REG - Panther Metals PLC - WRAP Retail Offer for up to £100,000

Panther MetalsAnnouncement

28/10/2025 07:05

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RNS Number : 0602F  Panther Metals PLC  28 October 2025

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA ("EEA"), OR ANY OTHER JURISDICTION WHERE, OR TO ANY
OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY
APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF
THIS ANNOUNCEMENT.

 

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" OR "UNITED KINGDOM")
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.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE WRAP RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (WHICH INCLUDES AN EXISTING
MEMBER OF PANTHER METALS PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL
PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION
TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF PANTHER METALS PLC.

 

28 October 2025

 

Panther Metals PLC

 

("Panther Metals" or the "Company")

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

 

WRAP Retail Offer for up to £100,000

 

Panther Metals Plc (LSE: PALM), the development and exploration company
focused on mineral projects in Canada, is pleased to announce a retail offer
via the Winterflood Retail Access Platform ("WRAP") to raise up to £100,000
(the "WRAP Retail Offer") through the issue of new ordinary shares of no par
value each in the capital of the Company ("Ordinary Shares").  Under the WRAP
Retail Offer up to  166,667 new Ordinary Shares (the "WRAP Retail Offer
Shares") will be made available at a price of 60 pence per share (the "Issue
Price") to existing shareholders of the Company in the UK.

 

In addition to the WRAP Retail Offer and as announced earlier today the
Company has also raised gross proceeds of £600,000 (before expenses) through
initial issue and allotment to Darren Hazelwood, CEO of the Company, of
1,000,000 Ordinary Shares in the capital of the Company (the "Placing") at the
Issue Price (the "Placing Shares" and together with the WRAP Retail Offer
Shares, the "New Ordinary Shares") and subsequent transfer of those Placing
Shares to designated placees. The Issue Price represents a discount of
approximately 11 per cent. to the closing mid-market price of 67.50 pence per
Ordinary Share on 27 October 2025, being the latest practicable date prior to
this Announcement.

 

A separate announcement has been made regarding the Placing and its terms and
sets out the reasons for the Placing and use of proceeds.  The proceeds of
the WRAP Retail Offer will be utilised in the same way as the proceeds of the
Placing.

 

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing.
Completion of the WRAP Retail Offer is conditional , inter alia, upon the
completion of the Placing but completion of the Placing is not conditional on
the completion of the WRAP Retail Offer.

 

The WRAP Retail Offer and the Placing are conditional on the New Ordinary
Shares being admitted to listing on the equity shares (transition) category of
the Official List maintained by the Financial Conduct Authority ("FCA") and to
trading on the main market for listed securities of the London Stock Exchange
plc ("London Stock Exchange") ("Admission"). It is anticipated that Admission
will become effective and that dealings in the New Ordinary Shares will
commence at 08.00 a.m. on 31 October 2025.

 

 

WRAP Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in the United Kingdom following release of this announcement, being
existing shareholders of the Company, and through certain financial
intermediaries.

 

Existing shareholders of the Company can contact their broker or wealth
manager to participate in the WRAP Retail Offer.

 

The WRAP Retail Offer is expected to close at 4 p.m. on 29 October 2025.
Eligible shareholders should note that financial intermediaries may have
earlier closing times. Existing retail investors are not entitled to
participate in the Placing.

 

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
existing retail shareholders, should contact wrap@winterflood.com.

 

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary and, prior to the release of this
Announcement, shareholders in the Company which may include individuals aged
18 years or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the WRAP Retail
Offer. The terms and conditions on which investors subscribe will be provided
by the relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to amend the size of the retail offer at its
discretion. The Company reserves the right to scale back any order and to
reject any application for subscription under the WRAP Retail Offer without
giving any reason for such rejection.

 

It is vital to note that once an application for WRAP Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

 

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

 

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Placing Price does not exceed
£100,000.20, or such size as agreed by the Company.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in section 86(1)(e) of Financial
Services and Markets Act 2000 (as amended) ("FSMA"). As such, there is no need
for publication of a prospectus pursuant to the Prospectus Regulation Rules of
the FCA, or for approval of the same by the FCA. The WRAP Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the WRAP Retail Offer, and investors' commitments will be made
solely on the basis of the information contained in this Announcement and
information that has been published by or on behalf of the Company prior to
the date of this Announcement by notification to a Regulatory Information
Service in accordance with the FCAs Disclosure Guidance and Transparency Rules
and UK MAR.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for WRAP Retail Offer Shares and
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the WRAP Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

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:                        +44(0) 1462 429 743

                                              +44(0) 7971 957 685
 Darren Hazelwood, Chief Executive Officer

 Hybridan LLP, Corporate Broker             +44 (0)20 3764 2341
 Claire Louise Noyce

 Winterflood Retail Access Platform         WRAP@winterflood.com
 Sophia Bechev, Kaitlan Billings            0203 100 0286

 

 

Further information on the Company can be found on its website at
www.panthermetals.com (http://www.panthermetals.com) .

 

The Company's LEI is 213800FE99O4CN3DJU27.

 

 

This Announcement should be read in its entirety. In particular, the
information in the "Important Legal Information" section of the Announcement
should be read and understood.

 

 

 

Important Legal Information

 

The content of this Announcement has been prepared by and is the sole
responsibility of the Company.

 

This Announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The WRAP Retail Offer Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US 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 WRAP Retail Offer Shares is being made in the United States. The WRAP
Retail Offer Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such jurisdiction.

 

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for the Company and for no-one else and will not regard any other
person (whether or not a recipient of this announcement) as its client in
relation to the WRAP Retail Offer and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients, nor
for providing advice in connection with the WRAP Retail Offer, Admission and
the other arrangements referred to in this Announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
Announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the FCA,
the London Stock Exchange or applicable law.

 

The information in this Announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this Announcement,
including the truth, accuracy or completeness of the information in this
Announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly, disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this Announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this Announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast and no statement in this Announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

 

It is further noted that the WRAP Retail Offer is only open to investors in
the United Kingdom who fall within Article 43 of the Order, as amended (which
includes an existing member of the Company).

 

Hybridan LLP ("Hybridan") is authorised and regulated by the FCA in the United
Kingdom. Hybridan is acting solely as broker exclusively for the Company and
no one else in connection with the Placing and the contents of this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as its client in relation to the Placing or the contents
of this Announcement nor will it be responsible to anyone for providing the
protections afforded to its clients (other than the Company) or for providing
advice in relation to the contents of this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on Hybridan by
FSMA or the regulatory regime established thereunder, Hybridan accepts no
responsibility whatsoever, and makes no representation or warranty, express or
implied, for the Placing or the contents of this Announcement including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any other
person, in connection with the Company and the contents of this Announcement,
whether as to the past or the future. Hybridan accordingly disclaims all and
any liability whatsoever, whether arising in tort, contract or otherwise (save
as referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.

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