11 July 2023

Panthera Resources Plc

("Panthera" or "the Company")

Executive Service Agreement Variation

Gold exploration and development company Panthera Resources Plc (AIM: PAT), with gold assets in West Africa and India, announces that the Company has today agreed to vary certain incentivisation terms of the existing executive services agreement in place with the Company's CEO, Mark Bolton and the Company (the "Executive Service Agreement").

Background

On appointment, Mark Bolton entered into the Executive Service Agreement with Company, which contained, inter alia, certain terms and conditions outlining his entitlements under the Company's executive director incentive arrangements.  These incentive arrangements have subsequently expired.  The Board recognises the importance of aligning the executive directors' long-term interests with that of the Company's shareholders, including through, amongst other ways, the encouragement of increasing long-term shareholder value.

As a result, the Company has agreed to vary the terms of Mark Bolton's Executive Service Agreement, as such that Mark Bolton shall be entitled to the automatic grant of three (3) million options, subject to certain condition precedents outlined below, over new ordinary shares of £0.01 each in the capital of the Company (the "Ordinary Shares").

If the condition precedents outlined below are met, the options to be granted are exercisable into one new Ordinary Share at a strike price of £0.10 (the "Strike Price") per Ordinary Share up until 31 March 2024. The strike price of £0.10 represents approximately a 32 per cent premium to the closing mid-market price of the Company's Ordinary Shares on 10 July 2023.

Accordingly, a total of 3 million options, representing approximately 1.9 per cent. of the Company's issued share capital could be granted to Mark Bolton under the revised Executive Service Agreement.

Grant of options condition precedents

The grant of the options are subject to certain criteria:

a)    the grant of the Bhukia Prospecting Licence and securing the follow-on permits required to commence drilling; or, if earlier

b)    securing committed litigation finance (that is available for drawdown by the Company) for a minimum of US$5 million to pursue a claim under the Australia India Bilateral Investment Treaty.

Furthermore, under the amended Executive Service Agreement, partial automatic grant of these options over new Ordinary Shares can occur earlier if in any month the weighted average share price exceeds GBP0.20 in which case, Mark Bolton will be entitled to the grant and subsequent exercise of 150,000 options over new Ordinary Shares out of the 3 million for that month at the Strike Price.

Related party transaction

The variation to the Executive Service Agreement and inclusive of the entitlement to the potential future grant of the options to Mark Bolton, subject to certain condition precedents, (the "Variation and Grant of Options") is deemed to be a related party transaction pursuant to rule 13 of the AIM Rules for Companies. The directors of the Company, with the exception of Mark Bolton, having consulted with the Company's nominated adviser, Allenby Capital Limited, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

The FCA notification, made in accordance with the requirements of the UK Market Abuse Regulation is appended further below.

Contacts

Panthera Resources PLC

Mark Bolton (Managing Director)                                                                              +61 411 220 942

                                                                                                            [email protected]

Allenby Capital Limited (Nominated Adviser & Joint Broker)                     +44 (0) 20 3328 5656

John Depasquale / Vivek Bhardwaj (Corporate Finance)                                                               

Kelly Gardiner / Stefano Aquilino (Sales & Corporate Broking)

Novum Securities Limited (Joint Broker)                                                      +44 (0) 20 7399 9400

Colin Rowbury                                                                                                                                                  

Subscribe for Regular Updates

Follow the Company on Twitter at @PantheraPLC

For more information and to subscribe to updates visit: pantheraresources.com

UK Market Abuse Regulation (UK MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

Forward-looking Statements

This news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; possible variations in ore grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein.

**ENDS**

Annexure