PALM Panther Metals Plc

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 1^st 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