Panthera Res. Regulatory News (PAT)

20 December 2018

Panthera Resources Plc

("Panthera" or "the Company")

Partnership Agreed to Advance the Bhukia JV Project in India

Panthera Resources plc (AIM: PAT), the gold exploration and development company with assets in India and West Africa, is pleased to announce the signing of a definitive term sheet with Galactic Gold Mines Private Limited ("Galaxy"), forming a partnership in India to advance the Bhukia JV Project.

Highlights

· Following extensive technical and legal due diligence by its team in India, Galaxy has agreed to purchase a 10% stake in Panthera's 100% owned subsidiary, Indo Gold Pty Ltd. ("IGL"), for US$1.25m and earn additional equity by providing ongoing support and services to advance the Bhukia JV project (70%) in Rajasthan, India ("Bhukia").

· Galaxy was formed in 2016 with the objective of building a portfolio of gold mining investments and operations and a plan to be listed on the Bombay Stock Exchange ("BSE"). Its principals have a wealth of experience and a wide array of connections and capabilities in the gold mining industry in India.

· Galaxy's principal investor is Hunch Ventures and Investments Pvt. Ltd ("Hunch"), which is a successful Indian venture capital group with strong government, corporate and institutional connections to the mining industry in India.

Geoff Stanley, Managing Director said "With the signing of this term sheet Panthera has taken a big step forward in achieving many of its key strategic and corporate objectives in India. The transaction brings Indian capital to support the development of Bhukia, it provides key corporate, bureaucratic, technical and administrative capabilities in India, and allows IGL an opportunity to participate in Galaxy's BSE listing process, which is planned to commence next year. Galaxy and Hunch's Indian legal and technical due diligence also provides strong validation of the strength of the Bhukia PL application and demonstrates a current valuation for Panthera's share of Bhukia that alone significantly exceeds the market capitalisation of Panthera".

Transaction Details

Panthera's partnership with Galaxy involves several facets, which include:

1. Investment by Galaxy into IGL.

2. Galaxy providing administrative, legal, permitting and technical support in India that will allow it to potentially earn up to an additional 12% equity in IGL subject to achieving certain success hurdles in the lead up to the commencement of mining at Bhukia.

3. Galaxy, at IGL's election, can earn additional equity through providing drilling and logistic services upon the re-commencement of exploration at Bhukia, which may be a cost effective financing solution.

4. IGL and Galaxy constructively working to negotiate IGL's participation in Galaxy's BSE listing process (possibly through a merger with or acquisition by Galaxy).

About Galaxy

Galaxy Gold is an Indian company with Australian management with over 15 years' experience in the gold exploration and mining industry in India. Galaxy has Indian partners that are ready to provide capital and resources in support of the exploration, permitting and development of the Bhukia JV project. Galaxy also has contractual rights to earn an interest in a gold development project in Tanzania, which will form part of its BSE listing strategy.

10% Investment and Valuation Implications

Galaxy has agreed to purchase two 5% stakes in IGL in two stages:

Stage 1 (5%) - US$250,000 immediately upon receipt of Indian government overseas direct investment approval, with a further US$250,000 due before 31 March 2019;

Stage 2 (5%) - US$750,000 prior to the re-commencement of exploration (now expected mid- to late-2019).

The Stage 1 investment implies a valuation for Panthera's remaining 95% interest in IGL of US$9.5m (GBP £7.5m; A$13.2m).

The Stage 2 investment implies a valuation for Panthera's remaining 90% interest in IGL of US$13.5m (GBP £10.7m; A$18.8m).

Panthera's market capitalisation currently stands at approximately GBP £0.88m, which incorporates its share of the Bhukia JV, its three highly prospective west African gold exploration projects and its approximately 15% stake in Anglo Saxony Mining (which is currently advancing a preliminary feasibility study of the Tellerhauser Sn-Zn-In deposit in Saxony, Germany).

BSE Listing Opportunity

Galaxy is planning to commence the process of listing on the BSE during 2019. The term sheet signed between Galaxy and IGL requires both parties to work toward agreeing a joint approach to this listing opportunity, which may result in a merger of the two companies if a suitable valuation framework can be agreed. The board of Panthera considers the potential for having one of its subsidiaries or listing some or all of its Indian assets on an Indian exchange as highly attractive. It will more strongly align Indian capital and investors with the success of the project and allow greater participation by Indian investors in the success of the Bhukia project.

Administrative, Permitting, Legal and Logistic support

Galaxy and Hunch will provide extensive in country support and assist IGL's effort to prepare for exploration to re-commence at Bhukia. This support will be multifaceted but will at a minimum include administrative and legal support, introductions and negotiations with key administration officials, and strategic, financial and permitting advice, among other things.

In recognition of this support and assistance successfully allowing exploration to recommence at Bhukia, and conditional upon Galaxy making the 10% investment in IGL, Galaxy will be compensated with shares constituting a further 7.14% interest in IGL at the time the Panthera board decides to recommence exploration. Throughout the period of exploration and bankable feasibility study activities at Bhukia, Galaxy and Hunch will continue to provide this form of assistance.

As compensation for successfully helping to move the project to a board decision to commence construction of a mine, Galaxy will be compensated with shares equating to a further 5% interest in IGL. While these activities may result in a total 12% interest in IGL being awarded to Galaxy, it is expected that a prior listing event (as outlined in the previous paragraph) will result in a merger or similar agreement which may remove the necessity for the issuance of this additional 12%.

In addition to the administrative and permitting functions described above Galaxy may, at IGL's election, earn additional shares for work-in-kind to advance exploration efforts at Bhukia. This may include activities such as drilling services, sampling, and technical input into the project BFS process. This provides Panthera with an additional option for equity financing Bhukia's feasibility study if market conditions dictate that this is the most cost effective mechanism.

Indian Election Update

Five States went to the polls in November/December 2018, results for which were declared on 11 December 2018. The States that went to the polls were Rajasthan, Madhya Pradesh (MP), Chhattisgarh, Telangana and Mizoram.

In keeping with its tradition of not giving any party more than one consecutive term in power, the BJP lost to the Congress Party, who along with its three alliance partners - has managed to secure 100 seats. The tally is as follows

Impact on Panthera and an Update on Writ Petition Hearings in the High Court of Rajasthan, Jodhpur

We anticipate the change of government at the State should have a positive impact on processing of MMI's Prospecting Licence (PL) application as the new government must focus on bringing in investments and creating jobs.

Panthera will initiate dialogue with the newly appointed Secretary and Minister for Mines and other government officials, including the Bureau of Investment Promotion, Chief Minister's office, Minister for Tribal Affairs and local Members of the Legislative Assembly in the New Year.

Our first hearing in the High Court is currently scheduled for the 11 January 2019, however this may be delayed if changes occur within the office of the Attorney General following the election.

In the meantime, because of the very strong Stay Order received from the High Court we are in an excellent position to commence a negotiation process with the incoming government regarding granting of the PL.

Enquiries

Panthera Resources PLC

Geoff Stanley (CEO) +1 (917) 941 7704

Nominated Advisor and Broker

RFC Ambrian +44 (0) 20 3440 6800

Rob Adamson

Bhavesh Patel

Charlie Cryer

Market Abuse Regulation (MAR) Disclosure

The information communicated in this announcement includes inside information for the purposes of Article 7 of Regulation 596/2014.