Panthera Res. Regulatory News (PAT)

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

6 December 2023

Panthera Resources Plc

("Panthera" or "the Company")

Equity Financing

Panthera Resources plc (AIM: PAT), the gold exploration and development company with assets in India and West Africa, is pleased to announce that it has arranged an equity capital fundraise with new and existing investors for approximately £785,000 (before expenses) by way of a placing and subscription (the "Placing" and the "Subscription" respectively) (together the "Equity Financing") of a total of 15,700,000 ordinary shares of 1 pence each in the Company (the "Ordinary Shares") at a price of 5 pence per new Ordinary Share (the "Placing Price"). Novum Securities Limited ("Novum") are acting as broker in connection with the Placing.

It is intended that the proceeds of the Equity Financing will be used towards the Company's activities in India and West Africa and meeting the Company's working capital commitments.

Details of the Equity Financing

The Equity Financing comprises a Placing of 5,200,000 new Ordinary Shares (the "Placing Shares") and a Subscription of 10,500,000 new Ordinary Shares (the "Subscription Shares") at the Placing Price. The Equity Financing has been conducted as a private placement and subscription under the Company's existing allotment and pre-emption disapplication authorities and participation has not been made available to members of the public. The Placing Shares and the Subscription Shares will rank pari passu with the existing Ordinary Shares in the Company.

The Company has received binding subscription commitments of 7,500,000 shares and indicative subscription commitments of 3,000,000 from subscribers to the equity capital raising to subscribe for new Ordinary Shares at the Placing Price respectively. 

Novum has each entered a placing agreement ('Placing Agreement') with the Company under which they have, on the terms and subject to the conditions set out therein (including Admission, as defined below), undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing Agreement contains certain warranties and indemnities from the Company in favour of Novum. In addition, the Company has agreed to pay Allenby Capital Limited ("Allenby Capital") a fundraise commission in connection with certain investors introduced by Allenby Capital to the Subscription.

The Subscription is subject to terms and conditions agreed between the Company and each of the subscribers for the Subscription Shares and is conditional, inter alia, on Admission (as defined below). The Subscription is conditional, inter alia, upon the completion of the Placing. Neither the Placing nor the Subscription are being underwritten by Allenby Capital, Novum or any other person.

In addition, pursuant to the Placing Agreement with Novum and as a result of certain funds separately introduced by Allenby Capital to the Subscription, the Company has agreed to issue 312,000 options and 180,000 options to Novum and Allenby Capital respectively, exercisable at a price of 5 pence on or before two years from the date of Admission (as defined below) (together the "Option") with each Option entitling the holder to acquire one new Ordinary Share upon exercise of the Option.

Shares in Lieu

The Company has agreed to issue 780,000 new Ordinary Shares at 5 pence per new Ordinary Share to certain advisors to settle fees, including Novum in relation to their ongoing appointment as joint broker (together the "Fee Shares").

Admission and total voting rights

Application will be made to London Stock Exchange plc for the Placing Shares, the Subscription Shares and the Fee Shares to be admitted to trading on AIM ("Admission"). It is currently anticipated that Admission will become effective and that dealings in the Placing Shares, the Subscription Shares and the Fee Shares will commence on AIM at 8.00 a.m. on or around 14 December 2023.

Upon Admission of the 16,480,000 new Ordinary Shares, the Company's issued ordinary share capital will consist of 170,989,083 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 170,989,083. With effect from Admission, this figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Contacts

Panthera Resources PLC

Mark Bolton (Managing Director) +61 411 220 942

contact@pantheraresources.com

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

John Depasquale / Vivek Bhardwaj (Corporate Finance)

Guy McDougall / Kelly Gardiner (Sales & Corporate Broking)

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

Colin Rowbury

Financial Public Relations

Zak Mir +44 (0) 786 752 7659

Subscribe for Regular Updates

Follow the Company on Twitter at: @PantheraPLC

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

Forward-looking Statements

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

Notice to Distributors

Solely for the purposes of the product governance requirement contained in Chapter 3 of the FCA Product Intervention and Product Governance Sourcebook (together, the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as defined under the FCA Handbook Conduct of Business Sourcebook, and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital Limited will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA Handbook Conduct of Business Sourcebook COBS 9A and 10A respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

**ENDS**