Result of Placing and Subscription

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

25 February 2025

Panthera Resources Plc

("Panthera" or the "Company")

Result of Placing and Subscription

At 5:04 p.m. on 24 February 2025 Panthera Resources Plc (AIM: PAT) announced a proposed equity fundraising by way of an accelerated bookbuild (the "Fundraising Announcement"). The Board of Panthera is pleased to announce that the Bookbuild, which was considerably oversubscribed, has concluded and that it has conditionally raised gross proceeds of approximately £2.77 million at the Issue Price of 7 pence through (i) the Placing of 12,560,583 Placing Shares to new and existing institutional investors and (ii) the Subscription for 27,044,141 Subscription Shares.

The Issue Price represents a discount of approximately 15 per cent. to the closing mid-market price on 24 February 2025 which was 8.25 pence. The new Ordinary Shares will represent approximately 16.5 per cent. of the Company's enlarged issued share capital.

The 39,604,724 new Ordinary Shares are to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis, granted at the general meeting of the Company on 20 November 2024.

Change to director shareholding in the Company

As a result of the issue of the Placing Shares and the Subscription Shares, the shareholding of Michael Higgins, non-executive chairman of the Company, will be diluted on Admission to approximately 3.97 per cent. (the number of Ordinary Shares he holds will remain the same at 9,546,664).

Warrants

The Company has agreed to pay the Bookrunners a commission in connection with the Fundraising. In addition, the Company has agreed to issue 2,772,331 unlisted certificated warrants to the Bookrunners, exercisable at a price of 7 pence on or before two years from the date of Admission (as defined below) with each warrant entitling the holder to acquire one new Ordinary Share.  

Admission to AIM

Application will be made to the London Stock Exchange plc for the admission of the Placing Shares and the Subscription Shares to trading on AIM and it is expected that Admission will occur at 8.00 a.m. on 12 March 2025 or such later time and/or date as the Bookrunners and the Company may agree (being in any event no later than 8.00 a.m. on 26 March 2025).

Total voting rights

Immediately following Admission, the Company will have 240,493,978 ordinary shares of 1 pence each in issue, each with one voting right.  There are no shares held in treasury. Therefore this figure may be used by shareholders from Admission 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Unless otherwise defined, definitions contained in this Announcement have the same meaning as set out in the Fundraising Announcement.

Enquiries:

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

Notes to Editors:

Panthera Resources PLC (AIM: PAT) is a gold exploration and development company focused on creating value through its portfolio of high-potential gold assets in West Africa and India. The Company's primary focus is on advancing the arbitration claim on its Bhukia Gold Project in India, an international claim against the Government of India under the Australia-India Bilateral Investment Treaty (BIT). The Arbitration is being funded through a US$13.6 million financing package provided by LCM.

In West Africa, Panthera has a diversified portfolio of gold projects across Mali and Burkina Faso, including both Panthera-operated and joint-ventured assets with proven resource potential. These projects range from semi-advanced exploration targets to multi-million-ounce gold systems, positioning Panthera as an emerging gold developer in the region.

The Company is led by an experienced management team with a strong track record in gold exploration, project development, and arbitration, ensuring a focused strategy to unlock value across its asset base.

This Announcement should be read in its entirety. Attention is drawn to the section of this Announcement headed 'Important Notices'.

IMPORTANT NOTICES

Notice to Distributors

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment").  Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of chapters 9A or 10A respectively of the COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares.  Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended and as this is applied in the United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").  The Ordinary Shares are not appropriate for a target market of investors whose objectives include no capital loss.  Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital projection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital, VSA Capital and Novum Securities will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.  Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

Forward Looking Statements

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's directors' ("Directors") beliefs or current expectations.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

Notice to overseas persons

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction into which the publication or distribution would be unlawful.  This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.  Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

General

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) or any previous Announcement made by the Company is incorporated into, or forms part of, this announcement.

This Announcement has been issued by, and is the sole responsibility of, the Company. 

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser, Joint Broker and Bookrunner to the Company in connection with the Placing.  Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Allenby Capital has not authorised the contents of, or any part of, this announcement, no representation or warranty, express or implied, is made by Allenby Capital in respect of such contents, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of Allenby Capital for its own fraud.  Allenby Capital's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

VSA Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Broker and Bookrunner to the Company in connection with the Placing. VSA Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of VSA Capital or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company.  VSA Capital is not making any representation or warranty, express or implied, as to the contents of this Announcement. VSA Capital has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by VSA Capital for the accuracy of any information, or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of VSA Capital for its own fraud.

Novum Securities, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Broker and Bookrunner to the Company in connection with the Placing.  Novum Securities will not be responsible to any person other than the Company for providing the protections afforded to clients of Novum Securities or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Novum Securities is not making any representation or warranty, express or implied, as to the contents of this Announcement. Novum Securities has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Novum Securities for the accuracy of any information, or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of Novum Securities for its own fraud.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that the earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing.  Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information.

The new Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

The price and value of securities can go down as well as up. Past performance is not a guide to future performance.