REG - Panther Metals PLC - Placing and Director's Dealing

Panther MetalsAnnouncement

28/10/2025 07:00

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RNS Number : 0601F  Panther Metals PLC  28 October 2025

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU, WHICH IS PART OF THE DOMESTIC LAW OF THE UNITED
KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK
MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. MARKET SOUNDINGS WERE TAKEN
FROM CERTAIN PERSONS IN RELATION TO THE PLACING. THIS INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.

 

 

Panther Metals plc

("Panther Metals" or "Company")

(Incorporated and registered in Isle of Man with company number 009753V)

Placing and Director's Dealing

Panther Metals plc (LSE: PALM) is pleased to announce 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 ("Ordinary Shares") in
the capital of the Company ("Placing Shares") at a price of 60 pence per
Placing Share ("Issue Price") (the "Placing").

The Placing Shares will represent approximately 17 per cent. of the existing
issued Ordinary Share capital of the Company (the "Existing Ordinary Shares")
and the Issue Price represents a discount of approximately 11 per cent. to the
closing mid-market price of 67.50 pence per Existing Ordinary Share on 27
October 2025, being the latest practicable date prior to the publication of
this Announcement.

Panther also intends to carry out a separate retail offer of up to 166,667 new
Ordinary Shares (the "Retail Offer Shares", and together with the Placing
Shares, the "New Ordinary Shares") at the Issue Price on the Winterflood
Retail Access Platform ("WRAP") to raise gross proceeds (before fees and
expenses) of up to £100,000  (the "Retail Offer", and together with the
Placing, the "Fundraising"). The Retail Offer will provide existing retail
Shareholders in the United Kingdom with an opportunity to participate in the
Fundraising at the same price as the Placing. A separate announcement will be
made in due course regarding the Retail Offer and its terms. For the avoidance
of doubt, the Retail Offer is not part of the Placing.

Details of the Placing and issuance of Placing Shares

Hybridan LLP ("Hybridan") is acting as placing agent in connection with the
Placing.

The Company is currently unable to issue and admit the Placing Shares without
either the publication of a prospectus approved by the UK Financial Conduct
Authority ("FCA") or relying upon an exemption to the requirement to issue a
prospectus under the UK Prospectus Regulation.

Consequentially, the Placing involves the subscription by Darren Hazelwood,
CEO and director of the Company for the Placing Shares at the Issue Price
pursuant to the employee offer exemption under Article1(4)(i) and 1(5) (h) of
the UK Prospectus Regulation. Following allotment of the New Ordinary Shares,
Darren Hazelwood will sell the Placing Shares to certain investors allocated
by Hybridan pursuant to the Placing Agreement (as defined below).

Hybridan has today entered into a placing agreement (the "Placing Agreement")
with the Company and Darren Hazelwood under which, amongst other things,
Hybridan has agreed, as agent for and on behalf of the Company to use its
reasonable endeavours to procure subscribers for Placing Shares, on the terms
and subject to the conditions set out therein. Darren Hazelwood has further
undertaken pursuant to the terms of the Placing Agreement to procure the
transfer of the Placing Shares to the placees in accordance with the terms of
the Placing Agreement.

Change of Adviser

The Company has today entered into a placing agreement with Hybridan pursuant
to which, on Admission, Hybridan will be appointed as Sole Broker to the
Company.

Expected Timetable of Principal Events

Applications have been made to the FCA and London Stock Exchange plc ("LSE")
and it is expected that the admission of the Placing Shares to listing on the
equity shares (transition) category of the Official List maintained by the FCA
and to trading on the main market for listed securities of the LSE will become
effective on or before 8.00 a.m. on 31 October 2025 ("Admission"). The
expected timetable of principal events for the Admission is set out below. All
references to time in this announcement are to London time.

 Admission and commencement of unconditional dealings in the Placing Shares  8.00 a.m. on 31 October 2025
 CREST members' accounts credited in respect of the Placing Shares (where    As soon as reasonably practicable on 31 October 2025
 applicable)
 Share certificates despatched in respect of the Placing Shares (where       within 10 Business Days of Admission
 applicable)
 All references to time in this announcement are to London time, unless
 otherwise stated. Any changes to the expected timetable will be notified by
 the Company through a regulatory information service.

Darren Hazelwood, CEO, comments: "The company is now 100% focused on
delivering tailings production targeted for YE 2026.   The use of proceeds
will enable the company to attain a Mineral Resource Estimate at the Winston
project which will underpin partner offtake discussions to enable delivery of
production targeted for YE 2026.  Any future exploration work is expected to
be funded from cashflows from the tailings project."

 

For the purposes of UK MAR, the person who arranged for the release of this
announcement was Darren Hazelwood, CEO of the Company.

 

Enquiries:

 Panther Metals plc

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

 Mitchell Smith, Chief Operating Officer     Tel: +1 (604) 209 6678

 Hybridan LLP (Broker)
 Claire Louise Noyce                         Tel: +44 (0)203 764 2341

Director's Dealing Notification

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Darren Hazelwood
 2   Reason for Notification
 a)  Position/status                                              Executive Director, PDMR
 b)  Initial notification/amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Panther Metals plc
 b)  LEI
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares
     Identification code
 b)  Nature of the transaction                                    Allotment and Subscription
 c)  Price(s) and volume(s)                                       Price(s)                     Volume(s)
                                                                  60 pence per Ordinary Share  1,000,000
 d)  Aggregated information
     - Aggregated volume                                          1,000,000
     - Price                                                      60 pence per Ordinary Share
 e)  Date of the transaction                                      27 October 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

- Aggregated volume

1,000,000

- Price

60 pence per Ordinary Share

e)

Date of the transaction

27 October 2025

f)

Place of the transaction

Outside a trading venue

 

Important Legal Information

The contents of this Announcement have been prepared by, and are the sole
responsibility of, the Company.

This Announcement does not constitute, contain or form part of any offer of
transferable securities to the public within the meaning attributed to that
phrase by section 102B of Financial Services and Markets Act 2000 (as amended)
("FSMA").

The New Ordinary Shares have not been and will not be registered under the
U.S. Securities Act 1933, as amended ("U.S. Securities Act") or under the
applicable state securities laws of the United States of America, its
possessions or territories, any state of the United States of America and the
district of Columbia or any area subject to its jurisdiction or any political
subdivision thereof ("United States" or "U.S.") and may not be offered or sold
directly or indirectly in or into the United States. No public offering of the
New Ordinary Shares is being made in the United States. The New Ordinary
Shares are being offered and sold outside the United States in "offshore
transactions", as defined in, and in compliance with, Regulation S of the U.S
Securities Act to non-U.S. persons (within the meaning of Regulation S of the
U.S. Securities Act). In addition, the Company has not been, and will not be,
registered under the U.S. Investment Company Act of 1940, as amended. In
addition, the New Ordinary Shares have not been nor will be registered in
Australia, Canada, Japan, or the Republic of South Africa or in any country,
territory or possession where to do so may contravene local securities laws or
regulations.

This Announcement may contain forward-looking statements. The forward-looking
statements include, but are not limited to, statements regarding the Company's
or the Directors' expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statement that refers to projections,
forecasts or other characterisations of future events or circumstances,
including any underlying assumptions, is a forward-looking statement. The
words "anticipate", "believe", "continue", "could", "estimate", "expect",
"intend", "may", "might", "plan", "possible", "potential", "predict",
"project", "seek", "should", "would" and similar expressions, or in each case
their negatives, may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts.
Forward-looking statements are based on the current expectations and
assumptions regarding the Company, the business, the economy and other future
conditions. Because forward-looking statements relate to the future, by their
nature, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Forward-looking statements are
not guarantees of future performance and the Company's actual financial
condition, actual results of operations and financial performance, and the
development of the industries in which it operates or will operate, may differ
materially from those made in or suggested by the forward-looking statements
contained in this announcement. In addition, even if the Company's financial
condition, results of operations and the development of the industries in
which it operates or will operate, are consistent with the forward-looking
statements contained in this announcement, those results or developments may
not be indicative of financial condition, results of operations or
developments in subsequent periods. Important factors that could cause actual
results to differ materially from those in the forward-looking statements
include regional, national or global, political, economic, social, business,
technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this announcement applies only as
of the date of this announcement and is expressly qualified in its entirety by
these cautionary statements. Factors or events that could cause the Company's
actual plans or results to differ may emerge from time to time, and it is not
possible for the Company to predict all of them. The Company expressly
disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this announcement to
reflect any change in its expectations or any change in events, conditions or
circumstances on which any forward-looking statement contained in this
announcement is based, unless required to do so by applicable law, the
Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and
Transparency Rules of the FCA or the UK Market Abuse Regulation.

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