Panther Metals
Annual Report 2019

Plain-text annual report

CONTENTS STRATEGY AND PERFORMANCE 5 6 Chairman’s Statement Strategic Report GOVERNANCE 17 21 24 26 27 Corporate Governance Statement Compliance with the QCA Code of Practice Directors’ Report Statement of Directors’ Responsibilities Directors’ Remuneration Report INDEPENDENT AUDITORS’ REPORT 32 Independent Auditor’s Report FINANCIAL STATEMENTS 40 41 42 43 44 45 Consolidated Statement of Comprehensive Income Consolidated and Company Statement of Financial Position Consolidated and Company Statement of Cash Flows Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Notes to the Financial Statements 2 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019COMPANY INFORMATION STRATEGY AND PERFORMANCE Directors Darren Hazelwood (Chief Executive Officer) Chairman’s Statement Strategic Report GOVERNANCE Corporate Governance Statement Compliance with the QCA Code of Practice Directors’ Report Statement of Directors’ Responsibilities Directors’ Remuneration Report INDEPENDENT AUDITORS’ REPORT 32 Independent Auditor’s Report FINANCIAL STATEMENTS 5 6 17 21 24 26 27 40 41 42 43 44 45 Consolidated Statement of Comprehensive Income Consolidated and Company Statement of Financial Position Consolidated and Company Statement of Cash Flows Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Notes to the Financial Statements Mitchell Patrick Smith (Chief Operating Officer) Ahmet Kerim Sener (Non -executive Chairman) Simon Rothschild (Non-executive Director) Nicholas O’Reilly (Non-executive Director) Kate Asling (Non-executive Director) Secretary Cavendish Secretaries Limited Company number 009753V (Isle of Man) Registered office Auditors Bankers Registrars 34 North Quay Douglas Isle of Man IM1 4LB Keelings Limited Broad House The Broadway Old Hatfield Hertfordshire AL9 5BG Westpac Banking Corporation 275 Kent Street Sydney NSW 2000 Australia Computershare Investor Services (Jersey) Limited Queensway House, Hilgrove Street St. Helier Jersey JE1 1ES 3 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019It is always encouraging when the whole team is “pulling in the same direction” and specifi cally when this is sustained through the signifi cant trust existing between team members PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019 4 CHAIRMAN’S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2019 The past year has witnessed several significant developments for the Company, which culminated in its listing on the Official List of the London Stock Exchange (“LSE”) in very early 2020. The move from the NEX exchange to the LSE fulfilled a key strategic goal and demonstrates the growing maturity of the business, providing a platform upon which the Company may continue to develop. During the year, a non-brokered £130,000 was raised to support our strategy to list the Company on the LSE, followed by £823,000 post-period end as a result of a placing and admission of its shares on the LSE in early January 2020. This has set up the Company well financially and provides the basis for its envisaged work-programmes for the year. Before I review the current status of the Company and its projects, I would like to take this opportunity to thank my fellow board members for their input and enthusiasm during the year. It is always encouraging when the whole team is “pulling in the same direction” and specifically when this is sustained through the significant trust existing between team members. These positive attitudes are all the more important now, following the outbreak of the COVID-19 pandemic, which has caused significant global uncertainty in its wake. However, like many mineral exploration businesses, Panther is operated largely autonomously from its UK base and, in this sense, operations remain largely “business as usual” for the Company. In the meantime, Panther has implemented several prudent cost-saving measures, which will reinforce our financial position during this period of economic uncertainty. In addition, the current situation is also resulting in an enhanced ability for the Company to complete the desk-top evaluation of several new projects globally. If any of these projects are determined to have potential, we will look forward to adding these to what is already a strong portfolio. Within the existing portfolio in Canada, we are pleased to report that the Company has significantly increased its ground holding to 43 km2 at the Big Bear Project, near Schreiber, Ontario. The project area contains several significant soil gold anomalies across four major target areas with rock-chip results exceeding 100 g/t gold. Exploration permit applications have recently been submitted for these licence areas, which once granted, will enable the Company to test the gold and base-metal targets identified previously. At this stage, the Company envisages a core drilling programme of up to 20 diamond drill holes and associated bedrock trenching. In addition, a drone-borne aerial magnetics survey is being planned to aid drill targeting. These programmes are currently pending due to the uncertainties associated with the viral pandemic, specifically the limitations on travel that are being experienced. In Australia, the Company was granted the Marrakai and Annaburroo exploration licence areas, near Darwin, in the Northern Territory. Both of these licence areas contain known gold prospects and several gold anomalies that require follow-up. Given the large area covered by these projects, 160km2, targeting work will be undertaken initially utilising existing remote-sensing and geophysical datasets; this work is already underway and we look forward to providing further updates in due course. As these licences are both located in a region containing vulnerable aboriginal communities, fieldwork is currently suspended due to the risks posed to such communities by the virus. In parallel with the development of the Australian portfolio, the Company has strengthened the board of our Australian subsidiary, Panther Metals Pty. Ltd., following the appointment of Dr. David Groves, who is one of the most widely respected economic geologists in the world. Meanwhile, the economic backdrop for the Company remains highly positive, with the gold price further underpinned by the financial largesse of the Federal Reserve. Unlike fiat currencies, even a reserve currency like the US Dollar, gold remains the champion hedge against economic uncertainty and inflation. This sentiment is echoed powerfully by many central banks around the world, which have added to their gold reserves substantially in the wake of the 2008 financial crisis. In fact we have not witnessed central bank purchases to the same degree since the early 1960s. The current uncertainty and economic environment will further spur central bank buying, as confidence in fiat currencies and trust in the financial management of western economies become further eroded. Against this backdrop your Company is positioned well to grow both organically and strategically. Dr. Kerim Sener Non-Executive Chairman 29 April 2020 5 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 Results The loss for this year after taxation was £749,948 (2018: £519,134) and at company level £728,161 (2018: £519,735). This includes IPO costs of £305, 134 invoiced and accrued as at 31 December 2019. Review of the Business Panther Metals Plc (“the Company” or “Panther Metals”) was incorporated on 5 June 2013 as an investment vehicle to focus on investment opportunities in the upstream palm oil sector in South East Asia. On 16 February 2018 the then Directors put proposals to Shareholders for a change of investment strategy, change of name, a placing to raise £300,000 before expenses and board changes. Those proposals were approved by Shareholders on 9 March 2018. The Company’s new investment strategy was to invest in and/or acquire companies and/or projects within the natural resources sector with potential for growth and value creation, over the medium to long term. In line with the experience of the Directors, the Company has sought opportunities in base, precious and energy metals focussed on Australia and North America. The following sections of the review focus on the developments in North America and Australia, the primary geographic segments of the Group: North America Big Bear Gold Project On 10 September 2018 the Company’s subsidiary Panther Metals (Canada) Ltd (“Panther Canada”) completed its first acquisition of a prospective gold and metals project, known as the Big Bear Gold Project, located in north-western Ontario, Canada. The initial acquisition included three legacy sites comprising 69 claim units namely the ground covered by the Little Bear Lake Claims, the Big Bear Lake Claims and those of the Schreiber Pyramid, collectively known as the “Big Bear Gold Project”. These were each a collection of single cell mineral claims. As of 4 October 2019, Panther Metals held 171 individual Mining Claims comprising the Big Bear Gold Project. The claims are made up of 153 Single Cell Mining Claims (SCMC), 14 Boundary Cell Mining Claims (BCMC) and 4 Multi-Cell Mining Claim (MCMC) covering an area of 43 km2. Some highlights of the Big Bear Gold Project are provided below: • Historic sampling in the Johnston-McKenna area provided the following top five gold grades: 1,038.9 g/t Au, 390.2 g/t Au, 318.9 g/t Au, 286.29 g/t Au and 224.9 g/t Au. • A bulk sample processed in the late 1930’s from the Little Bear mine provided a reported equivalent gold grade of 1,564 g/t Au. Based on the 1 tonne sample containing $1,600 worth of gold, this equates to c.45.61 oz/ton Au, at a historical gold price of $35/oz. • Historic sample results from the Joa-Walton area provided the following top five gold grades: 233.1 g/t Au, 198.9 g/t Au, 143.7 g/t Au, 79.5 g/t Au and 46.6 g/t Au. • Based on recent work new data supporting the historical sampling has identified areas within the project which yield gold results in excess of 100 g/t Au. 6 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 Activity on the Big Bear Gold Project Property In October 2018, Panther Canada conducted prospecting work and identified numerous gold in bedrock anomalies for further investigation. Targeting was initially based on historical regional geophysical data, with particular reference to magnetic anomalies. Five targets were selected based on previous positive gold in bedrock results, favourable geological environments (regional structures and lithology), regional geophysical anomalies and historical mining/sampling operations. The Company then commissioned Mineral Exploration Network (Finland) Ltd. (“MEN”) to undertake a programme of reconnaissance soil geochemical sampling and outcrop prospecting in the Big Bear Gold Project. The soil survey sampling grids were planned to overlay the anomalous outcrop sample results, historical geophysical anomalies and areas associated with historical gold occurrences. A team comprised of an experienced exploration geologist supplied by MEN and three local contract prospectors provided by Thunder Bay based sub-contractor Haveman Brothers (“Haveman”) conducted the fieldwork between 29 October and 2 November 2018. Five soil sampling grids were planned and sampled during the 2018 field season. The initial results of the 2018 activity reported grades ranging from below analytical detection up to 0.71 ppm Au. Samples collected close to the historical Schreiber Pyramid Mine occurrence were noted to contain visible gold hosted within a 50 cm quartz vein with associated pyrite, bornite and malachite. This sample returned a grade range between 0.02- 105.5 ppm gold and 0.01-6.61 ppm silver. A geostatistical review of the gold data has identified, in some cases, potentially anomalous grades well in excess of the background material providing robust evidence for gold mineralisation. Further analysis of the data population has also identified multiple trends within the geochemical dataset which may relate to differing mineralisation styles or host materials. The Company now intends to conduct further investigation into these trends and grade ranges based on spatial relationships and associated lithological data, where available, to ascertain if these are related to source material and mineralisation controls. Three samples showed elevated grades in excess of 50 g/t gold, strongly suggesting that high grade free gold is present within the project area. This may also suggest a high nugget factor within the mineralisation resulting in poor short-range continuity and reproductivity when sampling. ONTARIO BIG BEAR LAKE CANADA PRISKE SCHREIBER Hays Lake AGUASABON FALLS & GORGE TERRACE BAY COPPER ISLAND LAKE SUPERIOR NORTH SHORE 7 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 Planned Exploration Programmes The legacy claims of Little Bear Lake and the Schreiber Pyramid came with pre-existing exploration plans/permits when acquired and renewal has since been granted. The statutory report on the exploration work conducted in 2018 was submitted to the MENDM and was approved by MENDM on 20 November 2019. An exploration plan for further work on the area has also been submitted. Based on the results of the 2018 field programme of works and regional geophysics data, the Company has identified an initial four areas for follow-up work in to be conducted in 2020 namely: Big Bear Ridge West; Big Bear Ridge East; Big Bear Bottom and Schreiber Ridge. No work was carried out in the 2019 ‘field season’. Original planning for 2019 was based on the 2018 licence shape (excluding the additional claims areas acquired during the course of 2019) and the Company now intends to develop a work plan for 2020 in light of the additional claims acquired and in light of the additional review findings from the 2018 work programme outlined above. The Company proposes a drone-mounted magnetics survey given that this should provide much better resolution data than that available from the AECOM/ Mira survey. The Company also anticipates that such a survey might provide a lower-cost tool to help identify structures that are likely to control the location of the vein-hosted gold mineralisation and the iron formations. It is also anticipated that the next phase of exploration analysis will also include a detailed desk-based data review and interpretation of all available material. It is expected this this would improve understanding of the mineralisation and help identify and prioritise areas for the following phase of field-based exploration activities including ground based IP, steam sediment sampling, soil sampling and trenching sampling. The Company expects that this work should produce a number of target areas that are developed to a sufficient level of confidence that justifies the expense of diamond core drilling to test sub-surface continuity of anomalies and therefore providing robust projects suitable for advancing towards Mineral Resource Estimates and other technical studies. Due to the rapid and global spread of COVID-19, these programmes are currently pending due to the uncertainties associated with the pandemic, specifically the limitations on travel that are being experienced. The Company has temporarily suspended all service provider contracts, where possible (given that to do otherwise might put the health of contractors and their families at risk). 8 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 Australia On 15 March 2019 the Company completed the acquisition of Parthian Resources Pty Ltd subsequently renamed Panther Metals Pty Ltd (“Panther Australia”), gaining access to various exploration opportunities in Western Australia and the Northern Territory. Panther Australia was acquired through the issue and in specie distribution of 99,151,520 Old Ordinary Shares (before the share consolidation) fully paid and deferred consideration in the form of 1,500,000 Ordinary Shares (after the share consolidation) fully paid and issued on 9 January 2020 as part of the Placing and Admission of the Company’s shares to trading on the Main Market of the London Stock Exchange (“the Placing”). Panther Australia is a 100% wholly owned subsidiary of the Company. On 15 March 2019 the Old Ordinary Shares issued had a market value of £0.005 per share giving rise to consideration of £545,332. The shares issued as part of the Placing had a value of £0.06 per share giving rise to deferred consideration of £90,000. The fair value of the consideration totals £635,332 and the net assets of Panther Australia totalled £81,676 resulting in goodwill on acquisition of £553,656. Goodwill arising on acquisition represents the excess of the cost of the acquisition over the fair value of the subsidiary’s identifiable assets and liabilities acquired. The acquisition represents a negotiated outcome which proportionally valued the respective businesses prior to acquisition based on their respective assets and intellectual property. At a practical level, Panther Australia was acquired in order to provide the Group with access to Australia and to widen the pool of investors in the Company. The acquisition provided access to cash at a critical time for the business and enabled the Group to make its first mineral exploration licence applications in Australia, both of which have now been granted. The value of Panther Australia is also underpinned by an exploration database and associated intellectual property covering its previous area of interest. The acquisition has also provided access to an investor network for future fundraisings. The directors believe there have been no fundamental changes which would indicate that the value has changed since acquisition. As such the directors have concluded that there is no impairment to the value of the goodwill. Further details about these projects is available on page 1 of the Chairman’s Report. Panther Australia currently has two early stage projects both located in close proximity in the Northern Territory, the Marrakai Project and the Annaburroo Project, further details are given below. As these licences are both located in a region containing vulnerable aboriginal communities, fieldwork is currently suspended due to the risks posed to such communities by the COVID-19 virus. THE MARRAKAI GOLD PROJECT ARNHEM HIGHWAY MARRAKAI ROAD DARWIN NORTHERN TERRORITY AUSTRALIA THE ANNABURROO GOLD PROJECT JIM JIM ROAD 9 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 The Marrakai Project The Marrakai Project comprises a single licence granted on 22 October 2019 (EL32121) covering an area of 10.1km2, located 70km to the southeast of Darwin, Northern Territory. The Marrakai Project is located near infrastructure and the Toms Gully (15km away) and Rustlers Roost (18km away) deposits, which are owned by China Hanking Holdings Limited. Toms Gully is a high-grade underground mine containing 1.1Mt @ 8.9 g/t Au (0.3 Moz); operations are expected to recommence in 2020. Rustlers Roost contains 51Mt @ 1.0 g/t Au (1.6Moz) and is one of the largest gold projects in the region. The Marrakai Project is located within the Palaeoproterozoic Pine Creek Orogen (“PCO”), proximal to a major NW-trending magnetic lineament (possibly a lamprophyre intrusion) along the Noonamah-Corroboree Trend. Several gold prospects, Chins Gully, Johns Flat and Jasons Rise, occur within the Marrakai Project area along a topographically low ridge which trends NE-SW across and outside the licence over an area of 7 x 1km. Coarse gold has been identified in surface outcrop and sub-crop occurring over at least 3km of strike within the licence, with a peak rock-chip grade of 50.1 g/t Au recorded from the Johns Flat prospect, located 1km to the SW of Steves Hill. Several anomalous stream-sediment samples were returned from 2 to 3km to the SW of Steves Hill in the area of Chins Gully. Significantly anomalous rock-chip samples (some showing visible gold after milling/panning) were identified in several other areas across the licence area. ARNHEM HIGHWAY Steves Hill Pine Creek Orogen EL32121 MARRAKAI ROAD 10 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 The gold prospects within the licence are located on the western flank of the major Marrakai Anticline, which occurs to the SE, within the same sequence that hosts the Marrakai Reef, Merlin Station Dam, Joseph and Stop 16 gold prospects about 20km to the southwest of the Project area. Within the area, the Steves Hill prospect (located just outside of the licence) was the first to be discovered in 1999, following which 500 oz of nuggets were recovered from the area; the largest of which were c. 30 oz and 23 oz. The mineralisation consists of quartz veins hosted by banded greywacke and siltstones of the Burrell Creek Formation, which are metamorphosed to lower greenschist facies. Quartz veins in outcrop are typically less than 1m wide and contain variable amounts of pyrolusite. The siltstones have not been specifically sampled or assayed, although a trench on the northern side of the Chins Gully prospect yielded 0.5 g/t over 4m, which did include samples of host rock material. Rotary Air Blast (“RAB”) drilling undertaken by Renison Consolidated Mines NL in the early 2000’s, in the area of Steves Hill, identified a deep regolith profile. Results from no deeper than 6m from surface provided the following best intercepts, some of which were coincident with a saddle reef structure: • 2m @ 9.32 g/t Au • 2m @ 5.74 g/t Au • 2m @ 3.46 g/t Au • 2m @ 2.22 g/t Au This drilling programme was followed up with Reverse Circulation (“RC”) drilling primarily at the Steve’s Hill prospect, which provided the following additional intercepts from depths of less than 36m from surface: • 1m @ 2.10 g/t Au • 1m @ 2.00 g/t Au • 1m @ 1.44 g/t Au The generally lower grade and narrower intercepts in the RC drilling are probably attributable to the down-dip continuity of vein mineralisation away from the hinge zone of a local anticlinal structure. In contrast the typically wider and higher grade intercepts in RAB drilling are attributable to saddle reefs along the hinge zone of the same structure. 11 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 The Annaburroo Gold Project The Annaburroo Gold Project comprises a single licence, granted on 6 February 2020 (EL32140) covering an area of 149.8km2, located 105km to the southeast of Darwin, Northern Territory. The Annaburroo Project is located near infrastructure and the Toms Gully (20km away) and Rustlers Roost (27km away) deposits, which are owned by China Hanking Holdings Limited. Toms Gully is a high-grade underground mine containing 1.1Mt @ 8.9 g/t Au (0.3 Moz); operations are expected to recommence in 2020. Rustlers Roost contains 51Mt @ 1.0 g/t Au (1.6Moz) and is one of the largest gold projects in the region. It is expected that this licence area will be explored by Panther contemporaneously with the Marrakai Gold Project, which is located 32km away to the west. The Annaburroo Project is located within the Palaeoproterozoic Pine Creek Orogen (“PCO”), proximal to the Mount Bundey granite and Mount Goyder syenite. The host rocks in the area are metamorphosed (greenschist facies) sandstone, siltstone, mudstones, tuffs and sulphidic/carbonaceous units of the Palaeoproterozoic South Alligator and Mount Partridge groups, which represent highly prospective but variable hosts for gold mineralisation in the Pine Creek Orogen. These units are folded throughout the region to create several doubly-plunging anticlines, some showing evidence of limb faulting. The area around these intrusive rocks is known to contain several uranium (e.g. Quest 31 to 33) and gold prospects, and may also have potential to host an unusual style of hydrothermal Au- PGE (±U) mineralisation encountered at the Coronation Hill (4.85Mt @ 4.31 g/t Au, 0.65 g/t Pd and 0.19 g/t Pt), Gold Ridge and Sargents North deposits found elsewhere in the PCO. The presence of suitable host structures and stratigraphy (particularly carbonaceous units), proximity to high-heat producing intrusions and spatially related uranium and gold mineralisation is suggestive of potential for this style of deposit. Despite the potential for the area to host various styles of gold mineralisation, exploration since the early 1970s has been sporadic and geographically limited. Only two phases of work during the past fifty years have involved significant field activities with several other operators having conducted only cursory exploration, field reconnaissance and data review. During the late 1980s Newmont Australia identified the Donkey Hill gold prospect from several grab samples with results up to 50.8 g/t Au and 13.7 g/t Au from different veins. Follow-up trenching recorded five-metre composite 12 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 chip samples up to 6.68 g/t Au. This work led to a short Reverse Circulation (“RC”) drilling programme (four RC holes totalling 244m) with a best intercept of 2m @ 3.10 g/t Au from 28m in hole RCD-3. No further work of significance was undertaken in the area until Rum Jungle Resources proceeded with an airborne magnetic, radiometric and electro-magnetic survey in the late 2000s, which was followed up by field reconnaissance and a geochemical soil survey of 665 samples. Grab samples of up to 61.2 g/t Au from veins at the Donkey Hill prospect and 0.27 g/t Au from a large outcropping quartz vein 3.8 km to the north of Donkey Hill, highlighted the prospectivity of the broader “Annaburroo Dome”. This work was followed-up with six RC holes for a total of 666m designed to test parts of the Donkey Hill prospect and three geophysical anomalies approximately 5km to the north. The results of this drilling were equivocal, particularly given the earlier successful Newmont drilling results, with a best intercept of 5m @ 0.35 g/t Au from 86m in hole DHRC003. The Company recognises that the Annaburroo Gold Project is highly prospective for the discovery of orogenic gold systems. This is underpinned by the underexplored nature the licence area, which is characterised by highly prospective bedrock and potential host structures. The widespread post- mineral cover and the very limited drill testing to date suggests there is opportunity for gold deposits to have been overlooked in earlier exploration. Almost all of the previous drill-testing occurred in a limited area at the Donkey Hill gold prospect. Money Shoal Basin Donkey Hill Quest 32 Anomoly G1 Pine Creek Orogen Quest 31 Quest 33 EL32140 ARNHEM HIGHWAY JIM JIM ROAD 13 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 Post Year End Developments Panther Metals On 9 January 2020 Panther Metal’s shares were admitted to trading on the Main Market of the London Stock Exchange raising £823,000 (before expenses). The Company will use the net placing proceeds to provide loans to its subsidiaries to fund their exploration activities, to finance general and administrative functions at its office in London and to provide funds for the Company to evaluate and execute future acquisition opportunities. Panther Canada On 18 February 2020 applications for four exploration permits covering the Big Bear Gold Project were and a geophysical contractor has visited the Project in order to plan the logistics for a drone based airborne magnetic geophysics survey of the Project. Panther Australia The single licence area, known as the Annaburroo Gold Project was granted on 6 February 2020 and on 10 February 2020 Dr David Groves accepted his appointment to the board of Panther Australia. Dr David Groves is Ex-President of the Society of Economic Geologists (SEG), Geological Society of Australia (GSA) and Society for Geology Applied to Mineral Deposits (SGA). Key Performance Indicators The key performance indicators are set out below: 31-Dec-19 £ 31-Dec-18 £ Change % Net Asset value 414,226 287,519 73% Since the Company’s listing on the Main Market of the London Stock Exchange the share price and market capitalisation of the Company come into focus and will form part of the key performance indicators monitored by management. At the year end the Company was still listed on NEX. 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 US, Canadian and Australian dollars, whilst the Group has raised capital in £ Sterling The Group will incur exploration costs in US, Canadian and Australian Dollars but it has raised capital in £Sterling. Fluctuations in exchange rates of the US dollar, Canadian dollar and Australian 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 recourses 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 in the event that it wishes to commercially exploit any mineral resource discovered as a result of its exploration activity. The Group has budget 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. 14 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 Even is 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 for 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 The Company successfully raised £823,000 through the Placing and Admission of its shares to the Main Market of the London Stock Exchange on 9 January 2020 and successfully raised pre-IPO funds of £130,000 in July 2019. 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. As at the year-end date the Group had total cash reserves of £6,328 (2018: £69,517) comprising cash at bank of £6,328 (2018: £1,247) and cash held by a related party of £nil (2018: 68,270) whilst new banking arrangements were being finalised. The directors are aware of the reliance on fundraising within the next 12 months and the material uncertainty this presents but having reviewed the Group’s working capital forecasts they believe the Group is well placed to manage its business risks successfully providing the fundraising is successful. The financial statements have been prepared on a going concern basis and do not include adjustments that would result if the Group was unable to continue in operation. The Company has acted quickly to mitigate the short- term risk presented following the rapid spread of COVID-19 across the globe. The reduction in our cost base, combined with the restrictions on movement (directly effecting our ability to access our exploration property’s) leaves the business in a strong financial position in cash terms. The medium to long term effects of the virus are an unknown to us all but the Company will monitor developments across our portfolio and act accordingly. We note the positive impact on the gold price and we believe we are in a strong position should future opportunities arise. 15 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019 Stakeholder Engagement The Company did not retain any employees during the Reporting Period and therefore this stakeholder engagement statement does not make reference 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. Stakeholder Investors Their interests How we engage • Comprehensive review of financials • Regular reports and analysis on • Business sustainability • High standard of governance • Success of the business • Ethical behaviour • Awareness of long-term strategy and direction investors and shareholders • Annual Report • Company website • Shareholder circulars • AGM • RNS announcements • Press releases Regulatory Bodies • Compliance with regulations • Company website • Company reputation • RNS announcements • Insurance • Annual Report • Direct contact with regulators • Compliance updates at Board • Meetings • Consistent risk review Partners • Business strategy • Meetings and negotiations • Application of acquisition strategy • Reports and proposals • Dialogue with third party stakeholders where appropriate The stakeholder engagement statement should be read in conjunction with the full Strategic Report and the Company’s Corporate Governance Statement. 16 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2019 Chairman’s Overview The Group is not required to comply with the UK Code of Corporate Governance (“UK Code”), and compliance with the UK Code is being undertaken on a voluntary basis. However, the Directors recognise the importance of sound corporate governance and the Group does comply with 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 act in the best interests of the Group at all times. 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 act in the best interests of the Company at all times. 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 Nicholas O’Reilly as chair, Simon Rothschild and Kerim Sener 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, which comprises Kerim Sener as chair, Simon Rothschild and Kate Asling, and 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. 17 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2019 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 insuring 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 Office 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. Mitchell Smith Chief Operating Officer Prior to being appointed COO and Director of Panther Metals plc, Mitchell held increasingly senior capital market positions through his involvement with various mining groups including Global Cobalt Corp, International Barytex Resources and Petaquillla Copper Ltd. Mitchell is an accomplished executive and business development professional with deep experience and proven success developing and executing on corporate strategies, marketing relationships and maximising business opportunities for long term engagement and strategic relationships. Given his strong tenure in the industry, he has a profound understanding of the natural resources sector, capital markets and current market trends and has been successful in building companies in bull and bear market conditions. Mitchell was an early adopter and thought leader in the battery space recognising the proliferation and mainstream appetite for handheld smart devices, mobile phones and electrification of vehicles and understood the importance and critical role the metals associated with the market play. He has negotiated and structured off-take agreements for cobalt material and built relationships with downstream and intermediary battery manufacturers and facilitated commerce by arranging joint ventures, marketing and engineering and procurement construction contracts. Mitchell maintains a high personal visibility within the business community and ensures that effective communication and appropriate relationships are maintained within associated company’s shareholders and other stakeholders. Within organisations, Mitchell is involved with, he has fostered a culture of clear direct communication and provides strong and effective leadership establishing and maintaining an effective means of control and coordination for all business operations and activities. Mitchell is also a director of TSXV listed Global Energy Metals Corporation (GEMC) and Sceptre Ventures Inc. (SVP). Kerim Sener Non-Executive Chairman Kerim graduated from the University of Southampton with a first-class BSc (Hons) degree in Geology in 1997 and from the Royal School of Mines, Imperial College, with an MSc in Mineral Exploration in 1998. After working in gold exploration and mining in Zimbabwe, he completed a PhD at the University of Western Australia in 2004 and worked on a variety of projects in Western Australia and the Northern Territory. Since then he has been responsible for the discovery of over 3.8 Moz of gold in eastern Europe. In particular he has been instrumental in the development of an active gold mine in Turkey with Ariana Resources plc. Kerim has a keen interest in the interface between industry and development of new technologies and exploration models to enhance exploration success. Kerim is a director of a number of companies including Ariana Resources plc, the AIM quoted exploration and development company and Matrix Exploration Pty. Ltd., a mineral exploration consultancy. He is also an Adjunct Research Associate at the Centre for Exploration Targeting, University of Western Australia. 18 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2019 specialized 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 Quartz Investment Management Company Limited, a Technology Accelerator Fund, and 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. Kate Asling Non-Executive Director Kate studied History at University before setting her sights on a career in Finance. Kate began her career at PKF Littlejohn (formerly Littlejohn Frazer) in 2001 as an auditor of SMEs and obtained her accountancy qualification in 2005 becoming a member of the Association of Chartered Certified Accountants. In 2006 Kate transitioned from the audit team into Corporate Finance team and spent a further two years working on AIM IPOs and due diligence transactions before leaving to join RSM’s (formerly Baker Tilly) London Transaction Services Team in January 2008. Kate has worked on over 30 transactions as reporting accountant or due diligence provider across a number of different sectors including natural resources. Kate worked on the AIM IPO of Greenvale AP, Mountfield Building Group Plc, Bilby Plc, African Resources PLC and Fox Marble Plc. Kate was also part of the buy side advisory team in the sale of HMV to Waterstone’s. In 2017 Kate incorporated her own consultancy business and currently provides accounting, financial modelling and consultancy services across a broad range of sectors including food manufacturing, retail and natural resources. By order of the Board Darren Hazelwood Chief Executive Office 29 April 2020 He has previously been a non-executive Director at one ASX and two TSX(-V) listed gold exploration companies. Kerim is a Fellow of The Geological Society of London, Member of The Institute of Materials, Minerals and Mining, a member of the Society of Economic Geologists and a member of the Chamber of Geological Engineers in Turkey. Nicholas O’Reilly Non-Executive Director Nicholas is an experienced exploration geologist and consultant having worked for over 14 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 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 a number of private companies including Mining Analyst Consulting Ltd and Treasure Island Resources Ltd. He is currently the Co-Chairman & Treasurer of the Association of Mining Analysts (AMA), 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. 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 19 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019 20 COMPLIANCE WITH THE QCA CODE OF PRACTICE FOR THE YEAR ENDED 31 DECEMBER 2019 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. 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. 21 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019COMPLIANCE WITH THE QCA CODE OF PRACTICE FOR THE YEAR ENDED 31 DECEMBER 2019 Principle Five: Maintain the board as a well- functioning, balanced team led by the Chairman. Kerim Sener, 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. Kerim Sener, 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 17. 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 page 18 to 19. 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. On 10 February 2020 Dr David Groves accepted his appointment to the board of Panther Australia. Dr David Groves is Ex-President of the Society of Economic Geologists (SEG), Geological Society of Australia (GSA) and Society for Geology Applied to Mineral Deposits (SGA). 22 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019COMPLIANCE WITH THE QCA CODE OF PRACTICE FOR THE YEAR ENDED 31 DECEMBER 2019 Principle Seven: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement. 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, Kerim Sener, 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. 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. The Board, in response to the rapid and global spread of COVID-19, has temporarily suspended all service provider contracts (where possible) to protect the health of our contractors and their families. In Australia the licences held are both located in a region containing vulnerable aboriginal communities, fieldwork is therefore currently suspended to protect such communities. 23 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019DIRECTOR’S REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 The Directors present their report together with the audited financial statements for the year ended 31 December 2019. 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, who served throughout the period and to the date of this report, are as follows: Simon Rothschild Darren Hazelwood (Appointed on 9 March 2018) Mitchell Patrick Smith (Appointed on 9 March 2018) Nicholas John O’Reilly (Appointed on 9 March 2018) Ahmet Kerim Sener (Appointed 17 August 2018) Kate Asling (Appointed 4 December 2018) 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 17. Substantial Shareholders The Directors are aware of the following shareholdings of 3% or more of the issued share capital of the Company as of 24 April 2020: Jim Nominees Limited Share Nominees Ltd Darren Hazelwood Hargreaves Lansdown (Nominees) Limited Thomas Grant and Company Nominees Limited Ahmet Kerim Sener Cityscape Asset Pty Ltd Gemelli Nominees Pty Ltd Pershing Nominees Limited Number of Ordinary Shares % of Share Capital 11,667,787 24.28% 4,776,518 3,943,333 2,606,748 2,983,364 1,730,795 1,696,858 1,696,858 1,646,032 9.94% 8.20% 5.42% 6.21% 3.60% 3.53% 3.53% 3.42% 24 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019 DIRECTOR’S REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 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 in order to retain the right calibre of Director without paying more than is necessary. The Company has acted quickly to mitigate the short- term risk presented following the rapid spread of COVID-19 across the globe. The reduction in our cost base, combined with the restrictions on movement (directly effecting our ability to access our exploration property’s) leaves the business in a strong financial position in cash terms. 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 medium to long term effects of the virus are an unknown to us all but the Company will monitor developments across our portfolio and act accordingly. We note the positive impact on the gold price and we believe we are in a strong position should future opportunities arise. The Company did not make any political or charitable donations during the reporting period (2018: nil). Internal Control Financial Risk Management Objectives and Policies Details of the Group’s financial risk management objectives and policies are set out in note 17 to these financial statements. Going Concern The Company successfully raised £823,000 through the Placing and Admission of its shares to the Main Market of the London Stock Exchange on 9 January 2020 and successfully raised pre-IPO funds of £130,000 in July 2019. 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. As at the year-end date the Group had total cash reserves of £6,328 (2018: £69,517) comprising cash at bank of £6,328 (2018: £1,247) and cash held by a related party of £nil (2018: 68,270) whilst new banking arrangements were being finalised. The directors are aware of the reliance on fundraising within the next 12 months and the material uncertainty this presents but having reviewed the Group’s working capital forecasts they believe the Group is well placed to manage its business risks successfully providing the fundraising is successful. The financial statements have been prepared on a going concern basis and do not include adjustments that would result if the Group was unable to continue in operation. 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 29 April 2020 25 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019STATEMENT OF DIRECTOR’S RESPONSIBILITIES FOR THE YEAR ENDED 31 DECEMBER 2019 Statement of Directors’ 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 International Financial Reporting Standards (IFRSs) as adopted by the European Union. 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 director’s 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. Auditors Keelings Ltd has signified its willingness to continue as independent auditors to the Company. 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. 26 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019DIRECTOR’S REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 Darren Hazelwood, Chief Executive Officer, and Mitchell Smith, Chief Operating Officer, have entered into service agreements with the Company, which were 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 . Other Matters 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. 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. Recruitment Policy Base salary levels take into account 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. 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, taking into account the interests of shareholders and the performance of the Company and directors. The items included in the Directors’ Remuneration Report are audited unless otherwise stated. Statement of Panther Metals plc’s policy on Directors’ remuneration by the Chief Executive Officer As Chief Executive Officer, I am pleased to introduce our Directors’ Remuneration Report. The Directors’ Remuneration Policy, which is set out on pages 27 to 31 of this report, will be submitted to shareholders for approval at the 2020 AGM. A key focus 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. The Remuneration Committee which comprises Kerim Sener as Chairman, Nicholas O’Reilly and Simon Rothschild, will meet at least once a year. Directors’ remuneration is fixed although Board meetings are held where the remuneration of directors is considered. 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 • Share Incentive arrangements 27 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019DIRECTOR’S REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 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 Directors’ service agreements are 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 D Hazelwood M Smith Date of service agreement Notice period by Company (months) Notice period by director (months) 6 January 2020 6 January 2020 3 months 3 months 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: Date of letter of appointment Current term (years) Notice period by Company (months) Notice period by director (months Name A K Sener 6 January 2020 S Rothschild 6 January 2020 N O’Reilly K Asling 6 January 2020 6 January 2020 6 6 6 6 3 months 3 months 3 months 3 months 3 months 3 months 3 months 3 months 28 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019DIRECTOR’S REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 Executive Directors’ Remuneration – audited Executive Directors’ remuneration consists of fees paid to Directors as follows: D Hazelwood M Smith M Subramaniam (resigned 30 November 2018) Year ended 31 December 2019 £ Year ended 31 December 2018 £ 30,000 26,244 - 12,000 26,248 31,369 In the year ended 31 December 2018 M Smith received fees totalling £4,375 attributable to services provided prior to being appointed as a director. and M Subramaniam received a redundancy payment of £21,875 in March 2018 and a further payment £3,600 in November 2018. Non-Executive Directors’ Remuneration – audited Non-Executive Directors’ remuneration consists of fees paid to the Non-Executive Directors as follows: A K Sener S Rothschild N O’Reilly K Asling Year ended 31 December 2019 £ Year ended 31 December 2018 £ 17,748 12,000 12,000 12,000 4,310 12,750 12,000 - 29 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019DIRECTOR’S REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 Directors Beneficial Share Interests – audited On 14 November 2019 the Company passed a resolution consolidating every 20 old ordinary shares (“Old Ordinary Shares”) into one new ordinary share (“Ordinary Shares”) (the “Share Consolidation”), resulting in 33,513,302 Ordinary Shares being in issue. The beneficial interests in the Company’s shares of the Directors and their families were as follows: D Hazelwood A K Sener S Rothschild N O’Reilly M Smith K Asling Held at 31 December 2019 Held at 31 December 2018 Ordinary Shares No Old Ordinary Shares No Ordinary Shares No Old Ordinary Shares No 3,443,333 1,730,795 333,333 333,333 41,667 - 68,866,667 34,615,902 6,666,667 6,666,667 833,333 - 25,000,000 34,615,902 - - - - 50,000,000 - - - - - D Hazelwood subscribed for 500,000 new Ordinary Shares and K Asling subscribed for 100,000 new Ordinary Shares as part of the Placing on 9 January 2020. 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. Share Options (May 2018) D Hazelwood M Smith N O’Reilly Bonus Options (May 2018) D Hazelwood M Smith N O’Reilly Subscription Warrants (July 2019) D Hazelwood S Rothschild N O’Reilly M Smith Held at 31 December 2019 Held at 31 December 2018 - 500,000 - 250,000 500,000 250,000 500,000 1,000,000 250,000 - 250,000 500,000 693,333 333,333 83,333 41,667 1,151,666 250,000 500,000 250,000 1,000,000 - - - - - 30 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019DIRECTOR’S REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 On 10 May 2018, 20,000,000 options were granted and are exercisable at 0.2 pence per share and became exercisable six months after their grant. They can be exercised at any time between this date and to the day before the third anniversary of their grant. Following the Share Consolidation the number of options issued has reduced to 1,000,000 options and the exercise price has been rebased to 4 pence per Ordinary Share. On 10 May 2019 the Company issued 10,000,000 Old Ordinary Shares on the exercise of 10,000,000 options at an exercise price of 0.2p per share. This entitled the option holders to one new bonus option with an exercise price of 0.5 pence each, expiring at the same date as the original options. As at 31 December 2019 and following the Share Consolidation the remaining share options held by directors reduced to 1,000,000 options exercisable at a rebased price of between 4 pence and 10 pence per Ordinary Share. On 22 July 2019 the Company issued 43,333,332 warrants in connection with a fundraisings to acquire Old Ordinary Shares (“Subscription Warrants”), such warrants being exercisable at a price of 0.3p per Old Ordinary Shares. Following the Share Consolidation these warrants have reduced in number to 2,166,666 warrants and the exercise price has been rebased to 6 pence per Ordinary Share. On 9 January 2020, the Placing involved the issuance of 13,716,666 Ordinary Shares with warrants attached on a one for one basis, resulting in the creation of 13,716,666 warrants (“Placing Warrants”) at an exercisable price of 12 pence per Ordinary Share at any time from Admission until the second anniversary of Admission. D Hazelwood holds 500,000 Placing Warrants and K Asling holds 100,000 Placing Warrants. 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 2019: Year ended 31 December 2019 Distributions to shareholders £ Total director pay £ Operational cash outflows £ nil 109,992 185,347 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. 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. Approved on behalf of the Board of Directors. Dr Kerim Sener Chairman of the Remuneration Committee 29 April 2020 31 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF PANTHER METALS PLC FOR THE YEAR ENDED 31 DECEMBER 2019 Opinion 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 incurred a loss of £749,948 (2018 : £519,134) during the year ended 31 December 2019 and is still incurring losses. 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 audited the financial statements of Panther Metals PLC (the “Parent Company”) and its subsidiaries (the “Group”) for the year ended 31 December 2019 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 International Financial Reporting Standards (IFRSs) as adopted by the European Union. 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 2019 and of the Group’s loss for the year then ended; - have been properly prepared in accordance with IFRSs as adopted by the European Union; and - have been prepared in accordance with the requirements of the Isle of Man Companies Acts of 1931 to 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. Separate opinion in relation to IFRSs as issued by the IASB As explained in note 1.1 to the Group financial statements, the Group in addition to complying with its legal obligation to apply IFRSs as adopted by the European Union, has also applied IFRSs as issued by the International Accounting Standards Board (IASB). In our opinion the Group financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2019 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRSs as issued by the IASB. 32 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF PANTHER METALS PLC FOR THE YEAR ENDED 31 DECEMBER 2019 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 designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at 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 includes 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 identify 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. 33 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF PANTHER METALS PLC FOR THE YEAR ENDED 31 DECEMBER 2019 Key audit matter How our scope addressed this matter Measurement and valuation of Goodwill Goodwill arising on acquisition included in the accounts at excess of the cost of the acquisition over the fair value of the subsidiary’s identifiable assets and liabilities acquired. Impairment of goodwill. Measurement and valuation of investments The Parent Company holds investments in subsidiaries where a judgement is required when determining the accounting treatment. These investments cannot be agreed to third party market data and management has determined alternative approaches to ensure that these are appropriately valued at the year end. We obtained all the relevant documentations and checked the calculations. We have discussed the assumptions and justifications put forward by management in assessing the value, challenging where appropriate and considering whether there is any evidence that the goodwill may be impaired. As explained within the Strategic Report of the directors, the recoverability of the goodwill is largely dependent on many factors. We have discussed the assumptions determined by management in assessing the value, challenging where appropriate, as well as considering whether there is any evidence that investments may be impaired. Considering the adequacy of the disclosures made in the financial statements over this as a significant area of judgement. Valuation and impairment of exploration and evaluation assets Exploration and evaluation assets shall be assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount per IFRS6. In accordance with IFRS6 we reviewed the exploration and evaluation (E&E) assets for indication of impairment. We reviewed the directors’ assessment that there were no indicators of impairment present. We obtained evidence that all 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. 34 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF PANTHER METALS PLC FOR THE YEAR ENDED 31 DECEMBER 2019 Key audit matter How our scope addressed this matter Capitalisation of exploration and evaluation assets 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. 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. Going Concern The Group does not currently generate revenue and is dependent on further share issues in order to fund its activities. The directors must assess the uncertainty surrounding going concern that it is appropriate to prepare the accounts on a going concern basis, and ensure that any material uncertainty is adequately disclosed within the financial statements. 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 sufficient appropriate audit evidence to conclude that it has been capitalised appropriately. 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. The Group held £6,328 cash and cash equivalents at the year end, with £68,270 held in the bank account of a related party. We have obtained and reviewed the cash flow forecasts and working capital projections prepared by management. They show that the Group requires continued fundraising, following the successful fundraising in January 2020, to continue as a going concern for the foreseeable future. The ability of the Group to raise capital may be impacted by the COVID-19 pandemic and worldwide efforts to reduce the spread of the virus. As a result, the investment market has experienced a significant drop in its valuations. Given this, we consider there to be a material uncertainty with regard to going concern. We consider the disclosures in note 1.2 in the accounts regarding going concern to be sufficient. We have drawn specific attention to this in our audit report under “material uncertainty with regard to going concern”. 35 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF PANTHER METALS PLC FOR THE YEAR ENDED 31 DECEMBER 2019 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 and the Parent Company to be £37,500 which is based on the key indicator, being an average of 5% of the loss before tax. We believe the 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 financial statements should be 70% of materiality, amounting to £26,000. 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 £4,821 for Panther Metals (Canada) Ltd, £12,054 for Panther Metals Pty Ltd and £9,643 for Parthian Resources HK Ltd. 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. 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 Companies Act 1931 to 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. 36 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF PANTHER METALS PLC FOR THE YEAR ENDED 31 DECEMBER 2019 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 page 15; • Board’s confirmation that it has carried out a robust assessment of the e-merging and principal risks as set out on page 14 and 15; • The section of the annual report that describes the review of effectiveness of risk management and internal control systems as set out on page 25; and; • The section describing the work of the audit committee as set out on page 17. Responsibilities of directors As explained more fully in the Statement of Directors’ Responsibilities set out on page 26, 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: Extent to which the audit was considered capable of detecting irregularities, including fraud we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. Identifying and assessing potential risks related to irregularities In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: – enquiring of management, the Group’s Internal Audit function, the Group’s Security function, the Group’s Compliance Officer 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 noncompliance; – 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. 37 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF PANTHER METALS PLC FOR THE YEAR ENDED 31 DECEMBER 2019 Use of our report This report is made solely to the Company’s members, as a body in accordance with section 15 of the Companies Act 1982 (Isle of Man). 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 29 April 2020 As part of this discussion, we identified potential for fraud in the following areas: timing of recognition of commercial income, posting of unusual journals and complex transactions and manipulating the Group’s alternative performance profit 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. The key laws and regulations we considered in this context included Local Licensing Laws, Isle of Man Companies Acts, Listing Rules, Disclosure, Guidance and Transparency Rules, Employment Law, Health and Safety Legislation. A further description of our responsibilities for the audit of 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 Following the recommendation of the audit committee, we were appointed by the Board on 20 March 2020 to audit the financial statements for the year ending 31 December 2019 and subsequent financial periods. This is our first year of engagement. 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. 38 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019 39 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2019 Revenue Cost of sales Gross profit Administrative expenses Share-based payment charge IPO costs Settlement of financial liability through issue of shares Operating loss Finance income Loss on discontinued operations Loss before taxation Taxation Loss for the period Other comprehensive income Total comprehensive loss for the period Loss attributable to: Equity holders of the company: Continuing operations Discontinuing operations Year ended 31 December 2019 £ Year ended 31 December 2018 £ Notes 16 6 2 - - - (291,307) (153,524) (305,134) - (749,965) 17 - - - - (245,460) (227,151) - (16,000) (488,611) 315 (30,838) (749,948) (519,134) - - (749,948) (519,134) - - (749,948) (519,134) (749,948) - (749,948) (488,296) (30,838) (519,134) Basic and diluted loss per share (pence) 9 (2.39)p (2.34)p 40 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 DECEMBER 2019 Group Company As at 31 December 2019 £ As at 31 December 2018 £ As at 31 December 2019 £ As at 31 December 2018 £ Notes 4 10 11 12 13 14 15 16 553,656 316,966 - - 253,810 - 870,622 253,810 8,045 6,328 14,373 884,995 (470,769) (470,769) 414,226 75,458 1,247 76,705 330,515 (42,996) (42,996) 287,519 - - 635,333 635,333 231,136 1,582 232,718 868,051 (439,038) (439,038) 429,013 - 1 1 320,810 1,247 322,057 322,058 (34,539) (34,539) 287,519 1,958,071 1,184,331 1,958,071 1,184,331 342,793 246,878 342,793 246,878 (1,886,638) (1,143,690) (1,871,851) (1,143,690) 414,226 287,519 429,013 287,519 Non-current assets Goodwill Exploration and evaluation assets Investments Total non-current assets Current assets Receivables Cash at bank and in hand Total current assets Total assets Current liabilities Trade and other payables Total liabilities Net assets Capital and reserves Called up share capital Share-based payment reserve Retained losses Total equity The financial statements of Panther Metals plc, registered number 009753V (Isle of Man), were approved by the board of directors and authorised for issue on 29 April 2020. They were signed on its behalf by: D Hazelwood Chief Executive Officer 41 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019 CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2019 Group Company As at 31 December 2019 £ As at 31 December 2018 £ As at 31 December 2019 £ As at 31 December 2018 £ Notes Cash flows from operating activities Loss for the financial year (749,948) (519,134) (728,161) (519,735) Adjusted for: Interest received Share-based payment charge Settlement of financial liability through issue of shares Impairment of investment in subsidiary Foreign exchange (Increase)/decrease in receivables 7 16 16 11 Increase in cash held by related party shown as receivables See below* Increase/(decrease) in payables Net cash used in operating activities Investing activities Interest received Incorporation of subsidiary Cash spent on exploration activities Cash received on acquisition of a subsidiary Net cash generated from/(used in) investing activities Financing activities Proceeds from issuing shares Proceeds from directors exercising share options Net cash generated from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year *Cash held by a related party (17) 153,524 - - (1,485) (857) 68,270 345,166 (185,347) 17 - (41,265) 81,676 (315) 227,151 16,000 - - (2,652) (68,270) 38,342 (308,878) 315 - (52,190) - 40,428 (51,875) - 153,524 - - 41,403 68,270 315,299 (149,665) - - - - - (315) 227,151 16,000 181 - (36,142) (68,270) 30,536 (350,594) 315 (1) - - 314 15 130,000 20,000 300,000 - 130,000 20,000 300,000 - 150,000 300,000 150,000 300,000 5,081 1,247 6,328 (60,753) 335 (50,280) 62,000 1,247 1,247 1,582 51,527 1,247 As at 31 December 2018 the Company was in the process of finalising new banking arrangements and as such the Company’s cash balance of £68,270 was held by a related party. This does not meet the definition of cash or cash equivalents and has therefore been shown separately within other receivables. 42 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2019 Group Balance at 1 January 2018 Loss for the year Total comprehensive loss for the year Transactions with owners of the company Share issues Shares issued to acquire exploration and evaluation assets Issue of ordinary shares as consideration for professional fees Fair value of shares issued to settle financial liability Other transactions Credit relating to equity-settled share-based payments Balance at 31 December 2018 Loss for the year Total comprehensive loss for the year Transactions with owners of the company Shares issued Shares issued to acquire exploration and evaluation assets Shares issued to acquire a subsidiary Shares issued upon directors exercising share options Other transactions Debit relating to equity-settled share-based payments Subscription warrants issued Balance at 31 December 2019 Notes 15 15 15 15 16 15 15 15 15 16 16 Share capital £ 669,438 - - 300,000 181,893 15,000 18,000 514,893 Share based payment reserve £ - - - - - - - - - 246,878 Retained losses £ (624,556) (519,134) (519,134) - - - - - - Total £ 44,882 (519,134) (519,134) 300,000 181,893 15,000 18,000 514,893 246,878 1,184,331 246,878 (1,143,690) 287,519 - - 130,000 7,647 545,332 90,761 - - - - (70,761) 773,740 (70,761) - - 1,958,071 (29,663) 196,339 342,793 (742,948) (742,948) (742,948) (742,948) - - - - - - - (1,886,638) 130,000 7,647 545,332 20,000 702,979 (29,663) 196,339 414,226 43 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2019 Balance at 1 January 2018 Loss for the year Total comprehensive loss for the year Transactions with owners of the company Share issues Shares issued to acquire exploration and evaluation assets Issue of ordinary shares as consideration for professional fees Fair value of shares issued to settle financial liability Other transactions Credit relating to equity-settled share-based payments Balance at 31 December 2018 Loss for the year Total comprehensive loss for the year Transactions with owners of the company Shares issued Shares issued to acquire exploration and evaluation assets Shares issued to acquire a subsidiary Shares issued upon directors exercising share options Other transactions Debit relating to equity-settled share-based payments Subscription Warrants issued Notes 15 15 15 15 16 15 15 15 15 16 16 Balance at 31 December 2019 1,958,071 Share capital £ 669,438 - - 300,000 181,893 15,000 18,000 514,893 Share based payment reserve £ - - - - - - - - 246,878 Retained losses £ (623,955) (519,735) (519,735) - - - - - - Total £ 45,483 (519,735) (519,735) 300,000 181,893 15,000 18,000 514,893 246,878 1,184,331 246,878 (1,143,690) 287,519 - - 130,000 7,647 535,332 90,761 - - - - - (70,761) 773,740 (70,761) - - (29,663) 196,339 342,793 (728,161) (728,161) (728,161) (728,161) - - - - - - - (1,871,851) 130,000 7,647 535,332 20,000 702,979 (29,663) 196,339 429,013 44 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 1.3 Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertaking. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. All business combinations are accounted for using the acquisition method of accounting. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. 1.4 Foreign currencies Functional and presentation currency The consolidated financial statements are presented in Pounds Sterling, which is the Group’s presentation currency and the functional currency of the holding company Panther Metals PLC. Items included in the financial statements of the subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). In the year ended 31 December 2018 the functional currency of the Company’s subsidiary, Lonnus was the Malaysian Ringgit (RM) which was the currency of the environment in which the company principally operated in during this time. The subsidiary is now dormant. The functional currency of Panther Canada is the Canadian Dollar (CAD) which is the currency of the environment in which the subsidiary operates. The functional currency of Panther Australia and its wholly owned non trading subsidiary Parthian Resources (HK) Limited is the Australian Dollar (AUD) which is the currency of the environment in which the trading subsidiary operates. Transactions and balances The assets and liabilities of the Company’s foreign operations are translated at exchange rates prevailing on the date of the accounts. Income and expense items are translated at exchange rates ruling at the date of the transactions. Exchange differences arising, if any, are classified as income or as expenses in the period in which they arise. 1. Accounting policies 1.1 Basis of preparation Panther Metals plc is a public limited company incorporated the Isle of Man. The consolidated financial statements of Panther Metals plc and its subsidiaries (together, “the Group”) are presented as required by the Companies Act 1982 (Isle of Man). As permitted by that Act, the financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The financial statements have been prepared on the historical cost basis. The principal accounting policies that have been adopted by the Company in the preparation of these financial statements are set out below and have been consistently applied to all periods presented. 1.2 Going concern The Company successfully raised £823,000 through the Placing and Admission of its shares to the Main Market of the London Stock Exchange on 9 January 2020 and successfully raised pre-IPO funds of £130,000 in July 2019. As a junior exploration company, the Directors are aware that the Company must seek funds from the market in the next 12 months to meet its investment and exploration plans and to maintain its listing status. A successful fundraising presents a material uncertainty that may cast doubt on the Group’s ability to continue to operate as planned and to pay its liabilities as they fall due for a period not less than twelve months from the date of this report. As at the year-end date the Group had total cash reserves of £6,328 (2018: £69,517) comprising cash at bank of £6,328 (2018: £1,247) and cash held by a related party of £nil (2018: 68,270) whilst new banking arrangements were being finalised. The directors are aware of the reliance on fundraising within the next 12 months and the material uncertainty this presents but having reviewed the Group’s working capital forecasts they believe the Group is well placed to manage its business risks successfully providing the fundraising is successful. The financial statements have been prepared on a going concern basis and do not include adjustments that would result if the Group was unable to continue in operation. The Company has acted quickly to mitigate the short-term risk presented following the rapid spread of COVID-19 across the globe. The reduction in our cost base, combined with the restrictions on movement (directly effecting our ability to access our exploration property’s) leaves the business in a strong financial position in cash terms. The medium to long term effects of the virus are an unknown to us all but the Company will monitor developments across our portfolio and act accordingly. We note the positive impact on the gold price and we believe we are in a strong position should future opportunities arise. 45 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 1.5 Exploration and evaluation assets Exploration and evaluation assets represent the cost of acquisitions by the Group of rights and licenses. All costs associated with the exploration and investment are capitalised on a project-by-project basis, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads and these assets are not amortised until technical feasibility and commercial viability is established. If an exploration project is successful, the related expenditures will be transferred to mining assets and amortised over the estimated life of the reserve. Where a licence is relinquished or a project abandoned, the related costs are written off. The recoverability of all exploration and development costs is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof. 1.6 Investments Investments are stated at cost less any provision for impairment. 1.7 Trade and other receivables Trade and other receivables are carried at original invoice amount less provision made for impairment of these receivables. A provision for impairment of trade and other receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the assets’ carrying amount and the recoverable amount. Provisions for impairment of receivables are included in the income statement. 1.8 Trade and other payables Trade and other payables represent liabilities for goods and services provided to the Company prior to the financial year, which are unpaid. Current liabilities represent those amounts falling due within one year. 1.9 Taxation Deferred tax is provided in full using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination, which at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates that are expected to apply when the related deferred tax asset is realised or when the deferred tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. 1.10 Equity instrument An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recognised as the proceeds received, net of direct issue costs. The costs of an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that would otherwise have been avoided. The Company’s ordinary shares are classified as equity instruments and are shown within the share capital and the share premium reserves. 1.11 Share based payments For such grants of share options, the fair value as at the date of grant is calculated using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that are likely to vest. For cash liabilities settled by issuing shares the fair value as at the date of issue is deemed to be the market value of the shares issued. The share-based payments reserve is used to recognise the value of equity-settled share-based payments, see to note 16 for further details. 46 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 1.12 New IFRS standards and interpretations not applied There were no IFRS standards or IFRIC interpretations adopted for the first time in these financial statements that had a material impact on the Group/Company’s financial statements. At the date of approval of these financial statements, the following Standards and Interpretations which may be applicable to the Group, but have not been applied in these financial statements, were in issue but not yet effective. Standard Details of amendment IFRS 3 Business Combinations • Definition of a Business: The amendments: • confirmed that a business must include inputs and a process, and clarified that: - the process must be substantive; and - the inputs and process must together significantly contribute to creating outputs. • narrowed the definitions of a business by focusing the definition of outputs on goods and services provided to customers and other income from ordinary activities, rather than on providing dividends or other economic benefits directly to investors or lowering costs; and added a test that makes it easier to conclude that a company has acquired a group of assets, rather than a business, if the value of the assets acquired is substantially all concentrated in a single asset or group of similar assets. Effective date 1 January 2020 IAS 1 Presentation of Financial Statements Disclosure Initiative: The amendments clarify and align the definition of ‘material’ and provide guidance to help improve consistency in the application of that concept whenever it is used in IFRS Standards. IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors Disclosure Initiative: The amendments clarify and align the definition of ‘material’ and provide guidance to help improve consistency in the application of that concept whenever it is used in IFRS Standards. 1 January 2020 1 January 2020 The Group does not anticipate that the adoption of these standards will have a material effect on its financial statements in the year of initial adoption. 2. Critical accounting estimates and judgements The preparation of financial statements in conformity with International Financial Reporting Standards, as adopted by the EU, requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Although these estimates are based on management’s best knowledge of current events and actions, actual results ultimately may differ from those estimates. Share-based payments The Company issued share options to certain Directors and to professional advisers. The Black-Scholes model is used to calculate the appropriate cost for these options. The use of this model to calculate a cost involves using a number of estimates and judgements to establish the appropriate inputs to be entered into the model, covering areas such as the use of an appropriate interest rate and dividend rate, exercise restrictions and behavioural considerations. A significant element of judgement is therefore involved in the calculation of the cost. Exploration and evaluation assets The fair value of the Big Bear Gold Project licenses cannot be reliably estimated. The licence area is at the very early stages of exploration and whilst historical data, geophysics, exploration of the surrounding area and other mining operations along the greenstone belt exist, until any mineral deposits are fully understood the directors cannot determine its fair value reliably. The directors have therefore chosen to value the licences by reference to the equity instruments granted and measured at the date of acquisition. The Group determines that exploration costs are capitalised at the point the Group has a valid exploration licence. The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including the level of potential resources and whether the Group’s licenses remain in good standing. The directors have given consideration to indicators of impairment as set out in IFRS 6 and do not believe any such conditions exist and therefore they have not carried out an impairment review. Where the directors identify indicators of impairment IFRS 6 requires an impairment test to be carried out in accordance with IAS 36. To the extent that it is determined in the future that this capitalised expenditure should be impaired, this will reduce profits and net assets in the period in which this determination is made. The directors believe that there are no other areas that involve a high degree of judgement or complexity, or areas where assumptions and estimates are significant to these financial statements. 47 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 Goodwill on acquisition The directors have assessed the fair value of the assets and liabilities of Panther Australia at the date of acquisition. In their assessment the directors have carried out a review of the subsidiaries exploration costs incurred prior to acquisition, that have been expensed to the income statement, and considered whether those costs should be capitalised in line with the Group’s exploration and evaluation asset accounting policy. The directors do not consider the exploration work carried out by Panther Australia, prior to acquisition, to be part of the Group’s current exploration strategy and do not believe these projects to be commercially viable or feasible. Exploration costs expensed to date have not been capitalised as assets upon acquisition and are therefore not included in the calculation of goodwill arising on acquisition as set out in note 4. 3. Segmental information Continuing activities On 9 March 2018 the Company proposed a new investment strategy seeking to invest in and/or acquire companies and/or projects within the natural resources sector focusing its search in Australia and North America. The new investment strategy was approved at the AGM and the directors now consider the natural resources sector to be the only business segment in which the Group will continue to operate. On 10 September 2018 Panther Canada completed its first acquisition of a prospective gold and metals project, known as the Big Bear Gold Project, located in north-western Ontario, Canada. Throughout the year ended 31 December 2019 the Group has acquired additional land extending the coverage of the Big Bear Gold Project from 69 individual claim units to 171 individual mining claims including the following; • • • • On 22 May 2019 it acquired additional ground known as Little Bear North immediately to the north of the Big Bear Gold Project On 28 May 2019 announced the acquisition of Big Duck Creek On 5 June 2019 the Little Bear Mine area, previously a patented claim wholly enclosed by the acquisition made on 22 May 2019, was transferred into the company On 23 September 2019 acquired four packages of mining claims, the Worthington Property; the Cook Lake Group: the Worthington Extension Group; and Hays Lake Group. As at 31 December 2019 the exploration and evaluation asset totalled £315,293 (2018: £253,810) relating to project expenditure. In the financial years to 31 December 2019 and 2018 Panther Canada did not record any turnover and recorded a loss of £2,453 (2018: £nil) attributable to administrative costs. All other expenses were capitalised and held as evaluation and exploration assets in accordance with the Group’s accounting policy. On 15 March 2019, the Company acquired Panther Australia, a business seeking mining and natural resource opportunities in Australia. Further details of the acquisition are provided in note 4. Panther Australia has a wholly owned non trading subsidiary, Parthian Resources (HK) Limited registered and domiciled in Hong Kong. Parthian Resources (HK) Limited did not record any turnover and recorded a loss of £2,770 due to administrative costs. On 22 October 2019 Panther Australia was granted its first exploration licence named the Marrakai Project and on 10 February 2020 it was awarded its second licence, named the Annaburroo Gold Project both located in the Northern Territory, Australia. As at 31 December 2019 the exploration and evaluation asset totalled £1,673 (2018: £nil) relating to project expenditure. Panther Australia has not recorded any turnover in the period from acquisition to 31 December 2019 and has recorded a loss of £3,465 attributable to administrative costs. Discontinued activities In the year to 31 December 2018 operations in Malaysia have ceased and operational expenditure in connection with the palm oil investment sector has been separately disclosed in the Statement of Comprehensive Income as discontinued operations of £30,838. This mainly consists of office and administrative costs incurred in Malaysia, a severance package paid to a director and project costs written off in the year. 48 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 Geographical segments The Group’s assets and liabilities are split by geographic location in the table below. As at 31 December 2019 Total assets Total liabilities Net assets As at 31 December 2018 Total assets Total liabilities Net assets Canada £ 315,293 (317,745) (2,452) Canada £ 253,810 (253,809) 1 Australia £ Hong Kong £ Isle of Man £ 81,903 (4,500) 77,403 1,358 (3,180) (1,822) 868,051 (439,038) 429,013 Australia £ Hong Kong £ Isle of Man £ - - - - - - 322,058 (34,539) 287,519 4. Acquisition of Panther Australia The fair value of the assets acquired and liabilities assumed were as follows: Goodwill on acquisition Cash and cash equivalents Fair value of issue and in-specie distribution Deferred consideration Group 884,995 (470,769) 414,226 Group 330,515 (42,996) 287,519 £ 553,656 81,676 635,332 £ 545,332 90,000 635,332 Panther Australia was acquired by the Company through the issue and in specie distribution of 99,151,520 Old Ordinary Shares fully paid and deferred consideration in the form of 1,500,000 Ordinary Shares fully paid and issued on 9 January 2020 as part of the Placing and Admission of the Company’s shares to trading on the Main Market of the London Stock Exchange. Panther Australia is a 100% wholly owned subsidiary of the Company. On 15 March 2019 the Old Ordinary Shares issued had a market value of £0.005 per share giving rise to consideration of £545,332. The shares issued as part of the Placing had a value of £0.06 per share giving rise to deferred consideration of £90,000. The fair value of the consideration totals £635,332 and the net assets of Panther Australia totalled £81,676 resulting in goodwill on acquisition of £553,656. Goodwill arising on acquisition represents the excess of the cost of the acquisition over the fair value of the subsidiary’s identifiable assets and liabilities acquired. Further details of the Directors’ assessment of the fair value of the subsidiary’s assets and liabilities is included in note 2. 49 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 5. Operating loss Operating loss has been arrived at after charging: Loss on foreign exchange Auditors remuneration – audit fees 6. Employees Year ended 31 December 2019 £ Year ended 31 December 2018 £ 1,485 18,000 386 9,000 There were no employees of the Group during the year. Director’s remuneration is separately disclosed in the Director’s Remuneration Report on page 27 to 31. 7. Finance income Interest income Bank interest received 8. Taxation Current tax Deferred tax Year ended 31 December 2019 £ Year ended 31 December 2018 £ 17 315 Year ended 31 December 2019 £ Year ended 31 December 2018 £ - - - - No reconciliation of the factors affecting the tax charge has been presented as the Company is incorporated in the Isle of Man which has a corporation tax rate of 0%. 9. Loss per share The basic loss per share for the period of 2.39p (2018: - 2.34p rebased following the Share Consolidation) is calculated by dividing the loss for the period by the weighted average number of Ordinary Shares in issue of 31,091,275 (2018: 443,366,101 Old Ordinary Shares rebased to 22,168,305 Ordinary Shares). Note 15 provides details of the share issues during the year ended 31 December 2019. There are 1,250,000 potentially issuable shares all of which relate to share options issued to Directors and professional advisers under option (see note 17), the weighted average number of potential ordinary shares in issue is 32,341,275 (2018: 488,366,101 Old Ordinary Shares rebased to 24,418,305 Ordinary Shares). Due to the losses for the period the diluted loss per share is anti-dilutive and therefore has been kept the same as the basic loss per share of 2.39p per share. The basic and diluted loss per share for discontinuing operations for the year is nil (2018: 0.14p rebased following the Share Consolidation). 50 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 10. Exploration and evaluation assets Group At 1 January 2019 Additions At 31 December 2019 Exploration and evaluation costs £ 253,810 63,156 316,966 On 10 September 2018 the Group completed the acquisition of a prospective gold and base-metals project, known as the Big Bear Gold Project, located in north-western Ontario, Canada. The total consideration for the acquisition comprised of cash payments totalling CAD$ 33,000 and the issuance of 19,146,664 Old Ordinary Shares. On 22 May 2019, Panther Canada acquired additional mining claims covering ground immediately to the north of the company’s Big Bear asset in Ontario, Canada. Part of the consideration for these mining claims was $10,000 of Company shares at the market price prevailing at that time. 1,176,470 Old Ordinary Shares were issued totalling £7,647. The fair value of the licenses cannot be reliably measured without further exploratory work carried out in the area covered by the licenses. As such the fair value has been determined by reference to the market price of the shares issued at the acquisition date (see note 16). This has been included within Exploration and Evaluation assets of £316,966 (2018: £253,810) noted above. None of the Group’s exploration and evaluation assets are owned by the Company. The technical feasibility and commercial viability of extracting a resource are not yet demonstrable in the above exploration and evaluation assets. When technical feasibility and commercial viability is established and the criteria is met they will be transferred to Property, Plant and Equipment. 11. Fixed asset investments Company Movements in fixed asset investments Cost At 1 January 2018 Addition Impairment At 31 December 2018 Additions At 31 December 2019 Net book value At 31 December 2019 At 31 December 2018 Investments in subsidiaries £ 181 1 (181) 1 635,332 635,333 635,333 1 51 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 11. Fixed asset investments (continued) As at 31 December 2018, the Company’s investment in its subsidiary company Malaysia – Lonnus (M) Sdn Bhd has been impaired and written down to £nil value resulting in an impairment charge of £181 in the company statement of comprehensive income. The subsidiary was incorporated in order to facilitate management of payments and receipts on behalf of the parent, however operations in Malaysia have ceased following the Company’s decision to change its investment strategy as discussed in note 3. On 29 August 2018, the Company acquired the entire issued share capital of Panther Canada, a company domiciled in Canada and specifically incorporated to acquire the Big Bear licenses. On 15 March 2019, the Company acquired the entire issued share capital of Panther Australia, a company domiciled in Australia and its wholly owned non-trading subsidiary Parthian Resources (HK) Limited. Panther Australia was acquired through the issue and in-specie distribution of 99,151,250 Old Ordinary Shares. The market price of the shares at that time was 0.55 pence giving rise to consideration of £545,332. Deferred consideration of £90,000 is also included in the investment total and represents 1,500,000 Ordinary Shares at 6 pence per share issued to Australian consultants as part of the Placing on 9 January 2020. The Company’s investments at the balance sheet date comprise ownership of the ordinary share capital of the following companies: Subsidiary Lonnus (M) Sdn Bhd Panther Metals (Canada) Ltd Panther Metals Pty Ltd Parthian Resources (HK) Ltd Ownership Country of Incorporation Nature of business 100% 100% 100% 100% Malaysia Canada Australia Hong Kong Dormant Exploration Exploration Non-trading The subsidiary companies use the Company’s business address of Eastways Enterprise Centre, 7 Paynes Park, Hitchin, Hertfordshire, SG5 1EH as their registered office. 12. Receivables Amounts falling due within one period Amounts due from subsidiaries Prepayments Other receivables Cash held by related party Group Company As at 31 December 2019 £ As at 31 December 2018 £ As at 31 December 2019 £ As at 31 December 2018 £ - 8,045 - - 8,045 - 6,438 750 68,270 75,458 224,449 6,687 - - 231,136 245,352 6,438 750 68,270 320,810 As at 31 December 2018 the Company was in the process of finalising new banking arrangements and as such the Company’s cash balance of £68,270 was held by a related party. This does not meet the definition of cash or cash equivalents and is shown separately within receivables. 52 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 13. Cash and cash equivalents Cash and cash equivalents comprise cash held at bank. At 31 December 2018 the Company was in the process of finalising new banking arrangements and as such the Company’s cash balance of £68,270 was held by a related party. This does not meet the definition of cash or cash equivalents and the balance is therefore shown within receivables, see note 12 above. 14. Trade and other payables Trade payables Accruals Deferred consideration (note 4) 15. Share capital Group Company As at 31 December 2019 £ As at 31 December 2018 £ As at 31 December 2019 £ As at 31 December 2018 £ 89,224 291,545 90,000 470,769 11,692 31,304 - 42,996 77,546 271,492 90,000 439,038 10,313 24,226 - 34,539 The table below presents the number of Old Ordinary Shares before the Share Consolidation and the new Ordinary Shares after for each equity transactions that occurred in the year ended 31 December 2019 and the comparative period to 31 December 2018. Allotted, issued and fully paid: At 1 January 2018 Share issue on 9 March 2018 Share issue on 13 April 2018 Share issue on 10 September 2018 As at 31 December 2018 Share issue on 18 March 2019 Share issue on 9 May 2019 Share issue on 22 May 2019 Share issue on 22 July 2019 As at 31 December 2018 Number of new Ordinary shares No Number of Old Ordinary shares No 9,022,917 180,458,336 15,000,000 300,000,000 850,000 957,333 17,000,000 19,146,664 Share Capital £ 669,438 300,000 33,000 181,893 25,830,250 516,605,000 1,184,331 4,957,563 99,151,250 500,000 10,000,000 58,823 1,176,470 2,166,666 43,333,332 545,332 90,761 7,647 130,000 33,513,302 670,266,053 1,958,071 On 9 March 2018 the Company issued 300,000,000 Old Ordinary Shares for 0.1 pence per share, raising £300,000. On 13 April 2018 the Company issued 15,000,000 Old Ordinary Shares as consideration for £15,000 of corporate advisory fees and 2,000,000 to settle a cash liability of £17,000. 53 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 15. Share capital (continued) On 11 May 2018, the Company obtained approval from its shareholders to amend the Articles of Association removing the limit of authorised share capital. On 10 September 2018, the Company completed the acquisition of the Big Bear Gold Project, in Ontario, Canada. Part of the consideration for the acquisition was the issuance of 19,146,664 Old Ordinary Shares at 0.3 pence totalling £181,893. Admission of the completion shares took place on 14 September 2018 and following this the issued ordinary share capital comprise 516,605,000 Old Ordinary Shares of no par value and remain so at 31 December 2018. On 15 March 2019 the Company acquired Panther Australia through the issue and in-specie distribution of 99,151,250 Old Ordinary Shares. The market price of the shares at that time was 0.55 pence totalling £545,332. On 9 May 2019 two Directors of the Company converted 5,000,000 0.2 pence options for a cash consideration of £20,000 under the share option scheme announced on 15 February 2018. On 22 May 2019, Panther Canada acquired additional mining claims covering ground immediately to the north of the company’s Big Bear asset in Ontario, Canada. Part of the consideration for these mining claims was $10,000 of Company shares at the market price prevailing at that time. 1,176,470 Old Ordinary Shares were issue totalling £7,647. On 22 July the Company issued 43,333,332 Old Ordinary Shares at a price of 0.3 pence per share in connection with a placing raising £130,000. 16. Share based payment transactions Equity settled share based payments The Share Consolidation had the effect of rebasing both the number of share options and warrants in issue at 31 December 2019 and the exercise prices as detailed below: Share Options May 2018 Bonus options September 2018 Warrants Subscription warrants Number of options no Weighted average exercise price (pence) Rebased number of options no Rebased Weighted average exercise price (pence) 10,000,000 10,000,000 5,000,000 25,000,000 0.2 0.5 0.3 0.3 500,000 500,000 250,000 1,250,000 43,333,332 0.3 2,166,666 4 10 6 7 6 On 9 March 2018, 20,000,000 share options were awarded to certain directors. The date of grant has been taken as 10 May 2018 being the date the options were approved at the delayed General Meeting. The options are exercisable at 0.2 pence per share and become exercisable six months after their grant. They can be exercised at any time between this date and to the day before the third anniversary of their grant. If the option holders exercised 50% or more of their options before the first anniversary of their grant, the holders received, upon exercise of each option, one new bonus option with an exercise price of 0.5 pence each, expiring at the same date as the original options. Following the Share Consolidation the May 2018 options are rebased to 1,000,000 share options exercisable at 4 pence per share and the bonus options are rebased to 1,000,000 share options at 10 pence per share. 500,000 options were exercised in the period entitling the holders to 500,000 bonus options. The remaining 500,000 bonus options were forfeited. 54 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 16. Share based payment transactions (continued) On 17 September 2018, 5,000,000 share options were granted to professional advisers in connection with the acquisition of the Big Bear Gold Project. The options are exercisable at 0.3 pence per share, vest immediately and expire on 17 September 2020. These options were rebased to comprise 250,000 options over Ordinary Shares exercisable at a price of 6 pence per share. On 22 July 2019 the Company issued 43,333,332 warrants (“Subscription Warrants”) in connection with a fundraising to acquire Old Ordinary Shares, such warrants being exercisable at a price of 0.3 pence per Old Ordinary Shares, vest immediately and are exercisable at any time up to 22 July 2021. These warrants were rebased to 2,166,666 warrants exercisable at a price of 6 pence per share. Options and warrants issued, cancelled and outstanding at the year end At 1 January 2019 No of options 1,000,000 1,000,000 250,000 Issued Forfeited Exercised - (500,000) (500,000) - - - - 2,166,666 May 2018 Bonus options September 2018 Subscription Warrants 500,000 500,000 250,000 2,166,666 2,250,000 2,166,666 (500,000) (500,000) 3,416,666 Options and warrants outstanding and exercisable at the year end At 31 Dec 2019 No of options Weighted average exercise price (pence) 4 10 6 6 6.4 May 2018 Bonus options September 2018 Subscription Warrants No of options, vested and exercisable Exercise price Weighted average contractual life (years) 500,000 500,000 250,000 2,166,666 4 10 6 6 1.36 1.36 0.72 2.56 Expiry date 10 May 2021 10 May 2021 17 Sept 2020 22 July 2022 A Black-Scholes model has been used to determine the fair value of the share options and warrants on the date of grant. The model assesses a number of factors in calculating the fair value. These include the market price on the date of grant, the exercise price of the share options, the expected share price volatility of the Company’s share price, the expected life of the options, the risk-free rate of interest and the expected level of dividends in future periods. For those options granted where IFRS 2 “Share-Based Payment” is applicable, the fair values were calculated using the Black-Scholes model. The inputs into the model were as follows: Date of grant May 2018 September 2018 Subscription Warrants Risk free rate Share price volatility Expected life Share price at grant date 1.30% 1.24% 0.53% 24.9% 31.0% 33.0% 3 years 2 years 2 years 0.009 0.010 0.008 The total charge to the consolidated statement of comprehensive income for the year to 31 December 2019 was £95,915 (2018: £227,151 and £19,727 has been capitalised as part of the acquisition cost of the Big Bear Gold Project and has been included within exploration and evaluation assets). 55 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 17. Financial instruments The following financial instruments were held at the balance sheet date: Financial assets Amounts due from related parties Other receivables Cash held by related party Cash and cash equivalents Financial liabilities Trade payables Accruals Deferred consideration Group Company As at 31 December 2019 £ As at 31 December 2018 £ As at 31 December 2019 £ As at 31 December 2018 £ - - - 6,328 6,328 89,224 291,545 90,000 470,769 - 750 68,270 1,247 70,267 11,692 31,304 - 42,996 224,449 245,352 - - 1,582 226,031 77,546 271,492 90,000 439,038 750 68,270 1,247 315,619 10,313 24,226 - 34,539 Financial risk management objectives In the normal course of its operations the Group is exposed to a variety of risks from both its operating and investing activities. The Group’s risk management is coordinated by the board of directors and focuses on actively securing the Group’s short to medium term cash flows. The main risks the Group is exposed to through its financial instruments are capital management risk, credit risk, market risk and liquidity risk. Capital risk management The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimisation of the equity balance. The capital structure of the Group consists of equity attributable to equity holders consisting of issued share capital, reserves and retained losses as disclosed in the Statement of Financial Position. Credit risk Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations. The Company has borrowings outstanding from its subsidiaries, the ultimate realisation of which depends on the successful exploration and realisation of the Group’s evaluation and exploration assets. Market risk The Group will incur exploration costs in US, Canadian and Australian Dollars but it has raised capital in £Sterling and it’s banking facilities are based in Australia. Fluctuations in exchange rates of the US dollar, Canadian dollar and Australian Dollar against £ Sterling may materially affect the Group’s translated results of operations. Historically the Group has been exposed to the exchange rate fluctuations of Pounds Sterling with the Malaysian Ringgit through its subsidiary Lonnus (M) Sdn Bhd. However a change in investment strategy has resulted in this operation being discontinued and as at 31 December 2019 there were no outstanding foreign currency balances with this entity. The Company does not enter into forward exchange contracts to mitigate the exposure to foreign currency risk as amounts paid and received in specific currencies are expected to largely offset one another and the currencies most widely traded are relatively stable. As the Group’s activities continue to develop the board of directors will monitor the exposure to foreign currency risk. No sensitivity analysis has been prepared on the basis that the effects are minimal. 56 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 17. Financial instruments (continued) Liquidity risk Liquidity risk is the risk the Group will not be able to meet its financial obligations as they fall due. The ultimate responsibility for liquidity risk management rests with the board of directors, which monitor’s the Company’s short, medium and long term funding and liquidity management requirements. The Company’s liquidity risk arises in supporting the exploration activities of its subsidiaries whilst also having sufficient resources to maintain the Company’s listing status and overheads. The board of directors maintains detailed working capital forecasts and exploration budgets to ensure sufficient resources exist to fund the Group’s short term plans. The board will seek to raise funds from share capital to fund its medium to long term plans. The Group’s financial liabilities, consisting of trade and other payables, were settled within four weeks of the year end. 18. Financial commitments The project licenses held by Panther Canada are subject to minimum spend requirements and in order to retain the licenses the Group is committed to spend CAD$28,800 in the next 12 months. The project licenses held by Panther Australia are subject to minimum spend requirements and in order to retain the licenses the Group is committed to the following expenditure. Marrakai Project Annaburroo Gold Project Year 1 AUD$ 12,500 17,500 30,000 Year 2 AUD$ 15,000 22,500 37,500 57 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 19. Related party transactions Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation. The Group has therefore elected not to disclose transactions between the Company and its subsidiaries, as permitted by IAS 24. As at 31 December 2018 the Company’s cash balance of £68,270 was held by a related party whilst banking arrangements were being finalised. KPA Consulting Limited, a company owned by Kate Asling, charged the Company £12,000 (2018: £7,000) in respect of accounting and consultancy services. Mining Analyst Consulting Limited, a company owned by Nicholas O’Reilly, charged Panther Canada £3,500 (2018: £nil) in respect of geological consultancy services. Haywood Sener Limited, a company owned by a person connected to a director, charged the Company £3,000 (2018: £6,936) in respect of website maintenance and development services. Directors’ remuneration is detailed within the Directors’ Remuneration Report on page 27 to 31. The fees paid to Directors were paid to the following service companies: Company Name Hazelwood Glass Limited CoMo Investment Solutions Matrix Exploration Pty Assendon Associates Ltd Mining Analyst Consulting Limited KPA Consulting Limited Director D Hazelwood M Smith K Sener S Rothschild N O’Reilly K Asling Year ended 31 December 2019 £ 30,000 26,244 17,748 12,000 12,000 12,000 109,992 Year ended 31 December 2018 £ 12,000 26,248 4,310 12,750 12,000 - 67,308 In the year ended 31 December 2018 M Subramaniam director fees of £5,894 were paid directly to him together with a redundancy payment of £21,875 in March 2018 and a further payment £3,600 in November 2018. 20. Subsequent events On 9 January 2020 the Company raised £823,000 (before expenses) following the placing of 13,716,666 Ordinary Shares at a price of 6 pence per share on the Main Market of the London Stock Exchange. A further 1,500,000 Ordinary Shares were issued to Australian consultants in connection with the acquisition of Panther Metals Pty Limited at Admission. Following admission the enlarged share capital consisted of 48,729,968 Ordinary Shares. A total of 1,483,492 warrants were issued to the Company’s brokers (“Bookrunner Warrants”) exercisable at a price of 6 pence per Ordinary Share and at any time from admission until the second anniversary of admission. At total of 13,716,666 warrants (“Placing Warrants”) were issued to participants in the Placing on a one for one basis. The Placing Warrants are exercisable at a price of 12 pence per Ordinary Share and at any time from admission until the second anniversary of admission. 58 PANTHER METALS PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2019Panther Metals PLC Eastways Enterprise Centre 7 Paynes Park, Hitchin, Hertfordshire, SG5 1EH United Kingdom +44 (0)1462 429743 info@panthermetals.co.uk www.panthermetals.co.uk 

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