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UK
Panthera Resources PLC
2 Duke Street
Manchester Square
London
W1U 3EH
Australia
306 Pinjarra Road
Pinjarra Hills
QLD 4069
Australia
India
Tej Kunj
Ambavgarh
Udaipur – 313001
Rajasthan
India
pantheraresources.com
Growth through
exploration
Annual report and accounts 2018
Who we are
Panthera Resources PLC is an exploration and development group focused
on gold projects in India and West Africa and the optimisation of other
mineral properties.
The Company was incorporated in the United Kingdom in 2017. The Company’s
shares are listed on the Alternative Investment Market (“AIM”) of the London
Stock Exchange .
Vision
To build a portfolio of high quality, low cost gold assets in India and West Africa.
Our strategy
Panthera intends to utilise the proven ability of its Board and management
team to develop projects at all stages of the value chain to create a significant
gold exploration and development group. The plan is to do so through
exploring and developing its current and future gold resource projects.
Company information
Directors
Michael Higgins Non-Executive Chairman
(Appointed 8 September 2017)
Geoffrey Stanley Managing Director
(Appointed 8 September 2017)
Christopher Rashleigh Non-Executive Director
(Appointed 20 November 2017)
Peter Carroll Non-Executive Director
(Appointed 20 November 2017)
David Stein Non-Executive Director
(Appointed 20 November 2017)
Timothy Hargreaves Non-Executive Director
(Appointed 20 November 2017)
Catherine Apthorpe Non-Executive Director
(appointed 11 June 2018)
See the Group’s website for biographies of Directors:
www.pantheraresources.com/about/board-of-directors/
Independent Auditor
PFK Littlejohn LLP
1 Westferry Circus
Canary Wharf
London
E14 4HD
Solicitors
Kerman & Co LLP
200 Strand
London
WC2R 1DJ
Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Registered office
2 Duke Street
Manchester Square
London
W1U 3EH
Company number
10953697
Nominated Adviser
RFC Ambrian
Condor House
10 St Paul’s Churchyard
London
EC4M 8AL
Contents
Highlights of 2018 1
Chairman’s statement 2
Strategic and operational report 4
Directors’ report 12
Independent Auditor’s report 14
Group statement of comprehensive income 18
Group statement of financial position 19
Company statement of financial position 20
Group statement of changes of equity 21
Company statement of changes in equity 22
Group statement of cash flows 23
Company statement of cash flows 24
Notes to the financial statements 25
Company information IBC
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Corporate website
pantheraresources.com
Designed and produced by fourthquarter
Highlights of 2018
Panthera Resources PLC was formed in September 2017 to be the Holding
Company of the Indo Gold Group
• It then completed the acquisition of 100% of Indo Gold Limited via a one for one share offer.
• On 21 December 2017, the Group listed on the AIM market of the London Stock Exchange.
The Board was reorganised, and the Managing Director was appointed
• Following the successful acquisition of Indo Gold, the Board was reconstituted to include
the Indo Gold Directors.
• Geoff Stanley was appointed Managing Director of the Company.
• After the year-end, Ms Catherine Apthorpe was appointed to the Board, bringing important
independence, knowledge and skills relevant to the Company’s activities.
The Bhukia JV project in Rajasthan, India is targeted for a +6.0Moz resource drill-out
• Primary mineralisation occurs from near-surface, with potential to develop a large, bulk mineable
open-pit gold-copper mining operation.
• A JORC-compliant resource of 1.74Moz exists, with a planned exploration programme that
targets increasing this to over 6.0Moz.
• The JV’s prospecting licence application reached key milestones during the year with various
approval bodies.
• In August 2018 the government of Rajasthan rejected the prospecting licence application on what
the Board considers to be spurious grounds and the JV is moving to secure Stay Order protection,
from the High Court of Rajasthan, of its former reconnaissance permit areas.
High potential West Africa gold exploration portfolio with drill-ready targets
• The Naton JV project in southern Burkina Faso, West Africa was acquired and significantly
advanced towards first drill testing.
• Drilling at Naton after the period end saw ore grade gold mineralisation encountered on four
out of five structures tested.
• The Kalaka JV project in southern Mali, West Africa was acquired and significant gold in soil
anomalies were identified.
• The Bassala JV was negotiated, the project area acquired, and exploration commenced, which
has subsequently yielded an excellent, extensive and highly encouraging gold in soil anomaly
that is clearly worth drill testing.
A US$5.0 million funding package was negotiated
• Republic Investment Management of Singapore agreed to provide financing in three tranches.
• Tranche one of $1.5 million was drawn down in June 2017 and tranche two of $1.5 million was
drawn down following the successful December 2017 listing of the Company on the AIM market.
• The third tranche of $2.0 million is to be drawn down upon the grant of a prospecting license for
the Bhukia project and receipt of the necessary approvals to recommence exploration drilling.
PANTHERA RESOURCES ANNUAL REPORT 2018 1
Chairman’s statement
The Group had a very active and successful year from both an operational and corporate
perspective. Throughout the year in question, steady progress was made towards
obtaining a Prospecting License (“PL) for the Bhukia joint venture project in India and
a successful three tranche financing was negotiated with Republic Investment
Management (“Republic”) of Singapore.
Additionally, a corporate restructuring was undertaken, which
culminated in the listing of the Company’s shares on the AIM market
in London. This involved the creation of Panthera Resources PLC as
the Parent Company to the Indo Gold Group (“Indo Gold”) through a
one for one share exchange with shareholders of Indo Gold Limited.
In this transaction, Panthera acquired 100% of the shares of Indo
Gold. Accordingly, the financial information for the current year and
comparatives have been presented as if Indo Gold Limited has been
owned by Panthera Resources PLC throughout the current and prior
years. Panthera listed on the AIM market in London on 21 December
2017 and the Group’s management and Board processes are being
progressively transitioned to the UK. Any information for the
Parent Company is from its inception on 8 September 2017.
Strategic vision
The Company’s vision is to utilise management’s proven ability to
identify and develop projects at all stages of the value chain to create a
successful exploration and development group. The leadership aims to
create a mid-tier mining Company by building a portfolio of high
quality, low cost gold assets in India and West Africa.
Its strategic business objectives are to regain mineral rights for the JV
then explore and develop the highly prospective Bhukia Gold Project
in India, to explore and grow the value of its prospective West African
gold portfolio and to nurture and eventually harvest other non-core
exploration and development assets in its wider property portfolio.
successful completion of the acquisition of Indo Gold, Panthera’s
Board was restructured to include the remaining Directors of Indo
Gold. At that time the Board grew to 6 members with the addition of
David Stein, Tim Hargreaves, Peter Carroll and Chris Rashleigh.
The Board and management intend to continue to grow the Board’s
capabilities to better reflect its UK domicile and its AIM market
listing and industry best practice capabilities. To that end, Catherine
Apthorpe was appointed to the Board subsequent to the end of the
reporting period.
The appointment of Ms Apthorpe, who was recently selected as one
of the Top 100 Global Inspirational Women in Mining, adds important
capabilities, knowledge and independence to Panthera’s Board
of Directors.
Corporate
A successful funding agreement was negotiated with Republic, a
major Singapore based funds management Group. The agreement
provides a total investment of $5.0m in three tranches. The initial
tranche of $1.5m was received in June 2017, and the second tranche
of $1.5m was received in early January 2018. The final tranche will be
received upon the successful grant of the Bhukia JV PL and receipt of
the necessary permits to begin drilling. As a direct result of the plan
to list on AIM there was a significant acceleration of activity during
the reporting period.
Throughout the course of the year Panthera has worked tirelessly
to execute this strategic vision.
The Company met with considerable success in West Africa.
Three joint ventures were successfully negotiated. These were the
Naton project in southern Burkina Faso and the Kalaka and Bassala
projects in southern Mali. Work was commenced on all three of
these projects, with all of them advancing successfully towards
preparedness for drill testing.
In India the grant of our agreed PL was pursued through a series of
discussions and meetings with government officials in Rajasthan,
mainly the Principal Sec. of Mines, who repeatedly agreed to
recommend forwarding the PL application to the Government of India
(“GoI”) with a positive recommendation for grant. In January of 2018
the Company was the beneficiary of a Court Order (“Order”) from the
Hon. High Court of Rajasthan (“Court”) in its favour. Unfortunately, in
an event after the year-end, the Government of Rajasthan (“GoR”)
seemingly reversed its expressed position and formally rejected the
Bhukia PL application on what are considered spurious grounds.
At the time of writing, the Company is considering its legal options
but is confident it will receive stay orders protecting its rights over
the reconnaissance permit areas previously held by the JV.
The Board
Following its formation in September 2017 the Company’s Board
consisted of Michael Higgins and Geoffrey Stanley. Upon the
Operations
India
During the period the Group continued its efforts to secure the
mineral rights to the key properties it is legally entitled to in India.
While the bureaucratic process in India continues to improve at the
GoI level, progress at the state level was much slower than hoped.
The strong legal endorsement of our rights via an Order from the
Court issued on 22 January 2018 required the GoR to make a final
recommendation regarding the grant of the Bhukia PL application
in line with a Letter of Intent negotiated between the JV and the
Government in 2015. This decision regarding grant of the PL
was required by the Court, preferably within three months, by
23 April, 2018. Despite the Company’s consistent efforts to achieve
a positive result, it was not forthcoming, and the subsequent
PL rejection means that exploration efforts remain on hold until
such time as the necessary licence and permits are secured.
West Africa
During the reporting period the Group significantly advanced its
portfolio of gold exploration properties in West Africa. Efforts
leveraging management’s considerable experience, network of
connections and technical capabilities resulted in the successful
acquisition of three properties. One property is located in Burkina Faso
(Naton) and two in Mali (Kalaka and Bassala). Exploration efforts began
in earnest and have met with considerable success. This is discussed in
more detail in the Operational Review section of this report.
2 PANTHERA RESOURCES ANNUAL REPORT 2018
G U L F
O F G U I N E A
West African property location:
I
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Undifferentiated Granitoids
Tarkwaion
Birimian
Sediment-dominate
Volcanic-dominant
Undifferentiated greenstone,
gneiss, granitoids
Major Faults / Structure
Gold deposits
> 10 Moz
5 - 10 Moz
0.5 - 5 Moz
0 200 400km
Outlook
The Company’s strategic approach of maintaining a vigorous exploration
effort to leverage its exploration expertise is paying dividends, as our
staged, systematic work has upgraded all three properties in West
Africa. Conversely the permitting process in India has suffered
a temporary setback which, combined with muted capital market
conditions for mineral exploration companies necessitates a more
prudent follow-up of the exciting drill targets defined in West Africa
than we might otherwise like. Nevertheless, with increasingly attractive
exploration targets and ore grade intersections to follow up, the Board
is confident that 2019 provides an opportunity for great success.
While the Indian permitting odyssey has entered a new phase, the
Board has reiterated a commitment to succeed in overcoming the
hurdles that appear to frustrate the Company at each turn. The recent
PL rejection offers a very good opportunity to leverage the Courts of
India, which have always provided the JV with successful outcomes
because of its rightful and legally sound claims. The Board believes
that obtaining successful property protection through Stay Orders
will allow a positive permitting result to be achieved in the medium
term, which we anticipate will be a catalyst for substantial value
recognition in the capital markets.
On behalf of Panthera’s executive and management team, I would
like to express our appreciation and thanks to all of our employees
for their efforts and hard work during the past year.
On behalf of the Board I would also like to extend our immense
gratitude to Chris Rashleigh and Peter Carroll, two Directors who will
not be standing for re-election. Chris is a co-founder of the Group and
Peter joined in 2005. They have served the Group tirelessly since its
inception and their professionalism and wise counsel will be missed.
Michael Lindsay Higgins
Non-Executive Chairman
3 September 2018
exploration properties in West Africa. Leveraging
our considerable experience, network of connections
and technical capabilities resulted in the successful
“ We significantly advanced our portfolio of gold
acquisition of three properties.”
PANTHERA RESOURCES ANNUAL REPORT 2018 3
Strategic and operational report
The Directors present their strategic report on the Group for the year ended 31 March 2018.
Strategy
Panthera Resources is focused on multiple paths of value creation, through the
discovery, development and optimisation of mineral assets.
Panthera intends to utilise the proven ability of its Board and
management team to develop projects at all stages of the value chain
to create a significant gold exploration and development group.
The Board wants to build a portfolio of high quality, low cost gold
assets in India and West Africa. The plan is to do so through exploring
and developing its current and future gold resource projects.
A dual work stream approach will be taken, working on the Indian and
West African projects simultaneously. In India, emphasis will continue
to be placed on attaining a prospecting license for the Bhukia JV
property and then utilising the extensive amount of exploration
already completed by Indo Gold, the Geological Survey of India and
Hindustan Zinc Limited to drill define a substantial JORC-compliant
resource base and complete a bankable feasibility study.
In parallel the Group will be focused on utilizing the recently
completed and encouraging induced polarisation, magnetic, soil
geochemical and geological mapping surveys to target RC drilling at
Naton. Subsequent to year-end a first RC drilling programme at Naton
achieved excellent results with ore grade intersections encountered
at 4 of the 5 structures tested, and further drilling is clearly required.
At Kalaka work will focus on targeting RC drilling. At Bassala, work
consisted mainly of soil geochemical surveys and field mapping which
were designed to enable targeting of RAB drilling.
In addition to focusing on the development of its existing concessions,
the Group was able to utilise its presence in, and knowledge of, India
and the West African region as a platform to seek further growth
opportunities via joint venture arrangements and/or acquisitions of
other metals projects. Several advanced opportunities have already
emerged from this initiative but as yet no transactions have transpired.
Key strengths
High potential assets with low operating costs in stable operating environments
with strong, highly experienced leadership.
Large gold resource with significant upside
potential at Bhukia
A JORC compliant inferred resource of 1.74Moz is defined over the
approximately 10 per cent of the gold in soil anomaly that has been
tested, with high potential exploration targets for extensions of that
resource. The Bhukia project has been subjected to over 150 drill
holes in addition to extensive sampling, with the GSI producing an
unclassified non-JORC resource that substantiates a geologic target
of over 6.0Moz of gold.
Potential to be a low-cost operation
Management believe the Bhukia project hosts all the key parameters
to enable a low-cost operation. The conceptual operation is expected
to incorporate a shallow open-pit mine with consistent and
continuous grades. The large-scale ore body and potential to capture
by-product copper contributes to further low costs. Pit optimisations
suggest that the majority of the inferred resource may be recovered
at low gold prices. The operation has extensive infrastructure, with
power, roads and transport in close proximity.
Support of national governments
The Government of India (“GoI”) is highly supportive of the mining
industry, promoted by Prime Minister Modi’s “Make in India”
campaign to strengthen the nation. The GoI has been particularly
responsive when dealing with the Group. The development of the
Bhukia Project would bring additional employment opportunities for
the local community, and the Group anticipates continued support
from the GoI and local community alike. The same is also expected of
the Governments of Burkina Faso and Mali who are both promoting
the resources industry and regional economic growth.
Board and management team
The Group has assembled a strong Board and management team that
provide a multi-disciplined, well-educated and experienced leadership,
collectively demonstrating substantial experience in the exploration,
financing, development and operation of mines.
West African portfolio
The Company’s assets in Burkina Faso and Mali present a portfolio
of large, cohesive soil anomalies with significant eluvial, alluvial
and artisanal workings spread over well-known gold mineralised
geological belts. Panthera will take advantage of its team’s extensive
experience in the areas to develop the projects and follow up on its
early drilling success.
4 PANTHERA RESOURCES ANNUAL REPORT 2018
Organisational review
The Board of Directors
The Board is responsible for providing strategic direction for the
Group, setting objectives and management policies and agreement on
performance criteria. The Board monitors compliance with objectives
and policies of the Group through monthly performance reporting,
budget updates and monthly operation reviews.
The Company was established on 8 September 2017. The initial
Directors appointed were Michael Higgins and Geoff Stanley.
On 20 November 2017 the remaining Directors of Indo Gold were
appointed as Directors of Panthera: Christopher Rashleigh, Peter
Carroll, David Stein and Tim Hargreaves. Catherine Apthorpe was
appointed as a Non-Executive Director on 10 June 2018. Geoff
Stanley is the Company Secretary.
The current composition of the Board is one Executive Director and
six Non-Executive Directors. The Board believes the composition of
the Board provides an appropriate mix to conduct the Group’s affairs
at the present time and the CEO will be reviewing the situation
going forward.
The Audit Committee
The Audit Committee is responsible for ensuring that the Group’s
financial performance is properly monitored, controlled and reported.
The Audit Committee is responsible for the scope and effectiveness
of the external audit and compliance by the Group with statutory
and other regulatory requirements. It comprises Peter Carroll,
Chris Rashleigh and David Stein (Non-Executive Directors).
No internal control issues were identified during 2018 requiring
disclosure.
The Remuneration Committee
The Remuneration Committee provides a formal and transparent review
of the remuneration of the Executive and Non-Executive Directors
and makes recommendations to the Board on individual remuneration
packages. This includes the award of non-contractual performance
related bonuses and share options. Remuneration packages are
designed to reward, motivate, retain and recruit individuals.
It comprises Chris Rashleigh, David Stein and Peter Carroll
(Non-Executive Directors). No Director took part in discussions
concerning the determination of their own remuneration.
The Nominations Committee
The Nominations Committee is responsible for identifying and
nominating candidates to fill Board vacancies, to consider future
succession plans as well as to whether the Board has the skills
required to effectively manage the Group. It comprises Chris
Rashleigh, David Stein and Peter Carroll (Non-Executive Directors).
None of these macroeconomic or geopolitical situations are likely to
be resolved in the short term and US political stability is on the
decline, with a potentially destabilizing the impact on the US dollar.
Any adverse impact on the US dollar will have a commensurately
positive impact on the gold price. While these are all positive
influences for the gold exploration business, the general malaise in the
resources equity market may have a short to medium-term impact on
capital availability and a negative impact on the weighted average cost
of capital for resource companies. This malaise has been precipitated
by poor commodity prices, which are being negatively impacted by
uncertainty surrounding global economic growth and the unsettling
political dialogue regarding trade barriers.
The outlook for Panthera’s business in India remains relatively
unchanged. India’s economic resurgence, while driven largely by
buoyant commodity prices (oil) is likely sustainable into the future
and is stimulating major investment in the country by numerous
multinationals. Foreign direct investment is growing, however Prime
Minister Narendra Modi’s reform program is stalling. Importantly,
from Panthera’s perspective, India’s promises to cut red tape and
corruption that holds the country back have been disappointing.
These issues continue to negatively impact Panthera’s business in
India as unnecessary, bureaucratic delays that are contrary to GoI
policy and the laws. These factors continue to weigh on the JV’s
ability to obtain the necessary prospecting licence required to
recommence exploration at Bhukia.
Economic conditions in Burkina Faso and Mali have been relatively
stable and are predicted to remain that way by many market observers
(e.g. African Development Bank). However there remain ongoing,
sporadic security issues prevailing in some parts of both countries,
mainly the northern desert regions (outside of our operational areas).
These events are often portrayed as acts of terrorism whereas local
advice is that often they represent criminal activity. Regardless of the
stable outlook for the economies, both countries suffer from limited
economic opportunities and report an average GDP per capita that is
amongst the lowest in the world. Accordingly, gold exploration activity
and gold-mining represent significant potential benefits to those
economies. Indeed, the Burkina Faso government forecasts that gold
production for 2018 will be some 55 tonnes which if achieved, will
move it past Tanzania as the fourth-biggest gold producer in Africa
after South Africa and its neighbours Ghana and Mali.
The mining industry provides employment opportunities, improved
infrastructure, and opportunities for significant capital expenditure
growth. In both Burkina Faso and Mali, the mining industry is
presented with ongoing opportunities to be a positive agent for
change in underprivileged communities and regions. Management
and the Board of Panthera anticipate a supportive business
environment for exploration in West Africa and we welcome the
opportunity to participate with other foreign investor companies
as a positive agent for change.
Business environment
Corporate governance
In recent years, gold’s trading range has been remarkably stable.
However, there are numerous reasons to believe that the balance
of pressures on the gold price will be to the upside. The emergence
of a global trade war precipitated by the US president, the unstable
situation with North Korea and Iran, and increasing instability across
the European Union is all likely to support increased investment in
gold as a safe option.
The Board has committed to the highest standards of governance
applicable to a Group of our size and to setting a culture that values the
very highest of ethical standards in all territories in which we operate
and that encourages personal and corporate integrity throughout the
Group. As permitted, the Group has not chosen to voluntarily apply the
UK Corporate Governance Code, however it intends to comply with
the principles where relevant for a Company of its size.
PANTHERA RESOURCES ANNUAL REPORT 2018 5
Strategic and operational report continued
MALI
Bassala Permit
Kalaka Permit
BURKINA FASSO
Nanton Project
Figure 1 – left
Naton summary plan
(Grid 1 in green crosses,
Grid 2 in blue crosses)
Figure 2 – below
Grid 2 (Kwademen area),
soil sampling completed
during March 2018
discovery track record
having discovered projects
with an inventory of
“ Panthera – a notable
over 30Moz gold.”
6 PANTHERA RESOURCES ANNUAL REPORT 2018
All Directors, management and staff are expected to consistently
apply the highest ethical standards to their conduct to ensure that
the Group’s affairs and reputation are at all times maintained at the
uppermost level. It does not tolerate any corrupt practices.
The Board has established a Code of Conduct incorporating the
guidelines of the Bribery Act 2010 and compliance officers have
been appointed with clearly defined roles of responsibility. Personnel
are encouraged to be vigilant at all times and report any suspicions
they may have. Implementation of the Code is monitored, and
contraventions are reported to the Board.
The Directors recognise the importance of building good relations
with local communities situated close to the Group’s operations and
the Group readily contributes, where appropriate, to the development
of the local infrastructure and to supporting community needs.
We are totally committed to minimising any adverse impact of our
activities on the natural environment and, as a minimum standard,
to comply with any relevant legislation within the territories in
which we operate. The Group adheres totally to all local
environmental regulations.
The Board is committed to providing effective communication
with the shareholders of the Group. Significant developments are
disseminated through stock exchange announcements, regular
updates on the Group’s website and via its news subscription service,
which is open to anyone. The Group readily responds to enquiries
from shareholders and the public, and Board members regularly
present at the Proactive Investors Forum and Mines and Money
events. The Board views the Annual General Meeting as a forum
for communication between the Group and its shareholders and
encourages their participation in its agenda.
Business performance
Exploration and business development – India
As reported for numerous previous years, there was no renewed
activity at either Bhukia or Taregaon during the period, or anywhere
else in India, because the Group held no granted mineral rights.
Applications remained on foot for the PLs covering those projects.
The Group has deferred re-application for any of its lapsed
reconnaissance permit applications located in the southern Indian
gold belts, since recent legislative changes only allow for non-exclusive
tenure. Overall, in regard to possible additions to its exploration
portfolio, a wait-and-see approach has been adopted in the hope
and expectation that further amendments to laws may be introduced
over time, to allow security of reconnaissance phase tenure in India.
Until that happens, India is unlikely to attract any grass-roots
exploration activity. Nevertheless, because of the Group’s strong
legal claim to the Bhukia project, there are corporate and business
development alternatives that can be investigated and the Group
intends to actively pursue value accretive transaction opportunities.
Indian legal and business environment
In a significant step toward a successful resolution of the permitting
delays in Rajasthan, the JV withdrew all four outstanding Writ
petitions it had put in place between 2008 and 2012. In accepting
the withdrawal, the Court passed an Order dated 22 January 2018,
which took cognisance of letters from the GoR, which record its
intent to grant the PL, if the JV gave an undertaking to withdraw all
pending court cases. In disposing of all four Writ Petitions, the Order
directed the GoR to take a decision on the grant of the PL application,
preferably within three months. Importantly, the Court also gave
the JV the liberty to refile and approach the Court with fresh cause
if the decision of the GoR is unfavourable.
The recent Order builds on success in ensuring the Bhukia PL
application rights were grandfathered under the changes to the
Government of India Mining legislation of 2015. The JV’s PL
application was reviewed by a Joint Committee consisting of
representatives of the Geological Survey of India (“GSI”), Indian
Bureau of Mines and the DMG and was found to be “saved”
(preserved) and could be processed for grant under the amended
mining laws of India, namely Section 10A(2)(b) of the Mining Act.
The Joint Committee, in its findings recently submitted to the GoR,
found that the JV had satisfied all conditions of Section 10A(2)(b)
and its PL application was saved under the amended Act.
Unfortunately, in an event subsequent to the reporting period, the
GoR has rejected the JV’s PL application and a writ petition has been
lodged with the High Court of Rajasthan challenging this decision.
This is discussed in more details in the Subsequent Events section
of this report.
Naton (Burkina Faso – earning to 80%)
Following successful conclusion of due diligence and signing of
a definitive joint venture agreement, work commenced on the
Naton project.
A total of 314 soil samples were collected from the Somika Hill and
Kaga areas followed by 970 samples from the Kwademan area.
A regolith mapping programme was also commenced in conjunction
with the soil sampling. (Figure 1)
Initial results were highly encouraging, with several anomalies identified
that were coincident with, and extended beyond, artisanal workings.
These artisanal workings were developed on alluvial, eluvial and in situ
mineralisation. Drill targets were defined for testing and initial drilling
on five structures in the north-east resulted in some excellent
intersections of gold mineralization. These are discussed in more detail
in the Subsequent Events section of this report, but include:
Somika Hill: • 10m at 0.52 grammes per tonne (“g/t”) gold (“Au”)
from 11 metres (“m”) including 2m at 1.61g/t Au
from 13m
• 3m at 1.03g/t Au from 36m
• 6m at 1.04g/t Au from 82m including 1m at 4.98g/t
Au from 86m
• 2m at 3.00g/t Au from 77m
Kaga Vein: 8m at 4.76g/t Au from 66m including 4m at 9.26g/t
Au from 68m
Bido Vein: 6m at 1.90g/t Au from 99m including 3m at 3.26g/t
Au from 100m
Somika East: 4m at 1.80g/t Au from 99m including 1m at 6.44g/t
Au from 101m
(Figure 2)
Kalaka (Mali – earning 80%)
Indo Gold agreed joint venture terms and concluded documentation
to earn an 80% stake in this prospective area. Previous work has
defined a large low-grade zone of mineralization with sulphide
mineralization mostly contained in micro-granite. Prior to
commencing exploration, considerable effort went into ensuring
the Group had fostered good community relations and gained the
necessary social license to operate in the area.
PANTHERA RESOURCES ANNUAL REPORT 2018 7
Strategic and operational report continued
Figure 3 – Kalaka Artisanal Prospect showing trend of workings
Detailed geological mapping of the artisanal workings was completed
over approximately 50% of the main areas of interest, including 920
pits and shafts that were logged. This mapping confirmed two main
trends within the overall mineralised area. One trend, running ENE
can be traced over almost 1.0 kilometres and a secondary NNW
trend that can be traced over approximately 560m.
Two types of mineralisation were identified as targeted by the
artisanal miners. The first is laterite hosted while the second type
is primary and is hosted in granodiorite to diorite intrusive rocks
or metasediments. The north-eastern part of the area is noted as
being “Orpailleur” workings and sits on a laterite plateau.
The intrusives and sediments are cross cut by several generations
of quartz veining and are altered to albite-chlorite-biotite-pyrite-
arsenopyrite assemblages. This is identical to the mineralisation
seen at the K1A prospect which has been drill tested and found
to contain significant lengths of low to moderate grade gold
mineralisation.
The orientation of the workings appears to follow the ENE trend in
the northeast and the NNW trend in the area of the interpreted
crosscutting feature (Figure 3).
While the work is preliminary in nature early exploration activity
has indicated that this area has the potential to generate excellent
exploration results.
Bassala (Mali – earning 80%):
The Bassala licence was granted to our JV partners (Golden Spear
Mali SARL) for an initial period of 3 years commencing on 1 March
2018. This may be renewed for a further 3 years and then an
additional year if all conditions are met.
Two operating gold mines are located within 5-10km of the project
area – the 3.4Moz Kalana Gold Mine owned by Endeavour Mining
and the plus 1Moz Kodieran Gold Mine owned by Wassoul’Or.
Initial geological mapping has identified lateritic, alluvial, eluvial and
some hard rock artisanal gold workings occurring over a large area in
a roughly NNE trending zone over about 8km strike. Soil sampling and
RAB drilling from historical exploration efforts outline several large
gold geochemical anomalies, largely co-incident with its 8km long
mineralised corridor. There are also several significant anomalies
located outside this corridor, in particular a 3-4km long linear anomaly
in the northwest of the licence area and several 1-2km long anomalies
to the southeast.
Significant mineralisation was reported in the results of previous
exploration activity, mainly at the end of RAB drill-holes within the
corridor, suggesting mineralisation is present at depth in bedrock.
Work subsequent to the end of the reporting period has been most
encouraging with 480 soil samples received, which confirm the
distinct NNE trending anomaly (coincident with the previously
interpreted mineralised corridor and with artisanal gold workings)
extends over at least 8km.
8 PANTHERA RESOURCES ANNUAL REPORT 2018
Several more restricted but higher-grade soil anomalies have also
been identified and these represent direct drill targets as shown by
the previous broad spaced RAB drilling. This work now provides an
excellent foundation target definition for drill testing.
Financial review
Review and results of operations
The consolidated loss of the Group for the financial period after
providing for income tax and eliminating non-controlling interests
amounted to $2,479,305 (2017: $293,666).
The Group is not yet a minerals producer hence derives no ongoing
income from production. The loss from continuing operations was due
primarily to expenditure on exploration and related activities over
mineral resource properties at early-to-advanced stage (prior to
feasibility or development stage). These outgoings are expensed in
accordance with the Group’s accounting policy (refer note 1.13).
Financial measures
The Group continued to maintain tight financial constraints over its
expenditure, minimising administrative and discretionary costs. It
ceased all new business development activities.
Changes in capital structure
During the year ended 31 March 2018 the Group successfully
negotiated a significant financing package with Republic. The
agreement involves three tranches of equity investment totalling
US$5.0 million by Republic and co-investors (represented collectively
by Republic), providing Republic with exposure to the Bhukia project
in India, supporting the Group’s West Africa gold exploration initiative,
facilitating a stock exchange listing for the Group and providing initial
funding for the Bhukia project drill-out once a PL has been granted.
The tranches were agreed to be made as follows:
Tranche 1: a A$2,000,000 equity placement in Indo Gold
at A$0.25 per share on or before 30 June 2017. Tranche 1
was completed on schedule;
Following receipt of the first tranche the Group initiated a significant
corporate restructuring that involved the creation of Panthera
Resources PLC. Panthera was incorporated as a holding Company for
the Group. It was initially incorporated as IGL Resources PLC, but
subsequently changed its name to Panthera Resources PLC. Following
completion of Share Exchange Agreements with the shareholders of
Indo Gold, Panthera became the owner of all the Indo Gold Shares,
and thereby the Parent Company of Indo Gold and the other
companies within the Group.
Tranche 2: a A$2,000,000 equity placement in Panthera at A$0.35
per share upon the listing of Indo Gold on a recognised stock
exchange. Tranche 2 was also completed following the corporate
restructuring and successful AIM listing;
Tranche 3: a A$2,666,667 equity placement in Panthera at A$0.65
per share upon the PL being granted for the Bhukia Project and the
necessary environmental and forestry permits for drilling being
obtained. Tranche 3 is yet to be completed.
On 22 November 2017, Indo Gold, Panthera and Republic entered
into the Novation Deed, whereby the parties agreed to novate and
vary the Subscription Agreement, which included, amongst other
things, for Panthera to replace Indo Gold as if it had originally been a
party to the Subscription Agreement.
At the time of the completion of the share exchange between the
Company and the shareholders of Indo Gold, the Company had
a total of 61,891,270 shares is issue. A further 5,714,286 shares were
issued with the tranche 2 investment from Republic. At the
end of the year the Company had 67,605,556 shares on issue.
Review of holdings
The Group has shareholdings in a number of unlisted mineral
resource exploration companies. It maintains a passive,
non-management role in each, however does share office facilities
and provide limited support/services on an informal basis to two of
these entities.
Anglo Saxony Mines Ltd (“ASM”) (~19%)
ASM is a UK-based private Company with tin exploration properties in
Cornwall, UK and Saxony, Germany (the latter sold into ASM by Indo
Gold). Pursuant to the terms of sale of the German assets, as the
property has advanced on agreed milestones, the Group’s
shareholding in ASM has increased to its present level of 9 million
ASM shares.
The focus has remained on the principal Tellerhauser project located
in Saxony, where ASM has recently made some excellent progress on
the metallurgy, engineering and scoping of likely development
scenarios for the Tellerhauser mine.
Daehwa Mine (South Korea – Inactive) Net Smelter Royalty (NSR)
The Group retains a 3% NSR over the Daehwa molybdenum project,
which is presently inactive.
Bengal Minerals Pty Ltd (BMPL) (30.6%)
The processing of its Prospecting Licence applications for iron ore in
Rajasthan advanced during the period.
Aforo Resources Ltd (ARL) (15.3%)
ARL is an unlisted Australian public Company with exploration
activities in West Africa. ARL has been relatively inactive throughout
the reporting period as a result of the difficult financing environment
that prevailed for most of that time.
Changes in state of affairs
Other than those matters disclosed above, no significant changes in
the Company’s or Group’s state of affairs occurred during the
financial year.
Subsequent events
The following events have occurred subsequent to the end of the
financial year up to the date of this report:
Operations
Exploration & business development – India
No new developments.
Indian legal and business environment
In August 2018, the Company was advised by the Government of
Rajasthan (GoR) that the Prospecting Licence Application (PLA) made
on behalf of the Bhukia JV, by its joint venture partner Metal Mines
India Pvt Ltd., was rejected.
PANTHERA RESOURCES ANNUAL REPORT 2018 9
Strategic and operational report continued
The Notification was in response to an Order issued by the Court
dated 22 January 2018, where the Court directed the GoR to take
a final decision on the pending PLA, preferably within 3 months from
the date of the Order and gave the JV liberty to file with fresh cause
of action, in case it was aggrieved by the decision of the Government.
Exploration and business development – West Africa:
Exploration has continued in West Africa in line with the Group’s plans
and budgets. This included a recent 1,077m programme of RC drilling,
which was completed in early July 2018 and the results are discussed
in detail in the Subsequent Events section of this report.
The GoR rejected the PL Application for the following spurious reasons:
1. It considers the Reconnaissance Permit (RP) it granted to MMI
to be Null and Void because the application was filed in the name
of Metal Mining India Limited and following a change of name the
RP was granted to Metal Mining India Private Limited. Hence
different companies – therefore the RP grant was invalid.
The Company tested the Somika Hill target with three drill holes over
about 900m of strike. The Kaga and Bido veins only had a single hole
drilled into them as part of the programme and hence remain open
in all directions. The Somika East target is a virgin discovery without
any previous artisanal activity and the site has also only been tested
by a single drill-hole after it was identified via soil sampling.
2. The change of name constituted a transfer of the asset and there
was no provision of transfer of an RP under Mineral Concession
Rules, 1960 (MCR 1960).
3. When the RP application was filed a 38.793 sq.km area was
reserved for the Geological Survey of India (GSI) and 17.84 sq.km
was overlapping with a Hindustan Zinc Limited (HZL) granted PL.
4. On the date of filing the RP was restricted for grant because
there was a restriction in place for grant in Tribal Areas pursuant
to a Government Order dated 05.09.2000.
5. The area was reserved in favour of GSI from 27.09.2009 where
GSI carried out work till 2015 and defined a resource. GSI has
expressed intensions to carry out G-2 level exploration in the
area hence this area cannot be granted for PL.
The permitting process for Bhukia has been long and protracted,
with successful legal intervention required on numerous occasions
to protect the Company shareholders’ rights and advance the project.
Accordingly, the JV has built an exceedingly strong base from which
to launch a legal challenge to this latest attempt by the GoR to deny
its rights.
The Board has taken detailed legal advice from multiple highly
respected, industry leading, law firms and moved immediately to file
a Writ Petition with the Court pursuant to the protections granted
by its 22 January Order. The Board is highly confident that it will
secure the Stay Orders required to completely protect the JV’s rights
over the entire area of the former RP, which will then put it in a strong
negotiating position regarding the grant of the PL.
It is a well-documented fact that the JV has met all the necessary
criteria for the grant of a PL and it is now a requirement under the
laws of India for the GoR and the Government of India to grant it.
The Board anticipate full Stay Order protection within 10 weeks,
with a possibility that the Court will grant an Interim Stay Order
within the next month.
In addition to the legal proceedings, the Company will also start a
dialogue with the Government of India given the concerns
surrounding how the GoR has conducted itself in contradiction to the
country’s legal framework and their own previous communications.
The Board and Management believe it is clear the GoR is errant in
rejecting MMI’s application and expects to succeed in its efforts
to overturn this decision, initially through receiving strong Stay
Orders, and subsequently through parallel courses of legal action
and negotiation.
The drill programme was very successful in upgrading the Kaga Vein,
Bido Vein and Somika East targets, with these all requiring additional
drill testing to ascertain size potential. The resulting grades have
shown positive results with over 3g/t Au being returned from each
target and up to 32.3g/t Au as a best result.
Much of the better mineralisation at each of these targets appears
to be associated with sulphide alteration rather than quartz veins
suggesting that Induced Polarisation (IP) may be a good exploration
tool and useful in the targeting of future drilling locations.
The main Somika Hill trend has been significantly extended with
regards to strike potential. Additional exploration is required to assess
its full potential as drilling is still very broad spaced.
The Old Orpailleur target was been downgraded and a source for the
transported gold mineralisation will now be the main target there.
Financial and corporate conditions
Financial measures
Nil.
Capital structure
Nil.
Corporate developments and initiatives
Nil.
Future developments
Disclosure of information regarding likely developments in the
operations of the Group in future financial years and the expected
results of those operations is likely to result in unreasonable prejudice
to the consolidated entity. Accordingly, this information has not been
disclosed in this report.
The Group’s operations are exposed to a variety of risks many of
which are outside of the Group’s control. A comprehensive review
of the risks that Panthera, its investors and other stakeholders
are exposed to is contained in the Company’s AIM Admission
Document, which is available on the Company’s website at
www.pantheraresources.com/investors/aim-rule-26/. These risks
are manyfold and fall into a number of major categories, which this
report attempts to summarise in the following way.
Exploration industry risks
Mineral exploration is speculative in nature, involves many risks and is
frequently unsuccessful. Following any discovery, it can take a number
of years from the initial phases of drilling and identification of
10 PANTHERA RESOURCES ANNUAL REPORT 2018
mineralisation until production is possible, during which time the
economic feasibility of production may change. Substantial expenditures
are required to establish mineral reserves and to construct mining and
processing facilities. As a result of these uncertainties, no assurance can
be given that the exploration programmes undertaken by the Group
will result in any new commercial mining operations being brought into
operation. Government activity, which could include non-renewal of
licences, may result in any income receivable by the Group being
adversely affected. In particular, changes in the application or
interpretation of mining and exploration laws and/or taxation
provisions in the countries in which the Group operates could
adversely affect the value of its interests.
These risks are mitigated as much as possible by building and
maintaining a pipeline of projects at various stages of development,
by employing highly experienced and highly trained geologists, both
at Board level and at the operational level, and by maintaining
good relationships with the Governments of the countries in which
we operate.
Political risks
All of the Group’s operations are located in foreign jurisdictions.
As a result, the Group is subject to political, economic and other
uncertainties, including but not limited to, changes in policies or
the personnel administering them, terrorism, nationalisation,
appropriation of property without fair compensation, cancellation
or modification of contract rights, foreign exchange restrictions,
currency fluctuations, export quotas, royalty and tax increases and
other risks arising out of foreign governmental sovereignty over the
areas in which these operations are conducted, as well as risks of loss
due to civil strife, acts of war, guerrilla activities and insurrection.
The Board only conducts operations in countries with a stable political
environment and which have established acceptable mining codes.
The Group adheres to all local laws and it pays heed to local customs.
Financial and liquidity risks
The main financial risks facing the Group are the availability of
adequate funding, movements in interest rates and fluctuations
in foreign exchange rates.
The Group’s main source of finance is the monetisation of projects
supported where necessary by the issue of share capital. Tight
budgetary and financial controls are maintained across the Group.
The Group only deals with high-quality banks. It does not hold
derivatives, does not trade in financial instruments, does not engage
in hedging arrangements and does not enter into commitments for
exploration expenditure.
The use of interest-bearing deposit accounts is maximised and cash
flow forecasts are constantly updated and reviewed by the Board.
Cash forecasts are updated continuously.
The financial exposure of the Group, for a number of its exploration
projects, is substantially reduced by partnering with third parties in
exploration joint ventures.
Foreign exchange risks
The Group operates internationally and is exposed to foreign
exchange risk arising from various currency exposures, primarily
with respect to the Indian Rupee, West African Franc, Australian
and US Dollar.
The Group’s exposure to foreign exchange movements is set out in
note 19 of the accounts. Risks to exchange movements are mitigated
by minimising the amount of funds held overseas. All treasury
matters are handled centrally in the UK. All requests for funds from
overseas operations are reviewed and authorised by Board members.
The Group does not hedge its exposure to foreign currencies and
recognises the profits and losses resulting from currency fluctuations
as and when they arise.
Environmental regulations
The Group is subject to significant environmental regulation in
respect of its exploration activities and is committed to undertaking
all its operations in an environmentally responsible manner. During
the prior exploration phases undertaken during periods of granted
Reconnaissance Permits (RPs), all activities complied with
environmental regulations stipulated by the statutory authorities
and no breaches were noted. Once subsequent mineral title (PL) is
granted, it is planned that all future exploration activities undertaken
within the consolidated Group will similarly comply with all statutory
requirements.
This Strategic Report was approved by the Board of Directors on
3 September 2018.
Geoff Stanley
Managing Director
experienced and proven leadership team
to ensure value creation and has a depth and
breadth of experience and success across
“ Panthera management provides a stable,
discovery, exploration and development.”
PANTHERA RESOURCES ANNUAL REPORT 2018 11
Directors’ report
Company number: 10953697
Your Directors present their report, together with the financial statements, on the consolidated Group for the financial year ended
31 March 2018.
General information
Certain information required by the Companies Act 2006 relating to the information to be provided in the Directors’ report is set out in the
Group Strategic Report and includes: principal activities, future developments, principal risks and uncertainties and events after the end of
the reporting period.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance
with applicable law and regulations. Under that law the Directors have prepared the Group and Parent Company Financial Statements
in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.
Under Company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and Group as at the end of the financial year and of the profit and loss of the Group for that period. In
preparing these Financial Statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether the Financial Statements comply with IFRS’s as adopted by the European Union, subject to any material departures
disclosed and explained in the Financial Statements;
• prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors confirm that they have complied with the above requirements in preparing the Financial Statements.
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 Company and the Group and enable them to ensure that the
Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and
Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The maintenance and integrity of the website is the responsibility of the Directors. The work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the
information contained in the Financial Statements since they were initially presented on the website. Legislation in the United Kingdom
governing the preparation and dissemination of the Financial Statements and other information included in annual reports may differ from
legislation in other jurisdictions.
The Group is compliant with AIM Rule 26 regarding the Group’s website.
Directors and their interests
The current Directors are listed on the inside back cover of this report.
The Company was established on 8 September 2017. The initial Directors appointed were Michael Higgins and Geoff Stanley. On
20 November 2017 the remaining Directors of Indo Gold were appointed as Directors of Panthera: Christopher Rashleigh, Peter Carroll,
David Stein and Tim Hargreaves. Catherine Apthorpe was appointed as a Non-Executive Director on 10 June 2018. Geoff Stanley is the
Company Secretary.
In compliance with the Company’s Articles of Association, all Directors, having been appointed since the last AGM, will retire and,
being eligible, offer themselves for re-election.
The beneficial interests of the Directors at the year-end in the issued share capital and share options of the Company are as follows:
As at 31 March 2018
Ordinary shares Share options
Geoff Stanley 1,750,000 1,521,375
Mike Higgins 7,447,789 1,425,000
Christopher Rashleigh 3,323,816 768,741
Peter Carroll 593,333 640,305
David Stein – –
Tim Hargreaves 514,285 –
Totals 13,629,223 4,355,421
12 PANTHERA RESOURCES ANNUAL REPORT 2018
The remuneration paid to Directors was:
Directors’ fees Share based payments Total
For the For the For the For the For the For the
year ended year ended year ended year ended year ended year ended
31 Mar 2018 31 Mar 2017 31 Mar 2018 31 Mar 2017 31 Mar 2018 31 Mar 2017
$ USD $ USD $ USD $ USD $ USD $ USD
Geoff Stanley 131,780 44,607 36,798 5,248 168,578 49,855
Michael Higgins 77,712 92,934 34,590 53,574 112,302 146,508
Christopher Rashleigh 14,412 7,216 47,354 5,248 61,766 12,464
Peter Carroll 14,411 7,216 22,133 8,397 36,544 15,613
David Stein 8,236 3,149 – 3,149 8,236 6,298
Tim Hargreaves 8,236 – – – 8,236 –
Totals 254,787 155,122 140,875 75,616 395,662 230,738
Shares under option or issued on exercise of options
At the date of this report, there were 7,684,796 options outstanding over the unissued shares of the Company (2017: 7,340,000 options
in Indo Gold Ltd).
There were no shares issued during or since the end of the financial year as a result of the exercise of an option.
Substantial shareholdings
As at 31 August 2018, the Company was aware of the following holdings of 3% or more in the Company’s issued share capital:
% of issued
Shareholder Number of Shares share capital
Ore Acquisition Partners LP 8,100,000 12.0%
Michael Higgins 7,447,789 11.0%
Atlas Financial International (BVI) Ltd 3,456,038 5.1%
Christopher Rashleigh 3,323,816 4.9%
Macquarie Bank Ltd 3,000,000 4.4%
Anglo Saxony Mining Ltd 2,775,000 4.1%
Mr Ooi Then Yet Ronald Anthony 2,571,429 3.8%
Independent Financial Advisers AG 2,000,000 3.0%
Provision of information to Auditor
The Directors who held office at the date of this report confirm that, so far as they are individually aware, there is no relevant audit
information of which the Group’s auditors are unaware and the Directors have taken all the steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that the auditors are aware of that information.
Auditor
PKF Littlejohn LLP has signified its willingness to continue in office as auditor.
Approved by the Board and signed on its behalf
Geoff Stanley
Managing Director
PANTHERA RESOURCES ANNUAL REPORT 2018 13
Independent Auditor’s report
To the Members of Panthera Resources PLC
Opinion
We have audited the financial statements of Panthera Resources Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the financial
year ended 31 March 2018 which comprise the Statement of Consolidated Comprehensive Income, the Statement of Consolidated and
Parent Company Financial Position, the Statement of Consolidated and Parent Company Changes in Equity, the Statement of Consolidated
and Parent Company Cash Flows and the notes to the financial statements, including a summary of significant accounting policies. The
financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union and as regards the Parent Company financial statements, as applied in accordance with the
provisions of the Companies Act 2006.
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 March 2018
and of the Group’s loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
• the Parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union
and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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 Auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Group and Parent 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 listed 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 relating to going concern
We draw attention to note 1.3 in the financial statements which identifies conditions that may cast doubt on the Group’s ability to continue
as a going concern. The Group incurred a net loss of $2,513,093 and incurred operating cash outflows of $1,869,249 and is not expected to
generate any revenue or positive cashflows from operations in the 12 months from the date at which these financial statements were signed.
The Group has cash of $1,571,578 at year-end. Management indicate that on current expenditure levels, all current cash held will be used
prior to the 12 months subsequent of the signing of the financial statements.
While an agreement is in place with Republic Investment Management to secure a third tranche of funding, this is contingent on successfully
obtaining the Bhukia PL. This licence was rejected by the Rajasthan Government on 21 August 2018 and management consider that,
although they feel that they have a legitimate right to obtain the licence and have started legal processes, this will not be resolved within the
next 12 months. Therefore, receipt of the third tranche of funding, unless the agreement is re-negotiated, is highly uncertain.
The financial statements have been prepared on the going concern basis. The ability of the Group, as showcased above, to meet its
operational objectives is dependent on its ability to raise additional funds in the next 12 months.
As stated in note 1.3, these events or conditions along with other matters elsewhere indicate that a material uncertainty exists that may cast
significant doubt on the ability of the Group and Company to continue as a going concern.
Our opinion is not modified in this respect.
14 PANTHERA RESOURCES ANNUAL REPORT 2018
Emphasis of matter relating to the carrying value of the investment in subsidiary
We draw attention to note 26 of the financial statements, which describes the events surrounding the Government of Rajasthan’s rejection
of Panthera’s application for the Bhukia PL. Despite the rejection, the Directors, based on legal advice, are confident that they will secure the
necessary Stay Orders required to fully protect the JV’s rights over the entire area of the area held under the RP (Reconnaissance Permit).
While we are satisfied from our audit work that the value of the investment in the Company statement of financial position is supportable,
the carrying value of the asset is ultimately dependent on the successful outcome of both the short term legal situation and the longer-term
acquisition of the PL, neither of which have been obtained at the date of this report.
These conditions, including the possibility that the short term legal protection of the JV’s tenement area is not obtained, indicate the
existence of a material uncertainty which may cast significant doubt on the carrying value of the investment in subsidiary. This in turn may
also have a serious impact on the Group’s ability to raise future funds and may cast significant doubt on the Group’s ability to continue as a
going concern, as detailed previously in the audit report. The financial statements do not show any adjustment that would be required
should the exploration asset need to be impaired, or, if the Group was unable to continue as a going concern following the impairment.
Our opinion is not modified in this respect.
Our application of materiality
Group materiality – 2018 Group materiality – 2017 (prior year Group auditor) Basis for materiality
£50,000 ($US67,500) £45,000 ($US60,000) Average of 5% of loss and 2% of gross assets
Our calculation of materiality increased from the prior years, which was determined by the previous Group auditor, due to the increase in
gross assets and in the loss for the period.
Materiality was set at £50,000 for the consolidated balances, and the materiality set for the parent was £24,000. We apply the concept of
materiality both in planning and performing our audit, and in evaluating the effect of misstatements. At the planning stage materiality is used
to determine the financial statement areas that are included within the scope of our audit and the extent of sample sizes during the audit.
We agreed with the audit committee that we would report to the committee all individual audit differences identified during our audit in
excess of £2,500.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In
particular, we looked at areas involving significant accounting estimates and judgements by the Director’s and considered future events that
are inherently uncertain. As in all our audits, we also addressed the risk of management override of internal controls, including among other
matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. A full scope audit
was also undertaken on the financial statements of the Parent Company.
Of the 5 reporting components of the Group, a full scope audit was performed on the complete financial information of 2 components, and
for the other components, a limited scope review was performed because they were not material to the Group. One of the material
components is located in Australia and is audited by a component auditor operating under our instruction. The other material component is
the parent, which has been audited by PKF Littlejohn in London.
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) we identified,
including 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.
PANTHERA RESOURCES ANNUAL REPORT 2018 15
Independent Auditor’s report continued
Changes in Group Structure and changes to accounting under the listing process
The Group has undergone a significant change in Group Structure in the year, with Panthera Resources Plc set up as a UK holding
Company for the purposes of listing the Group on AIM.
This has involved a share-for-share transfer as part of a reverse merger of Panthera into the extant Indo Gold Group, in which Indo Gold
Limited shareholders have had their interests transferred to equivalent shareholdings in Panthera Resources Plc. There is a risk that this
has been accounted for incorrectly.
As a result of the listing, the Group is also required to report under IFRS (EU endorsed), while in prior periods it has reported under
Australian GAAP. There is a risk that the financial statements are not IFRS compliant as a result.
Additionally, the Group has opted to change both its functional and presentational currencies to £ and US$ respectively. There is a risk
that IAS 21 The Effects of Changes in Foreign Exchange Rates has not been followed correctly in translating all the entities for the purposes
of the Consolidated Financial Statements.
How the scope of our audit responded to the key audit matter
We have performed the following work to address this risk :
• Reviewed the share-for-share accounting transactions and ensured that criteria which allow Management to not apply IFRS 3 in
relation to the reverse acquisition have been satisfied;
• Re-performed the calculation of the capital re-organisation reserve which arose on acquisition and ensured that the correct treatment
has been applied
• Considered the impact of differences between presentational, functional and local currencies and ensured that the FX reserve has
been correctly utilised and that equity balances have correctly translated throughout the consolidation process.
• Reviewed Management’s application of IFRS both in terms of preparation of the figures contributing to the primary statements, and
also with regards to the disclosures and policies in the supporting notes.
We have not noted any issues from the above work performed.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s
report thereon. The Directors are responsible for the other information. Our opinion on the Group and Parent Company 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material
misstatement of the other information. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the Directors’ report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
• the strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
16 PANTHERA RESOURCES ANNUAL REPORT 2018
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 their environment obtained in the course of the
audit, we have not identified material misstatements in the strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if,
in our opinion:
• adequate accounting records have not been kept by the Parent Company, 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.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the Group and Parent
Company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine
is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the Group and Parent Company financial statements, the Directors are responsible for assessing the Group’s and the Parent
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 Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s 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 an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website
at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of this report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the 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
an auditor’s report 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.
Alistair Roberts (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
3 September 2018
1 Westferry Circus, Canary Wharf, London E14 4HD
PANTHERA RESOURCES ANNUAL REPORT 2018 17
Group statement of comprehensive income
For the year ended 31 March 2018
2018 2017
Notes $ USD $ USD
Continuing operations
Revenue – –
Gross profit – –
Exploration costs expensed (608,836) (53,580)
Administrative expenses (1,094,570) (414,841)
Share option expenses (311,666) –
Impairment expense – (15,744)
AIM Listing and acquisition related costs (513,285) –
Loss from operations (2,528,357) (484,165)
Investment revenues 4 15,264 8,362
Fair value gain on investments – 165,797
Loss before taxation (2,513,093) (310,006)
Taxation 9 – –
Other comprehensive income
Items that may be reclassified to profit or loss:
Changes in the fair value of available-for-sale financial assets 146,988 (251,426)
Exchange differences 732,943 25,116
Loss and total comprehensive income for the year (1,633,162) (536,316)
Total loss for the year attributable to:
– Owners of the Parent Company (2,479,305) (293,666)
– Non-controlling interest (33,788) (16,340)
(2,513,093) (310,006)
Total comprehensive income for the year attributable to:
– Owners of the Parent Company (1,599,374) (519,976)
– Non-controlling interest (33,788) (16,340)
(1,633,162) (536,316)
Earnings per share attributable to the owners of the parent
Continuing operations (undiluted/diluted) 10 (0.04) (0.01)
The notes on pages 25 to 44 form part of these financial statements.
18 PANTHERA RESOURCES ANNUAL REPORT 2018
Group statement of financial position
As at 31 March 2018
2018 2017
Notes $ USD $ USD
Non-current assets
Property, plant and equipment 11 10,530 3,847
Available for sale financial asset 12 1,357,365 1,136,527
1,367,895 1,140,374
Current assets
Trade and other receivables 13 80,332 45,438
Cash and cash equivalents 1,571,578 264,746
1,651,910 310,184
Total assets 3,019,805 1,450,558
Non-current liabilities
Provisions 14 40,528 34,882
Deferred tax liabilities – 1
40,528 34,883
Current liabilities
Trade and other payables 15 163,144 58,258
Total liabilities 203,672 93,141
Net assets 2,816,133 1,357,417
Equity
Share capital 16 913,588 16,210,761
Share premium 16 17,373,601 –
Capital reorganisation reserve 17 537,757 –
Other reserves 25 (497,524) (1,855,148)
Retained earnings (15,313,287) (12,833,982)
Total equity attributable to owners of the parent 3,014,135 1,521,631
Non-controlling interest (198,002) (164,214)
Total equity 2,816,133 1,357,417
The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2018 and are signed on its
behalf by:
Geoff Stanley
Managing Director
The notes on pages 25 to 44 form part of these financial statements.
PANTHERA RESOURCES ANNUAL REPORT 2018 19
Company statement of financial position
As at 31 March 2018
Company number: 10953697
2018
Notes $ USD
Non-current assets
Investments 12 17,385,185
Current assets
Trade and other receivables 13 1,121,134
Cash and cash equivalents 2
1,121,136
Total assets 18,506,321
Current liabilities
Trade and other payables 15 32,762
Total liabilities 32,762
Net current assets 1,088,374
Net assets 18,473,559
Equity
Share capital 16 913,588
Share premium account 16 17,373,601
Other reserves 1,498,155
Retained earnings (1,311,785)
Total equity attributable to owners of the parent 18,473,559
Total equity 18,473,559
As permitted by section 408 of the Companies Act 2006, the Company has not presented its own statement of comprehensive income and
related notes. The Company’s loss for the period was $838,673.
The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2018 and are signed on its
behalf by:
Geoff Stanley
Managing Director
The notes on pages 25 to 44 form part of these financial statements.
20 PANTHERA RESOURCES ANNUAL REPORT 2018
Group statement of changes of equity
For the year ended 31 March 2018
Share Capital re- Non-
Share premium organisation Other Retained Total controlling
capital account reserve reserves earnings equity interest Total
$ USD $ USD $ USD $ USD $ USD $ USD $ USD $ USD
Balance at 1 April 2016 15,876,988 – – (1,552,056) (12,789,494) 1,535,438 (147,874) 1,387,564
Loss for the year – – – – (293,666) (293,666) (16,340) (310,006)
Movements in unrealised gain reserve – – – (251,426) – (251,426) – (251,426)
Foreign exchange differences
on translation of currency – – – 25,115 – 25,115 – 25,115
Total comprehensive income
for the year – – – (226,311) (293,666) (519,977) (16,340) (536,317)
Issue of share capital 333,773 – – – – 333,773 – 333,773
Issue of share options – – – 172,397 – 172,397 – 172,397
Expiry of options in the year – – – (249,178) 249,178 – – –
Total transactions with owners,
recognised directly in equity 333,773 – – (76,781) 249,178 506,170 – 507,170
Balance at 31 March 2017 16,210,761 – – (1,855,148) (12,833,982) 1,521,631 (164,214) 1,357,417
Balance at 1 April 2017 16,210,761 – – (1,855,148) (12,833,982) 1,521,631 (164,214) 1,357,417
Loss for the year – – – – (2,479,305) (2,479,305) (33,788) (2,513,093)
Movements in unrealised gain reserve – – – 146,988 – 146,988 – 146,988
Foreign exchange movement on
capital re-organisation – – – 657,819 – 657,819 – 657,819
Foreign exchange differences on
translation of currency – – – 75,124 – 75,124 – 75,124
Total comprehensive income
for the year – – – 879,931 (2,479,305) (1,599,374) (33,788) (1,633,162)
Issue of share capital in Indo Gold
prior to acquisition 1,712,183 – – – – 1,712,183 – 1,712,183
Options issued in lieu of fees – – – 142,399 – 142,399 – 142,399
Capital re-organisation on
reverse acquisition (17,086,577) 15,891,001 537,757 – – (657,819) – (657,819)
Share issue costs – (81,802) – – – (81,802) – (81,802)
Share options cancelled and
re-issued in Panthera – – – 318,860 – 318,860 – 318,860
Issue of share capital in Panthera 77,221 1,564,402 – – – 1,641,623 – 1,641,623
Options issued to management – – – 16,434 – 16,434 – 16,434
Total transactions in the year,
recognised directly in equity (15,297,173) 17,373,601 537,757 477,693 – 3,091,878 – 3,091,878
Balance at 31 March 2018 913,588 17,373,601 537,757 (497,524) (15,313,287) 3,014,135 (198,002) 2,816,133
The notes on pages 25 to 44 form part of these financial statements.
PANTHERA RESOURCES ANNUAL REPORT 2018 21
Company statement of changes in equity
For the period ended 31 March 2018
Share
Share premium Other Retained
capital account reserves earnings Total
$ USD $ USD $ USD $ USD $ USD
Period ended 31 March 2018
Loss for the period – – – (838,673) (838,673)
Foreign exchange differences on translation of currency – – 689,749 – 689,749
Total comprehensive income – – 689,749 (838,673) (148,924)
Issue of share capital on purchase of Indo Gold Ltd 836,368 15,891,001 – (473,112) 16,254,257
Share issue costs – (81,802) – – (81,802)
Issue of shares during period 77,220 1,564,402 – – 1,641,622
Options issued – – 808,406 – 808,406
Total transactions in the period,
recognised directly in equity 913,588 17,373,601 808,406 (473,112) 18,622,483
Balance at 31 March 2018 913,588 17,373,601 1,498,155 (1,311,785) 18,473,559
The notes on pages 25 to 44 form part of these financial statements.
22 PANTHERA RESOURCES ANNUAL REPORT 2018
Group statement of cash flows
For the year ended 31 March 2018
2018 2017
Notes $ USD $ USD
Cash flows from operating activities
Cash used in operations 29 (1,869,249) (363,576)
Income taxes paid – –
Net cash outflow from operating activities (1,869,249) (363,576)
Investing activities
Purchase of intangible assets – 12,404
Sale of property, plant and equipment (11,954) 7,984
Payments for available for sale financial assets (77,317) –
Proceeds from other investments and loans – 229,043
Net cash generated/(used) in investing activities (89,271) 249,431
Financing activities
Proceeds from issue of shares 3,353,806 275,520
Share Issue costs (81,802) –
Loans repaid from other companies 24,634 –
Loans advanced to other companies – (23,949)
Effect of exchange rate on cash (31,286) (22,803)
Net cash generated from financing activities 3,265,352 228,768
Net increase in cash and cash equivalents 1,306,832 114,623
Cash and cash equivalents at beginning of year 264,746 150,123
Cash and cash equivalents at end of year 1,571,578 264,746
The notes on pages 25 to 44 form part of these financial statements.
PANTHERA RESOURCES ANNUAL REPORT 2018 23
Company statement of cash flows
For the period ended 31 March 2018
2018
Notes $ USD
Cash flows from operating activities
Cash used in operations 30 (534,056)
Net cash used in operating activities (534,056)
Financing activities
Proceeds from issue of shares 1,620,871
Cash held in subsidiary bank accounts (1,086,813)
Net cash generated from financing activities 534,058
Net increase in cash and cash equivalents 2
Cash and cash equivalents at beginning of period –
Cash and cash equivalents at end of period 2
The notes on pages 25 to 44 form part of these financial statements.
24 PANTHERA RESOURCES ANNUAL REPORT 2018
Notes to the financial statements
For the year ended 31 March 2018
1. Accounting policies
Group information
Panthera Resources PLC is a public Company limited by shares incorporated in the United Kingdom. The registered office is 2 Duke Street,
Manchester Square, London W1U 3GH.
The Group consists of Panthera Resources PLC and its subsidiaries, as listed in note 21.
1.1 Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations
Committee (IFRS IC) interpretations as adopted by the European Union applicable to companies under IFRS. The Group Financial Statements
have been prepared under historic cost convention.
The financial statements have been prepared on the historical cost basis, except for the valuation of investments at fair value through profit
or loss. The principal accounting policies adopted are set out below.
The functional currency of the Company is British Pounds (£). This is due to the Company being registered in the U.K and being listed on
AIM, a London based market. Additionally, a large proportion of its administrative and operative costs are denominated in £.
The financial statements are prepared in United States Dollars ($), which is the reporting currency of the Group. Monetary amounts in these
financial statements are rounded to the nearest whole dollar. This has been selected to align the Group with accounting policies of other
major gold-producing Companies, the majority of whom report in $.
As permitted by section 408 of the Companies Act 2006, the Company has not presented its own statement of comprehensive income and
relates notes. The Company’s loss for the year was $838,673.
1.2 Basis of consolidation
The consolidated financial statements comprise the financial statements of Panthera Resources PLC and its subsidiaries as at 31 March 2018.
Panthera Resources PLC was incorporated on 8 September 2017. On 21 December 2017, Panthera Resources PLC acquired the entire share
capital of Indo Gold Limited by way of a share for share exchange. The transaction has been treated as a Group reconstruction and has been
accounted for using the reverse merger accounting method. This transaction does not satisfy the criteria of IFRS 3 Business Combinations and
therefore falls outside the scope of the standard. Accordingly, the financial information for the current year and comparatives have been
presented as if Indo Gold Limited has been owned by Panthera Resources PLC throughout the current and prior years.
A controlled entity is any entity Panthera Resources PLC has the power to control the financial and operating policies of, so as to obtain
benefits from its activities. Details of the subsidiaries are provided in note 21.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which
control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions,
balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of
subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.
Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non-controlling interests”. The Group
initially recognises non-controlling interests that are present ownership interests in subsidiaries either at fair value or at the non-controlling
interests’ proportionate share of the subsidiary’s net assets when the holders are entitled to a proportionate share of the subsidiary’s net
assets on liquidation. All other components of non-controlling interests are initially measured at their acquisition-date fair value. Subsequent
to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive
income. Non-controlling interests (when applicable) are shown separately within the equity section of the statement of financial position
and statement of comprehensive income.
“Joint ventures” as referred to in the financial statements refer to agreements with exploration partners and not joint ventures as defined
within IFRS 11.
1.3 Going concern
The financial statements have been prepared on a going concern basis. The Group incurred a net loss of $2,513,093 and incurred operating
cash outflows of $1,869,249 and is not expected to generate any revenue or positive cashflows from operations in the 12 months from the
date at which these financial statements were signed. The Group has cash of $1,571,578 at year-end. Forecasts indicate that the Group, in
order to meet its operational objectives, is dependent on its ability to raise additional funds in the next 12 months.
PANTHERA RESOURCES ANNUAL REPORT 2018 25
Notes to the financial statements continued
For the year ended 31 March 2018
1. Accounting policies continued
1.3 Going concern continued
In common with many junior resource investment and exploration companies, the Group and Company raise funds in discrete tranches from
existing shareholders and /or new investors. The Directors and management are using funds for the evaluation of resource investment and
exploration opportunities. While an agreement is in place with Republic Investment Management to secure a third tranche of funding, this is
contingent on successfully obtaining the Bhukia PL. This licence application was rejected by the Rajasthan Government on 21 August 2018 and
Directors consider that, although they have a legitimate right to obtain the licence and have started necessary legal processes, this will not be
resolved within the next 12 months. Therefore, receipt of the third tranche of funding, unless the agreement is re-negotiated, is highly uncertain.
The Directors are currently in talks with potential investors to secure the necessary funding to ensure that the Group can continue to fund
its operations for the 12 months subsequent to the date of the signing of the financial statements. While they are confident that they will be
able to secure the necessary funding, the current conditions do indicate the existence of a material uncertainty that may cast doubt
regarding the applicability of the going concern assumption and the auditors have made reference to this in their audit report.
The Directors have, in the light of all the above circumstances, a reasonable expectation that the Group has adequate resources to continue
in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting preparing the Group
Financial Statements.
1.4 Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, which is responsible for allocating resources and assessing performance of the operating segments,
has been identified as the Board of Directors that makes strategic decisions.
1.5 Exceptional items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so, to provide further understanding of the
financial performance of the Group. They are material items of income or expense that have been shown separately due to the significance
of their nature or amount. AIM listing and acquisition related costs are included as exceptional items in profit or loss.
1.6 Fair value of assets and liabilities
The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the
requirements of the applicable Accounting Standard.
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced)
transaction between independent, knowledgeable and willing market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value.
Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets
and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques
maximise, to the extent possible, the use of observable market data.
To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the
greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to
the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments
made to transfer the liability, after taking into account transaction costs and transport costs).
For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and
best use or to sell it to another market participant that would use the asset in its highest and best use.
The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements) may be
valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market
information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and,
where significant, are detailed in the respective note to the financial statements.
1.7 Business combinations
Business combinations occur where an acquirer obtains control over one or more businesses.
A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under
common control. The business combination will be accounted for from the date that control is attained, whereby the fair values of the
identifiable assets acquired and liabilities (including contingent liabilities) assumed are recognised (subject to certain limited exceptions).
26 PANTHERA RESOURCES ANNUAL REPORT 2018
1. Accounting policies continued
1.7 Business combinations continued
When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration
arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its
subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or a liability is remeasured in each
reporting period to fair value recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at
acquisition date.
All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument,
are recognised as expenses in profit or loss.
The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.
Included in the measurement of consideration transferred is any asset or liability resulting from a contingent consideration arrangement.
Any obligation incurred relating to contingent consideration is classified as either a financial liability or equity instrument, depending on
the nature of the arrangement. Rights to refunds of consideration previously paid are recognised as receivables. Subsequent to initial
recognition, contingent consideration classified as equity is not re-measured and its subsequent settlement is accounted for within equity.
Contingent consideration classified as an asset or a liability is re-measured each reporting period to fair value through the statement of
comprehensive income, unless the change in value can be identified as existing at acquisition date.
All transaction costs incurred in relation to the business combination are expensed to the consolidated statement of comprehensive income.
1.8 Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1.8.1 Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement
of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never
taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by
the end of the reporting period.
1.8.2 Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial
statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for
all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it
is probable that taxable profits will be available against which those deductible differences can be utilised. Such deferred tax assets and
liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and
interest in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences
associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable
profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or
asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the
Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its tax assets and
liabilities on a net basis.
PANTHERA RESOURCES ANNUAL REPORT 2018 27
Notes to the financial statements continued
For the year ended 31 March 2018
1. Accounting policies continued
1.8 Taxation continued
1.8.3 Current and deferred tax for the year
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive
income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in
equity, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included
for the business combination.
The purchase method of accounting is used for all acquisitions of assets regardless of whether equity instruments or other assets are
acquired. Cost is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus
incidental costs directly attributable to the acquisition.
1.9 Acquisitions of assets
The purchase method of accounting is used for all acquisitions of assets regardless of whether equity instruments or other assets are
acquired. Cost is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus
incidental costs directly attributable to the acquisition.
1.10 Revenue recognition
The Group currently is in the exploration and development phase of its assets and has no directly attributable revenues. For any one-off
items transacted, revenues are recognised at fair value of the consideration received, net of the amount of value added tax (“VAT) or similar
taxes payable to the taxation authority. Exchanges of goods or services of the same nature and value without any cash consideration are not
recognised as revenues.
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of
revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective
interest rate applicable.
1.11 Payables
A liability is recorded for goods and services received prior to balance date, whether invoiced to the Group or not. Payables are normally
settled within 30 days
1.12 Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments
with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value, and bank overdrafts. The Group currently does not utilise any bank overdrafts.
1.13 Exploration and development expenditure
Exploration and evaluation costs are expensed as incurred. Acquisition costs will normally be expensed but will be assessed on a case by
case basis and if appropriate may be capitalised. These acquisition costs are only carried forward to the extent that they are expected to be
recouped through the successful development or sale of the area. Accumulated acquisition costs in relation to an abandoned area are
written off in full against profit in the year in which the decision to abandon the area is made.
The carrying values of acquisition costs are reviewed for impairment when events or changes in circumstances indicate the carrying value
may not be recoverable.
1.14 Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and
are stated at amortised cost using the effective interest rate method.
Impairment of financial assets
Financial assets are assessed for indicators of impairment on an annual basis at the end of each reporting period. Financial assets are
considered to be impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition
of the financial asset, the estimated future cash flows of the investment have been affected.
28 PANTHERA RESOURCES ANNUAL REPORT 2018
1. Accounting policies continued
1.14 Loans and receivables continued
Objective evidence of impairment could include:
• significant financial difficulty of the counterparty;
• default or delinquency in interest or principal repayments; and
• information indicating the repayment of the financial asset at its carrying value may not occur – such as poor geological reports, below
expected drilling reports or not obtaining desired tenements.
The carrying amount of the financial asset is directly reduced by the impairment loss. If the amount of any previously recorded impairment
loss decreases in future periods, the previously recognised impairment (or the portion of the previously recognised impairment that is no
longer impaired) is reversed through the profit and loss.
1.15 Impairment of assets
At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any
indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the
asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over
its recoverable amount is expensed to the income statement.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
1.16 Foreign currency transactions and balances
Transactions and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction.
Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to
be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate
at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity
as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is
directly recognised in equity; otherwise the exchange difference is recognised in the income statement.
Group companies
The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are
translated as follows:
• assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
• income and expenses are translated at average exchange rates for the period; and
• equity and retained earnings balances are translated at the exchange rates prevailing at the date of the transaction.
1.17 Employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave
when it is probable that settlement will be required and they are capable of being measured reliably.
Liabilities recognised in respect of employee benefits expected to be settled within 12 months are measured at their nominal values using
the remuneration rate expected to apply at the date of settlement.
Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured as the present
value of the estimated future cash outflows to be made by the Group in respect of services provided to employees up to reporting date.
PANTHERA RESOURCES ANNUAL REPORT 2018 29
Notes to the financial statements continued
For the year ended 31 March 2018
1. Accounting policies continued
1.18 Value Added Tax (VAT) and similar taxes
Revenues, expenses and assets are recognised net of the amount of VAT or similar tax, except where the amount of tax incurred is not
recoverable from the relevant taxing authority. In these circumstances the tax is recognised as part of the cost of acquisition of the asset or
as part of an item of the expense. Receivables and payables in the consolidated statement of financial position are shown inclusive of tax.
1.19 Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an
outflow of economic benefits will result and that outflow can be reliably measured.
1.20 Plant and equipment
Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses.
Plant and equipment are measured on the cost basis less depreciation and impairment losses. The carrying amount of plant and equipment
is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets.
All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
The depreciable amount of all fixed assets is depreciated on a diminishing value basis over the asset’s useful life to the consolidated Group
commencing from the time the asset is held ready for use.
Class of fixed asset Depreciation rate
Plant and equipment 10% – 50%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each Statement of financial position date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or losses are included in the
income statement.
1.21 Available-for-sale financial assets
Available-for-sale investments are non-derivative financial assets that are either not capable of being classified into other categories of
financial assets due to their nature or they are designated as such by management. They comprise investments in the equity of other entities
where there is neither a fixed maturity nor fixed or determinable payments.
They are subsequently measured at fair value with any re-measurements other than impairment losses and foreign exchange gains and
losses recognised in Reserves. When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously
recognised in Reserves is reclassified into profit or loss.
Available-for-sale financial assets are classified as non-current assets when they are not expected to be sold within 12 months after the end
of the reporting period. All other available-for-sale financial assets are classified as current assets.
1.22 Share-based payments
The Group operates equity-settled share-based payment option schemes. The fair value of the options to which employees become entitled
is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair
value of options is ascertained using a Black-Scholes pricing model which incorporates all market vesting conditions. The number of options
expected to vest is reviewed and adjusted at the end of each reporting date such that the amount recognised for services received as
consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.
30 PANTHERA RESOURCES ANNUAL REPORT 2018
1. Accounting policies continued
1.23 Critical accounting estimates and judgements
The Directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available
current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data,
obtained both externally and within the Group.
Key estimates – Impairment of the carrying value of investments & financial assets
The Group assesses impairment at the end of each reporting period by evaluating the conditions and events specific to the Group that may
be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations that incorporate
various key assumptions.
Key estimates – Estimated fair value of certain available-for-sale financial assets
The fair value of financial instruments that are not traded in an active market is determined using judgement to make assumptions that are
mainly based on market conditions existing at the end of each reporting period. Refer to note 14 for additional information.
2. Adoption of new and revised standards and changes in accounting policies
Standards which are in issue but not yet effective
At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in
these financial statements, were in issue but not yet effective.
New and amended standards adopted by the Group
There are no IFRSs or IFRIC interpretations that were effective for the first time for the financial year beginning 1 April 2017 that had a
material impact on the Group or Company.
New and revised IFRSs in issue but not yet effective
The Group and Company have not applied the following new and revised Standards and Interpretations that have been issued but are not
yet effective
Effective date for annual
periods beginning
on or after
• IFRS 9 Financial Instruments 1 January 2018
• IFRS 15 Revenue from Contracts with Customers 1 January 2018
• IFRS 16 Leases 1 January 2019
• IFRS 2 (Amendments) Share-based payments – classification and measurement 1 January 2018
• IFRS 10 and IAS 28 (Amendments) Sale or Contribution of Assets between an Investor
and its Associate or Joint Venture 1 January 2018
• IFRIC Interpretation 22 Foreign currency transactions and advanced consideration 1 January 2018
• IAS 28 (Amendments) Long-term interests in Associates and Joint Ventures *1 January 2019
• Annual Improvements to IFRS Standards 2015-2017 Cycle *1 January 2019
* Subject to EU endorsement
The Directors believe that these new and amended standards are not expected to have a material impact on the Group’s results or
shareholders’ funds. There is not expected to be any significant impact from the introduction of IFRS 15 as the Group does not have any
revenue from contracts with customers.
Based on an analysis of the Group’s financial assets and financial liabilities as at 31 March 2018 on the basis of the facts and circumstances
that exist at that date, the Directors of the Group do not expect there to be a significant impact on the adoption of IFRS 9.
PANTHERA RESOURCES ANNUAL REPORT 2018 31
Notes to the financial statements continued
For the year ended 31 March 2018
3. Segmental analysis
Corporate India Africa Total
2017 2017 2017 2017
$ USD $ USD $ USD $ USD
Profit/(loss) from operations (204,720) (81,363) (23,923) (310,006)
Reportable segment assets 1,430,164 9,273 11,120 1,450,557
Reportable segment liabilities 55,486 37,655 – 93,141
Corporate India Africa Total
2018 2018 2018 2018
$ USD $ USD $ USD $ USD
Loss from operations 1,800,174 147,650 565,269 2,513,093
Reportable segment assets 2,990,404 13,073 16,328 3,019,805
Reportable segment liabilities 159,628 44,044 – 203,672
4. Revenue
2018 2017
$ USD $ USD
Revenue from continuing operations
Interest revenue 15,264 2,851
Sundry income – licensing of software – 5,511
15,264 8,362
Gain on sale of assets
Gain on sale of plant and equipment – 7,874
Gain on sale of financial assets – 157,923
– 165,797
5. Auditor’s remuneration
2018 2017
Fees payable to the Group’s auditors and associates: $ USD $ USD
For audit services 49,272 16,803
For tax compliance and other services 39,884 1,574
89,156 18,377
32 PANTHERA RESOURCES ANNUAL REPORT 2018
6. Employees
Group Company
2018 2017 2018
Number Number Number
Directors 6 6 –
Employees 3 3 –
9 9 –
The employee remuneration comprised:
Group Company
2018 2017 2018
$ USD $ USD $ USD
Wages and salaries 40,092 20,069 –
Social security costs – – –
Pension costs 5,760 – –
45,852 20,069 –
7. Directors remuneration
2018 2017
$ USD $ USD
Remuneration for qualifying services 395,662 230,739
Remuneration disclosed above includes the following amounts paid to the highest paid Director:
2018 2017
$ USD $ USD
Remuneration for qualifying services 168,579 146,508
Directors’ Fees Share based payments Total
For the For the For the For the For the For the
year ended year ended year ended year ended year ended year ended
31 Mar 2018 31 Mar 2017 31 Mar 2018 31 Mar 2017 31 Mar 2018 31 Mar 2017
$ USD $ USD $ USD $ USD $ USD $ USD
Geoff Stanley 131,780 44,608 36,798 5,248 168,578 49,856
Mike Higgins 77,712 92,934 34,590 53,574 112,302 146,507
Christopher Rashleigh 14,412 7,216 47,354 5,248 61,767 12,464
Peter Carroll 14,411 7,216 22,133 8,397 36,543 15,613
David Stein 8,236 3,149 – 3,149 8,236 6,298
Tim Hargreaves 8,236 – – – 8,236 –
Totals 254,787 155,122 140,875 75,616 395,662 230,739
PANTHERA RESOURCES ANNUAL REPORT 2018 33
Notes to the financial statements continued
For the year ended 31 March 2018
8. Share based payments
2018 2017
$ USD $ USD
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the year:
– from shares issued – 19,418
– from options issued 311,666 75,615
311,666 95,033
9. Income tax expense
2018 2017
$ USD $ USD
Current tax on profit for the current year – –
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable
to profits of the consolidated entities as follows:
2018 2017
$ USD $ USD
Loss before taxation (2,513,093) (310,006)
Weighted average tax rate across the Group’s jurisdictions – 26%
(UK – 19.25%; Australia 30%) (2017: Australia – 30%) (653,404) (93,002)
Tax effect of expenses that are not deductible in determining taxable profit 598,765 4,723
Tax effect of utilisation of tax losses not previously recognised – 3,579
Unutilised tax losses carried forward 54,639 60,292
Tax exempt income/(loss) – 24,408
Tax expense for the year – –
10. Earnings per share
2018 2017
Number Number
Weighted average number of ordinary shares for basic earnings per share 61,772,837 51,639,604
Earnings $ USD $ USD
Continuing operations
Loss for the year from continuing operations (2,513,093) (310,006)
Less non-controlling interests 33,788 16,340
Earnings for basic and diluted earnings per share being net loss
attributable to equity shareholders (2,479,305) (293,666)
Basic earnings per share (0.04) (0.01)
34 PANTHERA RESOURCES ANNUAL REPORT 2018
11. Property, plant and equipment
Office equipment Total
Group $ USD $ USD
Cost
At 1 April 2017 76,660 76,660
Additions 11,954 11,954
Disposals – –
At 31 March 2018 88,614 88,614
Amortisation and impairment
At 1 April 2017 72,813 72,813
Depreciation charged in the year 5,271 5,271
Eliminated on disposals – –
At 31 March 2018 78,084 78,084
Carrying amount
At 31 March 2017 3,847 3,847
At 31 March 2018 10,530 10,530
There was no property, plant and equipment held in the Company throughout the financial period.
12. Investments
Group
2018 2017
Available-for sale financial assets $ USD $ USD
At 1 April 1,136,527 1,445,102
Additions 73,850 31,488
Disposals – (176,753)
Changes in fair value of investments 146,988 (163,310)
At 31 March 1,357,365 1,136,527
Available-for-sale financial assets comprise investments in the ordinary issued capital of various entities. At There are no fixed returns or
fixed maturity dates attached to these investments.
At 31 March 2018, the balance represents:
a) 19% interest in Anglo Saxony Mining. The fair value of the Group’s investment has been valued under level 3 of the fair value hierarchy
and has been increased to $1,341,362 following an additional purchase of 550,000 shares at £0.10 a share. Panthera’s total shareholding
at year-end is 9,550,000 shares. The basis of the year-end valuation is the price of the most recent share-issue (being November 2017).
b) 15% interest in Aforo Resources Ltd. The fair value of the Group’s investment has been valued under level 3 of the fair value hierarchy
and has been valued at A$20,000 ($16,003) by management.
Investments (Company)
The investment balance of $17,385,185 has arisen in the financial year on the share-for-share exchange which has resulted in shareholders
of Indo Gold having their interest transferred to Panthera, the new holding parent of the Group, as part of a reversed merger acquisition.
See note 17 for more information.
PANTHERA RESOURCES ANNUAL REPORT 2018 35
Notes to the financial statements continued
For the year ended 31 March 2018
13. Trade and other receivables
Group Company
2018 2017 2018
$ USD $ USD $ USD
Current:
Other debtors 20,060 255 –
Tenement deposits 1,285 12,404 –
Loans advanced to other companies – 24,480 –
VAT receivable 58,987 8,299 34,321
Intercompany debtor – – 1,086,813
80,332 45,438 1,121,134
The intercompany debtor relates to an amount held in Indo Gold’s bank account on behalf of Panthera. Panthera is in the process of
establishing its own bank facilities, at which point the balance at that date will be transferred over.
14. Non-current liabilities – provisions
Group
2018 2017
$ USD $ USD
Statutory entitlements for Indian employees 40,528 34,882
40,528 34,882
No non-current liabilities have been recorded in the Company at the year-end.
15. Trade and other payables
Group Company
2018 2017 2018
$ USD $ USD $ USD
Current:
Trade payables 69,648 19,526 2,568
Accruals and other payables 91,872 37,522 30,197
Provision for annual leave 1,624 1,190 –
163,144 58,258 32,765
36 PANTHERA RESOURCES ANNUAL REPORT 2018
16. Share capital and share premium
Ordinary shares Share capital Share premium Total
# $ USD $ USD $ USD
As at 1 April 2016 50,287,937 15,876,988 – 15,876,988
Shares issued in period 2,703,334 333,773 – 333,773
As at 31 March 2017 52,991,271 16,210,761 – 16,210,671
Shares issued prior to acquisition 8,899,999 1,712,183 – 1,712,183
Capital re-organisation on acquisition – (17,086,577) 15,891,001 (1,195,576)
Shares issued post-acquisition 5,714,286 77,221 1,564,402 1,641,623
Share issue costs – – (81,802) (81,802)
As at 31 March 2018 67,605,556 913,588 17,373,601 18,287,189
Ordinary shares in Panthera confer the right to vote at general meetings of the Company, to a repayment of capital in the event of a
liquidation or winding up and certain other rights as set out in the Company’s articles of association.
Each share has a nominal value of £0.01.
Company balances reflect those at Group level at the year-end. Refer to the Company statement of changes in equity for movements in the year.
17. Capital reorganisation reserve
$ USD
Share capital issued in Indo Gold Ltd 17,922,945
Parent Company purchase of 61,891,268 Indo Gold Ltd shares at £0.20 (17,385,188)
537,757
On 21 December 2017, the Group undertook capital re-organisation by way of a share for share exchange with the shareholders of Indo
Gold Ltd. Subsequent to the exchange, Indo Gold Ltd became a 100% subsidiary of the Company. As a result of the restructure, a capital
re-organisation reserve was created to capture the difference between the value of the Indo Gold Ltd shares acquired at GBP 0.20 each
and the historic value of the shares held in Indo Gold at that date, translated at historic rate to US$.
18. Share options on issue
Set out below is a summary of all options on issue at 31 March 2018.
2018 2017
Average exercise Average exercise
price per Number of price per Number of
share option options share option options
As at 1 April $0.42 7,340,000 $0.40 8,044,435
Granted during the year $0.21 2,594,796 $0.14 2,190,000
Exercised during the year – – – –
Lapsed during the year $0.53 2,250,000 $0.16 (2,894,435)
As at 31 March $0.29 7,684,796 $0.42 7,340,000
Vested and exercisable at 31 March $0.29 7,684,796 $0.42 7,340,000
PANTHERA RESOURCES ANNUAL REPORT 2018 37
Notes to the financial statements continued
For the year ended 31 March 2018
18. Share options on issue continued
Share options outstanding at the end of the year have the following expiry date and exercise prices:
Share options Share options
Grant date Expiry date Exercise price 2018 2017
15 February 2006 21 June 2018 $0.53 2,900,000 5,150,000
6 October 2016 Five years from grant date $0.14 2,190,000 2,190,000
23 August 2017 On or before 1 July 2022 $0.04 1,494,796 –
2 November 2017 On or before 2 November 2019 $0.18 100,000 –
16 February 2018 On or before 21 December 2022 $0.32 1,000,000 –
7,684,796 7,340,000
(a) Fair value of options granted
The assessed fair value at grant date of options granted during the year ended 31 March 2018 was between $0.005 and $0.2788 per option
(2017 – $0.08). The fair value at grant date was determined using the Black Scholes Model, which takes into account the exercise price, the
term of the option, most recently observed share price at grant date and expected price volatility of the underlying share, the expected
dividend yield, and the risk-free interest rate for the term of the option.
19. Financial risk management
The Group’s financial instruments consist mainly of deposits with banks, investments in listed and unlisted entities, accounts receivable
and payable, loans to and from subsidiaries, leases, preference shares and derivatives.
The carrying amounts for each category of financial instruments, measured in accordance with IAS 32 and IAS 39 as detailed in the
accounting policies to these financial statements, are as follows:
Consolidated Company
2018 2017 2018
Note $ USD $ USD $ USD
Financial assets
Cash and cash equivalents 1,571,578 264,746 2
Loans and receivables 13 80,332 45,438 1,121,134
Available-for-sale financial assets:
– at fair value:
• unlisted investments 12 1,357,365 1,136,527 –
Total financial assets 3,009,275 1,446,711 1,121,136
Financial liabilities
Trade and other payables 15 163,144 54,946 32,765
Employee entitlements 40,528 38,195 –
Total financial liabilities 203,672 93,141 32,765
Refer to note 20 for additional information regarding the fair value measurement of the Group’s available-for-sale assets.
38 PANTHERA RESOURCES ANNUAL REPORT 2018
20. Fair value measurements
The Group has the following assets, as set out in the table below, that are measured at fair value on a recurring basis after the initial
recognition. The Group does not subsequently measure any liabilities at fair value on a recurring basis and has no assets or liabilities that
are measured at fair value on a non-recurring basis.
2018 2017
Note $ USD $ USD
Recurring fair value measurements
Financial assets
Available-for-sale financial assets:
– Shares in listed companies – –
– Shares in unlisted companies 12 1,357,365 1,136,527
Total financial assets recognised at fair value 1,357,365 1,136,527
(i) For investments in listed shares, the fair values have been determined based on closing quoted bid prices at the end of the reporting period.
(ii) For investments in unlisted shares, the fair values have been determined using the most recently observed purchase price. Both
investments held (refer to note 12) are classified as level 3 assets on the fair-value hierarchy with regards to value. The principal
measurement management have used for those investments held as level 3 assets has been valuing its shares at that of the most recent
share-raise, which is considered to be the most accurate indicator of their perceived fair-value.
The Company does not hold any assets or liabilities at the financial year-end which are measured at fair-value on a recurring basis after
initial recognition.
21. Subsidiaries
Details of the Company’s subsidiaries at 31 March 2018 are as follows:
Ownership Voting power
Name of undertaking Country of incorporation interest (%) held (%) Nature of business
Indo Gold Ltd 1 Australia 100.00 100.00 Service provide and resource
investment advisor
Indo Gold Mines Private Limited 2 India 70.00 70.00 Gold exploration
Indo Gold Resources Private Limited 3 India 100.00 100.00 Gold exploration
St Piran Mines Pty Ltd 4 Australia 100.00 100.00 Dormant
On 21 December 2017, the Company undertook capital reorganisation by way of a share for share exchange with the shareholders of
Indo Gold Limited. Subsequent to the exchange Indo Gold Limited became a 100% subsidiary of the Company.
Investments in subsidiaries are stated at cost. The future value of the investments in subsidiaries is dependent on future exploration and
commercial success.
Registered office addresses
1 306 Pinjarra Road, Pinjarra Hills QLD 4069, Australia
2 15 Ground Floor, Golf Course Road, Off Old Airport Road, Bengaluru – 560 008, Karnataka, India
3 1,A.R.Complex, Sector-13 R.K.Puram,NewDelhi-110066, India
4 306 Pinjarra Road, Pinjarra Hills QLD 4069, Australia
PANTHERA RESOURCES ANNUAL REPORT 2018 39
Notes to the financial statements continued
For the year ended 31 March 2018
22. Contingent liabilities
Directors are not aware of any contingent liabilities that are likely to have a material effect on the results of the Group as disclosed in these
financial statements.
23. Contingent assets
Daehwa Mine, South Korea
The Company holds a 3% interest in the Net Smelter Return (NSR) in the Daehwa project in South Korea. At the date of this report there is
no certifiable mineral resource on the project and as such the value of this interest is unknown.
24. Commitments for expenditure
Exploration and business development – Naton, Burkina Faso
On 15 June 2017 Indo Gold Ltd exercised the option on Naton in Burkina Faso, and authorised payments of $20,000 to the vendor and
$10,000 for the finder’s fee. The Company can earn an initial 80% of the project by undertaking exploration expenditure of minimum $1m
over 4 years whilst meeting the statutory expenditure commitments and government fees which are currently $59,500 pa for exploration
and $800 pa for fees and rentals. Furthermore, the Company will make payments of $180,000 over the next 4 years payable in instalments
to the Vendors as follows:
Tranche 2 $20,000 Paid subsequent to year end
Tranche 3 $30,000 By June 2019
Tranche 4 $50,000 By June 2020
Tranche 5 $80,000 By June 2021
The Company can terminate this agreement at any time during this earn-in period.
Exploration and business development – Kalaka, Mali
On 24 August 2017 Indo Gold Ltd exercised the option on Kalaka in Mali, and authorised payments of $20,000 to the vendor and $10,000
for the finder’s fee. The Company can earn an initial 80% of the project by undertaking exploration expenditure of minimum $1m over
4 years whilst meeting the statutory expenditure commitments and government fees which are currently $2,000pa for fees and rentals.
Furthermore, the Company will make payments of $180,000 over the next 4 years payable in instalments to the Vendors as follows:
Tranche 2 $20,000 Paid subsequent to year end
Tranche 3 $30,000 By June 2019
Tranche 4 $50,000 By June 2020
Tranche 5 $80,000 By June 2021
The Company can terminate this agreement at any time during this earn-in period.
40 PANTHERA RESOURCES ANNUAL REPORT 2018
25. Other reserves
Share option Translation Unrealised
reserve reserve gains reserve Total
Group $ $ $ $
At 1 April 2016 407,494 16,898 (1,976,449) (1,552,057)
Loss on fair value of investment assets – – (251,425) (251,425)
Exchange differences on translation – 25,115 – 25,115
Options issued 172,397 – – 172,397
Options expired (249,178) – – (294,178)
At 31 March 2017 330,713 42,013 (2,227,874) (1,855,148)
Gain on fair value of investment assets – – 146,988 146,988
Foreign exchange movement on capital-reorganisation – 657,819 – 657,819
Exchange differences on translation – 75,124 – 75,124
Options issued 158,833 – – 158,833
Options revalued on re-issue in Panthera 318,860 – – 318,860
At 31 March 2018 808,406 774,956 (2,080,886) (497,524)
Company
Other reserves for the Company consist of a foreign exchange translation reserve of US$689,749 and a SBP reserve of US$808,406.
(a) Share-based payment reserve
Share-based payments reserve arises on the grant of share options to executives and senior employees under the employee share option
plan. Amounts are transferred out of the reserve and into issued capital when the options are exercised, or into retained earnings if they
are forfeited.
(b) Foreign currency translation reserve
Exchange differences arising on translation of the foreign controlled entity are taken to the foreign currency translation reserve, as
described in note 1.16. Additionally, exchange differences arising on the translation of all Group entities into the presentational currency
have been recorded in other comprehensive income an in the translation reserve.
(c) Unrealised gain reserve
Changes in the fair value and exchange differences arising on translation of investments that are classified as available-for-sale financial
assets (e.g. equities), are recognised in the balance of Available for sale financial assets and accumulated in a separate reserve within equity.
Amounts are reclassified to profit or loss when the associated assets are sold or impaired; see accounting policy note 1.21 for details.
26. Events subsequent to reporting date
The following events have occurred subsequent to the end of the financial year up to the date of this report:
Exploration & Business Development – India
No new developments.
Indian Legal and Business Environment
In August 2018, the Company was advised by the Government of Rajasthan (GoR) that the Prospecting Licence Application (PLA) made on
behalf of the Bhukia JV, by its joint venture partner Metal Mines India Pvt Ltd., was rejected.
The Notification was in response to an Order issued by the Court dated 22nd January 2018, where the Court directed the GoR to take a final
decision on the pending PLA, preferably within 3 months from the date of the Order and gave the JV liberty to file with fresh cause of action,
in case it was aggrieved by the decision of the Government.
PANTHERA RESOURCES ANNUAL REPORT 2018 41
Notes to the financial statements continued
For the year ended 31 March 2018
26. Events subsequent to reporting date continued
The GoR rejected the PL Application for the following spurious reasons:
1.
It considers the Reconnaissance Permit (RP) it granted to MMI to be Null and Void because the application was filed in the name of Metal
Mining India Limited and following a change of name the RP was granted to Metal Mining India Private Limited. Hence different companies
– therefore the RP grant was invalid.
2. The change of name constituted a transfer of the asset and there was no provision of transfer of an RP under Mineral Concession Rules,
1960 (MCR 1960).
3. When the RP application was filed a 38.793 sq.km area was reserved for the Geological Survey of India (GSI) and 17.84 sq.km was
overlapping with a Hindustan Zinc Limited (HZL) granted PL.
4. On the date of filing the RP was restricted for grant because there was a restriction in place for grant in Tribal Areas pursuant to a
Government Order dated 05.09.2000.
5. The area was reserved in favour of GSI from 27.09.2009 where GSI carried out work till 2015 and defined a resource. GSI has expressed
intensions to carry out G-2 level exploration in the area hence this area cannot be granted for PL.
The permitting process for Bhukia has been long and protracted, with successful legal intervention required on numerous occasions to protect
the Company shareholder’s rights and advance the project. Accordingly, the JV has built an exceedingly strong base from which to launch a
legal challenge to this latest attempt by the GoR to deny its rights.
The Board has taken detailed legal advice from multiple highly respected, industry leading, law firms and moved immediately to file a Writ
Petition with the Court pursuant to the protections granted by its January 22nd Order. The Board is highly confident that it will secure the
Stay Orders required to completely protect the JV’s rights over the entire area of the former RP, which will then put it in a strong negotiating
position regarding the grant of the PL.
It is a well-documented fact that the JV has met all the necessary criteria for the grant of a PL and it is now a requirement under the laws of
India for the GoR and the Government of India to grant it. A writ petition has been lodged with the High Court of Rajasthan challenging this
decision. The Board anticipate full Stay Order protection within 10 weeks, with a possibility that the Court will grant an Interim Stay Order
within the next month.
In addition to the legal proceedings, the Company will also start a dialogue with the Government of India given the concerns surrounding how
the GoR has conducted itself in contradiction to the country’s legal framework and their own previous communications.
The Board and Management believe it is clear the GoR is errant in rejecting MMI’s application and expects to succeed in its efforts to overturn
this decision, initially through receiving strong Stay Orders, and subsequently through parallel courses of legal action and negotiation.
Exploration & Business Development – West Africa
Exploration has continued in West Africa in line with the Group’s plans and budgets. This included a recent 1,077m program of RC drilling,
which was completed in early July and the results are discussed in detail in the Subsequent Events section of this report.
The Company tested the Somika Hill target with three drill holes over about 900m of strike. The Kaga and Bido veins only had a single hole
drilled into them as part of the programme and hence remain open in all directions. The Somika East target is a virgin discovery without any
previous artisanal activity and the site has also only been tested by a single drill-hole after it was identified via soil sampling.
The drill programme was very successful in upgrading the Kaga Vein, Bido Vein and Somika East targets, with these all requiring additional drill
testing to ascertain size potential. The resulting grades have shown positive results with over 3g/t Au being returned from each target and up
to 32.3g/t Au as a best result.
Much of the better mineralisation at each of these targets appears to be associated with sulphide alteration rather than quartz veins
suggesting that Induced Polarisation (“IP”) may be a good exploration tool and useful in the targeting of future drilling locations.
The main Somika Hill trend has been significantly extended with regards to strike potential. Additional exploration is required to assess its full
potential as drilling is still very broad spaced.
The Old Orpailleur target was been downgraded and a source for the transported gold mineralisation will now be the main target there.
42 PANTHERA RESOURCES ANNUAL REPORT 2018
27. Dividends
No dividend was declared for 2018 (2017: $Nil).
28. Related party transactions
Remuneration of key management personnel
See note 7 for details of key management remuneration.
Transactions with related parties
Directors of the Group, or their Director-related entities, hold positions in other entities that result in them having control or significant
influence over the financial or operating policies of these entities.
The terms and conditions of the transactions with Directors and their Director related entities were no more favourable than those available,
or which might reasonably be expected to be available, on similar transactions to non-Director related entities on an arm’s length basis.
The transactions recognised during the period relating to Directors and their Director related entities were as follows:
• The Group paid rent and office services for 12 months of $16,958 to the Higgins Family Trust, a trust associated with M. Higgins, a
Director of the Company, for management and advisory services.
• Indo Gold Ltd received $24,636 from a related Company, Aforo Resources Ltd, being repayment of in full of loan principal and interest.
• Indo Gold Ltd holds cash reserves of $1,086,813 at 31 March 2018 on behalf of Panthera Resources PLC.
• Indo Gold Ltd cancelled 7,434,796 outstanding options on 21 December 2017. These options were reissued to option holders in
Panthera Resources PLC on the same day with the same terms.
• The shareholders of Indo Gold Ltd exchanged 61,891,270 ordinary shares on 21 December 2017 for the same number of shares in
Panthera Resources PLC, at which time Panthera Resources PLC became the Parent entity of Indo Gold Ltd.
• Indo Gold Ltd novated the subscription agreement for investment in new shares with Republic Investment Management Pte. Ltd to
Panthera Resources PLC on 21 December 2017.
29. Cash flows from operating activities – Group
2018 2017
$ USD $ USD
Loss for the year after tax (2,513,093) (310,006)
Adjustments for:
Taxation charged – –
Investment income – 525
Depreciation and impairment of property, plant and equipment 5,294 (1,827)
Other gains and losses – 165,747
Equity settled share based payment 470,499 (95,033)
Impairment write back – (15,744)
Unrealised foreign exchange gain/(loss) 103,534 (103,082)
Movements in working capital:
(Increase)/decrease in trade and other receivables (46,013) 157
Increase/(decrease) in trade and other payables 104,884 (6,183)
(Increase)/decrease in provisions 5,646 1,870
Cash flows used in operating activities (1,869,249) (363,576)
PANTHERA RESOURCES ANNUAL REPORT 2018 43
Notes to the financial statements continued
For the year ended 31 March 2018
30. Cash flows from operating activities – Company
2018
$ USD
Loss for the year after tax (838,673)
Foreign exchange (5,493)
Share option expenses 311,666
Movements in working capital:
(Increase)/decrease in trade and other receivables (34,321)
Increase/(decrease) in trade and other payables 32,765
Cash used in operations (534,056)
44 PANTHERA RESOURCES ANNUAL REPORT 2018
Who we are
Panthera Resources PLC is an exploration and development group focused
on gold projects in India and West Africa and the optimisation of other
mineral properties.
The Company was incorporated in the United Kingdom in 2017. The Company’s
shares are listed on the Alternative Investment Market (“AIM”) of the London
Stock Exchange .
Vision
To build a portfolio of high quality, low cost gold assets in India and West Africa.
Our strategy
Panthera intends to utilise the proven ability of its Board and management
team to develop projects at all stages of the value chain to create a significant
gold exploration and development group. The plan is to do so through
exploring and developing its current and future gold resource projects.
Company information
Directors
Michael Higgins Non-Executive Chairman
(Appointed 8 September 2017)
Geoffrey Stanley Managing Director
(Appointed 8 September 2017)
Christopher Rashleigh Non-Executive Director
(Appointed 20 November 2017)
Peter Carroll Non-Executive Director
(Appointed 20 November 2017)
David Stein Non-Executive Director
(Appointed 20 November 2017)
Timothy Hargreaves Non-Executive Director
(Appointed 20 November 2017)
Catherine Apthorpe Non-Executive Director
(appointed 11 June 2018)
See the Group’s website for biographies of Directors:
www.pantheraresources.com/about/board-of-directors/
Independent Auditor
PFK Littlejohn LLP
1 Westferry Circus
Canary Wharf
London
E14 4HD
Solicitors
Kerman & Co LLP
200 Strand
London
WC2R 1DJ
Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Registered office
2 Duke Street
Manchester Square
London
W1U 3EH
Company number
10953697
Nominated Adviser
RFC Ambrian
Condor House
10 St Paul’s Churchyard
London
EC4M 8AL
Contents
Highlights of 2018 1
Chairman’s statement 2
Strategic and operational report 4
Directors’ report 12
Independent Auditor’s report 14
Group statement of comprehensive income 18
Group statement of financial position 19
Company statement of financial position 20
Group statement of changes of equity 21
Company statement of changes in equity 22
Group statement of cash flows 23
Company statement of cash flows 24
Notes to the financial statements 25
Company information IBC
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London
W1U 3EH
Australia
306 Pinjarra Road
Pinjarra Hills
QLD 4069
Australia
India
Tej Kunj
Ambavgarh
Udaipur – 313001
Rajasthan
India
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Annual report and accounts 2018