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.
24 April 2024
PANTHER METALS
PLC
("Panther" or the "Company")
Results for the Year Ended 31
December 2023
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 2023. The full
report is available on the Company's website at
www.panthermetals.co.uk.
In accordance with Listing Rule
9.6.1 of the UK Financial Conduct Authority ("FCA"), a copy of the
2023 Annual Report will also be submitted to the FCA via the
National Storage Mechanism and will shortly be available to the
public for inspection at:
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
Chairman's Statement
The start of 2023 presented a
significant milestone for Panther, with the drill core assay
results from the Autumn 2022 drilling programme in Canada
confirming the discovery of a new volcanogenic massive sulphide
("VMS") mineral system at the Obonga Project's Survey Target. The
discovery coincided with further drilling success at Wishbone with
significant and high-grade zinc intersections up to 11.65% Zn.
Together the results confirmed the Obonga Greenstone Belt as an
emerging new VMS and Base Metal Camp located only 75km east of the
former Mattabi/Sturgeon Lake Mining Camp where five past producing
mines were operated by Noranda between 1972 to 1991. The drill
assay results also confirmed a wide intersection of flake graphite
at Obonga's Awkward Target. Graphite, like zinc, is on the Canadian
Critical Minerals List, with an identified supply risk fuelled by
the high-purity graphite demand for the rapidly growing electric
vehicle ("EV") and energy storage industry.
Against a backdrop of cautious
market sentiment around the resource sector, Panther continued to
advance and grow the business in a top tier mining
jurisdiction.
The year saw Panther increase
potential exposure to base and precious metals and to graphite, in
a bid to address the critical minerals deficit, with the addition
of claims over the Scalp Lake area at the Obonga, where regional
structural studies and government geochemical datasets show high
potential for various metals, including lithium, rare earths,
uranium, copper, and gold. In concert with the emerging
graphite potential around the Awkward prospect, an additional
7.25km2 of ground was optioned over Awkward East. At the
Manitou Project a further 4.15km2 of claims were staked
over two blocks of exploration ground considered highly prospective
for gold. Whilst new Exploration Permit applications were
lodged on all three of the Company's projects.
Over the same period Panther saw
positive indirect exposure to the commodity sector through
significant shareholdings in London listed Fulcrum Metals PLC and
Australia listed Panther Metals Ltd ('Panther Australia').
Following the sale of Panther's Big Bear Project to Fulcrum, their
initial listing on London's AIM market in February 2023, saw
Panther's initial 20% stake in Fulcrum (valued at £1.745M at the
placing price), as well as warrants, cash and a royalty. Whilst the
year-end 23.5% holding in Panther Australia was supported by an
active year that saw significant developments at the Coglia
Nickel-Cobalt Project in Western Australia including successful
metallurgical testwork and the growth through drilling of its JORC
compliant Mineral Resource estimate from 70.6Mt Inferred in 2023 to
over 102Mt post period end. These strategic investments contribute
synergistically to Panther's overall business model. The
diversified portfolio ensures resilience against market
fluctuations, while the strategic positioning in different
geographical locations maximises exposure to valuable mining
markets and provides a source of potential liquidity.
In a year characterised by depressed
equity capital markets, and poorly performing share prices across
the mining sector, Panther was able to leverage the company's
connections and credibility to raise £200,000 in August through the
issue of convertible loan notes in order to avoid dilution for
shareholders and reflecting the Board's belief in the business's
undervaluation. Through a further drawdown facility with existing
shareholders in late 2023 Panther secured a further unsecured
drawdown facility with existing shareholders for £150,000 to
facilitate drilling of the Glass Reef target at the Manitou Lakes
project. This alternative to equity financing, accompanied by
attached warrants at a premium, showcases Panther's proactive
financial management.
At a board level we welcomed Tracy
Weslosky and Katherine O'Reilly as Non-Executive Directors in
November, following the stepping down of Mitchell Smith and Kate
Asling. Tracy and Katherine bring diverse expertise in corporate
finance, business strategy, capital markets, and Canada based
investor relations. Mitchell and Kate were pivotal in the
establishment and growth of Panther, roles for which they have our
continued gratitude.
Panther remains committed to its
vision of a commercial discovery while maintaining a dynamic and
flexible approach. The Company's robust and growing global network
of financial and industry partners is testament to Panther CEO
Darren Hazelwood's unceasing drive and professionalism. I
thank and congratulate Darren for his continued hard work and
results; the Company's positive trajectory is poised to accelerate
as we look to contribute significantly to the mining and
exploration sector in both London and Canada.
Nicholas O'Reilly
Non-Executive Chairman
23 April 2024
STRATEGIC REPORT
Results
The profit at Group level for this year after
taxation was £269,184 (2022: loss £952,896) and at company level
£321,477 (2022: loss £977,846).
Review of the
Business and Operations
Mineral Exploration in
Ontario, Canada
Obonga Project: Potential for Canada's Next Mining
District
· Total
Area: 291.0 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.
The Obonga Project ("Obonga") is
Panther's flagship project, a district scale opportunity that the
Company has advanced from a greenfield regional data-based target
area, through proof of concept to drilling success and Volcanogenic
Massive Sulphide ("VMS") mineral discoveries. It is located 160km
north of the industrial port city of Thunder Bay and is
advantageously located for access to the trans-Canada railway and
national highway links.
Obonga
Activities
On 2 February 2023, the Company
reported the results from the autumn 2022 diamond drilling at
Obonga. These results confirmed the existence of at least two
separate VMS mineral systems on Obonga, with the Survey Prospect
confirmed as a second VMS.
At the Wishbone VMS System, the drilling
results confirmed further wide massive sulphide intersections and
zinc intersections such as 3.6m @ 3.9% Zn, including 2m @ 6.8% Zn
& 4.3 g/t Ag and individual assays grading up to 11.65% Zn,
indicating proximity to metal-fertile fluid flow. The Wishbone
discovery, which was the 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.
The Survey VMS discovery, together with the
Wishbone VMS System, located 6.8km to the east, confirms the Obonga
Greenstone belt as a new emerging VMS Camp, located approximately
75km east of the former Mattabi/Sturgeon Lake Mining Camp on the
Wabigoon Greenstone Belt, where five past producing mines were
operated by Noranda Minerals between 1972 to 1991.
The discovery of two VMS systems at
Obonga is pivotal, boding well for the existence of additional VMS
bodies in the vicinity, given their tendency to occur in
clusters.
The diamond drilling results also
outlined potentially significant intersections of near surface
crystalline 'flake' graphite at the Obonga's emerging Awkward
Graphite Prospect. The 91m long drill hole (BBR22_AW-P1-1)
intersected 35.1m of graphitic metasediment from 8.4m downhole near
the western end of a geophysics anomaly modelled by Panther.
As a precursor to complete hole sampling an initial 2.65m assayed
interval from the 35.1m wide graphitic zone, was submitted to ALS
Laboratories for ("Total Graphitic Carbon"') analysis (by method C-
IR18) in order to confirm the presence of crystalline 'flake'
graphite as observed during core logging. This assayed interval
totalled 2.65 m @ 4.02% TGC from 21m, including 1m @ 5.12% TGC from
21m.
As the graphite mineralisation was
open above and below the sampled interval, follow-up sampling was
conducted extending the total downhole intersection of graphitic
carbon to 27.2m @ 2.25 % TGC between 12m to 43.3m downhole
(announced post period end on 11 January 2024), with intersections
including;
4.0m @ 3.64 % TGC from 14.0m, with 1.0m @ 5.15 % TGC from 16.0m;
6.0m @ 3.60 % TGC from 19.0m, with 1.0m @ 5.12 % TGC from 21.0m ;
and 8.0m @ 2.42 % TGC from 27.0m, with 2.0m @ 4.16 % TGC from 29.0m
downhole.
Obonga Drilling Technical Summary
Survey VMS Discovery
· Drilling at Survey Prospect intersected wide zones of cyclical semi-massive and
disseminated sulphide from 166m downhole depth, including a
highly anomalous zone of zinc
mineralisation:
Hole BBR22 SV-P1-1
· 29m of semi-massive and
disseminated sulphide from 166m
downhole, including:
o Anomalous zone of zinc mineralisation 15m @ 0.11 % Zn from 168m including
4m @ 0.17% Zn from 168m,
with
o Coincident levels of anomalous silver over same
interval.
· Geochemical signature of Survey Prospect assay data consistent
with VMS style mineralisation and zonation.
· Copper
in lake sediment data in the vicinity and downstream of the
Wishbone VMS system is amongst the highest levels in the entire
Province of Ontario, with up to 827 ppm Cu against a background
level of less than 25 ppm Cu.
· Anomalous zinc drill intersections may provide physical
vectors towards higher grade base metals.
· Both
coincident magnetic and electromagnetic geophysics targets are
adjacent to the geological contact between intrusive mafic rocks
and extrusive mafic rocks.
· In
light of anomalous levels of zinc mineralisation, further footwall
assay samples will be submitted for analysis.
· An
historical (1968) shallow drill hole located 1.3km due east along
strike of BBR22 SV-P1-1 intersected several meters of massive
sulphide, but assay results were not documented.
Wishbone VMS System Growing
· Potentially commercial grades of zinc mineralisation
intersected at Wishbone:
Hole BBR22 WB-P1-2
· 3.6m @ 3.9% Zn
from 120m, including
o 2m @ 6.8% Zn, 4.3 g/t
Ag and anomalous 0.19% Cu from 120m,
with
§ 0.5m @ 11.65% Zn, 4.1 g/t
Ag and anomalous 0.14% Cu from
120.2m.
· Further wide zones of massive and semi-massive sulphide
mineralisation intersected, interpreted to be related to the high
temperature pyrrhotite dominant core of the VMS system:
Hole BBR22 WB-P2-1
· 22.4m of massive and
semi-massive sulphide from 127m downhole.
Hole BBR22 WB-P3-1
· 3.8m of semi-massive sulphide
from 163.2m downhole.
Technical Observations
· Preliminary trace-element geochemical investigations suggest
the 'FII' type metavolcanic host rocks at the Wishbone VMS are
similar to the felsic host rocks at the Sturgeon Lake mines.
Alteration and REE ratio markers correlate well with established
VMS exploration models.
· Metal
zonation: VMS deposits typically display a zonation of metals
within the massive sulphide body from Fe+Cu at the base to
Zn+Fe±Pb±Ba at the top and margins, related to differing
temperature and chemical conditions at mineral deposition. The
major observed mineral component of the Wishbone massive sulphide
mineralisation is pyrrhotite with less common pyrite and minor
sphalerite and chalcopyrite in distinct zones.
· Zn+Pb
and Cu ratios of the Wishbone massive sulphide layers continue to
indicate the mineralisation is most likely a bi-modal type VMS
deposit. The deposits of the Sturgeon Lake/Mattabi VMS Mining
Camp 75km west of Wishbone, have also been classified as bimodal
type deposits as have Canada's Kidd Creek (Ontario) and Noranda
(Quebec) VMS deposits.
· Another important characteristic of VMS type deposits is that
they typically occur in clusters. The Company considers that the
discovery of the Wishbone and the Survey VMS systems bodes very
well for the existence of further, as yet undiscovered VMS bodies
in the vicinity, and it confirms the Obonga Greenstone belt as an
emerging VMS Camp.
· Both
the Wishbone and Survey prospects are situated in a similar
geological environment to the nearby Mattabi/Sturgeon Lake Mining
Camp on the Wabigoon Greenstone Belt, approximately 75km due west
of Wishbone. The Sturgeon Lake / Mattabi area hosted five
commercially viable VMS mining operations that produced from the
early 1970s into the 1990s. The Mattabi mine being the most
prolific, reportedly produced 13.5 Mt of ore with an average grade
7.5% Zn, 0.88% Cu, 0.77% Pb and 3.10 oz/t (96.42g/t) Ag in the
period 1970-1983. It was reportedly discovered through the drilling
airborne geophysics anomalies. Total combined production from the
Mattabi/Sturgeon Lake Mining Camp has been reported at 19.8Mt @
8.5% Zn, 1.06% Cu, 0.91% Pb & 119.7g/t Ag.
· The
Obonga 2022 Drilling Programme results, with the discovery of a
second VMS system on the Obonga Greenstone Belt, provide further
validation of the exploration targeting and modelling undertaken by
Broken Rock Resources, Panther's exploration partner on
Obonga.
Awkward Graphite Summary
· Hole
BBR22_AW-P1-1 was drilled to test a geophysical modelled conductive
target at the western end of a 730m long conductive lineament
'Trend 3'. Updated graphite assay results for this hole
BBR22_AW-P1-1 followed further sample submissions (reported 11
January 2024).
· Samples were analysed by ALS Laboratories for Total Graphitic
Carbon ('TGC') analysis (by method C- IR18) in order to confirm the
presence of crystalline 'flake' graphite.
· Results extended the downhole intersection of graphitic carbon
to 27.2m @ 2.25 % TGC
between 12m to 43.3m downhole.
· Key
downhole intersections as follows:
o 27.2 m @ 2.25 %
TGC from 12m downhole,
including;
§ 4.0 m @
3.64 % TGC from 14.0 m, with
· 1.0 m @ 5.15 %
TGC from 16.0 m;
§ 6.0 m @
3.60 % TGC from 19.0 m, with
· 1.0 m @ 5.12 %
TGC from 21.0 m; and
§ 8.0 m @
2.42 % TGC from 27.0 m, with
· 2.0 m @ 4.16 %
TGC from 29.0 m downhole.
· Additional geophysical plate modelling has the prospect of
extending Trend 3 a further 4.1km eastwards.
· Factoring the additional claim package recently acquired by
Panther, initial geological interpretation suggests a preliminary
graphite target area in the region of 21.5 km2 across
the Awkward and Awkward East prospect areas.
· Historic data review notes graphite at surface and abundant in
some units within the wider exploration area.
On 12 May 2023, the Company
announced the acquisition, through staking, of 171 additional
mining claims that are directly contiguous to the Obonga Project,
and which provide a 34.2 km2 coverage of exploration
ground considered highly prospective for critical metals, in the
Scalp Lake area on the northwest corner of the Obonga greenstone
belt. Based on regional structural studies and government
geochemical datasets, Panther identified the Scalp Lake area as a potential source
for various metals, including lithium, rare earths, uranium,
copper, and gold.
The southeast trend of elevated
element anomalies from the Scalp Lake area into the central portion
of the Awkward intrusive batholith suggests the presence of a
pegmatitic rock and/or structure. This presents a promising
opportunity for lithium and rare earth pegmatite exploration,
aligning with the global demand for critical minerals.
On 29 December 2023 Panther
announced the signing of a purchase option agreement ("Purchase
Option") over 35 single cell mining claims (the "Claims") covering
a total area of 7.25km2 to enlarge the Awkward Prospect
area eastwards, this Awkward
East area is considered prospective for graphite as well as
nickel and further base metal mineralisation. The additional claims
increased the Obonga Project area to 292.25km2 of
prospective greenstone belt coverage. The Purchase Option gives
Panther the option to purchase the Claims from the vendors for a
total cash consideration of CAN$100,000 and the award of a 2.0% net
smelter return ("NSR") royalty (which has provision for Panther to
reduce the royalty to 1.0% NSR royalty through a CAD$1,000,000
buy-back).
In addition, in order to complete
the purchase Panther will need to have conducted exploratory
drilling activities in the area covered by the Claims with a
minimum aggregate expenditure of CAD$300,000 over the three year
option period, such that spending on such activities is not less
than (i) CAD$50,000 prior to the first anniversary of the grant of
the Purchase Option; (ii) not less than CAD$100,000 between the
first and second anniversaries of the grant of the Purchase Option;
and (iii) not less than CAD$150,000 between the second and third
anniversaries of the grant of the Purchase Option provided that any
expenditure in years 1 and 2 in excess of CAD$150,000 may be
carried over and offset against the minimum spend commitment in
year 3. The Purchase Option price, payable on the signing of the
agreement was CAD$15,000 with a further payment of CAD$15,000 due
on first anniversary of the date of signing.
A review of historical reports for
the Awkward East area has shown that a single 55m long diamond hole
(Number 66-1) drilled by Cantri Mines Limited in June 1966
intersected three graphitic 'flow' zones interbedded with rhyolite
on the western end of the Awkward East claim block. Whilst
this drill hole was a single isolated hole it is located on the
eastern end of a 6.5km long conductive lineament (the 'Cantri
Trend') based on the Garden-Obonga Airborne Geophysical Survey
flown by the Ontario Government in late 1999. It is
noteworthy that the Cantri Trend runs to 2km to the north and
parallel to Panther's Trend 3 and that both can in part be
attributed to graphite.
Initial geological interpretation
has established a preliminary graphite target area in the region of
21.5 km2 across the Awkward and Awkward East prospect
areas.
Location of the Awkward East Purchase Option Claims with the
Obonga Project Outline
Projection: UTM 16N NAD83
In addition to the graphite
potential Awkward remains a highly anomalous magnetic target,
interpreted to be a layered mafic intrusion and magmatic conduit
based on mapped geology and airborne geophysics. Historic sampling
in the area returned anomalous platinum and palladium (Pt, Pd)
values, while historic drilling on the periphery of the target
intersected non-assayed massive sulphide and copper (assumed to be
chalcopyrite), non-assayed disseminated pyrite and chalcopyrite in
coarse gabbro, and non-assayed 'marble cake' gabbro (matching the
description of the Lac des Iles Mine varitexture gabbro ore
zone).
Manitou Lakes Project: Precious Metal
Potential
· Total
Area: 123.4 km2
· Prospective for: Precious Metal (Gold)
· Significant Neighbours: Dryden Gold Corp (planned Canadian
listing)
Spanning an impressive tract of the
Eagle-Manitou-Wabigoon Greenstone Belt, the Manitou Lakes Project
took centre stage in Panther's exploration endeavours towards the
end of 2023, with a specific focus on precious metal exploration,
particularly gold.
The Manitou Lakes region boasts over
200 known gold occurrences and more than 12 km of gold-bearing
structures. This region has positioned itself as one of the most
exciting greenstone belt areas in Canada, providing Panther with
ample opportunities for significant gold discoveries. The adjacent
drilling successes achieved by Dynasty Gold and the claim
consolidations by Dryden Gold, underscore the value attributed to
this project, affirming Panther's strategic vision and the
project's potential for long-term success.
Manitou Lakes
Activities
On 3 May 2023 the Company announced
the award of Exploration Permit PR-23-000024 (the "Permit") for
drilling at the Manitou Lakes Project ("Manitou Lakes" or the
"Project") in Ontario, Canada. The Permit, which is valid through
to 24 April 2026, covers the Barker Prospect on the West Limb area
of the Project and allows for ground and down-hole geophysics,
bedrock stripping and up to 23 drill holes over an area
encompassing 7 mining claims.
Barker Prospect Exploration Permit Details
Exploration Permit Number,
Validity, Claim numbers
|
Prospect Name (location)
|
Targeting & Exploration
Rational
|
Permitted
Activities
|
PR-23-000024
Valid: 25/04/2023 to 24/04/2026
Mining
Claim numbers:
672022,
672050,
672053,
684078,
684706,
712903,
746644.
|
Barker
Prospect
(West
Limb, western Manitou Lakes Project)
|
Shear zone hosted
gold.
700m long
gold in soil anomaly outlined by Panther's fieldwork conducted
during summer/autumn 2022.
Gold
anomaly is coincident with a major shear structure and is located
200m north of the historical Barker Brothers Mine.
|
·Mechanised Drilling
(up to 23 diamond core drill holes),
·Mechanised stripping (for up to 5 areas, for a total area of
9,999m2)
·Line
cutting (up to 26.2km total)
·Geophysical surveys (including induced polarisation, magnetic
and electromagnetic surveys, ground and down-hole)
|
The Barker Prospect comprises a 700m
long, currently open-ended, north-northwest trending shear
structure hosted, gold in soil geochemical anomaly located 200m
north of the historical Barker Brothers Mine. The prospect was
subject to an enlarged soil sampling programme following positive
assay results as reported on 1 December 2022. The Permit will
facilitate induced polarisation and electromagnetic geophysics
surveys over the shear zone gold anomaly and will allow surface
stripping and the drilling of identified gold targets.
On 27 September 2023 the Company
announced the acquisition by staking of 19 additional single cell
mining claims ("Claims"), covering circa 415 hectares
(4.15km2). The Claims comprise two blocks of ground, the
Scattergood Lake block and Beaverhead Island block, that are
directly contiguous to the Manitou Lakes Project, and which provide
additional coverage of exploration ground considered highly
prospective for gold. Scattergood is located on the eastern side of
the Manitou Lakes Project and is centred 10.3km east of Beaverhead
which is in the centre of the Project area.
The Scattergood Lake block
("Scattergood") comprises 12 claims covering circa 250 hectares
located over the northeastern end of a 6km gold bearing structural
feature which is now entirely enclosed by Manitou Lakes project
area. The southern edge of the Scattergood block is also
approximately 500m north of a new neighbouring gold occurrence
discovered by local prospectors during 2022.
The Beaverhead Island block
("Beaverhead") comprises 7 claims covering circa 165 hectares on
the southerly extent of Beaverhead Island on Manitou Lake where
historical reconnaissance sampling work in 1984-1985 by Cochrane
Oil and Gas Ltd ("Cochrane"), outlined highly anomalous
gold-in-rock geochemical values ranging up to 1,000 ppb Au across a
50m wide carbonatised and sericitised section of schist zone on the
southern tip of the island. Cochrane also outlined a strongly
sheared silicate-carbonate facies iron formation and one hundred
metres to the southeast, a subparallel, less well exposed zone of
open-ended strong shearing and quartz-carbonate-sulphide
mineralisation some 25m to 40m in width and 400m long also carrying
anomalous gold-in-rock values. They noted that these two zones
exhibit many similarities to the environments hosting the ore
horizons both at the Hemlo Gold Mine (Barrick Gold) on the
Schreiber-Hemlo Greenstone Belt and the former Joutel Eagle Mine
(Agnico Eagle Mines Ltd.) in Quebec.
The new Claims are subject to the
Manitou Lakes Project option agreement, through which Panther can
acquire a 100% ownership at any time. The Claims have an initial
term of 2 years with first renewal dates falling in mid to late
August 2025 and are directly contiguous to the Manitou Lakes
Project claims package which will facilitate assessment work credit
distributions.
The Manitou Lakes Project inaugural
diamond drilling programme commenced on 21 November 2023. The
programme was designed to test a linear gold in soil anomaly
delineated in the vicinity and along strike of the historical Glass
Reef Mine which worked a quartz gold stockwork between the 1890s
and 1912. The contractor Niigaani Drilling Incorporated
utilised a CS1000 Diamond Drill rig to complete five holes for 503m
of NQ (47.6mm) diameter core drilling. Panther's Manitou
Lakes Project option partner Shear Gold Exploration Corp. provided
the geological oversight and logistical management.
On 5 December 2023, the Company
announced the successful conclusion of drilling which intersected
shear hosted quartz vein mineralisation intersected. The final
assay results are currently awaited.
Dotted Lake Project: 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,
Palladium One Mining Inc (Glencore 10% stake) to east.
Panther's Dotted Lake Project
encompasses a substantial 36.9 km² within the North Limb of the
Schreiber-Helmo Greenstone Belt, situated just 16 km north of
Barrick Gold's Hemlo Gold Mine. The area is considered very
prospective for ultramafic intrusive related nickel and base metal
mineralisation as well as gold.
The Dotted area has undergone
Panther's airborne electromagnetic and magnetics geophysics survey,
extensive soil sampling and stratigraphic drilling, laying the
groundwork for potential discoveries.
A comprehensive compilation study
incorporating Panther's airborne geophysics survey and geochemical
soil sampling data with historical geochemical soil sampling data,
identified a very prospective zone for nickel (Ni) mineralisation.
The historical soil survey data was digitised from a report based
on work undertaken by Clear Mines Ltd in August 1983. The study
revealed a 2.8 km strike length of elevated copper, nickel and
cobalt mineralisation. This zone is strategically positioned,
situated 9 km west of a zone of massive nickel-copper sulphide
mineralisation drilled by Palladium One Mining Inc. The soil assay
results yielded exceptionally high-grade nickel, copper, and
cobalt. These critical minerals hold great importance in the
burgeoning Electric Vehicle and Energy Storage industry.
Dotted Lake
Activities
On 27 June 2023, the Company
provided an exploration permitting update for the Dotted Lake
property. Panther submitted a comprehensive exploration and drill
permit application (number PR-23-000215) that covers 57 claim cells
on the north and northwest side of the property.
Exploration Permit Application and Prospect
Details
Exploration Permit
Application Number (Administrative Area & Claim
numbers)
|
Prospect Name (location)
|
Targeting & Exploration
Rational
|
Requested
Activities
|
PR-23-000215
(Black
River and Olga Lake areas
Cells:
541544, 541545, 541546, 541547, 541548, 541549, 541550, 541551,
548348, 548349, 548350, 548351, 548352, 548353, 548354, 548355,
548356, 548357, 548358, 548359, 548362, 548363, 548364, 548365,
548366, 550121, 550122, 550124, 550125, 550126, 550127, 550128,
550129, 550130, 600373, 600379, 600380, 600384, 600386, 600387,
600388, 600390, 600391, 600392, 600394, 600395, 600396, 600397,
600399, 600404, 600409, 600410, 600413, 600415, 600418, 600419,
600421)
|
Ni & Base Metal
Target
(north
and northeast of Dotted Lake property)
|
Nickel & base
metals.
Distinct
2.8km long linear trend of soil anomalies coincident with the
geophysical signature of an interpreted ultramafic body.
Additional coincident electromagnetic and magnetic target
associated with Cu soil anomalies along strike from a known Zn
occurrence.
Historical soil anomalies peaking at 614ppm Ni,
861 ppm
Cu and 214 ppm Co located east along strike from multi element
anomalies identified by Panther's soil survey grid.
|
· Mechanised Drilling (up to 15 diamond core drill
holes),
· Electromagnetic ("EM") and Induced Polarisation ("IP")
Geophysics
· Up
to 36 pits / trenches
· Stripping (unto 10 localities)
· Exploration camps
|
Corporate and Financial
Highlights
Fundraising
Activity
The Company successfully raised
£350,000 in the year ended 31 December 2023 through the issue of
debt:
· In
August 2023, Panther announced a £200,000 unsecured convertible
loan note with a 12-month maturity, accompanied by a one-for-one
warrant; and
· Panther secured an unsecured drawdown facility with existing
shareholders for £150,000 to facilitate drilling of the Glass Reef
target at Manitou Lakes in late 2023.
Corporate
Matters
On 27 April 2023, the Company
published the audited results for the year ended 31 December 2022.
A copy of the 2022 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
The Annual General Meeting ("AGM")
of the Company was held on 8 June 2023, at which all resolutions
were duly passed.
Directorate
Changes
On 1 November 2023 the Company
announced the appointments of Katherine O'Reilly and Tracy Weslosky
as non-executive directors of the Company. These appointments
followed the resignation of Mitchell Smith, the Chief Operations
Officer of the Company and Kate Asling, a non-executive director of
the Company on 31 October 2023.
Sale of Queensland Asset to ECR Minerals plc
On 5 April 2023, the Company
announced that it had entered into a conditional agreement to sell
Panther's 30% interest in the Blue Mountain Project, Queensland,
Australia, comprising the Denny Gully Gold property to ECR Minerals
PLC (LON:ECR). The total consideration due under the agreement was
GBP£200,000 to be settled by the issue of 31,913,196 ordinary
shares in ECR Minerals PLC at a price of 0.6267p, of which 30% was
due to Panther. The Company's entire holding in ECR Minerals PLC
was disposed of on 11 August 2023.
23.5% investment in Panther
Metals Limited ("Panther Australia") as of 31 December
2023
As of 31 March 2024, the market
capitalisation was AUD$2.5 million. Panther Metals Limited Annual
Report for the year ended 31 December 2023 and post year end
trading updates are available on its website at
https://www.panthermetals.com.au.
A summary of activity during the year ended 31 December 2023 is
below.
On 30 January 2023, the Company
announced positive High Pressure Acid Leach ("HPAL") test work
results for Coglia in Western Australia. The testwork confirmed
final nickel extraction at 92.6% and cobalt extraction at
73.9%.
On 28 March 2023, the Company
announced that Panther Australia published a prospectus in respect
of a renounceable rights issue to raise up to $2.7 million AUD to
grow the nickel-cobalt Mineral Resource at its flagship Coglia
Project in Western Australia. On 28 April
2023, the Company informed shareholders that Panther Australia had
closed its rights issue. A Follow-on
Placement of A$308,750 AUD was instituted to accommodate a portion
of the excess demand from both existing shareholders and new
institutional and professional investors.
Panther Australia stated the
proceeds from the rights issue and the Follow-on Placement were to
be used for the following:
· Coglia
Nickel-Cobalt: Conducting a 7,500m targeted extensional drilling
program to significantly increase the current JORC compliant 70.6
million tonne nickel-cobalt Inferred Mineral Resource;
· Red
Flag Nickel Sulphide: Maiden drilling campaign on this newly
discovered nickel sulphide project area, once access is
secured;
· Burtville East: Expansion drilling on this shallow, bonanza
grade, gold prospect;
· 40 Mile Camp: Maiden drilling campaign on a largely
untested 5.0 x 2.5 km anomalous gold and nickel prospect, once
access is secured; and
· for
general working capital and to cover costs associated with the
Rights Issue and the Follow-on Placement.
As a result of the rights issue and
placing, the Company is holding 23.5% of the outstanding ordinary
shares in Panther Australia (ASX:PNT).
On 11 May 2023, the Company
announced that a second drilling campaign
seeking to grow the 70.6Mt Inferred Mineral Resource at
the Coglia Nickel-Cobalt Project in the Eastern
Goldfields region of Western Australia was due to
commence shortly. The Panther Australia drilling was targeting
three key areas, through: infill drilling at the 'Southern JORC
Exploration Target'; drilling on the yet untested 'East Target';
and step-out drilling at the 'Central Target'. On 1 August 2023, the Company noted that Panther Australia had
completed its second drilling campaign. The Panther Australia
drilling campaign also targeted additional prospects at 40 Mile
Camp, Mt Goose and Comet Well South, these programmes are also
complete.
On 5 September 2023, the Company
announced the Panther Australia acquisition by staking, of two
nickel focused exploration licences constituting the Marlin Nickel
Sulphide Project ("Marlin Ni Project") with a combined area of
84km2,
located 10km northeast of their principal Coglia Ni-Co Project in
Western Australia.
On 30 October 2023, the Company
noted the Panther Australia announcement detailing significant gold
intercepts from a 1,800m aircore drilling campaign undertaken over
the Ridge Target within the 40 Mile Camp Prospect in the Laverton
Goldfields of Western Australia. The Picnic Ridge work comprised
the first drilling campaign within the 40 Mile Camp prospect which
covers an area of 25km2. The 50m by 100m grid
drilling programme, with 60m deep 60° inclined drillholes, was
designed to systematically test the first of many anomalous targets
generated from exploration of the greater area by Panther
Australia. The drilling successfully intercepted highly anomalous
zones of gold mineralisation over a 550m long strike length, which
remains open at depth and along strike, indicating potential to
further grow Picnic Ridge. The drill intercepts also validated the
need to follow-up on the deeper three-dimensional geophysics
inversion targets in the area and provide significant confidence to
the wider exploration model for the 40 Mile Camp and 40 Mile Camp
East prospect areas.
On 15 November 2023 the Company
noted the Panther Australia announcement that they had received all
assays from the recent 5,320 metre infill and extensional reverse
circulation drilling programme of 56 holes on the periphery of the
current Inferred 70.6 Mt Nickel-Cobalt laterite Mineral Resource
estimate at the Coglia Project. Panther Australia had also
successfully completed Stage 1 metallurgical test work to identify
the optimal leaching reagent for a heap leaching operation, where
sulphuric acid emerged as the preferred agent due to its
cost-effectiveness and efficiency in leaching. Heap leaching is
used in many nickel-laterite deposits. Stage 2 metallurgical test
work also commenced, including various leach testing methods and
agglomeration, percolation and slump testing.
20% Investment in Fulcrum
Metals plc
On 10 February 2023, the Company
noted that Fulcrum Metals plc announced the successful pricing of
an initial public offering and conditional placing (the "Placing")
of 17,142,857 ordinary shares at the Fulcrum Placing Price to raise
gross proceeds of approximately £3 million.
Fulcrum's Admission to AIM and
dealings in its ordinary shares on the AIM market of London Stock
Exchange plc commenced at 8.00 a.m. on 14 February 2023
("Admission") under the TIDM FMET with a market capitalisation at
the Placing Price of £8.725 million.
Subsequent to the IPO, Panther held
a total of 9,971,839 ordinary shares in Fulcrum representing a 20%
interest in the entire issued share capital of Fulcrum, valuing
Panther's interest at £1.745m at the Placing Price. In addition,
Panther holds a total of 714,286 warrants exercisable at 17.5 pence
with a two-year life from the date of Admission and a further
476,190 warrants exercisable at 26.25 pence with a three-year
life.
The Admission of Fulcrum concluded
the sale of the Big Bear Project as announced on 7 April 2022.
Panther retains a 2% net smelter return ("NSR") royalty over the
Big Bear Project and received a £200,000 cash payment from
Fulcrum.
On 11 May 2023, the Company noted
that Fulcrum announced an update on its exploration activities,
including airborne geophysics, remote sensing study and further
mining claim acquisitions at its projects in the provinces of
Ontario and Saskatchewan in Canada.
On 27 July 2023, the Company
provided a further update on Fulcrum's exploration
activities.
On 7 August 2023 the Company noted
that Fulcrum announced they had entered into a mineral claim
purchase agreement to acquire a 100% interest in
the Tully Gold Project close to Timmins,
Ontario and an associated capital raise
of £520,000 via the issue of a convertible loan note. The
Tully Gold Project is an advanced gold exploration project with an
estimated 107,000 ounce of gold resource (Tully Deposit Mineral
Resource estimate, dated 15 December 2013 by Francis Minerals Ltd.)
at a cost of less than USD$6 per contained ounce.
On 7 September 2023 the Company
noted the Fulcrum announcement detailing highly anomalous uranium
findings for the Charlot-Neely uranium-gold and Fontaine
Lake uranium-rare earth properties in
northern Saskatchewan, Canada.
On 3 September 2023 the Company
noted the Fulcrum announcement detailing significant gold
exploration results for their Schreiber-Hemlo project
in Ontario. During the summer Fulcrum completed a Phase 2
Exploration Programme comprising rock sampling and detailed
geological mapping across the Schreiber-Pyramid area of the Big
Bear property, followed by extended infill soil sampling of areas
with limited or no bedrock exposure. This work has delineated a
gold bearing 3km long corridor which is currently open along strike
and to the north. Four drill ready prospects have been delineated
and a potential drill target pipeline comprising an additional five
prospects have been scheduled for further work.
On 18 September 2023 the Company
noted the Fulcrum announcement detailing drilling programme plans
for the Big Bear property and the Tully Gold Project in Ontario,
Canada. Fulcrum submitted a drill permit application for a drilling
programme to test multiple gold targets at Big Bear during 2024.
This planned programme will focus within a 3km long gold
prospective corridor which contains 4 drill-ready targets and a
further 5 targets for follow-up work. The Tully Gold Project,
within the Timmins-Porcupine Gold Camp, has a reported historic
total gold resource of 107,000 ounces; with 76,000 ounces at
6.56g/t Au in the Indicated category; and 31,000 ounces at 5.17g/t
Au in the Inferred category. Fulcrum report they are in the process
of planning a winter confirmatory and infill resource drilling
programme of at least 1,500 m.
On 3 October 2023 the Company noted
the Fulcrum announcement detailing the staking of three
new claim blocks totalling 4,856 hectares (48.56km2)
contiguous to and extending Fulcrum's Charlot - Neely Lake
uranium-gold project in northern Saskatchewan,
Canada.
On 23 October 2023 the Company noted
the Fulcrum announcement detailing the winter drilling
programme preparatory work streams and further high-grade
historical drill hole intercepts at their Tully Gold
Project in Ontario, Canada.
On 27 November 2023 the Company
noted the Fulcrum announcement providing an update on its uranium
exploration assets, including a significant increase in total
area under licence/option from 184.5km2 to
593.1km2, for its Charlot-Neely Lake, Fontaine
Lake, Snowbird and South Pendleton projects in the
province of Saskatchewan, Canada. Highlights as
follows:
· Fulcrum increased its Saskatchewan uranium footprint
by a potential 221% from 18,468 hectares (184.5km2) to
59,310 hectares (593.1km2) through a combination of
direct claim staking and an option agreement.
· Fulcrum entered into an option agreement to acquire 11,480
hectares (114.81km2) across three uranium properties at
Snowbird, South Pendleton and Charlot West from
independent local prospectors. The Agreement has a close date
of 30 June 2024, Fulcrum has paid C$5,000 in cash
immediately, with C$60,000 payable in either cash or
equity upon exercise of the Agreement. The optioned properties have
total work requirements of C$57,073 through to the end of
2024 and are subject to a retained 2% net smelter return
royalty. The total cost of claim staking was C$17,889,
there are no work requirements until October 2025.
· The
staked/optioned ground constitutes the following new / enlarged
properties:
o Snowbird - 241.87km2 staked and option
over 86.49km2, for a total project area of 328.35km2.
The property includes several uranium airborne anomalies and rare
earth lake sediment anomalies along major faulting on trend with
historic uranium mines and major uranium projects.
o South Pendleton - 24.72km2 staked and
option over 16.44km2, for a total project area of 41.16
km2. The area is sparsely mapped but within the property
are several airborne uranium anomalies in the highly
prospective Needle Falls Shear Zone and major faulting on
trend with historic uranium mines such as Rabbit Lake and
further projects having recently obtained significant
partnerships.
o Charlot West (Charlot-Neely Uranium Project) - an
additional 27.03km2 staked covering the highly
prospective Black Bay Fault contiguous to the Charlot-Neely uranium
project and 11.88km2 area optioned to the west of
Charlot-Neely, bringing the total project area to
163.72km2 (increase of 31%).
On 30 November 2023 the Company
noted the Fulcrum announcement that they had entered into an option
agreement to acquire a 100% interest in the Teck Hughes Gold
Tailings project, located in Kirkland Lake, Ontario, Canada.
In addition, Fulcrum announced that they are in advanced
discussions with Extrakt Process Solutions regarding the licensing
of its proprietary separation technology to extract metals from
mine processing tailings without the use of cyanide.
Post
Year End Developments
Panther Metals PLC
Investment in Panther Metals Limited ("Panther
Australia")
On 5 March 2024 the Company noted
the Panther Australia announcement of an updated JORC (2012)
compliant 102.8Mt Mineral Resource estimate ("MRE") for the Coglia
Nickel-Cobalt project ("Coglia") in Western Australia. The
announcement highlights were as follows:
•
Coglia MRE now stands at 102.8Mt @ 0.60% nickel and 370 ppm
cobalt, containing 614kt of nickel and 37.7kt of cobalt
(Indicated and Inferred).
•
This MRE update represents a 30% increase in total nickel
tonnes in comparison to the maiden 2022 MRE.
•
Confidence in the resource has greatly increased;
over 23Mt of the Resource is
now classified as Indicated, representing 22% of the
total Resource.
•
Significantly, deeper extensional drilling has
defined two distinct lithologies within the resource; a lateritic
upper horizon with a deeper weathered ultramafic lower horizon, the
majority of which remains open at depth.
•
Three new extensional exploration targets remain
open for drill-testing at South Coglia; 'East', 'South' and 'West'
targets totalling 4.18km2.
•
Existing 'East' exploration drill target remains
largely untested; first exploration hole into the area encountered
evidence of in-situ nickel-sulphide style mineralisation (see
Panther Australia ASX announcement 15 November 2023).
Coglia Nickel-Cobalt Indicated and Inferred Mineral
Resource Estimate
Host Rock
|
Resource
Category
|
Tonnage
|
Ni Grade
(%)
|
Co Grade
(ppm)
|
Nickel
(tonnes)
|
Cobalt
(tonnes)
|
Laterite
|
Indicated
|
23,316,600
|
0.61
|
360
|
142,800
|
8,500
|
Inferred
|
8,787,500
|
0.52
|
340
|
45,900
|
3,000
|
Ultramafic
|
Inferred
|
70,782,200
|
0.60
|
370
|
425,500
|
26,200
|
|
TOTAL
|
102,886,300
|
0.60
|
370
|
614,200
|
37,700
|
JORC (2012) compliant. Stated at a 0.40% and 0.45% nickel
grade cut-off, for the laterite and ultramafic hosted
mineralisation, respectively. Some errors may occur due
to rounding.
On 22 January 2024 Panther Australia
issued a further 2,141,161 shares taking the Company's holding to
22.9%.
Investment in Fulcrum Metals PLC
On 15 January 2024 the Company noted
the Fulcrum Metals PLC ("Fulcrum", LON: FMET) announcement updating
the market on significant progress from its uranium projects,
Charlot-Neely and Fontaine Lake, in Saskatchewan, Canada
as follows:
A total of 62 rock samples
collected across Charlot-Neely and Fontaine
Lake properties:
o Charlot-Neely Project
§ 48 rock
samples assaying up to 5,680 ppm Uranium (U).
§ Identified vein-hosted uranium mineralisation characteristic
of the Beaverlodge area, home to several historic uranium
mines.
§ Potential
for unconformity-style uranium mineralisation, deposits that are
known to be larger and high-grade uranium.
o The
Fontaine Lake Property
§ 14 rock
samples assaying up to 7,130ppm U
§ Uranium
mineralisation indicates potential for lower grade, higher tonnage
deposit, comparable to the geological setting of the Rossing
deposit in Namibia.
On 12 March 2024 the Company
announced it has sold a total of 2,346,717 ordinary shares of 1 p
each in Fulcrum Metals PLC on 11 March 2024 at an average price of
15.2 pence per Ordinary Share. Following the sale, Panther
continues to hold 7,625,122 Ordinary Shares representing 15.26% of
the Fulcrum issued share capital.
Pursuant to the sale, Panther has
on 11 March 2024 entered into a new lock-in agreement
with Fulcrum, Allenby Capital and Clear Capital,
thereby imposing a hard lock-in period on the Panther Shares
to 15 May 2025 and the orderly market provision on the
Panther Shares for a year thereafter through to 15 May 2026.
The provisions apply to the existing Ordinary Shares and any
Ordinary Shares allotted and issued to or subsequently acquired by
Panther during the locked-in period described in the New
Agreement.
Panther Canada
Obonga
On 11 January 2024 the Company
provided the additional graphite assay results for drill hole
BBR22_AW-P1-1, following additional sample submissions targeting
crystalline or 'flake' graphite.
The additional sampling was part of
a review of the graphitic core drilled at the Awkward Prospect in
the autumn of 2022 and a comprehensive historical data review which
has extended the graphite potential.
The Awkward Prospect area is
prospective for sulphide bearing magmatic conduits and graphite and
is located in the eastern side of the Company's Obonga
Project, which covers 90% (291 km2) of the district
scale Obonga Greenstone Belt in northwest Ontario.
Highlights
· Updated
graphite assay results for drill hole BBR22_AW-P1-1, following
further sample submissions. BBR22_AW-P1-1 was drilled to test a
geophysical modelled conductive target at the western end of a 730m
long conductive lineament 'Trend 3'.
· Samples
analysed by ALS Laboratories for Total Graphitic
Carbon ('TGC') analysis (by method C- IR18) in order to
confirm the presence of crystalline 'flake' graphite.
· Results
extend the downhole intersection of graphitic carbon to 27.2m
@ 2.25 % TGC between 12m to 43.3m downhole.
· Key
downhole Total Graphitic Carbon ('TGC') intersections as
follows:
· 27.2 m @
2.25 % TGC from 12m downhole, including;
o 4.0
m @ 3.64 % TGC from 14.0 m, with 1.0 m @ 5.15 % TGC from 16.0
m ;
o 6.0
m @ 3.60 % TGC from 19.0 m, with 1.0 m @ 5.12 % TGC from 21.0
m ; and
o 8.0
m @ 2.42 % TGC from 27.0 m, with 2.0 m @ 4.16 % TGC from 29.0
m downhole.
·
Additional geophysical plate modelling has the prospect of
extending Trend 3 a further 4.1km eastwards.
· Factoring
the additional claim package recently acquired by Panther, initial
geological interpretation suggests a preliminary graphite target
area in the region of 21.5 km2 across the Awkward and Awkward
East prospect areas.
· Historic
data review notes graphite at surface and abundant in some units
within the wider exploration area.
On 1 February 2024 the Company
announced it had submitted an Exploration Permit application for
additional drilling following the discovery of volcanogenic massive
sulphide ("VMS") base metal mineralisation on the Wishbone Prospect
at the Company's Obonga Project located on the Obonga
Greenstone Belt in northern Ontario. The Exploration Permit
application has been submitted in collaboration with Broken
Rock Resources Ltd., and concerns planned work within 19 Single
Cell Mining Claims in the Kashishibog Lake Area and
Uneven Lake Area administrative regions. The submitted
application covers a planned series of up to 39 diamond core drill
holes and associated down-hole geophysics surveys spread across the
Wishbone Prospect in the centre-west of the Obonga area. The
Wishbone application supplements Exploration Permit PR-22-000116
which covers work through to 14 July 2025 at Obonga's
Survey VMS discovery, and the Ottertooth and Silver
Rim prospect areas.
On 5 March 2024 the Company
announced an extension to the Obonga Project purchase
agreement with Broken Rock Resources Ltd. The agreement allows
for an additional year to meet the exploration commitment
(announced 2 August 2021) over 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 Panther exploration
commitment entails funding 8,000 meters of drilling on the Obonga
285km2 claim package (and all associated costs including assay
results and core storage); and to make available a budget of not
less than CAN$1,000,000 (which has already been met by Panther)
over an initial four year period, ending 31 July 2025,
to fund all other operating costs on the area covered by the Claims
(including trail building, field work, community relations, access
rights and personnel costs).
Key
Performance Indicators
The key performance indicators are
set out below:
|
31-Dec-23
|
31-Dec-22
|
Change
|
|
|
|
|
Net asset value
|
£3,556,945
|
£3,210,905
|
11%
|
Market Capitalisation
|
£3.30m
|
£4.32m
|
(24%)
|
Share Price
|
3.55p
|
4.65p
|
(24%)
|
|
|
|
|
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 generating
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 Company successfully raised
£350,000 in the year ended 31 December 2023 through issuing debt.
As at the year-end date the Group had total cash reserves of
£66,120 (2022: £48,859).
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. Panther 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 is committed to the disclosure of climate-related financial
information in line with the four overarching pillars of the TCFD
recommendations (Governance, Strategy, Risk Management, Metrics and
Targets) in line with the revised TCFD guidance published in
2021.
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.
|
In FY 2023, the following climate-related risks
and opportunities were fully identified and assessed as part of our
bi-annual review of the risk register as well as their impact. The
risk register is reviewed and discussed at least annually by the
Audit Committee.
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 is in the process
of gathering 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. The Company will be
encouraging them to share emissions data with them during 2024
where practicable, with which to consider different climate-related
scenarios.
|
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 19.1
metric tonnes of CO2e and relate to gas. The Company's scope 2
emissions for the year are 4.2 metric tonnes of CO2e and relate to
electricity. The Company's scope 3 emissions are 69.4 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 will be
encouraging them to share emissions data with them during 2024
where practicable.
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
|
Metric
|
2024
Target
|
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).
|
Specific risk to be measured by the
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 2024.
|
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).
|
Specific risk to be measured by the
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).
|
Target is to maintain positive lines of
communication with First Nations and other environmental
stakeholders and meet with First Nations during 2024 to foster
relationships further.
|
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).
|
Specific risk to be measured by the
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.
|
Target is to maintain positive lines of
communication with First Nations and other environmental
stakeholders and meet with First Nations during 2024 to foster
relationships further.
Target is to obtain emissions data from key
third party suppliers in 2024 where possible and publish where
practicable.
|
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.
|
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.
|
Target is for no change to be highlighted in
order or make exploration activities predictable.
|
CORPORATE
GOVERNANCE STATEMENT
Chairman's
Overview
The Company is not required to
comply with the UK Code of Corporate Governance ("UK Code").
However, the Directors recognise the importance of sound corporate
governance and the Company has adopted the Quoted Companies
Alliance Corporate Governance Code ("QCA Code") to the extent it
considers appropriate, considering the size, stage of development
and resources of the Group.
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.
Board of
Directors
The primary duty of the Board will
be to always act in the best interests of the Company.
The Company will hold Board meetings
periodically as issues arise which require the attention of the
Board and the Board will be responsible for the following
matters:
· the
management of the business of the Company;
· setting the strategic direction of the Company;
· establishing the policies and strategies of the
Company;
· appraising the making of all material investments,
acquisitions and disposals;
· oversee the financial position of the Company including
approval of budgets and financial plans, changes to the Group's
capital structure;
· approval of financial statements and significant changes to
accounting practices;
· Stock
Exchange related issues including the approval of the Company's
announcements and communications with shareholders;
· monitor internal control; and
· manage
risk assessment.
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 comprises
Tracy Weslosky as chair (previously Nicholas O'Reilly), Simon
Rothschild and Katherine O'Reilly and meets not less than twice
each year. 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.
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. Hazelwood Glass Ltd, a start-up, headed
by Darren, has recorded year on year growth, and only posting a
negative return in its first year. A keen focus on deal
delivery and network identification laying the foundations for
growth.
Nicholas O'Reilly, Non-Executive Chairman
Nicholas is an experienced
exploration geologist and consultant having worked for over 18
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 Non-Executive
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, a member of the Society of Economic Geologists and a Fellow
of The Geological Society of London.
Tracy Weslosky, Non-Executive Director
Tracy Weslosky 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.
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 Weslosky & 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, 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 is also a 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.
Katherine O'Reilly, Non-Executive Director
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.
Gender and Ethnic Diversity at Board Level
In accordance with the requirements
of the new Listing Rule 9.8.6R(9) which applies to accounting
periods starting on or after 1 April 2022, 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 2023 1 out of 3 diversity targets were met: 40% of the
Board were women. None of the senior board positions was held
by 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 the course of 2024 and 2025.
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
|
1
|
100%
|
Women
|
2
|
40%
|
-
|
-
|
-
|
Not specified/prefer not to
say
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
White British or other White
(including minority-white
groups)
|
5
|
100%
|
2
|
1
|
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.
By order of the Board
Darren Hazelwood
Chief Executive Officer
23 April 2024
COMPLIANCE WITH THE QCA CODE OF PRACTICE
The QCA Code, which the Company has
adopted, contains 10 Principles which are set out below together
with an explanation of how the Company complies with
them.
Principle One:
Establish a
strategy and business model which promote long-term value for
shareholders.
The Company has a clearly defined
strategy and business model which has been adopted and implemented
by the Board and which it believes will achieve long term value for
the shareholders. The details of the Company's strategy and the key
challenges are set out in the Strategic Report.
Principle Two:
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, in particular, 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.
Principle
Three: Take into account wider stakeholder and social
responsibilities and their implications for long-term
success.
The Board is very aware of the
significance of social, environmental and ethical matters affecting
the business of the Group.
The Company will engage positively
and seek to develop close relationships with local communities,
regulatory authorities and stakeholders which are in close
proximity to or connected with its overseas operations and where
appropriate the Board will take steps to safeguard the interests of
such stakeholders.
The Board plans, in due course, to
adopt appropriate environmental and corporate responsibility
policies to ensure that the Group's activities have minimal
environmental impact on the local environment and communities in
which the Group intends to operate in.
Principle Four:
Embed effective
risk management, considering both opportunities and threats,
throughout the organisation.
The Board regularly reviews its
business strategy and, in particular, 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 Principle 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.
Principle Five:
Maintain the
Board as a well-functioning, balanced team led by the
Chairman.
Nicholas O'Reilly, the Non-Executive
Chairman, leads the Board and is responsible for the effective
performance of the Board through control of the Board's agendas and
the running of its meetings. Nicholas O'Reilly, in his
capacity as Non-Executive Chairman, also has overall responsibility
for the corporate governance of the Company. The day to day running
of the Group is delegated to Darren Hazelwood, the Chief Executive
Officer.
The Board holds Board meetings
periodically, and at least four times a year, as issues arise which
require the attention of the Board. Prior to such meetings, the
Board's members receive an appropriate agenda and relevant
information and reports for consideration on all significant
strategic, operational and financial matters and other business and
investment matters which may be discussed and
considered.
The Board is supported by the
Remuneration, Audit and Nominee Committees, details of which are
set out on page 33.
Principle Six:
Ensure that
between them the directors have the necessary up to date
experience, skills and capabilities.
The Directors' biographies are set
out on pages 34 and 35. The Board believes that the current balance
of sector, technical, financial, operational and public markets
skills and experience which its members have is appropriate for the
current size and stage of development of the Company
The Board regularly reviews its
structure and whether it has the right mix of relevant skills and
experience for the effective management of the Group's business.
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 Secretary
provides advice and guidance, as required, to the Board on
regulatory matters, assisted by the Company's lawyers.
Principle
Seven: 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 consider it appropriate to have a formal performance
evaluation procedure in place. The Board will closely monitor the
situation as required.
Principle
Eight: Promote a corporate culture that is based on ethical values
and behaviours.
The Company has established
corporate governance arrangements which the Board believes are
appropriate for the current size and stage of development of the
Company.
The Company has adopted a number of
policies applicable to directors, officers and employees and, in
some cases, to suppliers and contractors as well, which, in
addition to the Company's corporate governance arrangements set out
above, are designed to provide the Company with a positive
corporate culture. The Company's policies include a Share Dealing
Policy; an Insider Dealing and Market Abuse Policy, an Anti-Bribery
and Corruption Policy, a Whistleblowing Policy, a Social Media
Policy and the Company's Code of Conduct;
The Board recognises that its future
exploration and development activities could impact the local
environment and communities in close proximity to its licence
areas. The Company seeks to engage positively and to develop close
relationships with local communities, regulatory authorities and
stakeholders.
Principle
Nine: Maintain governance structures and processes that are fit
for purpose and support good decision-making by the
Board.
Whilst the Board has overall
responsibility for all aspects of the business, Nicholas O'Reilly,
the Non-Executive Chairman, is responsible for overseeing the
running of the Board and ensuring that Board focuses on and agrees
the Group's long-term direction and its business strategy and
reviews and monitors the general performance of the Group in
implementing its strategic objectives and its
achievements.
Darren Hazelwood, the Chief
Executive Officer, has responsibility for implementing the strategy
of the Board and managing the business activities of the Group on a
day-to-day basis.
The Board has established
Remuneration, Audit and Nominee Committees with formally delegated
duties and responsibilities.
This Corporate Governance Statement
will be reviewed at least annually to ensure that the Company's
corporate governance framework evolves in line with the Company's
strategy and business plan.
Principle Ten:
Communicate how
the Company is governed and is performing by maintaining a dialogue
with shareholders and other relevant
stakeholders.
The Company's approach to
communication with shareholders and others is set out under
Principles 2 and 3 above.
DIRECTOR'S REPORT
The Directors present their report
together with the audited financial statements for the year
ended
31 December 2023.
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
Darren Hazelwood
Mitchell Smith (resigned 31 October
2023)
Nicholas
O'Reilly
Kate Asling (resigned 31 October
2023)
Tracy Weslosky (appointed 1 November
2023)
Katherine O'Reilly (appointed 1
November 2023)
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 18.
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 2024:
|
|
Number of Ordinary
Shares
|
% of Share
Capital
|
|
|
|
|
Jim Nominees Limited
|
|
11,667,787
|
12.6%
|
Richard and Charlotte
Edwards
|
|
9,672,727
|
10.4%
|
Adrian Crucefix
|
|
9,400,000
|
10.1%
|
Share Nominees Ltd
|
|
4,776,518
|
5.1%
|
Darren Hazelwood
|
|
4,636,666
|
5.0%
|
Ian Russell Bagnall
|
|
4,720,410
|
5.1%
|
Richard Howard
|
|
3,782,799
|
4.1%
|
Bruce Burrows
|
|
2,874,720
|
3.1%
|
Thomas Grant and Company Nominees
Limited
|
|
2,983,364
|
3.2%
|
|
|
|
|
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 (2022: £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 Company successfully raised
£350,000 in the year ended 31 December 2023 through the issue of
debt. As at the year-end date the Group had total cash reserves of
£66,120 (2022: £48,859).
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.
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
Keelings Ltd has expressed their
willingness to continue in office. A resolution to reappoint them
will be proposed at the forthcoming Annual General
Meeting.
By order of the Board
D Hazelwood
Chief Executive Officer
23 April 2024
STATEMENT OF DIRECTOR'S 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:
·
properly select and apply accounting
policies;
·
present information,
including accounting policies, in a manner that provides relevant,
reliable, comparable and understandable information;
·
provide additional
disclosures when compliance with the specific requirements in IFRSs
are insufficient to enable users to understand the impact of
particular transactions, other events and conditions on the
entity's financial position and financial performance;
and
·
make an assessment of the Group's ability to
continue as a going concern.
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.
The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the Company's website. Legislation in the
Isle of Man governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions. The maintenance and integrity of the Company's
website is the responsibility of the Directors. The Directors'
responsibility also extends to the ongoing integrity of the
financial statements contained therein.
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.
Website Publication
The maintenance and integrity of
the Panther Metals PLC website is the responsibility of the
Directors. 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.
DIRECTOR'S REMUNERATION REPORT
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
comprises Tracy Weslosky as Chairman (previously Nicholas
O'Reilly), Katherine O'Reilly and Simon Rothschild, will meet at
least once a year.
Major Decisions on Directors'
Remuneration during the Financial Year -y/e 31 December
2023
There were no major decisions on
Directors' Remuneration taken during the year ended 31 December
2023.
Major Decisions on Directors'
Remuneration after the Financial Year- y/e 31 December
2024
On 23 February 2024 the Remuneration
Committee met to discuss a proposal in relation to the
incentivisation of Darren Hazelwood and Nicholas O'Reilly. As a
result of this meeting the Remuneration Committee determined that
the remuneration of Darren Hazelwood would be increased from
£75,000 to £110,000 with effect from 1st March 2024 and
the remuneration of Nicholas O'Reilly from £20,000 to £40,000 with
effect from the same date.
Cognisant of the ambitious plans for
the Company in 2024 and beyond, the Committee also agreed to
explore additional incentivisation structures for Darren Hazelwood
and Nicholas O'Reilly, including taking legal and taxation advice
to ensure any future structure to be put in place would be
consistent with market practice alongside providing the appropriate
level of incentivisation for the directors.
Remuneration Policy
The Directors' Remuneration Policy,
which is set out on pages 44 to 46 of this report, was submitted to
shareholders for approval at the 2023 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
Darren Hazelwood, Chief Executive
Officer has entered into a service agreement with the Company,
which was renewed in January 2020 following the Placing of the
Company's shares to trading on the Main Market of the London Stock
Exchange. Non-executive directors are appointed by letters of
appointment, these were also renewed in January 2020.
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.
The Company does not currently have
bonus schemes in place for any of the Directors.
The Company does not currently have
any annual or long-term incentive schemes or any other scheme
interests in place for any of the Directors, other than the Company
Share Option Plan. As noted in the Annual Statement for Directors
Remuneration, the Remuneration Committee is in the process of
considering incentivisation structures for the next phase of the
Company's development.
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
agreement is 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.
Details of the terms of the
agreement for each executive director are set out below:
Name
|
Date of service
agreement
|
Notice period by Company
(months)
|
Notice period by director
(months)
|
D Hazelwood
|
6 January
2020
|
3
months
|
3
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
|
6 January
2020
|
6
|
3
months
|
3
months
|
|
|
|
|
|
N O'Reilly
|
6 January
2020
|
6
|
3
months
|
3
months
|
|
|
|
|
|
T Weslosky
|
1
November 2023
|
6
|
3
months
|
3
months
|
|
|
|
|
|
K O'Reilly
|
1
November 2023
|
6
|
3
months
|
3
months
|
|
|
|
|
|
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) 2023
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 2023:
2023 £
|
Salaries and short-term
benefits
|
Long Term Incentive
Awards
|
Post-Employment
Benefits
|
Total
Fixed
|
Total
Variable
|
Total
Single
Figure
|
|
|
|
|
|
|
|
|
Salary/Fee
|
Taxable
Benefits
|
Bonus
|
Share Based Payment 1.
|
Pension
|
|
|
Total
|
Executive Directors
|
|
|
|
|
|
|
|
|
D Hazelwood
|
75,000
|
-
|
-
|
11,938
|
-
|
75,000
|
11,938
|
86,938
|
M Smith
|
20,833
|
-
|
-
|
2,388
|
-
|
20,833
|
2,388
|
23,221
|
|
|
|
|
|
|
|
|
|
Total Executive
|
95,833
|
-
|
-
|
14,326
|
-
|
95,833
|
14,326
|
110,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
Executive Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A K Sener
|
-
|
-
|
-
|
11,938
|
-
|
-
|
11,938
|
11,938
|
S Rothschild
|
12,000
|
-
|
-
|
2,388
|
-
|
12,000
|
2,388
|
14,388
|
N O'Reilly
|
20,000
|
-
|
-
|
11,938
|
-
|
20,000
|
11,938
|
31,938
|
K Asling
|
10,000
|
-
|
-
|
2,388
|
-
|
10,000
|
2,388
|
12,388
|
T Weslosky
|
2,000
|
-
|
-
|
275
|
-
|
2,000
|
275
|
2,275
|
K O'Reilly
|
2,000
|
-
|
-
|
1,
230
|
-
|
2,000
|
1,230
|
3,230
|
|
|
|
|
|
|
|
|
|
Total Non- Executive
|
46,000
|
-
|
-
|
30,157
|
-
|
46,000
|
30,157
|
76,157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Directors
|
141,833
|
-
|
-
|
44,483
|
-
|
141,833
|
44,483
|
186,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single figure of remuneration
for Directors (audited) 2022
2022 £
|
Salaries and short-term
benefits
|
Long Term Incentive
Awards
|
Post-Employment
Benefits
|
Total
Fixed
|
Total
Variable
|
Total
Single
Figure
|
|
|
|
|
|
|
|
|
Salary/Fee
|
Taxable
Benefits
|
Bonus
|
Share Based Payment 1.
|
Pension
|
|
|
Total
|
Executive Directors
|
|
|
|
|
|
|
|
|
D Hazelwood
|
75,000
|
-
|
-
|
11,938
|
-
|
75,000
|
11,938
|
86,938
|
M Smith
|
25,000
|
-
|
-
|
2,388
|
-
|
25,000
|
2,388
|
27,388
|
|
|
|
|
|
|
|
|
|
Total Executive
|
100,000
|
-
|
-
|
14,326
|
-
|
100,000
|
14,326
|
114,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
Executive Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A K Sener
|
-
|
-
|
-
|
11,938
|
-
|
-
|
11,938
|
11,938
|
S Rothschild
|
12,000
|
-
|
-
|
2,388
|
-
|
12,000
|
2,388
|
14,388
|
N O'Reilly
|
20,000
|
-
|
-
|
11,938
|
-
|
20,000
|
11,938
|
31,938
|
K Asling
|
12,000
|
-
|
-
|
2,388
|
-
|
12,000
|
2,388
|
14,388
|
|
|
|
|
|
|
|
|
|
Total Non- Executive
|
44,000
|
-
|
-
|
28,652
|
-
|
44,000
|
28,652
|
72,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Directors
|
144,000
|
-
|
-
|
42,978
|
-
|
144,000
|
42,978
|
186,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
2023
|
|
Held at 31 December
2022
|
|
|
|
Ordinary
Shares
|
|
|
Ordinary
Shares
|
|
|
|
No
|
|
|
No
|
D Hazelwood
|
|
|
4,636,666
|
|
|
4,636,666
|
S Rothschild
|
|
|
333,333
|
|
|
333,333
|
N O'Reilly
|
|
|
333,333
|
|
|
333,333
|
|
|
|
|
|
|
|
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
2023
|
Held at
31 December
2022
|
|
|
|
|
Management Options (August
2021)
|
|
|
|
D Hazelwood
|
|
1,250,000
|
1,250,000
|
N O'Reilly
|
|
1,250,000
|
1,250,000
|
S Rothschild
|
|
250,000
|
250,000
|
K O'Reilly
|
|
100,000
|
100,000
|
Options held by former
directors
|
|
1,750,000
|
1,750,000
|
|
|
|
|
|
|
4,600,000
|
4,600,000
|
|
|
|
|
|
|
|
|
Management Options (November
2023)
|
|
|
|
|
|
|
|
K O'Reilly
|
|
600,000
|
-
|
T Weslosky
|
|
600,000
|
-
|
|
|
|
|
|
|
1,200,000
|
-
|
|
|
|
|
On 20 August 2021, the Company
announced the grant of 4,600,000 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
15p 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 30p per share over any period of 120 trading days
during the life of the options.
On 1 November 2023, the Company
announced the grant of 1,200,000 options to new directors T
Weslosky and K O'Reilly. All the options have a 5-year term from
the date of grant and an exercise price of 6p per share. K O'Reilly
is also in receipt of 100,000 options relating to the August 2021
grant.
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) 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 and variable pay outcomes
over the same period as the graph above
|
2019
|
2020
|
2021
|
2022
|
2023
|
|
D Hazelwood
|
|
|
|
|
|
|
|
£
|
£
|
£
|
£
|
£
|
CEO Single Figure of
Remuneration 1.
|
72,640
|
79,998
|
77,585
|
86,938
|
86,938
|
Annual Bonus
|
nil
|
nil
|
nil
|
nil
|
nil
|
Share Based payments vesting (% of
maximum)
|
100%
|
100%
|
100%
|
100%
|
100%
|
1.Awards within the CEO Single Figure
of Remuneration are captured in the year that performance periods
have ended, i.e., when they vest. 2020 figure: relates to
100% of the warrants granted on 9 January 2020 which vested on the
same date. 2019 figure: relates to 100% of the warrants granted on
22 July 2019 which vested on the same date. 2018 figure: relates to
100% of the warrants granted on 22 July 2019 which vested on the
same date. The value of all these awards has been calculated using
the share price at date of introduction to the Main Market as NEX
prices are not an appropriate reflection of value.
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 2023:
|
Distributions to
shareholders
|
Total
director
pay
|
Operational
cash
outflows
|
|
£
|
£
|
£
|
Year ended 31 December
2023
|
nil
|
186,316
|
368,088
|
|
|
|
|
|
|
|
|
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.
Nicholas O'Reilly
Chairman of the Remuneration
Committee
23 April 2024
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANTHER METALS
PLC
Opinion
We have audited the financial
statements of Panther Metals PLC (the "Parent Company") and its
subsidiaries (the "Group") for the year ended
31 December 2023 which comprise the Group Statement of
Comprehensive Income, the Group and Parent Company Statement of
Financial Position, the Group and Parent Company Statements of
Changes in Equity, the Group and parent company Statements of Cash
flows, the notes to the financial statements, which include a
summary of significant accounting policies and other explanatory
information. The financial reporting framework that has been
applied in in the preparation of the Group and Parent Company
financial statements is applicable law and UK adopted international
accounting standards.
In our opinion the financial
statements:
-
|
give a true and fair view of the
state of the Group's and of the Parent Company's affairs as at
31 December 2023 and of the Group's profit 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 the Isle of Man Companies Act 2006 and, as
regards the Group financial statements, Article 4 of the IAS
Regulation.
|
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 Auditors' 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 public interest 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. We have considered the adequacy of the
going concern disclosures made concerning the Group's and the
Parent Company's ability to continue as a going concern. The
Group made a profit of £269,184 (2022 loss: £952,896), mainly as a
result of the gain made on the sale of Big Bear Project during the
year ended 31 December 2023. The Group and the Parent Company
will continue to make losses in the future.
As discussed in note 1.2, the
Parent Company will need to raise further funds in order to meet
its budgeted overhead costs. These conditions, along with
other matters discussed in note 1.2 indicate the existence of a
material uncertainty which may cast significant doubt about the
Group's and the Parent Company's ability to continue as a going
concern. The financial statements do not include the
adjustments (such as impairment of assets) that would result if the
Group and the Parent Company were unable to continue as a going
concern.
Our opinion is not modified in
respect of this matter.
We have concluded that the
Directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate based on our
audit work which included:
* Review and
analysis of the Group's cash flow forecast which forms the basis of
the Directors' assessment that the going concern basis of
preparation remains appropriate for the preparation of the
financial statements for a period of at least twelve months from
the date of approval of these financial statements;
* Review and
assessment of the validity of income and costs included within the
cash flow forecast, agreeing these to other evidence obtained
during the course of our audit;
* Obtaining details
of post year end fundraising, sale of investments, agreed to
supporting documentation including bank statements;
* Discussions with
the Directors concerning their strategy to ensure the availability
of funding to the Group to meet its future requirements;
and
* Reviewing and
considering the adequacy of the disclosure within the financial
statements relating to the Directors' assessment of the suitability
of the going concern basis of preparation.
Both our responsibilities and the
responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
Our approach to the audit
Our assessment of audit risk, our
evaluation of materiality and our allocation of performance
materiality determine our audit scope for the Group and the Parent
Company. This enabled us to form an opinion on the
consolidated financial statements.
As part of the design of our audit,
we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we
looked at areas where the directors made subjective judgements, for
example in respect of significant accounting estimates that
involved making assumptions and considering future events that are
inherently uncertain.
We tailored the scope of our audit
to ensure that we performed sufficient work to be able to give an
opinion on the financial statements as a whole, taking into account
an understanding of the structure of the Parent Company, its
activities, the accounting processes and controls, and the industry
in which they operate. Our planned audit testing was directed
accordingly and was focused on areas where we assessed there to be
the highest risk of material misstatement. During the audit
we reassessed and re-evaluated audit risks and tailored our
approach accordingly. The audit testing included substantive
testing on significant transactions, balances and disclosures, the
extent of which was based on various factors such as overall
assessment of the control environment, the effectiveness of
controls and the management of specific risk.
We communicated with those charged
with governance regarding, among other matters, the planned scope
and timing of the audit and significant findings, including any
significant deficiencies in internal control that we identified
during the audit.
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) that we
identified. These matters included 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. This is not a complete list of all risks identified
by our audit.
Key audit matter
|
|
How
our scope addressed this matter
|
Measurement and valuation of investments
|
|
|
|
|
|
The investment in associate Panther
Metals Limited has been reclassified as held for sale investment
with a fair value of £642,120 as at 31-12-2023 representing market
value as at that date.
|
|
Our audit procedures included, but
were not limited to:
-
We obtained a copy of the final accounts of the
listed associate and made enquiries.
-
We checked that the associate had been correctly
accounted for, following reclassification under IFRS 5 -
Non-current Assets Held for Sale, including the adequacy of
disclosures, in the financial statements.
|
Valuation and impairment of exploration and evaluation
assets
|
|
|
|
|
|
Exploration and evaluation assets
(E&E) shall be assessed for impairment when facts and
circumstances suggest that the carrying amount of an exploration
and evaluation assets may exceed its recoverable amount per IFRS6.
Determining whether impairment indicators exist involves
significant judgement by management, including considering specific
impairment indicators prescribed in IFRS 6.
Management have assessed the
exploration and evaluation assets for impairment under IFRS 6 and
concluded that no such indicators existed at the balance sheet
date.
There is a risk that unidentified
impairment indicators may exist, and that the carrying value of the
E&E assets may not be fully recoverable.
The Group's accounting policy is
set out under "impairment of exploration and evaluation assets" in
note 1.7 to the financial statements.
|
|
In accordance with IFRS 6 we
reviewed the exploration and evaluation (E&E) assets for
indication of impairment. Our audit procedures included, but
were not limited to:
-
We reviewed and
challenged the directors' assessment that
there were no indicators of impairment present.
-
We obtained evidence that claims and licences
remain valid and are in good standing.
-
We confirmed that there is an ongoing plan to
develop assets.
Based on our review, no indicators
of impairment were identified and, therefore, the facts and
circumstances do not suggest that the carrying value amount of the
E&E assets exceeds the recoverable amount. Therefore, we
are satisfied that no impairment is required.
|
|
|
|
Capitalisation of exploration and evaluation
assets
|
|
|
|
|
|
At 31 December 2023, the Statement
of Financial Position includes exploration and evaluation assets of
£1,883,466.
An entity shall determine an
accounting policy specifying which expenditures are recognised as
exploration and evaluation assets and apply the policy
consistently. In making this determination, an entity considers the
degree to which the expenditure can be associated with finding
specific mineral resources per IFRS6.
The Group's accounting policy is
set out under "exploration and evaluation assets" in note 1.6 to
the financial statements.
|
|
Our audit procedures included, but
were not limited to:
-
We have reviewed the Group's accounting policy and
consider it to be consistent with IFRS 6.
-
We have verified a sample of capitalised
expenditure and have obtained
sufficient appropriate audit evidence to conclude
that it has been capitalised appropriately under IFRS 6.
|
|
|
|
Valuation and impairment of inter-company
balances
|
|
|
|
|
|
The company has a highly material
inter-company debtor balance with its subsidiary, Panther Metals
(Canada) Ltd ("Panther Canada"). There is a risk that, if the
exploration and evaluation assets have been inappropriately
capitalised or require impairment, then the recoverable amount of
the inter-company balance may be below its carrying
value.
|
|
Through our audit work on the
exploration and evaluation assets, we did not identify any
inappropriate capitalisation or potential indicators of
impairment. Therefore, no indicators of impairment relating
to the inter-company balance built up to fund the exploration
activities have been identified.
Consequently, we agree with the
directors' assessment that the carrying amount of the inter-company
debtor does not exceed its recoverable amount.
|
All key matters above have been discussed with the Audit
Committee.
Our application of materiality
We apply the concept of materiality
in planning and performing the audit, in evaluating the effect of
identified misstatements on the audit and in forming our audit
opinion.
Materiality
The magnitude of an omission or
misstatement that, individually or in the aggregate, could
reasonably be expected to influence the economic decisions of the
users of the financial statements. Materiality provides a
basis for determining the nature and extent of our audit
procedures.
We determined the materiality for
the Group to be £60,000 which is based on the key indicator, being
an average of 5% of the loss before tax after adjusting for the
gain of £1.48 million. We believe the adjusted loss before
tax is the most appropriate benchmark due to the costs incurred in
running the Group.
Performance materiality
The application of materiality at
the individual account or balance level. It is set at an
amount to reduce to an extent appropriately low level the
probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality. On the basis of our risk
assessment, together with our assessment of the company's control
environment, our judgement is that performance materiality for the
Group financial statements should be 70% of materiality, amounting
to £42,000.
Audit work on components for the
purpose of obtaining audit coverage over significant financial
statement accounts is undertaken based on a percentage of total
Group materiality. The performance materiality set for each
component is based on the relative scale and risk of the component
to the Group as a whole and our assessment of the
risk of misstatement at that component. In the current year
performance materiality allocated to components was £12,046 for
Panther Metals (Canada) Ltd and £29,954 for Panther Metals
PLC.
Other information
The other information comprises the
information included in the annual report other than the financial
statements and auditor's report thereon. The directors are
responsible for the other information contained within the annual
report. Our opinion on the 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.
Opinions on other matters prescribed by the UK Companies Act
2006
In our opinion, based on the work
undertaken in the course of the audit:
-
|
the information given in the
Strategic Report and the Report of the Directors for the financial
year for which the financial statements are prepared is consistent
with the financial statements; and
|
-
|
the Strategic Report and the Report
of the Directors have been prepared in accordance with applicable
legal requirements.
|
Matters on which we are required to report by
exception
In the light of the knowledge and
understanding of the Group and the Parent Company and its
environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic Report or the
Report of the Directors.
We have nothing to report in
respect of the following matters where the UK Companies Act 2006
requires us to report to you if, in our opinion:
-
|
adequate accounting records have
not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
|
-
|
the Parent Company financial
statements are not in agreement with the accounting records and
returns; or
|
-
|
certain disclosures of directors'
remuneration specified by law are not made; or
|
-
|
we have not received all the
information and explanations we require for our audit;
or
|
-
|
a corporate governance statement
has not been prepared by the Parent Company.
|
|
|
Corporate governance statement
The Listing Rules require us to
review the directors' statement in relation to going concern,
longer-term viability and that part of the Corporate Governance
Statement relating to the Group's compliance with the provisions of
the UK Corporate Governance Statement specified for our
review.
Based on the work undertaken as
part of our audit, we have concluded that each of the following
element of the Corporate Governance Statement is materially
consistent with the financial statements, or our knowledge obtained
during the audit:
·
Directors' statement with regards the
appropriateness of adopting the going concern basis of accounting
and any material uncertainties identified as set out on pages 41
and 50;
·
Directors' explanation as to its assessment of the
entity's prospects, the period this assessment covers and why the
period is appropriate as set out on pages 7 to 32;
·
Directors' statement on fair, balanced and
understandable as set out on page 42;
·
Board's confirmation that it has carried out a
robust assessment of the emerging and principal risks as set out on
page 26;
·
The section of the annual report that describes
the review of effectiveness of risk management and internal control
systems as set out on page 41; and;
·
The section describing the work of the audit
committee as set out on page 33.
Responsibilities of directors
As explained more fully in the
Statement of Directors' Responsibilities set out on page 42, the
directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or
error.
In preparing the financial
statements, the directors are responsible for assessing the
company'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 company or to cease operations, or have no realistic
alternative but to do so.
Auditors' 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 a Report of the Auditors 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 parent company and the sector in which they operate to
identify laws and regulations that could reasonably be expected to
have a direct effect on the financial statements, including equity
accounted associate. We obtained our understanding in this
regard through discussions with management and application of our
cumulative audit knowledge and experience of the
industry.
We determined the principal laws
and regulations relevant to the Group and parent company in this
regard to be, but were not limited to, those arising from local
licensing laws, Isle of Man Companies Act, Listing Rules,
employment law, health and safety legislation. We focused on laws
and regulations that could give rise to a material misstatement in
the financial statements.
We designed our audit procedures to
ensure the audit team considered whether there were any indications
of non-compliance by the Group and parent company with those laws
and regulations. Our test included, but were not limited
to:
·
agreement of the financial statement disclosures
to underlying supporting documentation;
·
enquiries of Board of Management regarding known
or suspected instances of non-compliance with laws and regulations;
enquiring of management and the Audit Committee, including
obtaining and reviewing supporting documentation, concerning the
group's policies and procedures relating to:- identifying,
evaluating and complying with laws and regulations and whether they
were aware of any instances of non-compliance; - detecting and
responding to the risks of fraud and whether they have knowledge of
any actual, suspected or alleged fraud; and - the internal controls
established to mitigate risks related to fraud or non-compliance
with laws and regulations; - discussing among the engagement team,
including tax, valuations and share options regarding how and where
fraud might occur in the financial statements and any potential
indicators of fraud. As part of this discussion, we identified
potential for fraud in the following areas: fundraising activities;
posting of unusual journals and complex transactions and
manipulating the Group's alternative performance measures and other
key performance indicators to meet remuneration targets and
externally communicated targets; and - obtaining an understanding
of the legal and regulatory frameworks that the Group operates in,
focusing on those laws and regulations that had a direct effect on
the financial statements or that had a fundamental effect on the
operations of the Group;
·
a review of minutes of Board of Management
meetings throughout the year;
·
obtaining an understanding of the control
environment in place to prevent and detect irregularities;
and
·
a review of regulated news service
announcements.
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: and evaluating the business rationale of any
significant transactions that are unusual or outside the normal
course of business.
Our audit procedures were designed
to respond to risks of material misstatement in the financial
statements, recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting
one resulting from error. 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 If the financial statements is
located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities.
This description forms part of our Report of the
Auditors.
Other matters which we are required to
address
Auditor tenure - Following the
recommendation of the audit committee, we were appointed by the
director Mr D Hazelwood on 20th March 2020 to audit the financial
statements for the year ending 31 December 2019 and subsequent
financial periods. This is our fifth year of
engagement.
Independence - We are
independent of the Group and the Company 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 public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements.
Non-audit services - The
non-audit services prohibited by the FRC's Ethical Standards were
not provided to the Group or the Parent Company and we remain
independent of the Group and the Parent Company in conducting our
audit.
Consistency of the audit report
with the additional report to the audit committee - Our audit
opinion is consistent with the additional report to the audit
committee we are required to provide in accordance with ISAs
(UK).
Use of our report
This report 's made solely to the
Company's members, as a body, in accordance with Chapter 3 of Part
16 of the UK Companies Act 2006. 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 a Report of the Auditors 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.
Alfonso Del Basso (Senior Statutory
Auditor)
for and on behalf of Keelings
Limited, Statutory Auditor
Chartered Tax Advisers
and
Chartered Certified
Accountants
Broad House
1 The Broadway
Old Hatfield
Herts
AL9 5BG
23 April 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
|
Notes
|
Year ended
31 December
2023
£
|
Year ended
31 December
2022
£
|
|
|
|
|
Revenue
|
|
-
|
-
|
|
|
|
|
Cost of sales
|
|
-
|
-
|
|
|
|
|
|
|
|
|
Gross profit
|
|
-
|
-
|
|
|
|
|
Administrative expenses
|
|
(454,330)
|
(526,522)
|
Share-based payment (charge)/
credit
|
17
|
(76,856)
|
(209,946)
|
|
|
|
|
Operating loss
|
|
(531,186)
|
(736,468)
|
|
|
|
|
Share of associate's loss to date of
reclassification to held for sale
|
9
|
(171,393)
|
(214,782)
|
Loss on fair value of investment in
Panther Metals Limited post reclassification into investment held
for sale
|
10
|
(233,920)
|
-
|
Gain on disposal of Big Bear to
Fulcrum Metals Plc
|
10
|
1,481,754
|
-
|
Loss on fair value of investment in
Fulcrum Metals Plc
|
10
|
(174,435)
|
-
|
Loss on disposal of Queensland Asset
to ECR Minerals Plc
|
10
|
(12,974)
|
-
|
Loss on disposal of held for sale
investment in ECR Minerals Plc
|
10
|
(30,731)
|
-
|
Finance costs
|
14
|
(57,931)
|
(1,646)
|
|
|
,
|
,
|
Profit/ (Loss) before taxation
|
|
269,184
|
(952,896)
|
|
|
|
|
Taxation
|
6
|
-
|
-
|
|
|
|
|
Profit/(Loss) for the period
|
|
269,184
|
(952,896)
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
-
|
-
|
|
|
|
|
Total comprehensive profit/( loss) for the
period
|
|
269,184
|
(952,896)
|
|
|
|
|
Profit/ (Loss) attributable to:
|
|
|
|
Equity holders of the
company:
|
|
|
|
Continuing operations
|
|
269,184
|
(952,896)
|
Discontinuing operations
|
|
-
|
-
|
|
|
|
|
|
|
269,184
|
(952,896)
|
|
|
|
|
Basic profit/ (loss) per share
(pence)
|
7
|
0.290p
|
(1.22)p
|
Diluted profit/ ( loss) per share
(pence)
|
7
|
0.199p
|
(1.22)p
|
|
|
|
|
The notes on pages 63 to 81 form an
integral part of these financial statements.
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL
POSITION
NOTES TO THE FINANCIAL STATEMENTS
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 financial statements have been
prepared on the historical cost basis. The principal accounting
policies that have been adopted by the Company 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 debt
of £350,000 in the year ended 31 December 2023. 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 £66,120 (2022: £48,859). 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 was unable to continue in operation.
On 12 March 2024 the Company announced it has sold a total of
2,346,717 ordinary shares of 1 p each in Fulcrum Metals PLC on 11
March 2024 at an average price of 15.2 pence per Ordinary Share.
Following the sale, Panther continues to hold 7,625,122 Ordinary
Shares representing 15.26% of the Fulcrum issued share capital. The
net proceeds amounted to £320,932.
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
The assets and liabilities of the
Company's foreign operations are translated at exchange rates
prevailing on the date of the accounts. Income and expense items
are translated at exchange rates ruling at the date of the
transactions. Exchange differences arising, if any, are classified
as income or as expenses in the period in which they
arise.
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 on a project-by-project basis, pending
determination of the feasibility of the project. Costs incurred
include appropriate technical and administrative expenses, but not
general overheads and these assets are not amortised until
technical feasibility and commercial viability is
established.
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. Subsequent changes to the fair value of
the contingent consideration, which is deemed to be an asset or
liability, are recognised either in the profit and loss account or
in other comprehensive income, in accordance with IAS
39.
Deferred and contingent
consideration amounts payable in the next or subsequent financial
years are discounted to present value with year-on-year changes
reflected in the profit and loss account. 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.
If an exploration project is
successful, the related expenditures will be transferred to mining
assets and amortised over the estimated life of the reserve. Where
a licence is relinquished or a project abandoned, the related costs
are written off. 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.
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. If any indication
of
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.
Investments
Investments in subsidiaries are held
at cost less provision for impairment. Initial recognition of
investments is at the fair value of the assets given, equity
instruments issued, and liabilities incurred or assumed.
Investments in associates
An associate is an entity over which
the Group is able to exercise significant influence but not
control, generally accompanying a shareholding of between 20% and
50% of the voting rights. The Group's investments in associates are
recognised using the equity method of accounting.
The consolidated profit and loss
statement reflects the Group's share of an associate's loss after
tax. Where the Group's share of losses in an associate exceeds its
investment, the Group ceases to recognise further losses unless an
obligation exists for the Group to fund the losses. Where a change
in net assets has been recognised directly in the associate's
equity, the Group recognises its share of those changes in the
statement of changes in equity when applicable. Adjustments are
made to align the accounting policies of the associate with the
Group's and to eliminate the Group's share of unrealised gains and
losses on transactions between the Group and its
associates.
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. Trade and other
receivables
Trade and other receivables are
carried at original invoice amount less provision made for
impairment of these receivables. A provision for impairment of
trade and other receivables is established when there is objective
evidence that the Company will not be able to collect all amounts
due according to the original terms of the receivables. The amount
of the provision is the difference between the assets' carrying
amount and the recoverable amount. Provisions for impairment of
receivables are included in the income statement.
1.11. Trade and other
payables
Trade and other payables represent
liabilities for goods and services provided to the Company prior to
the financial year, which are unpaid. Current liabilities represent
those amounts falling due within one year.
1.12. Financial
Liabilities
Financial liabilities are
classified, at initial recognition, as financial liabilities at
fair value through profit or loss, loans and borrowings, payables,
or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. All financial liabilities are recognised
initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction
costs. A financial liability is
derecognised when the associated obligation is discharged or
cancelled or expires.
1.13. 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 and the share premium reserves.
1.14. 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 or
charged to equity depending on the nature of the service
provided.
The value of the employee services
received is expensed in the Income Statement and its value is
determined 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
warrants issued (as outlined in note 17) are classified as equity
instruments. The fair value of the share options and warrants 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 share-based payments reserve is used
to recognise the value of equity-settled share-based payments, see
to note 17 for further details.
1.15. New IFRS standards and
interpretations not applied
The following standards and
amendments became effective in the year:
·
IAS 16 Amendments prohibiting a company from
deducting from the cost of property, plant and equipment amounts
received from selling items produced while the company is preparing
the asset for its intended use;
·
IAS 37 Amendments regarding the costs to include
when assessing whether a contract is onerous;
·
IFRS 3 Amendments updating a reference to the
Conceptual Framework;
·
IFRS 9 Amendments relating to the fees in the '10
per cent' test for derecognition of financial
liabilities;
·
Annual Improvements to IFRS Standards 2018-2020
Cycle.
There has been no material impact
from the adoption of new standards, amendments to standards or
interpretations which are relevant to the Group.
1.16. New accounting standards,
amendments and interpretations that are issued but not yet applied
by the Group
Certain new standards, amendments
and interpretations to existing standards have been published that
are mandatory for accounting periods beginning on or after 1
January 2024 and which the Group has chosen not to adopt early.
These include the following standards which are relevant to the
Group:
• IAS 1 Amendments regarding the
classification of liabilities, Amendments regarding the disclosure
of accounting policies, and Amendments regarding the classification
of debt with covenants;
• IFRS 7 Amendments regarding
supplier financial arrangements;
• IFRS 16 Amendments to clarify how
a seller-lessee subsequently measures sale and leaseback
transactions;
• IAS 8 Amendments regarding the
definition of accounting estimates;
• IAS 12 Amendments regarding
deferred tax on leases and decommissioning obligations and
Amendments to provide a temporary exception to the requirements
regarding deferred tax assets and liabilities related to pillar two
income taxes;
• IFRS S1 General Requirements for
Disclosure of Sustainability-related Financial Information;
and
• IFRS S2 Climate-related
Disclosures.
The Group does not expect that the
standards and amendments issued but not yet effective will have a
material impact on results or net assets.
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.
Share-based payments
The Company issued share options to
certain Directors and to professional advisers. The Black-Scholes
model is used to calculate the appropriate cost for these options.
The use of this model to calculate a cost involves using several
estimates and judgements to establish the appropriate inputs to be
entered into the model, covering areas such as the use of an
appropriate interest rate and dividend rate, exercise restrictions
and behavioural considerations. A significant element of judgement
is therefore involved in the calculation of the cost.
Exploration and evaluation assets
The fair value of the Dotted Lake
Project licences, the Obonga Greenstone Project licences, and the
Manitou Lakes Project licences 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 directors have
therefore chosen to value the licences by reference to the equity
instruments granted and measured at the date of
acquisition.
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
Continuing activities- Panther Canada
Obonga Project
Panther Metals acquired the Obonga
Greenstone Belt in July 2021, identifying four prospective
primary targets: Wishbone, Awkward, Survey and Ottertooth. A
successful Phase 1 drilling campaign at Wishbone in Autumn 2021
revealed the presence of significant VMS-style mineralised systems
on the property - the first such discovery across the entire
greenstone belt. A Phase 2 drilling campaign took place at
Wishbone in Autumn 2022 and again revealed the presence of a second
significant VMS-style mineralised system.
Awkward is a highly anomalous
magnetic target, interpreted to be a layered mafic intrusion and
magmatic conduit based on mapped geology and airborne
geophysics.
Two additional named targets,
Survey and Ottertooth, both display further coincident magnetic and
electromagnetic anomalies and are adjacent to the contact between
intrusive and extrusive mafic rocks.
A successful Phase 2 drilling
campaign took place at Survey, Wishbone and Awkward in Autumn
2022 and resulted in the discovery of a second VMS on the Obonga
project. The Survey Prospect is confirmed as a new VMS. At the
Wishbone VMS System drilling has given further wide massive
sulphide intersections and high-grade zinc intersections. At
Awkward the latest round of diamond drilling outlined potentially
significant intersections of near-surface crystalline 'flake'
graphite.
On 2 February 2023, the Company
reported that the results from the latest round of diamond drilling
confirmed the discovery of an VMS mineral system at the Obonga
Project. The Survey Prospect is confirmed as a new VMS. In
addition, at the Wishbone VMS System, drilling has given further
wide massive sulphide intersections and Zn intersections of up to
11.65% Zn. The latest round of diamond drilling outlined
potentially significant intersections of near surface crystalline
'flake' graphite at the Obonga Project, Awkward
Prospect.
On 12 May 2023, the Company
announced the acquisition, through staking, of 171 additional
mining claims that are directly contiguous to the Obonga Project
and which provide coverage of exploration ground considered highly
prospective for critical metals on the northwest corner of the
Obonga greenstone belt.
Dotted Lake Project
Panther Metals acquired
the Dotted Lake Project in July 2020, it is situated
approximately 16km from Barrick Gold's renowned Hemlo Gold
Mine. An extensive soil programme conducted in 2021 identified
numerous gold and base metal targets, all within the same
geological footprint. Following the installation of a new trail
providing direct access to the target location, an initial drilling
programme in Autumn 2021 confirmed the presence of gold
mineralisation within this system with anomalous gold continuing
along strike and present within the surrounding area.
On 27 June 2023, the Company
provided an exploration permitting update for the Dotted Lake
property in the Province of Ontario Canada. Panther have submitted
a comprehensive exploration and drill permit application (number
PR-23-000215) that covers 57 claim cells on the north and northwest
side of our 100%.
Manitou Lakes Project
On 7 April 2022 the Company
announced that it had entered into an option and sale and purchase
agreement with Shear Gold Exploration Corporation to purchase a
substantial claim holding including the West Limb and Glass Reef
gold properties, on the Eagle - Manitou Lakes Greenstone
Belt.
The project covers a total area of
approximately 98km2 and is located within the gold endowed Kenora
Mining District, approximately 300km east of Thunder Bay and
equidistant between the towns of Fort Frances and Dryden in
north-western Ontario, Canada.
On 3 May 2023 the Company
announced the award of Exploration Permit PR-23-000024 (the
"Permit") for drilling at the Manitou Lakes Project ("Manitou
Lakes" or the "Project") in Ontario, Canada. The Permit, which is
valid through to 24 April 2026, covers the Barker Prospect on the
West Limb area of the Project and allows for ground and down-hole
geophysics, bedrock stripping and up to 23 drill holes over an area
encompassing 7 mining claims.
On 27 September 2023 the Company
announced the acquisition by staking of 19 additional single cell
mining claims ("Claims"), covering circa 415 hectares (4.15km2).
The Claims comprise two blocks of ground, the Scattergood Lake
block and Beaverhead Island block, that are directly contiguous to
the Manitou Lakes Project and which provide additional coverage of
exploration ground considered highly prospective for
gold.
On 1 November 2023 the Company
announced the commencement of the inaugural Manitou Lakes Project
diamond drilling programme which is targeting gold mineralisation
at the Glass Reef Target.
The planned diamond drilling
programme has been designed to test a linear gold in soil anomaly
delineated in the vicinity and along strike of the historical Glass
Reef Mine which worked a quartz gold stockwork between the 1890s
and 1912. The current planned programme will encompass up to six
diamond drill holes over a 300m strike length.
On 5 December 2023, the Company
announced the successful conclusion of the inaugural drilling
programme with the following highlights:
· 5 holes for 503 metres of
diamond core drilling successfully completed at the Glass Reef
target.
· Visual inspection of drill
core confirms shear hosted quartz vein mineralisation
intersected.
· All drill core safely
returned to Panther's Thunder Bay warehouse.
· Geological core logging
and sampling to commence this week.
As at 31 December 2023 the
exploration and evaluation asset totalled £1,883,466 (2022:
£2,303,520) relating to project expenditure. In the financial years
to 31 December 2023 and 2022 Panther Canada did not record any
turnover and recorded a loss of £10,003 (2022: £11,074)
attributable to administrative costs. All other expenses were
capitalised and held as evaluation and exploration assets in
accordance with the Group's accounting policy.
Geographical
segments
The Group's assets and liabilities
are split by geographic location in the table below.
|
As
at 31 December 2023
|
|
|
|
|
|
Canada
|
Isle of
Man
|
Group
|
|
|
|
|
£
|
£
|
£
|
|
Total assets
|
|
|
1,889,323
|
4,287,181
|
4,261,422
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
(1,924,491)
|
(696,075)
|
(704,476)
|
|
|
|
|
|
|
|
|
Net assets/ (liabilities)
|
|
|
(35,168)
|
3,591,106
|
3,556,946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
As
at 31 December 2022
|
|
|
|
|
|
Canada
|
Isle of
Man
|
Group
|
|
|
|
|
£
|
£
|
£
|
|
Total assets
|
|
|
2,320,560
|
3,490,369
|
3,547,342
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
(2,346,327)
|
(297,596)
|
(336,437)
|
|
|
|
|
|
|
|
|
Net assets/ (liabilities)
|
|
|
(25,767)
|
3,192,773
|
3,210,905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
4. Operating loss
|
|
Year ended
31
December
2023
£
|
Year ended
31
December
2022
£
|
|
Operating loss has been arrived at
after charging:
|
|
|
|
Loss/ (gain) on foreign
exchange
|
46,878
|
(116,729)
|
|
Auditors remuneration - audit
fees
|
24,000
|
24,000
|
|
|
,
|
|
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 page 40 to
47.
6. Taxation
The Company is incorporated in the Isle of Man which has a
corporation tax rate of 0%. During the year ended 31 December 2021,
Company registered for tax in the UK. The tax on profit/(loss) for
the year is calculated at the standard rate of corporation tax in
the UK of 25% (2022: 19%). The tax charge for the year is £nil
(2022: £nil).
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
2023
£
|
Year ended
31
December
2022
£
|
|
|
|
|
|
Profit/(loss) before tax
|
321,477
|
(977,846)
|
|
|
|
|
|
Corporation tax at the standard
rate
|
80,369
|
(185,791)
|
|
Effect of unrelieved tax losses
carried forward
|
(80,369)
|
185,791
|
|
|
|
|
|
Total tax charge/ (credit)
|
-
|
-
|
|
|
|
|
There is an unrecognised deferred tax asset as at 31 December 2023
of £354,725 (2022: £488,931) 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 earnings per share for
the period of 0.290p (2022: -1.22p) is calculated by dividing the
profit for the period by the weighted average number of Ordinary
Shares in issue of 92,822,307 (2022: 78,075,854 Ordinary
Shares). No shares were issued during the year.
There are 41,196,159 potentially
issuable shares all of which relate to share options issued to
Directors and professional advisers under option, options issued as
part of acquisitions and warrants issued as part of placings and
the issuance of debt (see note 14), the weighted average number of
potential Ordinary Shares in issue is 134,738,465 (2022:
109,298,579 Ordinary Shares). On this basis the diluted earnings
per share is 0.199p. Due to the losses in the year ended 31
December 2022, the diluted loss per share is anti-dilutive and
therefore has been kept the same as the basic loss per share of
-1.22p per share.
8. Exploration and evaluation
assets
|
Group
|
Panther
Canada
|
Panther
PLC
|
Total
|
|
|
£
|
|
£
|
|
Net book value
|
|
|
|
|
At 1 January 2023
|
2,211,104
|
92,416
|
2,303,520
|
|
|
|
|
|
|
Additions
|
147,371
|
-
|
147,371
|
|
Disposal of Big Bear (see note
10)
|
(494,449)
|
-
|
(494,449)
|
|
Disposal of Queensland Asset (see
note 10)
|
-
|
(72,976)
|
(72,976)
|
|
|
|
|
|
|
At 31 December 2023
|
1,864,026
|
19,440
|
1,883,466
|
|
|
|
|
|
Canada-
Dotted Lake Project
Panther Metals acquired
the Dotted Lake Project in July 2020, it is situated
approximately 16km from Barrick Gold's renowned Hemlo Gold
Mine.
During the year ended 31 December
2022 expenditure on the project amounted to £39,337 and related to
core cutting and processing.
During the year ended 31 December
2023 expenditure on the project amounted to £1,961 and related to
geological consultancy.
Canada- Obonga Greenstone
Belt Project
On 2 August 2021, the Company
announced the acquisition of 1,128 claims, constituting an almost
exclusive exploration holding over the Obonga Greenstone Belt
located approximately 80km north of the Lac Des Iles Mine and 160km
north of Thunder Bay in the Province of Ontario Canada. The
acquisition of claims, consolidating Panther Canada's new Obonga
Project, results from an agreement with Broken Rock Resources Ltd
and Panther's own claim staking strategy which provides the Company
with control of an important mineral belt with identified and
permitted high prospectivity drill-ready base and precious metal
targets. The total consideration package on the project amounted to
£301,496. In November 2021, the Company agreed a deal to take an
option on four further properties on the Obonga greenstone belt to
supplement its landholding in the area.
During the year ended 31 December
2022 expenditure on the project amounted to £831,192.
·
Survey and drilling assessment work amounting to
£23,722.
·
A successful Phase 2 drilling campaign costing
£593,027 took place at Survey, Awkward and Wishbone in Autumn 2022
and resulted in the discovery of a volcanogenic massive sulphide
(VMS) at Survey. The Wishbone VMS System drilling has given further
wide massive sulphide intersections and high-grade zinc
intersections. At Awkward, the drilling has outlined potentially
significant intersections of near-surface crystalline 'flake'
graphite.
·
Surveying, sampling and core processing costs of
£57,570.
·
Geological services relating to the work
amounting to £156,873.
During the year ended 31 December
2023 expenditure on the project amounted to £57,653 and related to
geological consultancy, staking, core processing, warehousing,
claims management and reporting and helicopter surveys and
reconnaissance in preparation for the 2024 programme.
8. Exploration and evaluation assets
(continued)
Canada- Manitou Lakes
Project
On 7 April 2022 the Company
announced that it had entered into an option and sale and purchase
agreement with Shear Gold Exploration Corporation to purchase a
substantial claim holding including the West Limb and Glass Reef
gold properties, on the Eagle - Manitou Lakes Greenstone
Belt.
The project covers a total area of
approximately 98km2 and is located within the gold endowed Kenora
Mining District, approximately 300km east of Thunder Bay and
equidistant between the towns of Fort Frances and Dryden in
north-western Ontario, Canada.
During the year ended 31 December 2022 expenditure
on the project amounted to £72,180.
During the year ended 31 December 2022 expenditure on the project
amounted to £87,654 relating to £73,077 on the Autumn drilling
programme and £14,577 on geological consultancy, claims management
and reporting.
Panther Metals
PLC
The Company directly holds a small
amount of exploration and evaluation assets in projects in
Queensland and Mauritania. The technical
feasibility and commercial viability of extracting a resource are
not yet demonstrable in the above exploration and evaluation
assets. When technical feasibility and commercial viability is
established, and the criteria is met they will be transferred to
Property, Plant and Equipment.
9. Investments
Company
|
|
Investments
£
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
1,165,528
|
|
|
|
|
|
|
|
|
Panther Australia loss on
associate
|
|
|
(214,782)
|
|
|
Panther Australia foreign exchange
gain
|
|
|
94,080
|
|
|
Deregistration of Parthian Resources
(HK) Limited
|
|
|
(182)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
|
1,044,644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
|
|
1,044,644
|
|
|
|
|
|
|
|
|
Panther Australia loss on
associate
|
|
|
(171,393)
|
|
|
Panther Australia foreign exchange
gain
|
|
|
2,790
|
|
|
Panther Australia reclassification of
associate as held for sale investment
|
|
|
(876,040)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
On 28 April 2023, the Company
informed shareholders that Panther Australia had closed its rights
issue to raise A$2.7 million AUD to grow the nickel-cobalt Mineral
Resource at its flagship Coglia Project in Western Australia. A
Follow-on Placement of A$308,750 million AUD was instituted to
accommodate a portion of the excess demand from both existing
shareholders and new institutional and professional investors. As a
result of the rights issue and placement, Panther held 23.54% of
the outstanding shares in Panther Australia (December 2022 -
36.61%).
On 11 December 2023 the Company
announced its entire holding in ASX listed Panther Metals Ltd was
released from escrow and became free trading. At this point the
entire holding stated in the table above was reclassified as a held
for sale investment (see note 10). The Company recognised the share
is losses in the associate and then reclassified the investment as
held for sale.
The Company's investments at the
balance sheet date comprise ownership of the ordinary share capital
of the following companies:
|
Subsidiary
|
Ownership
|
Country of
Incorporation
|
Nature of
business
|
|
|
|
|
|
|
Lonnus (M) Sdn Bhd
|
100%
|
Malaysia
|
Dormant
|
|
Panther Metals (Canada)
Ltd
|
100%
|
Canada
|
Exploration
|
|
|
|
|
|
The subsidiary companies use the
Company's business address of Eastways Enterprise
Centre,
7 Paynes Park, Hitchin,
Hertfordshire, SG5 1EH as their registered office.
10. Investments Held for Sale
|
Investments Held for Sale
|
Fulcrum Metals
plc
|
ECR Minerals
plc
|
Panther Metals
Limited
|
Total
|
|
|
£
|
|
|
£
|
|
Net book value
|
|
|
|
|
|
At 1 January 2023
|
-
|
-
|
|
-
|
|
|
|
|
|
|
|
Additions in the period
|
1,785,323
|
60,000
|
876,040
|
2,721,363
|
|
Disposals in the period
|
-
|
(60,000)
|
-
|
(60,000)
|
|
Loss on investment held for
sale
|
(174,435)
|
-
|
(233,920)
|
(408,355)
|
|
|
|
|
|
|
|
At 31 December 2023
|
1,610,888
|
-
|
642,120
|
2,253,008
|
|
|
|
|
|
|
Fulcrum Metals
plc
On 7 April 2022, the Company
announced the signing of a sale agreement for the transfer of 128
mining claims, constituting the Company's Big Bear Project located
on the Schreiber-Hemlo Greenstone Belt. Under the terms of the
agreement the Company's Canadian subsidiary Panther Metals (Canada)
Limited transferred the Claims and associated information to
Fulcrum Metals (Canada) Ltd., the Canadian subsidiary of Fulcrum
Metals Limited, an Irish registered company which at the time was
seeking an IPO on the AIM Market of the London Stock
Exchange.
On 10 February 2023, the Company
noted that Fulcrum Metals plc had announced the successful pricing
of an IPO and conditional placing of 17,142,857 ordinary shares in
the capital of Fulcrum Metals plc to raise gross proceeds of
approximately £3 million.
As a result, Panther holds a total
of 9,971,839 ordinary shares in Fulcrum Metals plc representing a
20% interest in the entire issued share capital of Fulcrum Metals
plc, valuing Panther's interest at £1.745 million at the Fulcrum
Placing Price. In addition, Panther holds a total of 714,286
warrants exercisable at 17.5 pence with a two-year life from the
date of Admission and a further 476,190 warrants exercisable at
26.25 pence with a three-year life.
The Big Bear exploration project
asset in Panther Canada amounting to CAD$811,637 (£503,562) was
transferred into a newly formed Canadian vehicle and was acquired
by Fulcrum Metals plc. Fulcrum Metals plc issued ordinary shares,
warrants and paid cash to Panther. The share consideration has been
valued at the price per ordinary share as at the date of issue of
the ordinary shares which was £1,745,000 as at 10 February 2023.
The associated warrants have been valued at £40,323 by Fulcrum
Metals plc in their interim report to 31 March 2023
(https://fulcrummetals.com/wp-content/uploads/2023/06/Fulcrum-Metals-interims-March-2023.pdf).
The cash has been valued at £200,000, the cash proceeds received.
The sale generated a gain on disposal of £1,481,754 which has been
accounted for in the income statement.
As at 31 December 2023, the
investment in Fulcrum Metals plc has been classed as held for sale
on the basis that the ordinary shares can be sold within the next
12 months and has been valued at the market price of the ordinary
shares as at that date being 0.1575 pence and the warrants on the
same value as was recognised on inception. The difference between
the market value at inception and as at 31 December 2023 has been
recognised in the income statement in the period.
ECR Minerals
plc
On 5 April 2023, the Company
announced that it entered into a conditional agreement to sell
Panther's 30% interest in the Blue Mountain Project, Queensland,
Australia, comprising the Denny Gully Gold property to ECR Minerals
plc (LON:ECR). The total consideration under the agreement amounted
to £200,000 of which 30% is due to Panther, settled by the issue of
31,913,196 ordinary shares in ECR Minerals plc at a price of
0.6267p.
The Company's interest in the Blue
Mountain project amounted to £72,974. The share consideration has
been valued at the price per ordinary share as at the date of issue
of the ordinary shares which was £60,000 as at 5 April 2023. This
gives rise to a loss on disposal of £12,974 which has been
accounted for in the income statement. The investment in ECR
Minerals plc was classed as held for sale on the basis that the
ordinary shares can be sold within the next 12 months and has been
valued at the market price of the ordinary shares as at that date.
On 11 August 2023, the Company's entire holding in ECR Minerals plc
was disposed of for proceeds of £29,269 which generated a loss on
disposal of £30,731.
Panther Metals
Limited
On 11 December 2023 the Company
announced its entire holding in ASX listed Panther Metals Ltd was
released from escrow and became free trading. At this point the
entire holding of 20,000,001 shares was reclassified as a held for
sale investment on the basis that the ordinary shares can be sold
within the next 12 months. The fair of the investment of £642,120
is the market price as at that date being AUD $0.006 of the
20,000,001 ordinary shares. The difference between the disposal
value of the associate and the market value of the investment has
been recognised in the income statement.
11. Receivables
|
|
Group
|
Company
|
|
|
|
As at
31 December
2023
£
|
As at
31 December
2022
£
|
As at
31 December
2023
£
|
As at
31 December
2022
£
|
|
Amounts falling due within one period
|
|
|
|
|
|
Amounts due from
subsidiaries
|
-
|
-
|
1,915,081
|
2,263,586
|
|
Prepayments
|
30,294
|
38,437
|
30,294
|
38,437
|
|
Other receivables
|
28,534
|
111,882
|
10,103
|
6,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,828
|
150,319
|
1,955,478
|
2,308,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
12. Cash and cash equivalents
Cash and cash equivalents comprise
cash held at bank.
13. Trade and other payables
|
|
Group
|
Company
|
|
|
As at
31 December
2023
£
|
As at
31 December
2022
£
|
As at
31 December
2023
£
|
As at
31 December
2022
£
|
|
|
|
|
|
|
|
Trade payables
|
74,331
|
86,607
|
65,928
|
47,766
|
|
Accruals
|
36,311
|
36,000
|
36,311
|
36,000
|
|
Deferred consideration (note
15)
|
23,716
|
24,228
|
23,716
|
24,228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
134,358
|
146,835
|
125,955
|
107,994
|
|
|
|
|
|
|
14. Convertible Loan Note and Loan
Notes
|
|
Group
|
Company
|
|
|
As at
31 December
2023
£
|
As at
31 December
2022
£
|
As at
31 December
2023
£
|
As at
31 December
2022
£
|
|
Current Liabilities payable within 1 year
|
|
|
|
|
|
Amount due to Convertible Loan Note
Holders (Aug 2023)
|
234,000
|
-
|
234,000
|
-
|
|
Amount due to Loan Note Holders
(November 2023)
|
172,500
|
-
|
172,500
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
406,500
|
-
|
406,500
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
On 31 August 2023, the Company
announced that it has raised in
aggregate £200,000 (before expenses) by the issue of 17%
unsecured convertible loan notes with a 12-month maturity and
possible early conversion and warrants attached on a one-for-one
basis with an exercise price of 5.5 pence each. The
features of the convertible loan notes are as follows:
· The
conversion price of each Convertible Loan Note is 4.1 pence per
ordinary share.
· The
Convertible Loan Notes are convertible at the option of the Company
into such number of ordinary shares in the capital of the Company
as is the product of dividing the amount of an individual holder's
Convertible Loan Notes and accrued interest by 4.1
pence.
· The
Warrants are attached to the Convertible Loan Notes on a
one-for-one basis at an exercise price of 5.5 pence
each.
On 20 November 2023, the Company
announced the issue of 15% unsecured loan notes with a 12-month
maturity and warrants attached on a one-for-one basis with an
exercise price of 3.3 pence. As and when the warrants are converted
the value of those warrants will be subtracted from the outstanding
loan balance owed by the Company.
The Company has determined that both
debt instruments are liabilities as the Company has an obligation
to deliver cash or another financial asset that it cannot avoid.
The presentation of the debt as at 31 December 2023 fully accrues
interest due on the debt (£34,000 for the Convertible Loan Note and
£22,500 for the loan notes respectively) as early settlement is at
the determination of the Company but on a 12 month maturity
basis.
The conversion of the Convertible
Loan Notes is at the determination of the Company rather than the
loan note holder (reverse convertible loan notes) and is for a
fixed number of shares. As at the balance sheet date the intention
was to settle in cash. The Company therefore determined that at the
balance sheet date, any equity component of the Convertible Loan
Notes would have a value of £nil.
The warrants attached to the
convertible loan notes and the loan notes have been treated as
equity instruments and have been valued on the same basis as
warrants issued as part of a share issue/
placing.
15. Provision for Deferred
Consideration
|
|
Group
|
Company
|
|
|
As at
31 December
2023
£
|
As at
31 December
2022
£
|
As at
31 December
2023
£
|
As at
31 December
2022
£
|
|
Current Liabilities payable within 1 year
|
|
|
|
|
|
Amount due to Broken Rock
|
17,787
|
18,136
|
17,787
|
18,136
|
|
Amount due to Aki
Siltamaki
|
5,929
|
6,092
|
5,929
|
6,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,716
|
24,228
|
23,716
|
24,228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Current Liabilities
|
|
|
|
|
|
Amounts due to Broken Rock
|
163,620
|
183,557
|
163,620
|
183,557
|
|
Amount due to Aki
Siltamaki
|
-
|
6,045
|
-
|
6,045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187,336
|
189,602
|
187,336
|
189,602
|
|
|
|
|
|
|
On 2 August 2021, the Company
announced the acquisition of 1,128 claims, constituting an almost
exclusive exploration holding over the Obonga Greenstone Belt
located approximately 80km north of the Lac Des Iles Mine and 160km
north of Thunder Bay in the Province of Ontario Canada. The
acquisition of claims, consolidating Panther Canada's new Obonga
Project, results from an agreement with Broken Rock Resources Ltd
and Panther's own claim staking strategy which provides the Company
with control of an important mineral belt with identified and
permitted high prospectivity drill-ready base and precious metal
targets. Consideration for the Broken Rock transaction consisted of
CAD$50,000 in cash, 228,925 Panther shares credited as fully
paid, the right to receive deferred consideration comprising
four tranches of CAD$30,000 in cash each payable within 30 days of
the annual anniversary of the acquisition agreement, followed by a
final payment of CAD$250,000 in cash payable within 30 days of the
fifth anniversary of the date of the acquisition agreement and 1.5%
NSR royalty (which has provision for Panther to reduce the royalty
to 1.0% NSR through a CAD$3,000,000 buy-back). As part of the
transaction Panther also awarded 500,000 share options with an
exercise price of 13p per share and a life of five
years.
In November 2021, the Company agreed a deal with Aki Siltamaki to
take an option on four further properties on the Obonga greenstone
belt to supplement its landholding in the area. The headline
consideration was CAD$30,000 upfront and an ongoing payment of CAD
$10,000 per year for the three consecutive years of the agreement
and the final payment of CAD $200,000. The final payment is
contingent on success in the ground.
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 year the liability is increased by the interest
rate used in the discounting calculation with subsequent increases
expensed to finance costs.
During the year ended 31 December
2023, payments of CAD$30,000 and CAD$10,000 were made to Broken
Rock and Aki Siltamaki respectively and £1,431 (2022: £1,646) was
recognised in finance costs.
16. Share capital
The table below presents the number
of new Ordinary Shares after each equity transactions that occurred
in the year ended 31 December 2023 and the comparative period to 31
December 2022.
|
|
Number of new Ordinary
shares
|
Share
Capital
|
|
|
No
|
£
|
|
Allotted, issued and fully paid:
|
|
|
|
As at 1 January 2022
|
66,841,342
|
4,781,917
|
|
|
|
|
|
Placing on 7 March 2022
|
4,500,000
|
360,000
|
|
Shares issued upon exercising
Subscription warrants
|
265,242
|
21,883
|
|
Placing on 18 August 2022
|
20,872,726
|
1,148,000
|
|
Issue of shares to geological
consultant
|
343,000
|
18,865
|
|
|
|
|
|
|
|
|
|
As at 31 December 2022
|
92,822,310
|
6,330,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2023
|
92,822,310
|
6,330,665
|
|
|
|
|
|
|
|
|
On 7 March
2022, the Company raised £360,000 through a placing of 4,500,000
Ordinary Shares at a price of 8p per share. The admission of those
shares took place on 10 March 2022.
On 8 March 2022, 265,242 Ordinary
Shares were issued upon the exercise of 265,242 warrants at a price
of 6p per share raising £15,915. The admission of those shares took
place on 11 March 2022.
On 18 August 2022, the Company
announced the Placing and admission of 20,872,726 ordinary shares at a price of 5.5 pence per Placing
Share in raising gross proceeds of £1,148,000. The
admission of those shares took place on 18 August 2022. Each
Placing Share was issued with one warrant attached entitling the
holder to subscribe for one new ordinary share at a price of 8.5
pence (the "Warrants"). The Warrants have a life of 36 months from
the date of Admission and are subject to an accelerator so that in
the event that the Company's shares trade at a volume weighted
average price of 20 pence or more for five of more trading days
(the "Accelerator Target") the Company is obligated to give notice
to holders of the Warrants that any outstanding Warrants must be
exercised within 14 calendar days' and on 14 calendar days'
settlement terms. If the Accelerator Target is achieved, any
Warrants not so exercised will lapse.
On 24 November 2022, the Company
announced it had issued 343,000 ordinary shares of no par value at
a price of 5.5p each, credited as fully paid, to a contractor as
compensation for the successful execution of this phase of the
Obonga work programme. The admission of those shares took place on
28 November 2022.
17. Share based payment transactions
Equity settled share-based
payments
On 18 August 2022, the Company
announced the Placing and admission of 20,872,726 ordinary shares
at a price of 5.5 pence per Placing Share in raising gross proceeds
of £1,148,000. The admission of those shares took place on 18
August 2022. Each Placing Share was issued with one warrant
attached entitling the holder to subscribe for one new ordinary
share at a price of 8.5 pence (the "Warrants"). The Warrants have a
life of 36 months from the date of Admission and are subject to an
accelerator so that in the event that the Company's shares trade at
a volume weighted average price of 20 pence or more for five of
more trading days (the "Accelerator Target") the Company is
obligated to give notice to holders of the Warrants that any
outstanding Warrants must be exercised within 14 calendar days and
on 14 calendar days settlement terms. If the Accelerator Target is
achieved, any Warrants not so exercised will lapse.
On 31 August 2023, the Company
announced that it has raised in aggregate £200,000 (before
expenses) by the issue of 17% unsecured convertible loan notes with
a 12-month maturity and possible early conversion and warrants
attached on a one-for-one basis with an exercise price of 5.5 pence
each. The Warrants are attached to the Convertible Loan Notes on a
one-for-one basis at an exercise price of 5.5 pence
each.
On 1 November 2023, the Company
announced that it has issued 1,200,000 management options to the
new directors Tracy Weslosky and Katherine O'Reilly at the exercise
price of 0.06p with a 5-year life.
On 20 November 2023, the Company
announced the issue of 15% unsecured loan notes with a 12-month
maturity and warrants attached on a one-for-one basis with an
exercise price of 3.3 pence.
Options and warrants issued, cancelled and outstanding at the
year end
|
|
1 Jan 2023
|
|
|
|
At
31 Dec
2023
|
Weighted
average exercise
|
|
|
No of
options
|
Issued
|
Forfeited
|
Exercised
|
No of
options
|
price
(pence)
|
|
Obonga options
|
500,000
|
-
|
-
|
-
|
500,000
|
0.13
|
|
Management options
|
4,600,000
|
-
|
|
|
4,600,000
|
0.15
|
|
Placing Warrants- Sept
2021
|
5,250,000
|
-
|
-
|
-
|
5,250,000
|
0.18
|
|
Placing Warrants- Aug 2022
|
20,872,726
|
-
|
-
|
-
|
20,872,726
|
0.085
|
|
Loan Note Warrants- August
2023
|
-
|
4,878,048
|
-
|
-
|
4,878,048
|
0.055
|
|
Loan Note Warrants- November
2023
|
-
|
4,615,385
|
-
|
-
|
4,615,385
|
0.033
|
|
Management Options- November
2023
|
-
|
1,200,000
|
-
|
-
|
1,200,000
|
0.060
|
|
|
|
|
|
|
|
|
|
|
31,222,726
|
10,693,433
|
-
|
-
|
41,916,159
|
0.693
|
|
|
|
|
|
|
|
|
17. Share based payment transactions
(continued)
Options and warrants outstanding and exercisable at the year
end
|
|
No of options, vested and
exercisable
|
Exercise price
(p)
|
Weighted average contractual
life
|
Expiry date
|
|
|
|
|
(years)
|
|
|
Obonga options
|
500,000
|
13
|
2.59
|
2 August
2026
|
|
Management options- August
2021
|
4,600,000
|
15
|
2.64
|
22 August
2026
|
|
Placing Warrants- Sept
2021
|
5,250,000
|
18
|
0.73
|
22
September 2024
|
|
Placing Warrants- August
2022
|
20,872,726
|
8.5
|
1.63
|
18 August
2025
|
|
Loan Note Warrants- August
2023
|
4,878,048
|
5.5
|
0.67
|
31 August
2024
|
|
Loan Note Warrants- November
2023
|
4,615,385
|
3.3
|
0.89
|
20
November 2024
|
|
Management Options- November
2023
|
1,200,000
|
6
|
4.84
|
1
November 2028
|
|
|
|
|
|
|
A Black-Scholes model has been used
to determine the fair value of the share options and warrants 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, the
expected life of the options, the risk-free rate of interest and
the expected level of dividends in future periods.
For those options granted where
IFRS 2 "Share-Based Payment" is applicable, the fair values were
calculated using the Black-Scholes model. The inputs into the model
were as follows:
|
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
|
|
Placing Warrants- Sept
2021
|
0.77%
|
55%
|
2
years
|
0.1325
|
|
Placing Warrants- August
2022
|
3.67%
|
54%
|
3
years
|
0.0535
|
|
Loan Note Warrants- August
2023
|
3.52%
|
53%
|
1
year
|
0.0290
|
|
Loan Note Warrants- November
2023
|
3.52%
|
53%
|
1
year
|
0.0340
|
|
Management Options- November
2023
|
3.52%
|
53%
|
5
years
|
0.0340
|
|
|
|
|
|
|
The total charge to the
consolidated statement of comprehensive income for the year to 31
December 2023 was £76,856 (2022: charge of £209,946).
18. Financial instruments
The following financial instruments
were held at the balance sheet date:
|
|
Group
|
Company
|
|
|
As at
31 December
2023
£
|
As at
31 December
2022
£
|
As at
31 December
2023
£
|
As at
31 December
2022
£
|
|
Financial assets
|
|
|
|
|
|
Held for sale investments
|
2,253,558
|
-
|
2,253,558
|
-
|
|
Amounts due from related
parties
|
-
|
-
|
1,915,081
|
2,263,586
|
|
Other receivables
|
28,534
|
111,882
|
10,103
|
6,505
|
|
Cash and cash equivalents
|
66,120
|
48,859
|
59,254
|
44,780
|
|
|
|
|
|
|
|
|
2,348,212
|
160,741
|
4,237,996
|
2,314,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
Trade payables
|
74,331
|
86,607
|
65,929
|
47,766
|
|
Accruals
|
36,311
|
36,000
|
36,311
|
36,000
|
|
Deferred consideration
|
187,336
|
213,830
|
187,336
|
213,830
|
|
Loan notes
|
406,500
|
-
|
406,500
|
-
|
|
|
|
|
|
|
|
|
704,478
|
336,437
|
696,076
|
297,596
|
|
|
|
|
|
|
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
maximizing 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.
19. 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$51,600 in the next 12 months (2022:
CAD$125,042).
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$441,600 in the next 12 months (2022: CAD$424,488).
Manitou Financial Commitments
The project licences held by Panther
Canada at Manitou are subject to minimum spend requirements and to
retain the licences the Group is committed to spend CAD$210,400 in
the next 12 months (2022: CAD$162,500).
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.
20. Related party transactions
Transactions between the Company
and its subsidiaries, which are related parties, have been
eliminated on consolidation. The Group has therefore elected not to
disclose transactions between the Company and its subsidiaries, as
permitted by IAS 24.
Mining Analyst Consulting Limited,
a company owned by Nicholas O'Reilly, charged Panther Canada
£20,000 (2022: £12,667) in respect of geological consultancy
services and £12,000 (2022: £18,000) in relation to accounting and
consultancy services.
Directors' remuneration is detailed
within the Directors' Remuneration Report on pages 40 to 45. During
the year ended 31 December 2023, Directors' remuneration has been
paid to individuals as salaries (through payroll) or through
service companies. The fees paid to Directors were paid to the
following service companies (figures include consultancy fees noted
above).
Fees paid to Directors' service companies:
Company Name
|
Director
|
Year ended
31 December
2023
|
Year ended
31 December
2022
|
|
|
£
|
£
|
CoMo Investment Solutions
|
M Smith
|
20,833
|
25,000
|
Mining Analyst Consulting
Limited
|
N O'Reilly /
K O'Reilly
|
32,000
|
38,000
|
|
|
|
|
|
|
52,833
|
63,000
|
|
|
|
|
21. Subsequent events
Sale of shares in Fulcrum
Metals PLC
On 12 March 2024 the Company
announced it has sold a total of 2,346,717 ordinary shares of 1p
each in Fulcrum Metals PLC on 11 March 2024 at an average price of
15.2 pence per Ordinary Share. Following the sale, Panther
continues to hold 7,625,122 Ordinary Shares representing 15.26% of
the Fulcrum issued share capital.
Pursuant to the sale, Panther has
on 11 March 2024 entered into a new lock-in agreement
with Fulcrum, Allenby Capital and Clear Capital,
thereby imposing a hard lock-in period on the Panther Shares
to 15 May 2025 and the orderly market provision on the
Panther Shares for a year thereafter through to 15 May 2026.
The provisions apply to the existing Ordinary Shares and any
Ordinary Shares allotted and issued to or subsequently acquired by
Panther during the locked-in period described in the New
Agreement.
END
For further information please
contact:
Panther Metals PLC:
Darren Hazelwood, Chief Executive
Officer:
+44
(0)1462 429 743
+44 (0)7971 957 685
Brokers:
Tavira Financial
Limited
Christopher James
Kipling
+44(0) 203 833 3743
SI Capital Limited
Nick
Emerson
+44(0) 1438 416 500
Axis Capital Markets
Limited
Ben Tadd
Lewis
Jones
+44 (0)20 3026 0449
Notes to Editors
Panther Metals PLC is an exploration
company listed on the main market of the London Stock Exchange.
Panther is focussed on the discovery of commercially viable mineral
deposits. The Company's operational focus is on established mining
jurisdictions with the capacity for project scalability. Drill
targets are assessed rapidly utilising a combination of advanced
technologies and extensive geological data to decipher potential
commercial viability and act accordingly. Panther's current
geological portfolio comprises of three highly prospective
properties in Ontario, Canada while the developing investment wing
focuses on the targeting of nickel and gold in
Australia.
Obonga Project
Panther Metals acquired the Obonga
Greenstone Belt in July 2021 and have already identified five
prospective primary targets: Wishbone, Awkward, Survey, Ottertooth
and Silver Rim. A successful Phase 1 drilling campaign at Wishbone
in Autumn 2021 revealed the presence of significant VMS-style
mineralised systems on the property - the first such discovery
across the entire greenstone belt. Intercepts include 27.3m of
massive sulphide in hole one, and 51m of sulphide-dominated
mineralisation in hole two. Both drill holes contained multiple
lenses. Anomalous high-grade copper in lake sediment close to the
target area has also been identified, increasing confidence in the
prospectivity of the location.
Awkward is a highly anomalous
magnetic target, interpreted to be a layered mafic intrusion and
magmatic conduit based on mapped geology and airborne geophysics.
Historic sampling in the area returned anomalous platinum and
palladium (Pt, Pd) values, while historic drilling on the periphery
of the target intersected non-assayed massive sulphide and copper
(assumed to be chalcopyrite), non-assayed disseminated pyrite and
chalcopyrite in coarse gabbro, and non-assayed 'marble cake' gabbro
(matching the description of the Lac des Iles Mine varitexture
gabbro ore zone).
Two additional named targets, Survey
and Ottertooth, both displays further coincident magnetic and
electromagnetic anomalies and are adjacent to the contact between
intrusive and extrusive mafic rocks. Historic drilling at Survey
intersected several meters of massive sulphides in multiple
intersections (main parts of the anomaly remain untested) while
Ottertooth remains untested in its entirety.
Dotted Lake Project
Panther Metals acquired the Dotted
Lake Project in July 2020, it is situated approximately 16km from
Barrick Gold's renowned Hemlo Gold Mine. An extensive soil
programme conducted in 2021 identified numerous gold and base metal
targets, all within the same geological footprint. Following the
installation of a new trail providing direct access to the target
location, an initial drilling programme in Autumn 2021 confirmed
the presence of gold mineralisation within this system with
anomalous gold continuing along strike and present within the
surrounding area.
Manitou Lakes Project
The Manitou Lakes gold project is
located approximately 300km's east of Thunder Bay, Ontario and
covers a total area of around 98sq km's.
There are over 200 known gold
occurrences on the Manitou Lakes project area with the wider
Eagle/Manitou Lakes greenstone belt hosting numerous historic gold
producers and is prospective for Archean age orogenic gold and
associated base metal deposits.
Exploration work conducted by Shear
Gold on the Project to date has identified numerous gold bearing
structures and favourable geological host rocks through early-stage
mapping and surface sampling. The work has focussed on two target
areas, being the West Limb Gold Property and the Glass Reef Gold
Property, both of which host historic gold mines which have never
been systematically explored using modern techniques or drill
tested
Fulcrum Metals Plc
Fulcrum Metals PLC (LON: FMET) is an
AIM listed exploration company which finances and manages
exploration projects focused on Canada, widely recognised as a top
mining jurisdiction.
FMET currently holds a beneficial
100% interest in highly prospective gold and base metals projects
in Ontario and Uranium projects in Saskatchewan.
Fulcrum's strategy is to focus on
discovery and commercialisation of its Projects through targeted
exploration programmes. The primary focus is to make an economic
discovery on the flagship Schreiber-Hemlo Properties and
establishing the prospectivity of its wider Ontario and
Saskatchewan portfolio with a view to securing potential joint
venture and/or acquisition interest.
Panther Metals Plc own 20% of the
issued share capital of Fulcrum Metals Plc and a 2% NSR on the Big
Bear project.
Panther Metals Australia
Following the listing of Panther
Metals' Australian assets on the Australian Securities Exchange
("ASX") in December 2021. The ASX listing has provided the
Australian projects with the necessary capital to advance
drill-ready targets focused on nickel and gold (within the Tier 1
Mining Districts of Laverton WA and in the NT). Through this
spin-out Panther holds an attractive investment prospect, without
any disruption to the Company's capital structure and without any
financial obligations.
Conclusion
Panther Metals understand that the
commercial realities of building an exploration company requires
expertise in geology, finance, and the markets within which they
operate. The Company's extensive network of industry leaders allows
it to meet these objectives. Ultimately however, drilling success
is the only route to discovery: the fundamental objective of any
exploration company. Once Panther's world-class geological team
identify the anomalies, they work hard to get drilling. The drill
hole is the only place where substantial and sustained capital
growth originates and it's with that operational focus Panther
Metals will continue to advance.