Panthera Resources
Annual Report 2019

Plain-text annual report

Annual report and accounts 2019 PANTHERA RESOURCES PLC Company Registration No. 10953697(United Kingdom) Growth Through Exploration Annual Report for the year ended 31 March 2019 Who we are Panthera Resources PLC is an exploration and development group focussed on gold projects in India and West Africa and the optimisation of its other mineral properties. The Company was incorporated in the United Kingdom in 2017. The Company's shares are listed on the AIM market of the London Stock Exchange. Vision To build and grow the value of a portfolio of high quality, low cost gold mining 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. Table of Contents Growth Through Exploration Highlights of 2019 Chairman's statement Strategic and Operational Report Directors’ Report Audit Report Group statement of comprehensive income Group statement of financial position Company statement of financial position Group statement of changes of equity Company statement of changes in equity Group statement of cash flows Company statement of cash flows Notes to the financial statements 1 3 4 22 26 31 32 33 34 36 38 39 40 STAY IN TOUCH WITH US ONLINE Corporate website pantheraresources.com Annual Report for the year ended 31 March 2019 Highlights of 2019 Panthera Resources PLC has successfully navigated its first full year as an AIM listed exploration and mining company, strengthened its balance sheet with an innovative non-dilutive transaction, significantly grown the value of its West African gold exploration portfolio and set a new course for a fruitful outcome to the protracted Prospecting Licence (“PL”) application process for its flagship Bhukia Joint Venture (“JV”) project in Rajasthan. The Bhukia Joint Venture (“JV”) project in Rajasthan, India is targeted for a +6.0Moz resource drill-out · · · · · · A high value partnership has been established with Galactic Gold Mining Pvt Ltd (Galaxy) that is designed to align Indian capital with the success of the JV and bring increased Indian business and operational capabilities to advance Panthera's Indian capabilities. A JORC-Inferred Mineral Resource of 1.74Moz exists, with a planned exploration programme that targets increasing this to over 6.0Moz. The JV's Prospecting Licence Application (PLA) was rejected by the Government of Rajasthan (“GoR”) in August 2018 on various spurious grounds, forcing the JV to challenge the rejection order in court to protect its legal rights and the interests of its shareholders. The Hon'ble High Court of Rajasthan passed an interim Stay Order protecting the legal rights of the JV by restraining the Government of Rajasthan from granting third party rights within the entire area of the PLA. Court proceedings are ongoing and the JV is confident of getting a favourable judgment once all pleadings are complete. Following the Rajasthan State and Indian General Elections, the JV has reopened negotiations with the Government of Rajasthan towards the grant of the PL over the Bhukia Gold Project. The new National Mineral Policy 2019 declared by the Government of India, aims to revive the exploration and mining industry by bringing in necessary reforms to attract private part High potential West Africa gold exploration portfolio with drill-ready targets · · · · The Company has acquired rights to the Labola gold project in southern Burkina Faso, West Africa. Historically, combined resources of over 600,000oz averaging about 1.2g/t Au were estimated and quoted by High River Gold / Nordgold under JORC and NI43-101 guidelines and Panthera's priority exploration will focus on confirming and expanding these known zones of mineralisation. At the Naton JV project in southern Burkina Faso, West Africa the Company completed its first drill testing programme with encouraging results which demonstrated ore grade gold mineralisation on four out of five structures tested. Follow up geological mapping and geochemical sampling has further refined existing targets and identified further high tenor gold anomalies for drill testing. At the Kalaka JV project in southern Mali, West Africa, a new (replacement) tenement was granted to Panthera at the end of December 2018. The new title can be renewed for a period of up to 7 years and will enable systematic exploration of the targets generated by its technical team, including the potential extension identified by the Company's geophysical survey of the known mineralisation at the K1A prospect. Geological mapping and sampling at the Bassala JV have identified an extensive and highly encouraging gold in soil anomaly that clearly requires drill testing. Further infill work is underway to aid drill targeting. A US$1.25million funding package was negotiated · · A strategic alliance and staged financing partnership was agreed with Galaxy, an Indian company with a strategic objective to become a premier listed Indian gold mining and investment company. Tranche one of US$250,000 was drawn down in January 2019 and tranche two of US$250,000 was received in May 2019. The final tranche of US$750,000 is due prior to the successful grant of the Bhukia Gold Project PL. 01 Annual Report for the year ended 31 March 2019 Strategic and Operational Report The Directors present their strategic report on the Group for the year ended 31 March 2019. Strategy: Panthera Resources strategy remains focussed on dual paths of value creation, through the discovery, development and optimisation of mineral assets in its two chosen geographic areas of activity. By acquiring and advancing projects at all stages of the value chain Panthera intends to create a significant gold exploration and development Group. The Board has set an objective of building a portfolio of high quality, low cost gold assets in India and West Africa. A dual work stream approach will continue to be taken. Working with our partner Galaxy on the advancement of our objectives in India constitutes one business stream, while the simultaneous advancement of West African projects represents the second stream of activity. In India, emphasis will continue to be placed on attaining a PL for the Bhukia Gold Project. Once acquired, the extensive amount of exploration already completed will be leveraged and further drilling is expected to define a substantial JORC-compliant resource base and allow the completion of a bankable feasibility study. In West Africa the Group now has the opportunity to re-prioritise its activities following the successful addition of the Labola property in southern Burkina Faso to its already exciting portfolio of properties. Expanding Labola's previously defined resource will become one of the Company's priority activities, which compliments recent drill success achieved at Naton and the definition of multiple exciting targets elsewhere in West Africa. The first RC drilling program at Naton achieved excellent results with ore grade intersections encountered at 4 of the 5 structures tested, and further drilling is clearly required, whilst high- quality drill ready targets have also been defined at Bassala and Kalaka. The Group's demonstrated abilities in project acquisition will remain a core competency that the Company will utilise to seek further growth opportunities via joint venture arrangements and/or acquisitions of other metals projects. Several advanced opportunities emerged from this initiative during the year and the first acquisition was the advanced stage Labola gold project. 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 only 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 Gold 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 continues to believe the Bhukia Gold Project demonstrates all the key characteristics that will enable low-cost production. Early conceptual studies suggest the operation will incorporate a shallow open pit mine with consistent and continuous grades. The large-scale ore body and potential to capture by-product copper credits is likely to further lower operating costs. Pit optimisation studies have suggested that the majority of the inferred resource may be economically recovered at low gold prices. The operation has access to extensive infrastructure, with power, roads and transport in close proximity. Support of National Governments The Government of India (“GoI”) is encouraging private investment in exploration and mining, promoted by Prime Minister Modi's “Make in India” campaign to strengthen the nation. The New National Mineral Policy 2019 promises to address some of major issues faced by the mining and exploration industry in the country. The development of the Bhukia Gold Project would bring additional employment opportunities for the local community, and the Group anticipates support from the Government 04 Annual Report for the year ended 31 March 2019 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. The acquisition of the Labola option (Burkina Faso) gives Panthera an advanced drill ready project that could rapidly advance to feasibility. Organisational Overview: 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. Michael Higgins is the Non-Executive Chairman of the Board and Geoff Stanley is the Managing Director and Chief Executive Officer. Mr David Stein, Mr Tim Hargreaves and Ms Catherine Apthorpe are Non-Executive Directors. As part of the Company's succession planning two long serving Directors, Mr Chris Rashleigh and Mr Peter Carroll did not stand for re-election. The current composition of the Board is one Executive Director and four 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. Ms. Minna Gonzalez-Gomez LLM ISCA was appointed Company Secretary, she has multi-jurisdictional experience particularly in India, and South East Asia. Ms. Gonzalez-Gomez has a master's degree in International Law from the University of Turku, and a master's degree in Comparative Corporate and Commercial Law from University College London. Ms. Gonzalez-Gomez is a qualified Company Secretary and member of the Institute of Chartered Secretaries and Administrators. 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 one Executive Director, Geoff Stanley, and one Non- Executive Director, Catherine Apthorpe. No internal control issues requiring disclosure were identified during 2019. 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 Catherine Apthorpe and David Stein (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 05 Annual Report for the year ended 31 March 2019 succession plans as well as to whether the Board has the skills required to effectively manage the Group. It comprises Tim Hargreaves and David Stein (Non-Executive Directors). Business Environment : In last year's report we postulated that there were “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…..” These expectations have largely come to pass, and we are now enjoying a much more positive gold price. It is clear that those pressures continue to build, and we see little reason to expect any of these macroeconomic or geopolitical situations to be resolved in the short term. While gold has been remarkably strong in light of the firm US dollar recently, the outlook for the dollar appears to be trending negatively, and hence we envisage a likely further positive impact on the gold price. These have been positive influences for the gold exploration business and we have seen key indices of the junior gold mining stocks such as the GDX fare well. It went from 21.98 to 22.42 during the year in question but subsequently it has increased by approximately 20% to over 26. This implies a modest improvement in gold equity valuations against a backdrop of the move in gold from US$1,322 to US$1,293. Subsequent to year end the gold price has risen to marginally over US$1,500 per oz, an increase of approximately 16%, compared to the GDX rise of almost 32% to 29.6 at the time of writing. Clearly there has been a valuation recovery precipitated by the rise in the gold price. The improved valuation environment the sector is enjoying may positively impact the average cost of capital for gold companies in the near term and provide much needed equity financing opportunities to the sector participants. Nevertheless, these opportunities are often short lived and the board and management of Panthera must remain vigilant to ensuring a balance sheet that is not vulnerable to further prolonged downturns. The business environment in India is likely to remain positive following the recent general elections. The stability offered by the strong showing of the Modi government is likely to see India retain its robust growth rates. Indian economy is projected (IMF) to continue to be the fastest growing major economy in 2018-19 and 2019-20. Recent GDP growth of 7.6 per cent supports this contention. In respect to the mining sector, the Government of India (GoI) introduced the much awaited new National Mineral Policy (NMP) . The NMP, sets out, ambitiously, to increase the production of major minerals by 200% in 7 years. The target is tied to the current Government's “Make in India” initiative and to boost India's economic growth. 2019 that replaced the earlier 2008 Policy The NMP aims make necessary changes to the existing laws to attract private investments in exploration, within the ambit of an auction regime, through 'Right of First Refusal' at the time of auction and seamless transition from Reconnaissance permit to Prospecting Licence to Mining Leases. The NMP also states that special attention would be given to the prospecting and exploration of minerals in which the country has a poor resource-cum-reserve base despite having the geological potential for large resources. Energy critical minerals, fertilizer minerals, precious metals and stones, strategic minerals and other deep-seated minerals would be considered under this ambit. Additionally, clearances for grant of tenements would be streamlined with simpler, transparent, accountable and time bound procedures to facilitate exploration in order to conform to the statutory requirements especially for geologically complex deposits. Merger and acquisitions of mining entities and transfer of mining leases granted transparently will be encouraged by introducing appropriate incentives in existing laws. The Company hopes that policies laid down in the NMP are enacted and implemented rapidly to give a boost to the declining exploration industry in India. It is also hoped that this would reduce the bureaucratic red tape and stigma of corruption that continue to plague the country, thus improving the JV's ability to obtain the necessary PL required to recommence exploration at the Bhukia Gold Project. Economic conditions in Burkina Faso and Mali remain stable with real GDP growth estimated (African Development Bank) to be 6.0% in 2019 and 5.9% in 2020. As cooperation with China stimulates infrastructure development and adds support to growth, both economies are expected to benefit. Gold exploration activity and gold-mining continue to represent significant positive inputs to both economies. 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 likely to continue 06 Annual Report for the year ended 31 March 2019 to be a positive agent for change in underprivileged communities and regions. While increasing security instability in the northern and border regions of both countries requires increased levels of diligence and caution, Management and the Board of Panthera anticipate a continued supportive environment for exploration. Corporate Governance : The Board remains 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. Details of the Group's compliance with the principles can be found on the Group's website. 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. Panthera is totally committed to minimising any adverse impact of its activities on the natural environment and, as a minimum standard, will comply with any relevant legislation within the territories in which we operate. The Group adheres rigorously 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 using the Directors Talk online 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 & Business Development - India As a result of the ongoing permitting delays precipitated by the GoR there was no renewed exploration activity at either Bhukia or Taregaon during the period, or anywhere else in India, because the Group held no granted mineral rights. The JV's application for a PL over the Bhukia Gold Project was formally rejected by the GoR, which has necessitated intervention in the courts. However, our PL application remains on foot for the Taregoan property. 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 proposed amendments to laws foreshadowed by the new National Mineral Policy document will allow security of reconnaissance phase tenure in India. Until that happens, India is unlikely to attract any grass- roots exploration activity. Because of the Group's strong legal claim to the Bhukia Gold Project, corporate and business development opportunities have been possible. The Board and Management were able to pursue corporate opportunities to fulfil some of the Company's key corporate objectives designed to advance the Bhukia Gold Project. Key objectives were: 1. Align Indian capital and investment with the success of the Bhukia Gold Project 2. Strengthen the Company's Indian management breadth and depth 3. Acquire new Indian bureaucratic and political connections and capabilities To this end the Company was successful in negotiating a strategic relationship with Galaxy to form a partnership in India to 07 Annual Report for the year ended 31 March 2019 succession plans as well as to whether the Board has the skills required to effectively manage the Group. It comprises Tim Hargreaves and David Stein (Non-Executive Directors). Business Environment : In last year's report we postulated that there were “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…..” These expectations have largely come to pass, and we are now enjoying a much more positive gold price. It is clear that those pressures continue to build, and we see little reason to expect any of these macroeconomic or geopolitical situations to be resolved in the short term. While gold has been remarkably strong in light of the firm US dollar recently, the outlook for the dollar appears to be trending negatively, and hence we envisage a likely further positive impact on the gold price. These have been positive influences for the gold exploration business and we have seen key indices of the junior gold mining stocks such as the GDX fare well. It went from 21.98 to 22.42 during the year in question but subsequently it has increased by approximately 20% to over 26. This implies a modest improvement in gold equity valuations against a backdrop of the move in gold from US$1,322 to US$1,293. Subsequent to year end the gold price has risen to marginally over US$1,500 per oz, an increase of approximately 16%, compared to the GDX rise of almost 32% to 29.6 at the time of writing. Clearly there has been a valuation recovery precipitated by the rise in the gold price. The improved valuation environment the sector is enjoying may positively impact the average cost of capital for gold companies in the near term and provide much needed equity financing opportunities to the sector participants. Nevertheless, these opportunities are often short lived and the board and management of Panthera must remain vigilant to ensuring a balance sheet that is not vulnerable to further prolonged downturns. The business environment in India is likely to remain positive following the recent general elections. The stability offered by the strong showing of the Modi government is likely to see India retain its robust growth rates. Indian economy is projected (IMF) to continue to be the fastest growing major economy in 2018-19 and 2019-20. Recent GDP growth of 7.6 per cent supports this contention. In respect to the mining sector, the Government of India (GoI) introduced the much awaited new National Mineral Policy (NMP) . The NMP, sets out, ambitiously, to increase the production of major minerals by 200% in 7 years. The target is tied to the current Government's “Make in India” initiative and to boost India's economic growth. 2019 that replaced the earlier 2008 Policy The NMP aims make necessary changes to the existing laws to attract private investments in exploration, within the ambit of an auction regime, through 'Right of First Refusal' at the time of auction and seamless transition from Reconnaissance permit to Prospecting Licence to Mining Leases. The NMP also states that special attention would be given to the prospecting and exploration of minerals in which the country has a poor resource-cum-reserve base despite having the geological potential for large resources. Energy critical minerals, fertilizer minerals, precious metals and stones, strategic minerals and other deep-seated minerals would be considered under this ambit. Additionally, clearances for grant of tenements would be streamlined with simpler, transparent, accountable and time bound procedures to facilitate exploration in order to conform to the statutory requirements especially for geologically complex deposits. Merger and acquisitions of mining entities and transfer of mining leases granted transparently will be encouraged by introducing appropriate incentives in existing laws. The Company hopes that policies laid down in the NMP are enacted and implemented rapidly to give a boost to the declining exploration industry in India. It is also hoped that this would reduce the bureaucratic red tape and stigma of corruption that continue to plague the country, thus improving the JV's ability to obtain the necessary PL required to recommence exploration at the Bhukia Gold Project. Economic conditions in Burkina Faso and Mali remain stable with real GDP growth estimated (African Development Bank) to be 6.0% in 2019 and 5.9% in 2020. As cooperation with China stimulates infrastructure development and adds support to growth, both economies are expected to benefit. Gold exploration activity and gold-mining continue to represent significant positive inputs to both economies. 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 likely to continue 08 Annual Report for the year ended 31 March 2019 Figure 1 Location West Africa Projects Labola Project(Burkina Faso – option to purchase 100%) : The project is located in the south-eastern part of Burkina Faso within the Banfora greenstone belt, approximately 380km southwest of the capital city Ouagadougou and 90km east-northeast of the Banfora gold deposit (Fig 1). 09 Annual Report for the year ended 31 March 2019 Google Earth images clearly show two main quartz veins that have been exploited by artisanal gold miners and which extend over apprximately 9km of strike (Figure 2). Artisanal mining is generally shallow (around 10-30m) whereas drilling has demonstrated significant mineralisation at depths up to 300m below surface. Figure 2: Google Earth Image Showing Licences and Artisanal Activity Exploration was undertaken in the past by High River Gold / Nordgold (ex TSX and LSE listed, now private) and Taurus Gold (private South African company). While not all of the results from this work have been obtained and compiled, the following drill results have been identified to date: High River Gold / Nordgold: RC: DD: 25,025m in 227 drill holes (possibly up to 90 additional drill holes) 2,489m in 24 drill holes RAB: 1,628m in 48 drill holes Taurus Gold: RC: DD: 5,059m in 27 drill holes 19,949m in 103 drill holes The data and core are available for the Taurus drilling but the HRG/Nordgold data has not been sighted as yet. Both groups undertook preliminary resource estimations to JORC and/or NI43-101 guidelines, but as only summary data has seen sighted to date, these estimates should be considered exploration targets only at this stage. The total historical estimate (HRG/Nordgold) is over 600,000 ounces at a grade of around 1.2g/t Au. A full independent resource estimate is proposed following verification work on existing drill core and complete a verification drilling programme. 10 Annual Report for the year ended 31 March 2019 Numerous significantly higher grade drill intercepts have been returned, consistent with the high grades being reported by the artisanal miners, including: WNDD15: 2m @ 130.6g/t Au from 66m WNDD24: 11m @ 8.2g/t Au from 147m WNDD58: 6.5m @ 7.26g/t Au from 318m One semi-mechanised underground mine visited by Panthera geologists was focussed on a 0.9m to 1.4m wide quartz vein and the main shaft was at 57m while Panthera was on site. This is on the eastern vein which appears to be a single vein with associated mineralised stringers either side and thus represents a good high grade underground target. The western vein consists of a series of sheeted and stringer veins over 1-10m total width and has potential to be mined via open pit methods. Alteration, including coarse arsenopyrite and tourmaline (both typical of gold in the Birimian), was seen. Some veins at an angle to the main trend were also noted and the possibility of this zone being a Reidel-array style shear related vein system is likely. Thus, the potential to significantly increase the overall resource base is considered to be good by Panthera's geologists, in particular higher grade shoots at depth and structural targets where the two veins merge and become more of a stockwork or Reidel-array style shear zone. Figures 3-4 show pictures of the workings and alteration/mineralisation at Labola. Figure 3: Close-up of Labola Project Showing Previous Drilling on Google Earth Image 11 Annual Report for the year ended 31 March 2019 Figure 4: View of Artisanal Workings from PAT's Site Visit (Southern Area) Naton (Burkina Faso – earning to 80%) : At the Naton project the regolith mapping program was continued in order to complete coverage of targets considered prospective based on the soil sampling. The Company has also identified historical data that had been archived by the government agency and this information has now been digitised and is being used to identify targets for the next drilling programme. Initial results are highly encouraging, with several anomalies identified that are coincident with, and extend beyond, artisanal workings. These artisanal workings were developed on alluvial, eluvial and in situ mineralisation. Drill targets have been defined for testing and initial drilling on five structures in the north-east resulted in some excellent intersections of gold mineralisation. This drilling included a 1,077m program of RC drilling, which was completed in the third quarter of 2018 with results returned in the reporting year. 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 broadly spaced. 12 Annual Report for the year ended 31 March 2019 Significant drill intersections are shown below: · · · Kaga Vein: Bido Vein: Somika Hill: · Somika East: 8m @4.78g/t Au from 66m including 4m @ 9.26g/t Au from 68m 6m @ 1.90g/t Au from 99m including 3m @ 3.26g/t Au from 100m 10m @ 0.52g/t Au from 11m including 2m @ 1.61g/t Au from 13m 3m @ 1.03g/t Au from 36m 6m @ 1.04g/t Au from 82m including 1m @ 4.98g/t Au from 86m 2m @ 3.00g/t Au from 77m 4m @ 1.80g/t Au from 99m including 1m @ 6.44g/t Au from 101m The following photo of drilling is located at Somika Hill prospect: Kalaka (Mali – earning 80%): At the Kalaka JV project in southern Mali, West Africa, the company conditionally surrendered the old tenure in August 2018 in favour of a new tenement granted to Panthera in December 2018. The licence has been granted to our local 100% owned subsidiary company – Panthera Mali Resources SARL on behalf of our Joint Venture partners (Golden Spear Mali SARL) for an initial period of 3 years commencing 31 December 2018. This may be renewed for a further 3 years and then an additional 1 year if all conditions are met. The project is located in the southern part of Mali, within a poorly explored Birimian greenstone belt (Figure 1). Previous work by other explorers has outlined several zones of significant gold mineralisation, including the K1A anomaly, a large zone of low-grade gold mineralisation associated with mafic intrusions and meta-sediments that has been defined over a strike of about 1km and up to 200m width. Significant drill intercepts include (Figure 5): K1AD001: K1AD002: K1AD006: 246.3m @ 0.54g/t Au from 53m, including 56m @ 1.02g/t Au 191.8m @ 0.52g/t Au from 9m, including 6m @ 1.47g/t Au and 4m @ 2.47g/t Au 175.4m @ 0.49g/t Au from 24 m, including 25m @ 1.21g/t Au 13 Annual Report for the year ended 31 March 2019 Recent geophysical work by Panthera h a s s h o w n t h a t t h e k n o w n mineralisation at K1A has an associated IP chargeability anomaly related to the disseminated sulphides (pyrite, pyrrhotite and arsenopyrite) within the This alteration and mineralisation. anomaly has been shown to trend away from the zone that has been drill tested to date, with the most chargeable part of the IP anomaly not properly tested. This is considered a very good target for higher grade mineralisation within a demonstrated large mineralized system based on the interpreted higher sulphide content giving rise to the chargeability anomaly (Figure 6). Figure 5: K1A Prospect, Kalaka Project 14 Annual Report for the year ended 31 March 2019 The K1A mineralisation does not outcrop and has no artisanal workings associated with it. However, an area in the south of the licence (Southern Artisanal Prospect) has extensive abandoned artisanal workings over an area of about 900m x 130m trending in a NNE direction with a cross cutting trend over an area of about 500m x 50m trending in a NW direction (Figures 7-9). This has very similar rock types and alteration to the K1A mineralisation and is only tested by three shallow RC drill holes which probably did not reach target depth. Rock chip samples of dump material have returned up to 10.5g/t Au. This is a high priority target with potential for higher grade mineralisation than K1A, especially where the two trends intersect. Geophysical and drill testing is warranted. Figure 6: K1A Prospect, IP Chargeability Anomaly (Red = Highly Chargeable) 15 Annual Report for the year ended 31 March 2019 Figure 7: Southern Artisanal Prospect with dump rock chip sampling shown Figure 8: Artisanal Workings, Southern Artisanal Prospect 16 Annual Report for the year ended 31 March 2019 A second zone of artisanal workings over an area of about 300m by 50m is located within felsic rock types and this has not been drill tested to date. In addition, several other soil anomalies and/or drill intercepts also require additional follow-up. 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 less than 10km from 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 the8km 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. Additional soil sampling has been completed with assay results to be finalised over the next three months. 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 for definition drill testing. 17 Annual Report for the year ended 31 March 2019 Financial Review: Review and results of operations The consolidated loss of the Group is $1,553,396 for the financial period after providing for income tax and eliminating non- controlling interests amounted to $1,535,925 (2018: $2,479,305). The Group is not yet a minerals producer and 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 in question there were no changes to the capital structure of the Company. 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”) (17.2%) 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, and following a modest A$100,000 investment to support ASM's pre-feasibility study, the Group's shareholding in ASM has now reached 9.55 million 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 deposit. Panthera has recently received a shareholder update from ASM outlining the successful metallurgical pilot plant test-work, receipt of an additional £1.0 million from Baker Steel and acquisition of a second globally significant tin resource, the text of which is set out below: Funding ASM hasannounced that it has received from Baker Steel Resources Trust (BSRT) the third tranche of the convertible note loan, comprising an additional £1,000,000. These funds will now be used to complete the on-going pre-feasibility study for Tellerhauser. This investment was dependent upon positive results of the Pilot Plant test work and the commercial test work being conducted by ALS in Tasmania. These results were apparently better than the ASM technical team anticipated and clearly demonstrate that the mineralisation can be successfully processed into a saleable tin concentrate. This excellent work resulted directly from a technical breakthrough including revised a chronological interpretation and new genesis models for the emplacement of mineralisation. These new models had significant positive implications for mineral processing and were driven by the ASM technical team in collaboration with Panthera. ASM is very pleased with the results of the test work to date and will continue to refine this work to maximise the economic benefits and design an effective processing facility. Gottesberg : An agreement to purchase the Gottesberg tin deposit, approximately 28km west of the flagship Tellerhäuser tin deposit, has been reached with Tin International AG, and the transfer of the licence has been approved by the Mines Authority in Saxony. Consideration is a mix of cash and ASM shares. 18 Annual Report for the year ended 31 March 2019 Gottesberg is a large tonnage, low grade tin deposit with excellent mineral processing characteristics. It has a resource (reported under JORC guidelines by Tin International) of: Indicated 10.8Mt @ 0.26% Sn (29,000t tin) Inferred 31.3Mt @ 0.27% Sn (84,000t tin) Total 42.1Mt @ 0.27% Sn (113,000t tin) This takes the total resource base controlled by ASM in Saxony to 217,000t tin, amongst the largest undeveloped tin resources in the world. Tin International have previously reported a higher grade JORC resource using a 0.35% lower cut-off, of: Indicated 2.0Mt @ 0.48% Sn (10,000t tin) Inferred 4.8Mt @ 0.49% Sn (23,000t tin) Total 6.8Mt @ 0.49% Sn (33,000t tin) The proximity of this deposit to our Flagship Tellerhäuser deposit, combined with its large resource base, higher grade zones, and excellent mineral processing characteristics mean significant synergies exist for combining these two deposits into a single integrated tin operation in Saxony. This is an excellent development and gives ASM several operating and development options, as well as doubling its existing tin resource base. Daehwa Mine (South Korea – Inactive) Net Smelter Royalty (NSR) The Group recently agreed to sell its 3% NSR over the Daehwa mine to Peninsula Mining. Subsequent to the reporting period the first A$50,000 of a total sale price of A$70,000 was received. Bengal Minerals Pty Ltd (“BMPL”) (32%) 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. 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 Following the rejection of the PL application over the Bhukia Gold Project, the Company has been aggressively pursuing for an outcome in court, where it has filed a writ petition challenging the GoR's rejection order. The Company's legal rights are protected by a Stay Order and the matter is set for final hearing on 18 October 2019. In parallel, the Company, with the support of Galaxy, has also reopened negotiations with the newly elected Government in the State of Rajasthan. It aims to show to the new administration how we have been denied our court validated legal rights for the grant of a PL by the previous regime. We also aim to showcase the investments and benefits a project like this would bring to the State and the local communities, giving the new administration ample reasons to review the decision and support the project. 19 Annual Report for the year ended 31 March 2019 Directors’ Report Panthera Resources PLC Company number: 10953697 22 Annual Report for the year ended 31 March 2019 Your Directors present their report, together with the financial statements, on the consolidated Group for the financial year ended 31 March 2019. 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. Select suitable accounting policies and then apply them consistently; 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: • • 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. 23 Annual Report for the year ended 31 March 2019 Directors and their interests : The current Directors are listed on page 5. The Directors of Panthera are: Michael Higgins, Geoff Stanley, David Stein, Tim Hargreaves and Catherine Apthorpe (appointed as a Non-Executive Director on 10 June 2018). During the year Minna Gonzalez-Gomez was appointed as the Company secretary. The beneficial interests of the Directors at the year-end in the issued share capital and share options of the Company are as follows: Geoff Stanley Mike Higgins Tim Hargreaves Totals As at 31 March 2019 Ordinary shares Share options 1,750,000 1,521,375 7,447,789 7,425,000 1,014,285 1,014,285 - 10,212,074 4,355,421 24 Annual Report for the year ended 31 March 2019 Shares under option or issued on exercise of options At the date of this report, there were 4,784,796 options outstanding over the unissued shares of the Company (2018: 7,784,796). 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 15 August 2019, the Company was aware of the following holdings of 3% or more in the Company’s issued share capital: 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 25 Annual Report for the year ended 31 March 2019 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 year ended 31 March 2019 which the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statement of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and 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 2019 and of the group’s and parent company’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 related 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 $1,580,720 and incurred operating cash outflows of $1,443,125 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 $188,376 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. An agreement is in place with Galactic Gold Mines Private Limited (“Galaxy”) to provide $1.25m over three tranches of funding and as at the audit date $500,000 of this had been received, however, the third tranche is contingent on successfully obtaining the Bhukia PL. A further agreement in in place with Republic Investment Management to secure a third tranche of funding which is also dependant on securing the PL. The 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. 26 Annual Report for the year ended 31 March 2019 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 per 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 asset. 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. Group materiality - 2019 Group materiality - 2018 Basis for materiality £53,700 ($US70,000) £50,000 ($US67,500) 2% of gross assets (PY - 2% of gross assets and 5% profit before tax) We determined gross assets to be the most appropriate benchmark for the group as the entity currently does not trade and its investment portfolio is the main source of interest to the user of the financial statements. Materiality was set at £53,700 for the consolidated balances, and the materiality set for the parent was £46,000 (2018 - £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 £2,700 in addition to other audit misstatements below that threshold that we believe warrant reporting on qualitative grounds. An overview of the scope of our audit In 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, such as the valuation of available for sale financial assets and the carrying value of investments, and considered future events that are inherently uncertain. 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 3 components, and for the other components, a limited scope review was performed asthey are not material to the group. All material components were audited by PKF Littlejohn in London. 27 Annual Report for the year ended 31 March 2019 We determined gross assets to be the most appropriate benchmark for the group as the entity currently does not trade and its investment portfolio is the main source of interest to the user of the financial statements. Materiality was set at £53,700 for the consolidated balances, and the materiality set for the parent was £46,000 (2018 - £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 £2,700 in addition to other audit misstatements below that threshold that we believe warrant reporting on 28 Annual Report for the year ended 31 March 2019 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. 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 29 Annual Report for the year ended 31 March 2019 Group statement of comprehensive income 2019 2018 (1,580,720) (35,521) (1,066,329) (1,580,720) (1,039,005) (1,066,329) 31 Group statement of financial position Annual Report for the year ended 31 March 2019 2019 2018 Trade & Other Payable 1,943,552 2,474,985 38,489 343,654 2,131,331 913,588 2,356,657 2,131,331 1,624 161,520 The financial statements were approved by the Board of Directors and authorised for issue on 15 August 2019 and are signed on its behalf by: Geoff Stanley Managing Director 32 The notes on pages 40 to 62 form part of these financial statements Annual Report for the year ended 31 March 2019 17,385,185 17,385,185 Parrent The financial statements were approved by the Board of Directors and authorised for issue on 15 August 2019 and are signed on its behalf by: Geoff Stanley Managing Director 40 to 62 33 Annual Report for the year ended 31 March 2019 (1,855,148) (12,833,982) 1,521,631 (164,214) 1,357,417 (2,479305) (2,479,305) (33,788) (2,513,093) - - 146,988 657,819 657,819 657,819 657,819 - - - 146,988 146,988 - - - 657,819 657,819 75,124 75,124 - 75,124 879,931 (2,479,305) (1,599,374) (33,788) (1,633,162) - 142,399 - - 318,860 - 16,434 - - - - - - - 1,712,183 142,399 (657,819) (81,802) 318,860 1,641,623 16,434 - - - - - - - - 1,712,183 142,399 (657,819) (81,802) 318,860 1,641,623 16,434 3,091,878 16,210761 - - - - - - 1,712,183 - - - - - - - - - - - - - - - - - - - (17,086,577) 15,891,001 537,757 - - (81,802) - 77,221 1,564,402 - - - - - - (15,297,173) 17,373,601 537,757 477,693 - 3,091,878 913,588 17,373,601 537,757 (497,524) (15,313,287) 3,014,135 (198,002) 2,816,133 34 Annual Report for the year ended 31 March 2019 35 Annual Report for the year ended 31 March 2019 36 Annual Report for the year ended 31 March 2019 37 Annual Report for the year ended 31 March 2019 40 to 62 38 Annual Report for the year ended 31 March 2019 40 to 62 39 Annual Report for the year ended 31 March 2019 40 Annual Report for the year ended 31 March 2019 41 Annual Report for the year ended 31 March 2019 42 Annual Report for the year ended 31 March 2019 43 Annual Report for the year ended 31 March 2019 I 44 Annual Report for the year ended 31 March 2019 Impairment of financial assets 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; 45 Annual Report for the year ended 31 March 2019 - - 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. 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 Property 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. 46 Annual Report for the year ended 31 March 2019 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. 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 13 for additional information. 47 Annual Report for the year ended 31 March 2019 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 2018 that had a material impact on the Group or Company. 48 Annual Report for the year ended 31 March 2019 , , , , , , 49 Annual Report for the year ended 31 March 2019 349,387 349,916 highest paid Director 250,665 250,665 50 Annual Report for the year ended 31 March 2019 51 Annual Report for the year ended 31 March 2019 712712 712 712 712 1,538 1,538 17,385,185 17,385,185 17,385,185 52 Annual Report for the year ended 31 March 2019 Company During the year the Company acquired the non-Indian investments from Indo Gold Pty Ltd. The transfer was completed on 28 March 2019 and was made below market value in exchange for the outstanding inter company loan between the two companies At 31 March 2019, the company balance represents: a. 15% interest in Aforo Resources Ltd, as disclosed above. b. 95% interest in Indo Gold Pty Ltd. The fair value of the investment has been valued under Level 3 of the Fair Value hierarchy and has been valued at US$17,385,185 by management, based on the value of gold inferred resources and the geologic target as defined by 150 drill holes at Bhukia.. c. 100% interest in St Piran Mines Pty Ltd d. 100% interest in Panthera Mali Resources SARL e. 100% interest in Panthera (Burkina) Resources SARL 1,341,362 1,341,362 Available-for-sale financial assets comprise investments in the ordinary issued capital of various entities. There are no fixed returns or fixed maturity dates attached to these investments. During the year the Company purchased the non-Indian available for sale financial assets from Indo Gold Pty Ltd. The transfer was completed on 28 March 2019 and was made below market value in exchange for the outstanding intercompany loan between the two companies. At 31 March 2019, the balance represents: a) 17% 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 US$1,868,654 based on a recent capital raising at £0.15 by Anglo Saxony Mines. 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. b) The fair value of the 3% interest in the Net Smelter Return in the Daewha Project in South Korea, has been assessed considering the negotiated settlement made with Peninsular Mines 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 US$49,603. The Company received US$35,430 in July 2019 with the balance expected in September 2019. 53 Annual Report for the year ended 31 March 2019 (1,624) (1,624) (185,525) (299,519) (30,194) (32,762) 54 Annual Report for the year ended 31 March 2019 18 55 Annual Report for the year ended 31 March 2019 56 Annual Report for the year ended 31 March 2019 21 Fair value Measurements value The Company does not hold any asset or liabilities at the financial year end which are measured at fair-value on recurring basis after initial recognition. 57 Annual Report for the year ended 31 March 2019 The Company can terminate this agreement at any time during this earn-in period. 58 Annual Report for the year ended 31 March 2019 Exploration & Business Development – Bassala, Mali On 17 March 2018, Indo Gold Pty Ltd exercised the option on Bassala in Mali and authorised payments of US$10,000 to the vendor and US$10,000 for the finder’s fee. The Company can earn an initial 80% of the project by undertaking exploration expenditure of US$500,000 over 4 years whilst meeting the statutory expenditure commitments and government fees. Following the completion of the first year of the agreement, the statutory expenditure commitments are US$160,000 for the year ending March 2020 and US$151,000 for the year ending March 2021 .A net smelter royalty of 1% attributable to an 80% interest, is payable to the Vendor, on all minerals extracted from the tenement, up to a maximum aggregate amount of US$3,000,000. The Company can terminate this agreement at any time during this earn-in period. 808,406 182,359 (1,304,763) (313,998) At 1 April 2018 59 Annual Report for the year ended 31 March 2019 60 Annual Report for the year ended 31 March 2019 61 Annual Report for the year ended 31 March 2019 (1,580,720) (151) (1,443,125) (151) 62 COMPANY INFORMATION Directors Michael Higgins (Non-Executive Chairman) (Appointed 8 September 2017) Geoff Stanley David Stein (Managing Director) (Appointed 8 September 2017) (Non-Executive Director) (Appointed 20 November 2017) Tim Hargreaves (Non-Executive Director) (Appointed 20 November 2017) Catherine Apthorpe (Non-Executive Director) (Appointed 11 June 2018) See the Group’s web site for biographies of Directors: https://pantheraresources.com/about/board-of-directors/ Registered Office 2 Duke Street Manchester Square London United Kingdom W1U 3EH Company Number 10953697 Nominated Adviser RFC Ambrian Octagon Point 5 Cheapside London EC2V6AA Independent Auditor PKF Littlejohn LLP Statutory Auditor 1 Westferry Circus Canary Wharf London E14 4HD Solicitors Kerman & Co LLP 200 Strand London WC2R 1DJ Registrars Computershare Investor Services PLC The Pavilions Bridgewater Road Bristol BS13 8AE UK Panthera Resources PLC 2 Duke Street Manchester Square London W1U 3EH Australia 104 Kingsley Terrace Manly QLD 4179 Australia India 18 - K Ambavgarh Udaipur – 313001 Rajasthan India 

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