REG - Panther Metals PLC - Annual Report and Financial Statements
20/04/2026 07:00
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RNS Number : 0895B Panther Metals PLC 20 April 2026
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FOR IMMEDIATE RELEASE
PANTHER METALS PLC
("Panther" or the "Company")
(Incorporated in the Isle of Man with company number 009753V)
20 April 2026
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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
2025.
Chairman's Statement
I am pleased to present the Chairman's Statement for Panther Metals PLC for
the year ended 31 December 2025, a period that has been marked by significant
strategic developments and continued progress in our operational activities.
Strategic Developments- Winston Tailings Project Advancement
On 17 June 2025, we announced two option and purchase agreements covering the
historic Winston Lake Mine, the high-grade, advanced stage, polymetallic zinc,
copper and precious metal property in Ontario, Canada.
The Winston Tailings Project which is covered by an option agreement with
First Quantum Minerals Ltd ("First Quantum"), the Canada based global top-10
copper mining company, represents a significant step forward in expanding our
Canadian portfolio and offers the potential of early cashflow from the
historical mine tailings which we have shown to contain significant quantities
of gold, gallium, indium and base metals.
The Winston Project acquisition agreement with First Quantum is particularly
significant as it provides Panther with access to a potential near-term
production opportunity with existing infrastructure including power lines,
plant site, and underground development. Subject to the necessary studies, the
historical tailings reprocessing opportunity at Winston provides the potential
for early cash flow while the underground resource expansion and mining
proposition is advanced. Success at Winston should see a step-change in the
Company as our asset base is rerated.
We closed the year with contracts in place for extensive grid sampling and
Mineral Resource estimation programme, which is generating highly encouraging
results at the time of writing, and will feed into the ongoing Recovery of
Minerals Permit application process.
To strengthen our expertise in this area, we appointed Mr Kerem Usenmez to the
Company's Advisory Board. Kerem brings over 25 years of mining industry
experience across all stages from exploration through to mine development,
providing invaluable knowledge specifically related to the Winston Project.
Julien Bosche also joined the Advisory Board, bringing over 16 years of mining
investment related experience, including merger and acquisition strategy,
transaction execution and deal origination. His expertise will be invaluable
as we transition Panther up the value curve.
Operational Activities- Obonga and Dotted Lake
Throughout the period, we have maintained our focus on our highly prospective
Obonga and Dotted Lake exploration projects which, like Winston, offer
exciting base metal and critical mineral potential with capacity for project
scalability. Our approach continues to emphasise the rapid assessment of drill
targets utilising advanced technologies and extensive geological data to
determine commercial viability.
We were pleased to extend the Obonga Project purchase agreement for a further
year with Broken Rock Resources in April 2025 and undertook a high-resolution
magnetic geophysics survey of the Wishbone Prospect during May. This was
followed by subsequent data processing and three-dimensional inversion
modelling to inform the drill hole parameters for the planned Wishbone diamond
drilling programme which will build out the volcanic massive sulphide
discovery as the next step towards establishing a maiden Mineral Resource
estimate at Obonga, which hosts multiple volcanogenic massive sulphide ("VMS")
discoveries and platinum group element ("PGE") potential.
At Dotted Lake, as reported in the 2024 Annual Report, the last quarter of the
2024 reporting year saw significant developments following the award of the
Exploration Permit in July 2024, and as Panther focussed on the critical
mineral potential offered by the ultramafic intrusive system on the northern
limb of the Schreiber-Helmo Greenstone Belt. The processed results of the
additional soil sampling programme which became available in March 2025,
supported by the Ontario Junior Exploration Program ("OJEP"), extended
high-resolution soil survey coverage to 5.5km strike length over high priority
targets and delineating highly anomalous, regionally significant, nickel and
cobalt anomalies coincident with ultramafic intrusive targets along the
eastern north shore of Dotted Lake.
The five hole (1,558m), Phase 1 Diamond Drilling Programme assay results,
reported between 30 December 2024 to 25 March 2025, successfully defined the
extensive ultramafic body, modelled from Panther's airborne geophysics data,
as a mineralised magnesium-rich serpentinite carrying the platinum group
elements, platinum (Pt) and palladium (Pd), as well as nickel (Ni), chromium
(Cr) and silver (Ag). The drilling confirmed the intrusive displays distinct
ultramafic layering pointing to the Dotted Lake project being part of a
Fertile Mineral System. Post year-end Panther commissioned metallurgical
testwork to evaluate opportunities to recover magnesium from serpentine and is
particularly interested in alternative extraction technologies capable of
improving upon conventional leaching recoveries.
Panther continues to nurture our important relationships with First Nation
stakeholders, local community and governmental relations, to maintain the
Company's standing as an active explorer dedicated to make a positive impact
for all concerned.
In corporate activities, Panther raised £455,000 in the period through a
placing in February 2025 £80,000 in warrant conversions in June 2025 and a
further placing and WRAP offer in October 2025 raising £655,570. During the
year the Company capitalised its remaining debt and sold its remaining
investment in Fulcrum Metals PLC, streamlining its balance sheet ready for the
next stage of its corporate development.
Demonstrating strong confidence in the Company's future prospects, both myself
and Chief Executive Officer Darren Hazelwood, undertook a direct share
subscription with the Company totalling £132,000 at the market mid-price of
69p, reinforcing management's alignment with shareholder interests.
Post year-end, the Winston Tailings Project vibracore sampling results
continue to deliver consistently strong assay results boding well for the
follow-on metallurgical testwork and resource studies, whilst the prospectus
for the planned Canadian listing has undergone the first-review by the Ontario
Securities Commission and is now being updated with the year-end accounts
contained herein. The Company raised £1,190,000 (before expenses) in February
2026 in a placing which was significantly oversubscribed and subject to scale
back with backing from new and existing institutional investors and existing
shareholders.
The Board is focussed on continuing to execute our strategy and to strengthen
our position as we advance three distinct opportunities which each benefit
from Ontario's established mining jurisdiction with good infrastructure
access, proximity to Thunder Bay, and qualification for Canadian critical
minerals support programmes.
• Winston: Near-development stage with existing
infrastructure and feasibility study.
• Obonga: Early-stage exploration with multiple VMS
discoveries and PGE potential.
• Dotted Lake: Advanced exploration confirming
widespread base metal and gold mineralisation
The Winston project provides huge potential for Panther with access to a
potential near-term production opportunity with existing infrastructure
including power lines, plant site, and underground development, whilst the
Dotted Lake and Obonga projects have been advanced beyond generative
exploration to delineate multiple drill ready discovery and resource targets.
The Board and I are extremely pleased with the strategic and operational
developments during 2025 to date, and I would like to thank everyone involved
for their hard work and dedication.
Nicholas O'Reilly
Executive Chairman,
17 April 2026
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Overview of the Business
Panther Metals PLC is a London Main Market listed exploration company focused
on mineral projects in Canada.
Company Purpose
The Company's purpose is to contribute towards the supply of metal and
critical minerals through responsibly pursuing high-impact mineral exploration
for both primary deposits and mine tailings, in Canada. With the objective of
delivering sustainable future production while protecting the environment,
supporting people, and safeguarding shareholder value.
Business Strategy
The Company is focused on the discovery of commercially viable scalable
mineral deposits and tailings reprocessing opportunities, targeting
established mining jurisdictions. Project viability is demonstrated through
industry standard best practices, utilising a combination of advanced
technologies and extensive geological data to prove up compliant Mineral
Reserves and Resources. The commercial realities of building an exploration
company requires expertise in geology, finance, and the markets within which
the Company operates. Our extensive network of industry leaders allows us to
meet these objectives.
Panther's main near-term objectives are to create significant value for
shareholders by:
· Expanding market visibility through a listing on the Canadian
Securities Exchange in the first half of 2026;
· Monetising the Winston Tailings Project; and
· Reinvesting tailings cashflow into a portfolio of high-impact,
high-return projects.
Results
The loss at Group level for this year after taxation was £1,343,063 (2024:
restated loss £1,954,885).
Review of the Business and Operations
Mineral Exploration in Ontario, Canada
Operational Highlights
Key operational milestones achieved during the year ended 31 December 2025:
Obonga Project Background
· Total Area: 291 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.
· Potential: Canada's Next Mining District
The Obonga Project is 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 project
covers 90% (291 km(2)) of the district scale Obonga Greenstone Belt in
northwest Ontario.
Panther has achieved significant milestones through successful drilling
campaigns at Obonga's Wishbone prospect, revealing a substantial Volcanogenic
Massive Sulphide system. The Wishbone discovery, a 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.
Further drilling in late 2022 reaffirmed the potential, with intersections
such as 3.6m @ 3.9% Zn, including 2m @ 6.8% Zn & 4.3 g/t Ag, indicating
proximity to metal-fertile fluid flow. The discovery of the Wishbone VMS
system is pivotal, boding well for the existence of additional VMS bodies in
the vicinity, given their tendency to occur in clusters.
The Survey and Awkward targets have also benefitted from preliminary drilling,
confirming VMS style mineralisation at Survey with a 29m wide intercept of
cyclical semi-massive and disseminated sulphide, with graphite discovered at
Awkward. This, coupled with the Wishbone discovery, solidifies the Obonga
Greenstone Belt's status as a new emerging VMS Camp.
The Obonga Greenstone Belt, with its emerging VMS Camp status, is
strategically positioned close to national railroad transport links and the
industrial port city of Thunder Bay. Moreover, it is approximately 75km east
of the former Mattabi/Sturgeon Lake Mining Camp on the Wabigoon Greenstone
Belt, underlining its advantageous geological and logistical position.
The presence of significant gold occurrences, base metals, and promising
exploration results in the Obonga Greenstone Belt contribute to its appeal as
a potential mining district. This strategic positioning makes it an attractive
prospect for future resource development and exploration.
On 3 April 2025 Panther announced an Amending Agreement to the 2021 purchase
agreement (announced 2 August 2021) to allow for an additional year to meet
the exploration commitment at Obonga which has advanced from a greenfield
regional data based target area, through proof of concept to drilling success
with two base metal volcanogenic massive sulphide ("VMS") discoveries, at
Wishbone and Survey Lake targets and a graphite discovery in the Awkward area.
The Awkward magmatic feeder conduit target at Obonga is focused on a
nickel-copper-platinum-palladium discovery, the significant pathfinders in the
Awkward area continue to gain traction within the industry.
Under the Amending Agreement with Broken Rock Resources Limited the
exploration commitment of 8,000 metres of drilling is now spread over five
years; whilst the original net smelter return royalty is replaced with a gross
revenue royalty equal to 1.5% of the gross value of the sale proceeds actually
received by the royalty payor from activity carried out on the Property. In
connection with the signing of the Amending Agreement Panther issued 42,070
new ordinary shares (the "Consideration Shares") with a value of Canadian
$30,000 to Broken Rock (based on the mid-market closing price of Panther's
ordinary shares on 27 March 2025 and an exchange rate of CAD$1.85 to £1.00.
The Consideration Shares rank pari passu in all respects with the existing
Ordinary Shares in the share capital of the Company.
On 21 May 2025 Panther announced Pioneer Exploration Consultants Ltd
("Pioneer") were mobilising to conduct a high-resolution drone unmanned aerial
vehicle ("UAV") based airborne magnetic geophysics survey ("Magnetics Survey")
over the Wishbone Prospect and that the resulting processed data and three
dimensional ("3D") inversion model would provide important supplementary data
for a significant drill programme on this highly prospective VMS system.
The Magnetics Survey was flown over the period 23 - 25 May 2025, with the
parameters as outlined in Table 1 and in Figure 1. The use of a UAV for the
Magnetics Survey resulted in a high-quality, high-resolution data product. The
increased flight line density and lower flight elevation possible with the use
of a UAV platform results in superior resolution data products when compared
to conventional airborne magnetic data. Using an auto controlled UAV platform
also allows for minimal deviation from pre-planned flight lines and greatly
reduces the impact of human error during data acquisition. Pioneer were very
pleased with the results from the survey and confirmed that the level of error
and noise in the dataset falls below the threshold, which is set based on the
Geological Survey of Canada guidelines for airborne magnetometer survey data.
The deliverables of the high-resolution magnetics surveys and their data
products, including six processed data products and associated maps (Figure 2)
as well as the 3D inversion model (Figure 3) helped to refine planned drill
hole orientations to target high grade base metal zones at depth, as well as
providing inputs and informing the mineral system modelling for the Wishbone
Prospect.
The Wishbone VMS system is covered by Exploration Permit PR-24-000022 which is
valid through 20 June 2027 (Figure 4). This permit authorises a comprehensive
exploration programme, including up to 39 diamond core drill holes and
down-hole electromagnetic geophysics.
Table 1: Wishbone Prospect UAV Magnetic Survey Details
UAV Magnetics Survey Rational Survey Equipment Survey Size Flight Line Azimuth (degrees) Survey Data Products
Targeting VMS style base metal mineralisation at depth. Unmanned Airborne magnetometer survey system incorporating: 25m line & 250m tie line spacing 090° · Final Total Magnetic Intensity
Total line kilometres: · First Vertical derivative
3D Inversion modelling will facilitate drill hole orientation planning to Base station magnetometer GSM-19W Overhauser 190.11 km · Second Vertical Derivative
target the expected high base metal grade parts of the targeted VMS systems.
· Horizontal Derivative
Airborne magnetometer Gem Systems GSMP-35U potassium vapor magnetometer & · Analytic Signal
ancillary electronics.
· Tilt Derivative
· 3D Inversion Models
Figure 1: Wishbone Magnetics Survey Area with 25m Spaced
E-W Flight lines and 250m Spaced N-S Tie Lines
Figure 2: Wishbone First Vertical Derivative Magnetics
Survey Map
Figure 3: Oblique View of the 3D Wishbone Magnetic
Inversion Model That Will Inform the Next Round of Drilling
Figure 4: Wishbone Exploration Permit Planned Drill Pads
and Access
On 29 July 2025, Panther announced the assay results from the resampling of
historical drill core into the northern side of the Awkward Target ("Awkward")
at the Obonga Project. The assay of drill core samples from two holes drilled
in 2013 has yielded previously un-assayed Platinum Group Element ("PGE"),
Nickel (Ni) and Copper (Cu) results which are deemed highly encouraging for
the existence of the targeted mineral system with individual results up to
1.07% Ni, 0.14 g/t Platinum (Pt), 0.11 g/t Palladium (Pd), 2.18 g/t Silver
(Ag) and 0.42% Cu (Table 2).
Awkward is a PGE, Ni and Cu magmatic sulphide prospective conduit and layered
mafic intrusive target. The target comprises a highly anomalous geophysical
target comprising a coincident magnetic remnant low and electromagnetic
conductor. Historical surface sampling in the target area returned anomalous
palladium (Pd) and platinum (Pt) up to a reported 1.23 g/t Pd+Pt and
historical drilling on the periphery of the target intersected un-assayed
massive and disseminated sulphide and chalcopyrite in course gabbro and
'marble cake' textured gabbro which matches the description of the varitexture
gabbro ore zone within Impala's Lac des Iles Platinum Mine located due south
of Obonga.
As part of the ongoing assessment of the Awkward Target Panther sourced and
acquired the historical drill core from three drill holes (PL-13-01, PL-13-02
and PL-13-03) drilled by Navigator Minerals during 2013 for further
investigation and reanalysis.
The drill core was re-examined and re-assayed in conjunction with specialists
from the Ontario Geological Survey ("OGS") Resident Geologist Programme, who
visited Awkward in November 2024, and whose field visit is covered in the OGS
Open File Report 6417 (2025). The rationale for resampling the core was that
Navigator Minerals did not assay for PGE in their 2013 programme despite the
Awkward intrusion bearing many characteristics (size, age, rock types,
mineralisation, interpreted conduit) that make it favourable for PGE
exploration.
Specifically, the Awkward intrusion shares many of these characteristics with
the intrusion that hosts Impala's 3 Moz Lac des Iles PGE mine located 85 km to
the south. The drill core includes two types of rock that are very prospective
for this mineralisation, both of which have never been seen at surface at
Awkward and never analysed for PGEs:
1) Varitextured, "marble cake" gabbro that bears a visual similarity to
one of the main ore-hosting horizons at the Lac des Iles mine, and
2) Massive sulphide rip-up clasts that may represent remobilisation from a
magma conduit or other massive sulphide horizon within the intrusion.
Twenty drill core samples were selected for submittal to sample preparation at
the OGS laboratory in Sudbury and for subsequent assay at accredited ALS
Laboratories (by ALS methods PGM-ICP23 and ME-MS61r).
The samples represent intersections from drill holes PL-13-01 and PL-13-03,
with selected assay results set out in Table 2.
The assay results are deemed highly encouraging for the presence of
potentially economic concentrations of nickel and platinum group elements in a
layered intrusive and feeder conduit. Moreover, the Company has noted
similarities with the Mount Keith Deposit Type. The Mount Keith mine owned
by BHP in Western Australia is the world's largest low grade, economically
mined, disseminated nickel sulphide deposit with a grade of around 0.57% Ni.
A review of historical information relating to the Awkward area notes that
Newmont identified the potential for around 1 billion tonnes at between
0.19-0.2% Ni in the area in 1967. Whilst the Company has yet to locate the
supporting technical evidence, this observation supports the potential for
Mount Keith comparables.
Previous geophysical modelling undertaken by Panther interpreted the course of
the magmatic feeder conduit based on Maxwell Plate Modelling of the regional
electromagnetic ('EM') geophysical data. The modelling established 20
conductive plates which outline four distinct conductive lineations or
'Trends' which are interpreted to relate to sulphide bearing magmatic conduits
and graphite.
Panther's 2022 diamond drilling programme tested three of the 20 conductive
plates (three holes totalling 243m drilled) with hole BBR22_AW-P1-1
intersecting 27.2 m @ 2.25 % Total Graphitic Carbon ('TGC') from 12m downhole
in 'Trend 3'. Whilst this drilling did not interest the targeted massive
sulphide bearing pipe, it was deemed very positive as the graphite is
interpreted to have resulted from the high heat flow associated with a
proximal magmatic conduit. The remainder of the conductive plates are as yet
untested and Panther is currently designing follow-up work at Awkward which
will be outlined in due course.
Table 2: Summary of Drill Core Assay Results
Hole ID Sample ID From (m) To (m) Interval (m) Ni (%) Pt (g/t) Pd (g/t) Ag (g/t) Cu (ppm)
PL-13-01 25-NMPL-001 34.55 35.25 0.7 0.05 0.01 0.01 0.27 285
PL-13-01 25-NMPL-002 49.20 50.00 0.8 0.01 0.00 0.02 7
PL-13-01 25-NMPL-003 63.65 64.40 0.75 0.11 0.02 0.04 0.32 599
PL-13-01 25-NMPL-004 158.00 159.50 1.5 0.16 0.04 0.04 0.74 1,180
PL-13-01 25-NMPL-005 159.50 161.00 1.5 0.21 0.03 0.05 1.21 1,420
PL-13-01 25-NMPL-006 161.00 162.50 1.5 0.41 0.14 0.11 1.67 2,520
PL-13-01 25-NMPL-007 162.50 164.00 1.5 0.39 0.09 0.11 1.72 2,690
PL-13-01 25-NMPL-008 164.00 165.50 1.5 0.21 0.05 0.06 1.05 1,435
PL-13-03 25-NMPL-009 57.10 57.70 0.6 0.08 0.01 0.01 1.09 1,250
PL-13-03 25-NMPL-010 171.40 171.85 0.45 0.89 0.02 1.71 3,550
PL-13-03 25-NMPL-011 173.65 174.50 0.85 1.07 0.01 0.04 1.28 2,290
PL-13-03 25-NMPL-012 213.00 213.35 0.35 0.13 0.00 0.45 809
PL-13-03 25-NMPL-013 233.00 233.35 0.35 0.81 0.02 0.42 337
PL-13-03 25-NMPL-014 246.40 247.40 1 0.84 0.04 1.33 723
PL-13-03 25-NMPL-015 247.40 248.25 0.85 0.41 0.01 0.01 2.18 4,200
PL-13-03 25-NMPL-016 255.00 256.50 1.5 0.18 0.01 0.01 0.81 1,255
PL-13-03 25-NMPL-017 288.00 289.25 1.25 0.21 0.02 1.13 2,020
PL-13-03 25-NMPL-018 289.25 290.50 1.25 0.18 0.01 0.97 1,640
PL-13-03 25-NMPL-019 290.50 291.75 1.25 0.29 0.01 0.01 0.74 1,400
PL-13-03 25-NMPL-020 291.75 293.00 1.25 0.23 0.01 0.02 1.03 1,520
(Drill hole locations: PL-13-01 UTM16N 312165E 5536265N, PL-13-03: UTM16N
312348E 5537443N)
Post year end on 15 January 2026 the Company announced the signing of a three
year term purchase option agreement (the "Purchase Option") over three
multicell mining claims (the "Properties" or "Claims") which comprise the
Otter Gold, Z2 Gold and Wig properties. The Purchase Option signed with Mrs
Karen Siltamaki is a partial replacement for the purchase option agreement
announced 22 November 2021 signed with her late spouse Mr Aki Siltamaki and
secures Panther options over the Properties through to January 2029.
On 27 February 2026 the Company provided an update for the Wishbone Prospect
stating that following the completion of the 2025 high resolution drone based
airborne magnetic geophysics survey at the Wishbone Prospect, the geophysical
data has been subjected to combined three-dimensional inversion and geological
modelling with a view to refining the parameters of the permitted drill holes
ahead of a diamond drilling programme (see Figures 5, 6 and 7). The work being
planned is covered by Exploration Permit PR-24-000022, which is valid through
to 20 June 2027. This permit authorises a comprehensive exploration programme,
including up to 39 diamond core drill holes and down-hole electromagnetic
geophysics.
Figure 5: Plan view of modelled Wishbone VMS Target showing magnetic
inversion model, geological contacts and location of Panther diamond
drillholes (based on magnetic inversion model shells).
Notes: Scale bar and north arrow in bottom left corner of figure. Coordinates
stated in UTM Zone 16N NAD 83 datum. Image highlights the size of the
modelled magnetic body at depth. Dark blue dots signify permitted drill pad
locations. The figure is overlain by a semi-transparent surface rendering of
the topographical map, from which the trace of the Wishbone Lake can be
discerned (light blue). The green block model below the topography reflects
the greenstone volcanic geology, the beige block model to the north is
granitoid. The granitoid/volcanic contacts are interpreted to be faulted.
A series of three concave fault/contacts are currently interpreted to dissect
the magnetic inversion model. The down-hole traces of Panther's 2021 and
2022 drilling are shown in plan view. The working model is dynamic and will
be updated as the 2026 work programme develops.
Looking south (180° / 45°) Looking north (000° / 45°)
Looking north-westerly (340° / 45°) Looking north-easterly (060° / 45°)
Figure 6: Series of oblique three-dimensional views of modelled of modelled
Wishbone VMS Target showing location of Panther diamond drillholes (based on
magnetic inversion model shells).
Notes: Image highlights the size of the modelled magnetic body at depth. Blue
dots signify permitted drill pads. For relative scale and description of other
features please see the notes below Figure 1.
Figure 7: First Vertical Derivative Magnetic Survey Map data from the
2025 Wishbone Survey.
Notes: The first vertical derivative map enhances shallow, near-surface
geological features by calculating the rate of change of the magnetic field in
the vertical direction. This acts as a high-pass filter to sharpen anomaly
edges, reduce regional background noise and better resolve closely spaced
magnetic bodies.
Dotted Lake Project Background: 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, GT
Resources (TSXV: GT) (Glencore 16.7% stake) to east.
The Dotted Lake Project encompasses a substantial 36.9 km² (Figure 8) within
the North Limb of the Schreiber-Hemlo Greenstone Belt, situated 16 km north of
the Hemlo Mining Corp. Hemlo Gold Mine (ex. Barrick) which has produced over
22 Moz of gold over 30 years to date and 9 km from GT Resources recent
discovery at West Pickle Lake on their Tyko One Belt. The area is
considered very prospective for ultramafic intrusive related nickel and base
metal mineralisation as well as gold.
Panther acquired 100% of the Dotted Lake Project in July 2020. An airborne
magnetic and electromagnetic geophysical survey was flown in December 2020
followed by an extensive soil programmes conducted in 2021 and 2024 which
identified numerous gold and base metal targets, all within the same
geological footprint as Hemlo. Following the reopening of a historical trail
providing direct access to the target location, a diamond core hole drilled in
the autumn of 2021 intersected highly gold mineralisation over nine separate
intervals within this system with anomalous gold continuing along strike and
present within the surrounding area. Dotted Lake sits upon
2.7-billion-year-old, Archaean age, rocks that form the north-eastern
'Dotted Lake Arm' of the Schreiber-Hemlo Greenstone Belt. Geology consists
sequences of foliated, fine grained, dark green, amphibole rich metavolcanic
rocks situated within an east-northeast trending isoclinal syncline. The
metavolcanics have been intruded by granitoid rocks of the Dotted Lake
Batholith in the southeast of the property whilst in the northeast an
ultramafic intrusive complex flanks the two.
The 'Phase 1 Diamond Drilling Programme' was conducted in 2024, the five drill
holes, totalling 1,559m drilled, were undertaken utilising a single sled
mounted diamond wire line NQ2 diameter core drilling rig operated by Platinum
Diamond Drilling Inc. The drilling rig was operated on a double shift basis
over the course of 25 days between 1 - 25 November 2024. Technical details
of the five holes drilled, totalling 1,559m drilled, are summarised in Table
3. Daily drilling rates varied due to weather related access delays and
technical challenges. In addition to the drilling Platinum also cut the drill
pads and pad access trails in advance of the drilling. Exceptionally mild
conditions combined with heavy rain meant ground conditions were very wet and
access was challenging due to the build-up of mud. Upon completion each drill
hole was surveyed using a REFLEX GYRO SPRINT-IQ™ multi-shot north-seeking
survey tool. Geological logging and sampling was conducted by Bayside
Geoscience in Thunder Bay (Figure 9).
Figure 8: Location of the Dotted Lake Project, East
of Thunder Bay, Ontario, Canada
Table 3: Dotted Lake Phase 1 Diamond Drilling Programme
Hole Summary
Drillhole ID Easting Northing Elevation Azimuth Dip Hole Depth Start Finish
DL24-001 589,455 5,416,139 397 330 45 330 01/11/2024 04/11/2024
DL24-002 590,435 5,416,233 387 154 55 328 04/11/2024 08/11/2024
DL24-003 590,102 5,416,175 383 160 54 330 09/11/2024 11/11/2024
DL24-004 592,745 5,416,939 391 160 45 248 18/11/2024 22/11/2024
DL24-005 592,347 5,417,309 408 180 45 326 23/11/2024 25/11/2024
Note: Coordinate projection stated as UTM Zone 16N NAD 83. All depths measured
down-hole in metres.
Figure 9: Detailed Core Logging, Core Cutting and Sample
Selection was undertaken from Bayside Geoscience Core Processing Facility in
Thunder Bay
The 2024 Phase 1 Diamond Drilling Programme confirmed widespread
mineralisation across multiple targets:
· Nickel, Chromium, PGE:
§ Over 214 m of open-ended nickel-bearing ultramafic intrusive intersected in
hole DL24-002, with 129m intersected in DL24-003 and 94m intersected in
DL24-004.
§ Grades up to 0.25% Ni highlighting the scale and consistency of the
intrusive system.
§ Ultramafic layering confirmed by cyclical 5m wide banding of elevated
chromite grading up to 6.65 %, 0.1 g/t Platinum & 0.24 g/t Palladium.
· Zinc:
§ DL24-001 intersected wide predominantly seafloor volcano-sedimentary
derived packages prospective for hosting VMS mineralisation, with
· 5.5m @ 1.21 % Zn from 155.3m, including
· 2.7m @ 2.42% Zn from 155.3m and
· 1.0m @ 3.8% Zn from 155.3m
· Gold:
§ PM21-DL-001: nine separate gold intervals grading up to 2.57g/t Au (2021
drill hole)
§ DL24-001: three separate gold intervals grading up to 1.55 g/t Au
§ DL24-005: three anomalous intervals grading up to 1.63 g/t Au
On 13 March 2025 the Company announced the results of the autumn 2024 soil
geochemical sampling programme (the "Soil Survey") at the Dotted Lake Project.
The 1,044 soil assays collected over four grids had extended high-resolution
soil survey coverage to 5.5km strike length over high priority targets on the
north shore of Dotted Lake (Figure 10). The 1,044 soil samples, including 52
field duplicates, were collected at 25m sample spacing on 100m or 50m spaced
grid lines. Sample analysis for a suite of 53 elements was undertaken by ALS
Laboratories (Vancouver) using the ME-MS41L Multi-Element Super Trace method
which is considered ideal for exploration in soils or sediments.
The soil assays returned standout multi-element critical mineral geochemical
anomalies closely linked and coincident with geophysical anomalies and the
recent Phase 1 Diamond Drilling target areas.
Highly anomalous soil assays ranged up to 1,665 ppm copper, 480 ppm nickel, 62
ppm cobalt, 190 ppm zinc, 0.99 ppm silver and 377 ppb gold (Table 4).
The results delineated multiple new target areas around Lampson Lake where
lake sediment samples returned highly anomalous readings of over 985 ppm Cu,
130 ppm Zn, 29 ppm Ni, 19 ppm Co and 0.28 g/t Ag. The results also showed
highly anomalous, regionally significant, nickel and cobalt anomalies
coincident with ultramafic intrusive targets along the eastern north shore of
Dotted Lake.
Table 4: Highest Three Soil Assay Results for Selected
Elements
Selected Element Lower Limit of Detection 1(st) Highest 2(nd) Highest 3(rd) Highest
Copper (Cu) 0.01 ppm 1,665 ppm 1,030 ppm 1,005 ppm
Nickel (Ni) 0.04 ppm 480 ppm 456 ppm 394 ppm
Cobalt (Co) 0.001 ppm 62 ppm 61 ppm 49 ppm
Zinc (Zn) 0.1 ppm 190 ppm 157 ppm 157 ppm
Silver (Ag) 0.001 ppm 0.99 ppm 0.56 ppm 0.50 ppm
Gold (Au) 0.2 ppb 377 ppb 42.2 ppb 30.6 ppb
Table notes: Soil assay results by ALS Laboratories analytical method
ME-MS41L. Limit of detection (LOD) = lower limit of stated method. ppm = parts
per million. ppb = parts per billion. 1 ppm = 1,000 ppb. Results subject to
rounding.
The Soil Survey work was supported by the Ontario Junior Exploration Program
("OJEP"), a provincial government grant to help junior companies finance early
exploration projects. OJEP covers 50% of eligible costs for approved
programmes, with the agreed contribution to Panther for this work totalling
Canadian $56,930 (£30,985).
On the 2 April 2025 Panther released a series of maps based on the processed
results of the combined 2024 and 2021 soil geochemical survey datasets. Theses
maps showing select copper, zinc, gold and nickel anomalies are shown in
Figures 11 to 14 below.
Figure 10: Dotted Lake Project 2024 Soil Sampling Grids
and Interpreted Ultramafic Bodies
(> 10 ppb Au Labels)
Figure 11: Structurally Controlled Gold Trends Merge South of
Lampson Lake
(> 100 ppm Ni Labels)
Figure 12: Significant Nickel Anomalies Trend Right Across the
Survey Area
(> 50 ppm Zn Labels)
Figure 13: Anomalous Zinc Trend Exceeds 3.5km In North of
Survey Area
(> 100 ppm Cu Labels)
Figure 14: Distinct Copper Anomalies Correlate with
Multielement Anomalies Including Nickel and Zinc
The assay results from the Dotted Lake Phase 1 Diamond Drilling Programme were
announced in a series of four batches based on the receipt of the assay
results from ALS Laboratories. The analytical methods used were ME-MS61r (4
acid multielement package) and PGM-ICP23 (Pt, Pd and Au by fire assay and
ICP-AES finish).
The first batch of drill core sample assay results were announced on 30
December 2024. The downhole intersections from drillhole DL24-001 returned
highly anomalous gold, silver, zinc and base metal assays at Target D on the
southern shore of Lampson Lake. They confirmed a 1.2km long open-ended gold
trend and the intersection of high-grade zinc/gold volcanogenic massive
sulphide ("VMS") style mineralisation.
The subsequent three batches of drill core assay results were received and
reported during the month of March 2025. The Batch 2 results, reported 17
March 2025, verified an extensive mineralised ultramafic body and to Dotted
Lake being part of a Fertile Mineral System. The Batch 3 results, reported 21
March 2025, gave 94m and 129m wide intercepts of mineralised magnesium-rich
serpentinite.
The final, Batch 4, drill core assays were reported 25 March 2025, the results
for hole DL24-002 show a 214.7m wide open-ended zone of intrusive ultramafic
derived magnesium (Mg) rich serpentinite grading up to 21.7% Mg, which is
mineralised with Pt Pd, Ni, Cr and silver (Ag), between 113.3m downhole to end
of hole at 328m. The DL24-002 Ni and Cr assay result grade variations show
layering with three distinct higher grade zones within the bottom 112m of the
hole, with grades ranging up to 3.05% Ni Equivalent ("Ni(Eq)") as well as
overlimit Cr. As hole DL24-002 was ended inside the intrusive, the prospect of
strengthening grade-layering with depth is considered strong. Panther noted
that the separation of Mg from serpentinite has not yet applied on an
industrial scale, despite success under laboratory and small pilot plant
conditions (see also post year-end update below).
A summary of the drilling hole findings is provided below.
Drill Hole DL24-001
· DL24-001 intersected predominantly seafloor volcano-sedimentary
derived metavolcanic packages. Ultramafic intrusions were not intersected,
with these bodies interpreted from the magnetisation vector inversion ("MVI")
Magnetic Susceptibility Model to be possibly located at a greater depth below
Lampson Lake.
· Multi-element analysis of drill hole assay results show strong
correlation between gold, silver, copper, lead, zinc and barium indicating the
mineralisation is linked to a volcanic-associated submarine hydrothermal
system as associated with a metamorphosed VMS style of mineralisation.
· The Zinc intersections in DL24-001 are located 1.2km south-west
of the Fairservice Zinc Showing where high-grade zinc (12% Zn with 2.2 g/t Au)
is considered to represent remobilised and metamorphosed VMS mineralisation.
The large, metamorphosed VMS-style Geco deposit, located 30km north of Dotted
Lake near Manitouwadge, was mined by Noranda from 1954 to 1995 and produced
49.4 Mt of ore grading 1.86% Cu, 3.78% Zn, 50.04 g/t Ag.
· Significant downhole zinc intersections:
o 5.5m @ 1.21 % Zn from 155.3m including
§ 2.7m @ 2.42% Zn from 155.3m and
§ 1.0m @ 3.8% Zn from 155.3m (Figure 2)
· Zinc and gold are closely associated together in DL24-001 and
also correlate well with conventional magnetic inversion domain boundaries in
the magnetic susceptibility model (Figure 15).
· Gold intersections in DL24-001 correlate with an open-ended 750m
long gold in-soil anomaly, offset from the western end of the 1.2km gold in
soil anomaly which extends westwards from the Panther 2021 drill hole which
intersected over 9 separate gold intervals grading up to 2.57g/t Au(3), and
from trench Tr-10-4 which returned gold samples up to 18.9g/t Au.
· Significant downhole gold intersections:
o 0.5m @ 1.15 g/t Au from 11.8m;
o 4.5m @ 0.64g/t Au from 156.3m, including
§ 0.9m @ 1.55g/t Au, 1.4g/t Ag & 2.08% Zn from 156.3m; and
o 1.0m @ 0.53 g/t Au & 1.24 g/t Ag from 105.0m.
Drill Hole DL24-002
Assay results for DL24-002 show a 214.7m wide open-ended zone of intrusive
ultramafic derived magnesium (Mg) rich serpentinite grading up to 21.7% Mg,
which is mineralised with the platinum group elements ("PGE"), platinum (Pt)
and palladium (Pd), nickel (Ni), chromium (Cr) and silver (Ag), between 113.3m
downhole to end of hole at 328m.
· The DL24-002 Ni and Cr assay result grade variations show
layering with three distinct higher grade zones within the bottom 112m of the
hole as well as overlimit Cr. As hole DL24-002 was ended inside the intrusive,
the prospect of strengthening grade-layering with depth is considered strong.
· DL24-002 intersected downhole 214.7m wide open-ended zone of
Mg-rich serpentinite intrusive from 113.3m to end of hole at 328m, with higher
grade layering including:
o 0.7m @ 0.07 % Ni, 0.06 g/t Pt, 0.14 g/t Pd, 5.47 % Cr & 9.2 %
Mg from 113.4m.
o 4.0m @ 0.13 % Ni, 0.02 g/t Pt, 0.04 g/t Pd, 0.91 % Cr & 17.2 %
Mg from 169.0m.
o 36.3m @ 0.13 % Ni, 0.01 g/t Pt, 0.02 g/t Pd, 0.43 % Cr & 18.8
% Mg from 216.0m.
o 7.5m @ 0.20 % Ni, 0.02 g/t Pt, 0.04 g/t Pd, 0.49 % Cr & 20.0 %
Mg from 258.5m.
o 12.0m @ 0.18 % Ni, 0.01 g/t Pt, 0.02 g/t Pd, 0.63 % Cr & 19.7
% Mg from 304.0m.
· Three samples returned intersections with overlimit chromium
(>1% Cr) which were subsequently reanalysed using the ore grade 'OG62'
overlimit assay method for high grade chromium, returning 0.7 m @ 5.47% Cr,
1.0m @ 1.44% Cr & 1.0m @ 1.37 % Cr.
Drill Hole DL24-003
· Diamond drill hole DL24-003 downhole intersection:
o 129.0m @ 0.09 % Ni, 0.01 g/t Pt, 0.02 g/t Pd, 0.37 % Cr & 14.4
% Mg from 172.0m, including:
§ 32.4m @ 0.12 % Ni, 0.01 g/t Pt, 0.03 g/t Pd, 0.59 % Cr & 17.1 %
Mg from 221.0m;
§ 6.0m @ 0.13 % Ni, 0.02 g/t Pt, 0.05 g/t Pd, 0.67 % Cr & 13.7 %
Mg from 254.0m; and
§ 23.0m @ 0.11 % Ni, 0.01 g/t Pt, 0.02 g/t Pd, 0.24 % Cr & 16.1 %
Mg from 274.0m
o Six samples returned intersections with chromium (>1% Cr) of
1.29%, 1.38%, 1.45%, 1.52%, 1.62% (all 1m wide) and 6.65% (0.5m wide).
Drill Hole DL24-004
· Diamond drill hole DL24-004 downhole intersections:
o 94.4m @ 0.12 % Ni, 0.01 g/t Pt, 0.02 g/t Pd, 0.46 % Cr & 17.7
% Mg from 152.6m, including:
§ 4.6m @ 0.17 % Ni, 0.03 g/t Pt, 0.09 g/t Pd, 1.13 % Cr & 20.1 %
Mg from 196.7m
§ 7.0m @ 0.15 % Ni, 0.02 g/t Pt, 0.04 g/t Pd, 0.46 % Cr & 18.7 %
Mg from 233.0m
o Five samples returned intersections with chromium (>1% Cr) of
1.14% (1.0m wide), 1.24% (1.0m wide), 1.37% (0.8m wide), 1.61% (0.5m wide) and
1.89% (0.6m wide).
Drill Hole DL24-005
· DL24-005 did not intersect ultramafic intrusive however the
bottom 12m of the hole show a 10 fold increase in average Cr levels (ranging
up to 0.72% Cr) suggesting the bottom of the hole is in the vicinity of the
ultramafic alteration halo.
· Gold intersection:
o 0.4m @ 1.625 g/t Au from 123.5m
· Distinct intervals with elevated Fe content (ranging 14-19% Fe)
display correlation with low-level but elevated Cu ranging up to 0.36% Cu.
A:
B:
Figure 15: DL24-001 Drill Hole Lithology over Conventional Magnetic
Inversion Magnetic Susceptibility Model, with: (A) Gold Intersections; (B)
Zinc Assay Traces. Gold and zinc mineralisation display good correlation
with conventional magnetic inversion domain boundaries.
Post year end on 23 February 2026 the Company announced an update for the
project. The previously reported results of the 2024 five hole exploration
drill and soil geochemical sampling programme confirmed that Dotted Lake hosts
multiple styles of mineralisation, including ultramafic-hosted chromium,
nickel, platinum group elements and magnesium, and structurally controlled
gold, and zinc potential.
The drilling confirmed the Dotted Lake ultramafic magmatic intrusive to be a
magnesium (Mg) bearing serpentinised peridotite (serpentinite). As part of a
series of investigations to evaluate the potential of the Dotted Lake Project,
Panther is evaluating opportunities to recover magnesium from serpentine and
is particularly interested in alternative extraction technologies capable of
improving upon conventional leaching recoveries.
Panther has submitted 134kg of crushed serpentinite drill core, selected from
drillholes DL24-002 and DL24-004, for magnesium investigatory test work by
Test Design Implement Solutions LLC ("TDI") one of the approved laboratories
for testing of the Extrakt Process Solutions LLC ("Extrakt") technologies. The
initial phase of work will focus on a high-level assessment of Mg recovery
from serpentine using Extrakt's proprietary extraction technology. The
objective is to generate baseline metal recovery and process performance data
that will inform and support the design and optimisation of subsequent test
phases.
Winston Project
· Current Total Area: 4.34km(2)
· Prospective for: Historical Mine Tailings Reprocessing and Base
Metals (Zinc, Copper, Cobalt, Gallium and Indium) and Precious Metals (Gold
and Silver)
Panther signed two option agreements (the "Option Agreements"), announced 17
June 2025, to create a combined polymetallic high-grade zinc, copper and
precious metal VMS property comprising a critical mineral mine redevelopment
and resource building exploration opportunity, located 150 km east of Thunder
Bay in Ontario, Canada (Figure 16).
The Option Agreements signed with First Quantum Minerals Ltd ("First
Quantum"), the Canada based global top-10 copper mining company and Frontier
Energy Ltd ("Frontier") , the Australia listed renewable energy company, were
to consolidate two land packages comprising both freehold patented, leased and
crown land mining claims. These packages covered two high-grade VMS deposits,
Pick Lake and Winston Lake, the Winston Lake Mine site infrastructure, Winston
Lake tailings and highly prospective exploration targets. The Option
Agreements were signed to consolidate the high-grade deposits, mineral
resources and mining claim portfolios comprising the former producing Winston
Lake Mine owned by First Quantum, with the Pick Lake Mine property held by
Frontier.
Based on an underground mining Feasibility Study published in 2021 the
combined Pick Lake and Winston Lake deposits were expected to generate average
life of mine ("LOM") annual EBITDA of CAD$67.64 million (£39.23M) and have a
pre-tax net present value ("NPV") of CAD$175.8 million (£73.0M) and internal
rate of return ("IRR") of 26%, with further strong exploration potential for
defining additional mineral resources and mineral reserves from the two main
deposits as well as additional near-mine VMS exploration targets.
The project area is located only 20 km from the trans-Canada highway and rail
transport links. Onsite infrastructure includes a 115kv power line, plant
site, tailings and freshwater facilities, transport links and underground
development already in place (Figure 17). The previous mining operation closed
in February 1999 due to very low zinc prices at the time. In total, 3.4
million tonnes grading 1.0% copper and 16% zinc was mined and processed. The
total project area covers approximately 60.41km(2) and comprises both patented
and leased mining claims and crown land mining claims.
The historic Winston Lake Mine tailings storage facility provides the
potential for reprocessing historical mine tailings, unlocking residual
contained metal value and contributing to the long-term environmental
rehabilitation of the site.
On 30 October 2025 the Company announced the termination of the Option and
Sale and Purchase Agreement over the Pick Lake property with Frontier. The
First Quantum Option agreement over the Winston Lake property and the
associated historical mine tailings (the "Winston Tailings Project") is
separate and not affected by the Pick Lake termination and Panther is focused
on commercialising the tailings contained within the Winston Lake mine site.
Figure Notes: Current Winston Lake Option property shown by yellow land
parcels. Pick Lake leases and claims terminated 30 October 2025.
Figure 16: Location of the Winston Project, Pick Lake and
Winston Lake Option Packages
Figure 17: Winston Tailings Project infrastructure
including plant site, tailings and water storage facilities
In relation to advancing the Winston Project on 18 June 2025 Panther announced
the appointment of Julien Bosche to the Company Advisory Board, bringing
mining investment and private equity related experience, including merger and
acquisition strategy, transaction execution and deal origination. A further
Winston Project related Company Advisory Board appointment was announced post
period on 23 July 2025, with Mr Kerem Usenmez bringing more than 25 years of
mining industry covering all stages from exploration through to mine
development. Kerem was previously CEO of Metallum Resources Inc, the company
which formerly held the project prior to its takeover by Frontier Energy, and
under whose tenure he advanced the project, through the 2021 NI 43-101
compliant Feasibility Study. Kerem previously forged strong relationships
with local stakeholders at Winston and is well respected by the First Nation
community.
On 19 June 2025, Panther announced a collaboration with Fulcrum to investigate
the potential commercialisation of the Winston Lake Mine historical processing
tailings storage facility.
On 15 July 2025 the Company further announced the commencement of the Winston
Tailings Project sampling programme. The tailings focussed work forms part of
the Company's strategy to unlock the value from the Winston Lake historical
mine site while contributing positively to local environmental outcomes. The
Winston Lake Mine was operational from 1988 to 1998, producing approximately
3.3 million tonnes of ore and yielding zinc, copper, silver, and gold. Based
on historic processing recoveries it is believed that a significant quantity
of valuable material was not captured and remains in the tailing storage
facility.
The tailings focussed programme, and associated follow-on work, includes:
· collection of representative samples from the historical tailings
storage facility;
· undertake tailings Mineral Resource estimate with initial metals
recovery test work;
· assess the financial potential of tailings reprocessing to
enhance project economics;
· evaluate the opportunity to add to the operational life of the
Winston Project;
· quantify the potential for resource growth based on historical
recovery rates; and
· support future environmental remediation by reducing the
long-term footprint of legacy tailings.
Assay results from the tailings sampling were announced on 31 July 2025. These
exceeded Panther's expectations returning high grade gold (Au), gallium (Ga),
silver (Ag), zinc (Zn), copper (Cu) and cobalt (Co), strongly supporting
further sampling and metallurgical testwork to determine the most economic and
environmentally sensitive route for extracting the precious metals and other
critical minerals from the TSF.
· Tailings samples return assay results of up to:
o 0.814 g/t Au
o 21.9 g/t Ag
o 2.20% Zn
o 0.20 % Cu
o 496 ppm Co
o 122 ppm Ga
In addition, a rock sample from a historical massive sulphide dump at the Pick
Lake deposit located circa 1.4km west of the TSF yielded 25.3% Zn, 3.0% Cu,
0.55g/t Au. 119 g/t Ag, 388 ppm Co and 26.2 ppm Ga which points to the future
potential offered by the strong exploration targets in the Pick Lake area.
The Company further announced on 1 September 2025 that it had formally
commenced the application for the Recovery of Minerals Permit as part of a
series of workstreams to quantify, evaluate and permit the contained
high-grade gold, gallium, silver, zinc, copper and cobalt and other
recoverable minerals located within the historic Winston Lake Mine tailings
storage facility, comprising the Winston Project.
A Recovery Permit allows its holder to recover minerals from tailings or other
mine waste materials at a given location without having first obtained an
exploration permit or a filed Mine Closure Plan. If the tailings or other mine
waste materials are located on crown land, the holder can also recover
minerals and exploit them commercially without a mining claim or mining lease.
On 22 September 2025 the Company announced the appointment of SRK Exploration
Ltd as independent consultants to conduct a Mineral Resource estimate ("MRE")
for the Winston Tailings Project. The MRE will be one of a series of
workstreams to quantify, evaluate and permit the contained high-grade gold
(Au), gallium (Ga), silver (Ag), zinc (Zn), copper (Cu) and cobalt (Co) and
other recoverable minerals located within the historic Winston Lake Mine
tailings storage facility ("TSF").
The MRE is an integral part of the process to advance the Winston Tailings
Project through permitting towards a cashflow proposition and will be based
upon the resource drilling programme, mineralogical and metallurgical testwork
and associated studies which will be conducted during the first half of 2026.
Panther is aiming for a seamless transition from MRE to Ore Reserves in as
short a time as possible, and it is envisaged that successful outcomes to the
tailing MRE, will in turn support the declaration of Ore Reserves following
further technical studies. The SRK Exploration work will also provide inputs
into the Application for Recovery of Minerals Permit (the "Recovery Permit")
process as announced 1 September 2025.
The MRE will be reported in compliance with the standards and best practices
set out by the Canadian Institute of Mining, Metallurgy and Petroleum's
("CIM") for reporting Mineral Resources, Ore Reserves, and related exploration
information. This will also facilitate future NI 43-101 reporting, as
required.
On 20 November 2025 the Company announced the appointment of Platinum Diamond
Drilling Inc. to undertake the Mineral Resource focussed sampling programme.
Post the year end on 7 January 2026 the Company announced the appointment of
Extrakt Process Solutions LLC ("Extrakt") to conduct phased metallurgical
testwork for the recovery of metals from the project.
The testwork will be conducted in association with TDI Solutions LLC, an
independent laboratory authorised and equipped to implement the Extrakt
innovative hydrometallurgical extraction technology. This work and associated
studies are inputs into the Application for Recovery of Minerals Permit (the
"Recovery Permit") process as announced 1 September 2025.
The Phase 1 metallurgical characterisation and testwork will be conducted on
representative composite samples of tailings material obtained from the
vibracore sampling programme. The Phase 1 work is designed to generate
baseline data on metal extraction performance, which will guide and support
the design of subsequent testwork phases to determine the recoveries for gold
(Au), gallium (Ga), indium (In), silver (Ag), zinc (Zn), copper (Cu) and
cobalt (Co) and/or other recoverable metals contained within the historic
Winston Lake Mine tailings storage facility.
The Phase 1 metallurgical results will also support the Reasonable Prospects
of Eventual Economic Extraction requirement for the planned Mineral Resource
estimate ("MRE") being conducted by the SRK Group.
The MRE and the Extrakt metallurgical testwork are integral workstreams to
advance the Winston Tailings Project through permitting towards a cashflow
proposition.
Post period, on 10 February 2026 the Company provided an update on the Winston
Tailings Project as follows:
· Tailings sampling work is underway onsite under the geological
supervision of independent geological contractors Bayside Geoscience Ltd
("Bayside") using Platinum vibracore sampler mounted on a purpose built ice
barge, situated upon the frozen tailings pond. The vibracore sampler retrieves
a representative cylinder of tailings material through the vertical profile of
the tailings, from points at regular grid spacings across the TSF.
· The first batch of tailings samples are now undergoing logging
and sampling by Bayside in the city of Thunder Bay. Once prepared the tailings
will be sent for geochemical analysis in support of the Mineral Resource
estimate.
· The Mineral Resource estimate ("MRE") is being undertaken by
independent consultants SRK Exploration Ltd ("SRK EX"). The MRE will be
reported in compliance with the standards and best practices set out by the
Canadian Institute of Mining, Metallurgy and Petroleum's ("CIM") for reporting
Mineral Resources, Ore Reserves, and related exploration information. This
will also facilitate future NI 43-101 reporting, as required.
· The MRE is an integral part of the process to advance the Winston
Tailing Project towards a cashflow proposition and will be based upon the
resource sampling programme, mineralogical and metallurgical testwork and
associated studies. The MRE work will also provide inputs into the Application
for Recovery of Minerals Permit (the "Recovery Permit") process as announced 1
September 2025.
· Upon receipt of the geochemical assay results a bulk composite
sample of the Winston tailings will be sent to Extrakt Process Solutions, LLC.
("Extrakt") who will conduct phased metallurgical testwork for the recovery of
metals. The testwork will be conducted in association with TDI Solutions LLC
an independent laboratory authorised and equipped to implement the Extrakt
innovative hydrometallurgical extraction technology. Extrakt has developed a
proprietary environmentally friendly cyanide-free technology for enhanced
leaching and recovery of gold and other metals from all types of ores and
solid-liquid separation that significantly improves dewatering and
consolidation of mine tailings.
On 19 February 2026 the Company announced that it has signed a letter of
interest ("LOI") with Traxys Europe SA, a division of Traxys Group ("Traxys"),
a global commodity trading and marketing market leader.
The non-binding LOI concerns Panther's Winston Tailings Project and is a
formal recognition of an ongoing engagement between both parties as Panther
progresses work to declare a Mineral Resource Estimate, as part of series of
ongoing workstreams to quantify, evaluate and permit the contained high-grade
gold (Au), gallium (Ga), silver (Ag), zinc (Zn), copper (Cu), indium (In) and
cobalt (Co) and other recoverable minerals located within the historic Winston
Lake Mine tailings storage facility near Schrieber, Ontario, Canada.
On 16 March 2026 the Company announced the vibracore sample collection work
phase at the Winston Tailings Project has successfully completed and that the
thickness of the tailings exceeded expectation reaching a maximum vertical
thickness of tailings (below ice and water) of 16.8m and with an average
vertical thickness of 8.7m. Laterally and vertically representative tailings
core samples successfully retrieved from across the extent of the frozen
tailing pond, with representative HQ core (63.5mm) diameter cylinders of
tailings material through the vertical profile of the tailings, from 109
locations at regular grid spacings across the TSF (see Figures 18 and 19).
The Vibracore sampling grid comprises a total of 109 collar locations,
staggered at a nominal spacing of 50m along east-west fence lines spaced at
25m north-south, for an effective horizontal sample spacing averaging either
25m or 35m between fences. Duplicate 'twin' core material was retrieved at 3
locations, whilst vertical profiles were restarted at 6 of the locations. The
completed sample grid measures up to 904m along the long axis and up to 230m
perpendicular to the TSF long axis.
Figure 18: Photograph of the Platinum Vibracore Sampling Ice Barge on the
Frozen Winston Tailings Pond, 3 February 2026
Figure 19: Winston Tailings 2026 Vibracore Sampling Collar Locations
On 17 March 2026 the Company announced the first batch of Vibracore sample
assay results for the Winston Tailings Project, with the second batch of
results announced 19 March 2026). The results continue to show good grade
consistency across the vertical depth-profile and laterally between Vibracore
hole collar locations, and support or exceed the 2025 preliminary assay
results announced 31 July 2025.
To date sample assay results from 15 Vibracore holes have been reported (see
Table 5 and Table 6), with sampling work ongoing.
Table 5: Winston Tailings Vibracore Sample Assay Results
for Batch 1 and Batch 2
Vibracore Vertical Depth Au Ag Zn Cu Co (ppm) Ga (ppm) In (ppm)
Hole ID (g/t) (g/t) (%) (%)
From (m) To
(m)
WT-26-001 0.7 2.05 0.889 15.85 1.185 0.186 347 107 13
2.05 3.55 0.683 16.55 1.24 0.161 321 94 14
3.55 6.55 0.461 15.5 1.565 0.118 453 102 16
WT-26-002 1.3 2.05 0.488 15.05 1.18 0.111 277 80 12
2.05 3.55 0.438 12.15 1.605 0.128 305 78 16
3.55 5.05 0.383 16.15 1.44 0.172 463 104 19
5.05 5.45 0.48 8.19 0.687 0.086 275 62 6
WT-26-003 1.07 2.05 0.424 9.28 1.2 0.109 257 81 11
2.05 3.27 0.558 12.5 0.84 0.128 270 85 9
3.27 4.77 0.513 18.7 1.22 0.188 442 108 17
4.77 6.27 0.345 12.5 1.625 0.120 388 107 17
6.27 7.77 0.516 11.25 2.1 0.136 360 103 18
7.77 9.27 0.565 10.85 2.85 0.148 311 97 28
WT-26-004 1.77 3.27 0.39 9.27 1.57 0.171 252 81 18
3.27 4.77 0.251 7.77 1.17 0.125 267 81 11
4.77 6.27 0.486 15.65 1.39 0.158 434 106 16
6.27 7.77 0.715 13.1 1.225 0.100 271 96 9
7.77 9.27 0.561 10.85 1.515 0.135 269 92 12
9.27 10.77 0.528 10.2 1.35 0.100 265 90 10
10.77 12.27 0.502 11.55 2.11 0.103 296 96 14
12.27 12.47 0.671 11.9 1.545 0.113 272 94 12
12.47 13.97 0.785 11.8 1.57 0.119 242 92 11
WT-26-005 1.77 3.27 0.26 9.09 1.480 0.125 203 71 10
3.27 4.77 0.29 7.93 1.225 0.102 260 81 12
4.77 6.27 0.42 10.20 0.820 0.093 270 77 8
6.27 6.88 0.64 11.90 1.285 0.120 237 91 11
WT-26-007 4.77 6.27 0.42 11.50 1.315 0.131 323 88 13
6.27 7.77 0.69 11.10 1.405 0.133 200 88 12
7.77 9.27 0.63 10.00 1.570 0.132 190 82 13
9.27 10.27 0.44 8.55 1.755 0.111 205 90 16
WT-26-011 1.57 3.07 0.45 11.10 1.015 0.106 315 74 12
WT-26-011A 1.57 3.07 0.05 1.32 0.912 0.026 60 22 5
WT-26-012 0.51 1.77 0.34 10.25 1.675 0.170 358 103 20
1.77 3.27 0.53 13.40 1.260 0.127 430 103 17
3.27 4.77 0.35 12.25 1.240 0.109 383 98 14
4.77 6.27 0.51 11.60 1.135 0.105 341 86 11
6.27 7.77 0.63 13.40 1.510 0.136 286 88 14
7.77 9.27 0.62 12.80 1.470 0.126 289 97 14
9.27 10.77 1.32 18.65 2.240 0.155 262 97 18
10.77 11.71 0.53 13.65 3.290 0.188 303 101 24
WT-26-013 1.77 3.27 0.52 13.30 1.405 0.134 366 83 14
3.27 4.77 0.42 14.45 1.255 0.126 370 95 12
4.77 6.27 0.57 11.55 0.713 0.085 374 66 6
6.27 7.77 0.54 14.10 1.385 0.127 270 86 11
WT-26-014 1.77 3.27 0.43 10.05 1.340 0.131 349 84 14
3.27 4.31 0.30 12.45 1.380 0.122 392 114 15
WT-26-015 3.27 4.77 0.41 12.55 0.895 0.102 330 97 10
4.77 5.82 0.48 12.90 1.240 0.105 370 92 12
5.82 6.27 0.52 11.90 0.890 0.095 340 88 10
WT-26-018 3.27 4.07 0.26 13.50 1.410 0.105 305 92 14
WT-26-021 3.27 4.77 0.64 14.20 1.145 0.118 334 83 10
4.77 5.74 0.71 13.80 1.105 0.110 281 79 9
WT-26-026 1.77 4.77 0.71 11.65 0.885 0.113 308 74 8
4.77 6.27 0.76 11.50 1.035 0.126 315 75 9
6.27 6.60 0.67 12.35 1.800 0.142 258 77 17
Table Note: Assay results by ALS Laboratory methods ME-MS61, Au-ICP21 (for
gold) and Zn-OG62 (for Zn>1%). * Zinc results >1% Zn by method Zn-OG62,
Zn <1% by method ME-MS61. Batch 2 samples reported under ALS certificate
TB26067642. Future sample batches may contain further results for the reported
Hole IDs.
Analytical Methods: The certified assay results are by ALS Laboratories using
four-acid super trace multielement method ME-MS61 (four-acid digestion for
near-total recovery across a suite of 48 elements), Au-ICP21 (gold by fire
assay with an inductively coupled plasma atomic emission spectroscopy finish)
and Zn-OG62 (four-acid overlimit method for high-grade zinc).
Table 6: Vibracore Sample Collar Locations and Tailings Depths for Holes
Reported in Table 5
Vibracore Hole ID (#) UTM Northing UTM Easting Collar Elevation (m) Depth to Tailings Surface (m) Depth to Tailings Base (m) Tailings Thickness* (m)
WT-26-001 5424415 473016 464.1 0.6 6.6 6.0
WT-26-002 5424415 473042 463.8 1.3 5.5 4.2
WT-26-003 5424415 473091 463.4 1.1 9.3 8.2
WT-26-004 5424415 473141 463.3 0.9 14.0 13.1
WT-26-005 5424414 473191 464.0 1.0 6.9 5.9
WT-26-007 5424364 473215 463.2 0.8 10.3 9.5
WT-26-011 5424315 473090 464.4 0.6 3.1 2.5
WT-26-011A 5424315 473094 463.3 0.6 3.1 2.4
WT-26-012 5424315 473140 463.7 0.5 11.7 11.2
WT-26-013 5424314 473191 463.4 0.6 7.8 7.2
WT-26-014 5424313 473235 464.2 0.6 4.3 3.7
WT-26-015 5424263 473215 462.9 0.6 6.3 5.7
WT-26-018 5424264 473065 463.3 0.6 4.1 3.5
WT-26-021 5424214 473190 463.7 0.6 5.7 5.1
WT-26-026 5424064 473165 462.1 0.8 6.6 5.8
Table Note: UTM Zone 16N NAD83 Datum. WT-26-011A drilled to test for a
suspected false bottom encountered in WT-26-011. Table includes statistics for
four Vibracore holes reported 17 March 2026. * Apparent tailings thickness and
vertical profile tested by assays may differ. Depth figures rounded to 1
decimal place.
Corporate and Financial Highlights
Share Issues and Director Dealings
Placings
On 20 January 2025, the Company announced the completion of a conditional
placing of 910,000 ordinary shares of no par value (the "Placing Shares") at a
price of 50 pence per Placing Share (the "Placing Price") in a placing (the
"Placing"), raising gross proceeds of £455,000. Each Placing Share was issued
with one warrant attached entitling the holder to subscribe for one new
ordinary share at a price of 75 pence (the "Warrants"). The Warrants have a
life of 36 months from the date of Admission on 28 February 2025. The shares
were admitted on 28 February 2025.
On 28 October 2025 the Company announced that it has raised gross proceeds of
£600,000 (before expenses) via an allotment to Darren Hazelwood of 1,000,000
new ordinary shares of no par value each in the capital of the Company at a
price of 60 pence per ordinary share. The shares were admitted on 31 October
2025.
On 30 October 2025 the Company announced that it had raised gross proceeds of
approximately £55,570 pursuant to a WRAP Retail Offer, alongside the October
2025 placing. The Company issued a total of 92,616 new Ordinary Shares at a
price of 60 pence per ordinary share.
Debt Capitalisation
On 12 March 2025, the Company announced that it had agreed terms to capitalise
its only outstanding debt facilities, comprising the £150,000 of unsecured
convertible loan notes announced 20 November 2023, which carry an interest
rate of 15%. The Company settled this liability by the issue of new ordinary
shares with warrants attached, on the same economic terms as the most recent
placing announced on 20 January 2025.
The Company allotted, issued and admitted to trading a combined total of
362,250 shares at an issue price 50p (the "Settlement Shares") and delivered
362,250 warrants with an exercise price of 75p to the former holders of the
loan notes. The warrants have a life of 3 years and are subject to an
"accelerator" requiring the warrants to be exercised should the Panther share
price exceed £1.50 at any time over a period of 20 trading days following the
date of the issue of the warrants. The shares were admitted on 8 April 2025.
Warrant Exercise
On 24 June 2025, the Company announced it had received notice of exercise of a
total of 106,666 warrants with an exercise price of 75p per share, raising
£80,000 for the Company. The Company made applications for 106,666 new
Ordinary Shares to be admitted to listing and Admission took place on 30 June
2025.
Director Purchase in Market
On 25 June 2025, the Company that on 24 June 2025 Kerry Hazelwood, a the wife
of the Chief Executive Officer, Darren Hazelwood, had purchased 21,068
ordinary shares of no par value in the Company ("Ordinary Shares") at a
weighted average price of 94.9p per Ordinary Share. Following the transaction,
the number of shares in which Darren and Kerry Hazelwood have an interest has
increased by 21,068 Ordinary Shares to 276,457 Ordinary Shares.
Director Direct Subscription
On 30 June 2025, the Company announced that Executive Chairman, Nicholas
O'Reilly, and Chief Executive Officer, Darren Hazelwood, have undertaken a
direct share subscription with the Company for a total of £132,000 at the
market mid-price of 69p. Mr Hazelwood subscribed for a total of 155,072
new shares for a consideration of £107,000. Mr O'Reilly subscribed for a
total of 36,232 new shares for a consideration of £25,000, taking his total
holding to 113,305 Ordinary Shares.
Statutory Matters
On 2 April 2025, the Company announced that at its General Meeting of the
Company, all resolutions were duly passed. On 30 June 2025, the Company
announced the results of its AGM in which all of the resolutions were passed
successfully.
On 28 April 2025, the Company published the audited results for the year ended
31 December 2024. A copy of the 2024 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
Sale of Shares in Fulcrum Metals
On 8 April 2025, the Company announced that it had sold a total of 7,625,122
ordinary shares of nominal value 1 pence each in the capital of Fulcrum Metals
PLC ("Fulcrum") (the "Ordinary Shares") on 7 April 2025, at a price of 3.5
pence per Ordinary Share, for an aggregate amount of £266,879 (net of fees
and expenses). The Fulcrum sale constituted a disposal of Panther's remaining
holding in Fulcrum.
Advisory Board
On 18 June 2025, the Company announced the appointment of Julien Bosche to the
Advisory Board. Julien brings over 16 years of mining investment and private
equity related experience, including merger and acquisition strategy,
transaction execution and deal origination.
On 23 July 2025, the Company announced the appointment of Mr Kerem Usenmez
MSc. P.Eng to the Company's Advisory Board. Kerem brings a wealth of knowledge
and experience on the Winston Project the high-grade, advanced stage,
polymetallic zinc, copper and precious metal property which is the subject of
option and purchase agreements announced 17 June 2025. Kerem will commence
his Advisory Board position upon the successful completion of the Winston
acquisition.
The Advisory Board now comprises Mel Sanderson, Julien Bosche and Kerem
Usenmez.
Bitcoin Acquisition and Disposal
On 23 June 2025, the Company announced the successful opening of a Bitcoin
Treasury account CoinCorner Ltd based in the Isle of Man. The Company
purchased one Bitcoin with Coincorner on 24 June 2025. The Company sold all of
its Bitcoin during Q3 2025 and has no immediate intention to buy Bitcoin.
Exploration Agreements
Obonga Amendment
On 3 April 2025, the Company announced the amendment and extension to the
purchase agreement (the "Amending Agreement") with Broken Rock Resources Ltd
("Broken Rock") over the Obonga Project ("Obonga" or the "Property"), which
covers over 90% of the Obonga Greenstone Belt, in Ontario, Canada. The
Amending Agreement to the 2021 purchase agreement (announced 2 August 2021)
allows for an additional year to meet the exploration commitment at Obonga.
Under the Amending Agreement the exploration commitment is now spread over
five years; whilst the original net smelter return royalty is replaced with a
gross revenue royalty equal to 1.5% of the gross value of the sale proceeds
received by the royalty payor from activity carried out on the Property.
In connection with the signing of the Amending Agreement Panther allotted and
issued 42,070 new ordinary shares (the "Consideration Shares") with a value of
Canadian $30,000 (£16,216) to Broken Rock (based on the mid-market closing
price of Panther's ordinary shares on 27 March 2025 and an exchange rate of
CAD$1.85 to £1.00.
The Consideration Shares were credited as fully paid and rank pari passu in
all respects with the existing Ordinary Shares in the share capital of the
Company, including the right to receive all dividends and other distributions
declared, made, or paid on or in respect of such shares after the date of
issue of the Consideration Shares. The shares were admitted on 8 April 2025.
Winston Agreements
On 17 June 2025, the Company announced the signing of two option and
purchase agreements (the "Agreements") to create the Winston Project, a
polymetallic high-grade zinc, copper and precious metal volcanogenic massive
sulphide ("VMS") property comprising a critical mineral mine redevelopment and
resource building exploration opportunity (the "Project"), located 50 km east
of Thunder Bay in Ontario, Canada.
The Agreements signed with First Quantum Minerals Ltd ("First Quantum"), the
Canada based global top-10 copper mining company and Frontier Energy Ltd
("Frontier"), the Australia listed renewable energy company, consolidate a
project area comprising both freehold patented, leased and crown land mining
claims. These cover two high-grade VMS deposits, Pick Lake and Winston Lake,
the Winston Lake Mine site infrastructure and highly prospective exploration
targets.
The 2021 Feasibility Study for the mine redevelopment expected to generate
average life of mine ("LOM") annual EBITDA of C$67.64 million (M) (£39.23M)
and have a pre-tax NPV(8%) of C$ 175.8 M (£73.0M) and IRR of 26%, with
further strong exploration potential for defining additional Mineral Resources
and Mineral Reserves from the two main deposits as well as additional
near-mine VMS exploration targets.
Panther's Winston Project is underpinned by two separate purchase option
agreements which will upon exercise consolidate the mining claims, leases and
mineral assets into a single 100% owned property.
1. First Quantum Minerals Option to Purchase Winston Lake Property
The First Quantum option to purchase agreement affords Panther the Option to
purchase all right, title and interest in, the Winston Lake Property and
patented land leases. The agreement includes an initial due diligence period
in which Panther has the right to conduct agreed exploration work.
In the initial 12-month due diligence period Panther has the right to all
project data and to conduct an agreed exploration programme on the First
Quantum property, in return for a C$100,000 (£54,100) payment. Prior to the
expiration of the due diligence period, Panther may extend the period for a
further 12 months up to three times (for a total maximum due diligence period
of 48 months) by making payments of C$50,000 (£27,205) per extension.
Upon Panther exercising the purchase option, First Quantum will be granted a
2% net smelter return ("NSR") royalty (the "Royalty") over the Winston Lake
Property, with Panther having the right to purchase back half (50%) of the
Royalty for a payment of C$3,000,000 (£1.63M). Upon exercise Panther will be
required to replace First Quantum's outstanding letter of credit for
C$4,000,000 (£2.18M) (or such greater amount as may be in place as of the
completion date), currently issued in favour of the Ministry of Northern
Development and Mines.
2. Frontier Energy Option and Sale and Purchase Agreement for the Pick Lake
Mining Ltd Property
The terms of the Frontier Energy Option and Sale and Purchase Agreement
comprise an Option Period running to 15 October 2025. An Option payment of
100,000 Australian dollars (A$) (£48,540), with additional A$30,000
(£14,577) per month, payable on the first business day in each month
thereafter and ending on 15th October 2025, the payments in each case offset
against the total purchase price of A$2,750,000 (£1.33M), when the Option is
exercised. Panther is entitled to exercise the Option at any time during the
Option Period.
The Pick Lake property is subject to a 2% NSR royalty with a previous owner,
50% of which may be bought back for C$1M (£759,000).On 16 October 2025 the
Company announced that the agreement had been extended to 29 October 2025 and
on 30 October 2025 the Company announced that it had terminated the agreement
on the basis that funds had not been raised to satisfy the consideration.
Board
On 26 November 2025 the Company announced the appointment of Katherine
O'Reilly to the Company's executive board as CFO (Chief Financial Officer)
with immediate effect. Katherine previously served as a Non-Executive Director
of the Company.
Corporate Matters
Post Year End Developments
Placing
On 9 February 2026 the Company announced that it has raised gross proceeds of
£1,190,000 (before expenses) through a placing of 1,700,000 ordinary shares
of no par value at a price of 70 pence (the "Placing Price"). The Placing,
which received substantial backing from new and existing institutional
investors and existing shareholders of the Company, was significantly
oversubscribed and subject to scale back. The shares were admitted on 16
February 2026.
Filing of Preliminary Non Offering Prospectus
On 13 February 2026 the Company announced that it has filed a preliminary
non-offering prospectus (the "Prospectus") with the Ontario Securities
Commission (the "Commission") and has applied to the Canadian Securities
Exchange (the "CSE") for a secondary listing of its ordinary shares on the CSE
in Canada (the "Listing"). The Company's ordinary shares will continue to be
listed on the official list of the UK Financial Conduct Authority and traded
on the main market for listed securities of the London Stock Exchange PLC.
Final acceptance of the Prospectus and the Listing are subject to the review
and approval of the Commission and the CSE, respectively. The Prospectus
contains important information relating to the Company and its currently
issued share capital and is subject to amendment as may be required by the
Commission. The Prospectus will be available for review under Panther's
profile on the Canadian System for Electronic Document Analysis and Retrieval
("SEDAR+") at www.sedarplus.ca.
Panther Metals Canada
Post year end on 15 January 2026 the Company announced the signing of a three
year term purchase option agreement (the "Purchase Option") over three
multicell mining claims (the "Properties" or "Claims") which comprise the
Otter Gold, Z2 Gold and Wig properties at Obonga. The Purchase Option signed
with Mrs Karen Siltamaki is a partial replacement for the purchase option
agreement announced 22 November 2021 signed with her late spouse Mr Aki
Siltamaki and secures Panther options over the Properties through to January
2029. The Purchase Option allows Panther the option to purchase the Claims for
a total cash consideration of CAN$200,000 (£116,000) and the award of a 1.5%
net smelter return ("NSR") royalty (with a provision for Panther to reduce the
royalty to 1.0% NSR through a CAD$1,000,000 (£538,100) buy-back). The
Purchase Option price, was CAD$10,000 (£5,550) with further payments of
CAD$10,000 (£5,550) due on each anniversary of the date of signing, for three
consecutive years.
Key Performance Indicators
At this stage in the Group's development, the Directors consider that the most
relevant indicators of performance relate to financial position, market
capitalisation and share price.
Accordingly, the Group monitors net assets, market capitalisation and share
price as key measures of financial success from a shareholder value
perspective. In parallel, from an operational perspective management tracks
progress against operational milestones, including work programme execution,
partnership development, and advancement of exploration and appraisal
activities, as these represent the primary drivers of future value creation.
The key performance indicators are set out below:
31-Dec-25 31-Dec-24 Change
Net asset value £2,234,684 £2,111,196 6%
Market Capitalisation £4.71m £3.64m 29%
Share Price 67.5p 85p (21%)
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 to
generate 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 following transactions in the year ended 31 December 2025 have given rise
to funding inflows
· On 20 January 2025, the Company announced the completion of a
conditional placing of 910,000 ordinary shares of no par value (the "Placing
Shares") at a price of 50 pence per Placing Share (the "Placing Price") in a
placing (the "Placing"), raising gross proceeds of £455,000. Each Placing
Share was issued with one warrant attached entitling the holder to subscribe
for one new ordinary share at a price of 75 pence (the "Warrants"). The
Warrants have a life of 36 months from the date of Admission on 28 February
2025. The shares were admitted on 28 February 2025.
· On 28 October 2025 the Company announced that it has raised gross
proceeds of £600,000 (before expenses) via an allotment to Darren Hazelwood
of 1,000,000 new ordinary shares of no par value each in the capital of the
Company at a price of 60 pence per ordinary share. The shares were admitted on
31 October 2025.
· On 30 October 2025 the Company announced that it had raised gross
proceeds of approximately £55,570 pursuant to a WRAP Retail Offer, alongside
the October 2025 placing. The Company issued a total of 92,616 new Ordinary
Shares at a price of 60 pence per ordinary share.
· On 24 June 2025, the Company announced it had received notice of
exercise of a total of 106,666 warrants with an exercise price of 75p per
share, raising £80,000 for the Company. The Company made applications for
106,666 new Ordinary Shares to be admitted to listing and Admission took place
on 30 June 2025.
· On 30 June 2025, the Company announced that Executive Chairman,
Nicholas O'Reilly, and Chief Executive Officer, Darren Hazelwood, have
undertaken a direct share subscription with the Company for a total of
£132,000 at the market mid-price of 69p. Mr Hazelwood subscribed for a
total of 155,072 new shares for a consideration of £107,000, taking his and
Mrs Hazelwood's total holding to 7.32% of the issued share capital in the
Company. Mr O'Reilly subscribed for a total of 36,232 new shares for a
consideration of £25,000, taking his total holding to 113,305 Ordinary Shares
equivalent to 1.92% of the issued share capital in the Company. The total
number of Ordinary Shares in issue following Admission was 5,891,370.
As at the year-end date the Group had total cash reserves of £71,085 (2024:
£17,536).
On 9 February 2026 the Company announced that it has raised gross proceeds of
£1,190,000 (before expenses) through a placing of 1,700,000 ordinary shares
of no-par value at a price of 70 pence (the "Placing Price"). The Placing,
which received substantial backing from new and existing institutional
investors and existing shareholders of the Company, was significantly
oversubscribed and subject to scale back. The shares were admitted on 16
February 2026.
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. The
Company 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 has been committed to the disclosure of climate-related financial
information in line with the four overarching pillars of the Task Force on
Climate related Financial Disclosures (TCFD) recommendations. These
recommendations have since been fully integrated into the International
Sustainability Standards Board (ISSB) framework, ensuring continuity and a
seamless transition for companies already reporting under the TCFD structure.
The Company will adopt the UK Sustainability Reporting Standards (IFRS S1 and
IFRS S2) when they are mandatorily effective which is currently expected to
occur in the 2027 financial year.
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 The risk register is reviewed and discussed at least annually by the Audit
Committee. In FY25 the committee concluded that these are the climate
change-related risks and opportunities which may have a financial impact on
the Group:
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"). (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
exploration related activities such as grants and other funding initiatives.
· 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.
b) Describe the impact of climate-related risks and opportunities on the Conversely opportunities in relation to the emergence of new technologies
organisation's businesses, strategy and financial planning. where the Group's exploration activities and output could provide a key
component could present a material upside to the Company.
The Responsibility Committee continues to seek 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, and which has not been available in 2025.
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
organisation's overall risk management, the Responsibility Committee also
a) Disclose the metrics used by the organisation to assess climate-related tasks the project managers to compile a set of metrics and targets with which
risks and opportunities in line with its strategy and risk management process. 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 57,4 (2024: 47.15) metric tonnes of CO2e and relate
to gas. The Company's scope 2 emissions for the year are 0.75 (2024: 0.9)
metric tonnes of CO2e and relate to electricity. The Company's scope 3
emissions are 32 (2024: 31.58) 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 emissions data is not readily available from these third
parties. The Company has therefore used exploration expenditure data from
these third parties to calculate an additional scope 3 emissions figure of
8.10 (2024: 41.64) metric tonnes of CO2e.
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 Ongoing Metric and 2025 Target 2025 Target Status and 2026 Objectives
Risks and opportunities related to the transition to a lower-carbon economy Canadian governmental exploration policy changes (medium and long term). Level of governmental support of the sector through grant funding and no
meaning that exploration activity is made impossible or possible at a higher
adverse changes to current regulatory status.
cost.
Grant funding received in 2025. Further grant funding opportunities to be
sought in 2026/27.
Target is to apply for governmental grant funding in 2025.
Risks and opportunities related to the transition to a lower-carbon economy Reputational risk tied to community perceptions of the Group's activities Positive lines of communication maintained with First Nations and other
meaning that exploration activity is made impossible or possible at a higher (First Nations- all terms).
environmental stakeholders in 2025 with several meetings held with First
cost. Lines of communication with the First Nations in terms of frequency and nature Nations during 2025 and requested permits awarded or renewed due to a deeper
of written and verbal communication with no adverse communication (verbal or understanding and trust between parties being achieved.
written).
2026 target is to maintain this.
2025 target was to maintain positive lines of communication with First Nations
and other environmental stakeholders and meet with First Nations during 2025
to foster relationships further.
Risks and opportunities related to the transition to a lower-carbon economy Climate change litigation (First Nations and other environmental stakeholders- Positive lines of communication maintained with First Nations and other
meaning that exploration activity is made impossible or possible at a higher all terms).
environmental stakeholders in 2025 with several meetings held with First
cost. Lines of communication with the First Nations in terms of frequency and nature Nations during 2025 and requested permits awarded or renewed due to a deeper
of written and verbal communication with no adverse communication (verbal or understanding and trust between parties being achieved. 2026 target is to
written) plus emissions data publication where possible to ensure transparency maintain this.
to all environmental stakeholders.
It has not been possible to obtain detailed emissions data from our
third-party suppliers as this information is not readily available. However,
we have used project expenditure to quantify our scope 3 emissions and will
2025 target was to maintain positive lines of communication with First Nations continue to do so whilst this remains the case.
and other environmental stakeholders and meet with First Nations during 2025
to foster relationships further.
2025 target was to obtain emissions data from key third party suppliers in
2025 where possible and publish where practicable.
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 In March 2025 and March 2026 Darren Hazelwood and Nicholas O'Reilly attended
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. PDAC in Toronto Canada and attended learning sessions to keep abreast of
cost.
emerging technologies to supplement their day-to-day intelligence gathering on
2025 target was to attend update sessions on emerging technologies which may the subject. Ongoing target is to attend update sessions on emerging
be relevant to Panther's activities. technologies which may be relevant to Panther's activities.
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 2024/25 work programme in Dotted Lake was made more challenging by warmer than
activity is made impossible or possible at a higher cost. exploration areas. expected conditions. However, the team completed the work programme by
adapting their approach and will take away learnings for subsequent work.
2025 target is for no change to be highlighted in order or make exploration
activities predictable.
2026 target is for no further change to be highlighted in order or make
exploration activities predictable.
COPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
Chairman's Overview
On behalf of the Board, I am pleased to present the Corporate Governance
Report for the year ended 31 December 2025. We at Panther Metals believe
that having a solid corporate governance structure throughout the business is
a vital factor in achieving our strategic goals and creating value for our
shareholders. The Board is committed to maintaining high standards of
corporate governance and in this it is guided by the Quoted Companies
Alliance's Corporate Governance Code (the "QCA Code"). The Directors believe
the QCA Code to be the most appropriately recognised corporate governance code
for the Group to adhere to. During the year under review, the Board has sought
to transition to the updated Quoted Companies Alliance Corporate Governance
Code 2023 ('2023 Code") and has continued to strive to uphold the principles
of the QCA Code across the business.
As Chairman of the Board of Directors of Panther Metals PLC, it is my
responsibility to ensure that Panther has both sound corporate governance and
an effective board. Each of the directors recognises the importance of sound
corporate governance, and the need to take into account the Group's size and
stage of development.
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.
The company's business model and strategy, including key challenges and their
execution is set out in the Strategic Report.
Details of director's remuneration are set out in the Directors' Remuneration
Report.
Role of the Board
The Board has a responsibility to govern the Group rather than to manage it
and in doing so act in the best interests of the Group as a whole. Each member
of the Board is committed to spending sufficient time to enable them to carry
out their duties as a Director. Non-Executive Directors receive formal letters
of appointment, setting out the key terms, conditions and expectations of
their appointment. Each member of the Board is also expected to maintain and
develop their skills in their particular areas of expertise and ensure they
keep abreast of changes in listed company laws and regulations.
Responsibilities of the Board
The Board is responsible for formulating, reviewing and approving the Group's
strategy, financial activities and operating performance. Day to day
management is devolved to the Executive Directors, who are charged with
consulting the Board on all significant financial and operational matters.
Board of Directors
The Board of Directors currently comprises five Directors, three Executive
Directors and two non-executive directors who are considered to be
independent.
The Directors are of the opinion that the Board comprises a suitable balance
and that the recommendations of the QCA Code have been implemented to an
appropriate level. The Board maintains regular contact with its advisers and
public relations consultants in order to ensure that the Board develops an
understanding of the views of major shareholders about the Group.
All Directors have access to the advice of the Group's solicitors and the
Group Secretary, necessary information is supplied to the Directors on a
timely basis to enable them to discharge their duties effectively and all
Directors have access to independent professional advice at the Group's
expense as and when required.
The primary duty of the Board will be to always act in the best interests of
the Company. Matters reserved for the board are as follows
Ø Strategy and Management (responsibility for the overall leadership of
the Group and setting the Group's values and standards, responsibility for the
reputation of the Group, approval of the Group's strategic aims and
objectives, approval of the Group's annual operating and capital expenditure
budgets and any material changes to them, review of performance in the light
of the Group's strategy, objectives, business plans and budgets and ensuring
that any necessary corrective action is taken, extension on the Group's
activities into new business or geographical areas, any decision to cease to
operate all or any material part of the Group's business);
Ø Structure and Capital (major changes to the Group's corporate
structure, changes to the Group's management and control structure, any
changes to the Group's listing);
Ø Financial Reporting and Controls (approval of half yearly, interim
management statements and any preliminary announcements of final year results,
approval of the annual report and accounts, approval of any significant
changes in accounting policies or practices, approval of treasury policies,
including foreign currency exposure and the use of financial derivatives);
Ø Internal Controls (ensuring maintenance of a sound system of internal
control and risk management, including a) reviewing the effectiveness of the
Group's risk and control processes to support its strategy and objectives; b)
reviewing the Group's risk register; and c) approving an appropriate statement
for inclusion in the annual report);
Ø Contracts (major capital contracts, contracts, which are material,
strategically or by reason of size, entered into by the Group or any
subsidiary in the ordinary course of business);
Ø Communication (approval of resolutions and corresponding documentation
to be put forward to shareholders at a general meeting, approval of all
circulars and prospectuses);
Ø Board Membership and Other Appointments;
Ø Remuneration (determining the remuneration policy for the Directors and
other senior Executives, determining the remuneration of the Non-Executive
Directors, introduction of new share incentive plans or major changes to
existing plans, for approval);
Ø Delegation of Authority (the division of responsibilities between the
Chairman, the Chief Executive and other Executive Directors, approval of terms
of reference of Board Committees, receiving reports from Board Committees on
their activities);
Ø Corporate Governance Matters (review of the Group's overall corporate
governance arrangements);
Ø Policies (approval of the Group policies); and
Ø Other (approval of the appointment of the Group's principal
professional advisers, prosecution, defence of settlement of litigation
involving above £5 million or being otherwise material to the interests of
the Group, approval of the overall levels of insurance for the Group,
including Director's and Officers' Liability Insurance)
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 during the year ended 31 December 2025 comprised
Tracy Hughes as chair (previously Nicholas O'Reilly), Simon Rothschild and
Katherine O'Reilly and meets not less than twice each year. Post year-end on 1
April 2026 Tracy Hughes resigned and Donna- Belen Humphreys was appointed as
Non-Executive Director. Donna took over Tracy's role as chair of the
committee. 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.
Board Meeting Attendance 2025
The Board meets regularly throughout the year. During the year ended 31
December 2025, the Board had 12 Board meetings
Director Board Meetings Audit Committee Meetings Remuneration Committee Meetings (2) Nomination Committee Meetings (1)
(2)
(12)
Darren Hazelwood 12 - - -
Nicholas O'Reilly 12 2 - 1
Katherine O'Reilly 12 - 2 1
Simon Rothschild 12 2 2 1
Tracy Hughes 12 2 2 -
Total meetings 12 2 2 1
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. A keen focus on deal delivery and
network identification laying the foundations for growth.
Nicholas O'Reilly, Executive Chairman
Nicholas is an experienced exploration geologist and consultant having worked
for over 20 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 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 (denoted Qualified for
Mineral Reporting), a Member of the Society of Economic Geologists and a
Fellow of The Geological Society of London.
Katherine O'Reilly, Chief Financial Officer
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.
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 Hughes & 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, Independent 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 served as 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.
Donna-Belen Humphreys, Independent Non-Executive Director (appointed 1 April
2026)
Donna-Belen brings over 25 years of experience across investor relations,
corporate development, compliance, marketing, and strategic planning within
public and private financial markets, including junior mining, real estate
finance, mortgage, and insurance sectors.
She has developed and implemented comprehensive compliance policies and
procedures within Canadian regulated environments, including risk management
and anti-money laundering frameworks, and has led the rollout of these
programmes across teams to support regulatory adherence and operational
consistency.
Her experience includes responsibility for investor relations across multiple
sectors, including junior mining, real estate finance, and financial services,
where she has managed shareholder communications, supported capital raising
initiatives, and represented organisations in market-facing forums. She has
contributed to strengthening investor engagement and confidence through clear
communication and strategic positioning, while maintaining effective
relationships with stakeholders.
Donna-Belen has also contributed to the development and launch of new business
verticals and led marketing strategy to support growth and brand positioning.
She holds experience as a licensed Exempt Market Dealer.
Tracy Hughes, Independent Non-Executive Director (Resigned 1(st) April 2026)
Tracy Hughes 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.
Gender and Ethnic Diversity at Board Level
In accordance with the requirements of DTR7, 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 2025 1 out of 3 diversity targets
were met: 40% of the Board were women. The CFO is 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 2026.
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 2 66%
Women 2 40% 1 1 33%
Not specified/prefer not to say - - - - -
5 100% 3 3 100%
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.
Section 172 Statement
The Directors of Panther Metals PLC recognise their duty under Section 172 of
the Companies Act 2006 (Isle of Man) to promote the success of the Group for
the benefit of its members as a whole. In carrying out this duty, the Board
considers the long-term consequences of its decisions and the interests of a
wide range of stakeholders, including shareholders, employees, suppliers,
partners, local communities, and the environment. The following outlines how
these considerations have informed Board decision-making during the year.
Long-Term Decision-Making
The Board's strategic focus is on positioning Panther Metals PLC for
sustainable long-term growth, underpinned by disciplined capital allocation
and portfolio development. Each significant decision is assessed for its
potential to strengthen the Group's operational base and financial resilience.
During 2025, this included advancing our strategy and presence in Canada
through the formation of new partnerships, all with a view to establishing a
stable, cash-generative business over time and pursuing a dual listing.
Stakeholder Engagement
The Board recognises that strong relationships with stakeholders are vital to
sustainable success. The Company maintains open channels of communication with
shareholders and other interested parties through investor updates, meetings,
and digital engagement. Feedback received from these interactions informs
strategy and operational planning.
• Shareholders: The Board seeks to provide clear, consistent, and timely
information regarding the Group's activities, financial performance, and
outlook. Investor input plays an active role in shaping the Company's approach
to growth and capital management.
• Communities and Partners: In Canada the Group remains conscious of its
role within the local operating environment. The Board seeks to ensure that
its activities contribute positively to host communities through responsible
practices, local collaboration, and respect for local regulations.
Environmental Responsibility
The Board is committed to operating responsibly and to minimising the
environmental impact of its activities. As the Group advances its exploration
activities, environmental and regulatory considerations are integrated into
project planning and execution, reflecting our recognition of the global
transition toward more sustainable systems.
High Standards of Business Conduct
Integrity and transparency underpin all aspects of the Group's operations. The
Company maintains policies and controls designed to ensure compliance with
applicable laws and regulations, including a zero-tolerance stance on bribery
and corruption.
Risk Management and Resilience
The Board has established a structured risk management framework to identify,
assess, and mitigate key operational, financial, and strategic risks. This
framework supports sound decision-making, protects shareholder value, and
enhances the Group's resilience as it progresses through its development
phase.
Conclusion
The Directors remain committed to promoting the long-term success of the Group
through responsible
governance, transparent communication, and thoughtful engagement with all
stakeholders. Decisions are made with due regard to the wider economic,
environmental, and social impact of the Group's activities, ensuring that
Panther Metals PLC continues to build value on a sustainable and ethical
foundation.
By order of the Board
Nicholas O'Reilly
Executive Chairman
17 April 2026
QCA CODE 2023 PRINCIPLES
FOR THE YEAR ENDED 31 DECEMBER 2025
The Board is committed to maintaining high standards of corporate governance
and in this it is guided by the Quoted Companies Alliance's Corporate
Governance Code 2023 (the "QCA Code"). The QCA Code sets out ten principles
that are listed below together with a short explanation of how the Group
applies each of the principles and reasons for any non-compliance
Principle Panther's Application
Establish a purpose, strategy and business model Panther follows a medium to long-term corporate strategy, with the objective
of identifying and developing natural resource investments, with attractive
which promotes long-term value for shareholders risk weighted return profiles. The Group has embarked on early-stage
exploration projects (Obonga and Dotted Lake) with higher risk and larger
upside as well as more mature and conservative investments with near-term
cash flow potential (Winston Tailings Project). The Group seeks to grow its
business and make acquisitions and disposals to crystalise gains and enhance
shareholder value.
The details of the Company's strategy and the key challenges are set out in
the Strategic Report.
Promote a corporate culture that is based on ethical values and behaviours The Group aims to ensure an open and respectful dialogue with shareholders and
other interested parties for them to have the opportunity to express their
views and expectations for the Group. In this dialogue, the importance of
sound ethical values and behaviour is emphasised, both because it is important
if the Group is to successfully achieve its corporate objectives that this
culture is transmitted through the organisation, and also to set a benchmark
and send a signal how it will operate in the Isle of Man, UK and Canada.
This culture of transparency is supported by the Board and feeds through into
the Company's ethos, strategy and objectives across the business.
The Group has adopted an Anti-Corruption and Bribery Policy, Whistleblowing
Policy, HR and H&S Policies that dictate acceptable behaviour as well as
the Share Dealing Code for Directors and employees, required for the Main
Market listed companies and in accordance with the requirements of the UK
Market Abuse Regulations
The Group has a zero-tolerance approach to bribery and corruption and has an
Anti-Bribery Policy in place to protect the Group, its directors and those
third parties to which the business engages with. The Board are reminded of
their obligations regularly.
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 particularly 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.
Take into account wider stakeholder and social responsibilities and their Panther recognises its duties to stakeholders, whether at the Isle of Man
implications for long-term success. Parent Company or Canadian subsidiary level, and exploration and tailings
project level business partners, consultants and contractors as well as
suppliers, service providers and regulators.
Panther strives to be a responsible corporate citizen in the Isle of Man, UK
and Canada and has established a range of processes and systems to ensure
that there is ongoing two-way communication, control and feedback processes in
place to enable appropriate and timely responses to stakeholder needs
interests and expectations.
Details of the Company's stakeholders are considered under s172 disclosures on
page 57. The KPIs are set out on page 42 of the Strategic Report.
The Board is very aware of the significance of social, environmental and
ethical matters affecting the business of the Group. Our Environmental, Social
and Governance Commitments are set out on page 46.
Embed effective risk management, internal controls and assurance activities, The Board regularly reviews its business strategy and identifies and evaluates
considering both 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
opportunities and threats, throughout the organisation 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 Principal 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.
Establish and maintain the board as a well-functioning, balanced team led by The QCA Code requires that the boards of listed companies have an appropriate
the chair balance between executive and non-executive directors. The QCA Code further
states that at least two of the non-executive directors should be independent.
As a result, the Board currently comprises of five Directors with a 3:2
balance of Executive Directors and Non- Executive Directors. Simon Rothchild
and Tracy Hughes (Donna-Belen Humphreys post 1 April 2026) are both
Independent Directors on the Board.
The Board, led by the Chair, has the necessary skills and knowledge to
discharge their duties and responsibilities effectively. The Board is
responsible for formulating, reviewing and approving the Group's strategy,
financial activities and operational performance. Day to day management is
delegated to the Executive Directors, responsible for consulting the Board on
all significant financial and operational matters.
The Board approves project budgets and amendments to it, issues of shares or
other securities and all significant acquisitions and disposals.
The Board meets as regularly as necessary, typically monthly. The attendance
of the Board and Committee meetings are set out in on page 23 of the Annual
Report.
The Board is supported by the Remuneration, Audit and Nominee Committees,
details of which are set out on page 68
The Company recognises that under the 2023 QCA Code all directors are to stand
for re-election at each AGM. This is carried out routinely at each AGM.
The Board consists of five Directors: three Executive and two Non-Executives
and the Group believes that there is a strong balance of resource sector,
technical, financial, accounting, legal and public markets skills.
The profiles of the Board of Directors are included on page 54 of the Annual
Report.
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 has issued share options to non-executive directors. It is
considered that the level of the awards are not sufficiently material to have
an effect on the independence of the non-executive directors.
Maintain appropriate governance structures and The Group's governance structure, including matters reserved for the Board, is
set out on pages 23 to 24 of the Annual Report.
ensure that individually and collectively the directors have the necessary
up-to-date experience, skills and capabilities
Whilst the Board has not undertaken collectively any formal training, this is
something that will be considered as the business grows and the Board is
further established. Tracy Hughes has undertaken formal Non-Executive Director
training.
The Directors have a wide knowledge of the business and requirements of
Directors' fiduciary duties. The Directors receive briefings and updates from
the Group's advisors (legal, auditors, and broker) on developments and
initiatives as they deem appropriate.
The Group's auditors brief the Audit Committee on accounting and regulatory
developments, impacting the Group.
Individual Directors may engage external advisors at the expense of the Group
upon approval by the Board in appropriate circumstances.
Evaluate board performance based on clear and 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
relevant objectives, seeking continuous improvement strategic objectives.
However, given the size and nature of the Group, the Board does not currently
have a formal performance evaluation procedure in place but intends to
implement a process in 2026 with effect from 2027.
Establish a remuneration policy which is supportive of long-term value Details of the Executive's Remuneration is set out in the Directors Report on
creation and the company's purpose, strategy and culture. page 68 As the business develops consideration will be given to putting the
Remuneration Report to a separate shareholder advisory vote at the AGM
Communicate how the company is governed and is The Board recognises that it is accountable to shareholders for the
performance and activities of the Group and Group and, to this end, is
performing by maintaining a dialogue with committed to providing effective communication with the shareholders of the
Group.
shareholders and other key stakeholder
The Group's financial and operational performance are summarised in the Annual
Report and the Interim Report, with regular updates on significant matters are
disseminated to the shareholders via Stock Exchange announcements. The Group's
stakeholders are kept up to date through descriptions of projects, press
comments, broker notes, video updates and various presentations published on
the Group's website.
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their report together with the audited financial
statements for the year ended
31 December 2025.
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 (1 January 2025 to date)
Darren Hazelwood (1 January 2025 to date)
Nicholas O'Reilly (1 January 2025 to date)
Tracy Hughes (1 January 2025 to 1 April 2026)
Katherine O'Reilly (1 January 2025 to date)
Donna-Belen Humphreys (1 April 2026 to date)
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 20.
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
2026:
Number of Ordinary Shares % of Share Capital
Ian and Katy Bagnall 730,000 8.4%
Adrian Crucefix 620,000 7.1%
Richard and Charlotte Edwards 508,052 5.9%
Darren and Kerry Hazelwood 431,529 5.0%
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 (2024: £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 following transactions in the year ended 31 December 2025 have given rise
to funding inflows
· On 20 January 2025, the Company announced the completion of a
conditional placing of 910,000 ordinary shares of no par value (the "Placing
Shares") at a price of 50 pence per Placing Share (the "Placing Price") in a
placing (the "Placing"), raising gross proceeds of £455,000. Each Placing
Share was issued with one warrant attached entitling the holder to subscribe
for one new ordinary share at a price of 75 pence (the "Warrants"). The
Warrants have a life of 36 months from the date of Admission on 28 February
2025. The shares were admitted on 28 February 2025.
· On 28 October 2025 the Company announced that it has raised gross
proceeds of £600,000 (before expenses) via an allotment to Darren Hazelwood
of 1,000,000 new ordinary shares of no par value each in the capital of the
Company at a price of 60 pence per ordinary share. The shares were admitted on
31 October 2025.
· On 30 October 2025 the Company announced that it had raised gross
proceeds of approximately £55,570 pursuant to a WRAP Retail Offer, alongside
the October 2025 placing. The Company issued a total of 92,616 new Ordinary
Shares at a price of 60 pence per ordinary share.
· On 24 June 2025, the Company announced it had received notice of
exercise of a total of 106,666 warrants with an exercise price of 75p per
share, raising £80,000 for the Company. The Company made applications for
106,666 new Ordinary Shares to be admitted to listing and Admission took place
on 30 June 2025.
· On 30 June 2025, the Company announced that Executive Chairman,
Nicholas O'Reilly, and Chief Executive Officer, Darren Hazelwood, have
undertaken a direct share subscription with the Company for a total of
£132,000 at the market mid-price of 69p. Mr Hazelwood subscribed for a
total of 155,072 new shares for a consideration of £107,000.00, taking his
and Mrs Hazelwood's total holding to 7.32% of the issued share capital in the
Company. Mr O'Reilly subscribed for a total of 36,232 new shares for a
consideration of £25,000.00, taking his total holding to 113,305 Ordinary
Shares equivalent to 1.92% of the issued share capital in the Company. The
total number of Ordinary Shares in issue following Admission was 5,891,370.
As at the year-end date the Group had total cash reserves of £71,085 (2024:
£17,536).
On 9 February 2026 the Company announced that it has raised gross proceeds of
£1,190,000 (before expenses) through a placing of 1,700,000 ordinary shares
of no par value at a price of 70 pence (the "Placing Price"). The Placing,
which received substantial backing from new and existing institutional
investors and existing shareholders of the Company, was significantly
oversubscribed and subject to scale back. The shares were admitted on 16
February 2026.
The Directors are aware of the reliance on fundraising within the next 12
months and therefore consider that a material uncertainty exists as to the
Company's ability to continue as a going concern. 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. However the Company may need to obtain further funding over the
12 months following the date of approval of the financial statements. The
auditors have made reference to this material uncertainty in their audit
report on page 76.
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
On 13 February 2026 the Company announced that the board approved the
appointment of PKF Littlejohn LLP as the Company's external auditors for the
financial year ending 31 December 2025. Given PKF are registered with the
Canadian Public Accountability Board, the board approved their appointment as
the most suitable candidate given the Company's current plans for a dual
listing in Canada.
PKF's appointment as external auditor will be subject to approval by the
Company's shareholders at the Company's 2026 annual general meeting. The
Company's existing auditors, Keelings Limited, ceased to hold office with
immediate effect.
By order of the Board
Darren Hazelwood
Chief Executive Officer
17 April 2026
DIRECTORS' REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement of Directors' 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:
· Select suitable accounting policies and then apply them
consistently;
· Make judgements and estimates that are reasonable, relevant,
reliable and prudent;
· State whether the financial statements have been prepared in
accordance with UK-adopted international accounting standards; and
· Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group and company will continue
in business
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. Legislation in the Isle of Man governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions. 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.
The maintenance and integrity of the Panther Metals PLC website is the
responsibility of the Directors. The Directors' responsibility also extends to
the ongoing integrity of the financial statements contained therein. 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.
Responsibility statement
We confirm that, to the best of our knowledge:
· the financial statements, prepared in accordance with UK-IAS,
give a true and fair view of the assets, liabilities, financial position and
profit or loss of the company and the undertakings included in the
consolidation taken as a whole; and
· the Annual report and financial statements includes a fair review
of the development and performance of the business and the position of the
company and the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that they
face.
By order of the Board,
Darren Hazelwood
Chief Executive Officer,
17 April 2026
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 comprised Tracy Hughes as Chairman
(previously Nicholas O'Reilly), Katherine O'Reilly and Simon Rothschild during
the year ended 31 December 2025 and Donna-Belen Humphreys as Chair from 1
April 2026, will meet at least once a year.
Major Decisions on Directors' Remuneration during the Financial Year -y/e 31
December 2025
On 26 November 2025 the Company announced the appointment of Katherine
O'Reilly as Chief Financial Officer of the Company. Katherine previously held
a Non-Executive Director position.
Major Decisions on Directors' Remuneration after the Financial Year- y/e 31
December 2025
On 31 March 2026 Katherine O'Reilly was invited to participate in the Growth
Reward Scheme on the same basis as Darren Hazelwood and Nicholas O'Reilly.
There were no other major decisions on Directors' Remuneration taken after the
year ended 31 December 2025.
Director Incentivisation Structures
Share Option Plan
The Company established a Share Options Plan which was approved by the Board
in May 2018, as amended on January 8, 2026, and is designed for selected
employees, officers, directors, consultants and contractors, to incentivise
such individuals to contribute toward the Company's long-term goals, and to
encourage such individuals to acquire Shares as long-term investments. The
Share Option Plan is administered by the Board. Currently a total of 252,000
Options have been granted and are outstanding under the Share Option Plan to
current Directors, executives and to certain consultants. All of these options
have an exercise price between £1.50 and £3.75 per Ordinary Share.
Eligibility
All executive Directors and employees of the Company and any of its
subsidiaries are eligible to participate in the Share Option Plan. A
non-employee sub-plan under the Share Option Plan permits option grants to
individuals who provide advisory or consultancy services to the Company and to
Non-Executive Directors. The Remuneration Committee selects the individuals to
whom options are to be granted from time to time.
Grant of options
Options may be granted during any period of 42 days immediately following a
closed period or during any other period in which the Remuneration Committee
has decided to grant options due to exceptional circumstances which justify
such a decision.
Exercise price and adjustments to options
The exercise price per Ordinary Share will be the amount specified by the
Remuneration Committee. If the Ordinary Shares are newly issued the exercise
price may not be less than the nominal value of an Ordinary Share. In the
event of any variation in the share capital of the Company the exercise price
and/or the number of Ordinary Shares comprised in each option may be adjusted
as the Remuneration Committee determines. No adjustment may be made which will
reduce the exercise price below the nominal value of an Ordinary Share.
Rights and restrictions
An option granted under the Share Option Plan is not transferable. The option
certificate will specify when the option will lapse and such date may not be
later than the tenth anniversary of its date of grant.
Save as otherwise set out in the option certificate, if the participant ceases
to be employed by the Company, his option may be exercised within 12 months
after such cessation or transfer. In the event of the death of a participant,
the personal representatives of a participant may exercise his option within
12 months after the date of death. The extent to which an option may be
exercised in these circumstances will be determined by reference to any
exercise conditions and time vesting provisions set out in the option
certificate unless the Remuneration Committee decides otherwise and is
satisfied that any waiver of such provisions does not constitute a reward for
failure.
Growth Reward Scheme
The Company operates a Growth Reward Scheme in which Darren Hazelwood and
Nicholas O'Reilly, are entitled to participate from November 1, 2024 and
Katherine O'Reilly is entitled to participate from 31 March 2026. The Growth
Reward Scheme is a mix of share option awards at an exercise price of £1.375
per Ordinary Share and cash bonuses dependent on achieving market
capitalisation milestones over a vesting period of 3 years. No awards have yet
vested under the Growth Reward Scheme. Options lapse 10 years after the grant
date.
In October 2024 the Board approved the creation of the Company's Long Term
Incentive Plan ("LTIP") with Company Share Option Plan ("CSOP"). Any share
options that are due under the Growth Reward Scheme will be awarded under the
Share Option Plan, the LTIP and/or the CSOP. The following awards have been
made under the Growth Reward Scheme to each of Darren Hazelwood (November
2024) , Nicholas O'Reilly (November 2024) and Katherine O'Reilly (March 2026):
Market Capitalisation (£M) Number of £1.375 Options Cash Bonus (£M)
30 80,000 -
50 80,000 -
100 160,000 1
150 80,000 -
250 160,000 2
400 80,000 -
500 160,000 10
650 80,000 -
800 80,000 -
1,000 160,000 25
Total 1,120,000 38
The valuation methodology applied in relation to the Growth Reward Scheme and
the accounting treatment adopted is set out in note 19 to the Group Financial
Statements on page 104.
Remuneration Policy
The Directors' Remuneration Policy, which is set out on pages 70 to 71 of this
report, was submitted to shareholders for approval at the 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
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.
Save for the Growth Reward Scheme, the Company does not currently have bonus
schemes in place for any of the Directors.
The Company's share options plans are summarised on pages 68 and 69 and
comprise
· The Share Option Plan which was approved by the Board in May
2018, as amended on January 8, 2026
· The Company's Long Term Incentive Plan ("LTIP") with Company
Share Option Plan ("CSOP") approved by the board in October 2024.
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 agreements are 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. On 1 November
2024 Darren Hazelwood and Nicholas O'Reilly entered into new service
agreements. Nicholas O'Reilly became Executive Chairman from this date. On 25
November 2025 Katherine O'Reilly was appointed CFO of the Company. An
executive service agreement for K O'Reilly was put in place on 31 March 2026
which also entitled K O'Reilly to become a member of the Company's Growth
Reward Scheme on the same terms as D Hazelwood and N O'Reilly.
Details of the terms of the agreement for each executive director are set out
below:
Date of current service agreement Length of Service from Notice period by Company (months) Notice period by director (months)
Name
D Hazelwood 1 November 2024 6 January 2020 6 months 6 months
N O'Reilly 1 November 2024 6 January 2020 6 months 6 months
K O'Reilly 31 March 2026 1 November 2023 6 months 6 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 4 December 2018 7 3 months 3 months
D Humphreys 1 April 2026 1 3 months 3 months
T Hughes resigned on 1 April 2026. The Company confirms that Tracy
Hughes will receive a payment in lieu of her notice period in accordance with
the terms of her engagement. She will retain her existing options over
ordinary shares of no par value each in the Company, which will continue to
vest in accordance with the terms of their grant.
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) 2025 and 2024
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 2025:
Salaries Salaries
£ 2025 £ 2024
Total Total
Executive Directors
D Hazelwood 110,000 104,167
N O'Reilly 40,000 36,667
K O'Reilly 12,000 -
Total Executive 162,000 140,834
Non- Executive Directors
S Rothschild 12,000 12,000
K O'Reilly - 12,000
T Hughes 12,000 12,000
Total Non- Executive 24,000 36,000
Total Directors 186,000 176,834
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 2025 Held at 31 December 2024
Ordinary Shares Ordinary Shares
No No
D Hazelwood 431,529 255,389
S Rothschild 31,426 24,000
N O'Reilly 113,305 83,737
On 30 June 2025 the Company announced that Executive Chairman, Nicholas
O'Reilly, and Chief Executive Officer, Darren Hazelwood, had undertaken a
direct share subscription with the Company for a total of £132,000 at the
market mid-price of 69p. Mr Hazelwood subscribed for a total of 155,072
new shares for a consideration of £107,000. Mr O'Reilly subscribed for a
total of 36,232 new shares for a consideration of £25,000,.
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
2025 2024
Management Options (August 2021)
D Hazelwood 50,000 50,000
N O'Reilly 50,000 50,000
S Rothschild 10,000 10,000
K O'Reilly 4,000 4,000
Options held by former directors 70,000 70,000
184,000 184,000
Management Options (November 2023)
K O'Reilly 24,000 24,000
T Hughes (resigned 1 April 2026) 24,000 24,000
48,000 48,000
Growth Reward Scheme (November 2024)
D Hazelwood 1,120,000 1,120,000
N O'Reilly 1,120,000 1,120,000
2,240,000 2,240,000
On 20 August 2021, the Company announced the grant of 4,600,000 (184,000 post
consolidation) 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 £3.75 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 £7.50 per share over any period of 120 trading days
during the life of the options. K Sener, M Smith and K Asling retained their
options post resignation.
On 1 November 2023, the Company announced the grant of 1,200,000 (48,000 post
consolidation) options to new directors T Hughes and K O'Reilly. All the
options have a 5-year term from the date of grant and an exercise price of
£1.50 per share. K O'Reilly is also in receipt of 100,000 (4,000 post
consolidation) options relating to the August 2021 grant. T Hughes retained
her options post resignation.
Details on the Growth Reward Scheme can be found on page 69 of the Directors'
Report and on page 105 of the Financial Statements.
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- converted so like for like post consolidation)
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:
2021 2022 2023 2024 2025
D Hazelwood
£ £ £ £ £
CEO Single Figure of Remuneration 77,585 75,000 75,000 104,167 110,000
Annual Bonus nil nil nil nil nil
Share Based payments vesting (% of maximum) N/A N/A 0% 0% 0%
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 2025:
Distributions to shareholders Total Operational
director pay cash outflows
£ £ £
Year ended 31 December 2025
nil 186,000 1,148,786
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.
Katherine O'Reilly
Chief Financial Officer
17 April 2026
INDEPENDENT AUDITORS REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2025
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANTHER METALS PLC
Opinion
We have audited the group financial statements of Panther Metals Plc (the
'group') for the year ended 31 December 2025 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated Statement of Financial
Position, the Consolidated Statement of Cash Flows, the Consolidated Statement
of Changes in Equity, and notes to the financial statements, including
significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK-adopted
international accounting standards.
In our opinion, the group financial statements:
· give a true and fair view of the state of the group's affairs as
at 31 December 2025 and of its loss 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 Isle of
Man Companies Act 2006.
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 Auditor's 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 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, which indicates
that the group is reliant on seeking funds from the market within the next 12
months in order to meet investment and exploration plans. As stated in note
1.2, these events or conditions, along with the other matters as set forth in
note 1.2, indicate that a material uncertainty exists that may cast
significant doubt on the group's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the group's ability to continue to adopt the going concern basis
of accounting included the following:
· Obtaining and reviewing the group cash flow forecast which has
been prepared by the directors until December 2027;
· Challenging and corroborating the key assumptions included in the
cash flow forecast and agreeing the key inputs to supporting documentation as
well as assessing reasonableness based on information obtained during the
course of the audit;
· Considering the impact of key events in the year and post-year
end;
· Assessing accuracy and completeness of forecasting through
comparison of prior year forecast to actual results, and through comparison of
forecast financial information to 2026 year to date information; and
· Reviewing and considering the adequacy of the disclosure within
the financial statements relating to the directors' assessment of the going
concern basis of preparation.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
Materiality for the group financial statements as a whole was set at £45,000,
using a benchmark of 2% of net assets. Our procedures on individual classes of
transactions, account balances and disclosures were performed to a lower
threshold, performance materiality, so as to reduce the probability that the
aggregate of uncorrected and undetected misstatements exceeds materiality for
the financial statement as a whole to an appropriately low level. Performance
materiality was set at £31,000, being 70% of materiality for the group
financial statements as a whole.
The components in scope were audited to a performance materiality ranging
between £18,000 and £27,000. These component performance materiality
thresholds were set to reduce the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality for the group
financial statements as a whole to an appropriately low level. We applied the
concept of materiality both in planning and performing our audit, and in
evaluating the impact of misstatements.
We agreed to report to the audit committee any corrected or uncorrected
identified misstatements exceeding £2,000, in addition to other identified
misstatements that warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit approach, we determined materiality and assessed the
risk of material misstatement in the financial statements. In particular, we
assessed the areas which required the directors and management to make
subjective judgements, for example in respect of significant accounting
judgements and estimates including the valuation of the exploration and
evaluation assets and accounting treatment of share-based payments. We also
addressed the risk of management override of controls, including among other
matters consideration of whether there was evidence of bias that represented a
risk of material misstatement due to fraud.
Two components were in scope of performance of audit procedures: the parent
company, Panther Metals Plc, and Panther Metals Canada Ltd., which holds the
exploration and evaluation assets. Both components were subject to a full
scope audit and were audited by the group audit team.
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) we identified, including 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. In addition to the matter
described in the Material uncertainty related to going concern section we
have determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter How our scope addressed this matter
Valuation and impairment of exploration and evaluation assets (notes 2 and 8)
The group holds exploration rights in relation to its mineral exploration Our work in this area included the following:
interests (Obonga, Winston and Dotted Lake Project) in Canada. These rights
are held either directly or indirectly through various agreements with third · Reviewing and substantively testing a sample of costs capitalised
parties and activities are conducted by the group's wholly owned subsidiary, during the year to ensure they met the criteria for capitalisation in
Panther Metals Canada Ltd. accordance with IFRS 6 and the group's accounting policy;
· Reviewing and challenging management's assessment of impairment
in accordance with the requirements of IFRS 6, considering whether there are
As at the year-end, the group held significant intangible assets in respect of any indicators of impairment for each of the projects;
its capitalised exploration costs amounting to £2.4 million.
· Holding discussions with management to understand the status of
each project and future plans, as well as reviewing publicly available
information in this regard;
There is a risk that the exploration and evaluation intangible assets are
impaired and that the capitalised costs do not meet the requirements of IFRS 6 · Verifying the validity of permits and individual claims and
Exploration and Evaluation of Mineral Resources. ensuring compliance with terms and conditions attached; and
· Ensuring that disclosures within the financial statements are
accurate and that all estimates and judgements made by management are included
Given the early stage of development of the exploration projects, management therein in accordance with IFRS 6.
is required to exercise significant judgement in assessing the recoverability
of these assets.
Key observations
As a result of the level of judgement and estimation required, we consider Based on the work performed, we consider management's judgement that there is
this to be a key audit matter. no impairment of the exploration and evaluation assets to be reasonable.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the group 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.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities, the
directors are responsible for the preparation of the group financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group financial statements, the directors are responsible for
assessing the group'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 group or to
cease operations, or have no realistic alternative but to do so.
Auditor's 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 an auditor's report 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 the sector in which
it operates to identify laws and regulations that could reasonably be expected
to have a direct effect on the financial statements. We obtained our
understanding in this regard through holding discussions with management,
appointing a team with relevant expertise, and reviewing correspondences
received from local legal advisers;
· We determined the principal laws and regulations relevant to the
group in this regard to be those arising from the Isle of Man Companies Act
2006; local laws and tax legislation in the relevant locations (Canada and the
UK); employment law; anti-bribery and money laundering regulations; Disclosure
Guidance and Transparency Rules; and relevant environmental and health and
safety legislation in the relevant locations having exploration activities.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
with those laws and regulations. These procedures included, but were not
limited to:
o Enquiring of management regarding instances of actual or suspected
non-compliance;
o Reviewing legal and professional fees to understand the nature of the
costs and the existence of any non-compliance with laws and regulations; and
o Reviewing minutes of meetings of those charged with governance and
Regulatory News Service announcements.
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that the potential for management bias was identified in relation
to valuation of the evaluation and exploration assets as described in the Key
Audit Matters section above.
· 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; evaluating the business rationale
of any significant transactions that are unusual or outside the normal course
of business; and reviewing bank statements during the period to identify any
large and unusual transactions where the business rationale is not clear.
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 of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with our engagement letter dated 19 February 2026. 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 an auditor's report 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.
Imogen Massey (Engagement Partner)
30 Churchill Place
For and on behalf of PKF Littlejohn
LLP
London
Registered
Auditor
E14 5RE
17 April 2026
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Notes Year ended Year ended
31 December 31 December
2025 2024
(Restated)
£ £
Revenue - -
Cost of sales - -
Gross profit - -
Administrative expenses (747,549) (662,161)
Share-based payment charge 19 (95,194) (55,226)
Loss on termination of exploration projects and disposal of exploration 8 (125,957) (180,462)
equipment
(365,738) (658,685)
Realised and unrealised gains/losses on financial assets held at fair value 9
through profit and loss
- (392,504)
Loss on disposal of assets held for sale 10
Operating loss (1,334,438) (1,949,038)
Finance costs 14 (8,625) (5,848)
, ,
Loss before taxation (1,343,063) (1,954,885)
Taxation 6 - -
Loss for the year (1,343,063) (1,954,885)
Other comprehensive loss relating to unrealised foreign currency gain/(loss) (67,370) (129,916)
on translation of foreign operations
Total comprehensive loss for the year (1,410,433) (2,084,801)
Loss for the year attributable to:
Continuing operations (1,410,433) (2,084,801)
Discontinued operations - -
(1,410,433) (2,084,801)
Loss for the year attributable to:
Equity holders of the Company (1,410,433) (2,084,801)
Non-controlling interest - -
Earnings per share attributable to owners of the Company
Basic loss per share (pence) 7 (24.85)p (53.24)p
Diluted loss per share (pence) 7 (24.85)p (53.24)p
The notes on pages 85 to 109 form an integral part of these financial
statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
As at As at
31 December 31 December
Notes 2025 2024
£ £
(Restated)
Non-current assets
Exploration and evaluation assets 8 2,405,435 2,281,726
Total non-current assets 2,405,435 2,281,726
Current assets
Financial Assets at Fair Value Through Profit and Loss - 631,270
9
Receivables 11 151,026 104,795
Cash at bank and in hand 12 71,085 17,536
Total current assets 222,111 753,601
Total assets 2,627,546 3,035,327
Current liabilities
Trade and other payables 13 (392,862) (613,916)
Loan Notes 14 - (172,500)
Total Current Liabilities (392,862) (786,416)
Net current liabilities (170,751) (32,815)
Non-current liabilities
Provision for deferred consideration 15 - (137,715)
Total liabilities (392,862) (924,131)
Net assets 2,234,684 2,111,196
Capital and reserves
Called up share capital 17 8,353,218 6,914,491
Share-based payment reserve 16 287,505 469,975
Foreign Exchange reserve 16 (211,644) (144,274)
Retained losses (6,194,395) (5,128,996)
Total equity 2,234,684 2,111,196
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 17 April 2026. They were signed on its behalf by:
Darren Hazelwood
Chief Executive Officer
The notes on pages 85 to 109 form an integral part of these financial
statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended Year ended
31 December 31 December
Notes 2025 2024
£ £
(Restated)
Cash flows from operating activities
Operating Loss (1,334,438) (1,949,038)
Adjusted for:
Share-based payment charge 19 95,194 55,226
Loss on termination of exploration projects and assets 8 125,957 180,462
Realised and unrealised gains/losses on financial assets held at fair value 9 365,738 658,685
through profit and loss
Realised and unrealised gains/losses on investments held for sale 10 - 392,504
Bitcoin Treasury gains (2,749) -
Foreign exchange (3,090) (18,099)
(Increase) in receivables (46,231) (46,516)
(Decrease)/ Increase in payables (349,166) 465,083
Net cash used in operating activities (1,148,785) (261,691)
Investing activities
Proceeds from the sale of financial assets held at fair value through profit 9 266,879 320,932
and loss
Proceeds from the sale of held for sale investments 10 - 249,616
Cash spent on exploration activities 8 (336,915) (702,591)
Net cash used in investing activities (70,036) (132,043)
Financing activities
Grant received from Ontario Junior Exploration Programme 8 30,985 -
Proceeds from issuing shares (net of issue costs) 17 1,161,385 345,150
Proceeds from exercise of warrants 17 80,000 -
Net cash generated from financing activities 1,272,370 345,150
Net increase/ (decrease) in cash and cash equivalents 53,549 (48,584)
Cash and cash equivalents at beginning of year 17,536 66,120
Cash and cash equivalents at end of year 71,085 17,536
The notes on pages 85 to 109 form an integral part of these financial
statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share Share Total Equity attributable to the owners of the Company
capital based payment reserve £
£ £ Retained
losses
Note FX reserve £
£
Balance at 1 January 2024 6,330,665 591,097 - (3,364,817) 3,556,945
Prior year restatement 17 - - (14,358) 14,358 -
Balance at 1 January 2024 (restated) 6,330,665 591,097 (3,350,459) 3,556,945
(14,358)
Loss for the year (restated) - - - (1,954,885) (1,954,885)
Unrealised foreign exchange losses from retranslation of foreign operations 17 - - - (129,916)
(restated)
(129,916)
Total comprehensive loss for the year (restated) - - (129,916) (1,954,885) (2,084,801)
Equity Transactions with owners
Issue of equity via placing 17 375,000 - - - 375,000
Share issue costs (restated) 17 (29,850) - - - (29,850)
Conversion of convertible loan notes 17 238,676 - - - 238,676
Options issued (restated) 19 - 55,226 - 55,226
Warrants forfeited 19 - (176,348) 176,348 -
Total transactions with owners (restated) 583,826 (121,122) - 176,348 639,052
Balance at 31 December 2024 (restated) 6,914,491 469,975 (144,274) (5,128,996) 2,111,196
Loss for the year - - - (1,343,063) (1,343,063)
Unrealised foreign exchange losses on retranslation of foreign operations - - - (67,370)
(67,370)
Total comprehensive loss for the year - - (1,343,063) (1,410,433)
(67,370)
Equity Transactions with owners
Issues of equity via placing 17 1,110,570 - - - 1,110,570
Share issue costs 17 (81,184) - - - (81,184)
Conversion of convertible loan notes 17 181,125 - - - 181,125
Issue of equity to option holder 17 16,216 - - - 16,216
Director subscriptions 17 132,000 - - - 132,000
Exercise of warrants 17 80,000 - - - 80,000
Options issued 19 - 95,194 - - 95,194
Warrants forfeited 19 - (277,664) - 277,664 -
Total transactions with owners 1,438,727 (182,470) 277,664 1,533,921
-
Balance at 31 December 2025 8,353,218 287,505 (211,644) (6,194,395) 2,234,684
The notes on pages 85 to 109 form an integral part of these financial
statements. Note 16 describes each reserve included above.
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 consolidated financial statements are presented in
pounds sterling and are rounded to the nearest pound.
The financial statements have been prepared on the historical cost basis
except for certain financial instruments, which are carried as described in
the respective sections in the policies below. The principal accounting
policies that have been adopted by the Group 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 equity of £1,110,570, converted warrants of
£80,000 and received director subscriptions of £132,000 in the year ended 31
December 2025. 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 £71,085 (2024: £17,536).
On 9 February 2026 the Company announced that it has raised gross proceeds of
£1,190,000 (before expenses) through a placing of 1,700,000 ordinary shares
of no par value at a price of 70 pence (the "Placing Price"). The Placing,
which received substantial backing from new and existing institutional
investors and existing shareholders of the Company, was significantly
oversubscribed and subject to scale back. The shares were admitted on 16
February 2026.
The Directors are aware of the reliance on fundraising within the next 12
months and therefore consider that a material uncertainty exists as to the
Company's ability to continue as a going concern. 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. However the Company may need to obtain further funding over the
12 months following the date of approval of the financial statements.
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
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in profit or
loss.
The results and financial position of Group entities that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
⦁ assets and liabilities for each statement of financial
position presented are translated at the closing rate at the date of that
statement of financial position;
⦁ income and expenses in profit or loss are translated
at average exchange rates; and
⦁ all resulting exchange differences are recognised in
other comprehensive income.
On consolidation, exchange differences arising from the translation of the net
investment in foreign entities, and of monetary items receivable from foreign
subsidiaries for which settlement is neither planned nor likely to occur in
the foreseeable future are taken to other comprehensive income. When a foreign
operation is sold, exchange differences that were recorded in equity are
recognised in profit or loss as part of the gain or loss on sale.
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 as intangible assets on a project-by-project basis
once the legal rights to explore have been obtained, pending determination of
the feasibility of the project. Costs incurred include appropriate technical
and administrative expenses, but not general overheads.
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 and are capitalised within exploration and evaluation
assets.
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.
Once technical feasibility and commercial viability is established which
depends on the type of project but would usually be at the time of a
discovery, the related expenditures will be transferred to mining assets and
amortised over the estimated life of the reserve on a unit of production
basis. Where a licence is relinquished or a project abandoned, the related
costs are written off to profit or loss. 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.
Any grant funding received in relation to exploration expenditure is accounted
for in accordance with IAS 20 Accounting for Government Grants and Disclosure
of Government Assistance.
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. Key indicators are as follows:
· Carrying Amount Exceeds Recoverable Amount
· Technical Feasibility and Commercial Viability: changes in the
technical feasibility or commercial viability of extracting the mineral
resources.
· Market Conditions: Significant negative changes in market
conditions, such as a decline in commodity prices or changes in demand for the
resources being explored.
· Regulatory Changes: Changes in regulations or legal requirements
that affect the ability to explore or extract resources
· Operational Performance: Evidence of poor operational performance
or significant losses related to the exploration and evaluation activities..
If any indication 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. Bitcoin Treasury Asset
During the year ended 31 December 2025, the Company acquired and sold £80,000
of Bitcoin Treasury which it accounted for in accordance with IAS 38
Intangible Assets. The gain on disposal was £2,349. The Company has no
immediate intention to buy Bitcoin.
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. Financial Instruments
The Group classifies its financial assets into one of the categories discussed
below, depending on the purpose for which the asset was acquired.
Fair Value through Profit or Loss (FVTPL)
The Group held a number of strategic investments in listed entities, which are
not accounted for as subsidiaries, associates or jointly controlled entities.
They are carried in the Statement of Financial Position at fair value with
changes in fair value recognised in the profit or loss in the period in which
they arise.
Amortised Cost
These assets comprise the types of financial assets where the objective is to
hold these assets in order to collect contractual cash flows and the
contractual cash flows are solely payments of principal and interest. They are
initially recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently carried at
amortised cost, using the effective interest rate method, less provision for
impairment. Impairment provisions for current and non-current trade
receivables are recognised, based on the simplified approach within IFRS 9,
using a provision matrix in the determination of the lifetime expected credit
losses. During this process, the probability of the non-payment of the trade
receivables is assessed. This probability is then multiplied by the amount of
the expected loss, arising from default to determine the lifetime expected
credit loss for the trade receivables. For the receivables, which are reported
net, such provisions are recorded in a separate provision account, with the
loss being recognised in the Consolidated Statement of Comprehensive Income.
On confirmation that the receivable will not be collectable, the gross
carrying value of the asset is written off against the associated provision.
Impairment provisions, for receivables from related parties and loans to
related parties, are recognised based on a forward-looking expected credit
loss model. The methodology, used to determine the amount of the provision, is
based on whether there has been a significant increase in credit risk, since
initial recognition of the financial asset. For those, where the credit risk
has not increased significantly, since initial recognition of the financial
asset, twelve month expected credit losses, along with gross interest income,
are recognised. For those for which credit risk has increased significantly,
lifetime expected credit losses along with the gross interest income are
recognised. For those that are determined to be credit impaired, lifetime
expected credit losses, along with interest income on a net basis, are
recognised.
The Group's financial assets, measured at amortised cost, comprise trade and
other receivables and cash and cash equivalents in the Consolidated Statement
of Financial Position. Cash and cash equivalents are deposits held at call
with banks.
Financial Liabilities
The Group's financial liabilities are Trade payables and other short-term
monetary liabilities, which are initially recognised at fair value and
subsequently carried at amortised cost, using the effective interest method.
1.11. Fair Value Measurement of Financial Instruments
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place
either:
• In the principal market for the asset or liability; or
• In the absence of a principal market, in the most advantageous market for
the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured, using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest. A fair
value measurement of a non-financial asset takes into account a market
participant's ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would
use the asset in its highest and best use. The Group uses valuation techniques
that are appropriate in the circumstances and, for which sufficient data are
available to measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs. All assets and
liabilities, for which fair value is measured or disclosed in the Financial
Statements, are categorised within the fair value hierarchy, described as
follows, based on the lowest level input that is significant to the fair value
measurement as a whole:
• Level 1: Quoted (unadjusted) market prices in active markets for
identical assets or liabilities;
• Level 2: Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly
observable; and
• Level 3: Valuation techniques for which the lowest level input that is
significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the Financial Statements on
a recurring basis, the Group determines whether transfers have occurred
between levels in the hierarchy by re-assessing categorisation (based on the
lowest level input that is significant to the fair value measurement as a
whole) at the end of each reporting period. For the purpose of fair value
disclosures, the Group has determined classes of assets and liabilities on the
basis of the nature, characteristics and risks of the asset or liability and
the level of the fair value hierarchy as explained above.
1.12. 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.
1.13. 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
based on the cost of the service (direct method) . The value of the employee
services received is expensed in the Income Statement and its value is
determined indirectly 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 fair value of the management and Obonga share options 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 fair value of the share options granted
under the Growth Reward Scheme are determined using a Monte Carlo
probability distribution model due to the market conditions which exist for
the vesting of any options granted. The share-based payments reserve is used
to recognise the value of equity-settled share-based payments, see note 19 for
further details.
1.14. New IFRS standards and interpretations
There has been no material impact from the adoption of new standards,
amendments to standards or interpretations which are relevant to the Group.
1.15. New accounting standards, amendments and interpretations that
are issued but not yet effective
Certain new standards, amendments and interpretations to existing standards
have been published that are mandatory for the following accounting periods
and which the Group has chosen not to adopt early.
The following amendments are effective for the annual reporting period
beginning 1 January 2026 to include annual improvements to IFRS standards-
Volume 11:
· Amendments to the Classification and Measurement of Financial
Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7)
· Annual Improvements to IFRS Accounting Standards - Volume 11
The amendments are not expected to have a material impact on the Group's
financial statements, as they primarily clarify existing requirements and do
not introduce new accounting principles.
The following amendments are effective for the annual reporting period
beginning 1 January 2027:
· IFRS 18 Presentation and Disclosure in Financial Statements
The Group is currently assessing the impact of these new accounting standards
and amendments. Apart from IFRS 18 the Group does not expect any other
standards issued by the IASB, but are yet to be effective, to have a material
impact on the Group.
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.
Determination of the Fair Value of the Share-based payments (note 19)
The company measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which
they are granted. The fair value of share options without market based vesting
conditions is determined using the Black Scholes model and the estimates used
within this model are disclosed in Note 17. Where market conditions exist for
the vesting of any options granted, such as in the case of the Growth Reward
Scheme, alternative approaches such as a probability weighted barrier model or
Monte Carlo probability distribution model is used.
Recoverability of the Carrying Value of Exploration and evaluation assets
(note 8)
The fair value of the Dotted Lake Project licences, the Obonga Greenstone
Project licences and the Winston Project licenses 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 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
Geographical segments
The Group's assets and liabilities and losses are split by geographic location
in the table below.
As at 31 December 2025
Canada Isle of Man Group
£ £ £
Total assets 2,489,122 2,940,347 2,627,546
Total liabilities (2,841,097) (389,185) (392,862)
Net assets/ (liabilities) (351,975) 2,551,162 2,234,684
Loss before tax from continuing operations (127,435) (1,215,628) (1,343,063)
As at 31 December 2024
Canada Isle of Man Group
£ £ £
Total assets 2,339,713 2,709,013 3,035,327
Total liabilities (2,305,043) (467,900) (924,131)
Net assets/ (liabilities) 34,670 2,241,113 2,111,196
Loss before tax from continuing operations (197,053) (1,757,832) (1,954,885)
The Group identifies its reportable segments based on the activity undertaken,
exploration in Canada and PLC management in the Isle of Man. The Group is
comprised of Panther Metals PLC which is registered in the Isle of Man but is
managed and controlled in the UK from its Hitchin office. Panther Metals PLC
has two subsidiary companies which are both wholly owned:
· Panther Metals (Canada) Limited an exploration company with
registered address of Suite 530, 355 Burrard Street, Vancouver, V6C 2G8,
Canada. This company made a loss of £127,435 in the year ended 31 December
2025 (2024- loss of £197,053); and
· Lonnus (m) Sdn Bhd a dormant company registered in Malaysia which
makes no profit or loss.
4. Operating loss
Year ended Year ended
31 December 31 December
2025 2024
£ £
Operating loss has been arrived at after charging:
Loss/ (gain) on foreign exchange 64,273 118,818
Auditors remuneration- audit fees of current auditor 57,750 -
Auditors remuneration - audit fees of predecessor auditor - 28,000
,
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 pages 68-73.
6. Taxation
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
2025 2024
£ £
Current period transaction of the Group
Corporation tax at blended rate of 25% (2024: 25%) on profits for the period - -
Factors effecting the tax charge for the year
Loss on ordinary activities before taxation (1,343,063) (1,954,885)
Loss on ordinary activities at the blended rate of 25% (2024:25%) (335,766) (488,721)
Effect of non-deductible expenses 146,722 223,593
Effect of tax benefit of losses carried forward 189,043 265,128
Total tax charge/ (credit) - -
There is an unrecognised deferred tax asset as at 31
December 2025 of £661,388 (2024: £472,345) 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 loss per ordinary share in the table below has been calculated by
dividing the loss for the period by the weighted average number of ordinary
shares in issue. There are potentially issuable shares in the table below,
all of which relate to share options issued to Directors, options issued as
part of acquisitions and warrants issued as part of placings
Based on the losses made in the period which are, the diluted loss per share
is anti-dilutive and therefore has been kept the same as the basic loss per
share.
Year ended Year ended
31 December 31 December
2025 2024
Weighted average number of ordinary shares in issue 5,676,718 3,915,632
Potentially issuable shares 3,990,917 3,660,242
Total weighted average number of potential ordinary shares in issue 9,667,635 7,575,874
Loss attributable to the equity holders of the parent company £(1,410,433) £(2,084,802)
Basic earnings/ (loss) per share (pence) (24.85)p (53.24)p
Diluted earnings/ (loss) per share (pence) (24.85)p (53.24)p
8. Exploration and evaluation assets
Group Panther Canada Panther Total
PLC
£ £ £
Net book value
At 1 January 2024 1,864,026 19,440 1,883,466
Additions 702,591 - 702,591
Termination of option at Manitou Lakes (180,462) - (180,462)
Foreign exchange (123,869) - (123,869)
At 31 December 2024 2,262,286 19,440 2,281,726
Additions 336,915 - 336,915
Grant received from Ontario Junior Exploration Programme (30,985) (30,985)
Termination of Frontier Energy Agreement- Winston (106,516) - (106,516)
Foreign exchange (56,265) - (56,265)
Write off of PLC exploration assets and equipment - (19,440) (19,440)
At 31 December 2025 2,405,435 - 2,405,435
Canada- Obonga Greenstone Belt Project
During the year ended 31 December 2024 expenditure on the project amounted to
£183,140 and related to the extension of the agreement, helicopter surveys,
drone surveys, and geological consultancy. During the year ended 31 December
2025, expenditure on the project amounted to £97,307 and related to the
extension of the agreement, helicopter surveys, sampling and sample housing
costs and geological consultancy.
Canada- Dotted Lake Project
During the year ended 31 December 2024 expenditure on the project amounted to
£492,372 and related to the Autumn drilling programme, rock sampling, core
processing and soil sampling costs, the purchase of geological software and
geological consultancy. During the year ended 31 December 2025, expenditure on
the project amounted to £67,162 and related to sampling costs and geological
consultancy. A grant of £30,985 was received from the Ontario Junior
Exploration Programme in relation to the soil sampling programme which took
place in Autumn 2024 and this has been offset against the expenditure in
accordance with IAS 20 Accounting for Government Grants and Disclosure of
Government Assistance.
Canada- Winston Project
On June 16, 2025, the Company entered into the an
option agreement with First Quantum for the option to purchase all right,
title and interest in, the Winston Lake Mine and patented land leases. The
agreement includes an initial 12-month due diligence period during which the
Company has the legal right to conduct agreed exploration work at the Winston
Lake Mine in return for a $100,000 (£54,180) payment to First Quantum. The
Company may extend the Winston Due Diligence Period for a further 12 months up
to three times (for a total maximum Winston Due Diligence Period of 48 months)
by making payments of $50,000 (£27,090) per extension.
8. Exploration and evaluation assets (continued)
The Company also entered a Sale and Purchase Agreement
with Frontier Energy for the Pick Lake Mining Ltd Property with an Option
Period running to 15 October 2025. An initial payment of 100,000 Australian
dollars (A$) (£56,200) was made in relation to the option with payments of
A$30,000 (£16,860) per month payments payable on the first business day in
each month thereafter and ending on 15th October 2025. On 30 October 2025 the
Company announced that it had terminated the agreement with Frontier Energy in
relation to the option on Pick Lake and these payments amounting to £106,516
were written off.
During the year ended 31 December 2025, expenditure on the project amounted to
£172,416 (prior to the write off of the £106,516 in relation to Frontier
Energy noted above) and related to the agreements above and geological
consultancy.
The Company directly holds a small amount of exploration and evaluation assets
and equipment in projects in Queensland and Mauritania amounting to £19,440.
These were written off during the year.
Manitou Lakes 2024
On 18 September 2024, the Company announced the termination of the option and
sale and purchase agreement with Shear Gold Exploration Corporation dated 7
April 2022 and all £180,462 of project expenditure incurred was written off
to the income statement.
9. Financial Assets at Fair Value Through Profit and Loss
Financial Assets at Fair Value Through Profit and Loss Fulcrum Metals PLC
£
Net book value
At 1 January 2024 1,610,888
Disposals in the period (320,933)
Fair value loss on financial asset at fair value through profit and loss
(658,685)
At 31 December 2024 631,270
Disposals in the period (265,532)
Fair value loss on financial asset at fair value through profit and loss (365,738)
At 31 December 2025 -
During the year ended 31 December 2024, the Company sold 2,346,717 Fulcrum
Metals Plc ordinary shares of 1p each realising proceeds of £320,932. On 8
April 2025 the Company announced that it sold its remaining holdings in
Fulcrum a total of 7,625,122 ordinary shares of nominal value 1 pence each in
the capital of Fulcrum Metals PLC on 7 April 2025, at a price of 3.5 pence per
ordinary share, for an aggregate amount of £266,879 (net of fees and
expenses).
In the year ended 31 December 2025 the total loss on Financial Assets at Fair
Value Through Profit and Loss in the income statement amounted to £365,738
for Fulcrum Metals PLC. In the year ended 31 December 2024 the total loss on
Financial Assets at Fair Value Through Profit and Loss amounted to £658,685
for Fulcrum Metals PLC.
10. Investments Held for Sale
Investments Held for Sale Panther Metals Limited
£
Net book value
At 1 January 2024 642,120
Disposals in the period (249,616)
Fair value loss of investment held for sale
(392,504)
At 31 December 2024 -
Disposals in the period -
Fair value loss of investment held for sale -
At 31 December 2025 -
During the year ended 31 December 2024 the Company sold its entire investment
in Panther Metals Limited for proceeds of £249,616. The total loss on held
for sale investments amounted to £392,504.
11. Receivables
As at As at
31 December 31 December
2025 2024
£ £
Amounts falling due within one period
Prepayments 41,227 13,716
Other receivables 109,799 91,079
151,026 104,795
12. Cash and cash equivalents
Cash and cash equivalents of £71,085 (2024 £ £17,536) comprise cash held at
bank.
13. Trade and other payables
As at As at
31 December 31 December
2025 2024
£ £
Trade payables 53,673 507,187
Accruals 62,925 84,046
Deferred consideration (note 15) 135,450 16,653
Amounts due to related parties (see note 22) 134,986 -
Other payables 5,828 6,030
392,862 613,916
Trade payables reduced year on year due to the timing
of exploration projects. At the end of 2024 the Group was in the middle of the
work programme at Dotted Lake whereas at the end of 2025 the Group was between
work programmes.
14. Convertible Loan Note and Loan Notes
Group
As at As at
31 December 31 December
2025 2024
£ £
Current Liabilities payable within 1 year
Amount due to Loan Note Holders (November 2023) - 172,500
On 12 March 2025 the Company announced it had agreed terms to capitalise its
only outstanding debt facilities, comprising the £150,000 of unsecured
convertible loan notes announced 20 November 2023, which carry an interest
rate of 15% by the issue of new ordinary shares with warrants attached as set
out in note 17. £8,625 of interest was charged for the period in relation to
the loan note prior to conversion (2024- £4,767 in relation to the
convertible loan note converted in 2024).
15. Provision for Deferred Consideration
As at As at
31 December 31 December
2025 2024
£ £
Current Liabilities payable within 1 year
Amount due to Broken Rock 135,450 16,653
135,450 16,653
Non-Current Liabilities
Amounts due to Broken Rock - 137,715
135,450 154,368
On 3 April 2025 the Company announced the amendment and extension to the
purchase agreement allowing for an additional year to meet the exploration
commitment at Obonga. $250,000 (£135,450) is due to Broken Rock on 29
September 2026.
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 period the liability is increased by the
interest rate used in the discounting calculation with subsequent increases
expensed to finance costs.
Payments to Broken Rock of CAD $30,000 (£16,158) have been made in the year
to 31 December 2025 (2024: CAD $30,000 (£16,897) to Broken Rock).
16. Reserves
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative charge for options
granted, still outstanding and not exercised.
Foreign Currency Translation Reserve
The translation reserve represents the exchange gains and losses that have
arisen on the retranslation of overseas operations.
Retained Losses
Retained losses represent the cumulative loss net of distributions to owners.
17. Share capital
The table below presents the number of new Ordinary Shares after each equity
transactions that occurred in the year ended 31 December 2025 and the year
ended 31 December 2024.
Number of new Ordinary shares Share
Capital
No £
Authorised Share Capital
Ordinary Shares 500,000,000
Allotted, issued and fully paid ordinary shares of £1:
As at 1 January 2024 92,822,310 6,330,665
Placing on 23 May 2024 8,333,334 375,000
As at 12 June 2024 101,155,644 6,705,665
25 to 1 share consolidation on 13 June 2024 4,046,226 6,705,665
Conversion of Convertible Loan Notes 232,854 238,676
As at 1 January 2025 4,279,080 6,944,341
Placing- January 2025 910,000 455,000
Capitalisation of debt facility- March 25 362,250 181,125
Obonga extension consideration shares- April 2025 42,070 16,216
Warrant Exercise- June 2025 106,666 80,000
Director Subscription- June 2025 191,304 132,000
Placing- October 2025 1,000,000 600,000
WRAP retail offer- October 2025 92,616 55,570
As at 31 December 2025 6,983,986 8,464,252
On 23 May 2024 the Company announced the completion of a placing raising
£375,000 (before expenses) by the issue of 8,333,334 new ordinary shares at a
price of 4.5 pence. Each Placing Share was issued with one warrant attached
entitling the holder to subscribe for one new ordinary share at a price of 7.5
pence with a life of 36 months from the date of Admission. The directly
attributable costs associated with the placing amounted to £29,850.
On 13 June 2024, the Company announced that at its Annual General Meeting held
on 13 June 2024, inter alia, a resolution was passed which approved the
consolidation of 92,822,310 existing ordinary shares ("Existing Ordinary
Shares") of no par value on a 25 into 1 basis, such that every 100 Existing
Ordinary Shares are consolidated into 4 ordinary shares. As a result of the
approval of the Share Consolidation, the Company had 3,712,892 new Ordinary
Shares in issue. The announcement on 13 June 2024 reflected the number of
shares in issue prior to the May 2024 Placing as this was the figure stated in
the Company's AGM notice. The table above shows the position reflecting the
issue of the May placing shares which were then consolidated at the time of
the approval of the share consolidation at the Annual General Meeting on 13
June 2024.
On 30 July 2024 the Company announced that it received notification on 28 July
2024 that Darren Hazelwood, the chief executive officer of the Company, had
exercised the conversion rights attaching to the £56,000 of convertible loan
notes held by him in respect of principal and accrued interest of £9,520. As
a consequence, Mr Hazelwood was issued with 63,922 new ordinary shares of no
par value in the capital of the Company at a price of £1.025 per ordinary
share. The ordinary shares were admitted on 5 August 2024.
On 1 August 2024 the Company announced that it received notification on 31
July 2024 that Nicholas O'Reilly, the executive chairman of the Company, had
exercised the conversion rights attaching to the £50,000 of convertible loan
notes held by him in respect of principal and accrued interest of £8,500. As
a consequence, Mr O'Reilly will be issued with 57,073 new ordinary shares of
no par value in the capital of the Company at a price of £1.025 per Ordinary
Share. The ordinary shares were admitted on 8 August 2024.
On 6 November 2024 the Company announced that it received notification that
the remaining convertible loan note holders had exercised their conversion
rights attaching to the (£60,987) of convertible loan notes held by them in
respect of principal and interest due (which includes a 4.25% extension
premium). As a consequence, the remaining holders will be issued with 59,500
new ordinary shares of no par value in the capital of the Company at a price
of £1.025 per Ordinary Share. The ordinary shares were admitted on 11
November 2024.
On 25 November 2024 the Company announced that it received notification that
the remaining convertible loan note holders had exercised their conversion
rights attaching to the (£53,668) of convertible loan notes held by them in
respect of principal and interest due (which includes a 4.25% extension
premium). As a consequence, the remaining holders were issued with 52,360 new
ordinary shares of no par value in the capital of the Company at a price of
£1.025 per ordinary share. The ordinary shares were admitted on 28 November
2024.
On 20 January 2025 the Company announced the completion of a conditional
placing, confirming it has placed 910,000 ordinary shares of no-par value at a
price of 50 pence raising gross proceeds of £455,000. Each share was
issued with one warrant attached entitling the holder to subscribe for one new
ordinary share at a price of 75 pence. The warrants have a life of 36 months
from the date of Admission. Admission took place on 28 February 2025. The
directly attributable costs associated with the placing amounted to £31,850.
On 12 March 2025 the Company announced it had agreed terms to capitalise its
only outstanding debt facilities, comprising the £150,000 of unsecured
convertible loan notes announced 20 November 2023, which carry an interest
rate of 15%. The Company settled this liability by the issue of new ordinary
shares with warrants attached, a combined total of 362,250 shares at an issue
price 50p and delivered 362,250 warrants with an exercise price of 75p to the
former holders of the loan notes. The warrants have a life of 3 years and be
subject to an "accelerator" requiring the warrants to be exercised should the
Panther share price exceed £1.50 at any time over a period of 20 trading days
following the date of the issue of the warrants.
On 3 April 2025 the Company announced an Amending Agreement on the Obonga
project extending the existing agreement for a further 12 months and meaning
that the exploration commitment is now spread over five years; whilst the
original net smelter return royalty is replaced with a gross revenue royalty
equal to 1.5% of the gross value of the sale proceeds actually received by the
royalty payer from activity carried out on the Property. In connection with
the signing of the Amending Agreement the Company allotted and issued 42,070
new ordinary shares with a value of Canadian $30,000 (£16,158) to Broken Rock
based on the mid-market closing price of Panther's ordinary shares on 27 March
2025 and an exchange rate of CAD$1.85 to £1.00.
On 24 June 2025 the Company announced it had received notice of exercise of a
total of 106,666 warrants with an exercise price of 75p per share, raising
£80,000 for the Company. Admission took place on 30 June 2025.
On 30 June 2025 the Company announced that Executive Chairman, Nicholas
O'Reilly, and Chief Executive Officer, Darren Hazelwood, had undertaken a
direct share subscription with the Company for a total of £132,000 at the
market mid-price of 69p. Mr Hazelwood subscribed for a total of 155,072
new shares for a consideration of £107,000, taking his and Mrs Hazelwood's
total holding to 7.32% of the issued share capital in the Company. Mr O'Reilly
subscribed for a total of 36,232 new shares for a consideration of £25,000,
taking his total holding to 113,305 Ordinary Shares equivalent to 1.92% of the
issued share capital in the Company.
On 28 October 2025 the Company announced that it had raised gross proceeds of
£600,000 before expenses via a placing of 1,000,000 ordinary shares at a
price of 60p per share. Admission took place on 31 October 2025. On 30
October 2025 the Company announced it had raised gross proceeds of £55,570 in
a WRAP retail offer of 92,616 ordinary shares at a price of 60p per share.
Admission took place on 31 October 2025. The directly attributable placing
costs amounted to £49,334.
18. Prior Year Adjustment- Restatement of the Income Statement, Statement of
Financial Position, Statement of Cash Flows and Statement of Changes In Equity
as at 1 January 2024 and 31 December 2024
During the current financial year, the Group identified the requirement for
corrections in:
· The application of IFRS2 Share Based Payments in relation to the
valuation of investor warrants issued as part of placings and the conversion
of debt into equity which had incorrectly been brought under the scope of
IFRS2 and valued and recognised in the financial statements;
· The recognition of the Growth Reward Scheme and the valuation of the
options granted under the scheme;
· The treatment of costs directly attributable to the issue of equity
in accordance with IAS32 Financial Instruments: and
· The application of IAS21 The Effects of Foreign Exchange Rates in
relation to the requirement to present unrealised foreign exchange differences
on the translation of foreign operations in other comprehensive income and
within a separate foreign exchange reserve.
In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors, the Group has corrected these errors retrospectively by restating
the comparative amounts for the prior period presented as follows
· In relation to the IFRS2 correction, the valuation of 333,333
investor warrants issued in relation to the May 2024 placing and amounting to
£105,759 for the year ended 31 December 2024 has been reversed so that the
income statement for the comparative year ended 31 December 2024 has been
restated to exclude any valuation of investor warrants.
· In relation to the Growth Reward Scheme, the fair value of the
2,240,000 options granted to Darren Hazelwood and Nicholas O'Reilly was not
valued in the year ended 31 December 2024 but has been valued in the year
ended 31 December 2025 with a restatement of the position as at 31 December
2024 for the valuation as at the grant date of 1 November 2024 of £143,885
charged over the 3 year vesting period. £7,994 has been included as a charge
to the income statement for the year with a corresponding credit to the share
based payment reserve.
· In relation to IAS32, costs directly attributable to the issue of
equity were taken to equity.
· In relation to the IAS21 correction, a foreign exchange reserve has
been created.
o The retranslation of the foreign operations on an accumulated basis as at 31
December 2023 amounting to £14,358 has been restated as a movement between
retained losses and the foreign exchange reserve in the Statement of Changes
in Equity.
o The retranslation of the foreign operations for the year ended 31 December
2024 amounting to £129,916 has been represented in other comprehensive losses
rather than the income statement.
18. Prior Year Adjustment- Restatement of the Income Statement, Statement of
Financial Position, Statement of Cash Flows and Statement of Changes In Equity
as at 1 January 2024 and 31 December 2024 (continued)
The financial impact of the correction on the prior period financial
statements is summarised below:
Changes to Group Balance Sheet As previously reported 1 January 2024 Adjustment As restated on 1 January 2024
£ £ £
Translation of foreign operations accumulated position as at 1 January 2024 (14,358)
Foreign exchange reserve - (14,358) (14,358)
Translation of foreign operations accumulated position as at 1 January 2024 14,358
Retained earnings- total (3,364,817) 14,358 (3,350,459)
Changes to Group Balance Sheet As previously reported 31 December 2024 Adjustment As restated 31 December 2024
£ £ £
Derecognition of Investor Warrants (105,759)
Recognition of Growth Reward Scheme 7,994
469,975
Share based payment reserve- total 567,740 (97,765)
Translation of foreign operations for the year ended 31 December 2024 - (129,916)
Foreign Exchange Reserve (14,358) (129,916) (144,274)
Translation of foreign operations for the year ended 31 December 2024 129,916
Derecognition of Investor Warrants 105,759
Recognition of Growth Reward Scheme (7,994)
Share issue costs included in admin expenses rather than share capital 29,850
Retained earnings- total* (5,386,527) 257,531 (5,128,996)
Share issue costs included in admin expenses rather than share capital
(29,850)
Share capital 6,944,341 (29,850) 6,914,491
*The difference between the retained earnings per the prior year accounts and
the amount reflected here relates to the £14k adjustment to the opening
retained earnings.
18. Prior Year Adjustment- Restatement of the Income Statement, Statement of
Financial Position, Statement of Cash Flows and Statement of Changes In Equity
as at 1 January 2024 and 31 December 2024 (continued)
Changes to Group Income Statement As previously reported 31 December 2024 Adjustment As restated 31 December 2024
£ £ £
Derecognition of Investor Warrants 105,759
Recognition of Growth Reward Scheme (7,994)
Share based payment charge- total (152,991) 97,765 (55,226)
Share issue costs included in admin expenses rather than share capital 29,850
Administrative expenses (692,010) 29,850 (662,160)
Changes to Group Cashflow Statement As previously reported 31 December 2024 Adjustment As restated 31 December 2024
£ £ £
Translation of foreign operations for the year ended 31 December 2024 129,916
Derecognition of Investor Warrants 105,759
Recognition of Growth Reward Scheme (7,994)
Share issue costs included in admin expenses rather than share capital 29,850
1,949,037
Operating Loss total (2,206,568) 257,531
Adjusted for :
Share based payment charge 152,991 (97,765) 55,226
Foreign exchange 111,818 (129,916) (18,099)
19. Share based payment transactions- Equity settled share-based payments
Options and warrants issued, cancelled and outstanding at the year end
At At
1 January 2025 31 December 2025
(Restated)
No of options No of options
Issued Exercised Expired
Obonga options issued to Broken Rock- August 2021 20,000 - - - 20,000
Management options- August 2021 184,000 - - - 184,000
Placing Warrants- Aug 2022 834,909 - (834,909) -
Management Options- November 2023 48,000 - - - 48,000
Placing warrants- May 2024 333,333 - - - 333,333
Placing warrants- January 2025 - 910,000 (106,666) - 803,334
Debt capitalisation warrants March 2025 - 362,250 - - 362,250
Growth Reward Scheme- November 2024 2,240,000 2,240,000
3,660,242 1,272,250 (106,666) (834,909) 3,990,917
During the period the August 2022 Placing Warrants with a value of £277,664
expired (2024: £176,348)
Options and warrants outstanding and exercisable
Vested and exercisable Exercise price (£) Weighted average contractual life Expiry date
Options under IFRS 2 (years)
Obonga options- August 2021 20,000 3.25 0.84 2 August 2026
3.75 22 August 2026
Management options- August 2021 184,000 0.89
1 November 2028
Management Options- November 2023 48,000 1.50 3.09
Growth Reward Scheme- November 2024 2,240,000 1.375 8.84 1 November 2034
Warrants outside the scope of IFRS 2
Placing warrants- May 2024 333,333 1.88 1.64 23 May 2027
Placing warrants- January 2025 803,334 0.75 2.41 28 February 2028
12 March 2028
Debt capitalisation warrants- March 2025 362,250 0.75 2.53
19. Share based payment transactions (continued)
Growth Reward Scheme
The Directors Remuneration report on page 69 refers to the Growth Reward
Scheme put in place on 1 November 2024 . The Growth Reward Scheme is a
long-term incentive scheme offering options and a cash bonus if certain market
capitalisation milestones are reached, such awards requiring to be approved by
the Remuneration Committee prior to being exercised. The following table sets
out the total cumulative options granted to Darren Hazelwood and Nicholas
O'Reilly collectively.
Market Capitalisation (£M) Number of £1.375 Options Cash Bonus (£M)
30 160,000 -
50 160,000 -
100 320,000 2
150 160,000 -
250 320,000 4
400 160,000 -
500 320,000 20
650 160,000 -
800 160,000 -
1,000 320,000 50
Total 2,240,000 76
As the vesting conditions for the options granted in November 2024 were based
on market conditions, the Monte Carlo valuation model has been used to
determine the vesting period and probability of the vesting conditions to
provide a fair value based off the results calculated by the model. The fair
value recognised at grant date was £143,885 which is to be charged over the
three year vesting period. The options lapse after ten years but the assumed
exercise date is 3 May 2031. Other inputs to the Monte Carlo model are the
exercise price of £1.375, the risk free rate of 4.25% and the volatility of
82%.
Management Options
A Black-Scholes model has been used to determine the fair value of the share
options 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 based on the historical volatility of
the share price, the expected life of the options, the risk-free rate of
interest and the expected level of dividends in future periods.
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
43% 0.0340
Management Options- November 2023 5.49% 5 years
The total charge to the consolidated statement of comprehensive income for the
period to 31 December 2025 was £95,194 (2024: restated charge of £55,226).
20. Financial instruments
The following financial instruments were held at the balance sheet date (refer
to financial instruments accounting policy for categorisation and fair value
hierarchy):
As at As at
31 December 31 December
2025 2024
£ £
Financial assets
Fair value through profit or loss (Fair Value- Level 1) - 631,270
Other receivables (amortised cost) 109,799 91,079
Cash and cash equivalents (amortised cost) 71,085 17,536
180,884 739,885
Financial liabilities
Trade payables (amortised cost) 53,673 507,187
Accruals (amortised cost) 62,025 84,046
Deferred consideration (amortised cost) 135,450 154,368
Loan notes (amortised cost) - 172,500
Other payables (amortised cost) 140,814 6,030
392,962 924,131
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 maximising 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.
21. 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$69,600 in the next 12 months (2024: CAD$69,600).
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$458,000 in the next 12 months (2024: CAD$486,292).
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.
22. Related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are at arm's length. The
group is therefore not required to disclose transactions between the Company
and its subsidiaries, as permitted by IAS 24.
Directors' remuneration is detailed within the Directors' Remuneration Report
on page 68. During the year ended 31 December 2025, Directors' remuneration
has been paid to individuals as salaries (through payroll).
Mining Analyst Consulting Limited, a company owned by Nicholas O'Reilly,
charged Panther Canada £20,000 (2024: £30,242) in respect of geological
consultancy services and charged the Company £30,000 (2024: £27,000) in
relation to accounting and consultancy services. As at 31 December 2025
£nil was owed to Mining Analyst Consulting Limited in relation to the
provision of these services (2024: £28,000).
Year ended Year ended
31 December 31 December
2025 2024
Company Name Director
£ £
Mining Analyst Consulting Limited N O'Reilly / 50,000 57,242
K O'Reilly
50,000 57,242
Amounts due to related parties stated in payables as at 31 December 2025
consists of £100,000 due to Darren Hazelwood (2024: £nil), £34,986 (2024:
£nil) due to Mining Analyst Consulting Limited (the consultancy company of
Nicholas O'Reilly and Katherine O'Reilly).
23. Subsequent events
Placing
On 9 February 2026 the Company announced that it has raised gross proceeds of
£1,190,000 (before expenses) through a placing of 1,700,000 ordinary shares
of no par value at a price of 70 pence (the "Placing Price"). The Placing,
which received substantial backing from new and existing institutional
investors and existing shareholders of the Company, was significantly
oversubscribed and subject to scale back. The shares were admitted on 16
February 2026.
Filing of Preliminary Non Offering Prospectus
On 13 February 2026 the Company announced that it has filed a preliminary
non-offering prospectus (the "Prospectus") with the Ontario Securities
Commission (the "Commission") and has applied to the Canadian Securities
Exchange (the "CSE") for a secondary listing of its ordinary shares on the CSE
in Canada (the "Listing"). The Company's ordinary shares will continue to be
listed on the official list of the UK Financial Conduct Authority and traded
on the main market for listed securities of the London Stock Exchange PLC.
Final acceptance of the Prospectus and the Listing are subject to the review
and approval of the Commission and the CSE, respectively. The Prospectus
contains important information relating to the Company and its currently
issued shares capital and is subject to amendment as may be required by the
Commission. The Prospectus will be available for review under Panther's
profile on the Canadian System for Electronic Document Analysis and Retrieval
("SEDAR+") at www.sedarplus.ca.
Siltamaki Purchase Option- Obonga
Post year end on 15 January 2026 the Company announced announce the signing of
a three year term purchase option agreement (the "Purchase Option") over three
multicell mining claims (the "Properties" or "Claims") which comprise the
Otter Gold, Z2 Gold and Wig properties at Obonga. The Purchase Option signed
with Mrs Karen Siltamaki is a partial replacement for the purchase option
agreement announced 22 November 2021 signed with her late spouse Mr Aki
Siltamaki and secures Panther options over the Properties through to January
2029. The Purchase Option allows Panther the option to purchase the Claims for
a total cash consideration of CAN$200,000 and the award of a 1.5% net smelter
return ("NSR") royalty (with a provision for Panther to reduce the royalty to
1.0% NSR through a CAD$1,000,000 buy-back). The Purchase Option price, was
CAD$10,000 with further payments of CAD$10,000 due on each anniversary of the
date of signing, for three consecutive years.
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