ANNUAL REPORT AND
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
CONTENTS
STRATEGY AND PERFORMANCE
2
4
6
Highlights
Chairman’s Statement
Strategic Report
GOVERNANCE
33
38
40
42
44
Corporate Governance Statement
Compliance with the QCA Code of Practice
Directors’ Report
Statement of Directors’ Responsibilities
Directors’ Remuneration Report
INDEPENDENT AUDITOR’S REPORT
50
Independent Auditor’s Report
FINANCIAL STATEMENTS
58
59
60
61
62
63
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
1
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 HIGHLIGHTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Graphite Expansion
Significant graphite identified
and an increase in exploration
territory around the Awkward
Target for future exploration
2
VMS Discovery
Confirmed new volcanogenic
massive sulphide (VMS)
system and high-grade zinc
at the Obonga Project
Land Acquisitions
New claims at Scalp Lake
and Manitou Project,
targeting a variety of metals
including lithium and gold
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 Market Exposure
& Growth
- Gained stake in Fulcrum Metals at a
value of £1.745m post AIM listing
- Significant resource growth and
positive metallurgy at the 23.54%
owned Coglia Nickel-Cobalt Project
(Panther Metals Ltd -Australia)
- Maintained focus on commercial
discovery and global
partnership expansion
Financial
- £200,000 raised through
convertible notes and a drawdown
facility to finance exploration
without diluting equity
- Proactive financial strategy through
£150,000 unsecured drawdown
facility for further exploration
at the Glass Reef target
Board Updates
- Appointed two new Non-Executive
Directors to strengthen the
board’s expertise in corporate
finance and capital markets
3
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
The start of 2023 presented a significant milestone
for Panther, with the drill core assay results from
the Autumn 2022 drilling programme in Canada
confirming the discovery of a new volcanogenic
massive sulphide (“VMS”) mineral system at the
Obonga Project’s Survey Target. The discovery
coincided with further drilling success at Wishbone
with significant and high-grade zinc intersections
up to 11.65% Zn. Together the results confirmed
the Obonga Greenstone Belt as an emerging new
VMS and Base Metal Camp located only 75km east
of the former Mattabi/Sturgeon Lake Mining Camp
where five past producing mines were operated
by Noranda between 1972 to 1991. The drill assay
results also confirmed a wide intersection of flake
graphite at Obonga’s Awkward Target. Graphite,
like zinc, is on the Canadian Critical Minerals List,
with an identified supply risk fuelled by the high-
purity graphite demand for the rapidly growing
electric vehicle (“EV”) and energy storage industry.
Against a backdrop of cautious market sentiment around
the resource sector, Panther continued to advance and
grow the business in a top tier mining jurisdiction.
The year saw Panther increase potential exposure to
base and precious metals and to graphite. In a bid to
address the critical minerals deficit, with the addition of
claims over the Scalp Lake area at the Obonga, where
regional structural studies and government geochemical
datasets show high potential for various metals, including
lithium, rare-earths, uranium, copper, and gold. In
concert with the emerging graphite potential around the
Awkward prospect, an additional 7.25km2 of ground was
optioned over Awkward East. At the Manitou Project a
further 4.15km2 of claims were staked over two blocks
of exploration ground considered highly prospective
for gold. Whilst new Exploration Permit applications
were lodged on all three of the Company’s projects.
Over the same period Panther saw positive indirect
exposure to the commodity sector through significant
shareholdings in London listed Fulcrum Metals PLC and
Australia listed Panther Metals Ltd (‘Panther Australia’).
Following the sale of Panther’s Big Bear Project to
Fulcrum, their initial listing on London’s AIM market in
February 2023, saw Panther’s 20% stake in Fulcrum
(valued at £1.745M at the placing price), as well as
warrants, cash and a royalty.
4
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
Whilst the year-end 23.5% holding in Panther Australia
was supported by an active year that saw significant
developments at the Coglia Nickel-Cobalt Project in
Western Australia including successful metallurgical
testwork and the growth through drilling of its JORC
compliant Mineral Resource estimate from 70.6Mt
Inferred in 2023 to over 102Mt post period end.
These strategic investments contribute synergistically
to Panther’s overall business model. The diversified
portfolio ensures resilience against market fluctuations,
while the strategic positioning in different geographical
locations maximises exposure to valuable mining
markets and provides a source of potential liquidity.
In a year characterised by depressed equity capital
markets, and poorly performing share prices across
the mining sector, Panther was able to leverage the
company’s connections and credibility to raise £200,000
in August through the issue of convertible loan notes in
order to avoid dilution for shareholders and reflecting the
Board’s belief in the business’s undervaluation. Through
a further drawdown facility with existing shareholders in
late 2023 Panther secured a further unsecured draw-
down facility with existing shareholders for £150,000 to
facilitate drilling of the Glass Reef target at the Manitou
Lakes project. This alternative to equity financing,
accompanied by attached warrants at a premium,
showcases Panther’s proactive financial management.
At a board level we welcomed Tracy Weslosky and
Katherine O’Reilly as Non-Executive Directors in
November, following the stepping down of Mitchell
Smith and Kate Asling. Tracy and Katherine bring
diverse expertise in corporate finance, business
strategy, capital markets, and Canada based
investor relations. Mitchell and Kate were pivotal
in the establishment and growth of Panther, roles
for which they have our continued gratitude.
Panther remains committed to its vision of a commercial
discovery while maintaining a dynamic and flexible
approach. The Company’s robust and growing global
network of financial and industry partners is testament
to Panther CEO Darren Hazelwood’s unceasing
drive and professionalism. I thank and congratulate
Darren for his continued hard work and results; the
Company’s positive trajectory is poised to accelerate
as we look to contribute significantly to the mining
and exploration sector in both London and Canada.
Nicholas O’Reilly
Non-Executive Chairman
23 April 2024
5
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Results
The profit at Group level for this year after taxation was £269,184 (2022: loss £952,896) and at company level
£321,477 (2022: loss £977,846).
Review of the Business and Operations
Mineral Exploration in Ontario, Canada
CANADA
PANTHER METALS
OBONGA
Lake
Nipigon
PANTHER METALS
MANITOU LAKES
Ontario
Minnesota
Silver Bay
USA
Thunder
Bay
Lake
Superior
Keweenaw
Copper Belt
Manitouwadge
PANTHER METALS
DOTTED LAKE
Marathon
Hemlo
White River
Wawa
KEY
Panther Metals Projects
Other Mines
6
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Obonga Project:
Potential for Canada’s Next Mining District
Total Area
291.0 km2
Prospective for
Significant
Neighbours
Base Metals (Copper, Zinc, Lead,
Nickel) and Precious Metals (Gold,
Silver and Platinum Group Metals)
with Energy Mineral (Lithium,
Graphite) potential
Mattabi Mine (Glencore) and
Sturgeon Lake VMS Camp to
west, Lac des Iles Mine (Impala
Canada) to south.
The Obonga Project (“Obonga”) is Panther’s
flagship project, a district scale opportunity that the
Company has advanced from a greenfield regional
data-based target area, through proof of concept to
drilling success and Volcanogenic Massive Sulphide
(“VMS”) mineral discoveries. It is located 160km
north of the industrial port city of Thunder Bay and
is advantageously located for access to the trans-
Canada railway and national highway links.
Obonga Activities
On 2 February 2023, the Company reported the results
from the autumn 2022 diamond drilling at Obonga.
These results confirmed the existence of at least two
separate VMS mineral systems on Obonga, with the
Survey Prospect confirmed as a second VMS.
At the Wishbone VMS System, the drilling results
confirmed further wide massive sulphide intersections
and zinc intersections such as 3.6m @ 3.9% Zn,
including 2m @ 6.8% Zn & 4.3 g/t Ag and individual
assays grading up to 11.65% Zn, indicating proximity to
metal-fertile fluid flow. The Wishbone discovery, which
was the first of its kind on the Obonga Greenstone
Belt, is characterised by impressive drill hole intercepts,
including 27.3m of massive sulphide and 51m of
sulphide-dominated mineralisation.
The Survey VMS discovery, together with the Wishbone
VMS System, located 6.8km to the east, confirms the
Obonga Greenstone belt as a new emerging VMS
Camp, located approximately 75km east of the former
Mattabi/Sturgeon Lake Mining Camp on the Wabigoon
Greenstone Belt, where five past producing mines were
7
operated by Noranda Minerals between 1972 to 1991.
The discovery of two VMS systems at Obonga is pivotal,
boding well for the existence of additional VMS bodies in
the vicinity, given their tendency to occur in clusters.
The diamond drilling results also outlined potentially
significant intersections of near surface crystalline ‘flake’
graphite at the Obonga’s emerging Awkward Graphite
Prospect. The 91m long drill hole (BBR22_AW-P1-1)
intersected 35.1m of graphitic metasediment from 8.4m
downhole near the western end of a geophysics anomaly
modelled by Panther. As a precursor to complete
hole sampling an initial 2.65m assayed interval from
the 35.1m wide graphitic zone, was submitted to ALS
Laboratories for Total Graphitic Carbon (“TGC”) analysis
(by method C- IR18) in order to confirm the presence
of crystalline ‘flake’ graphite as observed during core
logging. This assayed interval totalled 2.65 m @ 4.02%
TGC from 21m, including 1m @ 5.12% TGC from 21m.
As the graphite mineralisation was open above and
below the sampled interval, follow-up sampling was
conducted extending the total downhole intersection of
graphitic carbon to 27.2m @ 2.25 % TGC between 12m
to 43.3m downhole (announced post period end on
11 January 2024), with intersections including;
4.0m @ 3.64 % TGC from 14.0m, with
1.0m @ 5.15 % TGC from 16.0m;
6.0m @ 3.60 % TGC from 19.0m, with
1.0m @ 5.12 % TGC from 21.0m; and
8.0m @ 2.42 % TGC from 27.0m, with
2.0m @ 4.16 % TGC from 29.0m downhole.
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Obonga Drilling Technical Summary
Survey VMS Discovery
Drilling at Survey Prospect intersected wide zones
of cyclical semi-massive and disseminated sulphide
from 166m downhole depth, including a highly
anomalous zone of zinc mineralisation:
Hole BBR22 SV-P1-1
29m of semi-massive and disseminated
sulphide from 166m downhole, including:
• Anomalous zone of zinc mineralisation
15m @ 0.11% Zn from 168m including
4m @ 0.17% Zn from 168m, with
• Coincident levels of anomalous
silver over same interval.
• Geochemical signature of Survey
Prospect assay data consistent with VMS
style mineralisation and zonation.
• Copper in lake sediment data in the vicinity and
downstream of the Wishbone VMS system is
amongst the highest levels in the entire Province
of Ontario, with up to 827 ppm Cu against a
background level of less than 25 ppm Cu.
• Anomalous zinc drill intersections may provide
physical vectors towards higher grade base metals.
• Both coincident magnetic and electromagnetic
geophysics targets are adjacent to the
geological contact between intrusive mafic
rocks and extrusive mafic rocks.
• In light of anomalous levels of zinc
mineralisation, further footwall assay
samples will be submitted for analysis.
• An historical (1968) shallow drill hole located
1.3km due east along strike of BBR22 SV-P1-1
intersected several meters of massive sulphide,
but assay results were not documented.
8
Wishbone VMS System Growing
Potentially commercial grades of zinc
mineralisation intersected at Wishbone:
Hole BBR22 WB-P1-2
3.6m @ 3.9% Zn from 120m, including
- 2m @ 6.8% Zn, 4.3 g/t Ag and anomalous
0.19% Cu from 120m, with
- 0.5m @ 11.65% Zn, 4.1 g/t Ag and
anomalous 0.14% Cu from 120.2m.
Further wide zones of massive and semi-
massive sulphide mineralisation intersected,
interpreted to be related to the high temperature
pyrrhotite dominant core of the VMS system:
Hole BBR22 WB-P2-1
22.4m of massive and semi-massive
sulphide from 127m downhole.
Hole BBR22 WB-P3-1
3.8m of semi-massive sulphide
from 163.2m downhole.
Technical Observations
• Preliminary trace-element geochemical
investigations suggest the ‘FII’ type metavolcanic
host rocks at the Wishbone VMS are similar to
the felsic host rocks at the Sturgeon Lake mines.
Alteration and REE ratio markers correlate well with
established VMS exploration models.
• Metal zonation: VMS deposits typically display a
zonation of metals within the massive sulphide
body from Fe+Cu at the base to Zn+Fe±Pb±Ba
at the top and margins, related to differing
temperature and chemical conditions at mineral
deposition. The major observed mineral component
of the Wishbone massive sulphide mineralisation
is pyrrhotite with less common pyrite and minor
sphalerite and chalcopyrite in distinct zones.
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
• Zn+Pb and Cu ratios of the Wishbone massive
sulphide layers continue to indicate the
mineralisation is most likely a bi-modal type
VMS deposit. The deposits of the Sturgeon
Lake/Mattabi VMS Mining Camp 75km west of
Wishbone, have also been classified as a bimodal
type deposits as have Canada’s Kidd Creek
(Ontario) and Noranda (Quebec) VMS deposits.
• Another important characteristic of VMS type
deposits is that they typically occur in clusters.
The Company considers that the discovery of
the Wishbone and the Survey VMS systems
bodes very well for the existence of further, as
yet undiscovered VMS bodies in the vicinity, and
it confirms the Obonga Greenstone belt as an
emerging VMS Camp.
• Both the Wishbone and Survey prospects are
situated in a similar geological environment to the
nearby Mattabi/Sturgeon Lake Mining Camp on
the Wabigoon Greenstone Belt, approximately
75km due west of Wishbone. The Sturgeon Lake /
Mattabi area hosted five commercially viable VMS
mining operations that produced from the early
1970s into the 1990s. The Mattabi mine being
the most prolific, reportedly produced 13.5 Mt of
ore with an average grade 7.5% Zn, 0.88% Cu,
0.77% Pb and 3.10 oz/t (96.42g/t) Ag in the period
1970-1983. It was reportedly discovered through
the drilling airborne geophysics anomalies. Total
combined production from the Mattabi/Sturgeon
Lake Mining Camp has been reported at 19.8Mt @
8.5% Zn, 1.06% Cu, 0.91% Pb & 119.7g/t Ag.
• The Obonga 2022 Drilling Programme results,
with the discovery of a second VMS system on
the Obonga Greenstone Belt, provide further
validation of the exploration targeting and modelling
undertaken by Broken Rock Resources, Panther’s
exploration partner on Obonga.
Awkward Graphite Summary
Hole BBR22_AW-P1-1 was drilled to test a geophysical
modelled conductive target at the western end of a
730m long conductive lineament ‘Trend 3’. Updated
graphite assay results for for this hole followed further
sample submissions (reported 11 January 2024).
Samples were analysed by ALS Laboratories
for Total Graphitic Carbon (‘TGC’) analysis
(by method C- IR18) in order to confirm the
presence of crystalline ‘flake’ graphite.
Results extended the downhole intersection
of graphitic carbon to 27.2m @ 2.25 % TGC
between 12m to 43.3m downhole.
Key downhole intersections as follows:
27.2m @ 2.25 % TGC from 12m downhole, including
- 4.0m @ 3.64 % TGC from 14.0m, with
- 1.0m @ 5.15 % TGC from 16.0m ;
- 6.0 m @ 3.60 % TGC from 19.0 m, with
- 1.0 m @ 5.12 % TGC from 21.0 m ; and;
- 8.0 m @ 2.42 % TGC from 27.0 m, with
- 2.0 m @ 4.16 % TGC from 29.0 m downhole.
Additional geophysical plate modelling has the prospect
of extending Trend 3 a further 4.1km eastwards.
Factoring the additional claim package recently acquired
by Panther, initial geological interpretation suggests a
preliminary graphite target area in the region of 21.5 km2
across the Awkward and Awkward East prospect areas.
Historic data review notes graphite at surface and
abundant in some units within the wider exploration area.
9
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023
of CAD$15,000 due on first anniversary of the date
of signing.
A review of historical reports for the Awkward East
area has shown that a single 55m long diamond
hole (Number 66-1) drilled by Cantri Mines Limited
in June 1966 intersected three graphitic ‘flow’ zones
interbedded with rhyolite on the western end of the
Awkward East claim block. Whilst this drill hole was a
single isolated hole it is located on the eastern end of
a 6.5km long conductive lineament (the ‘Cantri Trend’)
based on the Garden-Obonga Airborne Geophysical
Survey flown by the Ontario Government in late 1999.
It is noteworthy that the Cantri Trend runs to 2km to the
north and parallel to Panther’s Trend 3 and that both
can in part be attributed to graphite.
Initial geological interpretation has established a
preliminary graphite target area in the region of 21.5 km2
across the Awkward and Awkward East prospect areas.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
On 12 May 2023, the Company announced the
acquisition, through staking, of 171 additional mining
claims that are directly contiguous to the Obonga
Project and which provide a 34.2 km2 coverage of
exploration ground considered highly prospective for
critical metals, in the Scalp Lake area on the northwest
corner of the Obonga greenstone belt. Based on
regional structural studies and government geochemical
datasets, Panther identified the Scalp Lake area as a
potential source for various metals, including lithium,
rare-earths, uranium, copper, and gold.
The southeast trend of elevated element anomalies
from the Scalp Lake area into the central portion of the
Awkward intrusive batholith suggests the presence
of a pegmatitic rock and/or structure. This presents
a promising opportunity for lithium and rare-earth
pegmatite exploration, aligning with the global demand
for critical minerals.
On 29 December 2023 Panther announced the
signing of a purchase option agreement (“Purchase
Option”) over 35 single cell mining claims (the “Claims”)
covering a total area of 7.25km2 to enlarge the
Awkward Prospect area eastwards, this Awkward East
area is considered prospective for graphite as well
as nickel and further base metal mineralisation. The
additional claims increased the Obonga Project area to
292.25km2 of prospective greenstone belt coverage.
The Purchase Option gives Panther the option to
purchase the Claims from the vendors for a total cash
consideration of CAN$100,000 and the award of a
2.0% net smelter return (“NSR”) royalty (which has
provision for Panther to reduce the royalty to 1.0% NSR
royalty through a CAD$1,000,000 buy-back).
In addition, in order to complete the purchase Panther
will need to have conducted exploratory drilling activities
in the area covered by the Claims with a minimum
aggregate expenditure of CAD$300,000 over the
three year option period, such that spending on such
activities is not less than (i) CAD$50,000 prior to the first
anniversary of the grant of the Purchase Option; (ii) not
less than CAD$100,000 between the first and second
anniversaries of the grant of the Purchase Option; and
(iii) not less than CAD$150,000 between the second
and third anniversaries of the grant of the Purchase
Option provided that any expenditure in years 1 and 2
in excess of CAD$150,000 may be carried over and
offset against the minimum spend commitment in year
3. The Purchase Option price, payable on the signing of
the agreement was CAD$15,000 with a further payment
10
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023
AWKWARD
RRDDRDRRRARWAKWARWAWKW RDRRRRR
Obonga
Lake
Location of the Awkward East
Purchase Option Claims with
the Obonga Project Outline
Projection: UTM 16N NAD83
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Myles
Lake
Awkward
Lake
SURVEY
SS RVUSUSURSUSSSS
EEYVERVEVERV YYEYYEYEYEEE
WISHBONE
HHSSHBHBHBHHHSSIWISWWISWISWWW SHSSS
OTTERTOOTHHHTHHTHO HTHHHHHTHHOOOTO
In addition to the graphite
potential Awkward remains a
highly anomalous magnetic
target, interpreted to be a
layered mafic intrusion and
magmatic conduit based on
mapped geology and airborne
geophysics. Historic sampling
in the area returned anomalous
platinum and palladium (Pt, Pd)
values, while historic drilling
on the periphery of the target
intersected non-assayed massive
sulphide and copper (assumed
to be chalcopyrite), non-
assayed disseminated pyrite and
chalcopyrite in coarse gabbro,
and non-assayed ‘marble cake’
gabbro (matching the description
of the Lac des Iles Mine
varitexture gabbro ore zone).
11
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Manitou Lakes Project:
Precious Metal Potential
Total Area
123.4 km2
Prospective for
Precious Metal (Gold)
Significant
Neighbours
Dryden Gold Corp
(planned Canadian listing)
Spanning an impressive tract of the Eagle-
Manitou-Wabigoon Greenstone Belt, the
Manitou Lakes Project took centre stage in
Panther’s exploration endeavours towards the
end of 2023, with a specific focus on precious
metal exploration, particularly gold.
The Manitou Lakes region boasts over 200
known gold occurrences and more than 12
km of gold-bearing structures. This region
has positioned itself as one of the most
exciting greenstone belt areas in Canada,
providing Panther with ample opportunities
for significant gold discoveries. The adjacent
drilling successes achieved by Dynasty Gold
and the claim consolidations by Dryden Gold,
underscore the value attributed to this project,
affirming Panther’s strategic vision and the
project’s potential for long-term success.
Manitou Lakes Activities
On 3 May 2023 the Company announced the
award of Exploration Permit PR-23-000024 (the
“Permit”) for drilling at the Manitou Lakes Project
(“Manitou Lakes” or the “Project”) in Ontario,
Canada. The Permit, which is valid through to
24 April 2026, covers the Barker Prospect on
the West Limb area of the Project and allows for
ground and down-hole geophysics, bedrock
stripping and up to 23 drill holes over an area
encompassing 7 mining claims.
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PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Barker Prospect Exploration Permit Details
Exploration Permit
Number, Validity,
Claim numbers
Prospect Name
(location)
Targeting &
Exploration Rational
PR-23-000024
Barker Prospect
Shear zone hosted gold.
Valid: 25/04/2023 to
24/04/2026
(West Limb, western
Manitou Lakes Project)
Mining Claim numbers:
672022,
672050,
672053,
684078,
684706,
712903,
746644.
700m long gold in soil anomaly
outlined by Panther’s fieldwork
conducted during summer/
autumn 2022.
Gold anomaly is coincident with
a major shear structure and
is located 200m north of the
historical Barker Brothers Mine.
Permitted Activities
Mechanised Drilling
(up to 23 diamond core drill
holes),
Mechanised stripping (for up
to 5 areas, for a total area of
9,999m2)
Line cutting (up to 26.2km total)
Geophysical surveys (including
induced polarisation, magnetic
and electromagnetic surveys,
ground and down-hole)
The Barker Prospect comprises a 700m long, currently open-ended, north-northwest trending shear structure hosted,
gold in soil geochemical anomaly located 200m north of the historical Barker Brothers Mine. The prospect was subject
to an enlarged soil sampling programme following positive assay results as reported on 1 December 2022. The Permit
will facilitate induced polarisation and electromagnetic geophysics surveys over the shear zone gold anomaly and will
allow surface stripping and the drilling of identified gold targets.
13
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
On 27 September 2023 the Company announced the
acquisition by staking of 19 additional single cell mining
claims (“Claims”), covering circa 415 hectares (4.15km2).
The Claims comprise two blocks of ground, the
Scattergood Lake block and Beaverhead Island block,
that are directly contiguous to the Manitou Lakes Project
and which provide additional coverage of exploration
ground considered highly prospective for gold.
Scattergood is located on the eastern side of the Manitou
Lakes Project and is centred 10.3km east of Beaverhead
which is in the centre of the Project area.
The Scattergood Lake block (“Scattergood”) comprises
12 claims covering circa 250 hectares located over the
northeastern end of a 6km gold bearing structural feature
which is now entirely enclosed by Manitou Lakes project
area. The southern edge of the Scattergood block is also
approximately 500m north of a new neighbouring gold
occurrence discovered by local prospectors during 2022.
The Beaverhead Island block (“Beaverhead”) comprises
7 claims covering circa 165 hectares on the southerly
extent of Beaverhead Island on Manitou Lake where
historical reconnaissance sampling work in 1984-1985
by Cochrane Oil and Gas Ltd (“Cochrane”), outlined
highly anomalous gold-in-rock geochemical values
ranging up to 1,000 ppb Au across a 50m wide
carbonatised and sericitised section of schist zone on
the southern tip of the island. Cochrane also outlined a
strongly sheared silicate-carbonate facies iron formation
and one hundred metres to the southeast, a subparallel,
less well exposed zone of open-ended strong shearing
and quartz-carbonate-sulphide mineralisation some
25m to 40m in width and 400m long also carrying
anomalous gold-in-rock values. They noted that these
two zones exhibit many similarities to the environments
hosting the ore horizons both at the Hemlo Gold Mine
(Barrick Gold) on the Schreiber-Hemlo Greenstone Belt
and the former Joutel Eagle Mine (Agnico Eagle Mines
Ltd.) in Quebec.
The new Claims are subject to the Manitou Lakes Project
option agreement, through which Panther can acquire a
100% ownership at any time. The Claims have an initial
term of 2 years with first renewal dates falling in mid
to late August 2025 and are directly contiguous to the
Manitou Lakes Project claims package which will facilitate
assessment work credit distributions.
14
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Manitou Lakes Project inaugural diamond
drilling programme commenced on 21
November 2023. The programme was designed
to test a linear gold in soil anomaly delineated
in the vicinity and along strike of the historical
Glass Reef Mine which worked a quartz gold
stockwork between the 1890s and 1912. The
contractor Niigaani Drilling Incorporated utilised a
CS1000 Diamond Drill rig to complete five holes
for 503m of NQ (47.6mm) diameter core drilling.
Panther’s Manitou Lakes Project option partner
Shear Gold Exploration Corp. provided the
geological oversight and logistical management.
On 5 December 2023, the Company
announced the successful conclusion of drilling
which intersected shear hosted quartz vein
mineralisation intersected. The final assay results
are currently awaited.
Basemap: GOV Canada - Topographic data of Canada -
CanVec Series. Projection: UTM 15N NAD83
15
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Dotted Lake Project:
Critical Mineral Potential
Total Area
36.9 km2
Prospective for
Base Metals (Nickel, Cobalt,
Copper, Zinc) and Precious
Metals (Gold, Silver and Platinum
Group Metals)
Significant
Neighbours
Barrick Gold (Hemlo Mine) to
south, Palladium One Mining Inc
(Glencore 10% stake) to east.
Panther’s Dotted Lake Project encompasses a
substantial 36.9 km² within the North Limb of the
Schreiber-Helmo Greenstone Belt, situated just 16
km north of Barrick Gold’s Hemlo Gold Mine. The
area is considered very prospective for ultramafic
intrusive related nickel and base metal mineralisation
as well as gold.
The Dotted area has undergone Panther’s airborne
electromagnetic and magnetics geophysics survey,
extensive soil sampling and stratigraphic drilling, laying
the groundwork for potential discoveries.
A comprehensive compilation study incorporating
Panther’s airborne geophysics survey and geochemical
soil sampling data with historical geochemical soil
sampling data, identified a very prospective zone for
nickel (Ni) mineralisation. The historical soil survey data
was digitised from a report based on work undertaken
by Clear Mines Ltd in August 1983. The study revealed
a 2.8 km strike length of elevated copper, nickel and
cobalt mineralisation. This zone is strategically positioned,
situated 9 km west of a zone of massive nickel-copper
sulphide mineralisation drilled by Palladium One Mining
Inc. The soil assay results yielded exceptionally high-
grade nickel, copper, and cobalt. These critical minerals
hold great importance in the burgeoning Electric Vehicle
and Energy Storage industry.
Dotted Lake Activities
On 27 June 2023, the Company provided an exploration
permitting update for the Dotted Lake property. Panther
submitted a comprehensive exploration and drill permit
application (number PR-23-000215) that covers 57 claim
cells on the north and northwest side of the property.
16
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Exploration Permit Application and Prospect Details
Exploration Permit Application
Number (Administrative Area &
Claim numbers)
Prospect Name
(location)
Targeting &
Exploration Rational
PR-23-000215
Ni & Base Metal Target
Nickel & base metals.
(north and northeast of
Dotted Lake property)
Distinct 2.8km long linear trend
of soil anomalies coincident with
the geophysical signature of an
interpreted ultramafic body.
Additional coincident
electromagnetic and magnetic
target associated with Cu soil
anomalies along strike from a
known Zn occurrence.
Historical soil anomalies
peaking at 614ppm Ni, 861
ppm Cu and 214 ppm Co
located east along strike
from multi element anomalies
identified by Panther’s soil
survey grid.
(Black River and Olga Lake areas
Cells: 541544, 541545, 541546,
541547, 541548, 541549, 541550,
541551, 548348, 548349, 548350,
548351, 548352, 548353, 548354,
548355, 548356, 548357, 548358,
548359, 548362, 548363, 548364,
548365, 548366, 550121, 550122,
550124, 550125, 550126, 550127,
550128, 550129, 550130, 600373,
600379, 600380, 600384, 600386,
600387, 600388, 600390, 600391,
600392, 600394, 600395, 600396,
600397, 600399, 600404, 600409,
600410, 600413, 600415, 600418,
600419, 600421)
17
Requested Activities
Mechanised Drilling (up
to 15 diamond core
drill holes),
Electromagnetic
(“EM”) and Induced
Polarisation (“IP”)
Geophysics
Up to 36 pits / trenches
Stripping (unto 10
localities)
Exploration camps
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Corporate and Financial Highlights
Fundraising Activity
The Company successfully raised £350,000 in the year
ended 31 December 2023 through the issue of debt:
• In August 2023, Panther announced a £200,000
unsecured convertible loan note with a 12-month
maturity, accompanied by a one-for-one warrant; and
• Panther secured an unsecured drawdown facility
with existing shareholders for £150,000 to facilitate
drilling of the Glass Reef target at Manitou Lakes in
late 2023.
Corporate Matters
On 27 April 2023, the Company published the audited
results for the year ended 31 December 2022. A
copy of the 2022 Annual Report was submitted to the
National Storage Mechanism and is available to the
public for inspection at: ttps://www.fca.org.uk/markets/
primary-markets/regulatory-disclosures/national-
storage-mechanism
The Annual General Meeting (“AGM”) of the Company
was held on 8 June 2023, at which all resolutions were
duly passed.
Directorate Changes
On 1 November 2023 the Company announced the
appointments of Katherine O’Reilly and Tracy Weslosky
as Non-Executive Directors of the Company. These
appointments followed the resignation of Mitchell Smith,
the Chief Operations Officer of the Company and
Kate Asling, a Non-Executive Director of the Company
on 31 October 2023.
Sale of Queensland Asset to ECR Minerals plc
On 5 April 2023, the Company announced that it had
entered into a conditional agreement to sell Panther’s
30% interest in the Blue Mountain Project, Queensland,
Australia, comprising the Denny Gully Gold property, to
ECR Minerals plc (LON:ECR). The total consideration
due under the agreement was £200,000 to be settled
by the issue of 31,913,196 Ordinary Shares in ECR
Minerals plc at a price of 0.6267p, of which 30% was
due to Panther. The Company’s entire holding in ECR
Minerals plc was disposed of on 11 August 2023.
18
23.5% investment in Panther Metals Limited
(“Panther Australia”) as of 31 December 2023
As of 31 March 2024 the market capitalisation was
AUD$ 2.5 million. Panther Metals Limited Annual Report
for the year ended 31 December 2023 and post year
end trading updates are available on its website at
https://www.panthermetals.com.au . A summary of
activity during the year ended 31 December 2023
is below.
On 30 January 2023, the Company announced positive
High Pressure Acid Leach (“HPAL”) test work results for
Coglia in Western Australia. The testwork confirmed final
nickel extraction at 92.6% and cobalt extraction
at 73.9%.
On 28 March 2023, the Company announced that
Panther Australia published a prospectus in respect
of a renounceable rights issue to raise up to AUD$2.7
million to grow the nickel-cobalt Mineral Resource at
its flagship Coglia Project in Western Australia. On
28 April 2023, the Company informed shareholders
that Panther Australia had closed its rights issue. A
Follow-on Placement of AUD$308,750 was instituted
to accommodate a portion of the excess demand from
both existing shareholders and new institutional and
professional investors.
Panther Australia stated the proceeds from the rights
issue and the Follow-on Placement were to be used for
the following:
• Coglia Nickel-Cobalt: Conducting a 7,500m
targeted extensional drilling program to significantly
increase the current JORC compliant 70.6 million
tonne nickel-cobalt Inferred Mineral Resource;
• Red Flag Nickel Sulphide: Maiden drilling campaign
on this newly discovered nickel sulphide project
area, once access is secured;
• Burtville East: Expansion drilling on this shallow,
bonanza grade, gold prospect;
• 40 Mile Camp: Maiden drilling campaign on a
largely untested 5.0 x 2.5 km anomalous gold and
nickel prospect, once access is secured; and
• for general working capital and to cover costs
associated with the Rights Issue and the
Follow-on Placement.
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
As a result of the rights issue and placing, the Company
is holding 23.5% of the outstanding Ordinary Shares in
Panther Australia (ASX:PNT).
On 11 May 2023, the Company announced that a
second drilling campaign seeking to grow the 70.6Mt
Inferred Mineral Resource at the Coglia Nickel-Cobalt
Project in the Eastern Goldfields region of Western
Australia was due to commence shortly. The Panther
Australia drilling was targeting three key areas, through:
infill drilling at the ‘Southern JORC Exploration Target’;
drilling on the yet untested ‘East Target’; and step-out
drilling at the ‘Central Target’. On 1st August 2023, the
Company noted that Panther Australia had completed
its second drilling campaign. The Panther Australia
drilling campaign also targeted additional prospects at
40 Mile Camp, Mt Goose and Comet Well South, these
programmes are also complete.
On 5 September 2023, the Company announced the
Panther Australia acquisition by staking, of two nickel
focused exploration licences constituting the Marlin
Nickel Sulphide Project (“Marlin Ni Project”) with a
combined area of 84km2, located 10km northeast of
their principal Coglia Ni-Co Project in Western Australia.
On 30 October 2023, the Company noted the Panther
Australia announcement detailing significant gold
intercepts from a 1,800m aircore drilling campaign
undertaken over the Ridge Target within the 40 Mile
Camp Prospect in the Laverton Goldfields of Western
Australia. The Picnic Ridge work comprised the first
drilling campaign within the 40 Mile Camp prospect
which covers an area of 25km2. The 50m by 100m
grid drilling programme, with 60m deep 60° inclined
drillholes, was designed to systematically test the
first of many anomalous targets generated from
exploration of the greater area by Panther Australia.
The drilling successfully intercepted highly anomalous
zones of gold mineralisation over a 550m long strike
length, which remains open at depth and along strike,
indicating potential to further grow Picnic Ridge. The drill
intercepts also validated the need to follow-up on the
deeper three-dimensional geophysics inversion targets
in the area and provide significant confidence to the
wider exploration model for the 40 Mile Camp and 40
Mile Camp East prospect areas.
On 15 November 2023 the Company noted the
Panther Australia announcement that they had received
all assays from the recent 5,320 metre infill and
extensional reverse circulation drilling programme of 56
holes on the periphery of the current Inferred 70.6 Mt
19
Nickel-Cobalt laterite Mineral Resource estimate at the
Coglia Project. Panther Australia had also successfully
completed Stage 1 metallurgical test work to identify the
optimal leaching reagent for a heap leaching operation,
where sulphuric acid emerged as the preferred agent
due to its cost-effectiveness and efficiency in leaching.
Heap leaching is used in many noel-laterite deposits.
Stage 2 metallurgical test work also commenced,
including various leach testing methods and
agglomeration, percolation and slump testing.
20% Investment in Fulcrum Metals plc)
On 10 February 2023, the Company noted that Fulcrum
Metals plc announced the successful pricing of an initial
public offering and conditional placing (the “Placing”) of
17,142,857 Ordinary Shares at the Fulcrum Placing Price
to raise gross proceeds of approximately £3 million.
Fulcrum’s Admission to AIM and dealings in its Ordinary
Shares on the AIM market of London Stock Exchange
plc commenced at 8.00 a.m. on 14 February 2023
(“Admission”) under the TIDM FMET with a market
capitalisation at the Placing Price of £8.725 million.
Subsequent to the IPO, Panther held a total of
9,971,839 Ordinary Shares in Fulcrum representing
a 20% interest in the entire issued share capital of
Fulcrum, valuing Panther’s interest at £1.745m at
the Placing Price. In addition, Panther holds a total of
714,286 warrants exercisable at 17.5 pence with a
two-year life from the date of Admission and a further
476,190 warrants exercisable at 26.25 pence with a
three-year life.
The Admission of Fulcrum concluded the sale of the
Big Bear Project as announced on 7 April 2022.
Panther retains a 2% net smelter return royalty over
the Big Bear Project and received a £200,000 cash
payment from Fulcrum.
On 11 May 2023, the Company noted that Fulcrum
announced an update on its exploration activities,
including airborne geophysics, remote sensing study
and further mining claim acquisitions at its projects in the
provinces of Ontario and Saskatchewan in Canada.
On 27 July 2023, the Company provided a further
update on Fulcrum’s exploration activities.
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
On 7 August 2023 the Company noted that Fulcrum
announced they had entered into a mineral claim
purchase agreement to acquire a 100% interest in the
Tully Gold Project close to Timmins, Ontario and an
associated capital raise of £520,000 via the issue of
a convertible loan note. The Tully Gold Project is an
advanced gold exploration project with an estimated
107,000 ounce of gold resource (Tully Deposit Mineral
Resource estimate, dated 15 December 2013 by
Francis Minerals Ltd.) at a cost of less than USD$6 per
contained ounce.
On 3 October 2023 the Company noted the Fulcrum
announcement detailing the staking of three new claim
blocks totalling 4,856 hectares (48.56km2) contiguous
to and extending Fulcrum’s Charlot-Neely Lake uranium-
gold project in northern Saskatchewan, Canada.
On 23 October 2023 the Company noted the Fulcrum
announcement detailing the winter drilling programme
preparatory work streams and further high-grade
historical drill hole intercepts at their Tully Gold Project in
Ontario, Canada.
On 27 November 2023 the Company noted the
Fulcrum announcement providing an update on its
uranium exploration assets, including a significant
increase in total area under licence/option from
184.5km2 to 593.1km2, for its Charlot-Neely Lake,
Fontaine Lake, Snowbird and South Pendleton projects
in the province of Saskatchewan, Canada. Highlights
as follows:
• Fulcrum increased its Saskatchewan uranium
footprint by a potential 221% from 18,468 hectares
(184.5km2) to 59,310 hectares (593.1km2) through
a combination of direct claim staking and an
option agreement.
• Fulcrum entered into an option agreement to
acquire 11,480 hectares (114.81km2) across
three uranium properties at Snowbird, South
Pendleton and Charlot West from independent
local prospectors. The Agreement has a close date
of 30 June 2024, Fulcrum has paid CAD$5,000
in cash immediately, with CAD$60,000 payable
in either cash or equity upon exercise of the
Agreement. The optioned properties have total
work requirements of CAD$57,073 through to
the end of 2024 and are subject to a retained 2%
net smelter return royalty. The total cost of claim
staking was CAD$17,889, there are no work
requirements until October 2025.
On 7 September 2023 the Company noted the Fulcrum
announcement detailing highly anomalous uranium
findings for the Charlot-Neely uranium-gold and
Fontaine Lake uranium-rare earth properties in northern
Saskatchewan, Canada.
On 3 September 2023 the Company noted the Fulcrum
announcement detailing significant gold exploration
results for their Schreiber-Hemlo project in Ontario.
During the summer Fulcrum completed a Phase 2
Exploration Programme comprising rock sampling and
detailed geological mapping across the Schreiber-
Pyramid area of the Big Bear property, followed by
extended infill soil sampling of areas with limited or no
bedrock exposure. This work has delineated a gold
bearing 3km long corridor which is currently open along
strike and to the north. Four drill ready prospects have
been delineated and a potential drill target pipeline
comprising an additional five prospects have been
scheduled for further work.
On 18 September 2023 the Company noted the
Fulcrum announcement detailing drilling programme
plans for the Big Bear property and the Tully Gold
Project in Ontario, Canada. Fulcrum submitted a drill
permit application for a drilling programme to test
multiple gold targets at Big Bear during 2024. This
planned programme will focus within a 3km long
gold prospective corridor which contains 4 drill-ready
targets and a further 5 targets for follow-up work. The
Tully Gold Project, within the Timmins-Porcupine Gold
Camp, has a reported historic total gold resource of
107,000 ounces; with 76,000 ounces at 6.56g/t Au in
the Indicated category; and 31,000 ounces at 5.17g/t
Au in the Inferred category. Fulcrum report they are in
the process of planning a winter confirmatory and infill
resource drilling programme of at least 1,500 m.
20
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
• The staked/optioned ground constitutes the
following new / enlarged properties:
- Snowbird - 241.87km2 staked and option over
86.49km2, for a total project area of 328.35km2.
The property includes several uranium airborne
anomalies and rare earth lake sediment anomalies
along major faulting on trend with historic uranium
mines and major uranium projects.
- South Pendleton - 24.72km2 staked and option
over 16.44km2, for a total project area of 41.16
km2. The area is sparsely mapped but within the
property are several airborne uranium anomalies in
the highly prospective Needle Falls Shear Zone and
major faulting on trend with historic uranium mines
such as Rabbit Lake and further projects having
recently obtained significant partnerships.
- Charlot West (Charlot-Neely Uranium Project) - an
additional 27.03km2 staked covering the highly
prospective Black Bay Fault contiguous to the
Charlot-Neely uranium project and 11.88km2 area
optioned to the west of Charlot-Neely, bringing the
total project area to 163.72km2 ( increase of 31%).
On 30 November 2023 the Company noted the
Fulcrum announcement that they had entered into an
option agreement to acquire a 100% interest in the Teck
Hughes Gold Tailings project, located in Kirkland Lake,
Ontario, Canada. In addition, Fulcrum announced that
they are in advanced discussions with Extrakt Process
Solutions regarding the licensing of its proprietary
separation technology to extract metals from mine
processing tailings without the use of cyanide.
21
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Post Year End Developments
Panther Metals PLC
Investment in Panther Metals Limited
(“Panther Australia”)
On 5 March 2024 the Company noted the Panther
Australia announcement of an updated JORC (2012)
compliant 102.8Mt Mineral Resource estimate (“MRE”)
for the Coglia Nickel-Cobalt project (“Coglia”) in Western
Australia. The announcement highlights were as follows:
• Coglia MRE now stands at 102.8Mt @ 0.60%
nickel and 370 ppm cobalt, containing 614kt of
nickel and 37.7kt of cobalt (Indicated and Inferred).
• This MRE update represents a 30% increase in
total nickel tonnes in comparison to the maiden
2022 MRE.
• Confidence in the resource has greatly increased;
over 23Mt of the Resource is now classified as
Indicated, representing 22% of the total Resource.
• Significantly, deeper extensional drilling has defined
two distinct lithologies within the resource; a lateritic
upper horizon with a deeper weathered ultramafic
lower horizon, the majority of which remains open
at depth.
• Three new extensional exploration targets remain
open for drill-testing at South Coglia; ‘East’, ‘South’
and ‘West’ targets totalling 4.18km2.
• Existing ‘East’ exploration drill target remains
largely untested; first exploration hole into the area
encountered evidence of in-situ nickel-sulphide
style mineralisation (see Panther Australia ASX
announcement 15 November 2023).
Coglia Nickel-Cobalt Indicated and Inferred Mineral Resource Estimate
Host Rock
Resource
Category
Tonnage
Ni Grade
(%)
Co Grade
(ppm)
Laterite
Indicated
23,316,600
Inferred
8,787,500
Ultramafic
Inferred
70,782,200
0.61
0.52
0.60
TOTAL
102,886,300
0.60
360
340
370
370
Nickel
(tonnes)
142,800
45,900
Cobalt
(tonnes)
8,500
3,000
425,500
26,200
614,200
37,700
JORC (2012) compliant. Stated at a 0.40% and 0.45% nickel grade cut-off, for the laterite and ultramafic hosted mineralisation, respectively. Some
errors may occur due to rounding.
On 22 January 2024 Panther Australia issued a further 2,141,161 shares taking the Company’s holding to 22.9%.
22
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Investment in Fulcrum Metals PLC
On 15 January 2024 the Company noted the Fulcrum
Metals PLC (“Fulcrum”, LON: FMET) announcement
updating the market on significant progress from its
uranium projects, Charlot-Neely and Fontaine Lake,
in Saskatchewan, Canada as follows:
A total of 62 rock samples collected across
Charlot-Neely and Fontaine Lake properties:
• Charlot-Neely Project
- 48 rock samples assaying up to 5,680 ppm
Uranium (U).
- Identified vein-hosted uranium mineralisation
characteristic of the Beaverlodge area, home
to several historic uranium mines.
- Potential for unconformity-style uranium
mineralisation, deposits that are known to
be larger and high-grade uranium.
• The Fontaine Lake Property
- 14 rock samples assaying up to 7,130ppm U.
- Uranium mineralisation indicates potential for
lower grade, higher tonnage deposit, comparable
to the geological setting of the Rossing deposit
in Namibia.
On 12 March 2024 the Company announced it has
sold a total of 2,346,717 Ordinary Shares of 1 p each in
Fulcrum Metals PLC on 11 March 2024 at an average
price of 15.2 pence per Ordinary Share. Following the
sale, Panther continues to hold 7,625,122 Ordinary
Shares representing 15.26% of the Fulcrum issued
share capital.
Pursuant to the sale, Panther has on 11 March 2024
entered into a new lock-in agreement with Fulcrum,
Allenby Capital and Clear Capital, thereby imposing a
hard lock-in period on the Panther Shares to 15 May
2025 and the orderly market provision on the Panther
Shares for a year thereafter through to 15 May 2026.
The provisions apply to the existing Ordinary Shares
and any Ordinary Shares allotted and issued to or
subsequently acquired by Panther during the locked-in
period described in the New Agreement.
23
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Panther Canada
Obonga
On 11 January 2024 the Company provided the
additional graphite assay results for drill hole
BBR22_AW-P1-1, following additional sample
submissions targeting crystalline or ‘flake’ graphite.
The additional sampling was part of a review of the
graphitic core drilled at the Awkward Prospect in the
autumn of 2022 and a comprehensive historical data
review which has extended the graphite potential.
The Awkward Prospect area is prospective for sulphide
bearing magmatic conduits and graphite and is located
in the eastern side of the Company’s Obonga Project,
which covers 90% (291 km2) of the district scale
Obonga Greenstone Belt in northwest Ontario.
Highlights
• Updated graphite assay results for drill hole
BBR22_AW-P1-1, following further sample
submissions. BBR22_AW-P1-1 was drilled to test
a geophysical modelled conductive target at the
western end of a 730m long conductive lineament
‘Trend 3’.
• Samples analysed by ALS Laboratories for Total
Graphitic Carbon (‘TGC’) analysis (by method
C- IR18) in order to confirm the presence of
crystalline ‘flake’ graphite.
• Results extend the downhole intersection of graphitic
carbon to 27.2m @ 2.25 % TGC between 12m to
43.3m downhole.
• Key downhole Total Graphitic Carbon (‘TGC’)
intersections as follows:
- 27.2 m @ 2.25 % TGC from 12m downhole,
including;
- 4.0 m @ 3.64 % TGC from 14.0 m, with 1.0 m
@ 5.15 % TGC from 16.0 m ;
- 6.0 m @ 3.60 % TGC from 19.0 m, with 1.0 m
@ 5.12 % TGC from 21.0 m ; and
- 8.0 m @ 2.42 % TGC from 27.0 m, with 2.0 m
@ 4.16 % TGC from 29.0 m downhole.
• Additional geophysical plate modelling has the prospect
of extending Trend 3 a further 4.1km eastwards.
24
• Factoring the additional claim package recently
acquired by Panther, initial geological interpretation
suggests a preliminary graphite target area in
the region of 21.5 km2 across the Awkward and
Awkward East prospect areas.
• Historic data review notes graphite at surface
and abundant in some units within the wider
exploration area.
On 1 February 2024 the Company announced it
had submitted an Exploration Permit application for
additional drilling following the discovery of volcanogenic
massive sulphide (“VMS”) base metal mineralisation
on the Wishbone Prospect at the Company’s Obonga
Project located on the Obonga Greenstone Belt in
northern Ontario. The Exploration Permit application
has been submitted in collaboration with Broken Rock
Resources Ltd , and concerns planned work within
19 Single Cell Mining Claims in the Kashishibog Lake
Area and Uneven Lake Area administrative regions. The
submitted application covers a planned series of up
to 39 diamond core drill holes and associated down-
hole geophysics surveys spread across the Wishbone
Prospect in the centre-west of the Obonga area. The
Wishbone application supplements Exploration Permit
PR-22-000116 which covers work through to 14 July
2025 at Obonga’s Survey VMS discovery, and the
Ottertooth and Silver Rim prospect areas.
On 5 March 2024 the Company announced an
extension to the Obonga Project purchase agreement
with Broken Rock Resources Ltd. The agreement
allows for an additional year to meet the exploration
commitment (announced 2 August 2021) over
Panther’s flagship project, which has advanced
from a greenfield regional data-based target area,
through proof of concept to drilling success and base
metal VMS and graphite discoveries. The Panther
exploration commitment entails funding 8,000 meters
of drilling on the Obonga 285km2 claim package (and
all associated costs including assay results and core
storage); and to make available a budget of not less
than CAD$1,000,000 (which has already been met
by Panther) over an initial four year period, ending
31 July 2025, to fund all other operating costs on the
area covered by the Claims (including trail building,
field work, community relations, access rights and
personnel costs).
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Key Performance Indicators
The key performance indicators are set out below:
31-Dec-23
£3,556,945
£3.30m
3.55p
31-Dec-22
£3,210,905
£4.32m
4.65p
Change
11%
(24%)
(24%)
Net Asset value
Market Capitalisation
Share Price
25
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
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 Canadian dollars, whilst the Group has
raised capital in £ Sterling
The Group will incur exploration costs in Canadian
Dollars but it has raised capital in £ Sterling. Fluctuations
in exchange rates of the Canadian 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 resources
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 if it
wishes to commercially exploit any mineral resource
discovered because of its exploration activity.
The Group has budgets 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.
Even if 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
26
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
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.
The Company successfully raised £350,000 in the year
ended 31 December 2023 through issuing debt. As at
the year-end date the Group had total cash reserves of
£66,120 (2022: £48,859).
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 were
unable to continue in operation.
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Stakeholder Engagement
The Company did not have any employees during the Reporting Period and therefore this stakeholder engagement
statement does not refer 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
Their interests
How we engage
Investors
• 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.
27
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Task force on Climate-related Financial Disclosures (TCFD)
The Group is committed to conducting its business, in an efficient and responsible manner, in line with current best
practice guidelines for the mining and mineral exploration sectors and international investment. Panther will integrate
environmental, social and health and safety considerations to maintain its ‘social licence to operate’ in all its business,
planning and investment activities. The board is committed to the disclosure of climate-related financial information in line
with the four overarching pillars of the TCFD recommendations (Governance, Strategy, Risk Management, Metrics and
Targets) in line with the revised TCFD guidance published in 2021.
Pillar
Status
Governance
a) Describe the Board’s
oversight of climate-
related risks and
opportunities
b) Describe
management’s role
in assessing and
managing climate-
related risks and
opportunities.
The Board has ultimate responsibility for ensuring that any material climate-related
risks and issues are appropriately integrated into the Group’s business plans, risk
management and decision making.
On 9 December 2022, the Board established a Responsibility Committee to
oversee this area.
The Responsibility Committee makes decisions and takes action to include climate
risks and opportunities in our risk assessment/risk register as reported to them by
management and then chooses an appropriate response to the risk or opportunity,
together with the potential financial impact of that response.
Exploration project management, which includes certain board members, currently
assesses, and manages climate-related risks and opportunities as part of the
planning and execution of exploration activities.
28
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Pillar
Strategy
a) Describe the climate-
related risks and
opportunities the
organisation has
identified over the
short, medium and
long term (“s/t”, “m/t”
and “l/t”).
b) Describe the impact
of climate-related risks
and opportunities
on the organisation’s
businesses, strategy
and financial planning.
Status
In FY 2023, the following climate-related risks and opportunities were fully identified
and assessed as part of our bi-annual review of the risk register as well as their impact.
The risk register is reviewed and discussed at least annually by the Audit Committee.
Climate change related risks and opportunities which may have a financial impact on
the Group:
(1) risks and opportunities related to the transition to a lower-carbon economy meaning
that exploration activity is made impossible or possible at a higher cost
a) Canadian governmental exploration policy changes (medium and long term).
b) climate change litigation (First Nations and other environmental stakeholders-
all terms)
c) reputational risk tied to community perceptions of the Group’s activities (First
Nations- all terms)
d) opportunities in relation to the emergence of new technologies where the
Group’s exploration activities and output could provide a key component e.g.
battery metals (m/t and l/t)
(2) risks related to the physical impacts of climate change meaning exploration activity
is made impossible or possible at a higher cost
a) extreme weather and higher temperatures (all terms).
The impact of any of the climate-related risks identified above could have a material
financial impact on the Company by virtue of governmental policy change or eroding of
our currently positive relationships with First Nations or other environmental stakeholders.
• The nearest term risk which has the most immediate financial impact is our
relationship with First Nations, as their consent is required to commence
exploration activities.
• In the medium-term governmental exploration policy changes from the prevailing
administration or the impact of environmental pressure groups) could materially
financially impact the Company although this is considered remote due to
governmental support of the Company’s exploration projects to date and the
governmental activities currently underway to support and promote exploration
related activities such as grants and other funding initiatives.
• Weather related impacts could take place within any time period and can shorten
the annual time period within which the Company can conduct its exploration
activities or in extreme cases could make the exploration activities impossible due
to feasibility or budget.
Conversely opportunities in relation to the emergence of new technologies where the
Group’s exploration activities and output could provide a key component could present
a material upside to the Company.
c) Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related
scenarios, including a
2°C or lower scenario.
The Responsibility Committee is in the process of gathering the relevant data to
include a description of the resilience of the organisation’s strategy taking into
consideration different climate-related scenarios, including a 2°C or lower scenario.
Part of the data gathering requires a more extensive set of data and analytics from its
exploration activities which is undertaken by third party suppliers. The Company will be
encouraging them to share emissions data with them during 2024 where practicable,
with which to consider different climate-related scenarios.
29
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Task force on Climate-related Financial Disclosures (TCFD) continued
Pillar
Status
Risk management
a) Describe the
organisation’s
processes for
identifying and
assessing climate-
related risks.
b) Describe the
organisation’s
processes for
managing climate-
related risks.
c) Describe how
processes for
identifying, assessing,
and managing climate-
related risks are
integrated into the
organisation’s overall
risk management.
On 9 December 2022 the Board created a Responsibility Committee to ensure that
the processes for identifying, assessing, and managing climate-related risks are
integrated into the organisation’s overall risk management.
The Responsibility Committee reports any change in climate-related risks or the
identification of any new climate-related risks to the Board as and when they are
highlighted by exploration project management or by the members of the Responsibility
Committee.
The organisation currently assesses and manages climate-related risks and
opportunities as part of the planning and execution of exploration activities. This
assessment includes undertaking the following processes:
A) Commissioning environmental impact surveys from independent third-party
consultants prior to commencement of activities, together with adopting all
appropriate recommendations.
B) Timely consultation and liaison with key environmental stakeholders such as First
Nations to explain the nature of the proposed exploration programme and seeking
permission to commence exploration activities. Regular follow ups throughout the
programme.
C) Ensuring compliance with the Prospectors & Developers Association of Canada
E3 Plus: A Framework for Responsible Exploration and the International Council on
Mining and Metals Sustainable Development Framework (the ICMM 10 Principles).
D) Consulting with and engaging local experts in the project area terrain and climate to
provide guidance on risks and opportunities around the physical impacts of climate
change eg, heavy snow, rising water levels in the project area or potential weather
conditions which may impact the exploration programme.
Management of these risks is performed by the exploration project management team
and any significant risks or risks which cannot be adequately mitigated or have any
uncertainty around mitigation are reported to the Responsibility Committee to escalate
to the Board. Each Board meeting will typically contain reference to all the above risks
and processes.
30
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Pillar
Status
In conjunction with ensuring that the processes for identifying, assessing, and
managing climate-related risks are integrated into the organisation’s overall risk
management, the Responsibility Committee also tasks the project managers to
compile a set of metrics and targets with which to assess climate-related risks and
opportunities they have identified. These metrics and targets are listed in the table on
the next page.
The Company operates from serviced offices in the UK and gas and electricity is
included within the monthly service fee, as such, emissions disclosure is not possible.
In relation to Group’s warehousing facilities in Canada, the Company’s scope 1
emissions for the year are 19.1 metric tonnes of CO2e and relate to gas. The
Company’s scope 2 emissions for the year are 4.2 metric tonnes CO2e and relate to
electricity. The Company’s scope 3 emissions are 69.4 metric tonnes CO2e and relate
to UK and international travel and accommodation and additional goods and services.
The Company uses third party providers to undertake its project-based activities and will
be encouraging them to share emissions data with them during 2024 where practicable.
The targets used by the organisation to manage climate-related risks and opportunities
and performance against targets are stated on the next page.
Metrics and Targets
a) Disclose the
metrics used by the
organisation to assess
climate-related risks
and opportunities in
line with its strategy
and risk management
process.
b) Disclose scope
1, scope 2 and, if
appropriate, scope 3
greenhouse gas (GHG)
emissions and the
related risks.
c) Describe the
targets used by the
organisation to manage
climate-related risks
and opportunities and
performance against
targets.
31
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Type of Risk
Specific Risk
Metric
2024 Target
Risks and opportunities
related to the transition to
a lower-carbon economy
meaning that exploration
activity is made impossible
or possible at a higher cost.
Canadian
governmental
exploration policy
changes (medium
and long term).
Risks and opportunities
related to the transition to
a lower-carbon economy
meaning that exploration
activity is made impossible
or possible at a higher cost.
Reputational risk
tied to community
perceptions of the
Group’s activities (First
Nations- all terms).
Risks and opportunities
related to the transition to
a lower-carbon economy
meaning that exploration
activity is made impossible
or possible at a higher cost.
Climate change
litigation (First
Nations and other
environmental
stakeholders-
all terms).
Risks and opportunities
related to the transition to
a lower-carbon economy
meaning that exploration
activity is made impossible
or possible at a higher cost.
Risks related to the physical
impacts of climate change
meaning exploration activity
is made impossible or
possible at a higher cost.
Opportunities from
emergence of new
technologies where
Group’s exploration
activities and output
could provide a
key component
(m/t and l/t).
Extreme weather and
higher temperatures
(all terms).
32
Specific risk to be
measured by the level
of governmental support
of the sector through
grant funding and no
adverse changes to
current regulatory status.
Specific risk to be
measured by the lines
of communication with
the First Nations in terms
of frequency and nature
of written and verbal
communication with no
adverse communication
(verbal or written).
Specific risk to be
measured by the lines
of communication with
the First Nations in
terms of frequency and
nature of written and
verbal communication
with no adverse
communication (verbal or
written) plus emissions
data publication
where possible to
ensure transparency
to all environmental
stakeholders.
Target is to apply for
governmental grant
funding in 2024.
Target is to maintain
positive lines of
communication with
First Nations and other
environmental stakeholders
and meet with First Nations
during 2024 to foster
relationships further.
Target is to maintain
positive lines of
communication with
First Nations and other
environmental stakeholders
and meet with First Nations
during 2024 to foster
relationships further.
Target is to obtain
emissions data from key
third party suppliers in
2024 where possible and
publish where practicable.
Opportunity to be
measured by keeping
appraised of emerging
new technologies in
connection with Panther’s
exploration activities.
Target is to attend
update sessions on
emerging technologies
which may be relevant
to Panther’s activities.
Risk to be measured by
monitoring of weather and
weather change patterns
in exploration areas.
Target is for no change
to be highlighted in order
or make exploration
activities predictable.
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
Chairman’s Overview
The Company is not required to comply with the UK
Code of Corporate Governance (“UK Code”). However,
the Directors recognise the importance of sound
corporate governance and the Company has adopted
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 always act in the best interests of the Group.
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 always
act in the best interests of the Company.
• 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 Tracy
Weslosky as chair (previously Nicholas O’Reilly), Simon
Rothschild and Katherine O’Reilly 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 comprises Nicholas O’Reilly
as chair, Simon Rothschild and Katherine O’Reilly, meets
normally not less than twice each year. The Nomination
Committee is responsible for reviewing succession plans
for the Directors.
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;
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.
• 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;
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.
33
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
Current 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 ensuring
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 Officer 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
Nicholas O’Reilly
Non-Executive Chairman
Nicholas is an experienced exploration geologist and
consultant having worked for over 18 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 became the Company’s Non-
Executive Chairman on 10 December 2021.
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 several private
companies including Mining Analyst Consulting Ltd and
Treasure Island Resources Ltd.
He is currently the Co-Chairman & Treasurer of the
London Mining Club (formerly the Association of Mining
Analysts), 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.
34
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
Tracy Weslosky
Non-Executive Director
Simon Rothschild
Non-Executive Director
Tracy Weslosky is the Founder (2001), CEO, and Director
of InvestorNews Inc., the publisher of InvestorNews.com,
which is an independent source of market news that
receives over 120 million hits annually. Further to its role
as an online Publisher, InvestorNews has been providing
digital media services in the capital markets since 2001.
Well known since 2010 for hosting some of the largest
critical mineral events in the world, Tracy is the Co-
Founder and Executive Director for the recently formed
(2021) Critical Minerals Institute (CMI), which is focused
on critical minerals for a decarbonized economy.
Tracy’s past business experience includes being the
co-founder of a FTSE recognised rare earths indices
company REE Stocks PLC (2011-2014), and a principal
partner in a boutique investment banking firm Weslosky &
Cowans Ltd. that held an Exempt Market Dealers license
for 8 years (2007-2013). This same firm was the catalyst
for the business television series DealFlow, which was
broadcast in 294 million households worldwide (2008-
2010). Featured on CNBC for 1-year, Tracy was the
Host, Executive Producer, and the President for DealFlow
World Inc.
In the early nineties, Tracy started in PR for television and
then quickly evolved into radio where Billboard Magazine
cited her as one of the top 3 Radio Trackers in North
America. Working for recording artists with many of the
top record labels at the time, her last role in the music
industry was as the VP of Marketing, Canada, for Red
Ant Entertainment, a NYSE listed company at the time,
which Tracy credits this as her first real introduction to the
public markets.
Tracy received her BA in Political Science from the
University of Tennessee in 1988 and is a well-known
speaker, investment market interview host and columnist.
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 specialised
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 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.
Katherine O’Reilly
Non-Executive Director
Katherine O’Reilly is a Fellow of the Institute of Chartered
Accountants in England and Wales. Katherine began her
career as an auditor before transitioning into Corporate
Finance, spending 11 years working in Capital Markets
and Transaction Services. Since 2017 she has been
providing Finance and Operations consultancy to a
variety of companies across a number of different
sectors, including natural resources.
35
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
Gender and Ethnic Diversity at Board Level
In accordance with the requirements of the new Listing Rule 9.8.6R(9) which applies to accounting periods starting on or
after 1 April 2022, the Board is required to provide a statement as to whether it has met certain targets related to gender
and ethnic diversity at Board level.
The Board confirm that as of 31 December 2023 1 out of 3 diversity targets were met: 40% of the Board were women.
None of the senior board positions was held by a woman. None of the Board members were from an ethnic minority
background. The Board will look for opportunities to adhere to all three targets during the course of 2024 and 2025.
Gender and ethnicity data for the Board is collected on an annual basis through a standardised process managed via
the completion of a confidential and voluntary form, through which the individual can self-report on their ethnicity and
gender identity. Alternatively, they can specify that they do not wish to provide such data. The criteria of the questionnaire
are aligned to the definitions specified in the UK Listing Rules.
Number
of Board
Percentage
of the Board
Number
of Senior
Positions on
the Board
Number in
Executive
Management
Percentage
in Executive
Management
Men
Women
Not specified/prefer not to say
White British or other White
(including minority-white
groups)
Mixed/Multiple Ethnic Groups
Asian/Asian British
Other ethnic group, including
Arab
Not specified/ prefer not to say
3
2
-
5
-
-
-
-
60%
40%
-
100%
-
-
-
-
2
-
-
2
-
-
-
-
1
-
-
1
-
-
-
-
100%
-
-
100%
-
-
-
-
The Board are committed to equality, diversity and inclusion. The Company actively promotes equality, diversity and
inclusion, and proactively removes and address any activities or behaviours that may jeopardise this commitment. The
Company aims to create an environment where all stakeholders can work harmoniously, feel valued, appreciated and
included, irrespective of race, ethnicity, culture, gender, skin colour, sexual orientation, marital status, religion, disability,
ability, education background, family background, political background, health or representative of any community.
36
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
• We work to highest standards and maintain full
transparency. We demand our network and suppliers
follow our own objectives. The Panther employs a
stringent selection and risk assessment process
whereby suppliers are only appointed who fully
comply with our corporate and ethical standards
(including modern slavery and human trafficking).
• The Company aims to ensure that the Company and
its employees, agents, and business partners comply
with all relevant anti-bribery laws and regulations and
prohibits any form of bribery, including giving, offering,
promising, or receiving bribes.
By order of the Board
Darren Hazelwood
Chief Executive Office
23 April 2024
Environmental, Social and
Governance Commitments
Panther Metals PLC is committed to conducting its
business, in an efficient and responsible manner, in
line with current best practice guidelines for the mining
and mineral exploration sectors and international
investment. We will integrate environmental,
social and health and safety considerations to
maintain our ‘social licence to operate’ in all our
business, planning and investment activities.
• We take seriously our environmental responsibilities,
keeping sustainability at the forefront of our objectives.
Panther has adopted and seeks alignment with the
best practices and principals of e3 Plus: A Framework
for Responsible Exploration as set out by the
Prospectors and Developers Association of Canada
and the International Council on Mining and Metals
Sustainable Development Framework (the ICMM
10 Principles).
• We recognise the importance of broad engagement,
respecting and communicating at every level with
interested and affected parties, in particular First
Nations and other environmental stakeholders.
37
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 COMPLIANCE WITH THE QCA CODE OF PRACTICE
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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.
Principle Five: Maintain the Board as a well-
functioning, balanced team led by the Chairman.
Nicholas O’Reilly, 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. Nicholas
O’Reilly, 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.
38
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 COMPLIANCE WITH THE QCA CODE OF PRACTICE
FOR THE YEAR ENDED 31 DECEMBER 2023
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 33.
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 pages 34
and 35. 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.
Principle Seven: Evaluate board performance
based on clear and relevant objectives, seeking
continuous improvement.
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.
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, Nicholas O’Reilly, 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.
39
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 DIRECTOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors present their report together with the
audited financial statements for the year ended
31 December 2023.
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.
Substantial Shareholders
The Directors are aware of the following
shareholdings of 3% or more of the issued share
capital of the Company as at 31 March 2024:
Number of
Ordinary
Shares
Jim Nominees Limited
11,667,787
Richard and Charlotte
Edwards
9,672,727
% of
Share
Capital
12.6%
10.4%
Directors
Adrian Crucefix
9,400,000
10.1%
The directors with their respective dates of service in the
period and after the year end are as follows:
Simon Rothschild
Darren Hazelwood
Mitchell Smith (resigned 31 October 2023)
Nicholas O’Reilly
Kate Asling (resigned 31 October 2023)
Tracy Weslosky (appointed 1 November 2023)
Share Nominees Ltd
Darren Hazelwood
Ian Russell Bagnall
Richard Howard
Bruce Burrows
Thomas Grant and Company
Nominees Limited
4,776,518
4,636,666
4,720,410
3,782,799
2,874,720
2,983,364
5.1%
5.0%
5.1%
4.1%
3.1%
3.2%
Katherine O’Reilly (appointed 1 November 2023)
Directors’ remuneration
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 18.
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 to retain the right calibre of Director without
paying more than is necessary.
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 Company made no political and charitable donations
(2022: £nil) during the reporting period.
40
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023
DIRECTOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
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
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.
The Company successfully raised £350,000 in the year
ended 31 December 2023 through the issue of debt. As
at the year-end date the Group had total cash reserves
of £66,120 (2022: £48,859).
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 were
unable to continue in operation.
Internal Control
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
23 April 2024
41
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023
STATEMENT OF DIRECTOR’S RESPONSIBILITIES
FOR THE YEAR ENDED 31 DECEMBER 2023
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Report
and the financial statements in accordance with
applicable law and regulations.
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 Directors’ 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.
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.
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 UK adopted International Accounting
Standards. 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
42
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 43
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors’ Remuneration Report comprises
three sections:
1) The Annual Statement from the Chair of the
Remuneration Committee;
2) Remuneration Policy; and
3) The Annual Report on Remuneration.
The items included in the Directors’ Remuneration Report
are audited unless otherwise stated.
Annual Statement from the Chair of the
Remuneration Committee
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, considering the interests of shareholders and
the performance of the Company and directors.
The Remuneration Committee which comprises Tracy
Weslosky as Chairman (previously Nicholas O’Reilly),
Katherine O’Reilly and Simon Rothschild, will meet at
least once a year.
Major Decisions on Directors’ Remuneration during
the Financial Year -y/e 31 December 2023
There were no major decisions on Directors’ Remuneration
taken during the year ended 31 December 2023.
Major Decisions on Directors’ Remuneration after
the Financial Year- y/e 31 December 2024
On 23 February 2024 the Remuneration Committee met
to discuss a proposal in relation to the incentivisation of
Darren Hazelwood and Nicholas O’Reilly. As a result of
this meeting the Remuneration Committee determined
that the remuneration of Darren Hazelwood would be
increased from £75,000 to £110,000 with effect from 1st
March 2024 and the remuneration of Nicholas O’Reilly
from £20,000 to £40,000 with effect from the same date.
Cognisant of the ambitious plans for the Company
in 2024 and beyond, the Committee also agreed to
explore additional incentivisation structures for Darren
Hazelwood and Nicholas O’Reilly, including taking
legal and taxation advice to ensure any future structure
to be put in place would be consistent with market
practice alongside providing the appropriate level of
incentivisation for the directors.
44
Remuneration Policy
The Directors’ Remuneration Policy, which is set out
on pages 44 to 49 of this report, was submitted to
shareholders for approval at the 2023 AGM and such
approval was obtained.
A key objective 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.
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; and
• Share Incentive arrangements.
Darren Hazelwood, Chief Executive Officer has entered
into a service agreement with the Company, which was
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.
The Company has established a workplace pension
scheme, but it does not presently have any em-
ployees 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.
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Remuneration Policy (continued)
The Company does not currently have bonus schemes in place for any of the Directors.
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. As noted in the Annual Statement for
Directors Remuneration, the Remuneration Committee is in the process of considering incentivisation structures for the
next phase of the Company’s development.
Recruitment Policy
Base salary levels consider 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.
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 Director’s service agreement is 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
Date of service agreement Notice period by Company (months) Notice period by director (months)
D Hazelwood
6 January 2020
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)
6 January 2020
6 January 2020
1 November 2023
1 November 2023
6
6
6
6
3 months
3 months
3 months
3 months
3 months
3 months
3 months
3 months
Name
S Rothschild
N O’Reilly
T Weslosky
K O’Reilly
45
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Remuneration Policy (continued)
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.
The Annual Report on Remuneration
Single figure of remuneration for Directors (audited) 2023
The table below sets out a single figure for the total remuneration received for the last two financial years by each
Executive and Non-Executive Director who served in the year ended 31 December 2023:
2023 £
Salaries and short-term benefits
Long Term
Incentive
Awards
Post-
Employment
Benefits
Total
Fixed
Total
Variable
Salary
/Fee
Taxable
Benefits
Bonus
Share Based
Payment1
Pension
Total
Single
Figure
Total
Executive
Directors
D Hazelwood
M Smith
Total Executive
Non-Executive
Directors
A K Sener
S Rothschild
N O’Reilly
K Asling
T Weslosky
K O’Reilly
Total Non-
Executive
75,000
20,833
95,833
-
12,000
20,000
10,000
2,000
2,000
46,000
Total Directors
141,833
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11,938
2,388
14,326
11,938
2,388
11,938
2,388
275
1,230
30,157
44,483
-
-
-
-
-
-
-
-
-
-
-
75,000
20,833
95,833
11,938
2,388
86,938
23,221
14,326
110,159
-
11,938
12,000
20,000
10,000
2,000
2,000
2,388
11,938
2,388
275
1,230
11,938
14,388
31,938
12,388
2,275
1,230
46,000
30,157
76,157
141,833
44,483
186,316
46
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Annual Report on Remuneration (continued)
Single figure of remuneration for Directors (audited) 2022
2022 £
Salaries and short-term benefits
Long Term
Incentive
Awards
Post-
Employment
Benefits
Total
Fixed
Total
Variable
Salary
/Fee
Taxable
Benefits
Bonus
Share Based
Payment1
Pension
Total
Single
Figure
Total
Executive
Directors
D Hazelwood
M Smith
75,000
25,000
Total Executive
100,000
Non-Executive
Directors
A K Sener
S Rothschild
N O’Reilly
K Asling
Total Non-
Executive
-
12,000
20,000
12,000
44,000
Total Directors
144,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11,938
2,388
14,326
11,938
2,388
11,938
2,388
28,652
42,978
-
-
-
-
-
-
-
-
-
75,000
25,000
11,938
2,388
86,938
27,388
100,000
14,326
114,326
-
11,938
12,000
20,000
12,000
2,388
11,938
2,388
11,938
14,388
31,938
14,388
44,000
28,652
72,652
144,000
42,978
186,978
Directors Beneficial Share Interests – audited
The beneficial interests in the Company’s shares of the Directors and their families were as follows:
Held at 31 December 2023
Held at 31 December 2022
Ordinary Shares
No
4,636,666
333,333
333,333
Ordinary Shares
No
4,636,666
333,333
333,333
D Hazelwood
S Rothschild
N O’Reilly
47
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
Held at 31 December 2023
Held at 31 December 2022
Management Options (August 2021)
D Hazelwood
N O’Reilly
S Rothschild
K O’Reilly
Options held by former directors
Management Options (November 2023)
K O’Reilly
T Weslosky
1,250,000
1,250,000
250,000
100,000
1,750,000
4,600,000
600,000
600,000
1,200,000
1,250,000
1,250,000
250,000
100,000
1,750,000
4,600,000
-
-
-
On 20 August 2021, the Company announced the grant of 4,600,000 options to the Panther management team
consisting of directors and staff members. All the options have a 5-year term from the date of grant and an exercise
price of 15p per share. The options all are subject to the vesting condition of the price of the Company’s Ordinary
Shares at a volume weighted average price of 30p per share over any period of 120 trading days during the life of
the options.
On 1 November 2023, the Company announced the grant of 1,200,000 options to new directors T Weslosky and K
O’Reilly. All the options have a 5-year term from the date of grant and an exercise price of 6p per share. K O’Reilly is also
in receipt of 100,000 options relating to the August 2021 grant.
Review of past performance - Alignment of reward and Total Shareholder Return:
This graph shows a comparison the Company’s total shareholder return (share price growth plus dividends) with that of
the FTSE 350 Mining Index. The FTSE 350 Mining Index was selected as it provides a comparison of the Company’s
performance relative to the other companies in its sector.
5
4
3
2
1
0
Panther Share Price Trend vs FTSE 350 Mining Index
PALM Price
FTSE 350 Mining
14,000
12,000
10,000
8,000
6,000
4,000
2,000
0
03/01/23
03/02/23
03/03/23
03/04/23
03/05/23
03/06/23
03/07/23
03/08/23
03/09/23
03/10/23
03/11/23
03/12/23
48
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Chief Executive’s single figure of remuneration and variable pay outcomes
The table below shows the Chief Executive’s single figure of remuneration and variable pay outcomes over the same
period as the graph above
2019
2020
2021
2022
2023
D Hazelwood
£
£
£
£
£
CEO Single Figure of Remuneration1
72,640
79,998
77,585
86,938
86,938
Annual Bonus
nil
nil
nil
nil
nil
Share Based payments vesting
(% of maximum)
100%
100%
100%
100%
100%
1 Awards within the CEO Single Figure of Remuneration are captured in the year that performance periods have ended, i.e., when they vest. 2020
figure: relates to 100% of the warrants granted on 9 January 2020 which vested on the same date. 2019 figure: relates to 100% of the warrants
granted on 22 July 2019 which vested on the same date. 2018 figure: relates to 100% of the warrants granted on 22 July 2019 which vested on the
same date. The value of all these awards has been calculated using the share price at date of introduction to the Main Market as NEX prices are not
an appropriate reflection of value.
CEO Pay Ratio
UK reporting regulations require companies with 250 employees or more to publish information on the pay ratio of the
Group CEO to UK employees. The Company does not have any employees and therefore is not required to publish
this information.
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 2023:
Distributions to
shareholders
£
Total
director pay
£
Operational
cash outflow
£
Year ended 31 December 2023
nil
186,316
368,088
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.
Approved on behalf of the Board of Directors.
Nicholas O’Reilly
Chairman of the Remuneration Committee
23 April 2024
49
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
Opinion
We have audited the financial statements of Panther
Metals PLC (the “Parent Company”) and its subsidiaries
(the “Group”) for the year ended 31 December 2023
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 UK adopted international accounting standards.
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 2023 and of the Group’s profit
for the year then ended;
- have been properly prepared in accordance with
UK adopted international accounting standards; and
- have been prepared in accordance with the
requirements of the Isle of Man Companies
Act 2006 and, as regards the Group financial
statements, Article 4 of the IAS Regulation.
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 made a profit of £269,184 (2022
loss : £952,896), mainly as a result of the gain made on
the sale of Big Bear Project during the year ended 31
December 2023. The Group and the Parent Company
will continue to make losses in the future.
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 concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the
50
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
financial statements is appropriate based on our audit
work which included:
- Review and analysis of the Group’s cash flow
forecast which forms the basis of the Directors’
assessment that the going concern basis of
preparation remains appropriate for the preparation
of the financial statements for a period of at least
twelve months from the date of approval of these
financial statements;
- Review and assessment of the validity of income
and costs included within the cash flow forecast,
agreeing these to other evidence obtained during
the course of our audit;
- Obtaining details of post-yearend fundraising, sale
of investments, agreed to supporting documentation
including bank statements;
- Discussions with the Directors concerning their
strategy to ensure the availability of funding to the
Group to meet its future requirements; and
- Reviewing and considering the adequacy of the
disclosure within the financial statements relating
to the Directors’ assessment of the suitability of the
going concern basis of preparation.
Both our responsibilities and the responsibilities of the
Directors with respect to going concern are described in
the relevant sections of this report.
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 the design of our audit, we determined
materiality and assessed the risks of material misstatement
in the financial statements. In particular, we looked at
areas 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 included
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 identified
during the audit.
51
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
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
Key audit matter
How our scope addressed this matter
Measurement and valuation of investments
The investment in associate Panther Metals Limited
has been reclassified as held for sale investment
with a fair value of £642,120 as at 31-12-2023
representing market value as at that date.
Valuation and impairment of exploration
and evaluation assets
Exploration and evaluation assets (E&E) shall
be assessed for impairment when facts and
circumstances suggest that the carrying amount of
an exploration and evaluation assets may exceed its
recoverable amount per IFRS6. Determining whether
impairment indicators exist involves significant
judgement by management, including considering
specific impairment indicators prescribed in IFRS 6.
Management have assessed the exploration
and evaluation assets for impairment under
IFRS 6 and concluded that no such indicators
existed at the balance sheet date.
There is a risk that unidentified impairment
indicators may exist, and that the carrying value
of the E&E assets may not be fully recoverable.
The Group’s accounting policy is set out under
“impairment of exploration and evaluation assets”
in note 1.7 to the financial statements.
52
Our audit procedures included, but were not limited to:
We obtained a copy of the final accounts of
the listed associate and made enquiries.
We checked that the associate had been correctly
accounted for, following reclassification under IFRS
5 - Non-current Assets Held for Sale, including the
adequacy of disclosures, in the financial statements.
In accordance with IFRS 6 we reviewed the exploration
and evaluation (E&E) assets for indication of impairment.
Our audit procedures included, but were not limited to:
We reviewed and challenged the directors’ assessment
that there were no indicators of impairment present.
We obtained evidence that 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.
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
Key audit matter
How our scope addressed this matter
Capitalisation of exploration and evaluation assets
At 31 December 2023, the Statement of
Financial Position includes exploration and
evaluation assets of £1,883,466.
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.
The Group’s accounting policy is set out
under “exploration and evaluation assets”
in note 1.6 to the financial statements.
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.
Our audit procedures included, but were not limited to:
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 obtained sufficient
appropriate audit evidence to conclude that it has
been capitalised appropriately under IFRS 6.
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.
All key matters above have been discussed with the Audit Committee.
53
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
Our application of materiality
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.
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 to be £60,000
which is based on the key indicator, being an average of
5% of the loss before tax after adjusting for the gain of
£1.48m. We believe the adjusted loss before tax is the
most appropriate benchmarks 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 Group financial statements should be
70% of materiality, amounting to £42,000.
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 £12,046 for Panther Metals
(Canada) Ltd and £29,954 for Panther Metals PLC.
54
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
Opinions on other matters prescribed
by the UK Companies Act 2006
In our opinion, based on the work undertaken in the
course of the audit:
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 pages 41 and 50;
• Directors’ explanation as to its assessment of the
entity’s prospects, the period this assessment
covers and why the period is appropriate as set out
on pages 7 to 32;
• Directors’ statement on fair, balanced and
understandable as set out on page 42;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks as
set out on page 26;
• The section of the Annual Report that describes
the review of effectiveness of risk management and
internal control systems as set out on page 41; and
• The section describing the work of the audit
committee as set out on page 33.
Responsibilities of directors
As explained more fully in the Statement of Directors’
Responsibilities set out on page 42, 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.
• the information given in the Strategic Report and
the Report of the Directors for the financial year
for which the financial statements are prepared is
consistent with the financial statements; and
• the Strategic Report and the Report of the Directors
have been prepared in accordance with applicable
legal requirements.
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 UK Companies Act 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.
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.
55
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
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, indi-
vidually 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:
We obtained an understanding of the Group and parent
company and the sector in which they operate to identify
laws and regulations that could reasonably be expected
to have a direct effect on the financial statements,
including equity accounted associate. We obtained our
understanding in this regard through discussions with
management and application of our cumulative audit
knowledge and experience of the industry.
We determined the principal laws and regulations
relevant to the Group and parent company in this regard
to be, but were not limited to, those arising from local
licensing laws, Isle of Man Companies Act, Listing
Rules, employment law, health and safety legislation. We
focused on laws and regulations that could give rise to a
material misstatement in the financial statements.
We designed our audit procedures to ensure the audit
team considered whether there were any indications of
non-compliance by the Group and parent company with
those laws and regulations. Our test included, but were
not limited to:
• agreement of the financial statement disclosures to
underlying supporting documentation;
• enquiries of Board of Management regarding known
or suspected instances of non-compliance with
laws and regulations; enquiring of management
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 non-compliance; - 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. As part of this discussion, we
identified potential for fraud in the following areas:
fundraising activities; posting of unusual journals
and complex transactions and manipulating the
Group’s alternative performance measures and
other key performance indicators to meet remu-
neration 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;
• a review of minutes of Board of Management
meetings throughout the year;
• obtaining an understanding of the control
environment in place to prevent and detect ir-
regularities; and
• a review of regulated news service
announcements.
56
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
Non-audit services - 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.
Consistency of the audit report with the additional
report to the audit committee – Our audit opinion
is consistent with the additional report to the audit
committee we are required to provide in accordance
with ISAs (UK).
Use of our report
This report ’s made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the UK Companies Act 2006. 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
23 April 2024
As in all of our audits, we addressed the risk of fraud
arising from management override of controls by
performing audit procedures which included but were not
limited to: the testing of journals, reviewing accounting
estimates for evidence of bias: and evaluating the
business rationale of any significant transactions that are
unusual or outside the normal course of business.
Our audit procedures were designed to respond to risks
of material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of
not detecting one resulting from error. Because of the
inherent limitations of an audit, there is a risk that we
will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the
more that compliance with a law or regulation is removed
from the events and transactions reflected in the financial
statements, as we will be less likely to become aware
of instances of non-compliance. The risk is also greater
regarding irregularities occurring due to fraud rather than
error, as fraud involves intentional concealment, forgery,
collusion, omission or misrepresentation.
A further description of our responsibilities for the audit
If 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
Auditor tenure - Following the recommendation
of the audit committee, we were appointed by the
director Mr D Hazelwood on 20th March 2020 to
audit the financial statements for the year ending
31 December 2019 and subsequent financial
periods. This is our fifth year of engagement.
Independence – We are independent of the Group
and the Company 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 public interest entities,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements.
57
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
Revenue
Cost of sales
Gross profit
Administrative expenses
Share-based payment (charge)/ credit
Operating loss
Share of associate’s loss to date of reclassification to held for sale
Loss on fair value of investment in Panther Metals Limited post reclassification into
investment held for sale
Gain on disposal of Big Bear to Fulcrum Metals Plc
Loss on fair value of investment in Fulcrum Metals Plc
Loss on disposal of Queensland Asset to ECR Minerals Plc
Loss on disposal of held for sale investment in ECR Minerals Plc
Finance costs
Profit/(Loss) before taxation
Taxation
Loss for the period
Other comprehensive income
Total comprehensive profit/( loss) for the period
Profit/ (Loss) attributable to:
Equity holders of the company:
Continuing operations
Discontinuing operations
Year ended
31 December
2023
£
Year ended
31 December
2022
£
Notes
17
9
10
10
10
10
10
14
6
-
-
-
(454,330)
(76,856)
(531,186)
(171,393)
(233,920)
1,481,754
(174,435)
(12,974)
(30,731)
(57,931)
269,184
-
-
-
-
(526,522)
(209,946)
(736,468)
(214,782)
-
-
-
-
-
(1,646)
(952,896)
-
269,184
(952,896)
-
-
269,184
(952,896)
269,184
(952,896)
-
-
269,184
(952,896)
Basic profit/ (loss) per share (pence)
Diluted profit/ ( loss) per share (pence)
7
7
0.290p
0.199p
(1.22)p
(1.22)p
The notes on pages 63 to 81 form an integral part of these financial statements.
58
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 CONSOLIDATED AND COMPANY STATEMENT
OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
Group
Company
As at
31 December
2023
£
As at
31 December
2022
£
As at
31 December
2023
£
As at
31 December
2022
£
Notes
8
9
10
11
12
13
14
15
16
17
1,883,466
2,303,520
19,440
92,416
1
1,044,644
1
1,044,644
1,883,467
3,348,164
19,441
1,137,060
2,253,008
-
2,253,558
57,828
66,120
2,377,956
150,319
48,859
199,178
1,954,928
2,308,528
59,254
44,781
4,267,740
2,353,309
4,261,423
3,547,342
4,287,181
3,490,369
(134,358)
(406,500)
(540,858)
(146,835)
-
(146,835)
(125,955)
(406,500)
(532,455)
(107,994)
-
(107,994)
1,837,098
52,343
3,735,285
2,245,315
(163,620)
(704,478)
(189,602)
(336,437)
(163,620)
(696,074)
(189,602)
(297,596)
3,556,945
3,210,905
3,591,106
3,192,773
6,330,665
6,330,665
6,330,665
6,330,665
591,097
514,241
591,097
514,241
(3,364,817)
(3,634,001)
(3,330,656)
(3,652,133)
3,556,945
3,210,905
3,591,106
3,192,773
Non-current assets
Exploration and evaluation assets
Investments
Total non-current assets
Current assets
Held for Sale Investments
Receivables
Cash at bank and in hand
Total current assets
Total assets
Current liabilities
Trade and other payables
Loan Notes
Total Current Liabilities
Net current assets
Non-current liabilities
Provision for deferred consideration
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 23 April 2024. They were signed on its behalf by:
D Hazelwood
Chief Executive Officer
The notes on pages 63 to 81 form an integral part of these financial statements.
59
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023
CONSOLIDATED AND COMPANY
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Group
Company
As at
31 December
2023
£
As at
31 December
2022
£
As at
31 December
2023
£
As at
31 December
2022
£
Notes
269,184
(952,896)
321,477
(977,846)
17
9
10
10
10
10
10
14
76,856
171,393
233,920
(1,481,754)
174,435
12,974
30,731
29,577
57,931
92,040
209,946
214,782
-
-
-
-
-
(116,729)
1,646
76,856
171,393
233,920
(1,481,754)
174,435
12,974
30,731
(7,861)
57,931
209,946
214,782
-
-
-
-
-
(94,080)
1,646
(59,560)
(149,961)
(962,572)
(35,375)
76,829
(4,937)
33,869
(368,088)
(625,982)
(564,796)
(1,574,255)
Cash flows from operating activities
Profit/ (Loss) for the financial year
Adjusted for:
Share-based payment charge
Share of associate’s loss
Loss on conversion associate into
investment held for sale
Gain on disposal of Big Bear to Fulcrum Metals Plc
Loss on fair value of investment in
Fulcrum Metals Plc (Held for Sale)
Loss on disposal of Queensland Asset to
ECR Minerals Plc
Loss on disposal of held for sale investment in
ECR Minerals Plc
Foreign exchange
Finance costs
(Increase)/decrease in receivables
Increase/(decrease) in payables
Net cash used in operating activities
Investing activities
Cash proceeds from sale of Big Bear to Fulcrum Metals PLC
Cash proceeds from sale of ECR Minerals PLC shares
200,000
29,269
-
-
Cash spent on exploration activities
(193,920)
(949,660)
200,000
29,269
-
Net cash generated from/(used in) investing activities
35,349
(949,660)
229,269
-
-
(2,716)
(2,716)
Financing activities
Proceeds from issuing shares
Proceeds from issuing debt
Proceeds from conversion of warrants
Net cash generated from
financing activities
15
14
15
-
1,508,000
-
1,508,000
350,000
-
350,000
-
-
15,915
-
15,915
350,000
1,523,915
350,000
1,523,915
Net increase/(decrease) in cash and cash equivalents
17,261
(51,727)
14,473
(53,056)
Cash and cash equivalents
at beginning of year
Cash and cash equivalents at end of year
48,859
66,120
100,586
48,859
44,781
59,254
97,837
44,781
The notes on pages 63 to 81 form an integral part of these financial statements.
60
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Group
Balance at 1 January 2022
Loss for the year
Total comprehensive loss for the year
Transactions with owners of the company
Shares issued
Other transactions
Shares issued upon exercise of warrants
Options issued
Warrants issued
Forfeited warrants
Balance at 31 December 2022
Profit for the year
Total comprehensive profit for the year
Other transactions
Options issued
Warrants issued
Share
capital
£
Share
based payment
reserve
£
Notes
Retained
losses
£
Total
£
4,781,917
310,263
(2,681,105)
2,411,075
-
-
1,526,865
1,526,865
21,883
-
-
-
-
-
-
-
(6,282)
43,394
277,664
(110,798)
(952,896)
(952,896)
(952,896)
(952,896)
-
-
-
-
-
-
1,526,865
1,526,865
15,601
43,394
277,664
(110,798)
6,330,665
514,241
(3,634,001)
3,210,905
-
-
-
-
-
-
269,184
269,184
269,184
269,184
44,486
32,370
-
-
44,486
32,370
16
16
17
17
17
17
17
Balance at 31 December 2023
6,330,665
591,097
(3,364,817)
3,556,945
The notes on pages 63 to 81 form an integral part of these financial statements.
61
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Company
Balance at 1 January 2022
Loss for the year
Total comprehensive loss for the year
Transactions with owners of the company
Shares issued
Other transactions
Shares issued upon exercise of warrants
Options issued
Warrants issued
Forfeited warrants
Balance at 31 December 2022
Profit for the year
Total comprehensive profit for the year
Other transactions
Options issued
Warrants issued
Share
capital
£
Share
based payment
reserve
£
Notes
Retained
losses
£
Total
£
4,781,917
310,263
(2,674,287)
2,417,893
-
-
1,526,865
1,526,865
21,883
-
-
-
-
-
-
-
(6,282)
43,394
277,664
(110,798)
(977,846)
(977,846)
(977,846)
(977,846)
-
-
-
-
-
-
1,526,865
1,526,865
15,601
43,394
277,664
(110,798)
6,330,665
514,241
(3,652,133)
3,192,773
-
-
-
-
-
-
321,477
321,477
321,477
321,477
44,486
32,370
-
-
44,486
32,370
16
16
17
17
17
17
17
Balance at 31 December 2023
6,330,665
591,097
(3,330,656)
3,591,106
The notes on pages 63 to 81 form an integral part of these financial statements.
62
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1. Accounting policies
1.1 Basis of preparation
Panther Metals PLC is a public limited company incorporated in 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 2006 (Isle of Man). As permitted by that Act, the financial statements have been prepared in accordance with UK adopted
International Accounting Standards.
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 issued debt of £350,000 in the year ended 31 December 2023. 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 £66,120 (2022: £48,859). 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. On 12 March 2024 the
Company announced it has sold a total of 2,346,717 Ordinary Shares of 1 p each in Fulcrum Metals PLC on 11 March 2024 at an average price
of 15.2 pence per Ordinary Share. Following the sale, Panther continues to hold 7,625,122 Ordinary Shares representing 15.26% of the Fulcrum
issued share capital. The net proceed amounted to £320,932.
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’).
The functional currency of Panther Canada is the Canadian Dollar (CAD) which is the currency of the environment in which the 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.
63
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1.5 Tax
Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for
the year. Taxable profit differs from profit as reported comprehensive income statement because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The Group's liability for current tax
is calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where the Group and its subsidiaries
operate by the end of the financial period.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions
or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following
exceptions: Deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not that there will be
suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured on an
undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws
enacted or substantively enacted at the balance sheet date.
1.6 Exploration and evaluation assets
Exploration and evaluation assets represent the cost of acquisitions by the Group of rights and licences. 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.
Any deferred contingent consideration payable in relation to acquisitions of licences or options under the exploration projects is recognised at fair
value at the acquisition date. Subsequent changes to the fair value of the contingent consideration, which is deemed to be an asset or liability,
are recognised either in the profit and loss account or in other comprehensive income, in accordance with IAS 39.
Deferred and contingent consideration amounts payable in the next or subsequent financial years are discounted to present value with year-
on-year changes reflected in the profit and loss account. Amounts payable based on the ultimate success of an exploration project are only
recognised when there is a legal obligation in relation to the acquisition agreement, the amount can be reliably estimated and there is a strong
likelihood of the amount being payable.
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.
1.7 Impairment of exploration and evaluation assets
The carrying values of capitalised exploration and evaluation assets are assessed for impairment if fact and circumstances indicate that the
carrying amount exceeds the recoverable amount and sufficient data exists to evaluate technical feasibility and commercial viability. If any
indication of impairment exists, an estimate of the asset’s recoverable amount is calculated. The recoverable amount is determined as the
higher of the fair value less costs of disposal and the asset’s value in use. If the carrying amount of the asset exceeds its estimated recoverable
amount, the asset is impaired, and an impairment loss is charged to the Statement of comprehensive income to reduce the carrying amount to
its estimated recoverable amount.
If individual claims/ cells are abandoned for one reason or another, then the property as a whole will be considered for impairment. An impairment
presumption also exists if no work has been done on a claim/ cell in three years. Cash resources are taken into consideration to justify claim
preservation/renewal in the forthcoming twelve months.
1.8 Investments
Investments in subsidiaries are held at cost less provision for impairment. Initial recognition of investments is at the fair value of the assets given,
equity instruments issued, and liabilities incurred or assumed.
Investments in associates
An associate is an entity over which the Group is able to exercise significant influence but not control, generally accompanying a shareholding
of between 20% and 50% of the voting rights. The Group’s investments in associates are recognised using the equity method of accounting.
The consolidated profit and loss statement reflects the Group’s share of an associate’s loss after tax. Where the Group’s share of losses in an
associate exceeds its investment, the Group ceases to recognise further losses unless an obligation exists for the Group to fund the losses.
Where a change in net assets has been recognised directly in the associate’s equity, the Group recognises its share of those changes in the
statement of changes in equity when applicable. Adjustments are made to align the accounting policies of the associate with the Group’s and
to eliminate the Group’s share of unrealised gains and losses on transactions between the Group and its associates.
64
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1.9 Held for Sale Investments
Investment assets intended for disposal are reclassified as ‘held for sale’ once all of the following criteria are met:
• the asset is available for immediate sale in its present condition subject only to
• terms which are usual and customary for such sales
• the sale must be highly probable ie:
• management are committed to a plan to sell the asset
• an active programme has begun to find a buyer and complete the sale
• the asset is being actively marketed at a reasonable price
• the sale is expected to be completed within 12 months of the date of classification as ‘held for sale’ and
• the actions needed to complete the plan indicate it is unlikely that the plan will be dropped or significant changes made to it.
Following reclassification, the assets are measured at the lower of their existing carrying amount and their ‘fair value less costs to sell’. Any
depreciation ceases to be charged. Assets are de-recognised when all material sale contract conditions have been met.
1.10 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.
1.11 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.
1.12 Financial Liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or
as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value
and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. A financial liability is derecognised when
the associated obligation is discharged or cancelled or expires.
1.13 Equity instrument
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all 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.
1.14 Share based payments and Warrants
The Group operates equity-settled, share-based schemes, under which the Group receives services from employees or third-party suppliers
as consideration for equity instruments (options and warrants) of the Group.
The fair value of the third-party suppliers’ services received in exchange for the grant of the options is recognised as an expense in the Income
Statement or charged to equity depending on the nature of the service provided.
The value of the employee services received is expensed in the Income Statement and its value is determined by reference to the fair value
of the options granted: - including any market performance conditions; - excluding the impact of any service and non-market performance
vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period);
and - including the impact of any non-vesting conditions (for example, the requirement for employees to save).
The Group classifies instruments issued as financial liabilities or equity instruments in accordance with the substance of the contractual terms
of the instruments. The warrants issued (as outlined in note 17) are classified as equity instruments.
The fair value of the share options and warrants are determined using the Black Scholes valuation model, considering the terms and
conditions upon which the options or warrants were granted.
The amount recognised as an expense is adjusted to reflect the actual number of share options that are likely to vest.
The share-based payments reserve is used to recognise the value of equity-settled share-based payments, see to note 17 for further details.
65
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1.15 New IFRS standards and interpretations not applied
The following standards and amendments became effective in the year:
• IAS 16 Amendments prohibiting a company from deducting from the cost of property, plant and equipment amounts received from selling
items produced while the company is preparing the asset for its intended use;
• IAS 37 Amendments regarding the costs to include when assessing whether a contract is onerous;
• IFRS 3 Amendments updating a reference to the Conceptual Framework;
• IFRS 9 Amendments relating to the fees in the ‘10 per cent’ test for derecognition of financial liabilities;
• Annual Improvements to IFRS Standards 2018-2020 Cycle.
There has been no material impact from the adoption of new standards, amendments to standards or interpretations which are relevant to the Group.
1.16 New accounting standards, amendments and interpretations that are issued but not yet applied by the Group
Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for accounting periods
beginning on or after 1 January 2024 and which the Group has chosen not to adopt early. These include the following standards which are
relevant to the Group:
• IAS 1 Amendments regarding the classification of liabilities, Amendments regarding the disclosure of accounting policies, and Amendments
regarding the classification of debt with covenants;
• IFRS 7 Amendments regarding supplier financial arrangements;
• IFRS 16 Amendments to clarify how a seller-lessee subsequently measures sale and leaseback transactions;
• IAS 8 Amendments regarding the definition of accounting estimates;
• IAS 12 Amendments regarding deferred tax on leases and decommissioning obligations and Amendments to provide a temporary exception
to the requirements regarding deferred tax assets and liabilities related to pillar two income taxes;
• IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information; and
• IFRS S2 Climate-related Disclosures.
The Group does not expect that the standards and amendments issued but not yet effective will have a material impact on results or net assets.
2. Critical accounting estimates and judgements
The preparation of financial statements in conformity with UK adopted International Accounting Standards, 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 several 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 Dotted Lake Project licences, the Obonga Greenstone Project licences, and the Manitou Lakes Project licences cannot
be reliably estimated. The licence areas are 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 several factors, including the level of potential resources and whether the
Group’s licences remain in good standing.
The directors have considered 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.
66
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3. Segmental information
Continuing activities- Panther Canada
Obonga Project
Panther Metals acquired the Obonga Greenstone Belt in July 2021, identifying four prospective primary targets: Wishbone, Awkward, Survey
and Ottertooth. A successful Phase 1 drilling campaign at Wishbone in Autumn 2021 revealed the presence of significant VMS-style mineralised
systems on the property - the first such discovery across the entire greenstone belt. A Phase 2 drilling campaign took place at Wishbone in
Autumn 2022 and again revealed the presence of a second significant VMS-style mineralised system.
Awkward is a highly anomalous magnetic target, interpreted to be a layered mafic intrusion and magmatic conduit based on mapped geology
and airborne geophysics.
Two additional named targets, Survey and Ottertooth, both display further coincident magnetic and electromagnetic anomalies and are adjacent
to the contact between intrusive and extrusive mafic rocks.
A successful Phase 2 drilling campaign took place at Survey, Wishbone and Awkward in Autumn 2022 and resulted in the discovery of a second
VMS on the Obonga project. The Survey Prospect is confirmed as a new VMS. At the Wishbone VMS System drilling has given further wide
massive sulphide intersections and high-grade zinc intersections. At Awkward the latest round of diamond drilling outlined potentially significant
intersections of near-surface crystalline ‘flake’ graphite.
On 2 February 2023, the Company reported that the results from the latest round of diamond drilling confirmed the discovery of an VMS mineral
system at the Obonga Project. The Survey Prospect is confirmed as a new VMS. In addition, at the Wishbone VMS System, drilling has given
further wide massive sulphide intersections and Zn intersections of up to 11.65% Zn. The latest round of diamond drilling outlined potentially
significant intersections of near surface crystalline ‘flake’ graphite at the Obonga Project, Awkward Prospect.
On 12 May 2023, the Company announced the acquisition, through staking, of 171 additional mining claims that are directly contiguous to the
Obonga Project and which provide coverage of exploration ground considered highly prospective for critical metals on the northwest corner of
the Obonga greenstone belt.
Dotted Lake Project
Panther Metals acquired the Dotted Lake Project in July 2020, it is situated approximately 16km from Barrick Gold’s renowned Hemlo Gold
Mine. An extensive soil programme conducted in 2021 identified numerous gold and base metal targets, all within the same geological footprint.
Following the installation of a new trail providing direct access to the target location, an initial drilling programme in Autumn 2021 confirmed the
presence of gold mineralisation within this system with anomalous gold continuing along strike and present within the surrounding area.
On 27 June 2023, the Company provided an exploration permitting update for the Dotted Lake property in the Province of Ontario Canada.
Panther have submitted a comprehensive exploration and drill permit application (number PR-23-000215) that covers 57 claim cells on the north
and northwest side of our 100%
Manitou Lakes Project
On 7 April 2022 the Company announced that it had entered into an option and sale and purchase agreement with Shear Gold Exploration
Corporation to purchase a substantial claim holding including the West Limb and Glass Reef gold properties, on the Eagle - Manitou Lakes
Greenstone Belt.
The project covers a total area of approximately 98km2 and is located within the gold endowed Kenora Mining District, approximately 300km
east of Thunder Bay and equidistant between the towns of Fort Frances and Dryden in north-western Ontario, Canada.
On 3 May 2023 the Company announced the award of Exploration Permit PR-23-000024 (the “Permit”) for drilling at the Manitou Lakes Project
(“Manitou Lakes” or the “Project”) in Ontario, Canada. The Permit, which is valid through to 24 April 2026, covers the Barker Prospect on
the West Limb area of the Project and allows for ground and down-hole geophysics, bedrock stripping and up to 23 drill holes over an area
encompassing 7 mining claims.
On 27 September 2023 the Company announced the acquisition by staking of 19 additional single cell mining claims (“Claims”), covering circa
415 hectares (4.15km2). The Claims comprise two blocks of ground, the Scattergood Lake block and Beaverhead Island block, that are directly
contiguous to the Manitou Lakes Project and which provide additional coverage of exploration ground considered highly prospective for gold.
On 1 November 2023 the Company announced the commencement of the inaugural Manitou Lakes Project diamond drilling programme which
is targeting gold mineralisation at the Glass Reef Target.
The planned diamond drilling programme has been designed to test a linear gold in soil anomaly delineated in the vicinity and along strike
of the historical Glass Reef Mine which worked a quartz gold stockwork between the 1890s and 1912. The current planned programme will
encompass up to six diamond drill holes over a 300m strike length.
67
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3. Segmental information continued
Continuing activities- Panther Canada
On 5 December 2023, the Company announced the successful conclusion of the inaugural drilling programme with the following highlights:
• 5 holes for 503 metres of diamond core drilling successfully completed at the Glass Reef target.
• Visual inspection of drill core confirms shear hosted quartz vein mineralisation intersected.
• All drill core safely returned to Panther’s Thunder Bay warehouse.
• Geological core logging and sampling to commence this week.
As at 31 December 2023 the exploration and evaluation asset totalled £1,883,466 (2022: £2,303,520) relating to project expenditure. In the
financial years to 31 December 2023 and 2022 Panther Canada did not record any turnover and recorded a loss of £10,003 (2022: £11,074)
attributable to administrative costs. All other expenses were capitalised and held as evaluation and exploration assets in accordance with the
Group’s accounting policy.
Geographical segments
The Group’s assets and liabilities are split by geographic location in the table below.
As at 31 December 2023
Total assets
Total liabilities
Net assets/ (liabilities)
As at 31 December 2022
Total assets
Total liabilities
Net assets/ (liabilities)
4. Operating loss
Operating loss has been arrived at after charging:
Loss/ (gain) on foreign exchange
Auditors remuneration – audit fees
5. Employees
Canada
£
Isle of Man
£
Group
£
1,889,323
4,287,181
4,261,422
(1,924,491)
(696,075)
(704,476)
(35,168)
3,591,106
3,556,946
Canada
£
Isle of Man
£
Group
£
2,320,560
3,490,369
3,547,342
(2,346,327)
(297,596)
(336,437)
(25,767)
3,192,773
3,210,905
Year ended
31 December
2023
£
Year ended
31 December
2022
£
46,878
24,000
(116,729)
24,000
There were no employees of the Group during the year. Director’s remuneration is separately disclosed in the Director’s Remuneration Report
on page 44 to 49.
68
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
6. Taxation
The Company is incorporated in the Isle of Man which has a corporation tax rate of 0%. During the year ended 31 December 2021, Company
registered for tax in the UK. The tax on profit/(loss) for the year is calculated at the standard rate of corporation tax in the UK of 25% (2022:
19%). The tax charge for the year is £nil (2022: £nil).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax
as follows:
Profit/(loss) before tax
Corporation tax at the standard rate
Effect of unrelieved tax losses carried forward
Total tax charge/ (credit)
Year ended
31 December
2023
£
Year ended
31 December
2022
£
321,477
80,369
(80,369)
-
(977,846)
(185,791)
185,791
-
There is an unrecognised deferred tax asset as at 31 December 2023 of £354,725 (2022: £488,931) which in view of the trading results, is
not considered by the directors to be recoverable in the short term. The applicable tax rate is 25% which was substantially enacted under UK
legislation and would be the rate applicated when the asset reverses.
7. Earnings/ (Loss) per share
The basic earnings per share for the period of 0.290p (2022: -1.22p) is calculated by dividing the profit for the period by the weighted average
number of Ordinary Shares in issue of 92,822,307 (2022: 78,075,854 Ordinary Shares). No shares were issued during the year.
There are 41,196,159 potentially issuable shares all of which relate to share options issued to Directors and professional advisers under option,
options issued as part of acquisitions and warrants issued as part of placings and the issuance of debt (see note 14), the weighted average
number of potential Ordinary Shares in issue is 134,738,465 (2022: 109,298,579 Ordinary Shares). On this basis the diluted earnings per share
is 0.199p. Due to the losses in the year ended 31 December 2022, the diluted loss per share is anti-dilutive and therefore has been kept the
same as the basic loss per share of -1.22p per share.
8. Exploration and evaluation assets
Group
Net book value
At 1 January 2023
Additions
Disposal of Big Bear (see note 10)
Disposal of Queensland Asset (see note 10)
At 31 December 2023
Canada- Dotted Lake Project
Panther Canada
£
Panther PLC
Total
£
2,211,104
92,416
2,303,520
147,371
(494,449)
-
1,864,026
-
-
(72,976)
19,440
147,371
(494,449)
(72,976)
1,883,466
Panther Metals acquired the Dotted Lake Project in July 2020, it is situated approximately 16km from Barrick Gold’s renowned Hemlo Gold Mine.
During the year ended 31 December 2022 expenditure on the project amounted to £39,337 and related to core cutting and processing.
During the year ended 31 December 2023 expenditure on the project amounted to £1,961 and related to geological consultancy.
69
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
8. Exploration and evaluation assets continued
Canada- Obonga Greenstone Belt Project
On 2 August 2021, the Company announced the acquisition of 1,128 claims, constituting an almost exclusive exploration holding over the
Obonga Greenstone Belt located approximately 80km north of the Lac Des Iles Mine and 160km north of Thunder Bay in the Province of
Ontario Canada. The acquisition of claims, consolidating Panther Canada’s new Obonga Project, results from an agreement with Broken Rock
Resources Ltd and Panther’s own claim staking strategy which provides the Company with control of an important mineral belt with identified
and permitted high prospectivity drill-ready base and precious metal targets. The total consideration package on the project amounted to
£301,496. In November 2021, the Company agreed a deal to take an option on four further properties on the Obonga greenstone belt to
supplement its landholding in the area.
During the year ended 31 December 2022 expenditure on the project amounted to £831,192.
• Survey and drilling assessment work amounting to £23,722.
• A successful Phase 2 drilling campaign costing £593,027 took place at Survey, Awkward and Wishbone in Autumn 2022 and resulted in the
discovery of a volcanogenic massive sulphide (VMS) at Survey. The Wishbone VMS System drilling has given further wide massive sulphide
intersections and high-grade zinc intersections. At Awkward, the drilling has outlined potentially significant intersections of near-surface
crystalline ‘flake’ graphite.
• Surveying, sampling and core processing costs of £57,570.
• Geological services relating to the work amounting to £156,873.
During the year ended 31 December 2023 expenditure on the project amounted to £57,653 and related to geological consultancy, staking, core
processing, warehousing, claims management and reporting and helicopter surveys and reconnaissance in preparation for the 2024 programme.
Canada- Manitou Lakes Project
On 7 April 2022 the Company announced that it had entered into an option and sale and purchase agreement with Shear Gold Exploration
Corporation to purchase a substantial claim holding including the West Limb and Glass Reef gold properties, on the Eagle - Manitou Lakes
Greenstone Belt.
The project covers a total area of approximately 98km2 and is located within the gold endowed Kenora Mining District, approximately 300km
east of Thunder Bay and equidistant between the towns of Fort Frances and Dryden in north-western Ontario, Canada.
During the year ended 31 December 2022 expenditure on the project amounted to £72,180.
During the year ended 31 December 2022 expenditure on the project amounted to £87,654 relating to £73,077 on the Autumn drilling programme
and £14,577 on geological consultancy, claims management and reporting.
Panther Metals PLC
The Company directly holds a small amount of exploration and evaluation assets in projects in Queensland and Mauritania.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.
70
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
9. Investments
Company
At 1 January 2022
Panther Australia loss on associate
Panther Australia foreign exchange gain
Deregistration of Parthian Resources (HK) Limited
At 31 December 2022
At 1 January 2023
Panther Australia loss on associate
Panther Australia foreign exchange gain
Panther Australia reclassification of associate as held for sale investment
At 31 December 2023
Investments
£
1,165,528
(214,782)
94,080
(182)
1,044,644
1,044,644
(171,393)
2,790
(876,040)
1
On 28 April 2023, the Company informed shareholders that Panther Australia had closed its rights issue to raise AUD$2.7 million to grow the
nickel-cobalt Mineral Resource at its flagship Coglia Project in Western Australia. A Follow-on Placement of AUD$308,750 million was instituted
to accommodate a portion of the excess demand from both existing shareholders and new institutional and professional investors. As a result
of the rights issue and placement, Panther held 23.54% of the outstanding shares in Panther Australia (December 2022 – 36.61%).
On 11 December 2023 the Company announced its entire holding in ASX listed Panther Metals Ltd was released from escrow and became
free trading. At this point the entire holding stated in the table above was reclassified as a held for sale investment (see note 10). The Company
recognised the share is losses in the associate and then reclassified the investment as held for sale.
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
Ownership
Country of Incorporation
Nature of business
100%
100%
Malaysia
Canada
Dormant
Exploration
The subsidiary companies use the Company’s business address of Eastways Enterprise Centre, 7 Paynes Park, Hitchin, Hertfordshire, SG5 1EH
as their registered office.
71
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
10. Investments Held for Sale
Company
Net book value
At 1 January 2023
Additions in the period
Disposals in the period
Loss on investment held for sale
At 31 December 2023
Fulcrum Metals plc
Fulcrum Metals plc
£
ECR Minerals plc
Panther Metals
Limited
Total
£
-
1,785,323
-
(174,435)
1,610,888
-
60,000
(60,000)
-
-
-
-
876,040
2,721,363
-
(233,920)
642,120
(60,000)
(408,355)
2,253,008
On 7 April 2022, the Company announced the signing of a sale agreement for the transfer of 128 mining claims, constituting the Company’s Big
Bear Project located on the Schreiber-Hemlo Greenstone Belt. Under the terms of the agreement the Company’s Canadian subsidiary Panther
Metals (Canada) Limited transferred the Claims and associated information to Fulcrum Metals (Canada) Ltd., the Canadian subsidiary of Fulcrum
Metals Limited, an Irish registered company which at the time was seeking an IPO on the AIM Market of the London Stock Exchange.
On 10 February 2023, the Company noted that Fulcrum Metals plc had announced the successful pricing of an IPO and conditional placing of
17,142,857 Ordinary Shares in the capital of Fulcrum Metals plc to raise gross proceeds of approximately £3 million.
As a result, Panther holds a total of 9,971,839 Ordinary Shares in Fulcrum Metals plc representing a 20% interest in the entire issued share
capital of Fulcrum Metals plc, valuing Panther’s interest at £1.745 million at the Fulcrum Placing Price. In addition, Panther holds a total of
714,286 warrants exercisable at 17.5 pence with a two-year life from the date of Admission and a further 476,190 warrants exercisable at 26.25
pence with a three-year life.
The Big Bear exploration project asset in Panther Canada amounting to CAD$811,637 (£503,562) was transferred into a newly formed Canadian
vehicle and was acquired by Fulcrum Metals plc. Fulcrum Metals plc issued Ordinary Shares, warrants and paid cash to Panther. The share
consideration has been valued at the price per ordinary share as at the date of issue of the Ordinary Shares which was £1,745,000 as at 10
February 2023. The associated warrants have been valued at £40,323 by Fulcrum Metals plc in their interim report to 31 March 2023 (https://
fulcrummetals.com/wp-content/uploads/2023/06/Fulcrum-Metals-interims-March-2023.pdf). The cash has been valued at £200,000, the cash
proceeds received. The sale generated a gain on disposal of £1,481,754 which has been accounted for in the income statement.
As at 31 December 2023, the investment in Fulcrum Metals plc has been classed as held for sale on the basis that the Ordinary Shares can
be sold within the next 12 months and has been valued at the market price of the Ordinary Shares as at that date being 0.1575 pence and the
warrants on the same value as was recognised on inception. The difference between the market value at inception and as at 31 December 2023
has been recognised in the income statement in the period.
72
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
ECR Minerals plc
On 5 April 2023, the Company announced that it entered into a conditional agreement to sell Panther’s 30% interest in the Blue Mountain
Project, Queensland, Australia, comprising the Denny Gully Gold property to ECR Minerals plc (LON:ECR). The total consideration under the
agreement amounted to £200,000 of which 30% is due to Panther, settled by the issue of 31,913,196 Ordinary Shares in ECR Minerals plc at
a price of 0.6267p.
The Company’s interest in the Blue Mountain project amounted to £72,974. The share consideration has been valued at the price per ordinary
share as at the date of issue of the Ordinary Shares which was £60,000 as at 5 April 2023. This gives rise to a loss on disposal of £12,974
which has been accounted for in the income statement. The investment in ECR Minerals plc was classed as held for sale on the basis that the
Ordinary Shares can be sold within the next 12 months and has been valued at the market price of the Ordinary Shares as at that date. On 11
August 2023, the Company’s entire holding in ECR Minerals plc was disposed of for proceeds of £29,269 which generated a loss on disposal
of £30,731.
Panther Metals Limited
On 11 December 2023 the Company announced its entire holding in ASX listed Panther Metals Ltd was released from escrow and became
free trading. At this point the entire holding of 20,000,001 shares was reclassified as a held for sale investment on the basis that the Ordinary
Shares can be sold within the next 12 months. The fair of the investment of £642,120 is the market price as at that date being AUD $0.006 of
the 20,000,001 Ordinary Shares. The difference between the disposal value of the associate and the market value of the investment has been
recognised in the income statement.
11. Receivables
Amounts falling due within one period
Amounts due from subsidiaries
Prepayments
Other receivables
12. Cash and cash equivalents
Cash and cash equivalents comprise cash held at bank.
13. Trade and other payables
Trade payables
Accruals
Deferred consideration (note 15)
73
Group
Company
As at
31 December
2023
£
As at
31 December
2022
£
As at
31 December
2023
£
As at
31 December
2022
£
-
30,294
28,534
58,828
-
1,915,081
2,263,586
38,437
111,882
150,319
30,294
10,103
38,437
6,505
1,955,478
2,308,528
Group
Company
As at
31 December
2023
£
As at
31 December
2022
£
As at
31 December
2023
£
As at
31 December
2022
£
74,331
36,311
23,716
86,607
36,000
24,228
65,928
36,311
23,716
47,766
36,000
24,228
134,358
146,835
125,955
107,994
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
14. Convertible Loan Note and Loan Notes
Current Liabilities payable within 1 year
Amount due to Convertible Loan
Note Holders (Aug 2023)
Amount due to Loan
Note Holders (November 2023)
Group
Company
As at
31 December
2023
£
As at
31 December
2022
£
As at
31 December
2023
£
As at
31 December
2022
£
234,000
172,500
406,500
-
-
-
234,000
172,500
406,500
-
-
-
On 31 August 2023, the Company announced that it has raised in aggregate £200,000 (before expenses) by the issue of 17% unsecured
convertible loan notes with a 12-month maturity and possible early conversion and warrants attached on a one-for-one basis with an exercise
price of 5.5 pence each. The features of the convertible loan notes are as follows:
• The conversion price of each Convertible Loan Note is 4.1 pence per ordinary share.
• The Convertible Loan Notes are convertible at the option of the Company into such number of Ordinary Shares in the capital of the
Company as is the product of dividing the amount of an individual holder’s Convertible Loan Notes and accrued interest by 4.1 pence.
• The Warrants are attached to the Convertible Loan Notes on a one-for-one basis at an exercise price of 5.5 pence each.
On 20 November 2023, the Company announced the issue of 15% unsecured loan notes with a 12-month maturity and warrants attached on
a one-for-one basis with an exercise price of 3.3 pence. As and when the warrants are converted the value of those warrants will be subtracted
from the outstanding loan balance owed by the Company.
The Company has determined that both debt instruments are liabilities as the Company has an obligation to deliver cash or another financial
asset that it cannot avoid. The presentation of the debt as at 31 December 2023 fully accrues interest due on the debt (£34,000 for the
Convertible Loan Note and £22,500 for the loan notes respectively) as early settlement is at the determination of the Company but on a 12
month maturity basis.
The conversion of the Convertible Loan Notes is at the determination of the Company rather than the loan note holder (reverse convertible loan
notes) and is for a fixed number of shares. As at the balance sheet date the intention was to settle in cash. The Company therefore determined
that at the balance sheet date, any equity component of the Convertible Loan Notes would have a value of £nil.
The warrants attached to the convertible loan notes and the loan notes have been treated as equity instruments and have been valued on the
same basis as warrants issued as part of a share issue/ placing.
74
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
15. Provision for Deferred Consideration
Current Liabilities payable within 1 year
Amount due to Broken Rock
Amount due to Aki Siltamaki
Non-Current Liabilities
Amount due to Broken Rock
Amount due to Aki Siltamaki
Group
Company
As at
31 December
2023
£
As at
31 December
2022
£
As at
31 December
2023
£
As at
31 December
2022
£
17,787
5,929
23,716
163,620
-
187,336
18,136
6,092
24,228
183,557
6,045
189,602
17,787
5,929
23,716
163,620
-
187,336
18,136
6,092
24,228
183,557
6,045
189,602
On 2 August 2021, the Company announced the acquisition of 1,128 claims, constituting an almost exclusive exploration holding over the
Obonga Greenstone Belt located approximately 80km north of the Lac Des Iles Mine and 160km north of Thunder Bay in the Province of
Ontario Canada. The acquisition of claims, consolidating Panther Canada’s new Obonga Project, results from an agreement with Broken
Rock Resources Ltd and Panther’s own claim staking strategy which provides the Company with control of an important mineral belt with
identified and permitted high prospectivity drill-ready base and precious metal targets. Consideration for the Broken Rock transaction
consisted of CAD$50,000 in cash, 228,925 Panther shares credited as fully paid, the right to receive deferred consideration comprising
four tranches of CAD$30,000 in cash each payable within 30 days of the annual anniversary of the acquisition agreement, followed by a
final payment of CAD$250,000 in cash payable within 30 days of the fifth anniversary of the date of the acquisition agreement and 1.5%
NSR royalty (which has provision for Panther to reduce the royalty to 1.0% NSR through a CAD$3,000,000 buy-back). As part of the
transaction Panther also awarded 500,000 share options with an exercise price of 13p per share and a life of five years.
In November 2021, the Company agreed a deal with Aki Siltamaki to take an option on four further properties on the Obonga greenstone
belt to supplement its landholding in the area. The headline consideration was CAD$30,000 upfront and an ongoing payment of CAD
$10,000 per year for the three consecutive years of the agreement and the final payment of CAD $200,000. The final payment is
contingent on success in the ground.
A deferred consideration liability has been recognised as there are no conditions attached to these payments. The amounts payable over
time have been discounted to present value. Each year the liability is increased by the interest rate used in the discounting calculation with
subsequent increases expensed to finance costs.
During the year ended 31 December 2023, payments of CAD$30,000 and CAD$10,000 were made to Broken Rock and Aki Siltamaki
respectively and £1,431 (2022: £1,646) was recognised in finance costs.
75
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
16. Share capital
The table below presents the number of new Ordinary Shares after each equity transactions that occurred in the year ended 31 December 2023
and the comparative period to 31 December 2022.
Allotted, issued and fully paid:
At 1 January 2022
Placing on 7 March 2022
Shares issued upon exercising Subscription warrants
Placing on 18 August 2022
Issue of shares to geological consultant
As at 31 December 2022
As at 31 December 2023
Number of new
Ordinary Shares
No
Share
Capital
£
66,841,342
4,781,917
4,500,000
265,242
360,000
21,883
20,872,726
1,148,000
343,000
18,865
92,822,310
6,330,665
92,822,310
6,330,665
On 7 March 2022, the Company raised £360,000 through a placing of 4,500,000 Ordinary Shares at a price of 8p per share. The admission of
those shares took place on 10 March 2022.
On 8 March 2022, 265,242 Ordinary Shares were issued upon the exercise of 265,242 warrants at a price of 6p per share raising £15,915. The
admission of those shares took place on 11 March 2022.
On 18 August 2022, the Company announced the Placing and admission of 20,872,726 Ordinary Shares at a price of 5.5 pence per Placing
Share in raising gross proceeds of £1,148,000. The admission of those shares took place on 18 August 2022. Each Placing Share was issued
with one warrant attached entitling the holder to subscribe for one new ordinary share at a price of 8.5 pence (the “Warrants”). The Warrants
have a life of 36 months from the date of Admission and are subject to an accelerator so that in the event that the Company’s shares trade at
a volume weighted average price of 20 pence or more for five of more trading days (the “Accelerator Target”) the Company is obligated to give
notice to holders of the Warrants that any outstanding Warrants must be exercised within 14 calendar days’ and on 14 calendar days’ settlement
terms. If the Accelerator Target is achieved, any Warrants not so exercised will lapse.
On 24 November 2022, the Company announced it had issued 343,000 Ordinary Shares of no par value at a price of 5.5p each, credited as
fully paid, to a contractor as compensation for the successful execution of this phase of the Obonga work programme. The admission of those
shares took place on 28 November 2022.
76
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
17. Share based payment transactions
Equity settled share-based payments
On 18 August 2022, the Company announced the Placing and admission of 20,872,726 Ordinary Shares at a price of 5.5 pence per Placing
Share in raising gross proceeds of £1,148,000. The admission of those shares took place on 18 August 2022. Each Placing Share was issued
with one warrant attached entitling the holder to subscribe for one new ordinary share at a price of 8.5 pence (the “Warrants”). The Warrants
have a life of 36 months from the date of Admission and are subject to an accelerator so that in the event that the Company’s shares trade at
a volume weighted average price of 20 pence or more for five of more trading days (the “Accelerator Target”) the Company is obligated to give
notice to holders of the Warrants that any outstanding Warrants must be exercised within 14 calendar days and on 14 calendar days settlement
terms. If the Accelerator Target is achieved, any Warrants not so exercised will lapse.
On 31 August 2023, the Company announced that it has raised in aggregate £200,000 (before expenses) by the issue of 17% unsecured
convertible loan notes with a 12-month maturity and possible early conversion and warrants attached on a one-for-one basis with an exercise
price of 5.5 pence each. The Warrants are attached to the Convertible Loan Notes on a one-for-one basis at an exercise price of 5.5 pence each.
On 1 November 2023, the Company announced that it has issued 1,200,000 management options to the new directors Tracy Weslosky and
Katherine O’Reilly at the exercise price of 0.06p with a 5-year life.
On 20 November 2023, the Company announced the issue of 15% unsecured loan notes with a 12-month maturity and warrants attached on
a one-for-one basis with an exercise price of 3.3 pence.
Options and warrants issued, cancelled and outstanding at the year end
Issued
Forfeited
Exercised
At 31 Dec
2023
No of options
Weighted
average
exercise
price (pence)
At 1January
2023
No of options
500,000
4,600,000
5,250,000
20,872,726
-
-
-
-
-
-
-
4,878,048
4,615,385
1,200,000
31,222,726
10,693,433
-
-
-
-
-
-
-
-
-
-
-
-
-
-
500,000
4,600,000
5,250,000
20,872,726
4,878,048
4,615,385
1,200,000
41,916,159
0.13
0.15
0.18
0.085
0.055
0.033
0.060
0.693
Obonga options
Management options
Placing Warrants -
Sept 2021
Placing Warrants -
Aug 2022
Loan Note Warrants -
August 2023
Loan Note Warrants -
November 2023
Management Options -
November 2023
77
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
17. Share based payment transactions continued
Options and warrants outstanding and exercisable at the year end
No of options, vested
and exercisable
Exercise price
(p)
Weighted average contractual life
(years)
Expiry date
Obonga options
Management options -
August 2021
Placing Warrants -
Sept 2021
Placing Warrants -
August 2022
Loan Note Warrants -
August 2023
Loan Note Warrants -
November 2023
Management Options -
November 2023
500,000
4,600,000
5,250,000
20,872,726
4,878,048
4,615,385
1,200,000
13
15
18
8.5
5.5
3.3
6
2.59
2.64
2 August 2026
22 August 2026
0.73 22 September 2024
1.63
18 August 2025
0.67
31 August 2024
0.89 20 November 2024
4.84
1 November 2028
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
several 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
Obonga options -
August 2021
Management options -
August 2021
Placing Warrants -
Sept 2021
Placing Warrants -
August 2022
Loan Note Warrants -
August 2023
Loan Note Warrants -
November 2023
Management Options -
November 2023
Risk free rate
Share price volatility
Expected life
Share price at grant date
0.66%
0.77%
0.77%
3.67%
3.52%
3.52%
3.52%
55%
55%
55%
54%
53%
53%
53%
5 years
5 years
2 years
3 years
1 year
1 year
5 years
0.1363
0.1175
0.1325
0.0535
0.0290
0.0340
0.0340
The total charge to the consolidated statement of comprehensive income for the year to 31 December 2023 was £76,856
(2022: charge of £209,946).
78
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
18. Financial instruments
The following financial instruments were held at the balance sheet date:
Financial assets
Held for sale investments
Amounts due from related parties
Other receivables
Cash and cash equivalents
Financial liabilities
Trade payables
Accruals
Deferred consideration
Loan notes
Group
Company
As at
31 December
2023
£
As at
31 December
2022
£
As at
31 December
2023
£
As at
31 December
2022
£
2,253,558
-
28,534
66,120
2,348,212
74,331
36,311
187,336
406,500
704,478
-
-
111,882
48,859
160,741
86,607
36,000
213,830
-
336,437
2,253,558
1,915,081
10,103
59,254
-
2,263,586
6,505
44,780
4,237,996
2,314,871
65,929
36,311
187,336
406,500
696,076
47,766
36,000
213,830
-
297,596
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.
79
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
18. Financial instruments continued
Market risk
The Group will incur exploration costs in Canadian Dollars but it has raised capital in £ Sterling and its banking facilities are based in the UK and
Canada. Fluctuations in exchange rates of Canadian Dollar against £ Sterling may materially affect the Group’s translated results of operations.
The Company does not enter 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.
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 monitors 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.
19. Financial commitments
Dotted Lake Financial Commitments
The project licences held by Panther Canada in respect of Dotted Lake are subject to minimum spend requirements and to retain the licences
the Group is committed to spend CAD$51,600 in the next 12 months (2022: CAD$125,042).
Obonga Financial Commitments
The project licences held by Panther Canada at Obonga are subject to minimum spend requirements and to retain the licences the Group is
committed to spend CAD$441,600 in the next 12 months (2022: CAD$424,488).
Manitou Financial Commitments
The project licences held by Panther Canada at Manitou are subject to minimum spend requirements and to retain the licences the Group is
committed to spend CAD$210,400 in the next 12 months (2022: CAD$162,500).
Operating Lease Commitments
The Company leases its premises in Paynes Park Hitchin under a service agreement with a 3-month cancellation term giving rise to a potential
financial obligation of £1,912 should the lease be terminated.
80
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
20. 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.
Mining Analyst Consulting Limited, a company owned by Nicholas O’Reilly, charged Panther Canada £20,000 (2022: £12,667) in respect of
geological consultancy services and £12,000 (2022: £18,000) in relation to accounting and consultancy services.
Directors’ remuneration is detailed within the Directors’ Remuneration Report on pages 44 to 49. During the year ended 31 December 2023,
Directors’ remuneration has been paid to individuals as salaries (through payroll) or through service companies. The fees paid to Directors were
paid to the following service companies (figures include consultancy fees noted above).
Fees paid to Directors’ service companies
Company Name
CoMo Investment Solutions
Director
M Smith
Mining Analyst Consulting Limited
N O’Reilly / K O’Reilly
Year ended
31 December
2023
£
20,833
32,000
52,833
Year ended
31 December
2022
£
25,000
38,000
63,000
21. Subsequent events
Sale of shares in Fulcrum Metals PLC
On 12 March 2024 the Company announced it has sold a total of 2,346,717 Ordinary Shares of 1 p each in Fulcrum Metals PLC on 11
March 2024 at an average price of 15.2 pence per Ordinary Share. Following the sale, Panther continues to hold 7,625,122 Ordinary Shares
representing 15.26% of the Fulcrum issued share capital.
Pursuant to the sale, Panther has on 11 March 2024 entered into a new lock-in agreement with Fulcrum, Allenby Capital and Clear Capital,
thereby imposing a hard lock-in period on the Panther Shares to 15 May 2025 and the orderly market provision on the Panther Shares for a
year thereafter through to 15 May 2026. The provisions apply to the existing Ordinary Shares and any Ordinary Shares allotted and issued to or
subsequently acquired by Panther during the locked-in period described in the New Agreement.
81
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 COMPANY INFORMATION
Directors
Darren Hazelwood (Chief Executive Officer)
Nicholas O’Reilly (Non-Executive Chairman)
Simon Rothschild (Non-Executive Director)
Tracy Weslosky (Non-Executive Director)
Katherine O’Reilly (Non-Executive Director)
Secretary
Cavendish Secretaries Limited
Company number
009753V (Isle of Man)
19-21 Circular Road
Douglas
Isle of Man
IM1 1AF
Keelings Limited
Broad House
The Broadway
Old Hatfield
Hertfordshire
AL9 5BG
Orrick, Herrington & Sutcliffe (UK) LLP
107 Cheapside
London
EC2V 6DN
Bank of Montreal
595 Burrard Street
Vancouver
V7X1L7
Canada
Lloyds Bank PLC
1 Bancroft
Hitchin
SG25 1JQ
Computershare Investor Services (Jersey) Limited
Queensway House
Hilgrove Street
St. Helier
Jersey
JE1 1ES
Registered office
Auditors
Lawyers
Bankers
Registrars
82
PANTHER METALS | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 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