3 February 2025

Panthera Resources Plc

("Panthera" or the "Company")

Conversion Notice and Issue of Equity

Gold exploration and development company Panthera Resources Plc (AIM: PAT), with assets in West Africa and India, announces that it has received notice to convert US$125,000 unsecured convertible loan notes and accrued interest ("CLNs" or "Notes"). Accordingly, the Company will issue 1,788,007 new ordinary shares of 1 pence each in the Company (the "Ordinary Shares").

Details of the terms and conditions of the CLNs are outlined in the Company's announcement released on 12 November 2024. Following conversion of the CLNs, there are no CLNs outstanding. 

Furthermore, the Company announces that the discussions with the CLN participants, as detailed in the 12 November 2024 announcement, remain ongoing and the exclusivity agreement has been extended by one month to 28 February 2025.

At this stage, save for exclusivity provisions contained in the exclusivity agreement, discussions regarding the maximisation of value in relation to the Company's West African gold assets remain at an early stage and are not binding. Therefore, there can be no certainty as to the precise means of implementing any such strategy, including but not limited to whether the Company will separate its West African gold business to a new corporate vehicle as well as the final binding terms and conditions of any such proposal. It is anticipated that such terms and conditions will be determined in forthcoming negotiations. Any such proposal is conditional on the proposal not being deemed a fundamental change of business pursuant to Rule 15 of the AIM Rules for Companies.

Admission to AIM

Application has been made to London Stock Exchange plc for the 1,788,007 new Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the new Ordinary Shares will commence on AIM at 8.00 a.m. on or around 6 February 2025.

Following Admission, the Company's issued share capital will comprise 199,889,254 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

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)                                                               

Guy McDougall / Kelly Gardiner

VSA Capital Limited (Joint Broker)                                                                   +44 (0) 20 3005 5000

Andrew Monk / Andrew Raca

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

Colin Rowbury                                                                                                                                                  

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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**