Placing and Director's Dealing

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH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

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

Panther Metals plc

("Panther Metals" or "Company")

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

Placing and Director's Dealing

Panther Metals plc (LSE: PALM) is pleased to announce that it has raised gross proceeds of £600,000 (before expenses) via an allotment to Darren Hazelwood of 1,000,000 new ordinary shares of no par value each ("Ordinary Shares") in the capital of the Company ("Placing Shares") at a price of 60 pence per Placing Share ("Issue Price") (the "Placing"). 

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

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

Details of the Placing and issuance of Placing Shares

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

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

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

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

Change of Adviser

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

Expected Timetable of Principal Events

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

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

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

Enquiries:

Director's Dealing Notification

Important Legal Information

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

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

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

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

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

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