REG - Panthera Resources - Annual Financial Report
27/09/2024 07:00
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RNS Number : 9918F Panthera Resources PLC 27 September 2024
27 September 2024
Panthera Resources Plc
("Panthera", "PAT" or "the Company")
Audited Financial Results and Management Update for the 12 Months Ended March
31, 2024
Notice of Annual General Meeting
Panthera Resources PLC (AIM: PAT), the gold exploration and development
company with assets in India and West Africa, is pleased to provide a summary
of the Company's audited financial results for the year ended March 31, 2024.
Highlights of 2023-24 Financial Year
Panthera has navigated its sixth full year as an AIM-quoted exploration and
mining company. During this period, we have focused the Company on unlocking
the significant potential value of the Bhukia Project (Bhukia) in Rajasthan,
India and advancing its gold projects in West Africa.
Bhukia Project (Rajasthan, India)
· On 28 February 2023, Indo Gold Pty Ltd ("IGPL"), a subsidiary of the
Company, executed a conditional arbitration funding agreement (the "AFA") for
up to US$10.5 million in arbitration financing (the "Facility") with
Litigation Capital Management Limited ("LCM"), a firm quoted on the AIM Market
of the London Stock Exchange. LCM is a leading global litigation financier
with significant expertise in international arbitration and cross-border
disputes, including bilateral investment treaty claims over mineral resource
assets. On 24 August 2023, the Company announced that LCM had successfully
completed its due diligence resulting in the arbitration funding agreement
("AFA") becoming unconditional and accordingly now available to IGPL and that
the Facility has been increased from US$10.5 million to US$13.6 million.
· On 2 January 2024, IGPL announced that it had formally issued a
Notice of Dispute ("NoD") to the Republic of India ("India") over the latter's
breaches of its obligations under the 1999 Agreement between the Government of
Australia and the Government of the Republic of India on the Promotion and
Protection of Investments (the "Treaty").
· On 26 July 2024 and subsequent to the financial year ended 31 March
2024 ("2023-24 Financial Year"), the Company announced that as the parties had
not reached an amicable settlement and that IGPL had delivered the Notice of
Arbitration ("NoA") to the Government of India ("GoI"). Under the Treaty, an
arbitral tribunal is to be constituted within two months of delivery of the
notice of arbitration and has not yet occurred as the date of this report.
Growing High Potential West Africa Gold Portfolio
Cascades (Burkina Faso)
· During the 2023-24 Financial Year, the second phase of 10,000 metre
drilling phase was completed at the Cascades Project. This follows the
announcement by the Company of a maiden mineral resource estimate in October
2021 comprising an indicated resource of 264,000 ounces and estimated inferred
resource of 371,000 ounces.
· Highlights from the drilling results announced on 25 May 2023
Cascades include:
- Two significant new zones confirmed with resource potential from
first pass drilling at Sina Yar and Far East Targets
- Intersections at Sina Yar included 34 m @ 1.83 g/t Au and 18 m @
1.13g/t Au
- Extension of the 2022 discovery zone from step-out drilling at the
TT13 target.
Bido (Burkina Faso)
· During the 2023-24 Financial Year, the Group completed a geophysical
programme of IP gradient array (for a total of 82 km lines) and IP pole-dipole
array lines (6.4 km). The work focused on three prospects on the Kwademen Zone
(Kwademen, Kwademen-East and Kwademen-South).
· Subsequent to the 2023-24 Financial Year, on 17 July 2024, the
Company announced a 2,000 metre reverse circulation drilling programme
targeting coincident geochemical and geophysical anomalies on the
Beredo-Kiekouyou prospect.
Kalaka (Mali)
· On 9 October 2023, the Company announced the assay results from a 705
metre reverse circulation drilling programme at the Kalaka Project in Mali.
Drill assay results (based on 2m sampling intervals) included:
- 76 m at 0.53 g/t Au (includes 10 metres at 1.16 g/t Au) in hole
KRC_23_005
- 34 m at 0.50 g/t Au in hole KRC_23_006
- 85 m at 0.52 g/t Au in hole KRC_23_007 (includes 12 metres at 1.62
g/t Au to End of the hole)
· On 6 February 2024, the Company announced that it had completed
LeachWELL analysis of 23 samples from 3 of the RC drill holes completed in
2023 at the K1A Prospect at the Kalaka Project in Mali. The work was carried
out to identify if Kalaka's mineralisation would respond to conventional
metallurgical processing. With this positive test-work returning cyanide
("CN") extractable gold of at least 89%, the Company has identified a
potential pathway to advance the project as a bulk volume low grade gold
project.
· Subsequent to the 2023-24 Financial Year, on 7 May 2024 and 17 June
2024, the Company announced the restructure of its ownership interests in the
Kalaka Project in Mali and the Paimasa, Dagma and Dext gold projects in
Nigeria (the "Nigerian Projects"). Following completion of the
restructuring, as announced on 6 June 2024, Panthera's relevant interest in
the Kalaka Project increased from 40% to 85%. Panthera no longer hold any
interests in the Nigerian Projects.
· Subsequent to the 2023-24 Financial Year, on 13 June 2024, the
Company announced the results for bottle roll metallurgical tests on samples
of crushed diamond drill core. These test results showed recoveries between
67% and 88%, a positive result for the coarse size tested (minus 10mm). All
samples tested show relatively fast cyanide leaching with most gold extracted
within 12 hours of leaching.
· Subsequent to the 2023-24 Financial Year, on 9 July 2024, the Company
announced a diamond drilling programme to twin the two historical drill holes
K1AD001 and K1RC003 to verify the historical drill results and provide
material for further metallurgical test work.
Bassala (Mali)
· During the 2023-24 Financial Year, activities comprised mapping and
sampling of new artisanal gold diggings over several zones of potential
mineralisation that had not previously been drill tested by the Company.
Notice of AGM and posting of annual report
The annual general meeting of the Company (the "AGM") will be held at 10.30
a.m. on 20 November 2024 at the offices of Druces LLP, Salisbury House, London
Wall, London, EC2M 5PS.
A copy of the Company's annual report and accounts and notice of AGM
(including an explanatory circular and form of proxy) will shortly be
available on the Company's website, https://pantheraresources.com/
(https://pantheraresources.com/) , and will be posted to the Company's
shareholders on 30 September 2024.
The Company's results and chairman statement, as extracted from the annual
report and accounts, are set out further below.
Chairman's Statement
Dear Shareholder,
During the 2023-24 Financial Year, the Company concentrated its focus on
seeking a resolution to the impasse over permitting of its advanced-stage
Bhukia gold exploration project in Rajasthan, India, while continuing to add
value to our West African gold exploration projects.
The 17 years since the Governments of Rajasthan ("GoR") initially rejected the
Company's rightful application for a Prospecting Licence over the Bhukia gold
deposits has been a very frustrating period for the Company - its board of
directors both past and present, its management and entire team plus all
shareholders and stakeholders. The GoR action and subsequent obfuscations
challenged the Company's strategy and resolve. If permitting would have been
achieved in a timely manner as it legally should have been, in early-2008, the
Company was poised to become a highly valuable, quoted Company with sufficient
funding to proceed to its planned first-phase drill-out (2008-09) on its
initial 6 million ounce gold exploration targets, and commencement of
feasibility studies and application for Mining Lease (2009).
On 27 September 2023, the Company announced that the High Court of Rajasthan
("HCR") had dismissed the Company's writ petition aimed at reinstating its
Prospecting Licence Application over Bhukia. The decision by the HCR follows
an amendment by the GoI to the Mines and Minerals (Development and Regulation)
Act ("MMDR2021") that resulted in the immediate lapse of the preferential
right to a prospecting licence and a subsequent mining lease. The decision
by the HCR adds to the act of expropriation, with the GoI again breaching its
obligations to provide investment protections under the Australia India
Bilateral Investment Treaty ("ABIT" or the "Treaty").
The stated rationale for the above amendment was to clear all pending matters
to allow for all future tenure for gold and all other minerals to be granted
only via the auction route implemented by GoI in 2015.
Considering the decision by the HCR, the Company has commenced a claim against
the GoI for breaches of its obligations under the Treaty through, inter alia,
international arbitration. On 2 January 2024 it was announced that a Notice
of Dispute was submitted to the GoI and following a period of unsuccessful
consultation, a Notice of Arbitration was submitted to the GoI on 26 July
2024. A claim for compensation pursuant to the Treaty will involve an
assessment of the market value of the Bhukia project, which the Company
believes is substantial, ranking as it does among the top undeveloped gold
projects in the world.
To support the claim for damages against the GoI for breaches of its
obligations under the Treaty, the Company has successfully secured US$13.6
million in arbitration financing from Litigation Capital Management. LCM is a
leading global litigation financier with significant expertise in
international arbitration and cross-border disputes, including bilateral
investment treaty claims over mineral resource assets.
In West Africa, the Company will continue its efforts to generate value for
its shareholders whilst being mindful of dilution of the unrealised intrinsic
value of Bhukia.
Our Company's story has been one of interrupted development, with many
instances over the years that might have resulted in resolution of the Bhukia
permitting impasse with GoR. The continuing legal struggles have depreciated
our intrinsic value and led many of our early investors to depart so I thank
those of our early shareholders who have stayed the course, and all new
shareholders that have invested since our AIM admission in December 2017.
Thank you all very much for your continuing support and patience, I am very
confident that real value will flow to the Company because of us aggressively
challenging in the external, international legal framework, the questionable
and spurious actions of GoR (and by default, GoI) over Bhukia.
Once again, I thank the entire Panthera team including especially the
executives, the board of directors and our advisors for their continuing
efforts to achieve what we hope and expect will be, in time, a very positive
outcome for the Company.
Michael Higgins
Non-Executive Chairman
26 September 2024
The audited Annual Report and Financial Statements for the year ended 31 March
2024 will shortly be sent to shareholders and published at:
pantheraresources.com
Group statement of comprehensive income for the year ended 31 March 2024 2024 2023
$ USD $ USD
Continuing operations
Revenue - -
Gross profit - -
Other Income - 12
Arbitration income 1,963,256
Arbitration expenses (1,911,462)
Exploration costs expensed (448,276) (940,028)
Administrative expenses (1,211,418) (1,320,934)
Impairment expense (67,984)
Share of losses in Investment in Associate and Joint Venture (460,889) (896,216)
Loss from operations (2,136,773) (3,118,848)
Investment revenues 3,370 24
Loss on sale of investments - (294)
Loss before taxation (2,133,403) (3,157,436)
Taxation - -
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange differences 6,574 (55,547)
Total comprehensive loss for the year (2,126,829) (3,212,983)
Total loss for the year attributable to:
- Owners of the parent Company (2,120,726) (3,141,084)
- Non-controlling interest (12,677) (16,352)
(2,133,403) (3,157,436)
Total comprehensive income for the year attributable to:
- Owners of the parent Company (2,114,152) (3,196,631)
- Non-controlling interest (12,677) (16,352)
(2,126,829) (3,212,983)
Loss per share attributable to the owners of the parent
Continuing operations (undiluted/diluted) (cents per share) (1.35) (2.54)
Group statement of financial position for the year ended 31 March 2024
2024 2023
$ USD $ USD
Non-current assets
Intangible Assets 1,268,352 1,251,457
Property, plant and equipment 2,337 2,288
Investments 302,969 654,357
1,573,658 1,908,102
Current assets
Trade and other receivables 664,799 65,826
Cash and cash equivalents 281,499 126,275
946,298 192,101
Total assets 2,519,956 2,100,203
Non-current liabilities
Provisions 44,721 42,508
44,721 42,508
Current liabilities
Provisions 15,005 27,160
Trade and other payables 998,736 799,293
Total liabilities 1,058,462 868,961
Net assets 1,461,494 1,231,242
Equity
Share capital 2,288,782 1,721,441
Share premium 24,007,525 22,125,397
Capital reorganisation reserve 537,757 537,757
Other reserves 888,215 980,604
Retained earnings (25,870,016) (23,755,864)
Total equity attributable to owners of the parent 1,852,263 1,609,334
Non-controlling interest (390,769) (378,092)
Total equity 1,461,494 1,231,242
Group statement of changes of equity for the year ended 31 March 2024
Share capital Share Capital re-organisation reserve Other reserves Retained earnings Total equity Non-controlling interest Total
premium
account
$ USD $ USD $ USD $ USD $ USD $ USD $ USD $ USD
Balance at 1 April 2022 1,408,715 20,510,881 537,757 1,117,139 (20,791,957) 2,782,536 (361,740) 2,420,796
Year ended 31 March 2023:
Loss for the year - - - - (3,141,084) (3,141,084) (16,352) (3,157,436)
Foreign exchange differences realised during the year - - - - (55,547) (55,547) - (55,547)
Total comprehensive income for the year - - - - (3,196,631) (3,196,631) (16,352) (3,212,983)
Share options and warrants issued - - - 16,902 - 16,902 - 16,902
Share options and warrants lapsed - - - (124,952) 124,952 - - -
Share options and warrants exercised - - - (107,771) 107,771 - - -
Issue of shares during period 303,319 1,612,747 - - - 1,916,066 - 1,916,066
Exercised share options during period 9,406 97,047 - - - 106,453 - 106,453
Share issuance costs - (95,279) - - - (95,279) - (95,279)
Foreign exchange differences on translation of currency - - - 79,288 - 79,287 - 79,287
Total transactions with owners, recognised directly in equity 312,726 1,614,516 - (136,535) 232,724 2,023,429 - 2,023,429
Balance at 31 March 2023 1,721,441 22,125,397 537,757 980,604 (23,755,864) 1,609,335 (378,092) 1,231,243
Capital re-organisation reserve is the balance of share capital remaining
after the Company purchased all shares in its subsidiary IGPL. Other
reserves is the combined balance of the Share Option Reserve, Unrealised gain
on investments reserve and foreign exchange translation reserve.
Share capital Share Capital re-organisation reserve Other reserves Retained earnings Total equity Non-controlling interest Total
premium
account
$ USD $ USD $ USD $ USD $ USD $ USD $ USD $ USD
Balance at 1 April 2023 1,721,441 22,125,397 537,757 980,604 (23,755,864) 1,609,335 (378,092) 1,231,243
Year ended 31 March 2024:
Loss for the year - - - - (2,120,726) (2,120,726) (12,677) (2,133,403)
Foreign exchange differences realised during the year - - - - 6,574 6,574 - 6,574
Total comprehensive income for the year - - - - (2,114,152) (2,114,152) (12,677) (2,126,829)
Share options and warrants issued - - - 7,871 - 7,871 - 7,871
Share options and warrants lapsed - - - (3,323) - (3,323) - (3,323)
Issue of shares during period 523,606 1,878,019 - - - 2,401,625 - 2,401,625
Exercised share options during period 43,735 186,288 - - - 230,023 - 230,023
Share issuance costs - (182,179) - - - (182,179) - (182,179)
Foreign exchange differences on translation of currency - - - (96,937) - (96,937) - (96,937)
Total transactions with owners, recognised directly in equity 567,341 1,882,128 - (92,389) - 2,357,080 - 2,357,080
Balance at 31 March 2024 2,288,782 24,007,525 537,757 888,215 (25,870,016) 1,852,263 (390,769) 1,461,494
Group statement of cash flows for the year ended 31 March 2024
2024 2023
$ USD $ USD
Cash flows from operating activities
Cash used in operations (1,907,485) (1,847,133)
Income taxes paid - -
Net cash used in operating activities (1,907,485) (1,847,133)
Investing activities
Net expenditures on property, plant and equipment (2,968) -
Acquisition of a subsidiary, net of cash acquired 23,747 -
Additional investment in joint venture (177,516) (23,305)
Net cash used in investing activities (156,737) (23,305)
Financing activities
Proceeds from issue of shares, net of issue costs 2,219,446 1,820,788
Net cash generated from financing activities 2,219,446 1,820,788
Net increase / (decrease) in cash and cash equivalents (126,275) 175,925
Cash and cash equivalents at beginning of year 126,275 175,925
Cash and cash equivalents at end of year 281,499 126,275
The following are the non-cash transactions during the year:
2024 2023
$ USD $ USD
Noncash investing and financing transactions
Settlement of director's fee through issuance of shares 143,604 42,592
Settlement of payables through issuance of shares 86,419 59,971
Issuance of options to advisors in lieu of services 7,871 16,902
Notes to the 2024 Financial Statements (Extract)
1 Material Accounting Information
Group information
Panthera Resources PLC is a public Company limited by shares incorporated
in the United Kingdom. The registered office is Salisbury House, London Wall,
London EC2M 5PS.The Group consists of Panthera Resources PLC and its
subsidiaries, as listed in Note 24.
1.1 Basis of preparation
The Group's and Company's financial statements for the year ended 31 March
2024 have been prepared in accordance with UK adopted international accounting
standards (IFRS) and in accordance with the requirements of the Companies Act
2006.
The financial statements have been prepared on a historical cost basis, except
for the valuation of investments at fair value through profit or loss and any
fair value assessment made upon the acquisition of assets. The principal
accounting policies adopted are set out below.
The functional currency of the Company is British Pounds (£). This is due to
the Company being registered in the U.K and being listed on AIM, a London
based market. Additionally, a large proportion of its administrative and
operative costs are denominated in £.
The financial statements are prepared in United States Dollars ($), which is
the reporting currency of the Group. Monetary amounts in these financial
statements are rounded to the nearest whole dollar. This has been selected to
align the Group with accounting policies of other major gold-producing
Companies, the majority of whom report in $.
As permitted by section 408 of the Companies Act 2006, the Company has not
presented its own statement of comprehensive income and related notes. The
Company's loss for the year was $1,644,348 (2023: loss of $2,461,074).
1.2 Basis of consolidation
The consolidated financial statements comprise the financial statements of
Panthera Resources PLC and its subsidiaries as at 31 March 2024.
Panthera Resources PLC was incorporated on 8 September 2017. On 21 December
2017, Panthera Resources PLC acquired the entire share capital of IGMPL by way
of a share for share exchange. The transaction has been treated as a Group
reconstruction and has been accounted for using the reverse merger accounting
method. This transaction did not satisfy the criteria of IFRS 3 Business
Combinations and therefore falls outside the scope of the standard.
On 26 October 2021, IGMPL acquired Metal Mines India Private Limited by way of
cash and share exchange. The transaction has been treated as an asset
acquisition. This transaction did not satisfy the criteria of IFRS 3
Business Combinations and therefore falls outside the scope of the standard
A controlled entity is any entity Panthera Resources PLC has the power to
control the financial and operating policies of, so as to obtain benefits from
its activities. Details of the subsidiaries are provided in Note 24. The
assets, liabilities and results of all subsidiaries are fully consolidated
into the financial statements of the Group from the date on which control is
obtained by the Group. The consolidation of a subsidiary is discontinued from
the date that control ceases. Intercompany transactions, balances and
unrealised gains or losses on transactions between Group entities are fully
eliminated on consolidation. Accounting policies of subsidiaries have been
changed and adjustments made where necessary to ensure uniformity of the
accounting policies adopted by the Group.
Equity interests in a subsidiary not attributable, directly or indirectly, to
the Group are presented as "non-controlling interests". The Group initially
recognises non-controlling interests that are present ownership interests in
subsidiaries either at fair value or at the non-controlling interests'
proportionate share of the subsidiary's net assets when the holders are
entitled to a proportionate share of the subsidiary's net assets on
liquidation. All other components of non-controlling interests are initially
measured at their acquisition-date fair value. Subsequent to initial
recognition, non-controlling interests are attributed their share of profit or
loss and each component of other comprehensive income. Non-controlling
interests (when applicable) are shown separately within the equity section of
the statement of financial position and statement of comprehensive income.
Associates are entities over which the Group has significant influence but not
control over the financial and operating policies. Investments in associates
are accounted for using the equity method of accounting and are initially
recognised at cost. The Group's share of its associates' post-acquisition
profits or losses is recognised in profit or loss, and its share of
post-acquisition movements in reserves is recognised in other comprehensive
income. The cumulative post-acquisition movements are adjusted against the
carrying amount of the investment. Accounting policies of equity-accounted
investees have been changed where necessary to ensure consistency with the
policies adopted by the Group.
The Group is a party to a joint venture when there is a contractual
arrangement that confers joint control over the relevant activities of the
arrangement to the Group and at least one other party. Joint control is
assessed under the same principles as control over subsidiaries.
The Group accounts for its interests in joint venture in the same manner as
investments in Associates (i.e. using the equity method). Any premium paid
for an investment in a joint venture above the fair value of the Group's share
of the identifiable assets, liabilities and contingent liabilities acquired is
capitalised and included in the carrying amount of the investment in joint
venture. Where there is objective evidence that the investment in a joint
venture has been impaired the carrying amount of the investment is tested for
impairment in the same way as other non-financial assets.
1.3 Going concern
The financial statements have been prepared on a going concern basis. The
group incurred a net loss of $2,133,403 and incurred operating cash outflows
of $1,907,485 and is not expected to generate any revenue or positive outflows
from operations in the 12 months from the date at which these financial
statements were signed. Management indicates that on current expenditure
levels, all current cash held will be used prior to the 12 months subsequent
of the signing of the financial statements.
The Directors are currently in talks with potential investors to secure the
necessary funding to ensure that the Group can continue to fund its operations
for the 12 months subsequent to the date of the signing of the financial
statements. While they are confident that they will be able to secure the
necessary funding, the current conditions do indicate the existence of a
material uncertainty that may cast significant doubt regarding the
applicability of the going concern assumption and the auditors have made
reference to this in their audit report.
The Directors have, in the light of all the above circumstances, a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. Thus, they continue to adopt the going
concern basis of accounting preparing the Group Financial Statements.
1.4 Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, which is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors that makes strategic decisions.
1.5 Fair Value of assets and liabilities
The Group measures some of its assets and liabilities at fair value on either
a recurring or non-recurring basis, depending on the requirements of the
applicable Accounting Standard.
Fair value is the price the Group would receive to sell an asset or would have
to pay to transfer a liability in an orderly (i.e. unforced) transaction
between independent, knowledgeable and willing market participants at the
measurement date.
As fair value is a market-based measure, the closest equivalent observable
market pricing information is used to determine fair value. Adjustments to
market values may be made having regard to the characteristics of the specific
asset or liability. The fair values of assets and liabilities that are not
traded in an active market are determined using one or more valuation
techniques. These valuation techniques maximise, to the extent possible, the
use of observable market data.
To the extent possible, market information is extracted from either the
principal market for the asset or liability (i.e. the market with the greatest
volume and level of activity for the asset or liability) or, in the absence of
such a market, the most advantageous market available to the entity at the end
of the reporting period (i.e. the market that maximises the receipts from the
sale of the asset or minimises the payments made to transfer the liability,
after taking into account transaction costs and transport costs).
For non-financial assets, the fair value measurement also takes into account a
market participant's ability to use the asset in its highest and best use or
to sell it to another market participant that would use the asset in its
highest and best use.
The fair value of liabilities and the entity's own equity instruments
(excluding those related to share-based payment arrangements) may be valued,
where there is no observable market price in relation to the transfer of such
financial instruments, by reference to observable market information where
such instruments are held as assets. Where this information is not
available, other valuation techniques are adopted and, where significant, are
detailed in the respective note to the financial statements.
1.6 Business combinations
Business combinations occur where an acquirer obtains control over one or more
businesses.
A business combination is accounted for by applying the acquisition method,
unless it is a combination involving entities or businesses under common
control. The business combination will be accounted for from the date that
control is attained, whereby the fair values of the identifiable assets
acquired and liabilities (including contingent liabilities) assumed are
recognised (subject to certain limited exceptions).
When measuring the consideration transferred in the business combination, any
asset or liability resulting from a contingent consideration arrangement is
also included. Subsequent to initial recognition, contingent consideration
classified as equity is not remeasured and its subsequent settlement is
accounted for within equity. Contingent consideration classified as an asset
or a liability is remeasured in each reporting period to fair value
recognising any change to fair value in profit or loss, unless the change in
value can be identified as existing at acquisition date.
All transaction costs incurred in relation to business combinations, other
than those associated with the issue of a financial instrument, are recognised
as expenses in profit or loss.
The acquisition of a business may result in the recognition of goodwill or a
gain from a bargain purchase.
Included in the measurement of consideration transferred is any asset or
liability resulting from a contingent consideration arrangement. Any
obligation incurred relating to contingent consideration is classified as
either a financial liability or equity instrument, depending on the nature of
the arrangement. Rights to refunds of consideration previously paid are
recognised as receivables. Subsequent to initial recognition, contingent
consideration classified as equity is not re-measured and its subsequent
settlement is accounted for within equity.
Contingent consideration classified as an asset or a liability is re-measured
each reporting period to fair value through the statement of comprehensive
income, unless the change in value can be identified as existing at
acquisition date.
All transaction costs incurred in relation to the business combination are
expensed to the consolidated statement of comprehensive income.
The Group transferred the non-Indian assets from IGPL to the Company following
the execution of the funding agreement with Galaxy to invest directly in the
equity of IGPL. The transfer was completed on 28 March 2019.
When a business combination is achieved in stages, the Group's previously held
interests in the acquired entity are remeasured to its acquisition-date fair
value and the resulting gain or loss, if any, is recognised in profit or loss.
Amounts arising from interests in the acquiree prior to the acquisition date
that have previously been recognised in other comprehensive income are
reclassified to profit or loss, where such treatment would be appropriate if
that interest were disposed of. During the year, the
Group acquired Maniger Limited, which was previously held as an associate. See
Note 14 for further detail.
1.7 Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from profit as reported in the
consolidated statement of comprehensive income because of items of income or
expense that are taxable or deductible in
other years and items that are never taxable or deductible. The Group's
liability for current tax is calculated using tax rates that
have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying
amounts of assets and liabilities in the consolidated financial statements and
the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary
differences. Deferred tax assets are generally recognised for all deductible
temporary differences to the extent that it is probable that taxable profits
will be available against which those deductible differences can be utilised.
Such deferred tax assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition (other than in
a business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
associated with investments in subsidiaries and associates, and interest in
joint ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests are only
recognised to the extent that it is probable that there will be sufficient
taxable profits against which to utilise the benefits of the temporary
differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each
reporting period and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the period in which the liability is settled or asset is
realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period. The measurement of
deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the Group expects, at the end of the reporting
period, to recover or settle the carrying amount of its assets and
liabilities.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its tax assets and liabilities on a
net basis.
Current and deferred tax for the year
Current and deferred tax are recognised in profit or loss, except when they
relate to items that are recognised in other comprehensive income or directly
in equity, in which case the current and deferred tax are also recognised in
other comprehensive income or directly in equity, respectively. Where current
tax or deferred tax arises from the initial accounting for a business
combination, the tax effect is included for the business combination.
The purchase method of accounting is used for all acquisitions of assets
regardless of whether equity instruments or other assets are acquired. Cost is
measured as the fair value of the assets given up, shares issued, or
liabilities undertaken at the date of acquisition plus incidental costs
directly attributable to the acquisition.
1.8 Revenue recognition
The Group currently is in the exploration and development phase of its assets
and has no directly attributable revenues. For any one-off items transacted,
revenues are recognised at fair value of the consideration received, net of
the amount of value-added tax ("VAT) or similar taxes payable to the taxation
authority. Exchanges of goods or services of the same nature and value
without any cash consideration are not recognised as revenues.
Interest income from a financial asset is recognised when it is probable that
the economic benefits will flow to the Group and the amount of revenue can be
measured reliably. Interest income is accrued on a time basis, by reference to
the principal outstanding and the effective interest rate applicable.
1.9 Payables
A liability is recorded for goods and services received prior to balance date,
whether invoiced to the Group or not. Payables are normally settled within 30
days.
1.10 Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with
financial institutions, other short-term, highly liquid investments with
original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of
changes in value, and bank overdrafts. The Group currently does not utilise
any bank overdrafts.
1.11 Exploration and development expenditure
Exploration and evaluation costs are expensed as incurred. Acquisition costs
will normally be expensed but will be assessed on a case-by-case basis and if
appropriate may be capitalised. These acquisition costs are only carried
forward to the extent that they are expected to be recouped through the
successful development or sale of the area. Accumulated acquisition costs
in relation to an abandoned area are written off in full against profit in the
year in which the decision to abandon the area is made.
Exploration and development assets acquired in a business combination and
recognised separately from goodwill are recognised initially at their fair
value at the acquisition date (which is regarded as their cost). Subsequent to
initial recognition, exploration and development assets acquired in a business
combination are reported at cost, on the same basis as exploration and
development assets that are acquired separately.
The carrying values of acquisition costs are reviewed for impairment when
events or changes in circumstances indicate the carrying value may not be
recoverable.
1.12 Financial Assets
The Group and Company has classified all of its financial assets as loans and
receivables. The classification depends on the purpose for which the financial
assets were acquired. Management determines the classification of its
financial assets at initial recognition.
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are
included in current assets. The Group's loans and receivables comprise trade
and other receivables and cash and cash equivalents in the Statement of
Financial Position.
Loans and receivables are initially recognised at fair value plus transaction
costs and are subsequently carried at amortised cost using the effective
interest method, less provision for impairment.
Impairment of financial assets
The Group assesses, on a forward-looking basis, the expected credit losses
associated with its debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. A financial asset, or a group of financial assets, is
impaired, and impairment losses are incurred, only if there is objective
evidence of impairment as a result of one or more events that occurred after
the initial recognition of the asset (a "loss event"), and that loss event (or
events) has an impact on the estimated future cash flows of the financial
asset, or group of financial assets, that can be reliably estimated.
The criteria that the Group and Company uses to determine that there is
objective evidence of an impairment loss include:
· significant financial difficulty of the issuer or obligor;
· a breach of contract, such as a default or delinquency in
interest or principal repayments.
The amount of the loss is measured as the difference between the asset's
carrying amount and the present value of estimated future cash flows
(excluding future credit losses that have not been incurred), discounted at
the financial asset's original effective interest rate. The asset's carrying
amount is reduced, and the loss is recognised in the profit or loss.
For trade receivables, the Group applies the simplified approach permitted by
IFRS 9, which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
If, in a subsequent year, the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the impairment
was recognised (such as an improvement in the trade and other receivables
credit rating), the reversal of the previously recognised impairment loss is
recognised in the Statement of Comprehensive Income.
1.13 Impairment of assets
At each reporting date, the Group reviews the carrying values of its tangible
and intangible assets to determine whether there is any indication that those
assets have been impaired. If such an indication exists, the recoverable
amount of the asset, being the higher of the asset's fair value less costs to
sell and value in use, is compared to the asset's carrying value. Any excess
of the asset's carrying value over its recoverable amount is expensed to the
income statement.
Impairment testing is performed annually for goodwill and intangible assets
with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual
asset, the Group estimates the recoverable amount of the cash-generating unit
to which the asset belongs.
1.14 Foreign currency transactions and balances
Transactions and balances
Foreign currency transactions are translated into functional currency using
the exchange rates prevailing at the date of the transaction. Foreign currency
monetary items are translated at the year-end exchange rate. Non-monetary
items measured at historical cost continue to be carried at the exchange rate
at the date of the transaction. Non-monetary items measured at fair value are
reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are
recognised in the income statement, except where deferred in equity as a
qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are
recognised directly in equity to the extent that the gain or loss is directly
recognised in equity; otherwise the exchange difference is recognised in the
income statement.
Group companies
The financial results and position of foreign operations whose functional
currency is different from the Group's presentation currency are translated as
follows:
- assets and liabilities are translated at year-end exchange rates
prevailing at that reporting date;
- income and expenses are translated at average exchange rates for the
period; and
- equity and retained earnings balances are translated at the exchange rates
prevailing at the date of the transaction.
1.15 Employee benefits
A liability is recognised for benefits accruing to employees in respect of
wages and salaries, annual leave, long service leave, and sick leave when it
is probable that settlement will be required and they are capable of being
measured reliably.
Liabilities recognised in respect of employee benefits expected to be settled
within 12 months are measured at their nominal values using the remuneration
rate expected to apply at the date of settlement.
Liabilities recognised in respect of employee benefits which are not expected
to be settled within 12 months are measured as the present value of the
estimated future cash outflows to be made by the Group in respect of services
provided to employees up to reporting date.
1.16 Value-Added Tax (VAT) and similar taxes
Revenues, expenses and assets are recognised net of the amount of VAT or
similar tax, except where the amount of tax incurred is not recoverable from
the relevant taxing authority. In these circumstances the tax is recognised as
part of the cost of acquisition of the asset or as part of an item of the
expense. Receivables and payables in the consolidated statement of financial
position are shown inclusive of tax.
1.17 Provisions
Provisions are recognised when the Group has a legal or constructive
obligation, as a result of past events, for which it is probable that an
outflow of economic benefits will result and that outflow can be reliably
measured.
1.18 Property, plant and equipment
Each class of plant and equipment is carried at cost less, where applicable,
any accumulated depreciation and impairment losses.
Plant and equipment are measured on the cost basis less depreciation and
impairment losses. The carrying amount of plant and equipment is reviewed
annually by Directors to ensure it is not in excess of the recoverable amount
from these assets.
All other repairs and maintenance are charged to the income statement during
the financial period in which they are incurred.
The depreciable amount of all fixed assets is depreciated on a diminishing
value basis over the asset's useful life to the consolidated Group commencing
from the time the asset is held ready for use.
Class of Fixed
Asset
Depreciation rate
Property Plant and
Equipment 10% - 50%
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at each Statement of financial position date.
An asset's carrying amount is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the
carrying amount. These gains or losses are included in the income statement.
1.19 Financial assets at fair value through other comprehensive
income
Financial assets at fair value through other comprehensive income are
non-derivative financial assets that are either not capable of being
classified into other categories of financial assets due to their nature or
they are designated as such by management.
They comprise investments in the equity of other entities where there is
neither a fixed maturity nor fixed or determinable payments and the intention
is to hold them for the medium to long term.
They are subsequently measured at fair value with any re-measurements other
than impairment losses and foreign exchange gains and losses recognised in
Reserves. When the financial asset is derecognised, the cumulative gain or
loss pertaining to that asset previously recognised in Reserves is
reclassified into profit or loss.
The financial assets are presented as non-current assets unless they matured,
or the intention is to dispose of them within 12 months of the end of the
reporting period.
1.20 Share Capital, share premium, capital reorganisation reserve
and other reserves
Ordinary shares are classified as equity. Ordinary shares are recognised at
par value and classified as "share capital" in equity.
Any amounts received from the issue of shares in excess of par value is
classified as "share premium" in equity.
Capital reorganisation reserve relates to share exchange with the shareholders
of IGP in FY2018. There has been no movement in the reserve since that date.
Refer to Note 20. Other reserves relates to the share option reserve. Refer to
Note 1.21 and 26.
1.21 Share-based payments
The Group operates equity-settled share-based payment option schemes. The
fair value of the options to which employees become entitled is measured at
grant date and recognised as an expense over the vesting period, with a
corresponding increase to an equity account. The fair value of options is
ascertained using a Black-Scholes pricing model which incorporates all market
vesting conditions. The number of options expected to vest is reviewed and
adjusted at the end of each reporting date such that the amount recognised for
services received as consideration for the equity instruments granted shall be
based on the number of equity instruments that eventually vest.
1.22 Arbitration income and expense
Arbitration income
Arbitration income, provided by litigation funders, is recognised as income
when a claim is made against the Arbitration funding agreement. This
recognition occurs at the point when the claim is formally raised and meets
the criteria specified in the funding agreement.
Arbitration expenses
Arbitration expenses, which are funded from claims, are recognised as expenses
when a claim is raised. The recognition of these expenses coincides with the
formal initiation of a claim, reflecting the principle of matching expenses
with the related income.
Both arbitration income and expenses are recorded on an accrual basis to
ensure proper matching of revenues and expenses in the period in which they
occur, regardless of when cash is received or paid.
1.23 Critical accounting estimates and judgements
The Directors evaluate estimates and judgments incorporated into the financial
statements based on historical knowledge and best available current
information. Estimates assume a reasonable expectation of future events and
are based on current trends and economic data, obtained both externally and
within the Group.
Key estimates - Impairment of the carrying value of investments &
financial assets
The Group assesses impairment at the end of each reporting period by
evaluating the conditions and events specific to the Group that may be
indicative of impairment triggers. Recoverable amounts of relevant assets are
reassessed using value-in-use calculations that incorporate various key
assumptions.
Management makes judgements in respect of the carrying value of their
investments both at a group and Company level. In undertaking this exercise
management make estimations in respect of the projected success of the
associates projects at the period end based on the information available at
that time including, but not limited to, the financing available to the
associate to pursue its projects. At the year end they consider the best
estimate of the carrying value of the associate to be same at both a Group and
Company level. Refer to Note 14 for additional information.
Key estimates - Intangible exploration assets and legal rights to licence
recorded at costs on acquisition
The costs incurred to acquire legal rights to exploration licences are
recognised at costs. When the acquisition of an entity does not qualify as a
business, the Directors consider the excess of the consideration over the
acquired assets and liabilities is attributed to the costs of the licence and
capitalise these as exploration and evaluation assets. These assets are
subject to periodic impairment reviews which require management estimation and
judgement. Refer to Note 12 for information on these judgements.
Key estimates - Estimated fair value of share-based payments
The fair value of share-based payments is determined as the value of services
provided or the contracted amount. Options and warrants issued are valued
using the Black-Scholes pricing model using the Company's share price, and the
gold ETF volatility index. Refer to Note 21 and 22 for additional
information.
Key estimates - Assessment of level of control in joint venture and associate
The assessment of the level of control over the joint venture and associate is
a key judgement. For the joint venture this has been determined based on the
agreed management committee representation pursuant to the applicable
agreement. Refer to Note 14 for additional information.
Key estimates - Estimated acquisition fair value of net assets of Maniger
Limited
The fair value of Maniger's identifiable net assets on acquisition date is
measured using the fair value of the Group's interest in Maniger. When
removing intercompany loans, Maniger's net liabilities of $16,895 was acquired
for $nil consideration. As acquiring net liabilities, management have
considered that the fair value of the assets acquired is equal to the book
value in the absence of a formal valuation. The additional $16,895 has been
allocated to the exploration intangible asset which represents the value of
the licences held by Maniger. All other net assets are valued at book value on
the date of acquisition. Refer to Note 14 for additional information.
2 Adoption of new and revised standards and changes in
accounting policies
2.1 New standards, interpretations and amendments effective from
1 January 2023
In the current year, the Group has considered a number of amendments to IFRS
that are mandatorily effective for an accounting period that begins on or
after 1 January 2023. The following amendments are effective for the period
beginning 1 January 2023:
· IFRS 17 Insurance Contracts;
· Disclosure of Accounting Policies (Amendments to IAS 1
Presentation of Financial Statements and IFRS Practice Statement 2 Making
Materiality Judgements);
· Definition of Accounting Estimates (Amendments to IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors);
· Deferred Tax related to Assets and Liabilities arising from a
Single Transaction (Amendments to IAS 12 Income Taxes); and
· International Tax Reform - Pillar Two Model Rules (Amendment to
IAS 12 Income Taxes) (effective immediately upon the issue of the amendments
and retrospectively).
Their adoption has not had any material impact on the disclosures or on the
amounts reported in these financial statements.
2.2 Standards and interpretations not yet effective
There are a number of standards, amendments to
standards and interpretations which have been issued by the IASB that
are effective in future accounting periods that the Group has decided not to
adopt early.
Standard/Interpretation Effective Date Years beginning on or after Expected Impact
IFRS 16 Leases (Amendment - Liability in a Sale and Leaseback) January 1, 2024 Unlikely there will be a material impact
IAS 1 Presentation of Financial Statements (Amendment - Classification of January 1, 2024 Unlikely there will be a material impact
Liabilities as Current or Non-current)
IAS 1 Presentation of Financial Statements (Amendment - Non-current January 1, 2024 Unlikely there will be a material impact
Liabilities with Covenants)
IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures January 1, 2024 Unlikely there will be a material impact
(Amendment - Supplier Finance Arrangements)
IAS 21 The Effects of Changes in Foreign Exchange Rates (Amendment - Lack of January 1, 2025 Unlikely there will be a material impact
Exchangeability)
Contacts
Panthera Resources PLC
Mark Bolton (Managing
Director)
+61 411 220 942
contact@pantheraresources.com
Allenby Capital Limited (Nominated Adviser & Joint
Broker) +44 (0) 20 3328 5656
John Depasquale / Vivek Bhardwaj (Corporate
Finance)
Guy McDougall / Kelly Gardiner (Sales & Corporate Broking)
Novum Securities Limited (Joint
Broker)
+44 (0) 20 7399 9400
Colin
Rowbury
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Qualified Person
The technical information contained in this disclosure has been read and
approved by Ian S Cooper (BSc, ARSM, Fausi MM, FGS), who is a qualified
geologist and acts as the Qualified Person under the AIM Rules - Note for
Mining and Oil & Gas Companies. Mr Cooper is a geological consultant to
Panthera Resources PLC.
UK Market Abuse Regulation (UK MAR) Disclosure
The information contained within this announcement is deemed by the Company to
constitute inside information for the purposes of Regulation 11 of the Market
Abuse (Amendment) (EU Exit) Regulations 2019/310. Upon the publication of this
announcement via a Regulatory Information Service ("RIS"), this inside
information is now considered to be in the public domain.
Forward-looking Statements
This news release contains forward-looking statements that are based on the
Company's current expectations and estimates. Forward-looking statements are
frequently characterised by words such as "plan", "expect", "project",
"intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other
similar words or statements that certain events or conditions "may" or "will"
occur. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause actual events or results to
differ materially from estimated or anticipated events or results implied or
expressed in such forward-looking statements. Such factors include, among
others: the actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans continue to be
refined; possible variations in ore grade or recovery rates; accidents, labour
disputes and other risks of the mining industry; delays in obtaining
governmental approvals or financing; and fluctuations in metal prices. There
may be other factors that cause actions, events or results not to be as
anticipated, estimated or intended. Any forward-looking statement speaks only
as of the date on which it is made and, except as may be required by
applicable securities laws, the Company disclaims any intent or obligation to
update any forward-looking statement, whether as a result of new information,
future events or results or otherwise. Forward-looking statements are not
guarantees of future performance and accordingly, undue reliance should not be
put on such statements due to the inherent uncertainty therein.
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