Strategic Report

 

Results

 

The loss for this year after taxation was £952,896 (2021: £126,269) and at company level £977,846 (2021: £190,748).

 

Review of the Business and Operations

 

Key operational milestones achieved during the year to 31 December 2022

 

Canada

·      On 18 January 2022 the Company announced the discovery of a volcanogenic massive sulphide ("VMS") mineral system on the Obonga Project. This was a very significant development for Panther.

·      On 24 January 2022 the Company announced drill core assay results from the diamond drill hole PD-DL21-01 at the 100% owned Dotted Lake property in the Hemlo region, of Ontario. Subsequent assay results show widely dispersed gold mineralisation to 172m downhole depth, with subsequent assay results extending this gold dispersal down to 391m.

·      On 22 March 2022 the Company announced the acquisition of thirteen single cell mining claims to provide coverage for the interpreted eastward strike extension side of the Awkward intrusive conduit target at the Awkward Prospect the Obonga greenstone belt.

·      On 7 April 2022 the Company announced the signing of a sale agreement (the "Agreement") for the transfer of 128 mining claim ("Claims"), constituting the Company's Big Bear Project ("Big Bear") located on the Schreiber-Hemlo Greenstone Belt. Under the terms of the agreement the Company's Canadian subsidiary Panther Metals (Canada) Limited has agreed to transfer the Claims and associated information to Fulcrum Metals (Canada) Ltd., the Canadian subsidiary of Fulcrum Metals Limited ("Fulcrum") an Irish registered company which is seeking an initial public offering ("IPO") on the AIM Market of the London Stock Exchange Group PLC.

o  As consideration for the sale upon Fulcrum IPO Panther will be issued with; 20% of the entire issued share capital in Fulcrum as Consideration Shares; a payment of £200,000 and the grant of a 2% net smelter return ("NSR") royalty. The Agreement is conditional upon, inter alia, Fulcrum being admitted to trading on the AIM Market of the London Stock Exchange Group PLC.

o  The sale will supplement Panther's Dotted Lake property through indirect exposure to early-stage gold and base metal exploration over a further four properties on the Schreiber-Hemlo Greenstone Belt; with an additional two properties on the Dayohessarah Lake Greenstone and the Michipicoten Greenstone Belt; whilst diversifying commodity exposure through Fulcrum's two uranium exploration properties in the vicinity of the Athabasca Basin in Saskatchewan.

·      On 7 April 2022 the Company announced that it had entered into an option and sale and purchase agreement with Shear Gold Exploration Corporation to purchase a substantial claim holding including the West Limb and Glass Reef gold properties, on the Eagle - Manitou Lakes Greenstone Belt (the "Agreement").The Shear Gold Project covers a total area of approximately 98km² and is located within the gold endowed Kenora Mining District, approximately 300km east of Thunder Bay and equidistant between the towns of Fort Frances and Dryden in north-western Ontario, Canada.  The terms of the Agreement are set out below.

o  A cash consideration of $11,325 Canadian dollar ("CAD$") has been paid to Shear Gold Exploration Corporation in order to secure the option and sale and purchase agreement.

o  Panther has committed to a minimum spend commitment of CAD$325,000 to be expended over years one and two; and a further CAD$400,000 to be expended between the second and fourth annual anniversaries of the Agreement. Any excess spend in years one and two can be offset against expenditure in years three and four.

o  Grant to Shear Gold a NSR royalty of 2% over the 32 multicell mining claims (the "Shear Claims") covered in the Agreement. Panther can elect to purchase 50% of the NSR (reducing the remaining royalty to 1%) for the sum CAD$1M at any time.

o  Panther Metals PLC can elect at any time to purchase the Shear Claims outright through a payment of CAD$250,000 to Shear Gold.

·      On 21 April 2022 the Company announced the receipt of four Exploration Permits for the Big Bear Project located in the townships of Priske and Strey on the Schreiber-Hemlo Greenstone Belt in northern Ontario.  The Temporary Hold which had been in place over Exploration Permit Applications had been lifted allowing the permits to be awarded. The Exploration Permits allow activities including diamond drilling, trenching, stripping, ground geophysics, trail cutting, and exploration camp set-up and are effective for a period of three years to 13 April 2025.

·      On 26 April 2022 the Company announced it had submitted an Exploration Permit Application (PR-22-000116) for an additional three drill prospects at the Company's Obonga Project located on the Obonga Greenstone Belt. The application submitted in collaboration with Broken Rock Resources Lt" ("Broken Rock") concerns planned work within 45 Single Cell Mining Claim ("Claims") in the Puddy Lake administrative area.

·      On 21 July 2022 the Company announced the grant of Exploration Permit application PR-22-000116 for three drill prospects at the Company's Obonga Project ("Obonga") located on the Obonga Greenstone Belt in northern Ontario. The application was submitted in collaboration with Broken Rock Resources Ltd, and concerns planned work within 45 Single Cell Mining Claim ("Claims") in the Puddy Lake administrative area. The application covers diamond core drilling of up to 10 holes and associated down-hole electromagnetic geophysics surveys spread across three named prospects: Silver Rim; Ottertooth; and Survey, which are respectively located in the north, centre-east and centre-west of the Obonga area.  The three prospects are targeting volcanogenic massive sulphide base metal mineralisation and intrusion related nickel in association with compelling, coincident, geophysical anomalies and historical work results.

·      On 13 September 2022 the Company provided a technical update for the Dotted Lake Property with regards to the potential for ultramafic intrusive hosted nickel mineralisation.  Dotted Lake is located on the north-eastern arm of the Schreiber/Hemlo greenstone belt to the north of the Dotted Lake intrusive batholith. A recent study incorporating the findings of Panther's airborne geophysics survey and the 2021 soil geochemistry survey 2 with recently digitised historical exploration data has defined a new area, in the northeast of the property, which is considered very prospective zone for nickel (Ni) mineralisation (the "Ni Target") and which is underlain by an ultramafic intrusive complex.

·      On 21 September 2022 the Company outlined the positive findings from a gold focussed soil geochemical sampling programme conducted on the recently acquired Shear Gold - Manitou Lakes Project.  All three soil survey grids conducted during this first programme have identified anomalous areas of gold in soil with a significant proportion of the results (>17%) returning highly significant gold in soil anomalies above 0.01 ppm Au. A total five soil samples returned standout, highly anomalous assay results ranging between 1.254 ppm Au up to 6.81 ppm Au, equivalent to 1.254 g/t Au and 6.81 g/t Au respectively, these have been designated priority targets for investigation.

·      On 18 October 2022 the Company announced the commencement of a follow-up soil geochemical sampling programme in the Barker area of the Manitou Lakes Project designed to test the strike extent of mineralisation following the discovery of anomalous and high-grade gold in soils. On 1 December 2022 the Company updated that this follow-up soil programme has successfully delineated a further 300m strike extent of linear anomalous and high-grade gold in soils at the Barker prospect area.  These results, in addition to the results announced 21 September 2022 extend the north-northwest trending gold in soil anomaly at Barker to 700m with the mineralised ground remaining open along strike in both directions, with the historical workings of the Barker Bros. Mine situated a further 200m south of the enlarged gold target.  The gold anomaly is coincident with a mapped shear structure and is parallel to electromagnetic and magnetic geophysics anomalies identified by regional and historical geophysical datasets. The soil survey results effectively extended the area of interest for the planned induced polarisation ("IP") geophysics survey work and future drill target planning which are the subject of current exploration permit applications.

 

Corporate and Financial Highlights

 

The start of 2022 has witnessed several corporate actions by the Company as the business positions itself to exploit the remarkable team and network it has developed.  Panther now moves into a period of development that will see a major upturn in work across its entire portfolio of assets.

 

Fundraising Activity

 

The Company successfully raised £1,523,915 in the year ended 31 December 2022 through a combination of issuing new shares and warrant conversions.

 

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

 

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

 

On 18 August 2022, the Company announced the Placing and admission of 20,872,726 ordinary shares at a price of 5.5 pence per Placing Share in raising gross proceeds of £1,148,000.  The admission of those shares took place on 18 August 2022.

 

Corporate Matters

 

On 29 April 2022, the Company published the audited results for the year ended 31 December 2021. A copy of the 2021 Annual Report was submitted to the National Storage Mechanism and is available to the public for inspection at: ttps://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism

 

The Annual General Meeting ("AGM") of the Company was held on 9 June 2022, at which all resolutions were duly passed.

 

36.61% investment in Panther Metals Limited

 

Panther Metals Limited commenced trading on the Australian Securities Exchange ('ASX') on 10 December 2021 following the completion of its oversubscribed $5m IPO, which capitalised it at AUD$10.9m. As at 31 March 2023 the market capitalisation was AUD$6.55M.

 

The ASX listing provided the Australian projects with the necessary capital to advance drill-ready targets focused on nickel and gold (within the Tier 1 Mining Districts of Laverton WA and in the NT). Panther Metals Limited Annual Report for the year ended 31 December 2022 and post year end trading updates are available on its website at https://www.panthermetals.com.au . A summary of activity during the year ended 31 December 2022 is below

 

·      On 28 February 2022, the Company announced the first drilling results of a planned 6,000m reverse circulation ("RC") infill drilling programme for the Coglia Nickel-Cobalt Project located approximately 60km southeast of the town of Laverton in Western Australia. The initial results from the first five RC drill holes on the project included high-grade nickel and cobalt intercepts in all holes. A new zone of mineralisation was discovered outside the previous Exploration Target and additional drill holes were added to the programme to test extensions to the new mineralised zone.  Further assay results for drill holes CGRC005 to CGRC005020 and CGRC 031 to CGRC040 were announced 23 March 2022, with the final and highest-grade batch of Coglia results announced 12 May 2022.

·      On 3 May 2022, the Company announced the completion of the Panther Australia 38 hole, 2,500m, RC drilling programme at the Eight Foot Well Gold Prospect and the drill rig was moving to the Burtville East Gold Prospect.

·      On 12 May 2022, the Company announced the final batch of assay results from the Coglia drill programme, these included: 19m at 1.19% Ni from 60m, including 8m at 2.10% Ni from 63m, with a new highest peak intercept of 1m at 3.97% Ni from 64m, and 5m at 2,592ppm Co from 62m, including 2m at 5,105ppm Co from 64m, with an extraordinary new highest peak of 1m at 7,900ppm Co from 64m (hole CGRC054); and 24m at 0.92% Ni from 56m, including 1m at 1.20% Ni from 62m, and 24m at 646ppm Co, including 7m at 1,260ppm Co from 59m, with a peak of 1m at 3,090ppm Co from 69m (hole CGRC041).

·      On 27 June 2022, following the completion of the 61-hole RC infill drill programme Panther Australia published a JORC Code (2012) compliant Inferred Mineral Resource estimate ("MRE") (Table 1) and revised Exploration Target (Table 2) for the Coglia Nickel-Cobalt project. The MRE and revised Exploration Target was based on the 2022 RC drilling results and on historical drilling conducted between 2001-2003 and in 2018.

 

Table 1: Coglia Nickel-Cobalt Inferred Mineral Resource Estimate at a 0.5% Nickel Grade Cut-Off ^#

 

0.5% Ni cut-off	Tonnes	Ni %	Co ppm	Ni tonnes	Co tonnes
Domain North	25,800,000	0.7	360	186,000	9,300
Domain South	44,800,000	0.6	510	290,000	22,900
Total Inferred Resources	70,600,000	0.7	460	476,000	32,200
# See Panther Australia ASX announcement of 27 June 2022 Table 1 for further details. Some errors may occur due to rounding.

 

Table 2: New Coglia Nickel-Cobalt Southern JORC Code (2012) Exploration Target*

 

Tonnage Range	Grade Range Nickel %	Grade Range Cobalt ppm
34,000,000 - 62,000,000	0.40 - 0.65	400 - 600
* The potential quantity and grade of an Exploration Target is conceptual in nature. There has been insufficient exploration to estimate a Mineral Resource and there is no certainty that further exploration work will result in the determination of Mineral Resources.

 

·      On 14^th July 2022 the Company provided an update for the Burtville East Gold Project and Eight Foot Well prospect in Western Australia detailing very high-grade gold drill intercepts and visible gold in RC drilling chips

·      RC drillhoIBVE006 returns new shallow high grade gold zone composite of 15m @ 53.94g/t Au from 27m downhole, including individual intersections of: 1m @ 79.90g/t Au from 27m; 1m @ 478.00g/t Au from 28m; 1m @ 125.50g/t Au from 34m; and 1m @ 43.80g/t Au from 35m.

·      Visible gold panned from sample chips from drill BVE006.

·      RC Drillhole BVE002 returned an assay of 1m at 73.30g/t Au from 93m downhole.

·      Peak grab sample of 21.70g/t Au (BE01CP) and follow up drill planning to commence for the Burtville East Gold Project.

·      On 29 September 2022 the Company announced the results of the second phase drill programme at the Burtville East Gold Project consisting of 6 RC drillholes totalling 577m drilled and 2 diamond core holes for a total 147m drilled. The drilling returned further high-grade gold RC drilling downhole intercepts including:

·      Hole BVE007: 7m @ 3.69g/t Au from 61m; and 12m @ 1.24g/t Au from 88m, including   1m @ 4.80g/t Au from 95m

·      Hole BVE009: 4m @ 17.2g/t Au from 90m, including 1m @ 62.8g/t Au from 91m; and 1m @ 1.61g/t from 84m

·      Hole BVE010:  7m @ 1.17g/t Au from 75m, including 1m @ 3.47g/t Au from 80m

·      On 8 December 2022 a further update was provided that multiple new gold-bearing quartz lodes confirmed by drilling, new geological interpretation opens opportunity for significant exploration upside, mineralisation remains open and potentially broadens at depth and along strike. Detailed historic surface geochemistry highlights 800m long anomalous NW-SE strike potential. Significant diamond drill hole downhole intercepts include:

·      BVEDD002: 14.6m @ 2.32g/t Au from 37.4m

·      BVEDD001: 0.3m @ 21.4g/t Au from 48.4m (visible gold noted)

 

The following sections of the review focus on the developments in Canada, the primary geographic segment of the Group:

 

Operational Review

 

Canada

 

The ongoing COVID-19 pandemic and related restrictions on travel into Ontario continued to impact on exploration staffing, permitting and logistics across the sector.  However, with a growing local network of contractors, Panther was able to progress work across the Canadian properties.

 

Big Bear Gold Project

 

Overview

The acquisition of various prospects in 2018 and 2019 consolidated previously fragmented areas into the wider Big Bear umbrella project, priming Panther Metals for extensive and comprehensive exploration in the area. A total of 253 geophysical anomalies have been identified, with 39 designated for priority investigation. Gold in soil anomalies have been identified in five areas, ranging up to 0.71g/t Au, extending up to 250m wide and open along strike. Gold bearing quartz veins have been outlined within seven separate areas (two with rock and vein samples grading 1g/t to 5 g/t Au, four with quartz vein sample assays above 5g/t Au, and two quartz samples collected at 50m separation on an east-west trending vein open in both directions returning 105.5g/t Au and 112g/t Au respectively).

 

The Little Bear Lake and Schreiber prospects are of particular interest to the Company: historic work programmes in 2010 and 2011 targeted an intense magnetic response from both. Assays yielded from the 1.6km long gold trend included 6m at 1.5g/t Au, up to 53.7g/t Au and 19.25 g/t Ag in rock chip and 18.2g/t Au and 1.03g/t Ag in soil. Historical bulk sampling reported 150t averaging 17.6g/t Au, while historical drill intersections include 0.55m at 19.2% Zn and 4.6% Cu from 15.2m depth.

 

Work conducted in 2022

 

No fieldwork was undertaken at Big Bear during the first half of 2022. Due to the winter snow cover and the Exploration Permit Applications being put on Temporary Hold by the issuing authorities, only desk based technical work was conducted. The Temporary Hold order had been in place since the last two of Exploration Permit Applications were lodged in May 2021, this order was lifted in April and all four Exploration Permits Applications were subsequently awarded (PR-21-000140, Big Duck Creek Project, PR-20-000052 Big Bear North Project, PR-20-000054 Big Bear West Project, and PR-20-000055 Big Bear East Project), as announced 21 April 2022.

 

The Exploration Permits allow activities including diamond drilling, trenching, stripping, ground geophysics, trail cutting, and exploration camp and are effective for a period of three years to 13 April 2025 as summarised in the table below.

 

Table 3: Permitted Activities for Big Bear Project Exploration Permits Awarded April 2022

 

Exploration Permit Number	Project Name (claim numbers included)	Expiry Date	Permitted Activities
PR-21-000140	Big Duck Creek Project   (546085, 566379)   northern Big Bear Project	13 April 2025	·   Mechanised Drilling (up to 19 diamond core drill holes), ·   Line Cutting (8,000m), ·   Ground Geophysics (Electromagnetics ("EM"), Induced Polarisation ("IP"), Resistivity) up to 15 line/km, ·   Pitting and Trenching (up to 24 pits/trenches). ·   Exploration camp for up to 10 persons.
PR-20-000052	Big Bear Project - North   (546085, 566379, 571638)	13 April 2025	·   Mechanised Drilling (up to 5 diamond core drill holes), ·   Mechanised stripping (125m2) ·   Line Cutting (2,000m), ·   Ground Geophysics ( IP), ·   Pitting and Trenching (up to 5 pits/trenches). ·   Exploration camp for up to 6 persons.
PR-20-000054	Big Bear Project - West   (140258, 141544, 145842, 146218, 174809, 174810, 174811, 192267, 192268, 241122, 277831, 277832, 288061, 308268, 315504, 327866, 336359, 554099, 554100, 556514, 557198, 563083, 566293)	13 April 2025	·   Mechanised Drilling (up to 10 diamond core drill holes), ·   Mechanised stripping (500m2) ·   Line Cutting (10,000m), ·   Ground Geophysics (IP), ·   Pitting and Trenching (up to 15 pits/trenches). ·   Exploration camp for up to 6 persons.
PR-20-000055	Big Bear Project - East   (565926, 566292, 566390, 566391, 566392, 571621, 571637)	13 April 2025	·   Mechanised Drilling (up to 5 diamond core drill holes), ·   Mechanised stripping (200m2) ·   Line Cutting (10,000m), ·   Ground Geophysics ( IP), ·   Pitting and Trenching (up to 10 pits/trenches). ·   Exploration camp for up to 6 persons.

 

On 7 April 2022 the Company announced the signing of a sale agreement (the "Agreement") for the transfer of 128 mining claims ("Claims") constituting the Big Bear Project. Under the terms of the agreement the Company's Canadian subsidiary Panther Metals (Canada) Limited has agreed to transfer the Claims and associated information to Fulcrum Metals (Canada) Ltd., the Canadian subsidiary of Fulcrum Metals Limited ("Fulcrum") an Irish registered company which is seeking an initial public offering ("IPO") on the AIM Market of the London Stock Exchange Group PLC.

 

As consideration for the sale upon Fulcrum IPO Panther will be issued with; 20% of the entire issued share capital in Fulcrum as Consideration Shares; a payment of £200,000 and the grant of a 2% net smelter return ("NSR") royalty. The Agreement is conditional upon, inter alia, Fulcrum being admitted to trading on the AIM Market of the London Stock Exchange Group PLC.

 

The sale will supplement Panther's Dotted Lake property through indirect exposure to early-stage gold and base metal exploration over a further four properties on the Schreiber-Hemlo Greenstone Belt; with an additional two properties on the Dayohessarah Lake Greenstone and the Michipicoten Greenstone Belt; whilst diversifying commodity exposure through Fulcrum's two uranium exploration properties in the vicinity of the Athabasca Basin in Saskatchewan.

 

On 10 February 2023 the Company noted that Fulcrum Metals PLC announced the successful pricing of and conditional placing (the "Placing") of 17,142,857 Shares at 17.5 pence per ordinary share (the "Placing Price") to raise gross proceeds of approximately £3 million.

 

Fulcrum's Admission to AIM and dealings in its ordinary shares on the AIM market of the London Stock Exchange plc commenced at 8:00am on 14 February 2023 ("Admission")"under the TIDM FMET with a market capitalisation at the Placing Price of £8.725million. 

 

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

 

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

 

Dotted Lake Project

 

Overview

Panther Metals acquired the Dotted Lake Project in July 2020, it is situated approximately 1km from Barrick Gold's renowned Hemlo Gold Mine. An extensive soil programme conducted in 2021 identified numerous gold and base metal targets, all within the same geological footprint as Hemlo. Following the reopening of a historical trail providing direct access to the target location, an initial drilling programme, consisting of a single 402m deep hole drilled in Autumn 2021 confirmed the presence of gold mineralisation within this system with anomalous gold continuing along strike and present within the surrounding area. The initial objective of this drill hole was to build an understanding of the stratigraphy linked to the Company's airborne geophysics survey and trench sample anomalies, finding gold mineralisation widely dispersed in this hole was considered very encouraging, given the context of the wider prospective Hemlo region.

 

Work conducted in 2022

 

The first batch of encouraging assay results for the first 174m of core from the Dotted Lake drill hole were announced on 24^th January 2022; showing in total eight separate intervals of gold mineralisation, with four separate gold bearing intervals above 1.0g/t Au intersected between 47m and 158m down hole depth:

 

o  Four sample intervals > 1g/t Au:

0.9m @ 1.73 g/t Au from 47.3m

1m @ 1.05 g/t Au from 122.2m

1m @ 1.59 g/t Au from 136.2m 

1m @ 1.04t Au from 158.2m

 

o  Eight Intersections >0.57g/t Au, including two 2m wide composites:

2m @ 0.87 g/t Au from 122.2m ( inc. 1m @ 1.05 g/t Au from 122.2m)

2m @ 0.96 g/t Au from 158.2m ( inc. 1m @ 1.04 g/t Au from 158.2m)

 

The remaining assay results were received during May 2022, a single intersection of 1.1m @ 1.4 g/t Au from 228.3m (inc. 0.5m @ 2.57 g/t Au from 228.3m) was noted, in addition to seven discrete low level (0.11g/t Au to 0.31g/t Au) 1m wide gold intersections between 200m to 391m downhole depth.

 

Preliminary analysis of the drill assay results points to an orogenic gold signature with a strong correlation between zones of shearing or strong foliation, alteration and sulphide bearing quartz veinlets. Disseminated sulphides are also noted.  Importantly the results of the drilling tie in well with structures interpreted from Panther's geophysics survey and with the highly anomalous results of the soil geochemical survey to the west of the drill collar.

 

On 13 September 2022 the Company provided a technical update for the Dotted Lake Property with regards to the potential for ultramafic intrusive hosted nickel mineralisation.  Dotted Lake is located on the north-eastern arm of the Schreiber/Hemlo greenstone belt to the north of the Dotted Lake intrusive batholith. A recent study incorporating the' findings of Panther's airborne geophysics survey and the 2021 soil geochemistry survey with recently digitised historical exploration data has defined a new area, in the northeast of the property, which is considered very prospective zone for nickel (Ni) mineralisation (the "Ni Target") and which is underlain by an ultramafic intrusive complex.

 

Obonga Project

 

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

 

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

 

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

 

Work conducted in 2022

 

Wishbone Phase 1 Technical Summary- announced 18 January 2022

 

Wishbone Phase 1 Drilling Programme results, with the discovery of the first VMS system on the Obonga Greenstone Belt, show proof of concept and validation of the exploration targeting and modelling undertaken by Broken Rock Resources Ltd ("Broken Rock"), Panther's exploration partner at Wishbone.

 

Two diamond core drill holes, totalling 600m, completed to planned depths of BR21_WB_001 ("WB001"): 297m; BBR21_WB_002 ("WB002"): 303m. Core diameter: 42mm.

 

Wide massive sulphide and semi-massive sulphide mineralisation intersections both drill holes:

o  WB001: Three wide sulphide intersections:

·      27.3m of massive sulphide from'106.2m ('Upper layer'), with fault at base;

·      2.5m of massive sulphide from 234.8m ('Mid layer'; and

·      1.4m of massive sulphide from'256.('Lower layer')

 

o  WB002:  Wide zoned sulphide intersection:

·      51m from 174m comprising a wide zone of sulphide dominated mineralisation, including: 17m from 180m 'f massive 'sulphide ('Upper zone') and 7m from 218m of semi-massive 'sulphide ('Lower zone')

 

An important characteristic of VMS deposits is that they typically display a zonation of metals within the massive sulphide body from Fe+Cu at the base to Zn+Fe±Pb±Ba at the top and margins, related to differing temperature and chemical conditions at mineral deposition. The major observed mineral component2 of the Wishbone massive sulphide mineralisation is pyrrhotite with less common pyrite and minor sphalerite and chalcopyrite distinct zones:

 

o  WB001:

·      Upper layer: Massive Sulphide intersection includes a 7.5m wide zone of Fe above/ close to 50% Fe upper detection limit, with pyrrhotite, pyrite and magnetite identified in the core logging.

·      Mid layer: Strongest zinc (sphalerite) intersection averages 0.5m @ 1.9% Zn (based on verification sampling) within a 1.5m @ 1.1% Zn with 3.1g/t Ag from 235.5m.

·      Lower layer: geochemical correlation to the Mid layer lower Zn & Ag.

 

o  WB002:

·      Upper zone: displays 10x relative enrichment in Ag (1g/t) over the Lower zone and similar mineralogical composition to WB001.

 

The Wishbone assay result suite, including rare earth element (REE) analyses, yields important geochemical information allowing the classification of the mineralisation, alteration ratios and the development of exploration vectors towards zones of potential economic interest. 

 

o  Alteration and REE ratio markers in both drill holes correlate well with established VMS exploration models.

o  Zn+Pb and Cu ratios of the Wishbone massive sulphide layers indicate the mineralisation is most likely a bi-modal type VMS deposit.  The deposits of the Sturgeon Lake/Mattabi VMS Camp (consisting of 6 historic VMS mines) 75km west of Wishbone, has been classified as a bimodal type deposit as have Canada's Kidd Creek (Ontario) and Noranda (Quebec) VMS deposits.

 

Another important characteristic of VMS type deposits is that they typically occur in clusters. The Company views that the discovery of the Wishbone VMS system bodes very well for the existence of further, as yet undiscovered VMS bodies in the vicinity, as it confirms the western part of the Obonga Greenstone belt as a favourable geological environmental, and permissive tract, for the development of volcanic associated mineralising systems.

 

Panther have retained the support of a post-doctoral academic from a Canadian VMS centre of excellence and are working towards forging university relationships which will see the Company leverage all available knowledge and expertise to open up the Obonga greenstone belt for further VMS exploration.

 

On 26 April 2022 the Company announced it had submitted an Exploration Permit Application (PR-22-000116) for an additional three drill prospects at the Company's Obonga Project located on the Obonga Greenstone Belt in northern Ontario. The application submitted in collaboration with Broken Rock concerns planned work within 45 Single Cell Mining Claims in the Puddy Lake administrative area. The subsequent grant of Exploration Permit PR-22-000116 was announced on 21 July 2022, permitted activities include diamond core drilling of up to 10 holes and associated down-hole electromagnetic geophysics surveys spread across three named prospects: Silver Rim; Ottertooth and Survey, which are respectively located in the north, centre-east and centre-west of the Obonga Project area.  The three prospects are targeting VMS base metal mineralisation and intrusion related nickel in association with compelling, coincident, geophysical anomalies and historical work results.

 

On 21 July 2022 the Company announced the grant of Exploration Permit application PR-22-000116 for three drill prospects at the Company's Obonga Project ("Obonga") located on the Obonga Greenstone Belt in northern Ontario. The application was submitted in collaboration with Broken Rock Resources Ltd, and concerns planned work within 45 Single Cell Mining Claims ("Claims") in the Puddy Lake administrative area. The application covers diamond core drilling of up to 10 holes and associated down-hole electromagnetic geophysics surveys spread across three named prospects: Silver Rim; Ottertooth; and Survey, which are respectively located in the north, centre-east and centre-west of the Obonga area.  The three prospects are targeting VMS base metal mineralisation and intrusion related nickel in association with compelling, coincident, geophysical anomalies and historical work results.

 

Exploration Permit Application Number (Administrative Area & Claim numbers)	Prospect Name (location)	Targeting  & Exploration Rational	Requested Activities
PR-22-000116   (North-west, Puddy Lake Area   Single Cell Mining Claim numbers: 566033, 566034, 566036, 607967, 607968, 607969, 614978, 614979, 614980, 669276, 669287, 669288, 669289, 669290, 669291, 669292, 669325, 669330, 669331, 669332, 669333, 669334, 669335, 669336, 669339, 669340, 669341, 669342, 669522, 669528, 669549, 669581, 669588, 669595, 669607, 669723, 669729, 669732, 669738, 669742, 669746, 669748, 669755, 669779, 669785)	Silver Rim Prospect   (northern Obonga Project	Intrusion hosted nickel & copper.   Historical shallow trenching and channel sampling noted intrusion hosted copper and nickel mineralisation in 1985.	· Mechanised Drilling (up to 4 diamond core drill holes), · Down-hole Electromagnetic ("EM") Geophysics
	Ottertooth Prospect   (East-central Obonga Project)	VMS base metal mineralisation.   Coincident magnetic and electromagnetic anomalies.   Adjacent to contact between intrusive mafic rocks and extrusive mafic rocks.   No drill holes in this area - completely untested.	· Mechanised Drilling (up to 3 diamond core drill holes), · Down-hole EM Geophysics
	Survey Prospect   (West-Central Obonga Project)	VMS base metal mineralisation.   Coincident magnetic and electromagnetic geophysical anomalies.   Historic drillhole, by International Nickel Co of Canada Ltd. ("INCO") in 1968, intersected several metres of massive sulphide mineralisation hosted by metavolcanics	· Mechanised Drilling (up to 3 diamond core drill holes), Down-hole EM Geophysics

 

 

On 2 February 2023, the Company reported that the results from the latest round of diamond drilling confirmed the discovery of an additional VMS mineral system at the Obonga Project. The Survey Prospect is confirmed as a new VMS. In addition, at the Wishbone VMS System, drilling has given further wide massive sulphide intersections and high-grade zinc ("Zn") intersections of up to 11.65% Zn.

 

The Survey VMS discovery, together with the Wishbone VMS System, located 6.8km to the east, confirms the Obonga Greenstone belt as a new emerging VMS Camp, located advantageously close to national railroad transport links and the industrial port city of Thunder Bay, also approximately 75km east of the former Mattabi/Sturgeon Lake Mining Camp on the Wabigoon Greenstone Belt, where five past producing mines were operated by Noranda Minerals between 1972 to 1991.

 

Survey VMS Discovery

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

 

Hole BBR22 SV-P1-1

           

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

·      Anomalous zone of zinc mineralisation 15m @ 0.11 % Zn from 168m including 4m @ 0.17% Zn from 168m, with coincident levels of anomalous silver over same interval.

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

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

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

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

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

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

 

Wishbone VMS System Growing

Potentially commercial grades of zinc mineralisation intersected at Wishbone:

 Hole BBR22 WB-P1-2 

 

·      3.6m @ 3.9% Zn from 120m, including 2m @ 6.8% Zn, 4.3 g/t Ag and anomalous 0.19% Cu from 120m, with § 0.5m @ 11.65% Zn, 4.1 g/t Ag and anomalous 0.14% Cu from 120.2m.

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

 

Hole BBR22 WB-P2-1 - 22.4m of massive and semi-massive sulphide from 127m downhole.

 

Hole BBR22 WB-P3-1 - 3.8m of semi-massive sulphide from 163.2m downhole.

 

 

The latest round of diamond drilling has outlined potentially significant intersections of near surface crystalline 'flake' graphite at the Obonga Project, Awkward Prospect.

 

Manitou Lakes Project

 

On 7 April 2022, the Company announced that it had entered into an option and sale and purchase agreement with Shear Gold Exploration Corporation to purchase a substantial claim holding (the "Shear Gold Project") including the West Limb and Glass Reef gold properties, on the Eagle - Manitou Lakes Greenstone Belt. The Shear Gold Project covers a total area of approximately 98km² and is located within the gold endowed Kenora Mining District, approximately 300km east of Thunder Bay and equidistant between the towns of Fort Frances and Dryden in north-western Ontario, Canada. The terms of the Agreement include a cash consideration of CAD$11,325 has been paid to Shear Gold Exploration Corporation in order to secure the option and sale and purchase agreement, under which Panther Metals has committed to a minimum spend commitment of CAD$325,000 to be expended over years one and two and a further CAD$400,000 to be expended between the second and fourth annual anniversaries of the sale and purchase agreement. Any excess spend in years one and two can be offset against expenditure in years three and four; A NSR royalty of 2% over the 32 multicell mining claims is granted to Shear Gold; Panther Metals can elect to purchase 50% of the NSR (reducing the remaining royalty to 1%) for the sum CAD$1M at any time; and Panther Metals can elect at any time to purchase the 32 multicell mining claims outright through a payment of CAD$250,000 to Shear Gold.

The Manitou Lakes 'project consists of three prospect areas: Glass Reef, West Limb and Catwill.

·      Glass Reef- 720ha, hosts the historic Glass Reef Gold Mine, favourable structure and bedrock geology and positive results from 2012 sampling programme.

·      West Limb- 5km+ strike length on multiple gold bearing structures, 2000+ha of unexplored ground, historic exploration focused on high grade visible gold, ignoring low-grade mineralized wall rock, new mineralisation model proposed - Felsic intrusive related in addition to shear zone hosted and three current mineralisation styles: 1) gold bearing shear zone hosted quartz veins; 2) auriferous shear zones; and 3) Auriferous semi-massive sulphides infilling fissures.

·      Catwill- Newly staked ground, no exploration undertaken over claim area despite the presence of gold anomalies and exploration work expected to begin in summer 2022.

 

On 21 September 2022 the Company outlined the positive findings from a gold focussed soil geochemical sampling programme.  All three soil survey grids conducted during this first programme have identified anomalous areas of gold in soil with a significant proportion of the results (>17%) returning highly significant gold in soil anomalies above 0.01 ppm Au. A total five soil samples returned standout, highly anomalous assay results ranging between 1.254 ppm Au up to 6.81 ppm Au, equivalent to 1.254 g/t Au and 6.81 g/t Au respectively, these have been designated priority targets for investigation.

 

On 18 October 2022 the Company announced the commencement of a follow-up soil geochemical sampling programme in the Barker area of the Manitou Lakes Project designed to test the strike extent of mineralisation following the discovery of anomalous and high-grade gold in soils.

 

On 1 December 2022 the Company updated that this follow-up soil programme has successfully delineated a further 300m strike extent of linear anomalous and high-grade gold in soils at the Barker prospect area.  These results, in addition to the results announced 21 September 2022 extend the north-northwest trending gold in soil anomaly at Barker to 700m with the mineralised ground remaining open along strike in both directions, with the historical workings of the Barker Bros. Mine situated a further 200m south of the enlarged gold target.  The gold anomaly is coincident with a mapped shear structure and is parallel to electromagnetic and magnetic geophysics anomalies identified by regional and historical geophysical datasets. The soil survey results effectively extended the area of interest for the planned induced polarisation ("IP") geophysics survey work and future drill target planning which are the subject of current exploration permit applications.

 

Post Year End Developments

 

Panther Metals PLC

 

Sale of Big Bear to Fulcrum Metals PLC

 

On 10 February 2023 the Company noted that Fulcrum Metals PLC announced the successful pricing of an initial public offering (the "IPO") and conditional placing (the "Placing") of 17,142,857 Shares at 17.5 pence per ordinary share (the "Placing Price") to raise gross proceeds of approximately £3 million.

 

Fulcrum's Admission to AIM and dealings in its ordinary shares on the AIM market of the London Stock Exchange plc commenced at 8:00am on 14 February 2023 ("Admission") under the TIDM FMET with a market capitalisation at the Placing Price of £8.725million.

 

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

 

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

 

Sale of Queensland Asset to ECR Minerals PLC

 

On 5 April 2023, the Company announced that it has entered into a conditional agreement to sell Panther's 30% interest in the Blue Mountain Project, Queensland, Australia, comprising the Denny Gully Gold property, (the "Proposed Acquisition"), to ECR Minerals PLC (LON:ECR). If the conditions to completion are satisfied, the total consideration under the agreement is GBP£200,000 of which 30% is due to Panther, to be settled by the issue of 31,913,196 Ordinary Shares in ECR at a price of 0.6267p. The Proposed Acquisition is conditional, inter alia, upon ECR obtaining Australian Ministerial approval for the transfer of the tenements comprising the Blue Mountain Project.

 

Panther Canada

 

On 2 February 2023, the Company reported that the results from the latest round of diamond drilling confirmed the discovery of an VMS mineral system at the Obonga Project. The Survey Prospect is confirmed as a new VMS. In addition, at the Wishbone VMS System, drilling has given further wide massive sulphide intersections and high-grade zinc ("Zn") intersections of up to 11.65% Zn.

 

The Survey VMS discovery, together with the Wishbone VMS System, located 6.8km to the east, confirms the Obonga Greenstone belt as a new emerging VMS Camp, located advantageously close to national railroad transport links and the industrial port city of Thunder Bay, also approximately 75km east of the former Mattabi/Sturgeon Lake Mining Camp on the Wabigoon Greenstone Belt, where five past producing mines were operated by Noranda Minerals between 1972 to 1991.

 

The latest round of diamond drilling outlined potentially significant intersections of near surface crystalline 'flake' graphite at the Obonga Project, Awkward Prospect.

 

Panther Australia

 

On 30 January 2023 the Company announced positive High Pressure Acid Leach ("HPAL") test work results for the Coglia Nickel Cobalt Project ("Coglia") in Western Australia.

·      Initial High Pressure Acid Leach (HPAL) testing by ALS Laboratories complete

·      Testwork confirmed final nickel extraction at 92.6% and cobalt extraction at 73.9%

·      Testwork based on blended sample from six drill holes encompassing the current Mineral Resource

·      Blended sample dominantly in the -38 μm size fraction

·      Nickel grade is higher in finer fractions, indicating beneficiation may negate the requirement for milling

·      Further bench test work is now being planned with ALS to provide detailed data for future mining studies

On 28 March 2023 the Company announced that Panther Metals Ltd launched a new prospectus in respect of a renounceable rights issue to raise up to A$2.7 million Australian dollars to grow the nickel-cobalt Mineral Resource at its flagship Coglia Project in Western Australia.

Key Performance Indicators

 

The key performance indicators are set out below:

 

	31-Dec-22	31-Dec-21	Change
Net asset value	£3,210,905	£2,411,075	33%
Market Capitalisation	£4.32m	£7.85m	(45%)
Share Price	4.65p	12.75p	(64%)

 

Since the Company's listing on the Main Market of the London Stock Exchange the share price and market capitalisation of the Company come into focus and has formed part of the key performance indicators monitored by management.

 

Principal Risks and Uncertainties

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Going Concern

 

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

 

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

 

The Company successfully raised £1,523,915 in the year ended 31 December 2022 through a combination of issuing new shares and warrant conversions. As at the year-end date the Group had total cash reserves of £48,859 (2021: £100,586).

 

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

 

 

Stakeholder Engagement

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

 

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

 

 

 

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

 

 

Task force on Climate-related Financial Disclosures (TCFD)

 

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

 

Pillar	Status	Next Steps
Governance   a) Describe the Board's oversight of climate-related risks and opportunities           b) Describe management's role in assessing and managing 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. The Group intends to establish a Responsibility Committee to oversee this area.   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.	The Board has created on 9 December 2022 a Responsibility Committee that will make decisions and take action to include climate risks and opportunities in our risk assessment/risk register as reported to them by management and then choose an appropriate response to the risk or opportunity, together with the potential financial impact of that response.
Strategy   a. Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term.   b. Describe the impact of climate-related risks and opportunities on the organisation's businesses, strategy and financial planning.      c. Describe the resilience of the organisation's strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario.	Climate change-related risks and opportunities which may have a financial impact on the Group: (1) risks and opportunities related to the transition to a lower-carbon economy meaning that exploration activity is made impossible or possible at a higher cost a) Canadian governmental exploration policy changes (medium and long term) b) climate change litigation (First Nations and other environmental stakeholders- all terms) c) reputational risk tied to community perceptions of the Group's activities (First Nations- all terms) d) opportunities in relation to the emergence of new technologies where the Group's exploration activities and output could provide a key component e.g. battery metals (m/t and l/t)   (2) risks related to the physical impacts of climate change meaning exploration activity is made impossible or possible at a higher cost-  a) extreme weather and higher temperatures (all terms).	In FY 2023, the climate-related risks and opportunities will be fully identified and assessed as part of our bi-annual review of the risk register as well as their impact. The risk register is reviewed and discussed at least annually by the Audit Committee (ARC).         A description of the resilience of the organisation's strategy taking into consideration different climate related scenarios, including a 2°C or lower scenario will be published in our FY 2023 Annual Report.
Pillar	Status	Next Steps
Metrics and Targets   a. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process.   b. Disclose scope 1, scope 2 and, if appropriate, scope 3 greenhouse gas (GHG) emissions and the related risks.   c. Describe the targets used by the organisation to manage climate related risks and opportunities and performance against targets.	The organisation does not currently have in place a set of metrics or targets to assess climate related risks and opportunities.	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 will also task the project managers to compile a set of metrics and targets with which to assess climate-related risks and opportunities.

 

Corporate Governance Statement

 

Chairman's Overview

 

The Group is not required to comply with the UK Code of Corporate Governance ("UK Code"), and compliance with the UK Code is being undertaken on a voluntary basis.  However, the Directors recognise the importance of sound corporate governance and the Group does comply with the Quoted Companies Alliance Corporate Governance Code ("QCA Code") to the extent it considers appropriate, considering the size, stage of development and resources of the Group.

 

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

 

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

 

Board of Directors

 

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

 

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

·      the management of the business of the Company;

·      setting the strategic direction of the Company;

·      establishing the policies and strategies of the Company;

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

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

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

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

·      monitor internal control: and

·      manage risk assessment.

 

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

 

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

 

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

 

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

 

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

 

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

 

 

Director Biographies

 

Darren Hazelwood, Chief Executive Officer

 

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

 

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

 

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

 

 

Mitchell Smith, Chief Operating Officer

 

Prior to being appointed COO and Director of Panther Metals PLC, Mitchell held increasingly senior capital market positions through his involvement with various mining groups.

 

Mitchell is an accomplished executive and business development professional with deep experience and proven success developing and executing on corporate strategies, marketing relationships and maximising business opportunities for long term engagement and strategic relationships.

 

Given his strong tenure in the industry, he has a profound understanding of the natural resources sector, capital markets and current market trends and has been successful in building companies in bull and bear market conditions.  Mitchell was an early adopter and thought leader in the battery space recognising the proliferation and mainstream appetite for handheld smart devices, mobile phones and electrification of vehicles and understood the importance and critical role the metals associated with the market play.  He has negotiated and structured off-take agreements for cobalt material and built relationships with downstream and intermediary battery manufacturers and facilitated commerce by arranging joint ventures, marketing and engineering and procurement construction contracts.

 

Mitchell maintains a high personal visibility within the business community and ensures that effective communication and appropriate relationships are maintained within associated company's shareholders and other stakeholders.  Within organisations, Mitchell is involved with, he has fostered a culture of clear direct communication and provides strong and effective leadership establishing and maintaining an effective means of control and coordination for all business operations and activities.

 

Mitchell is also a director of the Battery Metals Association of Canada, TSXV listed Global Energy Metals Corporation  AIM listed Fulcrum Metals and ASX listed High-Tech Metals.

 

 

Nicholas O'Reilly, Non-Executive Chairman

 

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

 

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

 

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

 

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

 

Simon Rothschild, Non-Executive Director

 

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

 

Kate Asling, Non-Executive Director

 

Kate studied History at University before setting her sights on a career in Finance. Kate began her career at PKF Littlejohn (formerly Littlejohn Frazer) in 2001 as an auditor of SMEs and obtained her accountancy qualification in 2005 becoming a member of the Association of Chartered Certified Accountants. In 2006 Kate transitioned from the audit team into Corporate Finance team and spent a further two years working on AIM IPOs and due diligence transactions before leaving to join RSM's (formerly Baker Tilly) London Transaction Services Team in January 2008. Kate has worked on over 30 transactions as reporting accountant or due diligence provider across a number of different sectors including natural resources. Kate worked on the AIM IPO of Greenvale AP, Mountfield Building Group PLC, Bilby PLC, African Resources PLC and Fox Marble PLC. Kate was also part of the buy side advisory team in the sale of HMV to Waterstone's. In 2017 Kate incorporated her own consultancy business and currently provides accounting, financial modelling and consultancy services across a broad range of sectors including food manufacturing, retail and natural resources.

 

 

By order of the Board

 

 

 

 

 

Darren Hazelwood

Chief Executive Officer

27 April 2023

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The Board is supported by the Remuneration, Audit and Nominee Committees, details of which are set out on pages 23 and 24.

 

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

 

The Directors' biographies are set out on pages 24 to 26. The Board believes that the current balance of sector, technical, financial, operational and public markets skills and experience which its members have is appropriate for the current size and stage of development of the Company

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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