896)                            (952,896)

 Total comprehensive loss for the year            -                                  -                                  (952,896)                            (952,896)

 Transactions with owners of the company
 Shares issued                            16      1,526,865                          -                                  -                                    1,526,865

                                                  1,526,865                          -                                  -                                    1,526,865
 Other transactions
 Shares issued upon exercise of warrants  16      21,883                             (6,282)                            -                                    15,601
 Options issued                           17      -                                  43,394                             -                                    43,394
 Warrants issued                          17      -                                  277,664                            -                                    277,664
 Forfeited warrants                       17      -                                  (110,798)                          -                                    (110,798)

 Balance at 31 December 2022                      6,330,665                          514,241                            (3,634,001)                          3,210,905

 Profit for the year                              -                                  -                                  269,184                              269,184

 Total comprehensive profit for the year          -                                  -                                  269,184                              269,184

 Other transactions
 Options issued                           17      -                                  44,486                             -                                    44,486
 Warrants issued                          17      -                                  32,370                             -                                    32,370

 Balance at 31 December 2023                      6,330,665                          591,097                            (3,364,817)                          3,556,945

 

The notes on pages 63 to 81 form an integral part of these financial
statements.

 

 

COMPANY STATEMENT OF CHANGES IN EQUITY

 

 Company                                          Share                              Share                                                                   Total

                                                  capital                            based payment reserve                                                   £

                                                  £                                  £                                  Retained

                                          Notes                                                                         losses

                                                                                                                        £

 Balance at 1 January 2022                        4,781,917                          310,263                            (2,674,287)                          2,417,893

 Loss for the year                                -                                  -                                  (977,846)                            (977,846)

 Total comprehensive loss for the year            -                                  -                                  (977,846)                            (977,846)

 Transactions with owners of the company
 Shares issued                            16      1,526,865                          -                                  -                                    1,526,865

                                                  1,526,865                          -                                  -                                    1,526,865
 Other transactions
 Shares issued upon exercise of warrants  16      21,883                             (6,282)                            -                                    15,601
 Options issued                           17      -                                  43,394                             -                                    43,394
 Warrants issued                          17      -                                  277,664                            -                                    277,664
 Forfeited warrants                       17      -                                  (110,798)                          -                                    (110,798)

 Balance at 31 December 2022                      6,330,665                          514,241                            (3,652,133)                          3,192,773

 Profit for the year                              -                                  -                                  321,477                              321,477

 Total comprehensive profit for the year          -                                  -                                  321,477                              321,477

 Other transactions
 Options issued                           17      -                                  44,486                             -                                    44,486
 Warrants issued                          17      -                                  32,370                             -                                    32,370

 Balance at 31 December 2023                      6,330,665                          591,097                            (3,330,656)                          3,591,106

 

The notes on pages 63 to 81 form an integral part of these financial
statements.

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

 

1          Accounting policies

 

1.1.       Basis of preparation

Panther Metals PLC is a public limited company incorporated in the Isle of
Man.

 

The consolidated financial statements of Panther Metals PLC and its
subsidiaries (together, "the Group") are presented as required by the
Companies Act 2006 (Isle of Man). As permitted by that Act, the financial
statements have been prepared in accordance with UK adopted International
Accounting Standards.

 

The financial statements have been prepared on the historical cost basis. The
principal accounting policies that have been adopted by the Company in the
preparation of these financial statements are set out below and have been
consistently applied to all periods presented.

 

1.2.       Going concern

The Company successfully issued debt of £350,000 in the year ended 31
December 2023. As a junior exploration company, the Directors are aware that
the Company must seek funds from the market in the next 12 months to meet its
investment and exploration plans and to maintain its listing status.  A
successful fundraising presents a material uncertainty that may cast doubt on
the Group's ability to continue to operate as planned and to pay its
liabilities as they fall due for a period not less than twelve months from the
date of this report.

 

As at the year-end date the Group had total cash reserves of £66,120 (2022:
£48,859). The directors are aware of the reliance on fundraising within the
next 12 months and the material uncertainty this presents but having reviewed
the Group's working capital forecasts they believe the Group is well placed to
manage its business risks successfully providing the fundraising is
successful. The financial statements have been prepared on a going concern
basis and do not include adjustments that would result if the Group was unable
to continue in operation. On 12 March 2024 the Company announced it has sold a
total of 2,346,717 ordinary shares of 1 p each in Fulcrum Metals PLC on 11
March 2024 at an average price of 15.2 pence per Ordinary Share. Following the
sale, Panther continues to hold 7,625,122 Ordinary Shares representing 15.26%
of the Fulcrum issued share capital. The net proceeds amounted to £320,932.

 

 

1.3.       Basis of consolidation

The consolidated financial statements incorporate the financial statements of
the Company and its subsidiary undertaking. The results of subsidiaries
acquired or disposed of during the year are included in the consolidated
income statement from the effective date of acquisition or up to the effective
date of disposal, as appropriate.

 

All business combinations are accounted for using the acquisition method of
accounting.

 

Where necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies into line with those used by
other members of the Group. All intra-group transactions, balances, income and
expenses are eliminated in full on consolidation.

 

 

1.4.       Foreign currencies

Functional and presentation currency

 

The consolidated financial statements are presented in Pounds Sterling, which
is the Group's presentation currency and the functional currency of the
holding company Panther Metals PLC.

 

Items included in the financial statements of the subsidiaries are measured
using the currency of the primary economic environment in which the entity
operates (the 'functional currency').

 

The functional currency of Panther Canada is the Canadian Dollar (CAD) which
is the currency of the environment in which the subsidiary operates.

 

Transactions and balances

 

The assets and liabilities of the Company's foreign operations are translated
at exchange rates prevailing on the date of the accounts. Income and expense
items are translated at exchange rates ruling at the date of the transactions.
Exchange differences arising, if any, are classified as income or as expenses
in the period in which they arise.

 

1.5.       Tax

Income tax expense represents the sum of the tax currently payable and
deferred tax. The tax currently payable is based on taxable profit for the
year. Taxable profit differs from profit as reported comprehensive income
statement because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are not taxable
or tax deductible. The Group's liability for current tax is calculated using
tax rates (and tax laws) that have been enacted or substantively enacted in
countries where the Group and its subsidiaries operate by the end of the
financial period.

 

Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events have occurred at that date that will result in

an obligation to pay more, or a right to pay less or to receive more tax, with
the following exceptions:

Deferred tax assets are recognised only to the extent that the Directors
consider that it is more likely than not that there will be suitable taxable
profits from which the future reversal of the underlying timing differences
can be deducted. Deferred tax is measured on an undiscounted basis at the tax
rates that are expected to apply in the periods in which timing differences
reverse, based on tax rates and laws enacted or substantively enacted at the
balance sheet date.

 

1.6.       Exploration and evaluation assets

Exploration and evaluation assets represent the cost of acquisitions by the
Group of rights and licences. All costs associated with the exploration and
investment are capitalised on a project-by-project basis, pending
determination of the feasibility of the project. Costs incurred include
appropriate technical and administrative expenses, but not general overheads
and these assets are not amortised until technical feasibility and commercial
viability is established.

 

Any deferred contingent consideration payable in relation to acquisitions of
licences or options under the exploration projects is recognised at fair value
at the acquisition date. Subsequent changes to the fair value of the
contingent consideration, which is deemed to be an asset or liability, are
recognised either in the profit and loss account or in other comprehensive
income, in accordance with IAS 39.

 

Deferred and contingent consideration amounts payable in the next or
subsequent financial years are discounted to present value with year-on-year
changes reflected in the profit and loss account. Amounts payable based on the
ultimate success of an exploration project are only recognised when there is a
legal obligation in relation to the acquisition agreement, the amount can be
reliably estimated and there is a strong likelihood of the amount being
payable.

 

If an exploration project is successful, the related expenditures will be
transferred to mining assets and amortised over the estimated life of the
reserve. Where a licence is relinquished or a project abandoned, the related
costs are written off. The recoverability of all exploration and development
costs is dependent upon the discovery of economically recoverable reserves,
the ability of the Group to obtain necessary financing to complete the
development of reserves and future profitable production or proceeds from the
disposition thereof.

 

1.7. Impairment of exploration and evaluation assets

The carrying values of capitalised exploration and evaluation assets are
assessed for impairment if fact and circumstances indicate that the carrying
amount exceeds the recoverable amount and

sufficient data exists to evaluate technical feasibility and commercial
viability. If any indication of

impairment exists, an estimate of the asset's recoverable amount is
calculated. The recoverable amount is determined as the higher of the fair
value less costs of disposal and the asset's value in use. If the carrying
amount of the asset exceeds its estimated recoverable amount, the asset is
impaired, and an impairment loss is charged to the Statement of comprehensive
income to reduce the carrying amount to its estimated recoverable amount.

 

If individual claims/ cells are abandoned for one reason or another, then the
property as a whole will

be considered for impairment. An impairment presumption also exists if no work
has been done on

a claim/ cell in three years. Cash resources are taken into consideration to
justify claim preservation/

renewal in the forthcoming twelve months.

 

1.8.       Investments

Investments in subsidiaries are held at cost less provision for impairment.
Initial recognition of investments is at the fair value of the assets given,
equity instruments issued, and liabilities incurred or assumed.

 

Investments in associates

 

An associate is an entity over which the Group is able to exercise significant
influence but not control, generally accompanying a shareholding of between
20% and 50% of the voting rights. The Group's investments in associates are
recognised using the equity method of accounting.

 

The consolidated profit and loss statement reflects the Group's share of an
associate's loss after tax. Where the Group's share of losses in an associate
exceeds its investment, the Group ceases to recognise further losses unless an
obligation exists for the Group to fund the losses. Where a change in net
assets has been recognised directly in the associate's equity, the Group
recognises its share of those changes in the statement of changes in equity
when applicable. Adjustments are made to align the accounting policies of the
associate with the Group's and to eliminate the Group's share of unrealised
gains and losses on transactions between the Group and its associates.

 

1.9. Held for Sale Investments

Investment assets intended for disposal are reclassified as 'held for sale'
once all of the following criteria are met:

·      the asset is available for immediate sale in its present
condition subject only to terms which are usual and customary for such sales

·      the sale must be highly probable i.e.:

·      management are committed to a plan to sell the asset

·      an active programme has begun to find a buyer and complete the
sale

·      the asset is being actively marketed at a reasonable price

·      the sale is expected to be completed within 12 months of the date
of classification as 'held for sale' and

·      the actions needed to complete the plan indicate it is unlikely
that the plan will be dropped or significant changes made to it.

 

Following reclassification, the assets are measured at the lower of their
existing carrying amount and their 'fair value less costs to sell'. Any
depreciation ceases to be charged. Assets are de-recognised when all material
sale contract conditions have been met.

 

1.10.     Trade and other receivables

Trade and other receivables are carried at original invoice amount less
provision made for impairment of these receivables. A provision for impairment
of trade and other receivables is established when there is objective evidence
that the Company will not be able to collect all amounts due according to the
original terms of the receivables. The amount of the provision is the
difference between the assets' carrying amount and the recoverable amount.
Provisions for impairment of receivables are included in the income statement.

 

1.11.     Trade and other payables

Trade and other payables represent liabilities for goods and services provided
to the Company prior to the financial year, which are unpaid. Current
liabilities represent those amounts falling due within one year.

 

1.12.     Financial Liabilities

Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. A financial liability is derecognised
when the associated obligation is discharged or cancelled or expires.

 

1.13.     Equity instrument

An equity instrument is any contract that evidences a residual interest in the
assets of the Group after deducting all its liabilities. Equity instruments
issued by the Group are recognised as the proceeds received, net of direct
issue costs. The costs of an equity transaction are accounted for as a
deduction from equity to the extent they are incremental costs directly
attributable to the equity transaction that would otherwise have been avoided.
The Company's Ordinary Shares are classified as equity instruments and are
shown within the share capital and the share premium reserves.

 

1.14.     Share based payments and Warrants

 

The Group operates equity-settled, share-based schemes, under which the Group
receives services from employees or third-party suppliers as consideration for
equity instruments (options and warrants) of the Group.

 

The fair value of the third-party suppliers' services received in exchange for
the grant of the options is recognised as an expense in the Income Statement
or charged to equity depending on the nature of the service provided.

 

The value of the employee services received is expensed in the Income
Statement and its value is determined by reference to the fair value of the
options granted: - including any market performance conditions; - excluding
the impact of any service and non-market performance vesting conditions (for
example, profitability or sales growth targets, or remaining an employee of
the entity over a specified time period); and - including the impact of any
non-vesting conditions (for example, the requirement for employees to save).

 

The Group classifies instruments issued as financial liabilities or equity
instruments in accordance with the substance of the contractual terms of the
instruments. The warrants issued (as outlined in note 17) are classified as
equity instruments. The fair value of the share options and warrants are
determined using the Black Scholes valuation model, considering the terms and
conditions upon which the options or warrants were granted. The amount
recognised as an expense is adjusted to reflect the actual number of share
options that are likely to vest. The share-based payments reserve is used to
recognise the value of equity-settled share-based payments, see to note 17 for
further details.

 

1.15.     New IFRS standards and interpretations not applied

The following standards and amendments became effective in the year:

·        IAS 16 Amendments prohibiting a company from deducting from
the cost of property, plant and equipment amounts received from selling items
produced while the company is preparing the asset for its intended use;

·        IAS 37 Amendments regarding the costs to include when
assessing whether a contract is onerous;

·        IFRS 3 Amendments updating a reference to the Conceptual
Framework;

·        IFRS 9 Amendments relating to the fees in the '10 per cent'
test for derecognition of financial liabilities;

·        Annual Improvements to IFRS Standards 2018-2020 Cycle.

There has been no material impact from the adoption of new standards,
amendments to standards or interpretations which are relevant to the Group.

 

1.16.     New accounting standards, amendments and interpretations that
are issued but not yet applied by the Group

Certain new standards, amendments and interpretations to existing standards
have been published that are mandatory for accounting periods beginning on or
after 1 January 2024 and which the Group has chosen not to adopt early. These
include the following standards which are relevant to the Group:

• IAS 1 Amendments regarding the classification of liabilities, Amendments
regarding the disclosure of accounting policies, and Amendments regarding the
classification of debt with covenants;

• IFRS 7 Amendments regarding supplier financial arrangements;

• IFRS 16 Amendments to clarify how a seller-lessee subsequently measures
sale and leaseback transactions;

• IAS 8 Amendments regarding the definition of accounting estimates;

• IAS 12 Amendments regarding deferred tax on leases and decommissioning
obligations and Amendments to provide a temporary exception to the
requirements regarding deferred tax assets and liabilities related to pillar
two income taxes;

• IFRS S1 General Requirements for Disclosure of Sustainability-related
Financial Information; and

• IFRS S2 Climate-related Disclosures.

The Group does not expect that the standards and amendments issued but not yet
effective will have a material impact on results or net assets.

 

2          Critical accounting estimates and judgements

The preparation of financial statements in conformity with UK adopted
International Accounting Standards, requires the use of accounting estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Although these estimates are based on
management's best knowledge of current events and actions, actual results
ultimately may differ from those estimates.

 

Share-based payments

 

The Company issued share options to certain Directors and to professional
advisers. The Black-Scholes model is used to calculate the appropriate cost
for these options. The use of this model to calculate a cost involves using
several estimates and judgements to establish the appropriate inputs to be
entered into the model, covering areas such as the use of an appropriate
interest rate and dividend rate, exercise restrictions and behavioural
considerations. A significant element of judgement is therefore involved in
the calculation of the cost.

 

Exploration and evaluation assets

 

The fair value of the Dotted Lake Project licences, the Obonga Greenstone
Project licences, and the Manitou Lakes Project licences cannot be reliably
estimated. The licence areas are at the very early stages of exploration and
whilst historical data, geophysics, exploration of the surrounding area and
other mining operations along the greenstone belt exist, until any mineral
deposits are fully understood the directors cannot determine its fair value
reliably. The directors have therefore chosen to value the licences by
reference to the equity instruments granted and measured at the date of
acquisition.

 

The Group determines that exploration costs are capitalised at the point the
Group has a valid exploration licence. The future recoverability of
capitalised exploration and evaluation expenditure is dependent on several
factors, including the level of potential resources and whether the Group's
licences remain in good standing.

 

The directors have considered indicators of impairment as set out in IFRS 6
and do not believe any such conditions exist and therefore they have not
carried out an impairment review.

 

Where the directors identify indicators of impairment IFRS 6 requires an
impairment test to be carried out in accordance with IAS 36. To the extent
that it is determined in the future that this capitalised expenditure should
be impaired, this will reduce profits and net assets in the period in which
this determination is made.

 

The directors believe that there are no other areas that involve a high degree
of judgement or complexity, or areas where assumptions and estimates are
significant to these financial statements.

 

3        Segmental information

          Continuing activities- Panther Canada

Obonga Project

Panther Metals acquired the Obonga Greenstone Belt in July 2021, identifying
four prospective primary targets: Wishbone, Awkward, Survey and Ottertooth. A
successful Phase 1 drilling campaign at Wishbone in Autumn 2021 revealed the
presence of significant VMS-style mineralised systems on the property - the
first such discovery across the entire greenstone belt.  A Phase 2 drilling
campaign took place at Wishbone in Autumn 2022 and again revealed the presence
of a second significant VMS-style mineralised system.

Awkward is a highly anomalous magnetic target, interpreted to be a layered
mafic intrusion and magmatic conduit based on mapped geology and airborne
geophysics.

Two additional named targets, Survey and Ottertooth, both display further
coincident magnetic and electromagnetic anomalies and are adjacent to the
contact between intrusive and extrusive mafic rocks.

A successful Phase 2 drilling campaign took place at Survey, Wishbone and
Awkward  in Autumn 2022 and resulted in the discovery of a second VMS on the
Obonga project. The Survey Prospect is confirmed as a new VMS. At the Wishbone
VMS System drilling has given further wide massive sulphide intersections and
high-grade zinc intersections. At Awkward the latest round of diamond drilling
outlined potentially significant intersections of near-surface crystalline
'flake' graphite.

On 2 February 2023, the Company reported that the results from the latest
round of diamond drilling confirmed the discovery of an VMS mineral system at
the Obonga Project. The Survey Prospect is confirmed as a new VMS. In
addition, at the Wishbone VMS System, drilling has given further wide massive
sulphide intersections and Zn intersections of up to 11.65% Zn. The latest
round of diamond drilling outlined potentially significant intersections of
near surface crystalline 'flake' graphite at the Obonga Project, Awkward
Prospect.

On 12 May 2023, the Company announced the acquisition, through staking, of 171
additional mining claims that are directly contiguous to the Obonga Project
and which provide coverage of exploration ground considered highly prospective
for critical metals on the northwest corner of the Obonga greenstone belt.

Dotted Lake Project

Panther Metals acquired the Dotted Lake Project in July 2020, it is
situated approximately 16km from Barrick Gold's renowned Hemlo Gold Mine. An
extensive soil programme conducted in 2021 identified numerous gold and base
metal targets, all within the same geological footprint. Following the
installation of a new trail providing direct access to the target location, an
initial drilling programme in Autumn 2021 confirmed the presence of gold
mineralisation within this system with anomalous gold continuing along strike
and present within the surrounding area.

On 27 June 2023, the Company provided an exploration permitting update for the
Dotted Lake property in the Province of Ontario Canada. Panther have submitted
a comprehensive exploration and drill permit application (number PR-23-000215)
that covers 57 claim cells on the north and northwest side of our 100%.

 

Manitou Lakes Project

On 7 April 2022 the Company announced that it had entered into an option and
sale and purchase agreement with Shear Gold Exploration Corporation to
purchase a substantial claim holding including the West Limb and Glass Reef
gold properties, on the Eagle - Manitou Lakes Greenstone Belt.

The project covers a total area of approximately 98km2 and is located within
the gold endowed Kenora Mining District, approximately 300km east of Thunder
Bay and equidistant between the towns of Fort Frances and Dryden in
north-western Ontario, Canada.

On 3 May 2023 the Company announced the award of Exploration Permit
PR-23-000024 (the "Permit") for drilling at the Manitou Lakes Project
("Manitou Lakes" or the "Project") in Ontario, Canada. The Permit, which is
valid through to 24 April 2026, covers the Barker Prospect on the West Limb
area of the Project and allows for ground and down-hole geophysics, bedrock
stripping and up to 23 drill holes over an area encompassing 7 mining claims.

On 27 September 2023 the Company announced the acquisition by staking of 19
additional single cell mining claims ("Claims"), covering circa 415 hectares
(4.15km2). The Claims comprise two blocks of ground, the Scattergood Lake
block and Beaverhead Island block, that are directly contiguous to the Manitou
Lakes Project and which provide additional coverage of exploration ground
considered highly prospective for gold.

On 1 November 2023 the Company announced the commencement of the inaugural
Manitou Lakes Project diamond drilling programme which is targeting gold
mineralisation at the Glass Reef Target.

The planned diamond drilling programme has been designed to test a linear gold
in soil anomaly delineated in the vicinity and along strike of the historical
Glass Reef Mine which worked a quartz gold stockwork between the 1890s and
1912. The current planned programme will encompass up to six diamond drill
holes over a 300m strike length.

On 5 December 2023, the Company announced the successful conclusion of the
inaugural drilling programme with the following highlights:

·  5 holes for 503 metres of diamond core drilling successfully completed at
the Glass Reef target.

·  Visual inspection of drill core confirms shear hosted quartz vein
mineralisation intersected.

·  All drill core safely returned to Panther's Thunder Bay warehouse.

·  Geological core logging and sampling to commence this week.

As at 31 December 2023 the exploration and evaluation asset totalled
£1,883,466 (2022: £2,303,520) relating to project expenditure. In the
financial years to 31 December 2023 and 2022 Panther Canada did not record any
turnover and recorded a loss of £10,003 (2022: £11,074) attributable to
administrative costs. All other expenses were capitalised and held as
evaluation and exploration assets in accordance with the Group's accounting
policy.

 

Geographical segments

 

The Group's assets and liabilities are split by geographic location in the
table below.

 

 

   As at 31 December 2023
                                              Canada                     Isle of Man                Group
                                              £                          £                          £
   Total assets                               1,889,323                  4,287,181                  4,261,422

   Total liabilities                          (1,924,491)                (696,075)                  (704,476)

   Net assets/ (liabilities)                  (35,168)                   3,591,106                  3,556,946

 

 

   As at 31 December 2022
                                              Canada                     Isle of Man                Group
                                              £                          £                          £
   Total assets                               2,320,560                  3,490,369                  3,547,342

   Total liabilities                          (2,346,327)                (297,596)                  (336,437)

   Net assets/ (liabilities)                  (25,767)                   3,192,773                  3,210,905

 

 

4.   Operating loss

                                                          Year ended                          Year ended

                                                           31 December                         31 December

                                                          2023                                2022

                                                          £                                   £
      Operating loss has been arrived at after charging:
      Loss/ (gain) on foreign exchange                    46,878                              (116,729)
      Auditors remuneration - audit fees                  24,000                              24,000
                                                                          ,

 

5.   Employees

There were no employees of the Group during the year. Director's remuneration
is separately disclosed in the Director's Remuneration Report on page 40 to
47.

 

 

6.   Taxation

 

            The Company is incorporated in the Isle of Man which
has a corporation tax rate of 0%. During the year ended 31 December 2021,
Company registered for tax in the UK. The tax on profit/(loss) for the year is
calculated at the standard rate of corporation tax in the UK of 25% (2022:
19%). The tax charge for the year is £nil (2022: £nil).

 

            The actual charge for the year can be reconciled to the
expected charge for the year based on the profit or loss and the standard rate
of tax as follows:

 

                                                      Year ended                 Year ended

                                                       31 December                31 December

                                                      2023                       2022

                                                      £                          £

     Profit/(loss) before tax                         321,477                    (977,846)

     Corporation tax at the standard rate             80,369                     (185,791)
     Effect of unrelieved tax losses carried forward  (80,369)                   185,791

     Total tax charge/ (credit)                       -                          -

 

 

 

 

 

 

 

 

 

 

 

 

 

            There is an unrecognised deferred tax asset as at 31
December 2023 of £354,725 (2022: £488,931) which in view of the trading
results, is not considered by the directors to be recoverable in the short
term. The applicable tax rate is 25% which was substantially enacted under UK
legislation and would be the rate applicated when the asset reverses.

 

 

 

7.   Earnings/ (Loss) per share

The basic earnings per share for the period of 0.290p (2022: -1.22p) is
calculated by dividing the profit for the period by the weighted average
number of Ordinary Shares in issue of 92,822,307 (2022:  78,075,854 Ordinary
Shares). No shares were issued during the year.

 

There are 41,196,159 potentially issuable shares all of which relate to share
options issued to Directors and professional advisers under option, options
issued as part of acquisitions and warrants issued as part of placings and the
issuance of debt (see note 14), the weighted average number of potential
Ordinary Shares in issue is 134,738,465 (2022: 109,298,579 Ordinary Shares).
On this basis the diluted earnings per share is 0.199p.  Due to the losses in
the year ended 31 December 2022, the diluted loss per share is anti-dilutive
and therefore has been kept the same as the basic loss per share of -1.22p per
share.

 

 

8.   Exploration and evaluation assets

     Group                                       Panther Canada                     Panther                            Total

                                                                                    PLC
                                                 £                                                                     £
     Net book value
     At 1 January 2023                           2,211,104                          92,416                             2,303,520

     Additions                                   147,371                            -                                  147,371
     Disposal of Big Bear (see note 10)          (494,449)                          -                                  (494,449)
     Disposal of Queensland Asset (see note 10)  -                                  (72,976)                           (72,976)

     At 31 December 2023                         1,864,026                          19,440                             1,883,466

 

Canada- Dotted Lake Project

Panther Metals acquired the Dotted Lake Project in July 2020, it is
situated approximately 16km from Barrick Gold's renowned Hemlo Gold Mine.

During the year ended 31 December 2022 expenditure on the project amounted to
£39,337 and related to core cutting and processing.

During the year ended 31 December 2023 expenditure on the project amounted to
£1,961 and related to geological consultancy.

 

Canada- Obonga Greenstone Belt Project

 

On 2 August 2021, the Company announced the acquisition of 1,128 claims,
constituting an almost exclusive exploration holding over the Obonga
Greenstone Belt located approximately 80km north of the Lac Des Iles Mine and
160km north of Thunder Bay in the Province of Ontario Canada. The acquisition
of claims, consolidating Panther Canada's new Obonga Project, results from an
agreement with Broken Rock Resources Ltd and Panther's own claim staking
strategy which provides the Company with control of an important mineral belt
with identified and permitted high prospectivity drill-ready base and precious
metal targets. The total consideration package on the project amounted to
£301,496. In November 2021, the Company agreed a deal to take an option on
four further properties on the Obonga greenstone belt to supplement its
landholding in the area.

 

During the year ended 31 December 2022 expenditure on the project amounted to
£831,192.

·              Survey and drilling assessment work amounting to
£23,722.

·              A successful Phase 2 drilling campaign costing
£593,027 took place at Survey, Awkward and Wishbone in Autumn 2022 and
resulted in the discovery of a volcanogenic massive sulphide (VMS) at Survey.
The Wishbone VMS System drilling has given further wide massive sulphide
intersections and high-grade zinc intersections. At Awkward, the drilling has
outlined potentially significant intersections of near-surface crystalline
'flake' graphite.

·              Surveying, sampling and core processing costs of
£57,570.

·              Geological services relating to the work
amounting to £156,873.

 

During the year ended 31 December 2023 expenditure on the project amounted to
£57,653 and related to geological consultancy, staking, core processing,
warehousing, claims management and reporting and helicopter surveys and
reconnaissance in preparation for the 2024 programme.

 

8.   Exploration and evaluation assets (continued)

 

Canada- Manitou Lakes Project

 

On 7 April 2022 the Company announced that it had entered into an option and
sale and purchase agreement with Shear Gold Exploration Corporation to
purchase a substantial claim holding including the West Limb and Glass Reef
gold properties, on the Eagle - Manitou Lakes Greenstone Belt.

 

The project covers a total area of approximately 98km2 and is located within
the gold endowed Kenora Mining District, approximately 300km east of Thunder
Bay and equidistant between the towns of Fort Frances and Dryden in
north-western Ontario, Canada.

 

            During the year ended 31 December 2022 expenditure on
the project amounted to £72,180.

 

            During the year ended 31 December 2022 expenditure on
the project amounted to £87,654 relating to £73,077 on the Autumn drilling
programme and £14,577 on geological consultancy, claims management and
reporting.

 

 

Panther Metals PLC

 

The Company directly holds a small amount of exploration and evaluation assets
in projects in Queensland and Mauritania. The technical feasibility and
commercial viability of extracting a resource are not yet demonstrable in the
above exploration and evaluation assets. When technical feasibility and
commercial viability is established, and the criteria is met they will be
transferred to Property, Plant and Equipment.

 

 

9.   Investments

Company

 

                                                                                                              Investments

                                                                                                              £

    At 1 January 2022                                                                      1,165,528

    Panther Australia loss on associate                                                    (214,782)
    Panther Australia foreign exchange gain                                                94,080
    Deregistration of Parthian Resources (HK) Limited                                      (182)

    At 31 December 2022                                                                    1,044,644

    At 1 January 2023                                                                      1,044,644

    Panther Australia loss on associate                                                    (171,393)
    Panther Australia foreign exchange gain                                                2,790
    Panther Australia reclassification of associate as held for sale investment            (876,040)

    At 31 December 2023                                                                    1

 

 

On 28 April 2023, the Company informed shareholders that Panther Australia had
closed its rights issue to raise A$2.7 million AUD to grow the nickel-cobalt
Mineral Resource at its flagship Coglia Project in Western Australia. A
Follow-on Placement of A$308,750 million AUD was instituted to accommodate a
portion of the excess demand from both existing shareholders and new
institutional and professional investors. As a result of the rights issue and
placement, Panther held 23.54% of the outstanding shares in Panther Australia
(December 2022 - 36.61%).

On 11 December 2023 the Company announced its entire holding in ASX listed
Panther Metals Ltd was released from escrow and became free trading. At this
point the entire holding stated in the table above was reclassified as a held
for sale investment (see note 10). The Company recognised the share is losses
in the associate and then reclassified the investment as held for sale.

The Company's investments at the balance sheet date comprise ownership of the
ordinary share capital of the following companies:

 

     Subsidiary                   Ownership  Country of Incorporation  Nature of business

     Lonnus (M) Sdn Bhd           100%       Malaysia                  Dormant
     Panther Metals (Canada) Ltd  100%       Canada                    Exploration

The subsidiary companies use the Company's business address of Eastways
Enterprise Centre,

7 Paynes Park, Hitchin, Hertfordshire, SG5 1EH as their registered office.

 

 

 

10.  Investments Held for Sale

 

     Investments Held for Sale         Fulcrum Metals plc                 ECR Minerals plc                   Panther Metals Limited             Total
                                       £                                                                                                        £
     Net book value
     At 1 January 2023                 -                                  -                                                                     -

     Additions in the period           1,785,323                          60,000                             876,040                            2,721,363
     Disposals in the period           -                                  (60,000)                           -                                  (60,000)
     Loss on investment held for sale                                                                                                           (408,355)

                                       (174,435)                          -                                  (233,920)

     At 31 December 2023               1,610,888                          -                                  642,120                            2,253,008

 

Fulcrum Metals plc

 

On 7 April 2022, the Company announced the signing of a sale agreement for the
transfer of 128 mining claims, constituting the Company's Big Bear Project
located on the Schreiber-Hemlo Greenstone Belt. Under the terms of the
agreement the Company's Canadian subsidiary Panther Metals (Canada) Limited
transferred the Claims and associated information to Fulcrum Metals (Canada)
Ltd., the Canadian subsidiary of Fulcrum Metals Limited, an Irish registered
company which at the time was seeking an IPO on the AIM Market of the London
Stock Exchange.

 

On 10 February 2023, the Company noted that Fulcrum Metals plc had announced
the successful pricing of an IPO and conditional placing of 17,142,857
ordinary shares in the capital of Fulcrum Metals plc to raise gross proceeds
of approximately £3 million.

 

As a result, Panther holds a total of 9,971,839 ordinary shares in Fulcrum
Metals plc representing a 20% interest in the entire issued share capital of
Fulcrum Metals plc, valuing Panther's interest at £1.745 million at the
Fulcrum Placing Price. In addition, Panther holds a total of 714,286 warrants
exercisable at 17.5 pence with a two-year life from the date of Admission and
a further 476,190 warrants exercisable at 26.25 pence with a three-year life.

 

The Big Bear exploration project asset in Panther Canada amounting to
CAD$811,637 (£503,562) was transferred into a newly formed Canadian vehicle
and was acquired by Fulcrum Metals plc. Fulcrum Metals plc issued ordinary
shares, warrants and paid cash to Panther. The share consideration has been
valued at the price per ordinary share as at the date of issue of the ordinary
shares which was £1,745,000 as at 10 February 2023. The associated warrants
have been valued at £40,323 by Fulcrum Metals plc in their interim report to
31 March 2023
(https://fulcrummetals.com/wp-content/uploads/2023/06/Fulcrum-Metals-interims-March-2023.pdf).
The cash has been valued at £200,000, the cash proceeds received. The sale
generated a gain on disposal of £1,481,754 which has been accounted for in
the income statement.

 

As at 31 December 2023, the investment in Fulcrum Metals plc has been classed
as held for sale on the basis that the ordinary shares can be sold within the
next 12 months and has been valued at the market price of the ordinary shares
as at that date being 0.1575 pence and the warrants on the same value as was
recognised on inception. The difference between the market value at inception
and as at 31 December 2023 has been recognised in the income statement in the
period.

 

 

ECR Minerals plc

 

On 5 April 2023, the Company announced that it entered into a conditional
agreement to sell Panther's 30% interest in the Blue Mountain Project,
Queensland, Australia, comprising the Denny Gully Gold property to ECR
Minerals plc (LON:ECR). The total consideration under the agreement amounted
to £200,000 of which 30% is due to Panther, settled by the issue of
31,913,196 ordinary shares in ECR Minerals plc at a price of 0.6267p.

 

The Company's interest in the Blue Mountain project amounted to £72,974. The
share consideration has been valued at the price per ordinary share as at the
date of issue of the ordinary shares which was £60,000 as at 5 April 2023.
This gives rise to a loss on disposal of £12,974 which has been accounted for
in the income statement. The investment in ECR Minerals plc was classed as
held for sale on the basis that the ordinary shares can be sold within the
next 12 months and has been valued at the market price of the ordinary shares
as at that date. On 11 August 2023, the Company's entire holding in ECR
Minerals plc was disposed of for proceeds of £29,269 which generated a loss
on disposal of £30,731.

 

Panther Metals Limited

 

On 11 December 2023 the Company announced its entire holding in ASX listed
Panther Metals Ltd was released from escrow and became free trading. At this
point the entire holding of 20,000,001 shares was reclassified as a held for
sale investment on the basis that the ordinary shares can be sold within the
next 12 months. The fair of the investment of £642,120 is the market price as
at that date being AUD $0.006 of the 20,000,001 ordinary shares. The
difference between the disposal value of the associate and the market value of
the investment has been recognised in the income statement.

 

 

 

11.  Receivables

                                            Group                                                                 Company
                                            As at                              As at                              As at                              As at

                                            31 December                        31 December                        31 December                        31 December

                                            2023                               2022                               2023                               2022

                                            £                                  £                                  £                                  £
     Amounts falling due within one period
     Amounts due from subsidiaries          -                                  -                                  1,915,081                          2,263,586
     Prepayments                            30,294                             38,437                             30,294                             38,437
     Other receivables                      28,534                             111,882                            10,103                             6,505

                                            58,828                             150,319                            1,955,478                          2,308,528

 

12.  Cash and cash equivalents

Cash and cash equivalents comprise cash held at bank.

 

 

13.  Trade and other payables

                                       Group

                                                                                                             Company
                                       As at                              As at                              As at                              As at

                                       31 December                        31 December                        31 December                        31 December

                                       2023                               2022                               2023                               2022

                                       £                                  £                                  £                                  £

     Trade payables                    74,331                             86,607                             65,928                             47,766
     Accruals                          36,311                             36,000                             36,311                             36,000
     Deferred consideration (note 15)  23,716                             24,228                             23,716                             24,228

                                       134,358                            146,835                            125,955                            107,994

 

 

 

14.  Convertible Loan Note and Loan Notes

 

                                                             Group

                                                                                                                                   Company
                                                             As at                              As at                              As at                              As at

                                                             31 December                        31 December                        31 December                        31 December

                                                             2023                               2022                               2023                               2022

                                                             £                                  £                                  £                                  £
     Current Liabilities payable within 1 year
     Amount due to Convertible Loan Note Holders (Aug 2023)  234,000                            -                                  234,000                            -
     Amount due to Loan Note Holders (November 2023)         172,500                            -                                  172,500                            -

                                                             406,500                            -                                  406,500                            -

 

 

On 31 August 2023, the Company announced that it has raised in
aggregate £200,000 (before expenses) by the issue of 17% unsecured
convertible loan notes with a 12-month maturity and possible early conversion
and warrants attached on a one-for-one basis with an exercise price of 5.5
pence each.  The features of the convertible loan notes are as follows:

 

·      The conversion price of each Convertible Loan Note is 4.1 pence
per ordinary share.

·      The Convertible Loan Notes are convertible at the option of the
Company into such number of ordinary shares in the capital of the Company as
is the product of dividing the amount of an individual holder's Convertible
Loan Notes and accrued interest by 4.1 pence.

·      The Warrants are attached to the Convertible Loan Notes on a
one-for-one basis at an exercise price of 5.5 pence each.

 

On 20 November 2023, the Company announced the issue of 15% unsecured loan
notes with a 12-month maturity and warrants attached on a one-for-one basis
with an exercise price of 3.3 pence. As and when the warrants are converted
the value of those warrants will be subtracted from the outstanding loan
balance owed by the Company.

 

The Company has determined that both debt instruments are liabilities as the
Company has an obligation to deliver cash or another financial asset that it
cannot avoid. The presentation of the debt as at 31 December 2023 fully
accrues interest due on the debt (£34,000 for the Convertible Loan Note and
£22,500 for the loan notes respectively) as early settlement is at the
determination of the Company but on a 12 month maturity basis.

 

The conversion of the Convertible Loan Notes is at the determination of the
Company rather than the loan note holder (reverse convertible loan notes) and
is for a fixed number of shares. As at the balance sheet date the intention
was to settle in cash. The Company therefore determined that at the balance
sheet date, any equity component of the Convertible Loan Notes would have a
value of £nil.

 

The warrants attached to the convertible loan notes and the loan notes have
been treated as equity instruments and have been valued on the same basis as
warrants issued as part of a share issue/ placing.

 

15.  Provision for Deferred Consideration

                                                Group

                                                                                                                      Company
                                                As at                              As at                              As at                              As at

                                                31 December                        31 December                        31 December                        31 December

                                                2023                               2022                               2023                               2022

                                                £                                  £                                  £                                  £
     Current Liabilities payable within 1 year
     Amount due to Broken Rock                  17,787                             18,136                             17,787                             18,136
     Amount due to Aki Siltamaki                5,929                              6,092                              5,929                              6,092

                                                23,716                             24,228                             23,716                             24,228

     Non-Current Liabilities
     Amounts due to Broken Rock                 163,620                            183,557                            163,620                            183,557
     Amount due to Aki Siltamaki                -                                  6,045                              -                                  6,045

                                                187,336                            189,602                            187,336                            189,602

 

 

On 2 August 2021, the Company announced the acquisition of 1,128 claims,
constituting an almost exclusive exploration holding over the Obonga
Greenstone Belt located approximately 80km north of the Lac Des Iles Mine and
160km north of Thunder Bay in the Province of Ontario Canada.  The
acquisition of claims, consolidating Panther Canada's new Obonga Project,
results from an agreement with Broken Rock Resources Ltd and Panther's own
claim staking strategy which provides the Company with control of an important
mineral belt with identified and permitted high prospectivity drill-ready base
and precious metal targets. Consideration for the Broken Rock transaction
consisted of CAD$50,000 in cash, 228,925 Panther shares credited as fully
paid,  the right to receive deferred consideration comprising four tranches
of CAD$30,000 in cash each payable within 30 days of the annual anniversary of
the acquisition agreement, followed by a final payment of CAD$250,000 in cash
payable within 30 days of the fifth anniversary of the date of the acquisition
agreement and 1.5% NSR royalty (which has provision for Panther to reduce the
royalty to 1.0% NSR through a CAD$3,000,000 buy-back). As part of the
transaction Panther also awarded 500,000 share options with an exercise price
of 13p per share and a life of five years.

 

            In November 2021, the Company agreed a deal with Aki
Siltamaki to take an option on four further properties on the Obonga
greenstone belt to supplement its landholding in the area.  The headline
consideration was CAD$30,000 upfront and an ongoing payment of CAD $10,000 per
year for the three consecutive years of the agreement and the final payment of
CAD $200,000. The final payment is contingent on success in the ground.

 

A deferred consideration liability has been recognised as there are no
conditions attached to these payments. The amounts payable over time have been
discounted to present value. Each year the liability is increased by the
interest rate used in the discounting calculation with subsequent increases
expensed to finance costs.

 

During the year ended 31 December 2023, payments of CAD$30,000 and CAD$10,000
were made to Broken Rock and Aki Siltamaki respectively and £1,431 (2022:
£1,646) was recognised in finance costs.

 

16.  Share capital

The table below presents the number of new Ordinary Shares after each equity
transactions that occurred in the year ended 31 December 2023 and the
comparative period to 31 December 2022.

                                                          Number of new Ordinary shares            Share

                                                                                                   Capital
                                                          No                                       £
     Allotted, issued and fully paid:
     As at 1 January 2022                                 66,841,342                               4,781,917

     Placing on 7 March 2022                              4,500,000                                360,000
     Shares issued upon exercising Subscription warrants  265,242                                  21,883
     Placing on 18 August 2022                            20,872,726                               1,148,000
     Issue of shares to geological consultant             343,000                                  18,865

     As at 31 December 2022                               92,822,310                               6,330,665

     As at 31 December 2023                               92,822,310                               6,330,665

 

 

On 7 March 2022, the Company raised £360,000 through a placing of 4,500,000
Ordinary Shares at a price of 8p per share. The admission of those shares took
place on 10 March 2022.

 

On 8 March 2022, 265,242 Ordinary Shares were issued upon the exercise of
265,242 warrants at a price of 6p per share raising £15,915. The admission of
those shares took place on 11 March 2022.

 

On 18 August 2022, the Company announced the Placing and admission of
20,872,726 ordinary shares at a price of 5.5 pence per Placing Share in
raising gross proceeds of £1,148,000.  The admission of those shares took
place on 18 August 2022. Each Placing Share was issued with one warrant
attached entitling the holder to subscribe for one new ordinary share at a
price of 8.5 pence (the "Warrants"). The Warrants have a life of 36 months
from the date of Admission and are subject to an accelerator so that in the
event that the Company's shares trade at a volume weighted average price of 20
pence or more for five of more trading days (the "Accelerator Target") the
Company is obligated to give notice to holders of the Warrants that any
outstanding Warrants must be exercised within 14 calendar days' and on 14
calendar days' settlement terms. If the Accelerator Target is achieved, any
Warrants not so exercised will lapse.

 

On 24 November 2022, the Company announced it had issued 343,000 ordinary
shares of no par value at a price of 5.5p each, credited as fully paid, to a
contractor as compensation for the successful execution of this phase of the
Obonga work programme. The admission of those shares took place on 28 November
2022.

 

17.  Share based payment transactions

            Equity settled share-based payments

On 18 August 2022, the Company announced the Placing and admission of
20,872,726 ordinary shares at a price of 5.5 pence per Placing Share in
raising gross proceeds of £1,148,000.  The admission of those shares took
place on 18 August 2022. Each Placing Share was issued with one warrant
attached entitling the holder to subscribe for one new ordinary share at a
price of 8.5 pence (the "Warrants"). The Warrants have a life of 36 months
from the date of Admission and are subject to an accelerator so that in the
event that the Company's shares trade at a volume weighted average price of 20
pence or more for five of more trading days (the "Accelerator Target") the
Company is obligated to give notice to holders of the Warrants that any
outstanding Warrants must be exercised within 14 calendar days and on 14
calendar days settlement terms. If the Accelerator Target is achieved, any
Warrants not so exercised will lapse.

On 31 August 2023, the Company announced that it has raised in aggregate
£200,000 (before expenses) by the issue of 17% unsecured convertible loan
notes with a 12-month maturity and possible early conversion and warrants
attached on a one-for-one basis with an exercise price of 5.5 pence each. The
Warrants are attached to the Convertible Loan Notes on a one-for-one basis at
an exercise price of 5.5 pence each.

On 1 November 2023, the Company announced that it has issued 1,200,000
management options to the new directors Tracy Weslosky and Katherine O'Reilly
at the exercise price of 0.06p with a 5-year life.

On 20 November 2023, the Company announced the issue of 15% unsecured loan
notes with a 12-month maturity and warrants attached on a one-for-one basis
with an exercise price of 3.3 pence.

Options and warrants issued, cancelled and outstanding at the year end

 

                                        1 Jan 2023                                                                                                                                              At                                   Weighted average exercise

                                                                                                                                                                                                31 Dec

                                                                                                                                                                                                2023
                                        No of options                                                                                                                                           No of options                        price

                                                                             Issued                               Forfeited                              Exercised                                                                   (pence)
     Obonga options                     500,000                              -                                    -                                      -                                      500,000                              0.13
     Management options                 4,600,000                            -                                                                                                                  4,600,000                            0.15
     Placing Warrants- Sept 2021        5,250,000                            -                                    -                                      -                                      5,250,000                            0.18
     Placing Warrants- Aug 2022         20,872,726                           -                                    -                                      -                                      20,872,726                           0.085
     Loan Note Warrants- August 2023    -                                    4,878,048                            -                                      -                                      4,878,048                            0.055
     Loan Note Warrants- November 2023  -                                    4,615,385                            -                                      -                                      4,615,385                            0.033
     Management Options- November 2023  -                                    1,200,000                            -                                      -                                      1,200,000                            0.060

                                        31,222,726                           10,693,433                           -                                      -                                      41,916,159                           0.693

 

 

 

 

 

17.  Share based payment transactions (continued)

Options and warrants outstanding and exercisable at the year end

 

                                        No of options, vested and exercisable  Exercise price (p)  Weighted average contractual life  Expiry date
                                                                                                   (years)
     Obonga options                     500,000                                13                  2.59                               2 August 2026
     Management options- August 2021    4,600,000                              15                  2.64                               22 August 2026
     Placing Warrants- Sept 2021        5,250,000                              18                  0.73                               22 September 2024
     Placing Warrants- August 2022      20,872,726                             8.5                 1.63                               18 August 2025
     Loan Note Warrants- August 2023    4,878,048                              5.5                 0.67                               31 August 2024
     Loan Note Warrants- November 2023  4,615,385                              3.3                 0.89                               20 November 2024
     Management Options- November 2023  1,200,000                              6                   4.84                               1 November 2028

 

 

A Black-Scholes model has been used to determine the fair value of the share
options and warrants on the date of grant. The model assesses several factors
in calculating the fair value. These include the market price on the date of
grant, the exercise price of the share options, the expected share price
volatility of the Company's share price, the expected life of the options, the
risk-free rate of interest and the expected level of dividends in future
periods.

 

For those options granted where IFRS 2 "Share-Based Payment" is applicable,
the fair values were calculated using the Black-Scholes model. The inputs into
the model were as follows:

 

     Date of grant                      Risk free rate  Share price volatility  Expected  Share price

                                                                                life      at grant date

     Obonga options- August 2021        0.66%           55%                     5 years   0.1363
     Management options- August 2021    0.77%           55%                     5 years         0.1175
     Placing Warrants- Sept 2021        0.77%           55%                     2 years     0.1325
     Placing Warrants- August 2022                      54%                               0.0535

                                        3.67%                                   3 years
     Loan Note Warrants- August 2023                    53%                               0.0290

                                        3.52%                                   1 year
     Loan Note Warrants- November 2023                  53%                               0.0340

                                        3.52%                                   1 year
     Management Options- November 2023                  53%                               0.0340

                                        3.52%                                   5 years

 

The total charge to the consolidated statement of comprehensive income for the
year to 31 December 2023 was £76,856 (2022: charge of £209,946).

 

 

18.  Financial instruments

 

The following financial instruments were held at the balance sheet date:

 

                                       Group

                                                                                                             Company
                                       As at                              As at                              As at                              As at

                                       31 December                        31 December                        31 December                        31 December

                                       2023                               2022                               2023                               2022

                                       £                                  £                                  £                                  £
     Financial assets
     Held for sale investments         2,253,558                          -                                  2,253,558                          -
     Amounts due from related parties  -                                  -                                  1,915,081                          2,263,586
     Other receivables                 28,534                             111,882                            10,103                             6,505
     Cash and cash equivalents         66,120                             48,859                             59,254                             44,780

                                       2,348,212                          160,741                            4,237,996                          2,314,871

     Financial liabilities
     Trade payables                    74,331                             86,607                             65,929                             47,766
     Accruals                          36,311                             36,000                             36,311                             36,000
     Deferred consideration            187,336                            213,830                            187,336                            213,830
     Loan notes                        406,500                            -                                  406,500                            -

                                       704,478                            336,437                            696,076                            297,596

 

 

Financial risk management objectives

 

In the normal course of its operations the Group is exposed to a variety of
risks from both its operating and investing activities. The Group's risk
management is coordinated by the Board of Directors and focuses on actively
securing the Group's short to medium term cash flows.

The main risks the Group is exposed to through its financial instruments are
capital management risk, credit risk, market risk and liquidity risk.

Capital risk management

 

The Group manages its capital to ensure that it will be able to continue as a
going concern while maximizing the return to stakeholders through the
optimisation of the equity balance. The capital structure of the Group
consists of equity attributable to equity holders consisting of issued share
capital, reserves and retained losses as disclosed in the Statement of
Financial Position.

 

Credit risk

 

Credit risk is the risk of financial loss to the Group if a counterparty to a
financial instrument fails to meet its contractual obligations. The Company
has borrowings outstanding from its subsidiaries, the ultimate realisation of
which depends on the successful exploration and realisation of the Group's
evaluation and exploration assets.

 

 

 

Market risk

 

The Group will incur exploration costs in Canadian Dollars but it has raised
capital in £Sterling and its banking facilities are based in the UK and
Canada. Fluctuations in exchange rates of Canadian Dollar against £ Sterling
may materially affect the Group's translated results of operations.

 

The Company does not enter forward exchange contracts to mitigate the exposure
to foreign currency risk as amounts paid and received in specific currencies
are expected to largely offset one another and the currencies most widely
traded are relatively stable.

 

As the Group's activities continue to develop the Board of Directors will
monitor the exposure to foreign currency risk. No sensitivity analysis has
been prepared on the basis that the effects are minimal.

 

Liquidity risk

 

Liquidity risk is the risk the Group will not be able to meet its financial
obligations as they fall due.  The ultimate responsibility for liquidity risk
management rests with the Board of Directors, which monitors the Company's
short-, medium- and long-term funding and liquidity management requirements.
The Company's liquidity risk arises in supporting the exploration activities
of its subsidiaries whilst also having sufficient resources to maintain the
Company's listing status and overheads.

 

The Board of Directors maintains detailed working capital forecasts and
exploration budgets to ensure sufficient resources exist to fund the Group's
short-term plans. The Board will seek to raise funds from share capital to
fund its medium to long term plans.

 

The Group's financial liabilities, consisting of trade and other payables,
were settled within four weeks of the year end.

 

19.  Financial commitments

Dotted Lake Financial Commitments

The project licences held by Panther Canada in respect of Dotted Lake are
subject to minimum spend requirements and to retain the licences the Group is
committed to spend CAD$51,600 in the next 12 months (2022: CAD$125,042).

Obonga Financial Commitments

The project licences held by Panther Canada at Obonga are subject to minimum
spend requirements and to retain the licences the Group is committed to spend
CAD$441,600 in the next 12 months (2022: CAD$424,488).

 

Manitou Financial Commitments

The project licences held by Panther Canada at Manitou are subject to minimum
spend requirements and to retain the licences the Group is committed to spend
CAD$210,400 in the next 12 months (2022: CAD$162,500).

 

Operating Lease Commitments

 

The Company leases its premises in Paynes Park Hitchin under a service
agreement with a 3-month cancellation term giving rise to a potential
financial obligation of £1,912 should the lease be terminated.

 

20.  Related party transactions

Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation. The Group has therefore
elected not to disclose transactions between the Company and its subsidiaries,
as permitted by IAS 24.

 

Mining Analyst Consulting Limited, a company owned by Nicholas O'Reilly,
charged Panther Canada £20,000 (2022: £12,667) in respect of geological
consultancy services and £12,000 (2022: £18,000) in relation to accounting
and consultancy services.

 

Directors' remuneration is detailed within the Directors' Remuneration Report
on pages 40 to 45. During the year ended 31 December 2023, Directors'
remuneration has been paid to individuals as salaries (through payroll) or
through service companies. The fees paid to Directors were paid to the
following service companies (figures include consultancy fees noted above).

 

Fees paid to Directors' service companies:

 

                                                  Year ended                   Year ended

                                                  31 December                  31 December

                                                  2023                         2022

 Company Name                       Director
                                                  £                            £
 CoMo Investment Solutions          M Smith       20,833                       25,000
 Mining Analyst Consulting Limited  N O'Reilly /  32,000                       38,000

                                    K O'Reilly

                                                  52,833                       63,000

 

 

21.  Subsequent events

 

Sale of shares in Fulcrum Metals PLC

 

On 12 March 2024 the Company announced it has sold a total of 2,346,717
ordinary shares of 1p each in Fulcrum Metals PLC on 11 March 2024 at an
average price of 15.2 pence per Ordinary Share. Following the sale, Panther
continues to hold 7,625,122 Ordinary Shares representing 15.26% of the Fulcrum
issued share capital.

 

Pursuant to the sale, Panther has on 11 March 2024 entered into a new
lock-in agreement with Fulcrum, Allenby Capital and Clear Capital, thereby
imposing a hard lock-in period on the Panther Shares to 15 May 2025 and the
orderly market provision on the Panther Shares for a year thereafter through
to 15 May 2026. The provisions apply to the existing Ordinary Shares and any
Ordinary Shares allotted and issued to or subsequently acquired by Panther
during the locked-in period described in the New Agreement.

 

 

END

 

 

 

 

 

For further information please contact:

 

 

Panther Metals PLC:

Darren Hazelwood, Chief Executive Officer:            +44 (0)1462
429 743

 
+44 (0)7971 957 685

Brokers:

Tavira Financial Limited

Christopher James
Kipling                               +44(0) 203
833 3743

SI Capital Limited

Nick Emerson
                         +44(0) 1438 416 500

Axis Capital Markets Limited

Ben Tadd

Lewis
Jones
+44 (0)20 3026 0449

 

Notes to Editors

Panther Metals PLC is an exploration company listed on the main market of the
London Stock Exchange. Panther is focussed on the discovery of commercially
viable mineral deposits. The Company's operational focus is on established
mining jurisdictions with the capacity for project scalability. Drill targets
are assessed rapidly utilising a combination of advanced technologies and
extensive geological data to decipher potential commercial viability and act
accordingly. Panther's current geological portfolio comprises of three highly
prospective properties in Ontario, Canada while the developing investment wing
focuses on the targeting of nickel and gold in Australia.

Obonga Project

Panther Metals acquired the Obonga Greenstone Belt in July 2021 and have
already identified five prospective primary targets: Wishbone, Awkward,
Survey, Ottertooth and Silver Rim. A successful Phase 1 drilling campaign at
Wishbone in Autumn 2021 revealed the presence of significant VMS-style
mineralised systems on the property - the first such discovery across the
entire greenstone belt. Intercepts include 27.3m of massive sulphide in hole
one, and 51m of sulphide-dominated mineralisation in hole two. Both drill
holes contained multiple lenses. Anomalous high-grade copper in lake sediment
close to the target area has also been identified, increasing confidence in
the prospectivity of the location.

Awkward is a highly anomalous magnetic target, interpreted to be a layered
mafic intrusion and magmatic conduit based on mapped geology and airborne
geophysics. Historic sampling in the area returned anomalous platinum and
palladium (Pt, Pd) values, while historic drilling on the periphery of the
target intersected non-assayed massive sulphide and copper (assumed to be
chalcopyrite), non-assayed disseminated pyrite and chalcopyrite in coarse
gabbro, and non-assayed 'marble cake' gabbro (matching the description of the
Lac des Iles Mine varitexture gabbro ore zone).

Two additional named targets, Survey and Ottertooth, both displays further
coincident magnetic and electromagnetic anomalies and are adjacent to the
contact between intrusive and extrusive mafic rocks. Historic drilling at
Survey intersected several meters of massive sulphides in multiple
intersections (main parts of the anomaly remain untested) while Ottertooth
remains untested in its entirety.

Dotted Lake Project

Panther Metals acquired the Dotted Lake Project in July 2020, it is situated
approximately 16km from Barrick Gold's renowned Hemlo Gold Mine. An extensive
soil programme conducted in 2021 identified numerous gold and base metal
targets, all within the same geological footprint. Following the installation
of a new trail providing direct access to the target location, an initial
drilling programme in Autumn 2021 confirmed the presence of gold
mineralisation within this system with anomalous gold continuing along strike
and present within the surrounding area.

Manitou Lakes Project

The Manitou Lakes gold project is located approximately 300km's east of
Thunder Bay, Ontario and covers a total area of around 98sq km's.

There are over 200 known gold occurrences on the Manitou Lakes project area
with the wider Eagle/Manitou Lakes greenstone belt hosting numerous historic
gold producers and is prospective for Archean age orogenic gold and associated
base metal deposits.

Exploration work conducted by Shear Gold on the Project to date has identified
numerous gold bearing structures and favourable geological host rocks through
early-stage mapping and surface sampling. The work has focussed on two target
areas, being the West Limb Gold Property and the Glass Reef Gold Property,
both of which host historic gold mines which have never been systematically
explored using modern techniques or drill tested

Fulcrum Metals Plc

Fulcrum Metals PLC (LON: FMET) is an AIM listed exploration company which
finances and manages exploration projects focused on Canada, widely recognised
as a top mining jurisdiction.

 

FMET currently holds a beneficial 100% interest in highly prospective gold and
base metals projects in Ontario and Uranium projects in Saskatchewan.

 

Fulcrum's strategy is to focus on discovery and commercialisation of its
Projects through targeted exploration programmes. The primary focus is to make
an economic discovery on the flagship Schreiber-Hemlo Properties and
establishing the prospectivity of its wider Ontario and Saskatchewan portfolio
with a view to securing potential joint venture and/or acquisition interest.

 

Panther Metals Plc own 20% of the issued share capital of Fulcrum Metals Plc
and a 2% NSR on the Big Bear project.

Panther Metals Australia

Following the listing of Panther Metals' Australian assets on the Australian
Securities Exchange ("ASX") in December 2021. The ASX listing has provided the
Australian projects with the necessary capital to advance drill-ready targets
focused on nickel and gold (within the Tier 1 Mining Districts of Laverton WA
and in the NT). Through this spin-out Panther holds an attractive investment
prospect, without any disruption to the Company's capital structure and
without any financial obligations.

Conclusion

Panther Metals understand that the commercial realities of building an
exploration company requires expertise in geology, finance, and the markets
within which they operate. The Company's extensive network of industry leaders
allows it to meet these objectives. Ultimately however, drilling success is
the only route to discovery: the fundamental objective of any exploration
company. Once Panther's world-class geological team identify the anomalies,
they work hard to get drilling. The drill hole is the only place where
substantial and sustained capital growth originates and it's with that
operational focus Panther Metals will continue to advance.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FR UOSURSRUSUUR

Recent news on Panther Metals

See all news