THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW 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.

FOR IMMEDIATE RELEASE

PANTHER METALS PLC

("Panther" or the "Company")

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

 

20 April 2026

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 

Panther Metals PLC (LSE: PALM), the mineral exploration group listed on the Standard List segment of the main market of the London Stock Exchange announces its audited financial statements for the year ended 31 December 2025.

Chairman's Statement

I am pleased to present the Chairman's Statement for Panther Metals PLC for the year ended 31 December 2025, a period that has been marked by significant strategic developments and continued progress in our operational activities.

Strategic Developments- Winston Tailings Project Advancement

On 17 June 2025, we announced two option and purchase agreements covering the historic Winston Lake Mine, the high-grade, advanced stage, polymetallic zinc, copper and precious metal property in Ontario, Canada.

The Winston Tailings Project which is covered by an option agreement with First Quantum Minerals Ltd ("First Quantum"), the Canada based global top-10 copper mining company, represents a significant step forward in expanding our Canadian portfolio and offers the potential of early cashflow from the historical mine tailings which we have shown to contain significant quantities of gold, gallium, indium and base metals.

The Winston Project acquisition agreement with First Quantum is particularly significant as it provides Panther with access to a potential near-term production opportunity with existing infrastructure including power lines, plant site, and underground development. Subject to the necessary studies, the historical tailings reprocessing opportunity at Winston provides the potential for early cash flow while the underground resource expansion and mining proposition is advanced.  Success at Winston should see a step-change in the Company as our asset base is rerated.

We closed the year with contracts in place for extensive grid sampling and Mineral Resource estimation programme, which is generating highly encouraging results at the time of writing, and will feed into the ongoing Recovery of Minerals Permit application process.

To strengthen our expertise in this area, we appointed Mr Kerem Usenmez to the Company's Advisory Board. Kerem brings over 25 years of mining industry experience across all stages from exploration through to mine development, providing invaluable knowledge specifically related to the Winston Project. Julien Bosche also joined the Advisory Board, bringing over 16 years of mining investment related experience, including merger and acquisition strategy, transaction execution and deal origination.  His expertise will be invaluable as we transition Panther up the value curve.

Operational Activities-  Obonga and Dotted Lake

Throughout the period, we have maintained our focus on our highly prospective Obonga and Dotted Lake exploration projects which, like Winston, offer exciting base metal and critical mineral potential with capacity for project scalability. Our approach continues to emphasise the rapid assessment of drill targets utilising advanced technologies and extensive geological data to determine commercial viability.

We were pleased to extend the Obonga Project purchase agreement for a further year with Broken Rock Resources in April 2025 and undertook a high-resolution magnetic geophysics survey of the Wishbone Prospect during May. This was followed by subsequent data processing and three-dimensional inversion modelling to inform the drill hole parameters for the planned Wishbone diamond drilling programme which will build out the volcanic massive sulphide discovery as the next step towards establishing a maiden Mineral Resource estimate at Obonga, which hosts multiple volcanogenic massive sulphide ("VMS") discoveries and platinum group element ("PGE") potential.

At Dotted Lake, as reported in the 2024 Annual Report, the last quarter of the 2024 reporting year saw significant developments following the award of the Exploration Permit in July 2024, and as Panther focussed on the critical mineral potential offered by the ultramafic intrusive system on the northern limb of the Schreiber-Helmo Greenstone Belt. The processed results of the additional soil sampling programme which became available in March 2025, supported by the Ontario Junior Exploration Program ("OJEP"), extended high-resolution soil survey coverage to 5.5km strike length over high priority targets and delineating highly anomalous, regionally significant, nickel and cobalt anomalies coincident with ultramafic intrusive targets along the eastern north shore of Dotted Lake.

The five hole (1,558m), Phase 1 Diamond Drilling Programme assay results, reported between 30 December 2024 to 25 March 2025, successfully defined the extensive ultramafic body, modelled from Panther's airborne geophysics data, as a mineralised magnesium-rich serpentinite carrying the platinum group elements, platinum (Pt) and palladium (Pd), as well as nickel (Ni), chromium (Cr) and silver (Ag). The drilling confirmed the intrusive displays distinct ultramafic layering pointing to the Dotted Lake project being part of a Fertile Mineral System. Post year-end Panther commissioned metallurgical testwork to evaluate opportunities to recover magnesium from serpentine and is particularly interested in alternative extraction technologies capable of improving upon conventional leaching recoveries.

Panther continues to nurture our important relationships with First Nation stakeholders, local community and governmental relations, to maintain the Company's standing as an active explorer dedicated to make a positive impact for all concerned.

In corporate activities, Panther raised £455,000 in the period through a placing in February 2025 £80,000 in warrant conversions in June 2025 and a further placing and WRAP offer in October 2025 raising £655,570. During the year the Company capitalised its remaining debt and sold its remaining investment in Fulcrum Metals PLC, streamlining its balance sheet ready for the next stage of its corporate development.

Demonstrating strong confidence in the Company's future prospects, both myself and Chief Executive Officer Darren Hazelwood, undertook a direct share subscription with the Company totalling £132,000 at the market mid-price of 69p, reinforcing management's alignment with shareholder interests.

Post year-end, the Winston Tailings Project vibracore sampling results continue to deliver consistently strong assay results boding well for the follow-on metallurgical testwork and resource studies, whilst the prospectus for the planned Canadian listing has undergone the first-review by the Ontario Securities Commission and is now being updated with the year-end accounts contained herein. The Company raised £1,190,000 (before expenses) in February 2026 in a placing which was significantly oversubscribed and subject to scale back with backing from new and existing institutional investors and existing shareholders.

The Board is focussed on continuing to execute our strategy and to strengthen our position as we advance three distinct opportunities which each benefit from Ontario's established mining jurisdiction with good infrastructure access, proximity to Thunder Bay, and qualification for Canadian critical minerals support programmes. 

•           Winston: Near-development stage with existing infrastructure and feasibility study.

•           Obonga: Early-stage exploration with multiple VMS discoveries and PGE potential.

•           Dotted Lake: Advanced exploration confirming widespread base metal and gold mineralisation

The Winston project provides huge potential for Panther with access to a potential near-term production opportunity with existing infrastructure including power lines, plant site, and underground development, whilst the Dotted Lake and Obonga projects have been advanced beyond generative exploration to delineate multiple drill ready discovery and resource targets.

 

The Board and I are extremely pleased with the strategic and operational developments during 2025 to date, and I would like to thank everyone involved for their hard work and dedication.  

 

Nicholas O'Reilly

Executive Chairman,

 

17 April 2026

 

 

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Overview of the Business

 

Panther Metals PLC is a London Main Market listed exploration company focused on mineral projects in Canada.

 

Company Purpose

 

The Company's purpose is to contribute towards the supply of metal and critical minerals through responsibly pursuing high-impact mineral exploration for both primary deposits and mine tailings, in Canada. With the objective of delivering sustainable future production while protecting the environment, supporting people, and safeguarding shareholder value.

 

Business Strategy

 

The Company is focused on the discovery of commercially viable scalable mineral deposits and tailings reprocessing opportunities, targeting established mining jurisdictions. Project viability is demonstrated through industry standard best practices, utilising a combination of advanced technologies and extensive geological data to prove up compliant Mineral Reserves and Resources.  The commercial realities of building an exploration company requires expertise in geology, finance, and the markets within which the Company operates. Our extensive network of industry leaders allows us to meet these objectives.

Panther's main near-term objectives are to create significant value for shareholders by:

·      Expanding market visibility through a listing  on the Canadian Securities Exchange in the first half of 2026;

·      Monetising the Winston Tailings Project; and

·      Reinvesting tailings cashflow into a portfolio of high-impact, high-return projects.

 

Results

 

The loss at Group level for this year after taxation was £1,343,063 (2024: restated loss £1,954,885).

 

Review of the Business and Operations

 

Mineral Exploration in Ontario, Canada

 

Operational Highlights

Key operational milestones achieved during the year ended 31 December 2025:

Obonga Project Background

 ·    Total Area: 291 km²

·    Prospective for: Base Metals (Copper, Zinc, Lead, Nickel) and Precious Metals (Gold, Silver and Platinum Group Metals) with Energy Mineral (Lithium, Graphite) potential.

·    Significant Neighbours: Mattabi Mine (Glencore) and Sturgeon Lake VMS Camp to west, Lac des Iles Mine (Impala Canada) to south.

·    Potential: Canada's Next Mining District

The Obonga Project is Panther's flagship project, which has advanced from a greenfield regional data-based target area, through proof of concept to drilling success and base metal VMS and graphite discoveries. The project covers 90% (291 km²) of the district scale Obonga Greenstone Belt in northwest Ontario.

 Panther has achieved significant milestones through successful drilling campaigns at Obonga's Wishbone prospect, revealing a substantial Volcanogenic Massive Sulphide system. The Wishbone discovery, a first of its kind on the Obonga Greenstone Belt, is characterised by impressive drill hole intercepts, including 27.3m of massive sulphide and 51m of sulphide-dominated mineralisation.

Further drilling in late 2022 reaffirmed the potential, with intersections such as 3.6m @ 3.9% Zn, including 2m @ 6.8% Zn & 4.3 g/t Ag, indicating proximity to metal-fertile fluid flow. The discovery of the Wishbone VMS system is pivotal, boding well for the existence of additional VMS bodies in the vicinity, given their tendency to occur in clusters.

The Survey and Awkward targets have also benefitted from preliminary drilling, confirming VMS style mineralisation at Survey with a 29m wide intercept of cyclical semi-massive and disseminated sulphide, with graphite discovered at Awkward. This, coupled with the Wishbone discovery, solidifies the Obonga Greenstone Belt's status as a new emerging VMS Camp.

The Obonga Greenstone Belt, with its emerging VMS Camp status, is strategically positioned close to national railroad transport links and the industrial port city of Thunder Bay. Moreover, it is approximately 75km east of the former Mattabi/Sturgeon Lake Mining Camp on the Wabigoon Greenstone Belt, underlining its advantageous geological and logistical position.

The presence of significant gold occurrences, base metals, and promising exploration results in the Obonga Greenstone Belt contribute to its appeal as a potential mining district. This strategic positioning makes it an attractive prospect for future resource development and exploration.

On 3 April 2025 Panther announced an Amending Agreement to the 2021 purchase agreement (announced 2 August 2021) to allow for an additional year to meet the exploration commitment at Obonga which has advanced from a greenfield regional data based target area, through proof of concept to drilling success with two base metal volcanogenic massive sulphide ("VMS") discoveries, at Wishbone and Survey Lake targets and a graphite discovery in the Awkward area.

 

The Awkward magmatic feeder conduit target at Obonga is focused on a nickel-copper-platinum-palladium discovery, the significant pathfinders in the Awkward area continue to gain traction within the industry.

 

Under the Amending Agreement with Broken Rock Resources Limited the exploration commitment of 8,000 metres of drilling is now spread over five years; whilst the original net smelter return royalty is replaced with a gross revenue royalty equal to 1.5% of the gross value of the sale proceeds actually received by the royalty payor from activity carried out on the Property. In connection with the signing of the Amending Agreement Panther issued 42,070 new ordinary  shares (the "Consideration Shares") with a value of Canadian $30,000 to Broken Rock (based on the mid-market closing price of Panther's ordinary shares on 27 March 2025 and an exchange rate of CAD$1.85 to £1.00. The Consideration Shares rank pari passu in all respects with the existing Ordinary Shares in the share capital of the Company.

On 21 May 2025 Panther announced Pioneer Exploration Consultants Ltd ("Pioneer") were mobilising to conduct a high-resolution drone unmanned aerial vehicle ("UAV") based airborne magnetic geophysics survey ("Magnetics Survey") over the Wishbone Prospect and that the resulting processed data and three dimensional ("3D") inversion model would provide important supplementary data for a significant drill programme on this highly prospective VMS system.

The Magnetics Survey was flown over the period 23 - 25 May 2025, with the parameters as outlined in Table 1 and in Figure 1. The use of a UAV for the Magnetics Survey resulted in a high-quality, high-resolution data product. The increased flight line density and lower flight elevation possible with the use of a UAV platform results in superior resolution data products when compared to conventional airborne magnetic data. Using an auto controlled UAV platform also allows for minimal deviation from pre-planned flight lines and greatly reduces the impact of human error during data acquisition. Pioneer were very pleased with the results from the survey and confirmed that the level of error and noise in the dataset falls below the threshold, which is set based on the Geological Survey of Canada guidelines for airborne magnetometer survey data.

The deliverables of the high-resolution magnetics surveys and their data products, including six processed data products and associated maps (Figure 2) as well as the 3D inversion model (Figure 3) helped to refine planned drill hole orientations to target high grade base metal zones at depth, as well as providing inputs and informing the mineral system modelling for the Wishbone Prospect.

The Wishbone VMS system is covered by Exploration Permit PR-24-000022 which is valid through 20 June 2027 (Figure 4). This permit authorises a comprehensive exploration programme, including up to 39 diamond core drill holes and down-hole electromagnetic geophysics.

Table 1:            Wishbone Prospect UAV Magnetic Survey Details

UAV Magnetics Survey Rational	Survey Equipment	Survey Size	Flight Line Azimuth (degrees)	Survey Data Products
Targeting VMS style base metal mineralisation at depth.   3D Inversion modelling will facilitate drill hole orientation planning to target the expected high base metal grade parts of the targeted VMS systems.	Unmanned Airborne magnetometer survey system incorporating:   Base station magnetometer GSM-19W Overhauser   Airborne magnetometer Gem Systems GSMP-35U potassium vapor magnetometer & ancillary electronics.	25m line & 250m tie line spacing Total line kilometres: 190.11 km	090°	·      Final Total Magnetic Intensity ·      First Vertical derivative ·      Second Vertical Derivative ·      Horizontal Derivative ·      Analytic Signal ·      Tilt Derivative ·      3D Inversion Models

 

 

Figure 1:            Wishbone Magnetics Survey Area with 25m Spaced E-W Flight lines and 250m Spaced N-S Tie Lines

 

Figure 2:            Wishbone First Vertical Derivative Magnetics Survey Map

Figure 3:            Oblique View of the 3D Wishbone Magnetic Inversion Model That Will Inform the Next Round of Drilling

Figure 4:            Wishbone Exploration Permit Planned Drill Pads and Access

On 29 July 2025, Panther announced the assay results from the resampling of historical drill core into the northern side of the Awkward Target ("Awkward") at the Obonga Project. The assay of drill core samples from two holes drilled in 2013 has yielded previously un-assayed Platinum Group Element ("PGE"), Nickel (Ni) and Copper (Cu) results which are deemed highly encouraging for the existence of the targeted mineral system with individual results up to 1.07% Ni, 0.14 g/t Platinum (Pt), 0.11 g/t Palladium (Pd), 2.18 g/t Silver (Ag) and 0.42% Cu (Table 2).

Awkward is a PGE, Ni and Cu magmatic sulphide prospective conduit and layered mafic intrusive target. The target comprises a highly anomalous geophysical target comprising a coincident magnetic remnant low and electromagnetic conductor. Historical surface sampling in the target area returned anomalous palladium (Pd) and platinum (Pt) up to a reported 1.23 g/t Pd+Pt and historical drilling on the periphery of the target intersected un-assayed massive and disseminated sulphide and chalcopyrite in course gabbro and 'marble cake' textured gabbro which matches the description of the varitexture gabbro ore zone within Impala's Lac des Iles Platinum Mine located due south of Obonga.

As part of the ongoing assessment of the Awkward Target Panther sourced and acquired the historical drill core from three drill holes (PL-13-01, PL-13-02 and PL-13-03) drilled by Navigator Minerals during 2013 for further investigation and reanalysis.

The drill core was re-examined and re-assayed in conjunction with specialists from the Ontario Geological Survey ("OGS") Resident Geologist Programme, who visited Awkward in November 2024, and whose field visit is covered in the OGS Open File Report 6417 (2025).  The rationale for resampling the core was that Navigator Minerals did not assay for PGE in their 2013 programme despite the Awkward intrusion bearing many characteristics (size, age, rock types, mineralisation, interpreted conduit) that make it favourable for PGE exploration.

Specifically, the Awkward intrusion shares many of these characteristics with the intrusion that hosts Impala's 3 Moz Lac des Iles PGE mine located 85 km to the south. The drill core includes two types of rock that are very prospective for this mineralisation, both of which have never been seen at surface at Awkward and never analysed for PGEs:

1)   Varitextured, "marble cake" gabbro that bears a visual similarity to one of the main ore-hosting horizons at the Lac des Iles mine, and

2)   Massive sulphide rip-up clasts that may represent remobilisation from a magma conduit or other massive sulphide horizon within the intrusion.

Twenty drill core samples were selected for submittal to sample preparation at the OGS laboratory in Sudbury and for subsequent assay at accredited ALS Laboratories (by ALS methods PGM-ICP23 and ME-MS61r).

The samples represent intersections from drill holes PL-13-01 and PL-13-03, with selected assay results set out in Table 2.

The assay results are deemed highly encouraging for the presence of potentially economic concentrations of nickel and platinum group elements in a layered intrusive and feeder conduit.  Moreover, the Company has noted similarities with the Mount Keith Deposit Type.  The Mount Keith mine owned by BHP in Western Australia is the world's largest low grade, economically mined, disseminated nickel sulphide deposit with a grade of around 0.57% Ni.

A review of historical information relating to the Awkward area notes that Newmont identified the potential for around 1 billion tonnes at between 0.19-0.2% Ni in the area in 1967.  Whilst the Company has yet to locate the supporting technical evidence, this observation supports the potential for Mount Keith comparables.

Previous geophysical modelling undertaken by Panther interpreted the course of the magmatic feeder conduit based on Maxwell Plate Modelling of the regional electromagnetic ('EM') geophysical data. The modelling established 20 conductive plates which outline four distinct conductive lineations or 'Trends' which are interpreted to relate to sulphide bearing magmatic conduits and graphite.

Panther's 2022 diamond drilling programme tested three of the 20 conductive plates (three holes totalling 243m drilled) with hole BBR22_AW-P1-1 intersecting 27.2 m @ 2.25 % Total Graphitic Carbon ('TGC') from 12m downhole in 'Trend 3'.  Whilst this drilling did not interest the targeted massive sulphide bearing pipe, it was deemed very positive as the graphite is interpreted to have resulted from the high heat flow associated with a proximal magmatic conduit.  The remainder of the conductive plates are as yet untested and Panther is currently designing follow-up work at Awkward which will be outlined in due course.

 

Table 2:            Summary of Drill Core Assay Results

Hole ID	Sample ID	From (m)	To (m)	Interval (m)	Ni (%)	Pt (g/t)	Pd (g/t)	Ag (g/t)	Cu (ppm)
PL-13-01	25-NMPL-001	34.55	35.25	0.7	0.05	0.01	0.01	0.27	285
PL-13-01	25-NMPL-002	49.20	50.00	0.8	0.01		0.00	0.02	7
PL-13-01	25-NMPL-003	63.65	64.40	0.75	0.11	0.02	0.04	0.32	599
PL-13-01	25-NMPL-004	158.00	159.50	1.5	0.16	0.04	0.04	0.74	1,180
PL-13-01	25-NMPL-005	159.50	161.00	1.5	0.21	0.03	0.05	1.21	1,420
PL-13-01	25-NMPL-006	161.00	162.50	1.5	0.41	0.14	0.11	1.67	2,520
PL-13-01	25-NMPL-007	162.50	164.00	1.5	0.39	0.09	0.11	1.72	2,690
PL-13-01	25-NMPL-008	164.00	165.50	1.5	0.21	0.05	0.06	1.05	1,435
PL-13-03	25-NMPL-009	57.10	57.70	0.6	0.08	0.01	0.01	1.09	1,250
PL-13-03	25-NMPL-010	171.40	171.85	0.45	0.89		0.02	1.71	3,550
PL-13-03	25-NMPL-011	173.65	174.50	0.85	1.07	0.01	0.04	1.28	2,290
PL-13-03	25-NMPL-012	213.00	213.35	0.35	0.13		0.00	0.45	809
PL-13-03	25-NMPL-013	233.00	233.35	0.35	0.81		0.02	0.42	337
PL-13-03	25-NMPL-014	246.40	247.40	1	0.84		0.04	1.33	723
PL-13-03	25-NMPL-015	247.40	248.25	0.85	0.41	0.01	0.01	2.18	4,200
PL-13-03	25-NMPL-016	255.00	256.50	1.5	0.18	0.01	0.01	0.81	1,255
PL-13-03	25-NMPL-017	288.00	289.25	1.25	0.21		0.02	1.13	2,020
PL-13-03	25-NMPL-018	289.25	290.50	1.25	0.18		0.01	0.97	1,640
PL-13-03	25-NMPL-019	290.50	291.75	1.25	0.29	0.01	0.01	0.74	1,400
PL-13-03	25-NMPL-020	291.75	293.00	1.25	0.23	0.01	0.02	1.03	1,520

(Drill hole locations: PL-13-01  UTM16N 312165E 5536265N, PL-13-03: UTM16N 312348E 5537443N)

Post year end on 15 January 2026 the Company announced the signing of a three year term purchase option agreement (the "Purchase Option") over three multicell mining claims (the "Properties" or "Claims") which comprise the Otter Gold, Z2 Gold and Wig properties. The Purchase Option signed with Mrs Karen Siltamaki is a partial replacement for the purchase option agreement announced 22 November 2021 signed with her late spouse Mr Aki Siltamaki and secures Panther options over the Properties through to January 2029.

On 27 February 2026 the Company provided an update for the Wishbone Prospect stating that following the completion of the 2025 high resolution drone based airborne magnetic geophysics survey at the Wishbone Prospect, the geophysical data has been subjected to combined three-dimensional inversion and geological modelling with a view to refining the parameters of the permitted drill holes ahead of a diamond drilling programme (see Figures 5, 6 and 7). The work being planned is covered by Exploration Permit PR-24-000022, which is valid through to 20 June 2027. This permit authorises a comprehensive exploration programme, including up to 39 diamond core drill holes and down-hole electromagnetic geophysics.

Figure 5: Plan view of modelled Wishbone VMS Target showing magnetic inversion model, geological contacts and location of Panther diamond drillholes (based on magnetic inversion model shells). Notes: Scale bar and north arrow in bottom left corner of figure. Coordinates stated in UTM Zone 16N NAD 83 datum. Image highlights the size of the modelled magnetic body at depth. Dark blue dots signify permitted drill pad locations.  The figure is overlain by a semi-transparent surface rendering of the topographical map, from which the trace of the Wishbone Lake can be discerned (light blue).  The green block model below the topography reflects the greenstone volcanic geology, the beige block model to the north is granitoid.  The granitoid/volcanic contacts are interpreted to be faulted.  A series of three concave fault/contacts are currently interpreted to dissect the magnetic inversion model.  The down-hole traces of Panther's 2021 and 2022 drilling are shown in plan view.  The working model is dynamic and will be updated as the 2026 work programme develops.
Looking south (180° / 45°)	Looking north (000° / 45°)
Looking north-westerly (340° / 45°)	Looking north-easterly (060° / 45°)
Figure 6: Series of oblique three-dimensional views of modelled of modelled Wishbone VMS Target showing location of Panther diamond drillholes (based on magnetic inversion model shells). Notes: Image highlights the size of the modelled magnetic body at depth. Blue dots signify permitted drill pads. For relative scale and description of other features please see the notes below Figure 1.

 

Figure 7: First Vertical Derivative Magnetic Survey Map data from the 2025 Wishbone Survey. Notes: The first vertical derivative map enhances shallow, near-surface geological features by calculating the rate of change of the magnetic field in the vertical direction. This acts as a high-pass filter to sharpen anomaly edges, reduce regional background noise and better resolve closely spaced magnetic bodies.

Dotted Lake Project Background: Critical Mineral Potential

·    Total Area: 36.9 km²

·    Prospective for: Base Metals (Nickel, Cobalt, Copper, Zinc) and Precious Metals (Gold, Silver, and Platinum Group Metals)

·    Significant Neighbours: Barrick Gold (Hemlo Mine) to south, GT Resources (TSXV: GT) (Glencore 16.7% stake) to east.

The Dotted Lake Project encompasses a substantial 36.9 km² (Figure 8) within the North Limb of the Schreiber-Hemlo Greenstone Belt, situated 16 km north of the Hemlo Mining Corp. Hemlo Gold Mine (ex. Barrick) which has produced over 22 Moz of gold over 30 years to date and 9 km from GT Resources recent discovery at West Pickle Lake on their Tyko One Belt. The area is considered very prospective for ultramafic intrusive related nickel and base metal mineralisation as well as gold.

Panther acquired 100% of the Dotted Lake Project in July 2020. An airborne magnetic and electromagnetic geophysical survey was flown in December 2020 followed by an extensive soil programmes conducted in 2021 and 2024 which 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, a diamond core hole drilled in the autumn of 2021 intersected highly gold mineralisation over nine separate intervals within this system with anomalous gold continuing along strike and present within the surrounding area. Dotted Lake sits upon 2.7-billion-year-old, Archaean age, rocks that form the north-eastern 'Dotted Lake Arm' of the Schreiber-Hemlo Greenstone Belt. Geology consists sequences of foliated, fine grained, dark green, amphibole rich metavolcanic rocks situated within an east-northeast trending isoclinal syncline. The metavolcanics have been intruded by granitoid rocks of the Dotted Lake Batholith in the southeast of the property whilst in the northeast an ultramafic intrusive complex flanks the two.

The 'Phase 1 Diamond Drilling Programme' was conducted in 2024, the five drill holes, totalling 1,559m drilled, were undertaken utilising a single sled mounted diamond wire line NQ2 diameter core drilling rig operated by Platinum Diamond Drilling Inc. The drilling rig was operated on a double shift basis over the course of 25 days between 1 - 25 November 2024.  Technical details of the five holes drilled, totalling 1,559m drilled, are summarised in Table 3. Daily drilling rates varied due to weather related access delays and technical challenges. In addition to the drilling Platinum also cut the drill pads and pad access trails in advance of the drilling.  Exceptionally mild conditions combined with heavy rain meant ground conditions were very wet and access was challenging due to the build-up of mud. Upon completion each drill hole was surveyed using a REFLEX GYRO SPRINT-IQ™ multi-shot north-seeking survey tool.  Geological logging and sampling was conducted by Bayside Geoscience in Thunder Bay (Figure 9).

Figure 8:            Location of the Dotted Lake Project, East of Thunder Bay, Ontario, Canada

 

Table 3:            Dotted Lake Phase 1 Diamond Drilling Programme Hole Summary

Drillhole ID	Easting	Northing	Elevation	Azimuth	Dip	Hole Depth	Start	Finish
DL24-001	589,455	5,416,139	397	330	45	330	01/11/2024	04/11/2024
DL24-002	590,435	5,416,233	387	154	55	328	04/11/2024	08/11/2024
DL24-003	590,102	5,416,175	383	160	54	330	09/11/2024	11/11/2024
DL24-004	592,745	5,416,939	391	160	45	248	18/11/2024	22/11/2024
DL24-005	592,347	5,417,309	408	180	45	326	23/11/2024	25/11/2024

Note: Coordinate projection stated as UTM Zone 16N NAD 83. All depths measured down-hole in metres.

Figure 9:            Detailed Core Logging, Core Cutting and Sample Selection was undertaken from Bayside Geoscience Core Processing Facility in Thunder Bay

The 2024 Phase 1 Diamond Drilling Programme confirmed widespread mineralisation across multiple targets:

·      Nickel, Chromium, PGE:

§ Over 214 m of open-ended nickel-bearing ultramafic intrusive intersected in hole DL24-002, with 129m intersected in DL24-003 and 94m intersected in DL24-004.

§ Grades up to 0.25% Ni highlighting the scale and consistency of the intrusive system.

§ Ultramafic layering confirmed by cyclical 5m wide banding of elevated chromite grading up to 6.65 %, 0.1 g/t Platinum & 0.24 g/t Palladium.

·      Zinc:          

§ DL24-001 intersected wide predominantly seafloor volcano-sedimentary derived packages prospective for hosting VMS mineralisation, with

·      5.5m @ 1.21 % Zn from 155.3m, including

·      2.7m @ 2.42% Zn from 155.3m and

·      1.0m @ 3.8% Zn from 155.3m

 

·      Gold:

§ PM21-DL-001: nine separate gold intervals grading up to 2.57g/t Au (2021 drill hole)

§ DL24-001: three separate gold intervals grading up to 1.55 g/t Au

§ DL24-005: three anomalous intervals grading up to 1.63 g/t Au

 

On 13 March 2025 the Company announced the results of the autumn 2024 soil geochemical sampling programme (the "Soil Survey") at the Dotted Lake Project. The 1,044 soil assays collected over four grids had extended high-resolution soil survey coverage to 5.5km strike length over high priority targets on the north shore of Dotted Lake (Figure 10). The 1,044 soil samples, including 52 field duplicates, were collected at 25m sample spacing on 100m or 50m spaced grid lines. Sample analysis for a suite of 53 elements was undertaken by ALS Laboratories (Vancouver) using the ME-MS41L Multi-Element Super Trace method which is considered ideal for exploration in soils or sediments.

The soil assays returned standout multi-element critical mineral geochemical anomalies closely linked and coincident with geophysical anomalies and the recent Phase 1 Diamond Drilling target areas.

Highly anomalous soil assays ranged up to 1,665 ppm copper, 480 ppm nickel, 62 ppm cobalt, 190 ppm zinc, 0.99 ppm silver and 377 ppb gold (Table 4).

The results delineated multiple new target areas around Lampson Lake where lake sediment samples returned highly anomalous readings of over 985 ppm Cu, 130 ppm Zn, 29 ppm Ni, 19 ppm Co and 0.28 g/t Ag. The results also showed highly anomalous, regionally significant, nickel and cobalt anomalies coincident with ultramafic intrusive targets along the eastern north shore of Dotted Lake.

 

Table 4:            Highest Three Soil Assay Results for Selected Elements

Selected Element	Lower Limit of Detection	1st Highest	2nd Highest	3rd Highest
Copper (Cu)	0.01 ppm	1,665 ppm	1,030 ppm	1,005 ppm
Nickel (Ni)	0.04 ppm	480 ppm	456 ppm	394 ppm
Cobalt (Co)	0.001 ppm	62 ppm	61 ppm	49 ppm
Zinc (Zn)	0.1 ppm	190 ppm	157 ppm	157 ppm
Silver (Ag)	0.001 ppm	0.99 ppm	0.56 ppm	0.50 ppm
Gold (Au)	0.2 ppb	377 ppb	42.2 ppb	30.6 ppb

Table notes: Soil assay results by ALS Laboratories analytical method ME-MS41L. Limit of detection (LOD) = lower limit of stated method. ppm = parts per million.  ppb = parts per billion. 1 ppm = 1,000 ppb. Results subject to rounding.

The Soil Survey work was supported by the Ontario Junior Exploration Program ("OJEP"), a provincial government grant to help junior companies finance early exploration projects. OJEP covers 50% of eligible costs for approved programmes, with the agreed contribution to Panther for this work totalling Canadian $56,930 (£30,985).

On the 2 April 2025 Panther released a series of maps based on the processed results of the combined 2024 and 2021 soil geochemical survey datasets. Theses maps showing select copper, zinc, gold and nickel anomalies are shown in Figures 11 to 14 below.

 

Figure 10:           Dotted Lake Project 2024 Soil Sampling Grids and Interpreted Ultramafic Bodies

 

(> 10 ppb Au Labels)

Figure 11:         Structurally Controlled Gold Trends Merge South of Lampson Lake

 

(> 100 ppm Ni Labels)

Figure 12:         Significant Nickel Anomalies Trend Right Across the Survey Area

 

(> 50 ppm Zn Labels)

Figure 13:         Anomalous Zinc Trend Exceeds 3.5km In North of Survey Area

 

 

(> 100 ppm Cu Labels)

Figure 14:           Distinct Copper Anomalies Correlate with Multielement Anomalies Including Nickel and Zinc

 

The assay results from the Dotted Lake Phase 1 Diamond Drilling Programme were announced in a series of four batches based on the receipt of the assay results from ALS Laboratories. The analytical methods used were ME-MS61r (4 acid multielement package) and PGM-ICP23 (Pt, Pd and Au by fire assay and ICP-AES finish).

The first batch of drill core sample assay results were announced on 30 December 2024. The downhole intersections from drillhole DL24-001 returned highly anomalous gold, silver, zinc and base metal assays at Target D on the southern shore of Lampson Lake. They confirmed a 1.2km long open-ended gold trend and the intersection of high-grade zinc/gold volcanogenic massive sulphide ("VMS") style mineralisation.

The subsequent three batches of drill core assay results were received and reported during the month of March 2025. The Batch 2 results, reported 17 March 2025, verified an extensive mineralised ultramafic body and to Dotted Lake being part of a Fertile Mineral System. The Batch 3 results, reported 21 March 2025, gave 94m and 129m wide intercepts of mineralised magnesium-rich serpentinite.

The final, Batch 4, drill core assays were reported 25 March 2025, the results for hole DL24-002 show a 214.7m wide open-ended zone of intrusive ultramafic derived magnesium (Mg) rich serpentinite grading up to 21.7% Mg, which is mineralised with Pt Pd, Ni, Cr and silver (Ag), between 113.3m downhole to end of hole at 328m. The DL24-002 Ni and Cr assay result grade variations show layering with three distinct higher grade zones within the bottom 112m of the hole, with grades ranging up to 3.05% Ni Equivalent ("Ni_Eq") as well as overlimit Cr. As hole DL24-002 was ended inside the intrusive, the prospect of strengthening grade-layering with depth is considered strong. Panther noted that the separation of Mg from serpentinite has not yet applied on an industrial scale, despite success under laboratory and small pilot plant conditions (see also post year-end update below).

A summary of the drilling hole findings is provided below.

Drill Hole DL24-001

·      DL24-001 intersected predominantly seafloor volcano-sedimentary derived metavolcanic packages. Ultramafic intrusions were not intersected, with these bodies interpreted from the magnetisation vector inversion ("MVI") Magnetic Susceptibility Model to be possibly located at a greater depth below Lampson Lake.

 

·      Multi-element analysis of drill hole assay results show strong correlation between gold, silver, copper, lead, zinc and barium indicating the mineralisation is linked to a volcanic-associated submarine hydrothermal system as associated with a metamorphosed VMS style of mineralisation.

 

·      The Zinc intersections in DL24-001 are located 1.2km south-west of the Fairservice Zinc Showing where high-grade zinc (12% Zn with 2.2 g/t Au) is considered to represent remobilised and metamorphosed VMS mineralisation. The large, metamorphosed VMS-style Geco deposit, located 30km north of Dotted Lake near Manitouwadge, was mined by Noranda from 1954 to 1995 and produced 49.4 Mt of ore grading 1.86% Cu, 3.78% Zn, 50.04 g/t Ag.

 

·      Significant downhole zinc intersections:

o  5.5m @ 1.21 % Zn from 155.3m including

§ 2.7m @ 2.42% Zn from 155.3m and

§ 1.0m @ 3.8% Zn from 155.3m (Figure 2)

 

·      Zinc and gold are closely associated together in DL24-001 and also correlate well with conventional magnetic inversion domain boundaries in the magnetic susceptibility model (Figure 15).

 

·      Gold intersections in DL24-001 correlate with an open-ended 750m long gold in-soil anomaly, offset from the western end of the 1.2km gold in soil anomaly which extends westwards from the Panther 2021 drill hole which intersected over 9 separate gold intervals grading up to 2.57g/t Au³, and from trench Tr-10-4 which returned gold samples up to 18.9g/t Au.

 

·      Significant downhole gold intersections:

o  0.5m @ 1.15 g/t Au from 11.8m;

o  4.5m @ 0.64g/t Au from 156.3m, including

§ 0.9m @ 1.55g/t Au, 1.4g/t Ag & 2.08% Zn from 156.3m; and

o  1.0m @ 0.53 g/t Au & 1.24 g/t Ag from 105.0m.

 

Drill Hole DL24-002

Assay results for DL24-002 show a 214.7m wide open-ended zone of intrusive ultramafic derived magnesium (Mg) rich serpentinite grading up to 21.7% Mg, which is mineralised with the platinum group elements ("PGE"), platinum (Pt) and palladium (Pd), nickel (Ni), chromium (Cr) and silver (Ag), between 113.3m downhole to end of hole at 328m.

·      The DL24-002 Ni and Cr assay result grade variations show layering with three distinct higher grade zones within the bottom 112m of the hole as well as overlimit Cr. As hole DL24-002 was ended inside the intrusive, the prospect of strengthening grade-layering with depth is considered strong.

 

·      DL24-002 intersected downhole 214.7m wide open-ended zone of Mg-rich serpentinite intrusive from 113.3m to end of hole at 328m, with higher grade layering including:

 

o      0.7m @ 0.07 % Ni, 0.06 g/t Pt, 0.14 g/t Pd, 5.47 % Cr & 9.2 % Mg from 113.4m.

o      4.0m @ 0.13 % Ni, 0.02 g/t Pt, 0.04 g/t Pd, 0.91 % Cr & 17.2 % Mg from 169.0m.

o      36.3m @ 0.13 % Ni, 0.01 g/t Pt, 0.02 g/t Pd, 0.43 % Cr & 18.8 % Mg from 216.0m.

o      7.5m @ 0.20 % Ni, 0.02 g/t Pt, 0.04 g/t Pd, 0.49 % Cr & 20.0 % Mg from 258.5m.

o      12.0m @ 0.18 % Ni, 0.01 g/t Pt, 0.02 g/t Pd, 0.63 % Cr & 19.7 % Mg from 304.0m.

 

·      Three samples returned intersections with overlimit chromium (>1% Cr) which were subsequently reanalysed using the ore grade 'OG62' overlimit assay method for high grade chromium, returning 0.7 m @ 5.47% Cr, 1.0m @ 1.44% Cr & 1.0m @ 1.37 % Cr.

 

 Drill Hole DL24-003

·      Diamond drill hole DL24-003 downhole intersection:

 

o      129.0m @ 0.09 % Ni, 0.01 g/t Pt, 0.02 g/t Pd, 0.37 % Cr & 14.4 % Mg from 172.0m, including:

§     32.4m @ 0.12 % Ni, 0.01 g/t Pt, 0.03 g/t Pd, 0.59 % Cr & 17.1 % Mg from 221.0m;

§     6.0m @ 0.13 % Ni, 0.02 g/t Pt, 0.05 g/t Pd, 0.67 % Cr & 13.7 % Mg from 254.0m; and

§     23.0m @ 0.11 % Ni, 0.01 g/t Pt, 0.02 g/t Pd, 0.24 % Cr & 16.1 % Mg from 274.0m

 

o      Six samples returned intersections with chromium (>1% Cr) of 1.29%, 1.38%, 1.45%, 1.52%, 1.62% (all 1m wide) and 6.65% (0.5m wide).

 

Drill Hole DL24-004

·      Diamond drill hole DL24-004 downhole intersections:

 

o      94.4m @ 0.12 % Ni, 0.01 g/t Pt, 0.02 g/t Pd, 0.46 % Cr & 17.7 % Mg from 152.6m, including:

§     4.6m @ 0.17 % Ni, 0.03 g/t Pt, 0.09 g/t Pd, 1.13 % Cr & 20.1 % Mg from 196.7m

§     7.0m @ 0.15 % Ni, 0.02 g/t Pt, 0.04 g/t Pd, 0.46 % Cr & 18.7 % Mg from 233.0m

 

o      Five samples returned intersections with chromium (>1% Cr) of 1.14% (1.0m wide), 1.24% (1.0m wide), 1.37% (0.8m wide), 1.61% (0.5m wide) and 1.89% (0.6m wide).

 

Drill Hole DL24-005

·      DL24-005 did not intersect ultramafic intrusive however the bottom 12m of the hole show a 10 fold increase in average Cr levels (ranging up to 0.72% Cr) suggesting the bottom of the hole is in the vicinity of the ultramafic alteration halo.

 

·      Gold intersection:

o      0.4m @ 1.625 g/t Au from 123.5m

 

·      Distinct intervals with elevated Fe content (ranging 14-19% Fe) display correlation with low-level but elevated Cu  ranging up to 0.36% Cu.

 

A:

B:

Figure 15:   DL24-001 Drill Hole Lithology over Conventional Magnetic Inversion Magnetic Susceptibility Model, with: (A) Gold Intersections; (B) Zinc Assay Traces.  Gold and zinc mineralisation display good correlation with conventional magnetic inversion domain boundaries.

 

Post year end on 23 February 2026 the Company announced an update for the project. The previously reported results of the 2024 five hole exploration drill and soil geochemical sampling programme confirmed that Dotted Lake hosts multiple styles of mineralisation, including ultramafic-hosted chromium, nickel, platinum group elements and magnesium, and structurally controlled gold, and zinc potential.

The drilling confirmed the Dotted Lake ultramafic magmatic intrusive to be a magnesium (Mg) bearing serpentinised peridotite (serpentinite).  As part of a series of investigations to evaluate the potential of the Dotted Lake Project, Panther is evaluating opportunities to recover magnesium from serpentine and is particularly interested in alternative extraction technologies capable of improving upon conventional leaching recoveries.

Panther has submitted 134kg of crushed serpentinite drill core, selected from drillholes DL24-002 and DL24-004, for magnesium investigatory test work by Test Design Implement Solutions LLC ("TDI") one of the approved laboratories for testing of the Extrakt Process Solutions LLC ("Extrakt") technologies. The initial phase of work will focus on a high-level assessment of Mg recovery from serpentine using Extrakt's proprietary extraction technology. The objective is to generate baseline metal recovery and process performance data that will inform and support the design and optimisation of subsequent test phases.

Winston Project

·      Current Total Area: 4.34km²

·      Prospective for: Historical Mine Tailings Reprocessing and Base Metals (Zinc, Copper, Cobalt, Gallium and Indium) and Precious Metals (Gold and Silver)

 

Panther signed two option agreements (the "Option Agreements"), announced 17 June 2025, to create a combined polymetallic high-grade zinc, copper and precious metal VMS property comprising a critical mineral mine redevelopment and resource building exploration opportunity, located 150 km east of Thunder Bay in Ontario, Canada (Figure 16).

The Option Agreements signed with First Quantum Minerals Ltd ("First Quantum"), the Canada based global top-10 copper mining company and Frontier Energy Ltd ("Frontier") , the Australia listed renewable energy company, were to consolidate two land packages comprising both freehold patented, leased and crown land mining claims. These packages covered two high-grade VMS deposits, Pick Lake and Winston Lake, the Winston Lake Mine site infrastructure, Winston Lake tailings and highly prospective exploration targets. The Option Agreements were signed to consolidate the high-grade deposits, mineral resources and mining claim portfolios comprising the former producing Winston Lake Mine owned by First Quantum, with the Pick Lake Mine property held by Frontier.

Based on an underground mining Feasibility Study published in 2021 the combined Pick Lake and Winston Lake deposits were expected to generate average life of mine ("LOM") annual EBITDA of CAD$67.64 million (£39.23M) and have a pre-tax net present value ("NPV") of CAD$175.8 million (£73.0M) and internal rate of return ("IRR") of 26%, with further strong exploration potential for defining additional mineral resources and mineral reserves from the two main deposits as well as additional near-mine VMS exploration targets.

The project area is located only 20 km from the trans-Canada highway and rail transport links.  Onsite infrastructure includes a 115kv power line, plant site, tailings and freshwater facilities, transport links and underground development already in place (Figure 17). The previous mining operation closed in February 1999 due to very low zinc prices at the time. In total, 3.4 million tonnes grading 1.0% copper and 16% zinc was mined and processed. The total project area covers approximately 60.41km² and comprises both patented and leased mining claims and crown land mining claims.

The historic Winston Lake Mine tailings storage facility provides the potential for reprocessing historical mine tailings, unlocking residual contained metal value and contributing to the long-term environmental rehabilitation of the site.

On 30 October 2025 the Company announced the termination of the Option and Sale and Purchase Agreement over the Pick Lake property with Frontier. The First Quantum Option agreement over the Winston Lake property and the associated historical mine tailings (the "Winston Tailings Project") is separate and not affected by the Pick Lake termination and Panther is focused on commercialising the tailings contained within the Winston Lake mine site.

Figure Notes: Current Winston Lake Option property shown by yellow land parcels. Pick Lake leases and claims terminated 30 October 2025.

Figure 16:         Location of the Winston Project, Pick Lake and Winston Lake Option Packages

Figure 17:           Winston Tailings Project infrastructure including plant site, tailings and water storage facilities

 

In relation to advancing the Winston Project on 18 June 2025 Panther announced the appointment of Julien Bosche to the Company Advisory Board, bringing mining investment and private equity related experience, including merger and acquisition strategy, transaction execution and deal origination. A further Winston Project related Company Advisory Board appointment was announced post period on 23 July 2025, with Mr Kerem Usenmez bringing more than 25 years of mining industry covering all stages from exploration through to mine development. Kerem was previously CEO of Metallum Resources Inc, the company which formerly held the project prior to its takeover by Frontier Energy, and under whose tenure he advanced the project, through the 2021 NI 43-101 compliant Feasibility Study.  Kerem previously forged strong relationships with local stakeholders at Winston and is well respected by the First Nation community.

On 19 June 2025, Panther announced a collaboration with Fulcrum to investigate the potential commercialisation of the Winston Lake Mine historical processing tailings storage facility.

On 15 July 2025 the Company further announced the commencement of the Winston Tailings Project sampling programme. The tailings focussed work forms part of the Company's strategy to unlock the value from the Winston Lake historical mine site while contributing positively to local environmental outcomes. The Winston Lake Mine was operational from 1988 to 1998, producing approximately 3.3 million tonnes of ore and yielding zinc, copper, silver, and gold. Based on historic processing recoveries it is believed that a significant quantity of valuable material was not captured and remains in the tailing storage facility. 

The tailings focussed programme, and associated follow-on work, includes:

·      collection of representative samples from the historical tailings storage facility;

·      undertake tailings Mineral Resource estimate with initial metals recovery test work;

·      assess the financial potential of tailings reprocessing to enhance project economics;

·      evaluate the opportunity to add to the operational life of the Winston Project;

·      quantify the potential for resource growth based on historical recovery rates; and

·      support future environmental remediation by reducing the long-term footprint of legacy tailings.

 

Assay results from the tailings sampling were announced on 31 July 2025. These exceeded Panther's expectations returning high grade gold (Au), gallium (Ga), silver (Ag), zinc (Zn), copper (Cu) and cobalt (Co), strongly supporting further sampling and metallurgical testwork to determine the most economic and environmentally sensitive route for extracting the precious metals and other critical minerals from the TSF.

·      Tailings samples return assay results of up to:

o  0.814 g/t Au

o  21.9 g/t Ag

o  2.20% Zn

o  0.20 % Cu

o  496 ppm Co

o  122 ppm Ga

 

In addition, a rock sample from a historical massive sulphide dump at the Pick Lake deposit located circa 1.4km west of the TSF yielded 25.3% Zn, 3.0% Cu, 0.55g/t Au. 119 g/t Ag, 388 ppm Co and 26.2 ppm Ga which points to the future potential offered by the strong exploration targets in the Pick Lake area.

The Company further announced on 1 September 2025 that it had formally commenced the application for the Recovery of Minerals Permit as part of a series of workstreams to quantify, evaluate and permit the contained high-grade gold, gallium, silver, zinc, copper and cobalt and other recoverable minerals located within the historic Winston Lake Mine tailings storage facility, comprising the Winston Project.

A Recovery Permit allows its holder to recover minerals from tailings or other mine waste materials at a given location without having first obtained an exploration permit or a filed Mine Closure Plan. If the tailings or other mine waste materials are located on crown land, the holder can also recover minerals and exploit them commercially without a mining claim or mining lease.

On 22 September 2025 the Company announced the appointment of SRK Exploration Ltd as independent consultants to conduct a Mineral Resource estimate ("MRE") for the Winston Tailings Project. The MRE will be one of a series of workstreams to quantify, evaluate and permit the contained high-grade gold (Au), gallium (Ga), silver (Ag), zinc (Zn), copper (Cu) and cobalt (Co) and other recoverable minerals located within the historic Winston Lake Mine tailings storage facility ("TSF").

The MRE is an integral part of the process to advance the Winston Tailings Project through permitting towards a cashflow proposition and will be based upon the resource drilling programme, mineralogical and metallurgical testwork and associated studies which will be conducted during the first half of 2026.

Panther is aiming for a seamless transition from MRE to Ore Reserves in as short a time as possible, and it is envisaged that successful outcomes to the tailing MRE, will in turn support the declaration of Ore Reserves following further technical studies.  The SRK Exploration work will also provide inputs into the Application for Recovery of Minerals Permit (the "Recovery Permit") process as announced 1 September 2025.

The MRE will be reported in compliance with the standards and best practices set out by the Canadian Institute of Mining, Metallurgy and Petroleum's ("CIM") for reporting Mineral Resources, Ore Reserves, and related exploration information. This will also facilitate future NI 43-101 reporting, as required.

On 20 November 2025 the Company announced the appointment of Platinum Diamond Drilling Inc. to undertake the Mineral Resource focussed sampling programme.

Post the year end on 7 January 2026 the Company announced the appointment of Extrakt Process Solutions LLC ("Extrakt") to conduct phased metallurgical testwork for the recovery of metals from the project.

The testwork will be conducted in association with TDI Solutions LLC, an independent laboratory authorised and equipped to implement the Extrakt innovative hydrometallurgical extraction technology. This work and associated studies are inputs into the Application for Recovery of Minerals Permit (the "Recovery Permit") process as announced 1 September 2025.

The Phase 1 metallurgical characterisation and testwork will be conducted on representative composite samples of tailings material obtained from the vibracore sampling programme. The Phase 1 work is designed to generate baseline data on metal extraction performance, which will guide and support the design of subsequent testwork phases to determine the recoveries for gold (Au), gallium (Ga), indium (In), silver (Ag), zinc (Zn), copper (Cu) and cobalt (Co) and/or other recoverable metals contained within the historic Winston Lake Mine tailings storage facility.

The Phase 1 metallurgical results will also support the Reasonable Prospects of Eventual Economic Extraction requirement for the planned Mineral Resource estimate ("MRE") being conducted by the SRK Group.

The MRE and the Extrakt metallurgical testwork are integral workstreams to advance the Winston Tailings Project through permitting towards a cashflow proposition.

Post period, on 10 February 2026 the Company provided an update on the Winston Tailings Project as follows:

·      Tailings sampling work is underway onsite under the geological supervision of independent geological contractors Bayside Geoscience Ltd ("Bayside") using Platinum vibracore sampler mounted on a purpose built ice barge, situated upon the frozen tailings pond. The vibracore sampler retrieves a representative cylinder of tailings material through the vertical profile of the tailings, from points at regular grid spacings across the TSF.

·      The first batch of tailings samples are now undergoing logging and sampling by Bayside in the city of Thunder Bay. Once prepared the tailings will be sent for geochemical analysis in support of the Mineral Resource estimate.

·      The Mineral Resource estimate ("MRE") is being undertaken by independent consultants SRK Exploration Ltd ("SRK EX"). The MRE will be reported in compliance with the standards and best practices set out by the Canadian Institute of Mining, Metallurgy and Petroleum's ("CIM") for reporting Mineral Resources, Ore Reserves, and related exploration information. This will also facilitate future NI 43-101 reporting, as required.

·      The MRE is an integral part of the process to advance the Winston Tailing Project towards a cashflow proposition and will be based upon the resource sampling programme, mineralogical and metallurgical testwork and associated studies. The MRE work will also provide inputs into the Application for Recovery of Minerals Permit (the "Recovery Permit") process as announced 1 September 2025.

·      Upon receipt of the geochemical assay results a bulk composite sample of the Winston tailings will be sent to Extrakt Process Solutions, LLC. ("Extrakt") who will conduct phased metallurgical testwork for the recovery of metals. The testwork will be conducted in association with TDI Solutions LLC an independent laboratory authorised and equipped to implement the Extrakt innovative hydrometallurgical extraction technology. Extrakt has developed a proprietary environmentally friendly cyanide-free technology for enhanced leaching and recovery of gold and other metals from all types of ores and solid-liquid separation that significantly improves dewatering and consolidation of mine tailings.

 

On 19 February 2026 the Company announced that it has signed a letter of interest ("LOI") with Traxys Europe SA, a division of Traxys Group ("Traxys"), a global commodity trading and marketing market leader.

The non-binding LOI concerns Panther's Winston Tailings Project and is a formal recognition of an ongoing engagement between both parties as Panther progresses work to declare a Mineral Resource Estimate, as part of series of ongoing workstreams to quantify, evaluate and permit the contained high-grade gold (Au), gallium (Ga), silver (Ag), zinc (Zn), copper (Cu), indium (In) and cobalt (Co) and other recoverable minerals located within the historic Winston Lake Mine tailings storage facility near Schrieber, Ontario, Canada.

On  16 March 2026 the Company announced the vibracore sample collection work phase at the Winston Tailings Project has successfully completed and that the thickness of the tailings exceeded expectation reaching a maximum vertical thickness of tailings (below ice and water) of 16.8m and with an average vertical thickness of 8.7m. Laterally and vertically representative tailings core samples successfully retrieved from across the extent of the frozen tailing pond, with representative HQ core (63.5mm) diameter cylinders of tailings material through the vertical profile of the tailings, from 109 locations at regular grid spacings across the TSF (see Figures 18 and 19).

The Vibracore sampling grid comprises a total of 109 collar locations, staggered at a nominal spacing of 50m along east-west fence lines spaced at 25m north-south, for an effective horizontal sample spacing averaging either 25m or 35m between fences. Duplicate 'twin' core material was retrieved at 3 locations, whilst vertical profiles were restarted at 6 of the locations. The completed sample grid measures up to 904m along the long axis and up to 230m perpendicular to the TSF long axis.

 

Figure 18: Photograph of the Platinum Vibracore Sampling Ice Barge on the Frozen Winston Tailings Pond, 3 February 2026

Figure 19: Winston Tailings 2026 Vibracore Sampling Collar Locations

 

On 17 March 2026 the Company announced the first batch of Vibracore sample assay results for the Winston Tailings Project, with the second batch of results announced 19 March 2026). The results continue to show good grade consistency across the vertical depth-profile and laterally between Vibracore hole collar locations, and support or exceed the 2025 preliminary assay results announced 31 July 2025.

To date sample assay results from 15 Vibracore holes have been reported (see Table 5 and Table 6), with sampling work ongoing.

Table 5:            Winston Tailings Vibracore Sample Assay Results for Batch 1 and Batch 2

Vibracore Hole ID	Vertical Depth		Au (g/t)	Ag (g/t)	Zn (%)	Cu (%)	Co (ppm)	Ga (ppm)	In (ppm)
	From (m)	To (m)
WT-26-001	0.7	2.05	0.889	15.85	1.185	0.186	347	107	13
	2.05	3.55	0.683	16.55	1.24	0.161	321	94	14
	3.55	6.55	0.461	15.5	1.565	0.118	453	102	16
WT-26-002	1.3	2.05	0.488	15.05	1.18	0.111	277	80	12
	2.05	3.55	0.438	12.15	1.605	0.128	305	78	16
	3.55	5.05	0.383	16.15	1.44	0.172	463	104	19
	5.05	5.45	0.48	8.19	0.687	0.086	275	62	6
WT-26-003	1.07	2.05	0.424	9.28	1.2	0.109	257	81	11
	2.05	3.27	0.558	12.5	0.84	0.128	270	85	9
	3.27	4.77	0.513	18.7	1.22	0.188	442	108	17
	4.77	6.27	0.345	12.5	1.625	0.120	388	107	17
	6.27	7.77	0.516	11.25	2.1	0.136	360	103	18
	7.77	9.27	0.565	10.85	2.85	0.148	311	97	28
WT-26-004	1.77	3.27	0.39	9.27	1.57	0.171	252	81	18
	3.27	4.77	0.251	7.77	1.17	0.125	267	81	11
	4.77	6.27	0.486	15.65	1.39	0.158	434	106	16
	6.27	7.77	0.715	13.1	1.225	0.100	271	96	9
	7.77	9.27	0.561	10.85	1.515	0.135	269	92	12
	9.27	10.77	0.528	10.2	1.35	0.100	265	90	10
	10.77	12.27	0.502	11.55	2.11	0.103	296	96	14
	12.27	12.47	0.671	11.9	1.545	0.113	272	94	12
	12.47	13.97	0.785	11.8	1.57	0.119	242	92	11
WT-26-005	1.77	3.27	0.26	9.09	1.480	0.125	203	71	10
	3.27	4.77	0.29	7.93	1.225	0.102	260	81	12
	4.77	6.27	0.42	10.20	0.820	0.093	270	77	8
	6.27	6.88	0.64	11.90	1.285	0.120	237	91	11
WT-26-007	4.77	6.27	0.42	11.50	1.315	0.131	323	88	13
	6.27	7.77	0.69	11.10	1.405	0.133	200	88	12
	7.77	9.27	0.63	10.00	1.570	0.132	190	82	13
	9.27	10.27	0.44	8.55	1.755	0.111	205	90	16
WT-26-011	1.57	3.07	0.45	11.10	1.015	0.106	315	74	12
WT-26-011A	1.57	3.07	0.05	1.32	0.912	0.026	60	22	5
WT-26-012	0.51	1.77	0.34	10.25	1.675	0.170	358	103	20
	1.77	3.27	0.53	13.40	1.260	0.127	430	103	17
	3.27	4.77	0.35	12.25	1.240	0.109	383	98	14
	4.77	6.27	0.51	11.60	1.135	0.105	341	86	11
	6.27	7.77	0.63	13.40	1.510	0.136	286	88	14
	7.77	9.27	0.62	12.80	1.470	0.126	289	97	14
	9.27	10.77	1.32	18.65	2.240	0.155	262	97	18
	10.77	11.71	0.53	13.65	3.290	0.188	303	101	24
WT-26-013	1.77	3.27	0.52	13.30	1.405	0.134	366	83	14
	3.27	4.77	0.42	14.45	1.255	0.126	370	95	12
	4.77	6.27	0.57	11.55	0.713	0.085	374	66	6
	6.27	7.77	0.54	14.10	1.385	0.127	270	86	11
WT-26-014	1.77	3.27	0.43	10.05	1.340	0.131	349	84	14
	3.27	4.31	0.30	12.45	1.380	0.122	392	114	15
WT-26-015	3.27	4.77	0.41	12.55	0.895	0.102	330	97	10
	4.77	5.82	0.48	12.90	1.240	0.105	370	92	12
	5.82	6.27	0.52	11.90	0.890	0.095	340	88	10
WT-26-018	3.27	4.07	0.26	13.50	1.410	0.105	305	92	14
WT-26-021	3.27	4.77	0.64	14.20	1.145	0.118	334	83	10
	4.77	5.74	0.71	13.80	1.105	0.110	281	79	9
WT-26-026	1.77	4.77	0.71	11.65	0.885	0.113	308	74	8
	4.77	6.27	0.76	11.50	1.035	0.126	315	75	9
	6.27	6.60	0.67	12.35	1.800	0.142	258	77	17

Table Note: Assay results by ALS Laboratory methods ME-MS61, Au-ICP21 (for gold) and Zn-OG62 (for Zn>1%). * Zinc results >1% Zn by method Zn-OG62, Zn <1% by method ME-MS61. Batch 2 samples reported under ALS certificate TB26067642. Future sample batches may contain further results for the reported Hole IDs. 

Analytical Methods: The certified assay results are by ALS Laboratories using four-acid super trace multielement method ME-MS61 (four-acid digestion for near-total recovery across a suite of 48 elements), Au-ICP21 (gold by fire assay with an inductively coupled plasma atomic emission spectroscopy finish) and Zn-OG62 (four-acid overlimit method for high-grade zinc).

 

Table 6: Vibracore Sample Collar Locations and Tailings Depths for Holes Reported in Table 5

Vibracore Hole ID #	UTM Northing	UTM Easting	Collar Elevation (m)	Depth to Tailings Surface (m)	Depth to Tailings Base (m)	Tailings Thickness* (m)
WT-26-001	5424415	473016	464.1	0.6	6.6	6.0
WT-26-002	5424415	473042	463.8	1.3	5.5	4.2
WT-26-003	5424415	473091	463.4	1.1	9.3	8.2
WT-26-004	5424415	473141	463.3	0.9	14.0	13.1
WT-26-005	5424414	473191	464.0	1.0	6.9	5.9
WT-26-007	5424364	473215	463.2	0.8	10.3	9.5
WT-26-011	5424315	473090	464.4	0.6	3.1	2.5
WT-26-011A	5424315	473094	463.3	0.6	3.1	2.4
WT-26-012	5424315	473140	463.7	0.5	11.7	11.2
WT-26-013	5424314	473191	463.4	0.6	7.8	7.2
WT-26-014	5424313	473235	464.2	0.6	4.3	3.7
WT-26-015	5424263	473215	462.9	0.6	6.3	5.7
WT-26-018	5424264	473065	463.3	0.6	4.1	3.5
WT-26-021	5424214	473190	463.7	0.6	5.7	5.1
WT-26-026	5424064	473165	462.1	0.8	6.6	5.8

Table Note: UTM Zone 16N NAD83 Datum.  WT-26-011A drilled to test for a suspected false bottom encountered in WT-26-011. Table includes statistics for four Vibracore holes reported 17 March 2026. * Apparent tailings thickness and vertical profile tested by assays may differ. Depth figures rounded to 1 decimal place.

 

Corporate and Financial Highlights

Share Issues and Director Dealings

Placings

On 20 January 2025, the Company announced the completion of a conditional placing of 910,000 ordinary shares of no par value (the "Placing Shares") at a price of 50 pence per Placing Share (the "Placing Price") in a placing (the "Placing"), raising gross proceeds of £455,000. Each Placing Share was issued with one warrant attached entitling the holder to subscribe for one new ordinary share at a price of 75 pence (the "Warrants"). The Warrants have a life of 36 months from the date of Admission on 28 February 2025.  The shares were admitted on 28 February 2025.

On 28 October 2025 the Company announced 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 in the capital of the Company at a price of 60 pence per ordinary share. The shares were admitted on 31 October 2025.

On 30 October 2025 the Company announced that it had raised gross proceeds of approximately £55,570 pursuant to a WRAP Retail Offer, alongside the October 2025 placing. The Company issued a total of 92,616 new Ordinary Shares at a price of 60 pence per ordinary share.

Debt Capitalisation

On 12 March 2025, the Company announced that it had agreed terms to capitalise its only outstanding debt facilities, comprising the £150,000 of unsecured convertible loan notes announced 20 November 2023, which carry an interest rate of 15%. The Company settled this liability by the issue of new ordinary shares with warrants attached, on the same economic terms as the most recent placing announced on 20 January 2025.

The Company allotted, issued and admitted to trading a combined total of 362,250 shares at an issue price 50p (the "Settlement Shares") and delivered 362,250 warrants with an exercise price of 75p to the former holders of the loan notes. The warrants have a life of 3 years and are subject to an "accelerator" requiring the warrants to be exercised should the Panther share price exceed £1.50 at any time over a period of 20 trading days following the date of the issue of the warrants. The shares were admitted on 8 April 2025.

Warrant Exercise

On 24 June 2025, the Company announced it had received notice of exercise of a total of 106,666 warrants with an exercise price of 75p per share, raising £80,000 for the Company.  The Company made applications for 106,666 new Ordinary Shares to be admitted to listing and Admission took place on 30 June 2025.

Director Purchase in Market

On 25 June 2025, the Company that on 24 June 2025 Kerry Hazelwood, a the wife of the Chief Executive Officer, Darren Hazelwood, had purchased 21,068 ordinary shares of no par value in the Company ("Ordinary Shares") at a weighted average price of 94.9p per Ordinary Share. Following the transaction, the number of shares in which Darren and Kerry Hazelwood have an interest has increased by 21,068 Ordinary Shares to 276,457 Ordinary Shares.

Director Direct Subscription

On 30 June 2025, the Company announced that Executive Chairman, Nicholas O'Reilly, and Chief Executive Officer, Darren Hazelwood, have undertaken a direct share subscription with the Company for a total of £132,000 at the market mid-price of 69p.   Mr Hazelwood subscribed for a total of 155,072 new shares for a consideration of £107,000. Mr O'Reilly subscribed for a total of 36,232 new shares for a consideration of £25,000, taking his total holding to 113,305 Ordinary Shares.

Statutory Matters

On 2 April 2025, the Company announced that at its General Meeting of the Company, all resolutions were duly passed. On 30 June 2025, the Company announced the results of its AGM in which all of the resolutions were passed successfully.

On 28 April 2025, the Company published the audited results for the year ended 31 December 2024. A copy of the 2024 Annual Report was submitted to the National Storage Mechanism and is available to the public for inspection at: https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism

Sale of Shares in Fulcrum Metals

On 8 April 2025, the Company announced that it had sold a total of 7,625,122 ordinary shares of nominal value 1 pence each in the capital of Fulcrum Metals PLC ("Fulcrum") (the "Ordinary Shares") on 7 April 2025, at a price of 3.5 pence per Ordinary Share, for an aggregate amount of £266,879 (net of fees and expenses). The Fulcrum sale constituted a disposal of Panther's remaining holding in Fulcrum.

Advisory Board

On 18 June 2025, the Company announced the appointment of Julien Bosche to the Advisory Board. Julien brings over 16 years of mining investment and private equity related experience, including merger and acquisition strategy, transaction execution and deal origination.

On 23 July 2025, the Company announced the appointment of Mr Kerem Usenmez MSc. P.Eng to the Company's Advisory Board. Kerem brings a wealth of knowledge and experience on the Winston Project the high-grade, advanced stage, polymetallic zinc, copper and precious metal property which is the subject of option and purchase agreements announced 17 June 2025.  Kerem will commence his Advisory Board position upon the successful completion of the Winston acquisition.

The Advisory Board now comprises Mel Sanderson, Julien Bosche and Kerem Usenmez.

Bitcoin Acquisition and Disposal

On 23 June 2025, the Company announced the successful opening of a Bitcoin Treasury account CoinCorner Ltd based in the Isle of Man. The Company purchased one Bitcoin with Coincorner on 24 June 2025. The Company sold all of its Bitcoin during Q3 2025 and has no immediate intention to buy Bitcoin.

Exploration Agreements

Obonga Amendment

On 3 April 2025, the Company announced the amendment and extension to the purchase agreement (the "Amending Agreement") with Broken Rock Resources Ltd ("Broken Rock") over the Obonga Project ("Obonga" or the "Property"), which covers over 90% of the Obonga Greenstone Belt, in Ontario, Canada. The Amending Agreement to the 2021 purchase agreement (announced 2 August 2021) allows for an additional year to meet the exploration commitment at Obonga.

Under the Amending Agreement the exploration commitment is now spread over five years; whilst the original net smelter return royalty is replaced with a gross revenue royalty equal to 1.5% of the gross value of the sale proceeds received by the royalty payor from activity carried out on the Property.

In connection with the signing of the Amending Agreement Panther allotted and issued 42,070 new ordinary shares (the "Consideration Shares") with a value of Canadian $30,000 (£16,216) to Broken Rock (based on the mid-market closing price of Panther's ordinary shares on 27 March 2025 and an exchange rate of CAD$1.85 to £1.00.

The Consideration Shares were credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares in the share capital of the Company, including the right to receive all dividends and other distributions declared, made, or paid on or in respect of such shares after the date of issue of the Consideration Shares. The shares were admitted on 8 April 2025.

Winston Agreements

 On 17 June 2025, the Company announced the signing of two option and purchase agreements (the "Agreements") to create the Winston Project, a polymetallic high-grade zinc, copper and precious metal volcanogenic massive sulphide ("VMS") property comprising a critical mineral mine redevelopment and resource building exploration opportunity (the "Project"), located 50 km east of Thunder Bay in Ontario, Canada.

The Agreements signed with First Quantum Minerals Ltd ("First Quantum"), the Canada based global top-10 copper mining company and Frontier Energy Ltd ("Frontier"), the Australia listed renewable energy company, consolidate a project area comprising both freehold patented, leased and crown land mining claims. These cover two high-grade VMS deposits, Pick Lake and Winston Lake, the Winston Lake Mine site infrastructure and highly prospective exploration targets.

The 2021 Feasibility Study for the mine redevelopment expected to generate average life of mine ("LOM") annual EBITDA of C$67.64 million (M) (£39.23M) and have a pre-tax NPV(8%) of C$ 175.8 M (£73.0M) and IRR of 26%, with further strong exploration potential for defining additional Mineral Resources and Mineral Reserves from the two main deposits as well as additional near-mine VMS exploration targets.

Panther's Winston Project is underpinned by two separate purchase option agreements which will upon exercise consolidate the mining claims, leases and mineral assets into a single 100% owned property. 

1. First Quantum Minerals Option to Purchase Winston Lake Property

The First Quantum option to purchase agreement affords Panther the Option to purchase all right, title and interest in, the Winston Lake Property and patented land leases. The agreement includes an initial due diligence period in which Panther has the right to conduct agreed exploration work.

 

In the initial 12-month due diligence period Panther has the right to all project data and to conduct an agreed exploration programme on the First Quantum property, in return for a C$100,000 (£54,100) payment.  Prior to the expiration of the due diligence period, Panther may extend the period for a further 12 months up to three times (for a total maximum due diligence period of 48 months) by making payments of C$50,000 (£27,205) per extension.

Upon Panther exercising the purchase option, First Quantum will be granted a 2% net smelter return ("NSR") royalty (the "Royalty") over the Winston Lake Property, with Panther having the right to purchase back half (50%) of the Royalty for a payment of C$3,000,000 (£1.63M). Upon exercise Panther will be required to replace First Quantum's outstanding letter of credit for C$4,000,000 (£2.18M) (or such greater amount as may be in place as of the completion date), currently issued in favour of the Ministry of Northern Development and Mines.

2. Frontier Energy Option and Sale and Purchase Agreement for the Pick Lake Mining Ltd Property

The terms of the Frontier Energy Option and Sale and Purchase Agreement comprise an Option Period running to 15 October 2025. An Option payment of 100,000 Australian dollars (A$) (£48,540), with additional A$30,000 (£14,577) per month, payable on the first business day in each month thereafter and ending on 15th October 2025, the payments in each case offset against the total purchase price of A$2,750,000 (£1.33M), when the Option is exercised. Panther is entitled to exercise the Option at any time during the Option Period. 

The Pick Lake property is subject to a 2% NSR royalty with a previous owner, 50% of which may be bought back for C$1M (£759,000).On 16 October 2025 the Company announced that the agreement had been extended to 29 October 2025 and on 30 October 2025 the Company announced that it had terminated the agreement on the basis that funds had not been raised to satisfy the consideration.

Board

 

On 26 November 2025 the Company announced the appointment of Katherine O'Reilly to the Company's executive board as CFO (Chief Financial Officer) with immediate effect. Katherine previously served as a Non-Executive Director of the Company.

 

 

Corporate Matters

 

Post Year End Developments

Placing

On 9 February 2026 the Company announced that it has raised gross proceeds of £1,190,000 (before expenses) through a placing of 1,700,000 ordinary shares of no par value at a price of 70 pence (the "Placing Price"). The Placing, which received substantial backing from new and existing institutional investors and existing shareholders of the Company, was significantly oversubscribed and subject to scale back.   The shares were admitted on 16 February 2026.

Filing of Preliminary Non Offering Prospectus

On 13 February 2026 the Company announced that it has filed a preliminary non-offering prospectus (the "Prospectus") with the Ontario Securities Commission (the "Commission") and has applied to the Canadian Securities Exchange (the "CSE") for a secondary listing of its ordinary shares on the CSE in Canada (the "Listing"). The Company's ordinary shares will continue to be listed on the official list of the UK Financial Conduct Authority and traded on the main market for listed securities of the London Stock Exchange PLC.

Final acceptance of the Prospectus and the Listing are subject to the review and approval of the Commission and the CSE, respectively. The Prospectus contains important information relating to the Company and its currently issued share capital and is subject to amendment as may be required by the Commission. The Prospectus will be available for review under Panther's profile on the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca.

Panther Metals Canada

Post year end on 15 January 2026 the Company announced the signing of a three year term purchase option agreement (the "Purchase Option") over three multicell mining claims (the "Properties" or "Claims") which comprise the Otter Gold, Z2 Gold and Wig properties at Obonga. The Purchase Option signed with Mrs Karen Siltamaki is a partial replacement for the purchase option agreement announced 22 November 2021 signed with her late spouse Mr Aki Siltamaki and secures Panther options over the Properties through to January 2029. The Purchase Option allows Panther the option to purchase the Claims for a total cash consideration of CAN$200,000 (£116,000) and the award of a 1.5% net smelter return ("NSR") royalty (with a provision for Panther to reduce the royalty to 1.0% NSR through a CAD$1,000,000 (£538,100) buy-back). The Purchase Option price, was CAD$10,000 (£5,550) with further payments of CAD$10,000 (£5,550) due on each anniversary of the date of signing, for three consecutive years.

 

Key Performance Indicators

 

At this stage in the Group's development, the Directors consider that the most relevant indicators of performance relate to financial position, market capitalisation and share price.

 

Accordingly, the Group monitors net assets, market capitalisation and share price as key measures of financial success from a shareholder value perspective. In parallel, from an operational perspective management tracks progress against operational milestones, including work programme execution, partnership development, and advancement of exploration and appraisal activities, as these represent the primary drivers of future value creation.

 

The key performance indicators are set out below:

	31-Dec-25	31-Dec-24	Change
Net asset value	£2,234,684	£2,111,196	6%
Market Capitalisation	£4.71m	£3.64m	29%
Share Price	67.5p	85p	(21%)

 

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  to generate 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 following transactions in the year ended 31 December 2025 have given rise to funding inflows

·      On 20 January 2025, the Company announced the completion of a conditional placing of  910,000 ordinary shares of no par value (the "Placing Shares") at a price of 50 pence per Placing Share (the "Placing Price") in a placing (the "Placing"), raising gross proceeds of £455,000. Each Placing Share was issued with one warrant attached entitling the holder to subscribe for one new ordinary share at a price of 75 pence (the "Warrants"). The Warrants have a life of 36 months from the date of Admission on 28 February 2025.  The shares were admitted on 28 February 2025.

 

·      On 28 October 2025 the Company announced 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 in the capital of the Company at a price of 60 pence per ordinary share. The shares were admitted on 31 October 2025.

 

·      On 30 October 2025 the Company announced that it had raised gross proceeds of approximately £55,570 pursuant to a WRAP Retail Offer, alongside the October 2025 placing. The Company issued a total of 92,616 new Ordinary Shares at a price of 60 pence per ordinary share.

 

·      On 24 June 2025, the Company announced it had received notice of exercise of a total of 106,666 warrants with an exercise price of 75p per share, raising £80,000 for the Company.  The Company made applications for 106,666 new Ordinary Shares to be admitted to listing and Admission took place on 30 June 2025.

 

·      On 30 June 2025, the Company announced that Executive Chairman, Nicholas O'Reilly, and Chief Executive Officer, Darren Hazelwood, have undertaken a direct share subscription with the Company for a total of £132,000 at the market mid-price of 69p.   Mr Hazelwood subscribed for a total of 155,072 new shares for a consideration of £107,000, taking his and Mrs Hazelwood's total holding to 7.32% of the issued share capital in the Company. Mr O'Reilly subscribed for a total of 36,232 new shares for a consideration of £25,000, taking his total holding to 113,305 Ordinary Shares equivalent to 1.92% of the issued share capital in the Company.  The total number of Ordinary Shares in issue following Admission was 5,891,370.

 

As at the year-end date the Group had total cash reserves of £71,085 (2024: £17,536).

On 9 February 2026 the Company announced that it has raised gross proceeds of £1,190,000 (before expenses) through a placing of 1,700,000 ordinary shares of no-par value at a price of 70 pence (the "Placing Price"). The Placing, which received substantial backing from new and existing institutional investors and existing shareholders of the Company, was significantly oversubscribed and subject to scale back.   The shares were admitted on 16 February 2026.

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. The Company 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 has been committed to the disclosure of climate-related financial information in line with the four overarching pillars of the Task Force on Climate related Financial Disclosures (TCFD) recommendations. These recommendations have since been fully integrated into the International Sustainability Standards Board (ISSB) framework, ensuring continuity and a seamless transition for companies already reporting under the TCFD structure. The Company will adopt the UK Sustainability Reporting Standards (IFRS S1 and IFRS S2) when they are mandatorily effective which is currently expected to occur  in the 2027 financial year.

 

Pillar		Status
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.   On 9 December 2022, the Board established a Responsibility Committee to oversee this area.   The Responsibility Committee makes decisions and takes action to include climate risks and opportunities in our risk assessment/risk register as reported to them by management and then chooses an appropriate response to the risk or opportunity, together with the potential financial impact of that response.   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.
Strategy   a) Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term ("s/t", "m/t" and "l/t").                                             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.		The risk register is reviewed and discussed at least annually by the Audit Committee. In FY25 the committee concluded that these are the 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).   The impact of any of the climate related risks identified above could have a material financial impact on the Company by virtue of governmental policy change or eroding of our currently positive relationships with First Nations or other environmental stakeholders. ·      The nearest term risk which has the most immediate financial impact is our relationship with First Nations, as their consent is required to commence exploration activities. ·      In the medium-term governmental exploration policy changes from the prevailing administration or the impact of environmental pressure groups) could materially financially impact the Company although this is considered remote due to governmental support of the Company's exploration projects to date and the governmental activities currently underway to support and promote exploration related activities such as grants and other funding initiatives. ·      Weather related impacts could take place within any time period and can shorten the annual time period within which the Company can conduct its exploration activities or in extreme cases could make the exploration activities impossible due to feasibility or budget. Conversely opportunities in relation to the emergence of new technologies where the Group's exploration activities and output could provide a key component could present a material upside to the Company.   The Responsibility Committee continues to seek the relevant data to include a description of the resilience of the organisation's strategy taking into consideration different climate related scenarios, including a 2°C or lower scenario. Part of the data gathering requires a more extensive set of data and analytics from its exploration activities which is undertaken by third party suppliers, and which has not been available in 2025.
Pillar		Status
Risk management a) Describe the organisation's processes for identifying and assessing climate-related risks. b) Describe the organisation's processes for managing climate related risks.   c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation's overall risk management.		On 9 December 2022 the Board created a Responsibility Committee to ensure that the processes for identifying, assessing, and managing climate-related risks are integrated into the organisation's overall risk management.    The Responsibility Committee reports any change in climate related risks or the identification of any new climate-related risks to the Board as and when they are highlighted by exploration project management or by the members of the Responsibility Committee.     The organisation currently assesses and manages climate related risks and opportunities as part of the planning and execution of exploration activities. This assessment includes undertaking the following processes: A) Commissioning environmental impact surveys from independent third-party consultants prior to commencement of activities, together with adopting all appropriate recommendations. B) Timely consultation and liaison with key environmental stakeholders such as First Nations to explain the nature of the proposed exploration programme and seeking permission to commence exploration activities. Regular follow ups throughout the programme. C) Ensuring compliance with the Prospectors & Developers Association of Canada E3 Plus: A Framework for Responsible Exploration and the International Council on Mining and Metals Sustainable Development Framework (the ICMM 10 Principles). D) Consulting with and engaging local experts in the project area terrain and climate to provide guidance on risks and opportunities around the physical impacts of climate change e.g., heavy snow, rising water levels in the project area or potential weather conditions which may impact the exploration programme.   Management of these risks is performed by the exploration project management team and any significant risks or risks which cannot be adequately mitigated or have any uncertainty around mitigation are reported to the Responsibility Committee to escalate to the Board. Each Board meeting will typically contain reference to all the above risks and processes.
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.		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 also tasks the project managers to compile a set of metrics and targets with which to assess climate-related risks and opportunities they have identified. These metrics and targets are listed in the table on the next page.   The Company operates from serviced offices in the UK and gas and electricity is included within the monthly service fee, as such, emissions disclosure is not possible.   In relation to Group's warehousing facilities in Canada, the Company's scope 1 emissions for the year are 57,4 (2024: 47.15) metric tonnes of CO2e and relate to gas. The Company's scope 2 emissions for the year are 0.75 (2024: 0.9) metric tonnes of CO2e and relate to electricity. The Company's scope 3 emissions are 32 (2024: 31.58) metric tonnes of CO2e and relate to UK and international travel and accommodation and additional goods and services.   The Company uses third party providers to undertake its project-based activities and emissions data is not readily available from these third parties.  The Company has therefore used exploration expenditure data from these third parties to calculate an additional scope 3 emissions figure of 8.10 (2024: 41.64) metric tonnes of CO2e.   The targets used by the organisation to manage climate related risks and opportunities and performance against targets are stated on the next page.
Type of Risk	Specific Risk		Ongoing Metric and 2025 Target	2025 Target Status and 2026 Objectives
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.	Canadian governmental exploration policy changes (medium and long term).		Level of governmental support of the sector through grant funding and no adverse changes to current regulatory status.   Target is to apply for governmental grant funding in 2025.	Grant funding received in 2025. Further grant funding opportunities to be sought in 2026/27.
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.	Reputational risk tied to community perceptions of the Group's activities (First Nations- all terms).		Lines of communication with the First Nations in terms of frequency and nature of written and verbal communication with no adverse communication (verbal or written).   2025 target was to maintain positive lines of communication with First Nations and other environmental stakeholders and meet with First Nations during 2025 to foster relationships further.	Positive lines of communication maintained with First Nations and other environmental stakeholders in 2025 with several meetings held with First Nations during 2025 and requested permits awarded or renewed due to a deeper understanding and trust between parties being achieved. 2026 target is to maintain this.
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.	Climate change litigation (First Nations and other environmental stakeholders- all terms).		Lines of communication with the First Nations in terms of frequency and nature of written and verbal communication with no adverse communication (verbal or written) plus emissions data publication where possible to ensure transparency to all environmental stakeholders.   2025 target was to maintain positive lines of communication with First Nations and other environmental stakeholders and meet with First Nations during 2025 to foster relationships further.   2025 target was to obtain emissions data from key third party suppliers in 2025 where possible and publish where practicable.	Positive lines of communication maintained with First Nations and other environmental stakeholders in 2025 with several meetings held with First Nations during 2025 and requested permits awarded or renewed due to a deeper understanding and trust between parties being achieved.  2026 target is to maintain this. It has not been possible to obtain detailed emissions data from our third-party suppliers as this information is not readily available. However, we have used project expenditure to quantify our scope 3 emissions and will continue to do so whilst this remains the case.
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.	Opportunities from emergence of new technologies where Group's exploration activities and output could provide a key component (m/t and l/t).		Opportunity to be measured by keeping appraised of emerging new technologies in connection with Panther's exploration activities. 2025 target was to attend update sessions on emerging technologies which may be relevant to Panther's activities.	In March 2025 and March 2026 Darren Hazelwood and Nicholas O'Reilly attended PDAC in Toronto Canada and attended learning sessions to keep abreast of emerging technologies to supplement their day-to-day intelligence gathering on the subject.  Ongoing target is to attend update sessions on emerging technologies which may be relevant to Panther's activities.
Risks related to the physical impacts of climate change meaning exploration activity is made impossible or possible at a higher cost.	Extreme weather and higher temperatures (all terms).		Risk to be measured by monitoring of weather and weather change patterns in exploration areas. 2025 target is for no change to be highlighted in order or make exploration activities predictable.	2024/25 work programme in Dotted Lake was made more challenging by warmer than expected conditions. However, the team completed the work programme by adapting their approach and will take away learnings for subsequent work.   2026 target is for no further change to be highlighted in order or make exploration activities predictable.

COPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

 

Chairman's Overview

 

On behalf of the Board, I am pleased to present the Corporate Governance Report for the year ended 31 December 2025.  We at Panther Metals believe that having a solid corporate governance structure throughout the business is a vital factor in achieving our strategic goals and creating value for our shareholders. The Board is committed to  maintaining high standards of corporate governance and in this it is guided by the Quoted Companies Alliance's Corporate Governance Code (the "QCA Code"). The Directors believe the QCA Code to be the most appropriately recognised corporate governance code for the Group to adhere to. During the year under review, the Board has sought to transition to the updated Quoted Companies Alliance Corporate Governance Code 2023 ('2023 Code") and has continued to strive to uphold the principles of the QCA Code across the business.

As Chairman of the Board of Directors of Panther Metals PLC, it is my responsibility to ensure that Panther has both sound corporate governance and an effective board. Each of the directors recognises the importance of sound corporate governance, and the need to take into account the Group's size and stage of development.  

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.

The company's business model and strategy, including key challenges and their execution is set out in the Strategic Report.

Details of director's remuneration are set out in the Directors' Remuneration Report.

Role of the Board

 

The Board has a responsibility to govern the Group rather than to manage it and in doing so act in the best interests of the Group as a whole. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director. Non-Executive Directors receive formal letters of appointment, setting out the key terms, conditions and expectations of their appointment. Each member of the Board is also expected to maintain and develop their skills in their particular areas of expertise and ensure they keep abreast of changes in listed company laws and regulations.

 

Responsibilities of the Board

 

The Board is responsible for formulating, reviewing and approving the Group's strategy, financial activities and operating performance. Day to day management is devolved to the Executive Directors, who are charged with consulting the Board on all significant financial and operational matters.

 

Board of Directors

 

The Board of Directors currently comprises five Directors, three Executive Directors and two non-executive directors who are considered to be independent.

 

The Directors are of the opinion that the Board comprises a suitable balance and that the recommendations of the QCA Code have been implemented to an appropriate level. The Board maintains regular contact with its advisers and public relations consultants in order to ensure that the Board develops an understanding of the views of major shareholders about the Group.

 

All Directors have access to the advice of the Group's solicitors and the Group Secretary, necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively and all Directors have access to independent professional advice at the Group's expense as and when required.

 

The primary duty of the Board will be to always act in the best interests of the Company. Matters reserved for the board are as follows

Ø   Strategy and Management (responsibility for the overall leadership of the Group and setting the Group's values and standards, responsibility for the reputation of the Group, approval of the Group's strategic aims and objectives, approval of the Group's annual operating and capital expenditure budgets and any material changes to them, review of performance in the light of the Group's strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken, extension on the Group's activities into new business or geographical areas, any decision to cease to operate all or any material part of the Group's business);

Ø   Structure and Capital (major changes to the Group's corporate structure, changes to the Group's management and control structure, any changes to the Group's listing);

Ø   Financial Reporting and Controls (approval of half yearly, interim management statements and any preliminary announcements of final year results, approval of the annual report and accounts, approval of any significant changes in accounting policies or practices, approval of treasury policies, including foreign currency exposure and the use of financial derivatives);

Ø   Internal Controls (ensuring maintenance of a sound system of internal control and risk management, including a) reviewing the effectiveness of the Group's risk and control processes to support its strategy and objectives; b) reviewing the Group's risk register; and c) approving an appropriate statement for inclusion in the annual report);

Ø   Contracts (major capital contracts, contracts, which are material, strategically or by reason of size, entered into by the Group or any subsidiary in the ordinary course of business);

Ø   Communication (approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting, approval of all circulars and prospectuses);

Ø   Board Membership and Other Appointments;

Ø   Remuneration (determining the remuneration policy for the Directors and other senior Executives, determining the remuneration of the Non-Executive Directors, introduction of new share incentive plans or major changes to existing plans, for approval);

Ø   Delegation of Authority (the division of responsibilities between the Chairman, the Chief Executive and other Executive Directors, approval of terms of reference of Board Committees, receiving reports from Board Committees on their activities);

Ø   Corporate Governance Matters (review of the Group's overall corporate governance arrangements);

Ø   Policies (approval of the Group policies); and

Ø   Other (approval of the appointment of the Group's principal professional advisers, prosecution, defence of settlement of litigation involving above £5 million or being otherwise material to the interests of the Group, approval of the overall levels of insurance for the Group, including Director's and Officers' Liability Insurance)

 

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 during the year ended 31 December 2025 comprised Tracy Hughes as chair (previously Nicholas O'Reilly), Simon Rothschild and Katherine O'Reilly and meets not less than twice each year. Post year-end on 1 April 2026 Tracy Hughes resigned and Donna- Belen Humphreys was appointed as Non-Executive Director. Donna took over Tracy's role as chair of the committee. 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 Katherine O'Reilly, meets normally not less than twice each year. The Nomination Committee is responsible for reviewing succession plans for the Directors.

Board Meeting Attendance 2025

The Board meets regularly throughout the year. During the year ended 31 December 2025, the Board had 12 Board meetings

Director	Board Meetings   (12)	Audit Committee Meetings (2)	Remuneration Committee Meetings (2)	Nomination Committee Meetings (1)
Darren Hazelwood	12	-	-	-
Nicholas O'Reilly	12	2	-	1
Katherine O'Reilly	12	-	2	1
Simon Rothschild	12	2	2	1
Tracy Hughes	12	2	2	-
Total meetings	12	2	2	1

 

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.

 

Current 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.   A keen focus on deal delivery and network identification laying the foundations for growth.

Nicholas O'Reilly, Executive Chairman

Nicholas is an experienced exploration geologist and consultant having worked for over 20 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 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 (denoted Qualified for Mineral Reporting), a Member of the Society of Economic Geologists and a Fellow of The Geological Society of London.

Katherine O'Reilly, Chief Financial Officer

Katherine O'Reilly is a Fellow of the Institute of Chartered Accountants in England and Wales. Katherine began her career as an auditor before transitioning into Corporate Finance, spending 11 years working in Capital Markets and Transaction Services. Since 2017 she has been providing Finance and Operations consultancy to a variety of companies across a number of different sectors, including natural resources.

Tracy's past business experience includes being the co-founder of a FTSE recognised rare earths indices company REE Stocks PLC (2011-2014), and a principal partner in a boutique investment banking firm Hughes & Cowans Ltd. that held an Exempt Market Dealers license for 8 years (2007-2013). This same firm was the catalyst for the business television series DealFlow, which was broadcast in 294 million households worldwide (2008-2010). Featured on CNBC for 1-year, Tracy was the Host, Executive Producer, and the President for DealFlow World Inc.

In the early nineties, Tracy started in PR for television and then quickly evolved into radio where Billboard Magazine cited her as one of the top 3 Radio Trackers in North America. Working for recording artists with many of the top record labels at the time, her last role in the music industry was as the VP of Marketing, Canada, for Red Ant Entertainment, a NYSE listed company at the time, which Tracy credits this as her first real introduction to the public markets.

Tracy received her BA in Political Science from the University of Tennessee in 1988 and is a well-known speaker, investment market interview host and columnist.

Simon Rothschild, Independent 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 specialised 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 served as 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.

Donna-Belen Humphreys, Independent Non-Executive Director (appointed 1 April 2026)

Donna-Belen brings over 25 years of experience across investor relations, corporate development, compliance, marketing, and strategic planning within public and private financial markets, including junior mining, real estate finance, mortgage, and insurance sectors.

 She has developed and implemented comprehensive compliance policies and procedures within Canadian regulated environments, including risk management and anti-money laundering frameworks, and has led the rollout of these programmes across teams to support regulatory adherence and operational consistency.

Her experience includes responsibility for investor relations across multiple sectors, including junior mining, real estate finance, and financial services, where she has managed shareholder communications, supported capital raising initiatives, and represented organisations in market-facing forums. She has contributed to strengthening investor engagement and confidence through clear communication and strategic positioning, while maintaining effective relationships with stakeholders.

Donna-Belen has also contributed to the development and launch of new business verticals and led marketing strategy to support growth and brand positioning. She holds experience as a licensed Exempt Market Dealer.

Tracy Hughes, Independent Non-Executive Director (Resigned 1^st April 2026)

Tracy Hughes is the Founder (2001), CEO, and Director of InvestorNews Inc., the publisher of InvestorNews.com, which is an independent source of market news that receives over 120 million hits annually. Further to its role as an online Publisher, InvestorNews has been providing digital media services in the capital markets since 2001. Well known since 2010 for hosting some of the largest critical mineral events in the world, Tracy is the Co-Founder and Executive Director for the recently formed (2021) Critical Minerals Institute (CMI), which is focused on critical minerals for a decarbonized economy.

Gender and Ethnic Diversity at Board Level

In accordance with the requirements of DTR7, the Board is required to provide a statement as to whether it has met certain targets related to gender and ethnic diversity at Board level.

The Board confirm that as of 31 December 2025 1 out of 3 diversity targets were met: 40% of the Board were women.  The CFO is a woman. None of the Board members were from an ethnic minority background. The Board will look for opportunities to adhere to all three targets during 2026.

Gender and ethnicity data for the Board is collected on an annual basis through a standardised process managed via the completion of a confidential and voluntary form, through which the individual can self-report on their ethnicity and gender identity. Alternatively, they can specify that they do not wish to provide such data. The criteria of the questionnaire are aligned to the definitions specified in the UK Listing Rules.

	Number of Board	Percentage of the Board	Number of Senior Positions on the Board	Number in Executive Management	Percentage in Executive Management
Men	3	60%	2	2	66%
Women	2	40%	1	1	33%
Not specified/prefer not to say	-	-	-	-	-
White British or other White (including minority-white groups)	5	100%	3	3	100%
Mixed/Multiple Ethnic Groups	-	-	-	-	-
Asian/Asian British	-	-	-	-	-
Black/African/Caribbean/Black British	-	-	-	-	-
Other ethnic group, including Arab	-	-	-	-	-
Not specified/ prefer not to say	-	-	-	-	-

 

The Board are committed to equality, diversity and inclusion. The Company actively promotes equality, diversity and inclusion, and proactively removes and address any activities or behaviours that may jeopardise this commitment. The Company aims to create an environment where all stakeholders can work harmoniously, feel valued, appreciated and included, irrespective of race, ethnicity, culture, gender, skin colour, sexual orientation, marital status, religion, disability, ability, education background, family background, political background, health or representative of any community.

 

Environmental, Social and Governance Commitments

Panther Metals PLC 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. We will integrate environmental, social and health and safety considerations to maintain our 'social licence to operate' in all our business, planning and investment activities.

·      We take seriously our environmental responsibilities, keeping sustainability at the forefront of our objectives. Panther has adopted and seeks alignment with the best practices and principals of e3 Plus: A Framework for Responsible Exploration as set out by the Prospectors and Developers Association of Canada and the International Council on Mining and Metals Sustainable Development Framework (the ICMM 10 Principles).

·      We recognise the importance of broad engagement, respecting and communicating at every level with interested and affected parties, in particular First Nations and other environmental stakeholders.

·      We work to highest standards and maintain full transparency. We demand our network and suppliers follow our own objectives. The Panther employs a stringent selection and risk assessment process whereby suppliers are only appointed who fully comply with our corporate and ethical standards (including modern slavery and human trafficking).

·      The Company aims to ensure that the Company and its employees, agents, and business partners comply with all relevant anti-bribery laws and regulations and prohibits any form of bribery, including giving, offering, promising, or receiving bribes.

 

Section 172 Statement

The Directors of Panther Metals PLC recognise their duty under Section 172 of the Companies Act 2006 (Isle of Man) to promote the success of the Group for the benefit of its members as a whole. In carrying out this duty, the Board considers the long-term consequences of its decisions and the interests of a wide range of stakeholders, including shareholders, employees, suppliers, partners, local communities, and the environment. The following outlines how these considerations have informed Board decision-making during the year.

Long-Term Decision-Making

The Board's strategic focus is on positioning Panther Metals PLC for sustainable long-term growth, underpinned by disciplined capital allocation and portfolio development. Each significant decision is assessed for its potential to strengthen the Group's operational base and financial resilience. During 2025, this included advancing our strategy and presence in Canada through the formation of new partnerships, all with a view to establishing a stable, cash-generative business over time and pursuing a dual listing.

Stakeholder Engagement

The Board recognises that strong relationships with stakeholders are vital to sustainable success. The Company maintains open channels of communication with shareholders and other interested parties through investor updates, meetings, and digital engagement. Feedback received from these interactions informs strategy and operational planning.

• Shareholders: The Board seeks to provide clear, consistent, and timely information regarding the Group's activities, financial performance, and outlook. Investor input plays an active role in shaping the Company's approach to growth and capital management.

• Communities and Partners: In Canada the Group remains conscious of its role within the local operating environment. The Board seeks to ensure that its activities contribute positively to host communities through responsible practices, local collaboration, and respect for local regulations.

Environmental Responsibility

The Board is committed to operating responsibly and to minimising the environmental impact of its activities. As the Group advances its exploration activities, environmental and regulatory considerations are integrated into project planning and execution, reflecting our recognition of the global transition toward more sustainable systems.

High Standards of Business Conduct

Integrity and transparency underpin all aspects of the Group's operations. The Company maintains policies and controls designed to ensure compliance with applicable laws and regulations, including a zero-tolerance stance on bribery and corruption.

Risk Management and Resilience

The Board has established a structured risk management framework to identify, assess, and mitigate key operational, financial, and strategic risks. This framework supports sound decision-making, protects shareholder value, and enhances the Group's resilience as it progresses through its development phase.

Conclusion

The Directors remain committed to promoting the long-term success of the Group through responsible

governance, transparent communication, and thoughtful engagement with all stakeholders. Decisions are made with due regard to the wider economic, environmental, and social impact of the Group's activities, ensuring that Panther Metals PLC continues to build value on a sustainable and ethical foundation.

 

By order of the Board

 

Nicholas O'Reilly

Executive Chairman

17 April 2026

QCA CODE 2023 PRINCIPLES

FOR THE YEAR ENDED 31 DECEMBER 2025

The Board is committed to maintaining high standards of corporate governance and in this it is guided by the Quoted Companies Alliance's Corporate Governance Code 2023 (the "QCA Code"). The QCA Code sets out ten principles that are listed below together with a short explanation of how the Group applies each of the principles and reasons for any non-compliance

Principle	Panther's Application
Establish a purpose, strategy and business model which promotes long-term value for shareholders	Panther follows a medium to long-term corporate strategy, with the objective of identifying and developing natural resource investments, with attractive risk weighted return profiles. The Group has  embarked on early-stage exploration projects (Obonga and Dotted Lake) with higher risk and larger upside as well as more mature  and conservative investments with near-term cash flow potential (Winston Tailings Project). The Group seeks to grow its business and make acquisitions and  disposals to crystalise gains and enhance shareholder value.   The details of the Company's strategy and the key challenges are set out in the Strategic Report.
Promote a corporate culture that is based on ethical values and behaviours	The Group aims to ensure an open and respectful dialogue with shareholders and other interested parties for them to have the opportunity to express their views and expectations for the Group. In this dialogue, the importance of sound ethical values and behaviour is emphasised, both because it is important if the Group is to successfully achieve its corporate objectives that this culture is transmitted through the organisation, and also to set a benchmark and send a signal how it will operate in the Isle of Man, UK and Canada.   This culture of transparency is supported by the Board and feeds through into the Company's ethos, strategy and objectives across the business.    The Group has adopted an Anti-Corruption and Bribery Policy, Whistleblowing Policy, HR and H&S Policies that dictate acceptable behaviour as well as the Share Dealing Code for Directors and employees, required for the Main Market listed companies and in accordance with the requirements of the UK Market  Abuse Regulations   The Group has a zero-tolerance approach to bribery and corruption and has an Anti-Bribery Policy in place to protect the Group, its directors and those third parties to which the business engages with. The Board are reminded of their obligations regularly.
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 particularly 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.
Take into account wider stakeholder and social responsibilities and their implications for long-term success.	Panther recognises its duties to stakeholders, whether at the Isle of Man Parent Company or Canadian subsidiary level, and exploration and tailings project level business partners, consultants and contractors as well as suppliers, service providers and regulators.   Panther strives to be a responsible corporate citizen in the Isle of Man, UK and Canada  and has established a range of processes and systems to ensure that there is ongoing two-way communication, control and feedback processes in place to enable appropriate and timely responses to stakeholder needs interests and expectations.   Details of the Company's stakeholders are considered under s172 disclosures on page 57.  The KPIs are set out on page 42 of the Strategic Report.   The Board is very aware of the significance of social, environmental and ethical matters affecting the business of the Group. Our Environmental, Social and Governance Commitments are set out on page 46.
Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation	The Board regularly reviews its business strategy and 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 Principal 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.
Establish and maintain the board as a well-functioning, balanced team led by the chair	The QCA Code requires that the boards of listed companies have an appropriate balance between executive and non-executive directors. The QCA Code further states that at least two of the non-executive directors should be independent.   As a result, the Board currently comprises of five Directors with a 3:2 balance of Executive Directors and Non- Executive Directors.  Simon Rothchild and Tracy Hughes (Donna-Belen Humphreys post 1 April 2026) are both Independent Directors on the Board.   The Board, led by the Chair, has the necessary skills and knowledge to discharge their duties and responsibilities effectively. The Board is responsible for formulating, reviewing and approving the Group's strategy, financial activities and operational performance. Day to day management is delegated to the Executive Directors, responsible for consulting the Board on all significant financial and operational matters.   The Board approves project budgets and amendments to it, issues of shares or other securities and all significant acquisitions and disposals.   The Board meets as regularly as necessary, typically monthly. The attendance of the Board and Committee meetings are set out in on page 23 of the  Annual Report.    The Board is supported by the Remuneration, Audit and Nominee Committees, details of which are set out on page 68   The Company recognises that under the 2023 QCA Code all directors are to stand for re-election at each AGM.  This is carried out routinely at each AGM.   The Board consists of five Directors: three Executive and two Non-Executives and the Group believes that there is a strong balance of resource sector, technical, financial, accounting, legal and public markets skills.   The profiles of the Board of Directors are included on page 54 of the Annual Report.   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 has issued share options to non-executive directors.  It is considered that the level of the awards are not sufficiently material to have an effect on the independence of the non-executive directors.
Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities	The Group's governance structure, including matters reserved for the Board, is set out on pages 23 to 24 of  the Annual Report.   Whilst the Board has not undertaken collectively any formal training, this is something that will be considered as the business grows and the Board is further established. Tracy Hughes has undertaken formal Non-Executive Director training.   The Directors have a wide knowledge of the business and requirements of Directors' fiduciary duties. The Directors receive briefings and updates from the Group's advisors (legal, auditors,  and broker) on developments and initiatives as they deem appropriate.   The Group's auditors brief the Audit Committee on accounting and regulatory developments, impacting the Group.   Individual Directors may engage external advisors at the expense of the Group upon approval by the Board in appropriate circumstances.
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 currently have a formal performance evaluation procedure in place but intends to implement a process in 2026 with effect from 2027.
Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture.	Details of the Executive's Remuneration is set out in the Directors Report on page 68 As the business develops consideration will be given to putting the Remuneration Report to a separate shareholder advisory vote at the AGM
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholder	The Board recognises that it is accountable to shareholders for the performance and activities of the Group and Group and, to this end, is committed to providing effective communication with the shareholders of the Group.   The Group's financial and operational performance are summarised in the Annual Report and the Interim Report, with regular updates on significant matters are disseminated to the shareholders via Stock Exchange announcements. The Group's stakeholders are kept up to date through descriptions of projects, press comments, broker notes, video updates and various presentations published on the Group's website.

 

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

 

The Directors present their report together with the audited financial statements for the year ended

31 December 2025.

A review of the business and principal risks and uncertainties has been included in the Strategic Report.

 

Dividends

The Directors do not recommend a dividend.

 

Directors

The Directors with their respective dates of service in the period and after the year end are as follows:

Simon Rothschild (1 January 2025 to date)

Darren Hazelwood (1 January 2025 to date)

Nicholas O'Reilly (1 January 2025 to date)         

Tracy Hughes (1 January 2025 to 1 April 2026)

Katherine O'Reilly (1 January 2025 to date)

Donna-Belen Humphreys (1 April 2026 to date)

 

Future Developments

The future developments of the business are set out in the Strategic Report under "Post Year End Developments" and are incorporated into this report by reference.

 

Financial Instruments

Details of the Group's financial instruments are given in note 20.

 

Substantial Shareholders

The Directors are aware of the following shareholdings of 3% or more of the issued share capital of the Company as at 31 March 2026:                                                                                                                                                  

		Number of Ordinary Shares	% of Share Capital
Ian and Katy Bagnall		730,000	8.4%
Adrian Crucefix		620,000	7.1%
Richard and Charlotte Edwards		508,052	5.9%
Darren and Kerry Hazelwood		431,529	5.0%

 

 

Directors' remuneration

 

The remuneration of the Directors has been fixed by the Board as a whole. The Board seeks to provide appropriate reward for the skill and time commitment required to retain the right calibre of Director without paying more than is necessary.

 

Details of Directors' fees and of payments made for professional services rendered are set out in the Directors' Remuneration Report.

 

Political and Charitable Donations

The Company made no political and charitable donations (2024: £nil) during the reporting period.

 

Financial Risk Management Objectives and Policies

 

Details of the Group's financial risk management objectives and policies are set out in note 18 to these financial statements.

 

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 following transactions in the year ended 31 December 2025 have given rise to funding inflows

·      On 20 January 2025, the Company announced the completion of a conditional placing of  910,000 ordinary shares of no par value (the "Placing Shares") at a price of 50 pence per Placing Share (the "Placing Price") in a placing (the "Placing"), raising gross proceeds of £455,000. Each Placing Share was issued with one warrant attached entitling the holder to subscribe for one new ordinary share at a price of 75 pence (the "Warrants"). The Warrants have a life of 36 months from the date of Admission on 28 February 2025.  The shares were admitted on 28 February 2025.

 

·      On 28 October 2025 the Company announced 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 in the capital of the Company at a price of 60 pence per ordinary share. The shares were admitted on 31 October 2025.

 

·      On 30 October 2025 the Company announced that it had raised gross proceeds of approximately £55,570 pursuant to a WRAP Retail Offer, alongside the October 2025 placing. The Company issued a total of 92,616 new Ordinary Shares at a price of 60 pence per ordinary share.

 

·      On 24 June 2025, the Company announced it had received notice of exercise of a total of 106,666 warrants with an exercise price of 75p per share, raising £80,000 for the Company.  The Company made applications for 106,666 new Ordinary Shares to be admitted to listing and Admission took place on 30 June 2025.

 

·      On 30 June 2025, the Company announced that Executive Chairman, Nicholas O'Reilly, and Chief Executive Officer, Darren Hazelwood, have undertaken a direct share subscription with the Company for a total of £132,000 at the market mid-price of 69p.   Mr Hazelwood subscribed for a total of 155,072 new shares for a consideration of £107,000.00, taking his and Mrs Hazelwood's total holding to 7.32% of the issued share capital in the Company. Mr O'Reilly subscribed for a total of 36,232 new shares for a consideration of £25,000.00, taking his total holding to 113,305 Ordinary Shares equivalent to 1.92% of the issued share capital in the Company.  The total number of Ordinary Shares in issue following Admission was 5,891,370.

 

As at the year-end date the Group had total cash reserves of £71,085  (2024: £17,536).

On 9 February 2026 the Company announced that it has raised gross proceeds of £1,190,000 (before expenses) through a placing of 1,700,000 ordinary shares of no par value at a price of 70 pence (the "Placing Price"). The Placing, which received substantial backing from new and existing institutional investors and existing shareholders of the Company, was significantly oversubscribed and subject to scale back.   The shares were admitted on 16 February 2026.

The Directors are aware of the reliance on fundraising within the next 12 months and therefore consider that a material uncertainty exists as to the Company's ability to continue as a going concern. 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.  However the Company may need to obtain further funding over the 12 months following the date of approval of the financial statements. The auditors have made reference to this material uncertainty in their audit report on page 76.

Internal Control

The Directors acknowledge they are responsible for the Group's system of internal control and for reviewing the effectiveness of these systems. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of the Group failing to achieve its strategic objectives. It should be recognised that such systems can only provide reasonable and not absolute assurance against material misstatement or loss.

The Company and its subsidiaries have well established procedures which are considered adequate given the size of the individual businesses.

Disclosure of Information to the Auditor

 

Each of the persons who is a director at the date of approval of this Annual Report confirms that:

 

·      so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

·      the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

 

Auditors

 

On 13 February 2026 the Company announced that the board approved the appointment of PKF Littlejohn LLP as the Company's external auditors for the financial year ending 31 December 2025. Given PKF are registered with the Canadian Public Accountability Board, the board approved their appointment as the most suitable candidate given the Company's current plans for a dual listing in Canada.

 

PKF's appointment as external auditor will be subject to approval by the Company's shareholders at the Company's 2026 annual general meeting. The Company's existing auditors, Keelings Limited, ceased to hold office with immediate effect.

 

 

 

By order of the Board

 

 

Darren Hazelwood

 

Chief Executive Officer

 

17 April 2026

 

 

DIRECTORS' REMUNERATION REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

 

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with UK adopted International Accounting Standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.  In preparing these financial statements, the directors are required to:

·      Select suitable accounting policies and then apply them consistently;

·      Make judgements and estimates that are reasonable, relevant, reliable and prudent;

·      State whether the financial statements have been prepared in accordance with UK-adopted international accounting standards; and

·      Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Legislation in the Isle of Man governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.  They are further responsible for ensuring that the Strategic Report and the Director's Report and other information included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the Isle of Man and certain applicable provisions of the Listing Rules of the UK Financial Conduct Authority and the Disclosure Guidance and Transparency Rules. The Directors, after making enquiries, have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. They therefore continue to adopt the going concern basis in preparing the accounts.

 

The maintenance and integrity of the Panther Metals PLC website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein. The work carried out by the independent auditors does not involve the consideration of these matters and,

accordingly, the independent auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the Panther Metals PLC website. Legislation in the United Kingdom governing the preparation and dissemination of the accounts and other information included in annual reports may differ from legislation in other jurisdictions.

 

Responsibility statement

 

We confirm that, to the best of our knowledge:

·      the financial statements, prepared in accordance with UK-IAS, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and

·      the Annual report and financial statements includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

By order of the Board,

 

Darren Hazelwood

 

Chief Executive Officer,

17 April 2026

 

 

 

The Directors' Remuneration Report comprises three sections:

 

1)   The Annual Statement from the Chair of the Remuneration Committee;

2)   Remuneration Policy; and

3)   The Annual Report on Remuneration.

 

The items included in the Directors' Remuneration Report are audited unless otherwise stated.

 

Annual Statement from the Chair of the Remuneration Committee

 

The Company has established a Remuneration Committee which is responsible for reviewing, determining, and recommending to the Board the future policy for the remuneration of the directors, the scale and structure of the directors' fees, considering the interests of shareholders and the performance of the Company and directors.

 

The Remuneration Committee which comprised Tracy Hughes as Chairman (previously Nicholas O'Reilly), Katherine O'Reilly and Simon Rothschild during the year ended 31 December 2025 and Donna-Belen Humphreys as Chair from 1 April 2026, will meet at least once a year.

 

Major Decisions on Directors' Remuneration during the Financial Year -y/e 31 December 2025

 

On 26 November 2025 the Company announced the appointment of Katherine O'Reilly as Chief Financial Officer of the Company. Katherine previously held a Non-Executive Director position.

 

Major Decisions on Directors' Remuneration after the Financial Year- y/e 31 December 2025

On 31 March 2026 Katherine O'Reilly was invited to participate in the Growth Reward Scheme on the same basis as Darren Hazelwood and Nicholas O'Reilly. There were no other major decisions on Directors' Remuneration taken after the year ended 31 December 2025.

 

Director Incentivisation Structures

Share Option Plan

The Company established a Share Options Plan which was approved by the Board in May 2018, as amended on January 8, 2026, and is designed for selected employees, officers, directors, consultants and contractors, to incentivise such individuals to contribute toward the Company's long-term goals, and to encourage such individuals to acquire Shares as long-term investments. The Share Option Plan is administered by the Board.  Currently a total of 252,000 Options have been granted and are outstanding under the Share Option Plan to current Directors, executives and to certain consultants. All of these options have an exercise price between £1.50 and £3.75 per Ordinary Share.

Eligibility

All executive Directors and employees of the Company and any of its subsidiaries are eligible to participate in the Share Option Plan. A non-employee sub-plan under the Share Option Plan permits option grants to individuals who provide advisory or consultancy services to the Company and to Non-Executive Directors. The Remuneration Committee selects the individuals to whom options are to be granted from time to time.

Grant of options

Options may be granted during any period of 42 days immediately following a closed period or during any other period in which the Remuneration Committee has decided to grant options due to exceptional circumstances which justify such a decision.

Exercise price and adjustments to options

The exercise price per Ordinary Share will be the amount specified by the Remuneration Committee. If the Ordinary Shares are newly issued the exercise price may not be less than the nominal value of an Ordinary Share. In the event of any variation in the share capital of the Company the exercise price and/or the number of Ordinary Shares comprised in each option may be adjusted as the Remuneration Committee determines. No adjustment may be made which will reduce the exercise price below the nominal value of an Ordinary Share.

Rights and restrictions

An option granted under the Share Option Plan is not transferable. The option certificate will specify when the option will lapse and such date may not be later than the tenth anniversary of its date of grant.

Save as otherwise set out in the option certificate, if the participant ceases to be employed by the Company, his option may be exercised within 12 months after such cessation or transfer. In the event of the death of a participant, the personal representatives of a participant may exercise his option within 12 months after the date of death. The extent to which an option may be exercised in these circumstances will be determined by reference to any exercise conditions and time vesting provisions set out in the option certificate unless the Remuneration Committee decides otherwise and is satisfied that any waiver of such provisions does not constitute a reward for failure.

Growth Reward Scheme

The Company operates a Growth Reward Scheme in which Darren Hazelwood and Nicholas O'Reilly, are entitled to participate from November 1, 2024 and Katherine O'Reilly is entitled to participate from 31 March 2026. The Growth Reward Scheme is a mix of share option awards at an exercise price of £1.375 per Ordinary Share and cash bonuses dependent on achieving market capitalisation milestones over a vesting period of 3 years. No awards have yet vested under the Growth Reward Scheme. Options lapse 10 years after the grant date.

In October 2024 the Board approved the creation of the Company's Long Term Incentive Plan ("LTIP") with Company Share Option Plan ("CSOP"). Any share options that are due under the Growth Reward Scheme will be awarded under the Share Option Plan, the LTIP and/or the CSOP. The following awards have been made under the Growth Reward Scheme to each of Darren Hazelwood (November 2024) , Nicholas O'Reilly (November 2024) and Katherine O'Reilly (March 2026):

Market Capitalisation (£M)	Number of £1.375 Options	Cash Bonus (£M)
30	80,000	-
50	80,000	-
100	160,000	1
150	80,000	-
250	160,000	2
400	80,000	-
500	160,000	10
650	80,000	-
800	80,000	-
1,000	160,000	25
Total	1,120,000	38

 

The valuation methodology applied in relation to the Growth Reward Scheme and the accounting treatment adopted is set out in note 19 to the Group Financial Statements on page 104.

Remuneration Policy

 

The Directors' Remuneration Policy, which is set out on pages 70 to 71 of this report, was submitted to shareholders for approval at the AGM and such approval was obtained.

 

A key objective of the Directors' Remuneration Policy is to align the interests of the Directors to the long-term interests of the shareholders, and it aims to support a high-performance culture with appropriate reward for superior performance, without creating incentives that will encourage excessive risk taking or unsustainable company performance. This will be underpinned through the implementation and operation of incentive plans.

 

Remuneration Components

 

The Company remunerates Directors in line with best market practice in the industry in which it operates. The components of Director remuneration that are considered by the Board for the remuneration of directors in future years are likely to consist of:

 

•     Base salaries;

•     Pension and other benefits;

•     Annual bonus; and

•     Share Incentive arrangements

 

All such contracts impose certain restrictions as regards the use of confidential information and intellectual property and the executive Director's service contract imposes restrictive covenants which apply following the termination of the agreements.

 

The Company has established a workplace pension scheme, but it does not presently have any employees qualifying under the auto-enrolment pension rules who have not opted out of the scheme. It does not currently pay pension amounts in relation to Directors' Remuneration. The Company has not paid out any excess retirement benefits to any Directors or past Directors.

 

Save for the Growth Reward Scheme, the Company does not currently have bonus schemes in place for any of the Directors.

 

The Company's share options plans are summarised on pages 68 and 69 and comprise

 

·      The Share Option Plan which was approved by the Board in May 2018, as amended on January 8, 2026

·      The Company's Long Term Incentive Plan ("LTIP") with Company Share Option Plan ("CSOP") approved by the board in October 2024.

 

 

Recruitment Policy

Base salary levels consider market data for the relevant role, internal relativities, their individual experience and their current base salary. Where an individual is recruited at below market norms, they may be re-aligned over time, subject to performance in the role. Benefits will generally be in accordance with the approved policy. For external and internal appointments, the Board may agree that the Company will meet certain relocation and/or incidental expenses as appropriate.

 

Payment for loss of Office

 

If a service contract is to be terminated, the Company will determine such mitigation as it considers fair and reasonable in each case.

 

The Company reserves the right to make additional payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation); or by way of settlement or compromise of any claim arising in connection with the termination of an executive director's office or employment.

 

Service Agreements and Letters of Appointment

 

The terms of all the directors' appointments are subject to their re-election by the Company's shareholders at AGM at which certain of the directors will retire on a rotational basis and offer themselves for re-election.

 

The Executive Director's service agreements are set out in the table below. The agreements are not for a fixed term and may be terminated by either the Company or the executive director on giving appropriate notice. On 1 November 2024 Darren Hazelwood and Nicholas O'Reilly entered into new service agreements. Nicholas O'Reilly became Executive Chairman from this date. On 25 November 2025 Katherine O'Reilly was appointed CFO of the Company. An executive service agreement for K O'Reilly was put in place on 31 March 2026 which also entitled K O'Reilly to become a member of the Company's Growth Reward Scheme on the same terms as D Hazelwood and N O'Reilly.

 

Details of the terms of the agreement for each executive director are set out below:

 

Name	Date of current service agreement	Length of Service from	Notice period by Company (months)	Notice period by director (months)
D Hazelwood	1 November 2024	6 January 2020	6 months	6 months
N O'Reilly	1 November 2024	6 January 2020	6 months	6 months
K O'Reilly	31 March 2026	1 November 2023	6 months	6 months

 

The Non-Executive Directors of the Company have been appointed by letters of appointment. Each Non-Executive Director's term of office is expected to run for two three-year periods and thereafter, with the approval of the Board, will continue subject to periodic retirement and re-election or termination or retirement in accordance with the terms of the letters of appointment.

 

The details of each non-executive director's current terms are set out below

 

Name	Date of letter of appointment	Current term (years)	Notice period by Company (months)	Notice period by director (months)
S Rothschild	4 December 2018	7	3 months	3 months
D Humphreys	1 April 2026	1	3 months	3 months

 

T Hughes resigned on 1 April 2026. The Company confirms that Tracy Hughes will receive a payment in lieu of her notice period in accordance with the terms of her engagement. She will retain her existing options over ordinary shares of no par value each in the Company, which will continue to vest in accordance with the terms of their grant.

Consideration of Shareholder Views

 

The Board considers shareholder feedback received and guidance from shareholder bodies. This feedback, plus any additional feedback received from time to time, is considered as part of the Company's annual policy on remuneration.

 

The Annual Report on Remuneration

Single figure of remuneration for Directors (audited) 2025 and 2024

The table below sets out a single figure for the total remuneration received for the last two financial years by each Executive and Non-Executive Director who served in the year ended 31 December 2025:

			Salaries	Salaries
			£ 2025	£ 2024
			Total	Total
Executive Directors
D Hazelwood			110,000	104,167
N O'Reilly			40,000	36,667
K O'Reilly			12,000	-
Total Executive			162,000	140,834
Non- Executive Directors
S Rothschild			12,000	12,000
K O'Reilly			-	12,000
T Hughes			12,000	12,000
Total Non- Executive			24,000	36,000
Total Directors			186,000	176,834

 

Directors Beneficial Share Interests - audited

The beneficial interests in the Company's shares of the Directors and their families were as follows:

	Held at 31 December 2025		Held at 31 December 2024
		Ordinary Shares	Ordinary Shares
		No	No
D Hazelwood		431,529	255,389
S Rothschild		31,426	24,000
N O'Reilly		113,305	83,737

 

On 30 June 2025 the Company announced that Executive Chairman, Nicholas O'Reilly, and Chief Executive Officer, Darren Hazelwood, had undertaken a direct share subscription with the Company for a total of £132,000 at the market mid-price of 69p.   Mr Hazelwood subscribed for a total of 155,072 new shares for a consideration of £107,000. Mr O'Reilly subscribed for a total of 36,232 new shares for a consideration of £25,000,.

The following share options and warrants were issued to directors to subscribe for Ordinary Shares. The number of share options and warrants are shown after the Share Consolidation.

	Held at 31 December 2025	Held at 31 December 2024
Management Options (August 2021)
D Hazelwood	50,000	50,000
N O'Reilly	50,000	50,000
S Rothschild	10,000	10,000
K O'Reilly	4,000	4,000
Options held by former directors	70,000	70,000
	184,000	184,000
Management Options (November 2023)
K O'Reilly	24,000	24,000
T Hughes (resigned 1 April 2026)	24,000	24,000
	48,000	48,000
Growth Reward Scheme (November 2024)
D Hazelwood	1,120,000	1,120,000
N O'Reilly	1,120,000	1,120,000
	2,240,000	2,240,000

 

On 20 August 2021, the Company announced the grant of 4,600,000 (184,000 post consolidation) options to the Panther management team consisting of directors and staff members. All the options have a 5-year term from the date of grant and an exercise price of £3.75 per share. The options all are subject to the vesting condition of the price of the Company's ordinary shares at a volume weighted average price of £7.50 per share over any period of 120 trading days during the life of the options. K Sener, M Smith and K Asling retained their options post resignation.

On 1 November 2023, the Company announced the grant of 1,200,000 (48,000 post consolidation) options to new directors T Hughes and K O'Reilly. All the options have a 5-year term from the date of grant and an exercise price of £1.50 per share. K O'Reilly is also in receipt of 100,000 (4,000 post consolidation) options relating to the August 2021 grant. T Hughes retained her options post resignation.

 

Details on the Growth Reward Scheme can be found on page 69 of the Directors' Report and on page 105 of the Financial Statements.

 

Review of past performance- Alignment of reward and Total Shareholder Return:

This graph shows a comparison the Company's total shareholder return (share price growth plus dividends- converted so like for like post consolidation) with that of the FTSE 350 Mining Index. The FTSE 350 Mining Index was selected as it provides a comparison of the Company's performance relative to the other companies in its sector.

 

Chief Executive's single figure of remuneration and variable pay outcomes

 

The table below shows the Chief Executive's single figure of remuneration:

 

	2021	2022	2023	2024	2025
	D Hazelwood
	£	£	£	£	£
CEO Single Figure of Remuneration	77,585	75,000	75,000	104,167	110,000
Annual Bonus	nil	nil	nil	nil	nil
Share Based payments vesting (% of maximum)	N/A	N/A	0%	0%	0%

 

CEO Pay Ratio

 

UK reporting regulations require companies with 250 employees or more to publish information on the pay ratio of the Group CEO to UK employees. The Company does not have any employees and therefore is not required to publish this information.

 

Relative Importance of Spend on Pay

 

The table below illustrates a comparison between directors' total remuneration to distributions to shareholders and loss before tax for the financial period ended 31 December 2025:

 

	Distributions to shareholders	Total director pay	Operational  cash outflows
	£	£	£
Year ended 31 December 2025	nil	186,000	1,148,786

 

Total director remuneration includes fees for directors in continuing operations.

 

Operational cash outflow has been shown in the table above as cash flow monitoring and forecasting in an important consideration for the Board when determining cash-based remuneration for directors and employees.

 

 

Approved on behalf of the Board of Directors.

 

 

 

Katherine O'Reilly

 

Chief Financial Officer

 

17 April 2026

 

 

INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF PANTHER METALS PLC

FOR THE YEAR ENDED 31 DECEMBER 2025

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANTHER METALS PLC

Opinion

We have audited the group financial statements of Panther Metals Plc (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.

In our opinion, the group financial statements:

·      give a true and fair view of the state of the group's affairs as at 31 December 2025 and of its loss for the year then ended;

·      have been properly prepared in accordance with UK-adopted international accounting standards; and

·      have been prepared in accordance with the requirements of Isle of Man Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 1.2 in the financial statements, which indicates that the group is reliant on seeking funds from the market within the next 12 months in order to meet investment and exploration plans. As stated in note 1.2, these events or conditions, along with the other matters as set forth in note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group's ability to continue to adopt the going concern basis of accounting included the following:

·      Obtaining and reviewing the group cash flow forecast which has been prepared by the directors until December 2027;

·      Challenging and corroborating the key assumptions included in the cash flow forecast and agreeing the key inputs to supporting documentation as well as assessing reasonableness based on information obtained during the course of the audit;

·      Considering the impact of key events in the year and post-year end;

·      Assessing accuracy and completeness of forecasting through comparison of prior year forecast to actual results, and through comparison of forecast financial information to 2026 year to date information; and

·      Reviewing and considering the adequacy of the disclosure within the financial statements relating to the directors' assessment of the going concern basis of preparation.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

Materiality for the group financial statements as a whole was set at £45,000, using a benchmark of 2% of net assets. Our procedures on individual classes of transactions, account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statement as a whole to an appropriately low level. Performance materiality was set at £31,000, being 70% of materiality for the group financial statements as a whole.

The components in scope were audited to a performance materiality ranging between £18,000 and £27,000. These component performance materiality thresholds were set to reduce the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the group financial statements as a whole to an appropriately low level. We applied the concept of materiality both in planning and performing our audit, and in evaluating the impact of misstatements.

We agreed to report to the audit committee any corrected or uncorrected identified misstatements exceeding £2,000, in addition to other identified misstatements that warranted reporting on qualitative grounds.

Our approach to the audit

In designing our audit approach, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we assessed the areas which required the directors and management to make subjective judgements, for example in respect of significant accounting judgements and estimates including the valuation of the exploration and evaluation assets and accounting treatment of share-based payments. We also addressed the risk of management override of controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Two components were in scope of performance of audit procedures: the parent company, Panther Metals Plc, and Panther Metals Canada Ltd., which holds the exploration and evaluation assets. Both components were subject to a full scope audit and were audited by the group audit team.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.  In addition to the matter described in the Material uncertainty related to going concern section we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	How our scope addressed this matter
Valuation and impairment of exploration and evaluation assets (notes 2 and 8)
The group holds exploration rights in relation to its mineral exploration interests (Obonga, Winston and Dotted Lake Project) in Canada. These rights are held either directly or indirectly through various agreements with third parties and activities are conducted by the group's wholly owned subsidiary, Panther Metals Canada Ltd.   As at the year-end, the group held significant intangible assets in respect of its capitalised exploration costs amounting to £2.4 million.   There is a risk that the exploration and evaluation intangible assets are impaired and that the capitalised costs do not meet the requirements of IFRS 6 Exploration and Evaluation of Mineral Resources.   Given the early stage of development of the exploration projects, management is required to exercise significant judgement in assessing the recoverability of these assets.   As a result of the level of judgement and estimation required, we consider this to be a key audit matter.	Our work in this area included the following: ·      Reviewing and substantively testing a sample of costs capitalised during the year to ensure they met the criteria for capitalisation in accordance with IFRS 6 and the group's accounting policy; ·      Reviewing and challenging management's assessment of impairment in accordance with the requirements of IFRS 6, considering whether there are any indicators of impairment for each of the projects; ·      Holding discussions with management to understand the status of each project and future plans, as well as reviewing publicly available information in this regard; ·      Verifying the validity of permits and individual claims and ensuring compliance with terms and conditions attached; and ·      Ensuring that disclosures within the financial statements are accurate and that all estimates and judgements made by management are included therein in accordance with IFRS 6.   Key observations Based on the work performed, we consider management's judgement that there is no impairment of the exploration and evaluation assets to be reasonable.

 

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the group financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

·      We obtained an understanding of the group and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through holding discussions with management, appointing a team with relevant expertise, and reviewing correspondences received from local legal advisers;

·      We determined the principal laws and regulations relevant to the group in this regard to be those arising from the Isle of Man Companies Act 2006; local laws and tax legislation in the relevant locations (Canada and the UK); employment law; anti-bribery and money laundering regulations; Disclosure Guidance and Transparency Rules; and relevant environmental and health and safety legislation in the relevant locations having exploration activities.

·      We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group with those laws and regulations. These procedures included, but were not limited to:

o  Enquiring of management regarding instances of actual or suspected non-compliance;

o  Reviewing legal and professional fees to understand the nature of the costs and the existence of any non-compliance with laws and regulations; and

o  Reviewing minutes of meetings of those charged with governance and Regulatory News Service announcements.

·      We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to valuation of the evaluation and exploration assets as described in the Key Audit Matters section above.

·      As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business; and reviewing bank statements during the period to identify any large and unusual transactions where the business rationale is not clear.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with our engagement letter dated 19 February 2026.  Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Imogen Massey (Engagement Partner)                                                                              30 Churchill Place

For and on behalf of PKF Littlejohn LLP                                                                                          London

Registered Auditor                                                                                                                         E14 5RE

                                                                                                                                                                  

 17 April 2026

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

 

	Notes	Year ended 31 December 2025   £	Year ended 31 December 2024 (Restated) £
Revenue		-	-
Cost of sales		-	-
Gross profit		-	-
Administrative expenses		(747,549)	(662,161)
Share-based payment charge	19	(95,194)	(55,226)
Loss on termination of exploration projects and disposal of exploration equipment	8	(125,957)	(180,462)
Realised and unrealised gains/losses on financial assets held at fair value through profit and loss	9	(365,738)	(658,685)
Loss on disposal of assets held for sale	10	-	(392,504)
Operating loss		(1,334,438)	(1,949,038)
Finance costs	14	(8,625)	(5,848)
		,	,
Loss before taxation		(1,343,063)	(1,954,885)
Taxation	6	-	-
Loss for the year		(1,343,063)	(1,954,885)
Other comprehensive loss relating to unrealised foreign currency gain/(loss) on translation of foreign operations		(67,370)	(129,916)
Total comprehensive  loss for the year		(1,410,433)	(2,084,801)

 

Loss for the year attributable to:
Continuing operations		(1,410,433)	(2,084,801)
Discontinued operations		-	-
		(1,410,433)	(2,084,801)
Loss for the year attributable to:
Equity holders of the Company		(1,410,433)	(2,084,801)
Non-controlling interest		-	-

 

Earnings per share attributable to owners of the Company
Basic loss per share (pence)	7	(24.85)p	(53.24)p
Diluted loss per share (pence)	7	(24.85)p	(53.24)p

The notes on pages 85 to 109 form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

	Notes	As at 31 December 2025 £	As at 31 December 2024 £ (Restated)
Non-current assets
Exploration and evaluation assets	8	2,405,435	2,281,726
Total non-current assets		2,405,435	2,281,726
Current assets
Financial Assets at Fair Value Through Profit and Loss	9	-	631,270
Receivables	11	151,026	104,795
Cash at bank and in hand	12	71,085	17,536
Total current assets		222,111	753,601
Total assets		2,627,546	3,035,327
Current liabilities
Trade and other payables	13	(392,862)	(613,916)
Loan Notes	14	-	(172,500)
Total Current Liabilities		(392,862)	(786,416)
Net current liabilities		(170,751)	(32,815)
Non-current liabilities
Provision for deferred consideration	15	-	(137,715)
Total liabilities		(392,862)	(924,131)
Net assets		2,234,684	2,111,196
Capital and reserves
Called up share capital	17	8,353,218	6,914,491
Share-based payment reserve	16	287,505	469,975
Foreign Exchange reserve	16	(211,644)	(144,274)
Retained losses		(6,194,395)	(5,128,996)
Total equity		2,234,684	2,111,196

 

The financial statements of Panther Metals PLC, registered number 009753V (Isle of Man), were approved by the board of directors and authorised for issue on 17 April 2026. They were signed on its behalf by:

 

 

Darren Hazelwood

 

Chief Executive Officer

 

The notes on pages 85 to 109 form an integral part of these financial statements.

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

	Notes	Year ended 31 December 2025 £	Year ended 31 December 2024 £ (Restated)
Cash flows from operating activities
Operating Loss		(1,334,438)	(1,949,038)
Adjusted for:
Share-based payment charge	19	95,194	55,226
Loss on termination of exploration projects and assets	8	125,957	180,462
Realised and unrealised gains/losses on financial assets held at fair value through profit and loss	9	365,738	658,685
Realised and unrealised gains/losses on investments held for sale	10	-	392,504
Bitcoin Treasury gains		(2,749)	-
Foreign exchange		(3,090)	(18,099)
(Increase) in receivables		(46,231)	(46,516)
(Decrease)/ Increase in payables		(349,166)	465,083
Net cash used in operating activities		(1,148,785)	(261,691)
Investing activities
Proceeds from the sale of financial assets held at fair value through profit and loss	9	266,879	320,932
Proceeds from the sale of held for sale investments	10	-	249,616
Cash spent on exploration activities	8	(336,915)	(702,591)
Net cash used in investing activities		(70,036)	(132,043)
Financing activities
Grant received from Ontario Junior Exploration Programme	8	30,985	-
Proceeds from issuing shares (net of issue costs)	17	1,161,385	345,150
Proceeds from exercise of warrants	17	80,000	-
Net cash generated from financing activities		1,272,370	345,150
Net increase/ (decrease) in cash and cash equivalents		53,549	(48,584)
Cash and cash equivalents at beginning of year		17,536	66,120
Cash and cash equivalents at end of year		71,085	17,536

The notes on pages 85 to 109 form an integral part of these financial statements.

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Note	Share capital £	Share based payment reserve £	FX reserve £	Retained losses £	Total Equity attributable to the owners of the Company £
Balance at 1 January 2024		6,330,665	591,097	-	(3,364,817)	3,556,945
Prior year restatement	17	-	-	(14,358)	14,358	-
Balance at 1 January 2024 (restated)		6,330,665	591,097	(14,358)	(3,350,459)	3,556,945
Loss for the year  (restated)		-	-	-	(1,954,885)	(1,954,885)
Unrealised foreign exchange losses from retranslation of foreign operations (restated)	17	-	-	(129,916)	-	(129,916)
Total comprehensive loss for the year  (restated)		-	-	(129,916)	(1,954,885)	(2,084,801)
Equity Transactions with owners
Issue of equity via placing	17	375,000	-	-	-	375,000
Share issue costs (restated)	17	(29,850)	-	-	-	(29,850)
Conversion of convertible loan notes	17	238,676	-	-	-	238,676
Options issued (restated)	19	-	55,226		-	55,226
Warrants forfeited	19	-	(176,348)		176,348	-
Total transactions with owners (restated)		583,826	(121,122)	-	176,348	639,052
Balance at 31 December 2024 (restated)		6,914,491	469,975	(144,274)	(5,128,996)	2,111,196
Loss for the year		-	-	-	(1,343,063)	(1,343,063)
Unrealised foreign exchange losses on retranslation of foreign operations		-	-	(67,370)	-	(67,370)
Total comprehensive loss for the year		-	-	(67,370)	(1,343,063)	(1,410,433)
Equity Transactions with owners
Issues of equity via placing	17	1,110,570	-	-	-	1,110,570
Share issue costs	17	(81,184)	-	-	-	(81,184)
Conversion of convertible loan notes	17	181,125	-	-	-	181,125
Issue of equity to option holder	17	16,216	-	-	-	16,216
Director subscriptions	17	132,000	-	-	-	132,000
Exercise of warrants	17	80,000	-	-	-	80,000
Options issued	19	-	95,194	-	-	95,194
Warrants forfeited	19	-	(277,664)	-	277,664	-
Total transactions with owners		1,438,727	(182,470)	-	277,664	1,533,921
Balance at 31 December 2025		8,353,218	287,505	(211,644)	(6,194,395)	2,234,684

The notes on pages 85 to 109 form an integral part of these financial statements. Note 16 describes each reserve included above.

 

1          Accounting policies

 

1.1.        Basis of preparation

Panther Metals PLC is a public limited company incorporated in the Isle of Man.

The consolidated financial statements of Panther Metals PLC and its subsidiaries (together, "the Group") are presented as required by the Companies Act 2006 (Isle of Man). As permitted by that Act, the financial statements have been prepared in accordance with UK adopted International Accounting Standards. The consolidated financial statements are presented in pounds sterling and are rounded to the nearest pound.

The financial statements have been prepared on the historical cost basis except for certain financial instruments, which are carried as described in the respective sections in the policies below. The principal accounting policies that have been adopted by the Group  in the preparation of these financial statements are set out below and have been consistently applied to all periods presented.

1.2.        Going concern

The Company successfully issued equity of £1,110,570, converted warrants of £80,000 and received director subscriptions of £132,000 in the year ended 31 December 2025. 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.  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.  As at the year-end date the Group had total cash reserves of £71,085 (2024: £17,536).

On 9 February 2026 the Company announced that it has raised gross proceeds of £1,190,000 (before expenses) through a placing of 1,700,000 ordinary shares of no par value at a price of 70 pence (the "Placing Price"). The Placing, which received substantial backing from new and existing institutional investors and existing shareholders of the Company, was significantly oversubscribed and subject to scale back.   The shares were admitted on 16 February 2026.

The Directors are aware of the reliance on fundraising within the next 12 months and therefore consider that a material uncertainty exists as to the Company's ability to continue as a going concern. 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.  However the  Company may need to obtain further funding over the 12 months following the date of approval of the financial statements.

1.3.        Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertaking. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

All business combinations are accounted for using the acquisition method of accounting.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

1.4.        Foreign currencies

Functional and presentation currency

The consolidated financial statements are presented in Pounds Sterling, which is the Group's presentation currency and the functional currency of the holding company Panther Metals PLC.

Items included in the financial statements of the subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency').

The functional currency of Panther Canada is the Canadian Dollar (CAD) which is the currency of the environment in which the subsidiary operates.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

The results and financial position of Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

⦁           assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

⦁           income and expenses in profit or loss are translated at average exchange rates; and

⦁           all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future are taken to other comprehensive income. When a foreign operation is sold, exchange differences that were recorded in equity are recognised in profit or loss as part of the gain or loss on sale.

1.5.        Tax

Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported comprehensive income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The Group's liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where the Group and its subsidiaries operate by the end of the financial period.

 

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in

an obligation to pay more, or a right to pay less or to receive more tax, with the following exceptions:

Deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

1.6.        Exploration and evaluation assets

Exploration and evaluation assets represent the cost of acquisitions by the Group of rights and licences. All costs associated with the exploration and investment are capitalised as intangible assets on a project-by-project basis once the legal rights to explore have been obtained, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses, but not general overheads.

Any deferred contingent consideration payable in relation to acquisitions of licences or options under the exploration projects is recognised at fair value at the acquisition date and are capitalised within exploration and evaluation assets.

Amounts payable based on the ultimate success of an exploration project are only recognised when there is a legal obligation in relation to the acquisition agreement, the amount can be reliably estimated and there is a strong likelihood of the amount being payable.

Once technical feasibility and commercial viability is established which depends on the type of project but would usually be at the time of a discovery, the related expenditures will be transferred to mining assets and amortised over the estimated life of the reserve on a unit of production basis. Where a licence is relinquished or a project abandoned, the related costs are written off to profit or loss. The recoverability of all exploration and development costs is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof.

Any grant funding received in relation to exploration expenditure is accounted for in accordance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance.

1.7.  Impairment of exploration and evaluation assets

The carrying values of capitalised exploration and evaluation assets are assessed for impairment if fact and circumstances indicate that the carrying amount exceeds the recoverable amount and

sufficient data exists to evaluate technical feasibility and commercial viability. Key indicators are as follows:

·      Carrying Amount Exceeds Recoverable Amount

·      Technical Feasibility and Commercial Viability: changes in the technical feasibility or commercial viability of extracting the mineral resources.

·      Market Conditions: Significant negative changes in market conditions, such as a decline in commodity prices or changes in demand for the resources being explored.

·      Regulatory Changes: Changes in regulations or legal requirements that affect the ability to explore or extract resources

·      Operational Performance: Evidence of poor operational performance or significant losses related to the exploration and evaluation activities..

 

If any indication impairment exists, an estimate of the asset's recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs of disposal and the asset's value in use. If the carrying amount of the asset exceeds its estimated recoverable amount, the asset is impaired, and an impairment loss is charged to the Statement of comprehensive income to reduce the carrying amount to its estimated recoverable amount.

If individual claims/ cells are abandoned for one reason or another, then the property as a whole will be considered for impairment. An impairment presumption also exists if no work has been done on a claim/ cell in three years. Cash resources are taken into consideration to justify claim preservation/renewal in the forthcoming twelve months.

1.8.        Bitcoin Treasury Asset

During the year ended 31 December 2025, the Company acquired and sold £80,000 of Bitcoin Treasury which it accounted for in accordance with IAS 38 Intangible Assets. The gain on disposal was £2,349. The Company has no immediate intention to buy Bitcoin.

1.9.        Held for Sale Investments

Investment assets intended for disposal are reclassified as 'held for sale' once all of the following criteria are met:

·      the asset is available for immediate sale in its present condition subject only to terms which are usual and customary for such sales

·      the sale must be highly probable i.e.:

·      management are committed to a plan to sell the asset

·      an active programme has begun to find a buyer and complete the sale

·      the asset is being actively marketed at a reasonable price

·      the sale is expected to be completed within 12 months of the date of classification as 'held for sale' and

·      the actions needed to complete the plan indicate it is unlikely that the plan will be dropped or significant changes made to it.

Following reclassification, the assets are measured at the lower of their existing carrying amount and their 'fair value less costs to sell'. Any depreciation ceases to be charged. Assets are de-recognised when all material sale contract conditions have been met.

 

1.10.      Financial Instruments

The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired.

Fair Value through Profit or Loss (FVTPL)

The Group held a number of strategic investments in listed entities, which are not accounted for as subsidiaries, associates or jointly controlled entities. They are carried in the Statement of Financial Position at fair value with changes in fair value recognised in the profit or loss in the period in which they arise.  

Amortised Cost

These assets comprise the types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost, using the effective interest rate method, less provision for impairment. Impairment provisions for current and non-current trade receivables are recognised, based on the simplified approach within IFRS 9, using a provision matrix in the determination of the lifetime expected credit losses. During this process, the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss, arising from default to determine the lifetime expected credit loss for the trade receivables. For the receivables, which are reported net, such provisions are recorded in a separate provision account, with the loss being recognised in the Consolidated Statement of Comprehensive Income. On confirmation that the receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. Impairment provisions, for receivables from related parties and loans to related parties, are recognised based on a forward-looking expected credit loss model. The methodology, used to determine the amount of the provision, is based on whether there has been a significant increase in credit risk, since initial recognition of the financial asset. For those, where the credit risk has not increased significantly, since initial recognition of the financial asset, twelve month expected credit losses, along with gross interest income, are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses, along with interest income on a net basis, are recognised.

The Group's financial assets, measured at amortised cost, comprise trade and other receivables and cash and cash equivalents in the Consolidated Statement of Financial Position. Cash and cash equivalents are deposits held at call with banks.

Financial Liabilities

The Group's financial liabilities are Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost, using the effective interest method.

1.11.      Fair Value Measurement of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability; or

• In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured, using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and, for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities, for which fair value is measured or disclosed in the Financial Statements, are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

 • Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

• Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and

• Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the Financial Statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.  For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

1.12.      Equity instrument

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all its liabilities. Equity instruments issued by the Group are recognised as the proceeds received, net of direct issue costs. The costs of an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that would otherwise have been avoided. The Company's Ordinary Shares are classified as equity instruments and are shown within the share capital.

1.13.      Share based payments and Warrants

 

The Group operates equity-settled, share-based schemes, under which the Group receives services from employees or third-party suppliers as consideration for equity instruments (options and warrants) of the Group.

 

The fair value of the third-party suppliers' services received in exchange for the grant of the options is recognised as an expense in the Income Statement based on the cost of the service (direct method) . The value of the employee services received is expensed in the Income Statement and its value is determined indirectly by reference to the fair value of the options granted: - including any market performance conditions; - excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and - including the impact of any non-vesting conditions (for example, the requirement for employees to save).

 

The Group classifies instruments issued as financial liabilities or equity instruments in accordance with the substance of the contractual terms of the instruments. The fair value of the management and Obonga share options are determined using the Black Scholes valuation model, considering the terms and conditions upon which the options or warrants were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that are likely to vest. The fair value of the share options granted under the Growth Reward Scheme are determined using a  Monte Carlo probability distribution model due to the market conditions which exist for the vesting of any options granted. The share-based payments reserve is used to recognise the value of equity-settled share-based payments, see note 19 for further details.

 

1.14.      New IFRS standards and interpretations

There has been no material impact from the adoption of new standards, amendments to standards or interpretations which are relevant to the Group.

1.15.      New accounting standards, amendments and interpretations that are issued but not yet effective

Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the following accounting periods and which the Group has chosen not to adopt early.

The following amendments are effective for the annual reporting period beginning 1 January 2026 to include annual improvements to IFRS standards- Volume 11:

·      Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7)

·      Annual Improvements to IFRS Accounting Standards - Volume 11

The amendments are not expected to have a material impact on the Group's financial statements, as they primarily clarify existing requirements and do not introduce new accounting principles.

The following amendments are effective for the annual reporting period beginning 1 January 2027:

·      IFRS 18 Presentation and Disclosure in Financial Statements

The Group is currently assessing the impact of these new accounting standards and amendments. Apart from IFRS 18 the Group does not expect any other standards issued by the IASB, but are yet to be effective, to have a material impact on the Group.

 

2          Critical accounting estimates and judgements

The preparation of financial statements in conformity with UK adopted International Accounting Standards, requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results ultimately may differ from those estimates.

Determination of the Fair Value of the Share-based payments (note 19)

The company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of share options without market based vesting conditions is determined using the Black Scholes model and the estimates used within this model are disclosed in Note 17. Where market conditions exist for the vesting of any options granted, such as in the case of the Growth Reward Scheme, alternative approaches such as a probability weighted barrier model or Monte Carlo probability distribution model is used.

Recoverability of the Carrying Value of Exploration and evaluation assets (note 8)

The fair value of the Dotted Lake Project licences, the Obonga Greenstone Project licences and the Winston Project licenses cannot be reliably estimated. The licence areas are at the very early stages of exploration and whilst historical data, geophysics, exploration of the surrounding area and other mining operations along the greenstone belt exist, until any mineral deposits are fully understood the directors cannot determine its fair value reliably.

The Group determines that exploration costs are capitalised at the point the Group has a valid exploration licence. The future recoverability of capitalised exploration and evaluation expenditure is dependent on several factors, including the level of potential resources and whether the Group's licences remain in good standing.

 

The directors have considered indicators of impairment as set out in IFRS 6 and do not believe any such conditions exist and therefore they have not carried out an impairment review.

Where the directors identify indicators of impairment IFRS 6 requires an impairment test to be carried out in accordance with IAS 36. To the extent that it is determined in the future that this capitalised expenditure should be impaired, this will reduce profits and net assets in the period in which this determination is made.

The directors believe that there are no other areas that involve a high degree of judgement or complexity, or areas where assumptions and estimates are significant to these financial statements.   

3.   Segmental information

Geographical segments

The Group's assets and liabilities and losses are split by geographic location in the table below.

	As at 31 December 2025
					Canada	Isle of Man	Group
					£	£	£
	Total assets				2,489,122	2,940,347	2,627,546
	Total liabilities				(2,841,097)	(389,185)	(392,862)
	Net assets/ (liabilities)				(351,975)	2,551,162	2,234,684
	Loss before tax from continuing operations				(127,435)	(1,215,628)	(1,343,063)

 

	As at 31 December 2024
					Canada	Isle of Man	Group
					£	£	£
	Total assets				2,339,713	2,709,013	3,035,327
	Total liabilities				(2,305,043)	(467,900)	(924,131)
	Net assets/ (liabilities)				34,670	2,241,113	2,111,196
	Loss before tax from continuing operations				(197,053)	(1,757,832)	(1,954,885)

 

The Group identifies its reportable segments based on the activity undertaken, exploration in Canada and PLC management in the Isle of Man. The Group is comprised of Panther Metals PLC which is registered in the Isle of Man but is managed and controlled in the UK from its Hitchin office.  Panther Metals PLC has two subsidiary companies which are both wholly owned:

·      Panther Metals (Canada) Limited an exploration company with registered address of Suite 530, 355 Burrard Street, Vancouver, V6C 2G8, Canada. This company made a loss of £127,435 in the year ended 31 December 2025 (2024- loss of £197,053); and

·      Lonnus (m) Sdn Bhd a dormant company registered in Malaysia which makes no profit or loss.

           

4.   Operating loss

		Year ended  31 December 2025 £	Year ended  31 December 2024 £
	Operating loss has been arrived at after charging:
	Loss/ (gain) on foreign exchange	64,273	118,818
	Auditors remuneration- audit fees of current auditor	57,750	-
	Auditors remuneration - audit fees of predecessor auditor	-	28,000
		,

5.   Employees

There were no employees of the Group during the year. Director's remuneration is separately disclosed in the Director's Remuneration Report on pages 68-73.

6.   Taxation

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

	Year ended  31 December 2025 £	Year ended  31 December 2024 £
Current period transaction of the Group
Corporation tax at blended rate of 25% (2024: 25%) on profits for the period	-	-
Factors effecting the tax charge for the year
Loss on ordinary activities before taxation	(1,343,063)	(1,954,885)
Loss on ordinary activities at the blended rate of 25% (2024:25%)	(335,766)	(488,721)
Effect of non-deductible expenses	146,722	223,593
Effect of tax benefit of losses carried forward	189,043	265,128
Total tax charge/ (credit)	-	-

           

            There is an unrecognised deferred tax asset as at 31 December 2025 of £661,388 (2024: £472,345) which in view of the trading results, is not considered by the directors to be recoverable in the short term. The applicable tax rate is 25% which was substantially enacted under UK legislation and would be the rate applicated when the asset reverses.

7.   Earnings/ (Loss) per share

The basic loss per ordinary share in the table below has been calculated by dividing the loss for the period by the weighted average number of ordinary shares in issue.  There are potentially issuable shares in the table below, all of which relate to share options issued to Directors, options issued as part of acquisitions and warrants issued as part of placings 

Based on the losses made in the period which are, the diluted loss per share is anti-dilutive and therefore has been kept the same as the basic loss per share.

	Year ended  31 December 2025	Year ended  31 December 2024
Weighted average number of ordinary shares in issue	5,676,718	3,915,632
Potentially issuable shares	3,990,917	3,660,242
Total weighted average number of potential ordinary shares in issue	9,667,635	7,575,874
Loss attributable to the equity holders of the parent company	£(1,410,433)	£(2,084,802)
Basic earnings/ (loss) per share (pence)	(24.85)p	(53.24)p
Diluted earnings/ (loss) per share (pence)	(24.85)p	(53.24)p

8.   Exploration and evaluation assets

	Group	Panther Canada	Panther PLC	Total
		£	£	£
	Net book value
	At 1 January 2024	1,864,026	19,440	1,883,466
	Additions	702,591	-	702,591
	Termination of option at Manitou Lakes	(180,462)	-	(180,462)
	Foreign exchange	(123,869)	-	(123,869)
	At 31 December 2024	2,262,286	19,440	2,281,726
	Additions	336,915	-	336,915
	Grant received from Ontario Junior Exploration Programme	(30,985)		(30,985)
	Termination of Frontier Energy Agreement- Winston	(106,516)	-	(106,516)
	Foreign exchange	(56,265)	-	(56,265)
	Write off of PLC exploration assets and equipment	-	(19,440)	(19,440)
	At 31 December 2025	2,405,435	-	2,405,435

 

Canada- Obonga Greenstone Belt Project

During the year ended 31 December 2024 expenditure on the project amounted to £183,140 and related to the extension of the agreement, helicopter surveys, drone surveys, and geological consultancy. During the year ended 31 December 2025, expenditure on the project amounted to £97,307 and related to the extension of the agreement, helicopter surveys, sampling and sample housing costs and geological consultancy.

Canada- Dotted Lake Project

During the year ended 31 December 2024 expenditure on the project amounted to £492,372 and related to the Autumn drilling programme, rock sampling, core processing and soil sampling costs, the purchase of geological software and geological consultancy. During the year ended 31 December 2025, expenditure on the project amounted to £67,162 and related to sampling costs and geological consultancy. A grant of £30,985 was received from the Ontario Junior Exploration Programme in relation to the soil sampling programme which took place in Autumn 2024 and this has been offset against the expenditure in accordance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance.

Canada- Winston Project

            On June 16, 2025, the Company entered into the an option agreement with First   Quantum for the option to purchase all right, title and interest in, the Winston Lake Mine and patented land leases. The agreement includes an initial 12-month due diligence period during which the Company has the legal right to conduct agreed exploration work at the Winston Lake Mine in return for a $100,000 (£54,180) payment to First Quantum. The Company may extend the Winston Due Diligence Period for a further 12 months up to three times (for a total maximum Winston Due Diligence Period of 48 months) by making payments of $50,000 (£27,090) per extension.

8.   Exploration and evaluation assets (continued)

            The Company also entered a Sale and Purchase Agreement with Frontier Energy for the Pick Lake Mining Ltd Property with an Option Period running to 15 October 2025. An initial payment of 100,000 Australian dollars (A$) (£56,200) was made in relation to the option with payments of A$30,000 (£16,860) per month payments payable on the first business day in each month thereafter and ending on 15th October 2025. On 30 October 2025 the Company announced that it had terminated the agreement with Frontier Energy in relation to the option on Pick Lake and these payments amounting to £106,516 were written off.

During the year ended 31 December 2025, expenditure on the project amounted to £172,416 (prior to the write off of the £106,516 in relation to Frontier Energy noted above) and related to the agreements above and geological consultancy.

The Company directly holds a small amount of exploration and evaluation assets and equipment in projects in Queensland and Mauritania amounting to £19,440. These were written off during the year.

Manitou Lakes 2024

On 18 September 2024, the Company announced the termination of the option and sale and purchase agreement with Shear Gold Exploration Corporation dated 7 April 2022 and all £180,462 of project expenditure incurred was written off to the income statement.

9.   Financial Assets at Fair Value Through Profit and Loss

 

	Financial Assets at Fair Value Through Profit and Loss				Fulcrum Metals PLC
					£
	Net book value
	At 1 January 2024				1,610,888
	Disposals in the period				(320,933)
	Fair value loss on financial asset at fair value through profit and loss				(658,685)
	At 31 December 2024				631,270
	Disposals in the period				(265,532)
	Fair value loss on financial asset at fair value through profit and loss				(365,738)
	At 31 December 2025				-

 

During the year ended 31 December 2024, the Company sold 2,346,717 Fulcrum Metals Plc ordinary shares of 1p each realising proceeds of £320,932. On 8 April 2025 the Company announced that it sold its remaining holdings in Fulcrum a total of 7,625,122 ordinary shares of nominal value 1 pence each in the capital of Fulcrum Metals PLC on 7 April 2025, at a price of 3.5 pence per ordinary share, for an aggregate amount of £266,879 (net of fees and expenses).

In the year ended 31 December 2025 the total loss on Financial Assets at Fair Value Through Profit and Loss in the income statement amounted to £365,738 for Fulcrum Metals PLC. In the year ended 31 December 2024 the total loss on Financial Assets at Fair Value Through Profit and Loss amounted to £658,685 for Fulcrum Metals PLC.

10.  Investments Held for Sale

 

	Investments Held for Sale			Panther Metals Limited
				£
	Net book value
	At 1 January 2024			642,120
	Disposals in the period			(249,616)
	Fair value loss of investment held for sale			(392,504)
	At 31 December 2024			-
	Disposals in the period			-
	Fair value loss of investment held for sale			-
	At 31 December 2025			-

 

During the year ended 31 December 2024 the Company sold its entire investment in Panther Metals Limited for proceeds of £249,616. The total loss on held for sale investments amounted to £392,504.

11.  Receivables

 

		As at 31 December 2025 £	As at 31 December 2024 £
	Amounts falling due within one period
	Prepayments	41,227	13,716
	Other receivables	109,799	91,079
		151,026	104,795

 

12.  Cash and cash equivalents

Cash and cash equivalents of £71,085 (2024 £ £17,536) comprise cash held at bank.

 

13.  Trade and other payables

 

		As at 31 December 2025 £	As at 31 December 2024 £
	Trade payables	53,673	507,187
	Accruals	62,925	84,046
	Deferred consideration (note 15)	135,450	16,653
	Amounts due to related parties (see note 22)	134,986	-
	Other payables	5,828	6,030
		392,862	613,916

 

            Trade payables reduced year on year due to the timing of exploration projects. At the end of 2024 the Group was in the middle of the work programme at Dotted Lake whereas at the end of 2025 the Group was between work programmes.

 

14.  Convertible Loan Note and Loan Notes

 

		Group
		As at 31 December 2025 £	As at 31 December 2024 £
	Current Liabilities payable within 1 year
	Amount due to Loan Note Holders (November 2023)	-	172,500

On 12 March 2025 the Company announced it had agreed terms to capitalise its only outstanding debt facilities, comprising the £150,000 of unsecured convertible loan notes announced 20 November 2023, which carry an interest rate of 15% by the issue of new ordinary shares with warrants attached as set out in note 17. £8,625 of interest was charged for the period in relation to the loan note prior to conversion (2024- £4,767 in relation to the convertible loan note converted in 2024).

15.  Provision for Deferred Consideration

 

		As at 31 December 2025 £	As at 31 December 2024 £
	Current Liabilities payable within 1 year
	Amount due to Broken Rock	135,450	16,653
		135,450	16,653
	Non-Current Liabilities
	Amounts due to Broken Rock	-	137,715
		135,450	154,368

 

On 3 April 2025 the Company announced the amendment and extension to the purchase agreement allowing for an additional year to meet the exploration commitment at Obonga. $250,000 (£135,450) is due to Broken Rock on 29 September 2026.

A deferred consideration liability has been recognised as there are no conditions attached to these payments. The amounts payable over time have been discounted to present value. Each period the liability is increased by the interest rate used in the discounting calculation with subsequent increases expensed to finance costs.

Payments to Broken Rock of CAD $30,000 (£16,158) have been made in the year to 31 December 2025 (2024: CAD $30,000 (£16,897) to Broken Rock).

 

16.  Reserves

Share-Based Payment Reserve

The share-based payment reserve represents the cumulative charge for options granted, still outstanding and  not exercised.

Foreign Currency Translation Reserve

The translation reserve represents the exchange gains and losses that have arisen on the retranslation of overseas operations.

Retained Losses

Retained losses represent the cumulative loss net of distributions to owners.

 

17.  Share capital

The table below presents the number of new Ordinary Shares after each equity transactions that occurred in the year ended 31 December 2025 and the year ended 31 December 2024.

		Number of new Ordinary shares	Share Capital
		No	£
	Authorised Share Capital
	Ordinary Shares	500,000,000
	Allotted, issued and fully paid ordinary shares of £1:
	As at 1 January 2024	92,822,310	6,330,665
	Placing on 23 May 2024	8,333,334	375,000
	As at 12 June 2024	101,155,644	6,705,665
	25 to 1 share consolidation on 13 June 2024	4,046,226	6,705,665
	Conversion of Convertible Loan Notes	232,854	238,676
	As at 1 January 2025	4,279,080	6,944,341
	Placing-  January 2025	910,000	455,000
	Capitalisation of debt facility- March 25	362,250	181,125
	Obonga extension consideration shares- April 2025	42,070	16,216
	Warrant Exercise- June 2025	106,666	80,000
	Director Subscription- June 2025	191,304	132,000
	Placing- October 2025	1,000,000	600,000
	WRAP retail offer- October 2025	92,616	55,570
	As at 31 December 2025	6,983,986	8,464,252

On 23 May 2024 the Company announced the completion of a placing raising £375,000 (before expenses) by the issue of 8,333,334 new ordinary shares at a price of 4.5 pence. Each Placing Share was issued with one warrant attached entitling the holder to subscribe for one new ordinary share at a price of 7.5 pence with a life of 36 months from the date of Admission.  The directly attributable costs associated with the placing amounted to £29,850.

On 13 June 2024, the Company announced that at its Annual General Meeting held on 13 June 2024, inter alia, a resolution was passed which approved the consolidation of 92,822,310 existing ordinary shares ("Existing Ordinary Shares") of no par value on a 25 into 1 basis, such that every 100 Existing Ordinary Shares are consolidated into 4 ordinary shares. As a result of the approval of the Share Consolidation, the Company had 3,712,892 new Ordinary Shares in issue.  The announcement on 13 June 2024 reflected the number of shares in issue prior to the May 2024 Placing as this was the figure stated in the Company's AGM notice. The table above shows the position reflecting the issue of the May placing shares which were then consolidated at the time of the approval of the share consolidation at the Annual General Meeting on 13 June 2024.

On 30 July 2024 the Company announced that it received notification on 28 July 2024 that Darren Hazelwood, the chief executive officer of the Company, had exercised the conversion rights attaching to the £56,000 of convertible loan notes held by him in respect of principal and accrued interest of £9,520. As a consequence, Mr Hazelwood was issued with 63,922 new ordinary shares of no par value in the capital of the Company at a price of £1.025 per ordinary share. The ordinary shares were admitted on 5 August 2024.

 

On 1 August 2024 the Company announced that it received notification on 31 July 2024 that Nicholas O'Reilly, the executive chairman of the Company, had exercised the conversion rights attaching to the £50,000 of convertible loan notes held by him in respect of principal and accrued interest of £8,500. As a consequence, Mr O'Reilly will be issued with 57,073 new ordinary shares of no par value in the capital of the Company at a price of £1.025 per Ordinary Share. The ordinary shares were admitted on 8 August 2024.

 

On 6 November 2024 the Company announced that it received notification that the remaining convertible loan note holders had exercised their conversion rights attaching to the (£60,987) of convertible loan notes held by them in respect of principal and interest due (which includes a 4.25% extension premium). As a consequence, the remaining holders will be issued with 59,500 new ordinary shares of no par value in the capital of the Company at a price of £1.025 per Ordinary Share. The ordinary shares were admitted on 11 November 2024.

 

On 25 November 2024 the Company announced that it received notification that the remaining convertible loan note holders had exercised their conversion rights attaching to the (£53,668) of convertible loan notes held by them in respect of principal and interest due (which includes a 4.25% extension premium). As a consequence, the remaining holders were issued with 52,360 new ordinary shares of no par value in the capital of the Company at a price of £1.025 per ordinary share. The ordinary shares were admitted on 28 November 2024.

 

On 20 January 2025 the Company announced the completion of a conditional placing, confirming it has placed 910,000 ordinary shares of no-par value at a price of 50 pence raising gross proceeds of £455,000.  Each share was issued with one warrant attached entitling the holder to subscribe for one new ordinary share at a price of 75 pence. The warrants have a life of 36 months from the date of Admission. Admission took place on 28 February 2025. The directly attributable costs associated with the placing amounted to £31,850.

 

On 12 March 2025 the Company announced it had agreed terms to capitalise its only outstanding debt facilities, comprising the £150,000 of unsecured convertible loan notes announced 20 November 2023, which carry an interest rate of 15%. The Company settled this liability by the issue of new ordinary shares with warrants attached, a combined total of 362,250 shares at an issue price 50p and delivered 362,250 warrants with an exercise price of 75p to the former holders of the loan notes. The warrants have a life of 3 years and be subject to an "accelerator" requiring the warrants to be exercised should the Panther share price exceed £1.50 at any time over a period of 20 trading days following the date of the issue of the warrants.

 

On 3 April 2025 the Company announced an Amending Agreement on the Obonga project extending the existing agreement for a further 12 months and meaning that the exploration commitment is now spread over five years; whilst the original net smelter return royalty is replaced with a gross revenue royalty equal to 1.5% of the gross value of the sale proceeds actually received by the royalty payer from activity carried out on the Property. In connection with the signing of the Amending Agreement the Company allotted and issued 42,070 new ordinary shares with a value of Canadian $30,000 (£16,158) to Broken Rock based on the mid-market closing price of Panther's ordinary shares on 27 March 2025 and an exchange rate of CAD$1.85 to £1.00.

On 24 June 2025 the Company announced it had received notice of exercise of a total of 106,666 warrants with an exercise price of 75p per share, raising £80,000 for the Company.  Admission took place on 30 June 2025.

On 30 June 2025 the Company announced that Executive Chairman, Nicholas O'Reilly, and Chief Executive Officer, Darren Hazelwood, had undertaken a direct share subscription with the Company for a total of £132,000 at the market mid-price of 69p.   Mr Hazelwood subscribed for a total of 155,072 new shares for a consideration of £107,000, taking his and Mrs Hazelwood's total holding to 7.32% of the issued share capital in the Company. Mr O'Reilly subscribed for a total of 36,232 new shares for a consideration of £25,000, taking his total holding to 113,305 Ordinary Shares equivalent to 1.92% of the issued share capital in the Company.

On 28 October 2025 the Company announced that it had raised gross proceeds of £600,000 before expenses via a placing of 1,000,000 ordinary shares at a price of 60p per share. Admission took place on 31 October 2025.  On 30 October 2025 the Company announced it had raised gross proceeds of £55,570 in a WRAP retail offer of 92,616 ordinary shares at a price of 60p per share. Admission took place on 31 October 2025. The directly attributable placing costs amounted to £49,334.

 

18.  Prior Year Adjustment- Restatement of the Income Statement, Statement of Financial Position, Statement of Cash Flows and Statement of Changes In Equity as at 1 January 2024 and  31 December 2024

 

During the current financial year, the Group identified the requirement for corrections in:

·    The application of IFRS2 Share Based Payments in relation to the valuation of investor warrants issued as part of placings and the conversion of debt into equity which had incorrectly been brought under the scope of IFRS2 and valued and recognised in the financial statements;

·    The recognition of the Growth Reward Scheme and the valuation of the options granted under the scheme;

·    The treatment of costs directly attributable to the issue of equity in accordance with IAS32 Financial Instruments: and

·    The application of IAS21 The Effects of Foreign Exchange Rates in relation to the requirement to present unrealised foreign exchange differences on the translation of foreign operations in other comprehensive income and within a separate foreign exchange reserve.

 

In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the Group has corrected these errors retrospectively by restating the comparative amounts for the prior period presented as follows

·    In relation to the IFRS2 correction, the valuation of  333,333 investor warrants issued in relation to the May 2024 placing and amounting to £105,759 for the year ended 31 December 2024 has been reversed so that the income statement for the comparative year ended 31 December 2024 has been restated to exclude any valuation of investor warrants.

·    In relation to the Growth Reward Scheme, the fair value of the 2,240,000 options granted to Darren Hazelwood and Nicholas O'Reilly was not valued in the year ended 31 December 2024 but has been valued in the year ended 31 December 2025 with a restatement of the position as at 31 December 2024 for the valuation as at the grant date of 1 November 2024 of £143,885 charged over the 3 year vesting period. £7,994 has been included as a charge to the income statement for the year with a corresponding credit to the share based payment reserve.

·    In relation to IAS32, costs directly attributable to the issue of equity were taken to equity.

·    In relation to the IAS21 correction, a foreign exchange reserve has been created.

o The retranslation of the foreign operations on an accumulated basis as at 31 December 2023 amounting to £14,358 has been restated as a movement between retained losses and the foreign exchange reserve in the Statement of Changes in Equity.

o The retranslation of the foreign operations for the year ended 31 December 2024 amounting to £129,916 has been represented in other comprehensive losses rather than the income statement.

 

18.  Prior Year Adjustment- Restatement of the Income Statement, Statement of Financial Position, Statement of Cash Flows and Statement of Changes In Equity as at 1 January 2024 and 31 December 2024 (continued)

 

The financial impact of the correction on the prior period financial statements is summarised below:

Changes to Group Balance Sheet	As previously reported 1 January 2024	Adjustment	As restated on 1 January 2024
	£	£	£
Translation of foreign operations accumulated position as at 1 January 2024		(14,358)
Foreign exchange reserve	-	(14,358)	(14,358)
Translation of foreign operations accumulated position as at 1 January 2024		14,358
Retained earnings- total	(3,364,817)	14,358	(3,350,459)

 

 

Changes to Group Balance Sheet	As previously reported 31 December 2024	Adjustment	As restated 31 December 2024
	£	£	£
Derecognition of Investor Warrants		(105,759)
Recognition of Growth Reward Scheme		7,994
Share based payment reserve- total	567,740	(97,765)	469,975
Translation of foreign operations for the year ended 31 December 2024	-	(129,916)
Foreign Exchange Reserve	(14,358)	(129,916)	(144,274)
Translation of foreign operations for the year ended 31 December 2024		129,916
Derecognition of Investor Warrants		105,759
Recognition of Growth Reward Scheme		(7,994)
Share issue costs included in admin expenses rather than share capital		29,850
Retained earnings- total*	(5,386,527)	257,531	(5,128,996)
Share issue costs included in admin expenses rather than share capital		(29,850)
Share capital	6,944,341	(29,850)	6,914,491

*The difference between the retained earnings per the prior year accounts and the amount reflected here relates to the £14k adjustment to the opening retained earnings.

18.  Prior Year Adjustment- Restatement of the Income Statement, Statement of Financial Position, Statement of Cash Flows and Statement of Changes In Equity as at 1 January 2024 and 31 December 2024 (continued)

 

Changes to Group Income Statement	As previously reported 31 December 2024	Adjustment	As restated 31 December 2024
	£	£	£
Derecognition of Investor Warrants		105,759
Recognition of Growth Reward Scheme		(7,994)
Share based payment charge- total	(152,991)	97,765	(55,226)
Share issue costs included in admin expenses rather than share capital		29,850
Administrative expenses	(692,010)	29,850	(662,160)

 

Changes to Group Cashflow Statement	As previously reported 31 December 2024	Adjustment	As restated 31 December 2024
	£	£	£
Translation of foreign operations for the year ended 31 December 2024		129,916
Derecognition of Investor Warrants		105,759
Recognition of Growth Reward Scheme		(7,994)
Share issue costs included in admin expenses rather than share capital		29,850
Operating Loss total	(2,206,568)	257,531	1,949,037
Adjusted for :
Share based payment charge	152,991	(97,765)	55,226
Foreign exchange	111,818	(129,916)	(18,099)

 

19.  Share based payment transactions- Equity settled share-based payments

Options and warrants issued, cancelled and outstanding at the year end

	At 1 January 2025 (Restated)				At 31 December 2025
	No of options	Issued	Exercised	Expired	No of options
Obonga options issued to Broken Rock- August 2021	20,000	-	-	-	20,000
Management options- August 2021	184,000	-	-	-	184,000
Placing Warrants- Aug 2022	834,909	-		(834,909)	-
Management Options- November 2023	48,000	-	-	-	48,000
Placing warrants- May 2024	333,333	-	-	-	333,333
Placing warrants- January 2025	-	910,000	(106,666)	-	803,334
Debt capitalisation warrants March 2025	-	362,250	-	-	362,250
Growth Reward Scheme- November 2024	2,240,000				2,240,000
	3,660,242	1,272,250	(106,666)	(834,909)	3,990,917

 

During the period the August 2022 Placing Warrants with a value of £277,664 expired (2024: £176,348)

 

Options and warrants outstanding and exercisable

	Vested and exercisable	Exercise price (£)	Weighted average contractual life	Expiry date
Options under IFRS 2			(years)
Obonga options- August 2021	20,000	3.25	0.84	2 August 2026
Management options- August 2021	184,000	3.75	0.89	22 August 2026
Management Options- November 2023	48,000	1.50	3.09	1 November 2028
Growth Reward Scheme- November 2024	2,240,000	1.375	8.84	1 November 2034
Warrants outside the scope of IFRS 2
Placing warrants- May 2024	333,333	1.88	1.64	23 May 2027
Placing warrants- January 2025	803,334	0.75	2.41	28 February 2028
Debt capitalisation warrants- March 2025	362,250	0.75	2.53	12 March 2028

 

19.  Share based payment transactions (continued)

Growth Reward Scheme

The Directors Remuneration report on page 69 refers to the Growth Reward Scheme put in place on 1 November 2024 . The Growth Reward Scheme is a long-term incentive scheme offering options and a cash bonus if certain market capitalisation milestones are reached, such awards requiring to be approved by the Remuneration Committee prior to being exercised. The following table sets out the total cumulative options granted to Darren Hazelwood and Nicholas O'Reilly collectively.

Market Capitalisation (£M)	Number of £1.375 Options	Cash Bonus (£M)
30	160,000	-
50	160,000	-
100	320,000	2
150	160,000	-
250	320,000	4
400	160,000	-
500	320,000	20
650	160,000	-
800	160,000	-
1,000	320,000	50
Total	2,240,000	76

 

As the vesting conditions for the options granted in November 2024 were based on market conditions, the Monte Carlo valuation model has been used to determine the vesting period and probability of the vesting conditions to provide a fair value based off the results calculated by the model. The fair value recognised at grant date was £143,885 which is to be charged over the three year vesting period. The options lapse after ten years but the assumed exercise date is 3 May 2031. Other inputs to the Monte Carlo model are the exercise price of £1.375, the risk free rate of 4.25% and the volatility of 82%.

Management Options

A Black-Scholes model has been used to determine the fair value of the share options on the date of grant. The model assesses several factors in calculating the fair value. These include the market price on the date of grant, the exercise price of the share options, the expected share price volatility of the Company's share price based on the historical volatility of the share price, the expected life of the options, the risk-free rate of interest and the expected level of dividends in future periods.

	Date of grant	Risk free rate	Share price volatility	Expected life	Share price at grant date
	Obonga options- August 2021	0.66%	55%	5 years	0.1363
	Management options- August 2021	0.77%	55%	5 years	0.1175
	Management Options- November 2023	5.49%	43%	5 years	0.0340

The total charge to the consolidated statement of comprehensive income for the period to 31 December 2025 was £95,194 (2024: restated charge of £55,226).

 

20.  Financial instruments

 

The following financial instruments were held at the balance sheet date (refer to financial instruments accounting policy for categorisation and fair value hierarchy):

		As at 31 December 2025 £	As at 31 December 2024 £
	Financial assets
	Fair value through profit or loss (Fair Value- Level 1)	-	631,270
	Other receivables (amortised cost)	109,799	91,079
	Cash and cash equivalents (amortised cost)	71,085	17,536
		180,884	739,885
	Financial liabilities
	Trade payables (amortised cost)	53,673	507,187
	Accruals (amortised cost)	62,025	84,046
	Deferred consideration  (amortised cost)	135,450	154,368
	Loan notes (amortised cost)	-	172,500
	Other payables  (amortised cost)	140,814	6,030
		392,962	924,131

 

Financial risk management objectives

In the normal course of its operations the Group is exposed to a variety of risks from both its operating and investing activities. The Group's risk management is coordinated by the Board of Directors and focuses on actively securing the Group's short to medium term cash flows.

The main risks the Group is exposed to through its financial instruments are capital management risk, credit risk, market risk and liquidity risk.

Capital risk management

 

The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the equity balance. The capital structure of the Group consists of equity attributable to equity holders consisting of issued share capital, reserves and retained losses as disclosed in the Statement of Financial Position.

 

Credit risk

 

Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations. The Company has borrowings outstanding from its subsidiaries, the ultimate realisation of which depends on the successful exploration and realisation of the Group's evaluation and exploration assets.

 

Market risk

 

The Group will incur exploration costs in Canadian Dollars but it has raised capital in £Sterling and its banking facilities are based in the UK and Canada. Fluctuations in exchange rates of Canadian Dollar against £ Sterling may materially affect the Group's translated results of operations.

 

The Company does not enter forward exchange contracts to mitigate the exposure to foreign currency risk as amounts paid and received in specific currencies are expected to largely offset one another and the currencies most widely traded are relatively stable.

 

As the Group's activities continue to develop the Board of Directors will monitor the exposure to foreign currency risk. No sensitivity analysis has been prepared on the basis that the effects are minimal.

 

Liquidity risk

 

Liquidity risk is the risk the Group will not be able to meet its financial obligations as they fall due.  The ultimate responsibility for liquidity risk management rests with the Board of Directors, which monitors the Company's short-, medium- and long-term funding and liquidity management requirements.  The Company's liquidity risk arises in supporting the exploration activities of its subsidiaries whilst also having sufficient resources to maintain the Company's listing status and overheads.

 

The Board of Directors maintains detailed working capital forecasts and exploration budgets to ensure sufficient resources exist to fund the Group's short-term plans. The Board will seek to raise funds from share capital to fund its medium to long term plans.

 

The Group's financial liabilities, consisting of trade and other payables, were settled within four weeks of the year end.

 

21.  Financial commitments

Dotted Lake Financial Commitments

The project licences held by Panther Canada in respect of Dotted Lake are subject to minimum spend requirements and to retain the licences the Group is committed to spend CAD$69,600 in the next 12 months (2024: CAD$69,600).

Obonga Financial Commitments

The project licences held by Panther Canada at Obonga are subject to minimum spend requirements and to retain the licences the Group is committed to spend CAD$458,000 in the next 12 months (2024: CAD$486,292).

 

Operating Lease Commitments

The Company leases its premises in Paynes Park Hitchin under a service agreement with a 3-month cancellation term giving rise to a potential financial obligation of £1,912 should the lease be terminated.

22.  Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are at arm's length. The group is therefore not required to disclose transactions between the Company and its subsidiaries, as permitted by IAS 24.

Directors' remuneration is detailed within the Directors' Remuneration Report on page 68. During the year ended 31 December 2025, Directors' remuneration has been paid to individuals as salaries (through payroll).

Mining Analyst Consulting Limited, a company owned by Nicholas O'Reilly, charged Panther Canada £20,000 (2024: £30,242) in respect of geological consultancy services and charged the Company £30,000 (2024: £27,000) in relation to accounting and consultancy services.  As at 31 December 2025 £nil was owed to Mining Analyst Consulting Limited in relation to the provision of these services (2024: £28,000).

Company Name	Director	Year ended 31 December 2025	Year ended 31 December 2024
		£	£
Mining Analyst Consulting Limited	N O'Reilly / K O'Reilly	50,000	57,242
		50,000	57,242

Amounts due to related parties stated in payables as at 31 December 2025 consists of £100,000 due to Darren Hazelwood (2024: £nil), £34,986 (2024: £nil) due to Mining Analyst Consulting Limited (the consultancy company of Nicholas O'Reilly and Katherine O'Reilly).

23.  Subsequent events

Placing

On 9 February 2026 the Company announced that it has raised gross proceeds of £1,190,000 (before expenses) through a placing of 1,700,000 ordinary shares of no par value at a price of 70 pence (the "Placing Price"). The Placing, which received substantial backing from new and existing institutional investors and existing shareholders of the Company, was significantly oversubscribed and subject to scale back.   The shares were admitted on 16 February 2026.

Filing of Preliminary Non Offering Prospectus

On 13 February 2026 the Company announced that it has filed a preliminary non-offering prospectus (the "Prospectus") with the Ontario Securities Commission (the "Commission") and has applied to the Canadian Securities Exchange (the "CSE") for a secondary listing of its ordinary shares on the CSE in Canada (the "Listing"). The Company's ordinary shares will continue to be listed on the official list of the UK Financial Conduct Authority and traded on the main market for listed securities of the London Stock Exchange PLC.

Final acceptance of the Prospectus and the Listing are subject to the review and approval of the Commission and the CSE, respectively. The Prospectus contains important information relating to the Company and its currently issued shares capital and is subject to amendment as may be required by the Commission. The Prospectus will be available for review under Panther's profile on the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca.

Siltamaki Purchase Option- Obonga

Post year end on 15 January 2026 the Company announced announce the signing of a three year term purchase option agreement (the "Purchase Option") over three multicell mining claims (the "Properties" or "Claims") which comprise the Otter Gold, Z2 Gold and Wig properties at Obonga. The Purchase Option signed with Mrs Karen Siltamaki is a partial replacement for the purchase option agreement announced 22 November 2021 signed with her late spouse Mr Aki Siltamaki and secures Panther options over the Properties through to January 2029. The Purchase Option allows Panther the option to purchase the Claims for a total cash consideration of CAN$200,000 and the award of a 1.5% net smelter return ("NSR") royalty (with a provision for Panther to reduce the royalty to 1.0% NSR through a CAD$1,000,000 buy-back). The Purchase Option price, was CAD$10,000 with further payments of CAD$10,000 due on each anniversary of the date of signing, for three consecutive years.