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