Panthera Res. Regulatory News (PAT)

9 November 2020

Panthera Resources plc

(Panthera or the Company)

Warrant Conversion Commitments

Panthera Resources Plc (AIM: PAT), the diversified gold exploration and development company with assets in West Africa and India, is pleased to announce that it has secured commitments of £120,129 for the early exercise of unlisted warrants over ordinary shares in the capital of the Company (Ordinary Shares).

Highlights

· 1,798,344 warrants to be exercised early for proceeds of £120,129 at an exercise price of 6.68 pence per warrant

· Proceeds will accelerate work programmes in West Africa

Following the recent strong share price performance, the Company invited its warrant holders to exercise their unlisted warrants to Ordinary Shares well in advance of their 16 December 2021 expiration date. The Company has 4,747,149 warrants on issue exercisable at 6.68 pence each. The warrants were issued as part of the equity capital raising as announced on 15 May 2020.

To date, the holders of 1,798,344 warrants have undertaken to an early exercise on or before 27 November 2020. The warrant exercise proceeds will primarily be applied towards the various work programmes in West Africa, as outlined in previous announcements. A further 527,500 warrants, held by certain Directors of Panthera, are precluded from committing to exercise their warrants at this time while the Company is subject to a 'blackout period' ahead of the release of the Company's Half Year Financial Statements, due to be released by the end of year.

Upon the exercise of the warrants, application will be made for 1,798,344 new Ordinary Shares to be admitted to trading on the AIM Market of the London Stock Exchange, with admission expected to occur on or before 3 December 2020 (Admission). The new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares.

Upon Admission of the new Ordinary Shares, the Company's issued share capital will consist of 86,782,754 Ordinary Shares.

For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules (DTRs), the issued Ordinary Share capital of Panthera following this allotment will consists of 86,782,754 Ordinary Shares with voting rights attached (one vote per share). There are no shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in, Panthera under the DTRs.

There are no transaction and advisory fees payable for the early conversion of the warrants.

Mark Bolton, Managing Director of Panthera, commented:

"Dilution is the largest cost in the development of any minerals project, the Company is committed to managing its capital structure responsibly.

The arrangement with our warrant holders follows the recent Moydow spin-out where the Company secured financing for two of its projects and US$350,000 in cash proceeds while also not diluting shareholders.

The Company expresses its thanks for the ongoing support of our shareholders that have, at the Company's invitation, undertaken to exercise their warrants early. The exercise proceeds will assist the Company to accelerate its work programmes in West Africa."

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Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

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.

**ENDS**