TIDMPALM
RNS Number : 7905J
Panther Metals PLC
29 April 2022
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29 April 2022
Panther Metals plc
("Panther" or the "Company")
Results for the Year Ended 31 December 2021
The Directors of Panther are pleased to present the audited
financial statements of Panther Metals plc for the year ended 31
December 2021.
Panther Metals plc (LSE: PALM), the mineral exploration group
listed on the Standard List segment of the main market of the
London Stock Exchange announces its audited financial statements
for the year ended 31 December 2021. The full report is available
on the Company's website at www.panthermetals.co.uk . In accordance
with Listing Rule 9.6.1 of the UK Financial Conduct Authority
("FCA"), a copy of the 2021 Annual Report will also be submitted to
the FCA via the National Storage Mechanism and will shortly be
available to the public for inspection at:
ttps://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
Chairman's Statement
Despite the various continuing limitations imposed on our work
programmes due to the COVID-19 pandemic, the team conducted its
efforts admirably and achieved several advances this year.
In Canada, early in the year, the Company received the processed
data products from its airborne magnetic and electromagnetic
geophysical survey over the Dotted Lake Project, which had been
undertaken at the very end of 2020. A large number of geophysical
anomalies were identified in this survey, several of which were
prioritised for follow-up work. A subsequent soil geochemical
programme was undertaken on the project to investigate geophysical
anomalies identified from the airborne survey, which are located
along strike from elevated gold grades in an historical trench.
Further planning was undertaken for additional work across both the
Big Bear and Dotted Lake projects, pending permits and land access
requirements.
The Company acquired the Obonga Greenstone Belt project in July
2021 and identified four prospective primary targets: Wishbone,
Awkward, Survey and Ottertooth. A successful Phase 1 drilling
campaign at Wishbone in Autumn 2021 revealed the presence of
significant volcanogenic massive sulphide ("VMS") style mineralised
systems on the property - the first such discovery across the
entire greenstone belt. Intercepts include 27.3m of massive
sulphide in hole one, and 51m of sulphide-dominated mineralisation
in hole two. Both drill holes contained multiple mineralised
lenses. Anomalous high-grade copper in lake sediment close to the
target area has also been identified, increasing confidence in the
prospectivity of the Wishbone area.
Awkward consists of a highly anomalous geophysical remnant
magnetic and coincident conductive electromagnetic target,
interpreted to be a possible magmatic feeder conduit to a layered
mafic intrusion based on mapped geology and airborne geophysics.
Historic sampling in the area returned anomalous platinum and
palladium (Pt, Pd) values, while historic drilling on the periphery
of the target intersected non-assayed massive sulphide and copper
(assumed to be chalcopyrite), non-assayed disseminated pyrite and
chalcopyrite in coarse gabbro, and non-assayed 'marble cake' gabbro
(matching the description of the Lac des Iles Mine varitexture
gabbro ore zone).
Two additional named targets, Survey and Ottertooth, both
display further coincident magnetic and electromagnetic anomalies
and are adjacent to the contact between intrusive and extrusive
mafic rocks. Historic drilling at Survey intersected several meters
of massive sulphides in multiple intersections (main parts of the
anomaly remain untested) while Ottertooth remains untested in its
entirety.
In Australia, the team had a busy and productive year both from
a geological and corporate perspective.
In the first quarter: a 5,867 line-km airborne geophysical
survey was completed over the Merolia Gold Project area and a
targeted high resolution drone magnetic survey was undertaken over
part of the Comet Well Gold trend, in an area which had previously
provided highly anomalous gold in soil geochemistry.
Further airborne geophysics was completed in early May with
1,715 line-km of airborne geophysical survey over the Annaburroo
and Marrakai gold project areas.
In mid-April Panther announced the intention to pursue a listing
of its Australian assets on the Australian Securities Exchange (the
"ASX" or "ASX Exchange") ahead of a pre-IPO seed financing raise of
AUD$300,000.
In late May the results of an 827-hole auger drill geochemistry
programme undertaken to test the south-eastern extension Comet Well
Gold trend, successfully delineated the new '40 Mile Camp' gold
anomaly within the centre of the Merolia Gold Project ("Merolia")
area. This significant gold anomaly which extends over 5km x 2.5 km
in the central part of licence E38/3384.
On the Australian base metals side, in June, Panther lodged
applications for two further exploration tenements in Western
Australia, E39/2249 and E39/2250, as part of an expansion programme
for the Red Flag Nickel-Cobalt Project and ahead of announcing a
JORC (2012) compliant Exploration Target for the Coglia
Nickel-Cobalt Project ("Coglia") located at the southern end of
Merolia. This Exploration Target was for 30Mt-50Mt of nickel-cobalt
laterite mineralisation, grading at between 0.6-0.8% nickel and
400-600ppm cobalt over an interpreted strike of approximately
5.5km.
The year in Australia culminated with the ASX listing of Panther
Metals Ltd which provides the experienced management team the
necessary capital to drive forward the highly prospective
Australian exploration projects put together by the Company,
without any further financial obligations Panther Metals PLC. We
look forward to managing our investment in the business and wish
the team the greatest success in building value through their
high-quality gold, nickel, and cobalt projects.
We note that post year end, the Coglia drilling results
announced by ASX listed Panther Metals Limited are showing
promising upside potential for the investment.
I was delighted to accept the position of Non-Executive Chairman
in December 2021, but I appreciate I have a big role to fill. On
behalf of the Board and myself, I'd like to thank Kerim for his
efforts in helping develop Panther into the force it has become
today and wish him all the best in continuing to create value for
our shareholders through our holding in Panther Metals Ltd.
We have developed the business to a point at which the portfolio
may be rapidly commercialised. We are advancing various strategies
to add value to the portfolio, such that component parts may
achieve self-sustainability and in which Panther will retain a
significant position, through joint ventures, partial divestment in
subsidiaries or even project sales. Your board is committed to
finding ways to add maximum value within the shortest possible
timeframe and accordingly is forever on the lookout for
opportunities to develop and enhance the project pipeline of the
Company.
Consequently, the activities of the Company during the period
have been tremendous and we would like to congratulate the teams
both in Australia and in Canada for their drive and determination.
This momentum will remain a core feature of our overall strategy
going forward, as will the concept of spinning-out parts of our
project portfolio into country or project specific entities. We
look forward to building upon this strategy in the coming year and
providing shareholders with a clear vision for the future
development pathway of its now substantially advanced and mature
exploration project pipeline.
Nicholas O'Reilly
Non-Executive Chairman
27 April 2022
Results
The loss for this year after taxation was GBP126,269 (2020:
GBP668,198) and at company level GBP190,748 (2020: GBP611,688).
Review of the Business and Operations
The ongoing COVID-19 pandemic and related restrictions on travel
into Ontario continued to impact on exploration staffing,
permitting and logistics across the sector. However, with a growing
local network of contractors, Panther was able to progress work
across the Canadian projects.
One of the key corporate developments of 2021 was the change in
ownership of Panther Metals Limited in Australia as a result of the
listing of Panther Metals Limited on the Australian Securities
Exchange (the "ASX" or "ASX Exchange") in December 2021. This was
affected in stages as follows:
-- In February 2021, Panther Australia appointed Mr. Ranko Matic
and Mr. Daniel Tuffin to its board in Australia and converted the
company to a UPC called Panther Metals Limited.
-- On 10 May 2021 the Company announced the completion of the
first stage in the process to pursue a listing of its Australian
assets on the ASX with the completion of a pre-IPO seed financing
raising AUD$300,000. As a result of the financing, the interest of
Panther in its subsidiary, Panther Australia, reduced from 100% to
89.3%.
-- On 7 September 2021, the Company announced that its
Australian subsidiary Panther Metals Limited had appointed Sanlam
Private Wealth Pty Ltd and Kerr Allan Financial Ltd as joint lead
managers as it moves towards listing on the Australian Securities
Exchange. The subsidiary raised AUD$300,000 to fund the listing
process and because of the financing, the interest of the Company
in its Australian subsidiary, had reduced from 89% to 77%.
-- On 10(th) December 2021, the Company announced that Panther
Metals Limited has successfully listed on the Australian Securities
Exchange raising AUD$5,000,000, thus diluting Panther Metals PLC to
a holding of 36.6%.
As a result of the listing, on 10 December 2021, Kerim Sener
stepped down from the Panther Metals PLC board to focus on the
Australian interests and Nicholas O'Reilly was appointed
Chairman.
Since the listing of Panther Metals' Australian assets on the
Australian Securities Exchange in December 2021, the share price of
Panther Metals Limited in which the Company has a 36.6%
shareholding, has risen by 14% (as at 31 March 2022). The ASX
listing has provided the Australian projects with the necessary
capital to advance drill-ready targets focused on nickel and gold
(within the Tier 1 Mining Districts of Laverton WA and in the NT.
Further details can be found at https://www.panthermetals.com.au
and a summary of activities is contained later in this section.
In June 2021, at the Company's AGM, all resolutions were passed
by shareholders. This was announced by the Company on 15 June
2021.
The Company successfully raised GBP940,000 in the year ended 31
December 2021 through a combination of issuing new shares and
warrant conversions.
-- On 21st April 2021, the Company announced the completion of a
private placing for a total of 1,666,666 Ordinary Shares at a price
of 12p following an unsolicited approach from two high net worth
investors raising a total of GBP200,000.
-- On 17 May 2021, the Company announced that it has received
notice of exercise of a total of 1,318,331 warrants with an
exercise price of 6p per share, raising GBP79,100 for the Company.
The admission of those shares took place on 20 May 2021.
-- On 9 July 2021 the Company announced that it has received
notice of exercise of a total of 333,334 warrants with an exercise
price of 6p per share, raising GBP20,000 for the Company (admission
of 333,334 new Ordinary Shares on 14 July 2021).
-- On 29 July 2021 the Company announced that it has received
notice of exercise of a total of 181,667 warrants with an exercise
price of 6p per share, raising GBP10,900 for the Company (admission
181,667 new Ordinary Shares on 3 August 2021).
-- On 22 September 2021 the Company announced completion of a
capital raise for a total of 5,250,000 ordinary shares of no par
value (the "Placing Shares"), raising GBP630,000 before expenses,
at a price of 12p per Placing Share. Each Placing Share will be
issued with a one-for-one warrant attached. The warrants have an
exercise price of 18p and a 24-month life. The warrants are subject
to an accelerator, shortening the exercise period, if the volume
weighted average price of the Company's shares exceeds 30p for five
consecutive trading days. It is expected that admission of the
Placing Shares will take place at 8.00am on 29 September 2021.
On 20 August 2021 the Company announced that following its
annual compensation review, the Remuneration Committee made
recommendations to the Board which have been approved by the Board
and as a result the Company has granted a total of 4,600,000
options to Directors and staff members. All the options have a
five-year term from date of grant and an exercise price of 15p per
share. The options are all subject to the vesting condition of the
price of the Company's ordinary shares trading on the London Stock
Exchange PLC at a volume weighted average price of 30p per share
over any period of 10 trading days during the life of the
options.
The following sections of the review focus on the developments
in Canada and Australia, the primary geographic segments of the
Group:
Canada
The ongoing COVID-19 pandemic and related restrictions on travel
into Ontario continued to impact on exploration staffing,
permitting and logistics across the sector. However, with a growing
local network of contractors, Panther was able to progress work
across the Canadian properties.
Big Bear Gold Project
Overview
The acquisition of various prospects in 2018 and 2019
consolidated previously fragmented areas into the wider Big Bear
umbrella project, priming Panther Metals for extensive and
comprehensive exploration in the area. A total of 253 geophysical
anomalies have been identified, with 39 designated for priority
investigation. Gold in soil anomalies have been identified in five
areas, ranging up to 0.71g/t Au, extending up to 250m wide and open
along strike. Gold bearing quartz veins have been outlined within
seven separate areas (two with rock and vein samples grading 1g/t
to 5 g/t Au, four with quartz vein sample assays above 5g/t Au, and
two quartz samples collected at 50m separation on an east-west
trending vein open in both directions returning 105.5g/t Au and
112g/t Au respectively).
The Little Bear Lake and Schreiber prospects are of particular
interest to the Company: historic work programmes in 2010 and 2011
targeted an intense magnetic response from both. Assays yielded
from the 1.6km long gold trend included 6m at 1.5g/t Au, up to
53.7g/t Au and 19.25 g/t Ag in rock chip and 18.2g/t Au and 1.03g/t
Ag in soil. Historical bulk sampling reported 150t averaging
17.6g/t Au, while historical drill intersections include 0.55m at
19.2% Zn and 4.6% Cu from 15.2m depth.
Work conducted in 2021
At the Big Bear Project, in May 2021, Panther Canada submitted a
further two Exploration Permit Applications which will facilitate
reconnaissance drill testing and ground induced polarisation ("IP")
geophysics across key prospective targets which have emerged from
the results of the airborne Time Domain Electromagnetic ("TDEM")
and Magnetics ("Mag") geophysics survey completed in August 2020
and the Autumn 2020 fieldwork programme.
The Big Duck Creek Permit Application will allow testing of high
priority AEM and Mag targets in the 'Big Duck Creek' area to the
north and west of Little Bear Lake, in the north of the project
area. The requested activities consist:
-- Mechanised drilling. Provision for up to 10 planned priority
1 diamond drill collars with a further proposed 9 drill pad
locations preplanned to follow-up on encouraging results.
-- Ground geophysics incorporating the use of a generator.
Planned work includes an initial 5-line km of IP survey arranged
over 9 planned survey lines.
-- Construction of access roads and survey line cutting.
-- Permitted fuel storage for drill rig, vehicles and generators
and construction of a temporary personnel camp.
The Hays Lake East Permit Application area overlies the
interpreted northern intrusive contact of the Terrace Bay
Batholith, targeting the Joa-Walton gold occurrence and potential
eastern extensions to the historical Jedder gold mine. This
application focusses on claims Panther acquired last year
(announced 13 July 2020) which includes the Jedder mine and mill,
which was intermittently worked between 1934-1986, with gold
bearing quartz veins by open cuts up to 15m deep site. Historical
gold production was not reported but channel sampling of an 87m
long section of the Mill Vein in 1984 reportedly yielded values up
to 39.50g/t Au & 73.17 g/t Ag over 0.5m.
The Joa-Walton occurrence includes at least three quartz veins
(with government assays up to 210g/t Au & 258g/t Ag) which
Panther intends to test through three-dimensional geophysical
modelling and drilling.
Requested activities in the Hays Lake East Permit Application
consist of:
-- Mechanised drilling. Provision for up to 5 planned priority 1
diamond drill collars with a further proposed 4 drill pad locations
pre-planned to follow-up on encouraging results.
-- Ground geophysics incorporating the use of a generator.
Planned work includes an initial 2.5-line km of IP survey arranged
over 5 planned survey lines.
-- Construction of access roads and survey line cutting.
-- Permitted fuel storage for drill rig, vehicles and generators
and construction of a temporary personnel camp.
The COVID-19 pandemic has continued to impact on the Canadian
exploration sector and in line with other claim holders in Ontario,
Panther Canada was granted 12-month extensions to claims with
expiry dates due up to 31st October 2021.
Dotted Lake Project
Overview
Panther Metals acquired the Dotted Lake Project in July 2020, it
is situated approximately 16km from Barrick Gold's renowned Hemlo
Gold Mine. An extensive soil programme conducted in 2021 identified
numerous gold and base metal targets, all within the same
geological footprint as Hemlo. Following the reopening of a
historical trail providing direct access to the target location, an
initial drilling programme in Autumn 2021 confirmed the presence of
gold mineralisation within this system with anomalous gold
continuing along strike and present within the surrounding
area.
Work conducted in 2021
On 22 February 2021 Panther Canada announced the receipt of the
processed high-resolution Airborne TDEM and Mag geophysics survey
data and associated maps and report over the Dotted Lake Property
on the north limb of the Schreiber-Hemlo greenstone belt in
Ontario, Canada. Prospectair Geosurveys, the same company who flew
the Big Bear property in June 2020, had conducted the helicopter
818 line-km survey over a series of seven flights between 9-11
December 2020. A total of 138 geophysical anomalies were identified
by the survey, with high priority anomalies since prioritised for
follow-up ground investigation.
In early May, the Company received the Dotted Lake Exploration
Permit (number PR-20-000376) which has allowed the Company to
embark on plans for reconnaissance diamond drilling, grid soil
sampling, ground IP geophysics and trenching focussed on testing
intrusive contact shear-zone hosted gold mineralisation in the
vicinity of the north shore of Dotted Lake. Panther's
reconnaissance sampling in historical trenches at this locality has
confirmed high-grade gold at surface (announced 5 November 2020) in
an area that has never been drill-tested.
The Dotted Lake Exploration Permit allows the below permitted
activities to be undertaken over a three-year period between 27
April 2021 and 26 April 2024 on Dotted Lake claim numbers 548354,
548355, 548356, 548357 and 548358, it replaces previous (2018)
Dotted Lake Exploration Permit (PR-18-000152) considering the
current claim focus and revised drilling plans. Permitted
activities consist of:
-- Mechanised drilling. Provision for an initial 8 planned
diamond drill collars to step-out along strike of any positive
drill intersections.
-- Mechanised stripping. Allowance for a total 2,500m(2) of
ground cover stripping to facilitate bedrock mapping and structural
interpretation.
-- Pitting and trenching. Covers 7 planned trenches to provide
strike cross-sections across the target shear zone.
-- Ground geophysics incorporating the use of a generator.
Planned work includes an initial 2.5-line km of ground IP survey
across the sheared contact.
-- Construction of access roads and survey line cutting.
-- Permitted fuel storage for drill rig, vehicles, and
generators.
In June 2021, Panther Canada contracted the experienced Thunder
Bay based Fladgate Exploration Consulting Corporation ("Fladgate")
to commence a soil geochemistry sampling programme over a 1.60km by
0.85km target area coinciding with the Dotted Lake Exploration
Permit area.
The soil geochemistry survey was designed to build out and
in-fill the westerly strike extensions of high-grade gold
mineralisation intersected by historical trenching undertaken by a
previous licence holder in 2010 (Tr-10-4) and as confirmed during
Panther Canada's reconnaissance sampling (gold up to 18.9g/t Au)
announced 5 November 2020. The soil survey provided important
geochemical coverage of target structures outlined by Panther's
airborne geophysical survey. At the same time a separate contract
was agreed for the construction of the Dotted Lake drill rig access
trail.
Over the period mid-July to mid-August, the regional government
issued a forest fire risk related work-stop safety implementation
order, following a long period of hot dry weather. With many
uncontrolled forest fires burning throughout the district
exploration work had to be put on hold, impacting the Dotted Lake
drilling access trail construction, and delaying the completion of
the soil programme until the end of August.
In late September 2021, the Company announced that it had
confirmed the completion of the required access trail to the
planned drill hole location at the Dotted Lake property and had
engaged Niigaani Drilling, a north-western Ontario indigenous
drilling company based in Thunder Bay, to undertake the work.
The Dotted Lake soil sampling survey results became available in
early November 2021, the 480 sample survey data delineated a 1.3km
long shear-related gold anomaly striking westward from the site of
Panther's Dotted Lake drill hole. In addition, a further four
distinct gold anomalies associated with interpreted intrusive
contacts, or other structural features, were identified as well as
a total 18 multi-element anomalies which may provide exploration
vectors towards orogenic style gold deposits.
The Dotted Lake drilling consisted of a single NQ (47.6mm) core
diameter, 400m deep inclined hole (PD-DL21-01), orientated directly
below the 147 m long, average 2m deep, historical trench (Tr-10-4)
excavated during 2010 by a previous claim holder.
The primary purpose of the drill hole was to investigate the
stratigraphy in the vicinity of interpreted sheared
felsic/ultramafic intrusive contacts, whilst testing for the
vertical extensions of shear hosted gold mineralisation seen in the
surface trenching.
The historical trench TR-10-4 which is orientated broadly
north-south, was constructed to investigate gold in soil anomalies
(up to 0.484ppm Au) from earlier soil sampling in 2008. Tr-10-4
intersected two narrow shear zones containing mineralised
granodiorite with up to 10% pyrite, strong sericite alteration and
localised quartz eyes. Limited channel sampling in the sheared
section yielded two significant channel samples including 9.02g/t
Au & 859ppm Zn over 0.40m and 1.14g/t Au over 1.00m.
Significantly significant portions of the trench in the area around
the two mineralised samples were unable to be channel sampled due
to the intense shearing and associated deep weathering. An
additional 2010 prospecting sample from the area of Tr-10-4
reportedly returned 16.95 g/t Au & 7.7 g/t Ag. Panther chip
sampling within Tr-10-4 (reported 5 November 2020) had verified the
historical mineralised intervals returning 18.9g/t Au & 0.94
g/t Ag and 9.37g/t & 1.73 g/t Ag, with a further three of the
samples returning low level anomalous gold within the immediate
stripped area.
The PD-DL21-01 drill hole also coincides with an anomalous
magnetic geophysical feature outlined by Company's airborne
geophysics survey (these results were reported 22 February 2021),
at the boundary of an intense magnetic low, mapped as a sheared
felsic intrusive pluton (Dotted Lake Batholith) contact, abutting
an intense magnetic high interpreted to represent an ultramafic
intrusive. Mafic volcanic and metavolcanic rocks of the Hemlo
Assemblage outcrop to the north of Tr-10-4 and at the drill
pad.
On a wider scale the drilling site sits upon the northern limb
of the Schreiber-Hemlo Greenstone belt on the northern edge of the
granitoid Dotted Lake Batholith.
The first batch of encouraging assay results for the first 174m
of core from the Dotted Lake drill hole were announced post year
end on 24(th) January 2022; showing in total eight separate
intervals of gold mineralisation are noted with four separate gold
bearing intervals above 1.0g/t Au intersected between 47m and 158m
down hole depth:
o Four sample intervals > 1g/t Au:
0.9m @ 1.73 g/t Au from 47.3m
1m @ 1.05 g/t Au from 122.2m
1m @ 1.59 g/t Au from 136.2m
1m @ 1.04 g/t Au from 158.2m
o Eight Intersections >0.57g/t Au, including two 2m wide composites:
2m @ 0.87 g/t Au from 122.2m ( inc. 1m @ 1.05 g/t Au from
122.2m)
2m @ 0.96 g/t Au from 158.2m ( inc. 1m @ 1.04 g/t Au from
158.2m)
Preliminary analysis of the drill assay results points to an
orogenic gold signature with a strong correlation between zones of
shearing or strong foliation, alteration and sulphide bearing
quartz veinlets. Disseminated sulphides are also noted.
Obonga Project
Overview
Panther Metals acquired the Obonga Greenstone Belt project in
July 2021 and have already identified four prospective primary
targets: Wishbone, Awkward, Survey and Ottertooth. A successful
Phase 1 drilling campaign at Wishbone in Autumn 2021 revealed the
presence of significant volcanogenic massive sulphide ("VMS") style
mineralised systems on the property - the first such discovery
across the entire greenstone belt. Intercepts include 27.3m of
massive sulphide in hole one, and 51m of sulphide-dominated
mineralisation in hole two. Both drill holes contained multiple
lenses. Anomalous high-grade copper in lake sediment close to the
target area has also been identified, increasing confidence in the
prospectivity of the location.
Awkward is a highly anomalous magnetic target, interpreted to be
a layered mafic intrusion and magmatic conduit based on mapped
geology and airborne geophysics. Historic sampling in the area
returned anomalous platinum and palladium (Pt, Pd) values, while
historic drilling on the periphery of the target intersected
non-assayed massive sulphide and copper (assumed to be
chalcopyrite), non-assayed disseminated pyrite and chalcopyrite in
coarse gabbro, and non-assayed 'marble cake' gabbro (matching the
description of the Lac des Iles Mine varitexture gabbro ore
zone).
Two additional named targets, Survey and Ottertooth, both
displays further coincident magnetic and electromagnetic anomalies
and are adjacent to the contact between intrusive and extrusive
mafic rocks. Historic drilling at Survey intersected several meters
of massive sulphides in multiple intersections (main parts of the
anomaly remain untested) while Ottertooth remains untested in its
entirety.
Work conducted in 2021
On 2 August 2021, the Company announced the acquisition of 1,128
claims, constituting an almost exclusive exploration holding over
the Obonga Greenstone Belt located approximately 80km north of the
Lac Des Iles Mine and 160km north of Thunder Bay in the Canadian
Province of Ontario. The acquisition of claims, consolidating
Panther Canada's new Obonga Project, resulted from an agreement
with Broken Rock Resources Ltd and Panther Canada's own claim
staking strategy which provides the Company with control of an
important mineral belt with identified and permitted high
prospectivity drill-ready base and precious metal targets.
The acquisition agreement for the 80 claims held by Broken Rock
Resources Ltd, together with associated exploration data and
permits, entails Panther delivering combined cash and stock
consideration together with a right to an additional deferred
consideration and a net smelter return ("NSR") royalty. In
addition, as part of the agreement, Panther has made an exploration
commitment which will be directed towards drilling and associated
exploration works and will designate the 1,084 claims it has staked
directly into the Obonga Project.
Consideration for the transaction consisted of CAD$50,000 in
cash, 228,925 Panther shares credited as fully paid, the right to
receive deferred consideration comprising four tranches of
CAD$30,000 in cash each payable within 30 days of the annual
anniversary of the acquisition agreement, followed by a final
payment of CAD$250,000 in cash payable within 30 days of the fifth
anniversary of the date of the acquisition agreement and 1.5% NSR
royalty (which has provision for Panther to reduce the royalty to
1.0% NSR through a CAD$3,000,000 buy-back). As part of the
transaction Panther will also award 500,000 share options with an
exercise price of 13p per share and a life of five years.
With Exploration Permits in place for the Wishbone VMS Prospect
work quickly progressed through contract tendering to a helicopter
supported diamond core drilling and prospecting programme. The
first drilling target consisted of a significant magnetic
geophysics anomaly which is coincident with a strong
electromagnetic ("EM") geophysical anomaly (the "Wishbone
anomaly"), a target which was identified as being indicative of
possible VMS type mineralisation. Wishbone is situated in a similar
geological environment to the nearby Sturgeon Lake area, and its
Mattabi VMS mining camp, on the Wabigoon Greenstone Belt,
approximately 75km due west. The Sturgeon Lake / Mattabi area
hosted five commercially viable VMS mining operations that produced
from the early 1970's into the 1990's. The Mattabi mine being the
most prolific, reportedly produced 13.5 Mt of ore with an average
grade 7.5% Zn, 0.88% Cu, 0.77% Pb and 3.10 oz/t (96.42g/t) Ag in
the period 1970-1983. It was reportedly discovered through the
drilling airborne geophysics anomalies. In the Obonga area,
drilling in the 1970's intersected massive stringer and
disseminated sulphide 800 m north of the Wishbone anomaly and
drilling by BHP in the 1990's intersected massive stringer and
disseminated sulphide 600 m south of the anomaly. BHP ranked the
Wishbone anomaly a high priority for follow up in 1992 however no
further work was completed. Airborne geophysics datasets compiled
since that time have shown that the historical drilling failed to
intersect the major anomalies.
The highly successful Wishbone drilling results and the
discovery of a VMS mineral system summarised below were announced,
post year end, on 18 January 2022.
Panther's CEO commented:
"The discovery of a VMS system at Obonga is a remarkable
achievement for the team, and given that it took just two drill
holes, it shows the level of work that was put into the exploration
targeting process.
The implications of the Wishbone VMS discovery to the wider
Obonga Project area are considerable. Before this programme no
other VMS was known on this belt. Obonga has now been confirmed as
a favourable geological environment for the development of VMS
systems and many more potential VMS targets exist on Panther's
landholding.
The very nature of this type of deposit means they tend to
cluster, once you have one, the chances increase dramatically of
finding others.
Elevated base metal content, especially within close proximity
of our drilling location, adds further confidence to our future
plans."
Wishbone Phase 1 Technical Summary
-- Wishbone Phase 1 Drilling Programme results, with the
discovery of the first VMS system on the Obonga Greenstone Belt,
show proof of concept and validation of the exploration targeting
and modelling undertaken by Broken Rock Resources, Panther's
exploration partner at Wishbone.
-- Two diamond core drill holes, totalling 600m, completed to planned depths of
BBR21_WB_001 ("WB001"): 297m; BBR21_WB_002 ("WB002"): 303m. Core
diameter: 42mm.
-- Wide massive sulphide and semi-massive sulphide
mineralisation intersections in both drill holes:
o WB001: Three wide sulphide intersections:
-- 27.3m of massive sulphide from 106.2m ('Upper layer'), with fault at base;
-- 2.5m of massive sulphide from 234.8m ('Mid layer'; and
-- 1.4m of massive sulphide from 256.6m ('Lower layer')
o WB002: Wide zoned sulphide intersection:
-- 51m from 174m comprising a wide zone of sulphide dominated mineralisation, including:
--17m from 180m of massive sulphide ('Upper zone') and
--7m from 218m of semi-massive sulphide ('Lower zone')
-- An important characteristic of VMS deposits is that they
typically display a zonation of metals within the massive sulphide
body from Fe+Cu at the base to Zn+Fe+/-Pb+/-Ba at the top and
margins, related to differing temperature and chemical conditions
at mineral deposition. The major observed mineral component2 of the
Wishbone massive sulphide mineralisation is pyrrhotite with less
common pyrite and minor sphalerite and chalcopyrite in distinct
zones:
o WB001:
-- Upper layer: MS intersection includes a 7.5m wide zone of Fe
above/ close to 50% Fe upper detection limit, with pyrrhotite,
pyrite and magnetite identified in the core logging.
-- Mid layer: Strongest zinc (sphalerite) intersection averages
0.5m @ 1.9% Zn (based on verification sampling) within a 1.5m @
1.1% Zn with 3.1g/t Ag from 235.5m.
-- Lower layer: geochemical correlation to the Mid layer with lower Zn & Ag.
o WB002:
-- Upper zone: displays 10x relative enrichment in Ag (1g/t)
over the Lower zone and similar mineralogical composition to
WB001.
-- Work is ongoing to follow-up the Phase 1 programme results in
combination with geophysical, structural and geological datasets to
determine next steps to specifically target the potential for
economic base metal zonation within and close to Wishbone.
-- T he Wishbone assay result suite, including rare earth
element (REE) analyses, yields important geochemical information
allowing the classification of the mineralisation, alteration
ratios and the development of exploration vectors towards zones of
potential economic interest.
o Alteration and REE ratio markers in both drill holes correlate
well with established VMS exploration models.
o Zn+Pb and Cu ratios of the Wishbone massive sulphide layers
indicate the mineralisation is most likely a bi-modal type VMS
deposit. The deposits of the Sturgeon Lake/Mattabi VMS Camp
(consisting of 6 historic VMS mines) 75km west of Wishbone, has
been classified as a bimodal type deposits as have Canada's Kidd
Creek (Ontario) and Noranda (Quebec) VMS deposits.
-- Another important characteristic of VMS type deposits is that
they typically occur in clusters. The Company views that the
discovery of the Wishbone VMS system bodes very well for the
existence of further, as yet undiscovered VMS bodies in the
vicinity, as it confirms the western part of the Obonga Greenstone
belt as a favourable geological environmental, and permissive
tract, for the development of volcanic associated mineralising
systems.
-- Panther have retained the support of a post-doctoral academic
from a Canadian VMS centre of excellence and are working towards
forging university relationships which will see the Company
leverage all available knowledge and expertise to open up the
Obonga greenstone belt for further VMS exploration.
Australia Highlights
Panther Metals Limited commenced trading on the Australian
Securities Exchange ('ASX') on 10 December 2021 following the
completion of its oversubscribed $5m IPO, which capitalised it at
$10.9m.
Since listing the share price of Panther Metals Limited has
risen by 14% (as at 31 March 2022). The ASX listing has provided
the Australian projects with the necessary capital to advance
drill-ready targets focused on nickel and gold (within the Tier 1
Mining Districts of Laverton WA and in the NT).
Panther Metals Limited Annual Report for the year ended 31
December 2021 is available on its website
https://www.panthermetals.com.au/component/rsfiles/download?path=asx%2Bannouncements%252F2347899.pdf&Itemid=101
The two key updates from the report are provided below:
Drilling on Panther's Coglia Ni-Co JORC Exploration target
commenced 16 December 2021 with a 6,000m reverse circulation
program focused on the generation of a maiden Mineral Resource
Estimate, whilst also exploring deeper for potential nickel
sulphides.
The Coglia Nickel-Cobalt Project is located in the Laverton
region of Western Australia. The project area is highly prospective
for nickel-cobalt laterite mineralisation and has the potential to
host nickel sulphide mineralisation. Panther plans to upgrade the
current JORC (2012) compliant Exploration Target to a Mineral
Resource Estimate ("MRE") with a 6,000m infill drill programme,
which is also intended to yield material for metallurgical,
mineralogical and environmental studies and test-work. The
Exploration Target was estimated by Geomin Services on 17 June 2021
based upon the previous exploration by Heron Resources (2001-03)
who drilled 20 reverse circulation ("RC") holes for 1,562m and
delineated a horizon of nickel laterite mineralisation. White Cliff
Minerals followed this in 2018, who drilled 48 air-core holes
totalling 2,866m. This drilling also intersected a layer of nickel
enrichment in the weathered, lateritic material at a depth of
between 40m to 70m. The Exploration Target dimensions and grade
range were based on the historic Heron and White Cliff drill
programmes that intersected nickel mineralisation in the project
area. The assay results within the mineralised zone provided an
average grade of about 0.7% Ni and 500ppm Co. These values have
been used as mid-points for the grade range. The tonnage range
incorporates variations of mineralised zone thickness and dry bulk
densities.
Drilling at the Eight Foot Well gold prospect is scheduled to
follow the completion of drilling at Coglia in February 2022.
The Eight Foot Well Gold Prospect is located 25km west of town
of Laverton which is 957 kilometres north-northeast of the Western
Australia state capital, Perth. The Eight Foot Well Gold Prospect
is part of the southern tenement forming part of the greater Red
Flag Project. There are two main target areas on this tenement: 1.
The Eight Foot Well Gold Prospect; and 2. The yet undrilled
anomalous nickel target at Mt Goose, lying to the southeast of
Eight Foot Well. This infill drill programme at Eight Foot Well is
designed to further define the existing strike to enable the
potential creation of a gold MRE for the prospect
In Australia, the team had a busy and productive year both from
a geological and corporate perspective.
In the first quarter: a 5,867 line-km airborne geophysical
survey was completed over the Merolia Gold Project area and a
targeted high resolution drone magnetic survey was undertaken over
part of the Comet Well Gold trend, in an area which had previously
provided highly anomalous gold in soil geochemistry.
Further airborne geophysics was completed in early May with
1,715 line-km of airborne geophysical survey over the Annaburroo
and Marrakai gold project areas.
In mid-April 2021 Panther announced the intention to pursue a
listing of its Australian assets on the Australian Securities
Exchange (the "ASX" or "ASX Exchange") ahead of a pre-IPO seed
financing raise of AU$300,000.
In late May 2021 the results of an 827-hole auger drill
geochemistry programme undertaken to test the south-eastern
extension Comet Well Gold trend, successfully delineated the new
'40 Mile Camp' gold anomaly within the centre of the Merolia Gold
Project ("Merolia") area. This significant gold anomaly which
extends over 5km x 2.5 km in the central part of licence
E38/3384.
In June 2021, Panther lodged applications for two further
exploration tenements in Western Australia, E39/2249 and E39/2250,
as part of an expansion programme for the Red Flag Nickel-Cobalt
Project and ahead of announcing a JORC (2012) compliant Exploration
Target for the Coglia Nickel-Cobalt Project ("Coglia") located at
the southern end of Merolia. This Exploration Target was defined as
30Mt-50Mt of nickel-cobalt laterite mineralisation, grading at
between 0.6-0.8% nickel and 400-600ppm cobalt over an interpreted
strike of approximately 5.5km.
The year in Australia culminated with the ASX listing of Panther
Metals Ltd which provided the experienced management the necessary
capital to drive forward the highly prospective Australian
exploration projects put together by Panther Metals PLC, without
any further financial obligations to the Company.
The Company notes that post year end 2021, the Coglia drilling
results announced by ASX listed Panther Metals Limited are showing
promising upside potential ahead of a planned maiden Mineral
Resource Estimate.
Post Year End Developments
Panther Metals PLC
On 7 March 2022, the Company announced the placing of 4,500,000
ordinary shares raising gross proceeds of approximately GBP360,000.
Admission of the shares took place on 10 March 2022.
On 8 March 2022, the Company announced that it has received
notice of exercise of a total of 265,242 warrants with an exercise
price of 6p per share, raising GBP15,915 for the Company. Admission
of the shares took place on 11 March 2022.
Panther Canada
On 18 January 2022 the Company announced that it had discovered
a volcanogenic massive sulphide/VMS mineral system on the Obonga
Project which is an exciting development.
On 24 January 2022 the Company announced the first batch of
assay results, to 172m, from the 402m deep diamond core drill hole
(PD-DL21-01) at the 100% owned Dotted Lake property in the wider
Hemlo region, in Ontario. Preliminary results from the first batch
of core assay results from the Dotted Lake diamond core drill hole
(PD-DL21-01) shows widely dispersed gold mineralisation within the
first 172m assayed.
On 22 March 2022 the Company announced the acquisition of
thirteen single cell mining claims that provide coverage for the
interpreted eastward strike extension side of the Awkward intrusive
conduit target at the Awkward Prospect the Obonga greenstone belt.
The Awkward Prospect is an upcoming drill target for Panther.
On 7 April 2022 the Company announced the signing of a sale
agreement (the "Agreement") for the transfer of 128 mining claims
("Claims"), constituting the Company's Big Bear Project ("Big
Bear") located on the Schreiber-Hemlo Greenstone Belt. Under the
terms of the agreement the Company's Canadian subsidiary Panther
Metals (Canada) Limited has agreed to transfer the Claims,
associated data, and documentation (the "Sale") to Fulcrum Metals
(Canada) Ltd., the Canadian subsidiary of Fulcrum Metals Limited,
("Fulcrum") an Irish registered company, which is seeking an
initial public offering ("IPO") on the AIM Market of the London
Stock Exchange Group PLC.
As consideration for the sale upon Fulcrum IPO Panther will be
issued with; 20% of the entire issued share capital in Fulcrum as
Consideration Shares; a payment of GBP200,000 and the grant of a 2%
net smelter return ("NSR") royalty. The Agreement is conditional
upon, inter alia, Fulcrum being admitted to trading on the AIM
Market of the London Stock Exchange Group PLC. The longstop date of
the Agreement completion is 31 October 2022. In the event that
completion does not occur before the longstop date Panther will be
due a payment of 50,000 Euro from Fulcrum.
The sale will supplement Panther's Dotted Lake property through
indirect exposure to early-stage gold and base metal exploration
over a further four properties on the Schreiber-Hemlo Greenstone
Belt; with an additional two properties on the Dayohessarah Lake
Greenstone and the Michipicoten Greenstone Belt; whilst
diversifying commodity exposure through Fulcrum's two uranium
exploration properties in the vicinity of the Athabasca Basin in
Saskatchewan1.
On 7 April 2022 the Company announced that it had entered into
an option and sale and purchase agreement (the "Agreement") with
Shear Gold Exploration Corporation ("Shear Gold") to purchase a
substantial claim holding (the "Shear Gold Project" or "Project")
including the West Limb and Glass Reef gold properties, on the
Eagle - Manitou Lakes Greenstone Belt.
The Shear Gold Project covers a total area of approximately
98km2 and is located within the gold endowed Kenora Mining
District, approximately 300km east of Thunder Bay and equidistant
between the towns of Fort Frances and Dryden in north-western
Ontario, Canada.
The terms of the Agreement are set out below.
A cash consideration of $11,325 Canadian dollars ("CAD$") has
been paid to Shear Gold Exploration Corporation in order to secure
the option and sale and purchase agreement, under which Panther has
committed to:
-- a minimum spend commitment of:
-- CAD$325,000 to be expended over years one and two; and
-- a further CAD$400,000 to be expended between the second and
fourth annual anniversaries of the Agreement. Any excess spend in
years one and two can be offset against expenditure in years three
and four.
-- grant Shear Gold a net smelter return ("NSR") royalty of 2%
over the 32 multicell mining claims (the "Claims") covered in the
Agreement. Panther can elect to purchase 50% of the NSR (reducing
the remaining royalty to 1%) for the sum CAD$1M at any time.
-- Panther Metals PLC can elect at any time to purchase the
Claims outright through a payment of CAD$250,000 to Shear Gold.
Panther Australia
On 28 February 2022 Panther Metals Limited announced drilling
results for the Coglia Nickel/Cobalt Project in Western Australia,
detailing the initial results from the first five reverse
circulation ("RC") drill holes on the project.
-- Initial RC drilling results include high-grade nickel and
cobalt intercepts in all holes assayed to date.
-- These initial drill results cover 5 of a total 58 initially
planned RC drill holes in the 6,000m programme.
-- New zone of mineralisation discovered outside the current
Exploration Target. Four additional drill holes have been added to
the programme to test extensions to the new mineralised zone.
-- A further 3,478 samples are currently at the laboratory awaiting analysis.
-- Once the Coglia drill programme is complete, Panther Metals
Ltd intend to calculate a JORC 2012 compliant Mineral Resource
Estimate, and the drilling rig will be moved to the Eight Foot Well
Gold Prospect, with the aim of testing the potential for a shallow
gold resource.
On 23 March 2022, Panther Metals Limited announced an update at
the Coglia Nickel/Cobalt project in Western Australia which
detailed significant reserve circulation drilling sample assay
results.
Key Performance Indicators
The key performance indicators are set out below:
31-Dec-21 31-Dec-20 Change
Net asset value GBP2,411,075 GBP1,517,916 59%
Market Capitalisation GBP7.85m GBP8.68m -10%
Share Price 12.75p 15.00p -15%
Since the Company's listing on the Main Market of the London
Stock Exchange the share price and market capitalisation of the
Company come into focus and has formed part of the key performance
indicators monitored by management.
Principal Risks and Uncertainties
The principal risks and uncertainties of the Group are outlined
below.
A majority of the Group's operating costs will be incurred in US
and Canadian dollars, whilst the Group has raised capital in GBP
Sterling
The Group will incur exploration costs in US and Canadian
Dollars but it has raised capital in GBP Sterling. Fluctuations in
exchange rates of the US Dollar and Canadian Dollar against GBP
Sterling may materially affect the Group's translated results of
operations. In addition, given the relatively small size of the
Group, it may not be able to effectively hedge against risks
associated with currency exchange rates at commercially realistic
rates. Accordingly, any significant adverse fluctuations in
currency rates could have a material adverse effect on the Group's
business, financial condition and prospects to a much greater
extent than might be expected for a larger enterprise.
The Group will need additional financial resources if it moves
into commercial exploitation of any mineral resource that it
discovers
Whilst the Group has sufficient financial resources to conduct
its planned exploration activities, meet its committed licence
obligations and cover its general operating costs and overheads for
at least 12 months, the Group will need additional financial
resources if it wishes to commercially exploit any mineral resource
discovered because of its exploration activity.
The Group has budgets for all near and short-term activities and
plans, however in the longer term the potential for further
exploration, development and production plans and additional
initiatives may arise, which have not currently been identified and
which may require additional financing which may not be available
to the Group when needed, on acceptable terms, or at all. If the
Group is unable to raise additional capital when needed or on
suitable terms, the Group could be forced to delay, reduce, or
eliminate its exploration, development, and production efforts.
Even if the Group makes a commercially viable discovery in the
future there are significant risks associated with the ability of
such a discovery generating any operational cashflows
The economics of developing mineral properties are affected by
many factors including the cost of operations, variations of the
grade of ore mined, fluctuations in the price of the minerals being
mined, fluctuations in exchange rates, costs of development,
infrastructure and processing equipment and such other factors as
government regulations, including regulations relating to
royalties, allowable production, importing and exporting of
minerals and environmental protection. Given that the Group is at
the early exploration stage of its business many of these factors
cannot be accurately assessed, costed, planned for or mitigated at
the current time. As a result of these uncertainties, there can be
no guarantee that mineral exploration and subsequent development of
any of the Group's assets will result in profitable commercial
operations.
The Group is not currently generating revenue and will not do so
for in the near term
The Group is an exploration company and will remain involved in
the process of exploring and assessing its asset base for some
time. The Group is unlikely to generate revenues until such time as
it has made a commercially viable discovery. Given the early stage
of the Group's exploration business and even if a potentially
commercially recoverable reserve were to be discovered, there is a
risk that the grade of mineralisation ultimately mined may differ
from that indicated by drilling results and such differences could
be material. Accordingly given the very preliminary stages of the
Group's exploration activity it is not possible to give any
assurance that the Group will ever be capable of generating revenue
at the current time.
Going Concern
As a junior exploration company, the Directors are aware that
the Company must seek funds from the market in the next 12 months
to meet its investment and exploration plans and to maintain its
listing status.
The Group's reliance on a successful fundraising presents a
material uncertainty that may cast doubt on the Group's ability to
continue to operate as planned and to pay its liabilities as they
fall due for a period not less than twelve months from the date of
this report.
The Company successfully raised GBP940,000 in the year ended 31
December 2021 through a combination of issuing new shares and
warrant conversions. As at the year-end date the Group had total
cash reserves of GBP100,586 (2020: GBP241,194).
On 7 March 2022, the Company announced the placing of 4,500,000
ordinary shares raising gross proceeds of approximately GBP360,000.
Admission of the shares took place on 10 March 2022.
The Directors are aware of the reliance on fundraising within
the next 12 months and the material uncertainty this presents but
having reviewed the Group's working capital forecasts they believe
the Group is well placed to manage its business risks successfully
providing the fundraising is successful. The financial statements
have been prepared on a going concern basis and do not include
adjustments that would result if the Group were unable to continue
in operation.
The Company acted quickly to mitigate the short-term risk
presented following the rapid spread of COVID-19 across the globe.
The reduction in our cost base, combined with careful management of
spend on exploration projects, leaves the business in a strong
financial position in cash terms.
The medium to long term effects of the virus is unknown to us
all but the Company will monitor developments across our portfolio
and act accordingly. We note the positive impact on the gold price,
and we believe we are in a strong position should future
opportunities arise.
Stakeholder Engagement
The Company did not have any employees during the Reporting
Period and therefore this stakeholder
engagement statement does not refer to how we consider their
interests. The Company will monitor the need to incorporate the
interests of employees in its decision making as the Company
grows.
The table below acts as our stakeholder engagement statement by
setting out the key stakeholder groups, their interests and how
Panther Metals engages with them. Given the importance of
stakeholder focus, long-term strategy and reputation to the
Company, these themes are also discussed throughout this Annual
Report.
The stakeholder engagement statement should be read in
conjunction with the full Strategic Report and the Company's
Corporate Governance Statement.
Chairman's Overview
The Group is not required to comply with the UK Code of
Corporate Governance ("UK Code"), and compliance with the UK Code
is being undertaken on a voluntary basis. However, the Directors
recognise the importance of sound corporate governance and the
Group does comply with the Quoted Companies Alliance Corporate
Governance Code ("QCA Code") to the extent it considers
appropriate, considering the size, stage of development and
resources of the Group.
The Directors are responsible for overall corporate governance,
with respect to the management of the business and its strategic
direction, establishing policies and in the evaluation of material
investments of the Group. It is the responsibility of the Directors
to oversee the financial position of the Group and to monitor its
business and affairs on behalf of the Shareholders, to whom the
Directors are accountable. The primary duty of the Board is to
always act in the best interests of the Group.
The Directors have responsibility for the overall corporate
governance of the Group and recognise the need for the highest
standards of behaviour and accountability. The Board has a wide
range of experience directly related to the Group and its
activities and its structure ensures that no one individual or
group dominates the decision-making process. The Board will also
ensure that internal controls and the Group's approach to risk
management are assessed periodically.
Board of Directors
The primary duty of the Board will be to always act in the best
interests of the Company.
The Company will hold Board meetings periodically as issues
arise which require the attention of the Board and the Board will
be responsible for the following matters:
-- the management of the business of the Company;
-- setting the strategic direction of the Company;
-- establishing the policies and strategies of the Company;
-- appraising the making of all material investments, acquisitions and disposals;
-- oversee the financial position of the Company including
approval of budgets and financial plans, changes to the Group's
capital structure,
-- approval of financial statements and significant changes to accounting practices;
-- Stock Exchange related issues including the approval of the
Company's announcements and communications with shareholders;
-- monitor internal control: and
-- manage risk assessment.
The Company has also established a remuneration committee, an
audit committee, and a nomination committee of the Board with
formally delegated duties and responsibilities.
The Remuneration Committee comprises Nicholas O'Reilly as chair,
Simon Rothschild and Kate Asling and meets not less than twice each
year. The Remuneration Committee is responsible for the review and
recommendation of the scale and structure of remuneration for
Directors, including any bonus arrangements or the award of share
options with due regard to the interests of the Shareholders and
other stakeholders.
The Audit Committee, which comprises Simon Rothschild as chair
and Nicholas O'Reilly meets not less than twice a year. The Audit
Committee is responsible for making recommendations to the Board on
the appointment of auditors and the audit fee and for ensuring that
the financial performance of the Company is properly monitored and
reported. In addition, the Audit Committee receives, and reviews
reports from management and the auditors relating to the interim
report, the Annual Report and accounts and the internal control
systems of the Company.
The Nomination Committee comprises Nicholas O'Reilly as chair,
Simon Rothschild and Kate Asling, meets normally not less than
twice each year. The Nomination Committee is responsible for
reviewing succession plans for the Directors.
The Company has adopted and will operate a share dealing code
governing the share dealings of the Directors of the Company and
applicable employees with a view to ensuring compliance with the
Market Abuse Regulation.
The Company has adopted, a share dealing policy regulating
trading in the Company's shares for the Directors and other persons
discharging managerial responsibilities (and their persons closely
associated) which contains provisions appropriate for a company
whose shares are admitted to trading on the Official List
(particularly relating to dealing during closed periods which will
be in line with the Market Abuse Regulation). The Company will take
all reasonable steps to ensure compliance by the Directors and any
relevant employees with the terms of that share dealing policy.
Director Biographies
Darren Hazelwood, Chief Executive Officer
A business career built around sound financial planning,
execution, delivery and value creation. An entrepreneur and
investor who has over 15 years' experience managing and directing
teams focused on delivering value within organisations, always with
a keen focus on cost controls and great financial management
ensuring delivery of value.
Darren's recognition of the value created by using and expanding
his network, combined with a strong focus on delivery, has enabled
him to deliver on an enviable track record of business growth.
Darren became Chief Executive Officer of Panther Metals in January
2019 and the business has since completed acquisitions in Australia
and Canada as it builds its position in the exploration sector.
During the period, the business reported a considerable reduction
in its reported losses while trebling its asset base.
His pathway to success has been gained using astute controls and
due diligence while managing fast growth and success. Hazelwood
Glass Ltd, a start-up, headed by Darren, has recorded year on year
growth, and only posting a negative return in its first year. A
keen focus on deal delivery and network identification laying the
foundations for growth.
Mitchell Smith, Chief Operating Officer
Prior to being appointed COO and Director of Panther Metals PLC,
Mitchell held increasingly senior capital market positions through
his involvement with various mining groups including Global Cobalt
Corp, International Barytex Resources and Petaquillla Copper
Ltd.
Mitchell is an accomplished executive and business development
professional with deep experience and proven success developing and
executing on corporate strategies, marketing relationships and
maximising business opportunities for long term engagement and
strategic relationships.
Given his strong tenure in the industry, he has a profound
understanding of the natural resources sector, capital markets and
current market trends and has been successful in building companies
in bull and bear market conditions. Mitchell was an early adopter
and thought leader in the battery space recognising the
proliferation and mainstream appetite for handheld smart devices,
mobile phones and electrification of vehicles and understood the
importance and critical role the metals associated with the market
play. He has negotiated and structured off-take agreements for
cobalt material and built relationships with downstream and
intermediary battery manufacturers and facilitated commerce by
arranging joint ventures, marketing and engineering and procurement
construction contracts.
Mitchell maintains a high personal visibility within the
business community and ensures that effective communication and
appropriate relationships are maintained within associated
company's shareholders and other stakeholders. Within
organisations, Mitchell is involved with, he has fostered a culture
of clear direct communication and provides strong and effective
leadership establishing and maintaining an effective means of
control and coordination for all business operations and
activities.
Mitchell is also a director of TSXV listed Global Energy Metals
Corporation (GEMC) and Sceptre Ventures Inc. (SVP).
Nicholas O'Reilly, Non-Executive Chairman
Nicholas is an experienced exploration geologist and consultant
having worked for over 15 years on mining and exploration projects
in Africa, North and South America, the Russian Federation, Asia
and Australia. He specialises in the design and implementation of
exploration and resource projects from grassroots to
pre-feasibility in all terrains and environments, mobilising
multidisciplinary field teams and managing major programmes.
Nicholas became the Company's Non-Executive Chairman on 10 December
2021.
Nicholas holds a master's degree in Mineral Project Appraisal
from the Royal School of Mines, Imperial College and a bachelor's
degree in Applied Geology from the University of Leicester.
Nicholas has previous experience as a non-executive on the board
of an AIM listed mining sector investment vehicle and is currently
a director of several private companies including Mining Analyst
Consulting Ltd and Treasure Island Resources Ltd.
He is currently the Co-Chairman & Treasurer of the London
Mining Club (formerly the Association of Mining Analysts), a
non-profit London City based organisation representing the broad
mining investment community. Nicholas is also a Member of The
Australasian Institute of Mining and Metallurgy, Member of The
Institute of Materials, Minerals and Mining, a member of the
Society of Economic Geologists and a Fellow of The Geological
Society of London.
Simon Rothschild, Non-Executive Director
Simon studied at the University of St Andrews. He has been
internationally active for over thirty years in financial public
relations and financial investor relations. He started his career
in the City of London's financial sector in 1982 at Dewe Rogerson
Ltd and more recently was a Principal of Bankside Consultants,
where he specialized in supporting natural resources companies. In
2014 he set up Capital Market Consultants Limited, a financial
public relations consultancy. In addition to being a Non-Executive
Director of Panther Metals, he is also a NED of Rothschild Diamonds
Limited, a private diamond broking company. He has previously
served on the boards of Stonedragon Limited, a company set up to
establish a digital distribution network in West Africa and Five
Star diamonds, a TSX-V listed mining company with assets in
Brazil.
Kate Asling, Non-Executive Director
Kate studied History at University before setting her sights on
a career in Finance. Kate began her career at PKF Littlejohn
(formerly Littlejohn Frazer) in 2001 as an auditor of SMEs and
obtained her accountancy qualification in 2005 becoming a member of
the Association of Chartered Certified Accountants. In 2006 Kate
transitioned from the audit team into Corporate Finance team and
spent a further two years working on AIM IPOs and due diligence
transactions before leaving to join RSM's (formerly Baker Tilly)
London Transaction Services Team in January 2008. Kate has worked
on over 30 transactions as reporting accountant or due diligence
provider across a number of different sectors including natural
resources. Kate worked on the AIM IPO of Greenvale AP, Mountfield
Building Group PLC, Bilby PLC, African Resources PLC and Fox Marble
PLC. Kate was also part of the buy side advisory team in the sale
of HMV to Waterstone's. In 2017 Kate incorporated her own
consultancy business and currently provides accounting, financial
modelling and consultancy services across a broad range of sectors
including food manufacturing, retail and natural resources.
By order of the Board
Darren Hazelwood
Chief Executive Officer
27 April 2022
The QCA Code, which the Company has adopted, contains 10
Principles which are set out below together with an explanation of
how the Company complies with them.
Principle One: Establish a strategy and business model which
promote long-term value for shareholders.
The Company has a clearly defined strategy and business model
which has been adopted and implemented by the Board and which it
believes will achieve long term value for the shareholders. The
details of the Company's strategy and the key challenges are set
out in the Strategic Report.
Principle Two: Seek to understand and meet shareholder needs and
expectations.
The Board is committed to maintaining good communications with
its shareholders and with investors with a view to understanding
their needs and expectations. The Board and, in particular, the
Chief Executive Officer, maintain close contact with many of the
shareholders.
All shareholders are encouraged to attend the Company's Annual
General Meetings where they can meet and directly communicate with
the Board. Shareholders and investors are also able to meet with
members of the Board at investor presentations where up to date
corporate presentations may be made after which members of the
Board are available to answer questions from shareholders and
investors.
The Company publishes an Annual Report and Financial Statements
and an Interim Results Announcement both of which are posted to the
Company's website. Annual Report and Financial Statements provides
shareholders and investors with details of the Company's Financial
Statements for the financial year or period under review together
with the Strategic and Directors' Reports and other reports.
The Company also provides regular regulatory announcements and
business updates through the Regulatory News Service (RNS) and
copies of such announcements are posted to the Company's
website.
Shareholders and investors also have access to information on
the Group through the Company's website, www.panthermetals.co.uk
which is updated on a regular basis and which also includes the
latest corporate presentation on the Group.
Principle Three: Take into account wider stakeholder and social
responsibilities and their implications for long-term success.
The Board is very aware of the significance of social,
environmental and ethical matters affecting the business of the
Group.
The Company will engage positively and seek to develop close
relationships with local communities, regulatory authorities and
stakeholders which are in close proximity to or connected with its
overseas operations and where appropriate the Board will take steps
to safeguard the interests of such stakeholders.
The Board plans, in due course, to adopt appropriate
environmental and corporate responsibility policies to ensure that
the Group's activities have minimal environmental impact on the
local environment and communities in which the Group intends to
operate in.
Principle Four: Embed effective risk management, considering
both opportunities and threats, throughout the organisation.
The Board regularly reviews its business strategy and, in
particular, identifies and evaluates the risks and uncertainties
which the Group is or may be exposed to. As a result of such
reviews, the Board will take steps to manage risks or seek to
remove or reduce the Group's exposure to them as much as
possible.
The risks and uncertainties to which the Group is exposed at
present and in the foreseeable future are detailed in Principle
Risks and Uncertainties in the Strategic Report.
The Company has a system of financial controls and reporting
procedures in place which are considered to be appropriate given
the size and structure of the Group.
Principle Five: Maintain the Board as a well-functioning,
balanced team led by the Chairman.
Nicholas O'Reilly, the Non-Executive Chairman, leads the Board
and is responsible for the effective performance of the Board
through control of the Board's agendas and the running of its
meetings. Nicholas O'Reilly, in his capacity as Non-Executive
Chairman, also has overall responsibility for the corporate
governance of the Company. The day to day running of the Group is
delegated to Darren Hazelwood, the Chief Executive Officer.
The Board holds Board meetings periodically, and at least four
times a year, as issues arise which require the attention of the
Board. Prior to such meetings, the Board's members receive an
appropriate agenda and relevant information and reports for
consideration on all significant strategic, operational and
financial matters and other business and investment matters which
may be discussed and considered.
The Board is supported by the Remuneration, Audit and Nominee
Committees, details of which are set out on pages 18 and 19.
Principle Six: Ensure that between them the directors have the
necessary up to date experience, skills and capabilities.
The Directors' biographies are set out on pages 19 to 21. The
Board believes that the current balance of sector, technical,
financial, operational and public markets skills and experience
which its members have is appropriate for the current size and
stage of development of the Company
The Board regularly reviews its structure and whether it has the
right mix of relevant skills and experience for the effective
management of the Group's business. Where appropriate the Board
appoints advisors to assist it in carrying out its strategy
including geologists, mining experts, corporate brokers,
accountants and lawyers. The Company Secretary provides advice and
guidance, as required, to the Board on regulatory matters, assisted
by the Company's lawyers.
Principle Seven : Evaluate board performance based on clear and
relevant objectives, seeking continuous improvement.
The Board's performance is reviewed and considered in the light
of the progress and achievements against the Group's long-term
strategy and its strategic objectives. However, given the size and
nature of the Group, the Board does not consider it appropriate to
have a formal performance evaluation procedure in place. The Board
will closely monitor the situation as required.
Principle Eight : Promote a corporate culture that is based on
ethical values and behaviours.
The Company has established corporate governance arrangements
which the Board believes are appropriate for the current size and
stage of development of the Company.
The Company has adopted a number of policies applicable to
directors, officers and employees and, in some cases, to suppliers
and contractors as well, which, in addition to the Company's
corporate governance arrangements set out above, are designed to
provide the Company with a positive corporate culture. The
Company's policies include a Share Dealing Policy; an Insider
Dealing and Market Abuse Policy, an Anti-Bribery and Corruption
Policy, a Whistleblowing Policy, a Social Media Policy and the
Company's Code of Conduct;
The Board recognises that its future exploration and development
activities could impact the local environment and communities in
close proximity to its licence areas. The Company seeks to engage
positively and to develop close relationships with local
communities, regulatory authorities and stakeholders.
The Board, in response to the rapid and global spread of
COVID-19, has temporarily suspended all service provider contracts
(where possible) to protect the health of our contractors and their
families. In Australia the licences held are both located in a
region containing vulnerable aboriginal communities, fieldwork is
therefore currently suspended to protect such communities.
Principle Nine : Maintain governance structures and processes
that are fit for purpose and support good decision-making by the
Board.
Whilst the Board has overall responsibility for all aspects of
the business, Nicholas O'Reilly, the Non-Executive Chairman, is
responsible for overseeing the running of the Board and ensuring
that Board focuses on and agrees the Group's long-term direction
and its business strategy and reviews and monitors the general
performance of the Group in implementing its strategic objectives
and its achievements.
Darren Hazelwood, the Chief Executive Officer, has
responsibility for implementing the strategy of the Board and
managing the business activities of the Group on a day-to-day
basis.
The Board has established Remuneration, Audit and Nominee
Committees with formally delegated duties and responsibilities.
This Corporate Governance Statement will be reviewed at least
annually to ensure that the Company's corporate governance
framework evolves in line with the Company's strategy and business
plan.
Principle Ten: Communicate how the Company is governed and is
performing by maintaining a dialogue with shareholders and other
relevant stakeholders.
The Company's approach to communication with shareholders and
others is set out under Principles 2 and 3 above.
The Directors present their report together with the audited
financial statements for the year ended
31 December 2021.
A review of the business and principal risks and uncertainties
has been included in the Strategic Report.
Dividends
The Directors do not recommend a dividend.
Directors
The directors, who served throughout the period and to the date
of this report, are as follows:
Simon Rothschild
Darren Hazelwood
Mitchell Patrick Smith
Nicholas John O'Reilly
Ahmet Kerim Sener (resigned 10 December 2021)
Kate Asling
Future Developments
The future developments of the business are set out in the
Strategic Report under "Post Year End Developments" and are
incorporated into this report by reference.
Financial Instruments
Details of the Group's financial instruments are given in note
18.
Substantial Shareholders
The Directors are aware of the following shareholdings of 3% or
more of the issued share capital of the Company as at 14 April
2022:
Number % of Share Capital
of Ordinary
Shares
Jim Nominees Limited 11,667,787 16.29
Adrian Crucefix 6,700,333 9.36
Richard and Charlotte Edwards 6,315,898 8.82
Share Nominees Ltd 4,776,518 6.67
Darren Hazelwood 4,636,666 6.48
Ian Russell Bagnall 3,097,133 4.33
Thomas Grant and Company Nominees Limited 2,983,364 4.17
Hargreaves Lansdown (Nominees) Limited 2,606,748 3.64
Jarvis Nominees Limited 2,195,500 3.07
Directors' remuneration
The remuneration of the Directors has been fixed by the Board as
a whole. The Board seeks to provide appropriate reward for the
skill and time commitment required to retain the right calibre of
Director without paying more than is necessary.
Details of Directors' fees and of payments made for professional
services rendered are set out in the Directors' Remuneration
Report.
Political and Charitable Donations
The Company made a charitable donation of GBPnil (2020: GBP30)
during the reporting period.
Financial Risk Management Objectives and Policies
Details of the Group's financial risk management objectives and
policies are set out in note 18 to these financial statements.
Going Concern
As a junior exploration company, the Directors are aware that
the Company must seek funds from the market in the next 12 months
to meet its investment and exploration plans and to maintain its
listing status.
The Group's reliance on a successful fundraising presents a
material uncertainty that may cast doubt on the Group's ability to
continue to operate as planned and to pay its liabilities as they
fall due for a period not less than twelve months from the date of
this report.
The Company successfully raised GBP940,000 in the year ended 31
December 2021 through a combination of issuing new shares and
warrant conversions. As at the year-end date the Group had total
cash reserves of GBP100,586 (2020: GBP241,194).
On 7 March 2022, the Company announced the placing of 4,500,000
ordinary shares raising gross proceeds of approximately GBP360,000.
Admission of the shares took place on 10 March 2022.
The directors are aware of the reliance on fundraising within
the next 12 months and the material uncertainty this presents but
having reviewed the Group's working capital forecasts they believe
the Group is well placed to manage its business risks successfully
providing the fundraising is successful. The financial statements
have been prepared on a going concern basis and do not include
adjustments that would result if the Group were unable to continue
in operation.
The Company acted quickly to mitigate the short-term risk
presented following the rapid spread of COVID-19 across the globe.
The reduction in our cost base, combined with careful management of
spend on exploration projects, leaves the business in a strong
financial position in cash terms.
The medium to long term effects of the virus is unknown to us
all but the Company will monitor developments across our portfolio
and act accordingly. We note the positive impact on the gold price,
and we believe we are in a strong position should future
opportunities arise.
Internal Control
The Directors acknowledge they are responsible for the Group's
system of internal control and for reviewing the effectiveness of
these systems. The risk management process and systems of internal
control are designed to manage rather than eliminate the risk of
the Group failing to achieve its strategic objectives. It should be
recognised that such systems can only provide reasonable and not
absolute assurance against material misstatement or loss.
The Company and its subsidiaries have well established
procedures which are considered adequate given the size of the
individual businesses.
Disclosure of Information to the Auditor
Each of the persons who is a director at the date of approval of
this Annual Report confirms that:
-- so far as the director is aware, there is no relevant audit
information of which the Company's auditors are unaware; and
-- the director has taken all the steps that he ought to have
taken as a director in order to make himself aware of any relevant
audit information and to establish that the Company's auditors are
aware of that information.
Auditors
Keelings Ltd has expressed their willingness to continue in
office. A resolution to reappoint them will be proposed at the
forthcoming Annual General Meeting.
By order of the Board
D Hazelwood
Chief Executive Officer
27 April 2022
Statement of Directors' Responsibilities
The directors are responsible for preparing the Report and the
financial statements in accordance with applicable law and
regulations.
Company law requires the directors to prepare financial
statements for each financial period. Under that law the directors
have elected to prepare the financial statements in accordance with
UK adopted International Accounting Standards. Under company law
the directors must not approve the financial statements unless they
are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for
that period. In preparing these financial statements, the directors
are required to:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the entity's financial position and financial
performance; and
-- make an assessment of the Group's ability to continue as a going concern.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's
transactions and disclose with reasonable accuracy at any time the
financial position of the Group.
They are also responsible for safeguarding the assets of the
Group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the Isle of Man governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions. The maintenance and
integrity of the Company's website is the responsibility of the
directors. The directors' responsibility also extends to the
ongoing integrity of the financial statements contained
therein.
They are further responsible for ensuring that the Strategic
report and the Director's Report and other
information included in the Annual Report and Financial
Statements is prepared in accordance with
applicable law in the Isle of Man and certain applicable
provisions of the Listing Rules of the UK Financial Conduct
Authority and the Disclosure Guidance and Transparency Rules.
The directors, after making enquiries, have a reasonable
expectation that the Company has adequate
resources to continue in operational existence for the
foreseeable future. They therefore continue to adopt
the going concern basis in preparing the accounts.
Auditors
Keelings Ltd has signified its willingness to continue as
independent auditors to the Company.
Website Publication
The maintenance and integrity of the Panther Metals PLC website
is the responsibility of the Directors. The work carried out by the
independent auditors does not involve the consideration of these
matters and,
accordingly, the independent auditors accept no responsibility
for any changes that may have occurred in the accounts since they
were initially presented on the Panther Metals PLC website.
Legislation in the United Kingdom governing the preparation and
dissemination of the accounts and other information included in
annual reports may differ from legislation in other
jurisdictions.
The Directors' Remuneration Report comprises three sections:
1) The Annual Statement from the Chair of the Remuneration Committee
2) Remuneration Policy
3) The Annual Report on Remuneration
The items included in the Directors' Remuneration Report are
audited unless otherwise stated.
Annual Statement from the Chair of the Remuneration
Committee
The Company has established a Remuneration Committee which is
responsible for reviewing, determining, and recommending to the
Board the future policy for the remuneration of the directors, the
scale and structure of the directors' fees, considering the
interests of shareholders and the performance of the Company and
directors.
The Remuneration Committee which comprises Nicholas O'Reilly as
Chairman, Kate Asling and Simon Rothschild, will meet at least once
a year. Directors' remuneration is fixed although Board meetings
are held where the remuneration of directors is considered.
Major Decisions on Directors' Remuneration during the Financial
Year -y/e 31 December 2021
On 20 January 2021, the Remuneration Committee met, and the
following decisions were taken, effective from 1 February 2021
1) Darren Hazelwood's salary was increased from GBP55,000 to GBP75,000
2) All other director's remuneration packages would remain as in place currently
3) It was agreed that the Company would not commence paying
pension amounts in relation to Directors' remuneration
On 20 August 2021 the Company announced that following its
annual compensation review, the Remuneration Committee made
recommendations to the Board which have been approved by the Board
and as a result the Company has granted a total of 4,600,000
options to Directors and staff members. All the options have a
five-year term from date of grant and an exercise price of 15p per
share. The options are all subject to the vesting condition of the
price of the Company's ordinary shares trading on the London Stock
Exchange PLC at a volume weighted average price of 30p per share
over any period of 10 trading days during the life of the
options.
On 3 December 2021, the Remuneration Committee met, and the
following decisions were taken
1) Nicholas O'Reilly's salary was increased from GBP12,000 to
GBP20,000 with effect from 10 December 2021
2) All other director's remuneration packages would remain as in place currently
3) It was agreed that the Company would not commence paying
pension amounts in relation to Directors' remuneration
Major Decisions on Directors' Remuneration after the Financial
Year- y/e 31 December 2022
There were no major decisions on Directors' Remuneration taken
after the financial year end.
Remuneration Policy
The Directors' Remuneration Policy, which is set out on pages 31
to 32 of this report, was submitted to shareholders for approval at
the 2021 AGM and such approval was obtained.
A key objective of the Directors' Remuneration Policy is to
align the interests of the Directors to the long-term interests of
the shareholders, and it aims to support a high-performance culture
with appropriate reward for superior performance, without creating
incentives that will encourage excessive risk taking or
unsustainable company performance. This will be underpinned through
the implementation and operation of incentive plans.
Remuneration Components
The Company remunerates Directors in line with best market
practice in the industry in which it operates. The components of
Director remuneration that are considered by the Board for the
remuneration of directors in future years are likely to consist
of:
-- Base salaries
-- Pension and other benefits
-- Annual bonus
-- Share Incentive arrangements
Darren Hazelwood, Chief Executive Officer, and Mitchell Smith,
Chief Operating Officer, have entered into service agreements with
the Company, which were renewed in January 2020 following the
Placing of the Company's shares to trading on the Main Market of
the London Stock Exchange. Non-executive directors are appointed by
letters of appointment, these were also renewed in January
2020.
All such contracts impose certain restrictions as regards the
use of confidential information and intellectual property and the
executive Director's service contract imposes restrictive covenants
which apply following the termination of the agreements
The Company has established a workplace pension scheme, but it
does not presently have any employees qualifying under the
auto-enrolment pension rules who have not opted out of the scheme.
It does not currently pay pension amounts in relation to Directors'
Remuneration. The Company has not paid out any excess retirement
benefits to any Directors or past Directors.
The Company does not currently have bonus schemes in place for
any of the Directors.
The Company does not currently have any annual or long-term
incentive schemes or any other scheme interests in place for any of
the Directors, other than the Company Share Option Plan.
Recruitment Policy
Base salary levels consider market data for the relevant role,
internal relativities, their individual experience and their
current base salary. Where an individual is recruited at below
market norms, they may be re-aligned over time, subject to
performance in the role. Benefits will generally be in accordance
with the approved policy. For external and internal appointments,
the Board may agree that the Company will meet certain relocation
and/or incidental expenses as appropriate.
Payment for loss of Office
If a service contract is to be terminated, the Company will
determine such mitigation as it considers fair and reasonable in
each case.
The Company reserves the right to make additional payments where
such payments are made in good faith in discharge of an existing
legal obligation (or by way of damages for breach of such an
obligation); or by way of settlement or compromise of any claim
arising in connection with the termination of an executive
director's office or employment.
Service Agreements and Letters of Appointment
The terms of all the directors' appointments are subject to
their re-election by the Company's shareholders at AGM at which
certain of the directors will retire on a rotational basis and
offer themselves for re-election.
The Executive Directors' service agreements are set out in the
table below. The agreements are not for a fixed term and may be
terminated by either the Company or the executive director on
giving appropriate notice.
Details of the terms of the agreement for each executive
director are set out below:
Date of service Notice period Notice period
Name agreement by Company (months) by director (months)
------------ ---------------- --------------------- ----------------------
D Hazelwood 6 January 2020 3 months 3 months
M Smith 6 January 2020 3 months 3 months
The Non-Executive Directors of the Company have been appointed
by letters of appointment. Each Non-Executive Director's term of
office is expected to run for two three-year periods and
thereafter, with the approval of the Board, will continue subject
to periodic retirement and re-election or termination or retirement
in accordance with the terms of the letters of appointment.
The details of each non-executive director's current terms are
set out below
Notice period Notice period
Date of letter Current term by Company by director
Name of appointment (years) (months) (months)
------------- ----------------- --------------- -------------- --------------
S Rothschild 6 January 2020 6 3 months 3 months
N O'Reilly 6 January 2020 6 3 months 3 months
K Asling 6 January 2020 6 3 months 3 months
Consideration of Shareholder Views
The Board considers shareholder feedback received and guidance
from shareholder bodies. This feedback, plus any additional
feedback received from time to time, is considered as part of the
Company's annual policy on remuneration.
The Annual Report on Remuneration
Single figure of remuneration for Directors (audited)
The table below sets out a single figure for the total
remuneration received for the last two financial years by each
Executive and Non-Executive Director who served in the year ended
31 December 2021:
2021 GBP Salaries and short-term Long Term Post-Employment Total Total Total
benefits Incentive Benefits Fixed Variable Single
Awards Figure
Salary/Fee Taxable Bonus Share Pension
Benefits Based
Payment
1. Total
Executive
Directors
D Hazelwood 73,333 - - 4,252 - 73,333 4,252 77,585
M Smith 25,000 - - 850 - 25,000 850 25,850
Total Executive 98,333 - - 5,102 - 98,333 5,102 103,435
Non- Executive
Directors
A K Sener 15,157 - - 4,252 - 15,157 4,252 19,409
S Rothschild 12,000 - - 850 - 12,000 850 12,850
N O'Reilly 12,554 - - 4,252 - 12,554 4,252 16,806
K Asling 12,000 - - 850 - 12,000 850 12,850
Total Non-
Executive 51,711 - - 10,204 - 51,711 10,204 61,915
Total Directors 150,044 - - 15,306 - 150,044 15,306 165,350
2020 GBP Salaries and short-term Long Term Post-Employment Total Total Total
benefits Incentive Benefits Fixed Variable Single
Awards Figure
Salary/Fee Taxable Bonus Share Pension
Benefits Based
Payment
1. Total
Executive
Directors
D Hazelwood 49,248 - - 30,750 - 49,248 30,750 79,998
M Smith 21,142 - - - - 21,142 - 21,142
Total Executive 70,390 - - 30,750 - 70,390 30,750 101,140
Non- Executive
Directors
A K Sener 15,529 - - - - 15,529 - 15,529
S Rothschild 10,000 - - - - 10,000 - 10,000
N O'Reilly 12,100 - - - - 12,100 - 12,100
K Asling 11,500 - - 6,150 - 11,500 6,150 17,650
Total Non-
Executive 49,129 - - 6,150 - 49,129 6,150 55,279
Total Directors 119,519 - - 36,900 - 119,519 36,900 156,419
Directors Beneficial Share Interests - audited
The beneficial interests in the Company's shares of the
Directors and their families were as follows:
Held at 31 December Held at 31 December
2021 2020
Ordinary Ordinary
Shares Shares
No No
D Hazelwood 4,636,666 3,943,333
A K Sener 1,730,795 1,730,795
S Rothschild 333,333 333,333
N O'Reilly 333,333 333,333
M Smith 41,667 41,667
K Asling 100,000 100,000
The following share options and warrants were issued to
directors to subscribe for Ordinary Shares. The number of share
options and warrants are shown after the Share Consolidation.
Held at Held at
31 December 31 December
2021 2020
Share Options (May 2018)
M Smith - 500,000
- 500,000
Bonus Options (May 2018)
D Hazelwood - 250,000
N O'Reilly - 250,000
- 500,000
Subscription Warrants (July 2019)
D Hazelwood - 693,333
S Rothschild - 333,333
N O'Reilly - 83,333
M Smith - 41,667
- 1,151,666
Placing Warrants (January 2020)
D Hazelwood 500,000 500,000
K Asling 100,000 100,000
600,000 600,000
Management Options (August 2021)
D Hazelwood 1,250,000 -
N O'Reilly 1,250,000 -
M Smith 250,000 -
S Rothschild 250,000 -
K Asling 250,000 -
A K Sener 1,250,000 -
4,500,000 -
A total of 13,716,666 warrants ("Placing Warrants") were issued
to participants in the January 2021 Placing on a one for one basis.
The Placing Warrants are exercisable at a price of 12 pence per
Ordinary Share and at any time from admission until the second
anniversary of admission.
On 17 May 2021, the Company announced that it has received
notice of exercise of a total of 1,318,331 Subscription warrants
with an exercise price of 6p per share, raising GBP79,100 for the
Company. The admission of those shares took place on 20 May
2021.
On 20 August 2021 the Company announced the grant of 4,600,000
options to the Panther management team consisting of directors and
staff members. All the options have a 5-year term from the date of
grant and an exercise price of 15p per share. The options all are
subject to the vesting condition of the price of the Company's'
ordinary shares at a volume weighted average price of 30p per share
over any period of 120 trading days during the life of the
options.
Review of past performance- Alignment of reward and Total
Shareholder Return:
This graph shows a comparison the Company's total shareholder
return (share price growth plus dividends) with that of the FTSE
350 Mining Index. The FTSE 350 Mining Index was selected as it
provides a comparison of the Company's performance relative to the
other companies in its sector.
Chief Executive's single figure of remuneration and variable pay
outcomes
The table below shows the Chief Executive's single figure of
remuneration and variable pay outcomes over the same period as the
graph above
2017 2018 2019 2020 2021
M Subramaniam D Hazelwood
GBP GBP GBP GBP GBP
CEO Single Figure
of Remuneration
1. 27,000 27,375 72,640 79,998 77,585
Annual Bonus nil nil nil nil nil
Share Based payments
vesting (% of maximum) nil 100% 100% 100% 100%
1.Awards within the CEO Single Figure of Remuneration are
captured in the year that performance periods have ended, i.e.,
when they vest. 2020 figure: relates to 100% of the warrants
granted on 9 January 2020 which vested on the same date. 2019
figure: relates to 100% of the warrants granted on 22 July 2019
which vested on the same date. 2018 figure: relates to 100% of the
warrants granted on 22 July 2019 which vested on the same date. The
value of all these awards has been calculated using the share price
at date of introduction to the Main Market as NEX prices are not an
appropriate reflection of value.
CEO Pay Ratio
UK reporting regulations require companies with 250 employees or
more to publish information on the pay ratio of the Group CEO to UK
employees. The Company does not have any employees and therefore is
not required to publish this information.
Relative Importance of Spend on Pay
The table below illustrates a comparison between directors'
total remuneration to distributions to shareholders and loss before
tax for the financial period ended 31 December 2021:
Distributions Total Operational
to shareholders director pay cash outflows
GBP GBP GBP
Year ended 31
December 2021 nil 150,044 556,745
Total director remuneration includes fees for directors in
continuing operations.
Operational cash outflow has been shown in the table above as
cash flow monitoring and forecasting in an important consideration
for the Board when determining cash-based remuneration for
directors and employees.
Approved on behalf of the Board of Directors.
Nicholas O'Reilly
Chairman of the Remuneration Committee
27 April 2022
Opinion
We have audited the financial statements of Panther Metals PLC
(the "Parent Company") and its subsidiaries (the "Group") for the
year ended 31 December 2021 which comprise the Group Statement of
Comprehensive Income, the Group and Parent Company Statement of
Financial Position, the Group and Parent Company Statements of
Changes in Equity, the Group and parent company Statements of Cash
flows, the notes to the financial statements, which include a
summary of significant accounting policies and other explanatory
information. The financial reporting framework that has been
applied in in the preparation of the Group and Parent Company
financial statements is applicable law and UK adopted international
accounting standards.
In our opinion the financial statements:
- give a true and fair view of the state of the Group's and of the
Parent Company's affairs as at 31 December 2021 and of the Group's
loss for the year then ended;
- have been properly prepared in accordance with UK adopted international
accounting standards; and
- have been prepared in accordance with the requirements of the
Companies Act 2006 and, as regards the Group financial statements,
Article 4 of the IAS Regulation.
Separate opinion in relation to IFRSs as issued by the IASB
As explained in note 1.1 to the Group financial statements, the
Group in addition to complying with its legal obligation to apply
UK adopted international accounting standards, has also applied
IFRSs as issued by the International Accounting Standards Board
(IASB).
In our opinion the Group financial statements give a true and
fair view of the consolidated financial position of the Group as at
31 December 2021 and of its consolidated financial performance and
its consolidated cash flows for the year then ended in accordance
with IFRSs as issued by the IASB.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditors' responsibilities for the audit of the financial
statements section of our report. We are independent of the Group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard, as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Our approach to the audit
Our assessment of audit risk, our evaluation of materiality and
our allocation of performance materiality determine our audit scope
for the Group and the Parent Company. This enabled us to form an
opinion on the consolidated financial statements.
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made
subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and
considering future events that are inherently uncertain.
We tailored the scope of our audit to ensure that we performed
sufficient work to be able to give an opinion on the financial
statements as a whole, taking into account an understanding of the
structure of the Parent Company, its activities, the accounting
processes and controls, and the industry in which they operate. Our
planned audit testing was directed accordingly and was focused on
areas where we assessed there to be the highest risk of material
misstatement. During the audit we reassessed and re-evaluated audit
risks and tailored our approach accordingly.
The audit testing includes substantive testing on significant
transactions, balances and disclosures, the extent of which was
based on various factors such as overall assessment of the control
environment, the effectiveness of controls and the management of
specific risk.
We communicated with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant findings, including any significant deficiencies in
internal control that we identify during the audit.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters. This is not a complete list of all risks identified by our
audit.
Key audit matter How our scope addressed this matter
Measurement and valuation of investments
The Parent Company holds investments We have discussed the assumptions
in subsidiaries where a judgement determined by management in assessing
is required when determining the the value, challenging where
accounting treatment. appropriate, as well as considering
whether there is any evidence
that investments may be impaired.
These investments cannot be agreed Considering the adequacy of the
to third party market data and disclosures made in the financial
management has determined alternative statements over this as a significant
approaches to ensure that these area of judgement.
are appropriately valued at the
year end.
The investment in Associate Panther We obtained a copy of the final
Metals Ltd has a carrying value accounts of the listed associate
of GBP1,163,496, representing and made enquiries.
the share of the fair value of
net assets as at 31.12.2021. We checked that the associate
had been correctly accounted
The accuracy of equity accounting for, including the adequacy of
for the Associate is directly disclosures, in the financial
reliant on the accuracy of financial statements.
statements of Panther Metals Ltd.
Valuation and impairment of exploration
and evaluation assets
Exploration and evaluation assets In accordance with IFRS6 we reviewed
shall be assessed for impairment the exploration and evaluation
when facts and circumstances suggest (E&E) assets for indication of
that the carrying amount of an impairment.
exploration and evaluation asset
may exceed its recoverable amount We reviewed the directors' assessment
per IFRS6. that there were no indicators
of impairment present.
We obtained evidence that all
claims and licences remain valid
and are in good standing.
We confirmed that there is an
ongoing plan to develop assets.
Based on our review, no indicators
of impairment were identified
and, therefore, the facts and
circumstances do not suggest
that the carrying value amount
of the E&E assets exceeds the
recoverable amount. Therefore,
we are satisfied that no impairment
is required.
Capitalisation of exploration
and evaluation assets
An entity shall determine an accounting We have reviewed the Group's
policy specifying which expenditures accounting policy and consider
are recognised as exploration it to be consistent with IFRS6.
and evaluation assets and apply
the policy consistently. In making We have verified a sample of
this determination, an entity capitalised expenditure and have
considers the degree to which sufficient appropriate audit
the expenditure can be associated evidence to conclude that it
with finding specific mineral has been capitalised appropriately.
resources per IFRS6.
Valuation and impairment of inter-company
balances
The company has a highly material Through our audit work on the
inter-company debtor balance with exploration and evaluation assets,
its subsidiary, Panther Metals we did not identify any inappropriate
(Canada) Ltd ("Panther Canada"). capitalisation or potential indicators
There is a risk that, if the exploration of impairment. Therefore, no
and evaluation assets have been indicators of impairment relating
inappropriately capitalised or to the inter-company balance
require impairment, then the recoverable built up to fund the exploration
amount of the inter-company balance activities have been identified.
may be below its carrying value.
Consequently, we agree with the
directors' assessment that the
carrying amount of the inter-company
debtor does not exceed its recoverable
amount.
Going Concern
The Group does not currently generate The Group held GBP100,586 cash
revenue and is dependent on further and cash equivalents at the year
share issues in order to fund end.
its activities. The directors
must assess the uncertainty surrounding We have obtained and reviewed
going concern that it is appropriate the cash flow forecasts and working
to prepare the accounts on a going capital projections prepared
concern basis and ensure that by management. They show that
any material uncertainty is adequately the Group requires continued
disclosed within the financial fundraising, following the successful
statements. fundraising in December 2021,
to continue as a going concern
for the foreseeable future. The
ability of the Group to raise
capital may be impacted by the
continued impact of COVID-19
pandemic and worldwide efforts
to reduce the spread of the virus.
As a result, the investment market
has experienced a significant
drop in its valuations.
Given this, we consider there
to be a material uncertainty
with regard to going concern.
We consider the disclosures in
note 1.2 in the accounts regarding
going concern to be sufficient.
We have drawn specific attention
to this in our audit report under
"material uncertainty with regard
to going concern".
Our application of materiality
We apply the concept of materiality in planning and performing
the audit, in evaluating the effect of identified misstatements on
the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually
or in the aggregate, could reasonably be expected to influence the
economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and extent
of our audit procedures.
We determined the materiality for the Group and the Parent
Company to be GBP27,000 which is based on the key indicator, being
an average of 5% of the loss before tax. We believe the loss before
tax is the most appropriate benchmarks due to the costs incurred in
running the Group.
Performance materiality
The application of materiality at the individual account or
balance level. It is set at an amount to reduce to an extent
appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality. On
the basis of our risk assessment, together with our assessment of
the company's control environment, our judgement is that
performance materiality for the financial statements should be 70%
of materiality, amounting to GBP18,900.
Audit work on components for the purpose of obtaining audit
coverage over significant financial statement accounts is
undertaken based on a percentage of total Group materiality. The
performance materiality set for each component is based on the
relative scale and risk of the component to the Group as a whole
and our assessment of the risk of misstatement at that component.
In the current year performance materiality allocated to components
was GBP12,964 for Panther Metals (Canada) Ltd and GBP5,936 for
Parthian Resources HK Ltd.
Material uncertainty related to going concern
We draw attention to note 1.2 in the financial statements. We
have considered the adequacy of the going concern disclosures made
concerning the Group's and the Parent Company's ability to continue
as a going concern. The Group incurred a loss of GBP126,269 (2020 :
GBP668,198) during the year ended 31 December 2021 and is still
incurring losses.
As discussed in note 1.2, the Parent Company will need to raise
further funds in order to meet its budgeted overhead costs. These
conditions, along with other matters discussed in note 1.2 indicate
the existence of a material uncertainty which may cast significant
doubt about the Group's and the Parent Company's ability to
continue as a going concern. The financial statements do not
include the adjustments (such as impairment of assets) that would
result if the Group and the Parent Company were unable to continue
as a going concern.
Our opinion is not modified in respect of this matter.
Other information
The other information comprises the information included in the
annual report other than the financial statements and auditor's
report thereon. The directors are responsible for the other
information contained within the annual report. Our opinion on the
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements, or our knowledge obtained in the
course of the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this
regard.
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
Report of the Directors for the financial year for which
the financial statements are prepared is consistent with
the financial statements; and
- the Strategic Report and the Report of the Directors have
been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and
the Parent Company and its environment obtained in the course of
the audit, we have not identified material misstatements in the
Strategic Report or the Report of the Directors.
We have nothing to report in respect of the following matters
where the Companies Act 1931 to 2006 requires us to report to you
if, in our opinion:
- adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches
not visited by us; or
- the Parent Company financial statements are not in agreement
with the accounting records and returns; or
- certain disclosures of directors' remuneration specified
by law are not made; or
- we have not received all the information and explanations
we require for our audit; or
- a corporate governance statement has not been prepared
by the Parent Company.
Corporate governance statement
The Listing Rules require us to review the directors' statement
in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the Group's
compliance with the provisions of the UK Corporate Governance
Statement specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following element of the Corporate
Governance Statement is materially consistent with the financial
statements, or our knowledge obtained during the audit:
-- Directors' statement with regards the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified as set out on pages 15 to 16;
-- Directors' explanation as to its assessment of the entity's
prospects, the period this assessment covers and why the period is
appropriate as set out on pages 3 to 17 ;
-- Directors' statement on fair, balanced and understandable as set out on page 28;
-- Board's confirmation that it has carried out a robust
assessment of the emerging and principal risks as set out on pages
14 to 16;
-- The section of the annual report that describes the review of
effectiveness of risk management and internal control systems as
set out on page 26; and;
-- The section describing the work of the audit committee as set out on page 18.
Responsibilities of directors
As explained more fully in the Statement of Directors'
Responsibilities set out on page 28, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue a Report
of the Auditors that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
We obtained an understanding of the Group and parent company and
the sector in which they operate to identify laws and regulations
that could reasonably be expected to have a direct effect on the
financial statements, including equity accounted associate. We
obtained our understanding in this regard through discussions with
management and application of our cumulative audit knowledge and
experience of the industry.
We determined the principal laws and regulations relevant to the
Group and parent company in this regard to be, but were not limited
to, those arising from local licensing laws, Isle of Man Companies
Act, Listing Rules, employment law, health and safety legislation.
We focused on laws and regulations that could give rise to a
material misstatement in the financial statements.
We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by
the Group and parent company with those laws and regulations. Our
test included, but were not limited to:
-- agreement of the financial statement disclosures to underlying supporting documentation;
-- enquiries of Board of Management regarding known or suspected
instances of non-compliance with laws and regulations; enquiring of
management and the Audit Committee, including obtaining and
reviewing supporting documentation, concerning the group's policies
and procedures relating to:- identifying, evaluating and complying
with laws and regulations and whether they were aware of any
instances of non-compliance; - detecting and responding to the
risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud; and - the internal controls established
to mitigate risks related to fraud or non-compliance with laws and
regulations; - discussing among the engagement team, including tax,
valuations and share options regarding how and where fraud might
occur in the financial statements and any potential indicators of
fraud. As part of this discussion, we identified potential for
fraud in the following areas: timing of recognition of commercial
income, posting of unusual journals and complex transactions and
manipulating the Group's alternative performance profit measures
and other key performance indicators to meet remuneration targets
and externally communicated targets; and - obtaining an
understanding of the legal and regulatory frameworks that the Group
operates in, focusing on those laws and regulations that had a
direct effect on the financial statements or that had a fundamental
effect on the operations of the Group;
-- a review of minutes of Board of Management meetings throughout the year;
-- obtaining an understanding of the control environment in
place to prevent and detect irregularities;
-- a review of regulated news service announcements.
As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures
which included but were not limited to: the testing of journals,
reviewing accounting estimates for evidence of bias: and evaluating
the business rationale of any significant transactions that are
unusual or outside the normal course of business.
Our audit procedures were designed to respond to risks of
material misstatement in the financial statements, recognising that
the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at www.frc.org.uk/auditorsresponsibilities. This
description forms part of our Report of the Auditors.
Other matters which we are required to address
Following the recommendation of the audit committee, we were
appointed by the director Mr D Hazelwood on 20(th) March 2020 to
audit the financial statements for the year ending 31 December 2019
and subsequent financial periods. This is our third year of
engagement.
The non-audit services prohibited by the FRC's Ethical Standards
were not provided to the Group or the Parent Company and we remain
independent of the Group and the Parent Company in conducting our
audit.
Use of our 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
a Report of the Auditors and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we
have formed.
Alfonso Del Basso (Senior Statutory Auditor)
for and on behalf of Keelings Limited, Statutory Auditor
Chartered Tax Advisers and
Chartered Certified Accountants
Broad House
1 The Broadway
Old Hatfield
Herts
AL9 5BG
Date:27 April 2022
Notes Year ended Year ended
31 December 31 December
2021 2020
GBP GBP
Revenue - -
Cost of sales - -
Gross profit - -
Administrative expenses (625,573) (442,092)
Share-based payment charge 17 (15,224) (155,747)
IPO costs - (80,423)
Operating loss (640,797) (678,262)
Loss on partial disposal of Panther Metals
Limited 4 (469,216) -
Gain on change in ownership of Panther
Metals Limited 4 983,744 -
Finance and other income 7 - 10,064
Loss before taxation (126,269) (668,198)
Taxation 8 - -
Loss for the period (126,269) (668,198)
Other comprehensive income - -
Total comprehensive loss for the period (126,269) (668,198)
Loss attributable to:
Equity holders of the company:
Continuing operations (126,269) (668,198)
Discontinuing operations - -
(126,269) (668,198)
Basic and diluted loss per share (pence) 9(0.21)p (1.32)p
Group Company
As at As at As at As at
31 December 31 December 31 December 31 December
Notes 2021 2020 2021 2020
GBP GBP GBP GBP
Non-current assets
Goodwill 4 - 553,656 - -
Exploration and evaluation
assets 10 1,334,994 736,567 89,698 -
Investments 11 1,165,347 - 1,165,528 635,333
Total non-current assets 2,500,341 1,290,223 1,255,226 635,333
Current assets
Receivables 12 72,758 93,922 1,327,955 1,013,791
Cash at bank and in hand 13 100,586 241,194 97,837 -
Total current assets 173,344 335,116 1,425,792 1,013,791
Total assets 2,673,685 1,625,339 2,681,018 1,649,124
Current liabilities
Trade and other payables 14 (60,592) (107,423) (61,107) (59,911)
Net current assets 112,753 227,693 1,364,685 953,880
Non-current liabilities
Provision for deferred
consideration 15 (202,018) - (202,018) -
Total liabilities (262,609) (107,423) (262,944) (59,911)
Net assets 2,411,075 1,517,916 2,417,893 1,589,213
Capital and reserves
Called up share capital 16 4,781,917 3,675,421 4,781,917 3,675,421
Share-based payment reserve 17 310,263 397,331 310,263 397,331
Retained losses (2,681,105) (2,554,836) (2,674,287) (2,483,539)
Total equity 2,411,075 1,517,916 2,417,893 1,589,213
The financial statements of Panther Metals PLC, registered
number 009753V (Isle of Man), were approved by the board of
directors and authorised for issue on 27 April 2022. They were
signed on its behalf by:
D Hazelwood
Chief Executive Officer
Group Company
For the For the For the year For the
year ended year ended ended year ended
Notes 31 December 31 December 31 December 31 December
2021 2020 2021 2020
GBP GBP GBP GBP
Cash flows from operating
activities
Loss for the financial
year (126,269) (668,198) (190,748) (611,688)
Adjusted for:
Interest received 7 - (64) - -
Share-based payment charge 17 15,224 155,747 15,224 155,747
Net gain on change in ownership
of Panther Metals Limited 4 (514,528) - (301,614) -
Non cash costs of Panther
Metals Ltd 4 163,474 - - -
Grant income 7 - (10,000) - (10,000)
Foreign exchange (41,786) - - -
(Increase)/decrease in
receivables 21,164 (85,877) (542,563) (782,655)
Increase/(decrease) in
payables (74,024) (273,345) (22,032) (289,126)
Net cash used in operating
activities (556,745) (881,737) (1,041,733) (1,537,722)
Investing activities
Interest received - 64 - -
Cash spent on exploration
activities (523,863) (359,570) 199,570 60,031
Net cash generated from/(used
in) investing activities (523,863) (359,506) 199,570 60,031
Financing activities
Proceeds from issuing shares 16 830,000 1,373,000 830,000 1,373,000
Proceeds from conversion
of warrants 16 110,000 93,109 110,000 93,109
Grant income received 7 - 10,000 - 10,000
Net cash generated from
financing activities 940,000 1,476,109 940,000 1,476,109
Net (decrease)/increase
in cash and cash equivalents (140,608) 234,866 97,837 (1,582)
Cash and cash equivalents
at beginning of year 241,194 6,328 - 1,582
Cash and cash equivalents
at end of year 100,586 241,194 97,837 -
Group
Share
Share based payment Retained
Notes capital reserve losses Total
GBP GBP GBP GBP
Balance at 1 January 2020 1,958,071 342,793 (1,886,638) 414,226
Loss for the year - - (668,198) (668,198)
Total comprehensive loss
for the year - - (668,198) (668,198)
Transactions with owners
of the company
Shares issued 16 1,373,000 - - 1,373,000
Shares issued for services
provided 16 90,000 - - 90,000
Shares issued to acquire
exploration and evaluation
assets 16 92,910 - - 92,910
1,555,910 - - 1,555,910
Other transactions
Placing warrants issued 17 - 148,989 - 148,989
Shares issued upon exercise
of warrants 17 161,440 (61,572) - 99,868
Forfeited options 17 - (32,879) - (32,879)
Balance at 31 December 2020 3,675,421 397,331 (2,554,836) 1,517,916
Loss for the year - - (126,269) (126,269)
Total comprehensive loss
for the year - - (126,269) (126,269)
Transactions with owners
of the company
Shares issued 16 830,000 - - 830,000
Shares issued to acquire
exploration and evaluation
assets 16 31,191 - - 31,191
861,191 - - 861,191
Other transactions
Placing warrants issued 17 - 143,978 - 143,978
Shares issued upon exercise
of warrants 16 245,305 (166,139) - 79,166
Options issued 17 - 48,668 - 48,668
Forfeited options 17 - (113,575) - (113,575)
Balance at 31 December 2021 4,781,917 310,263 (2,681,105) 2,411,075
Company
Share
Share based payment Retained
Notes capital reserve losses Total
GBP GBP GBP GBP
Balance at 1 January 2020 1,958,071 342,793 (1,871,851) 429,013
Loss for the year - - (611,688) (611,688)
Total comprehensive loss
for the year - - (611,688) (611,688)
Transactions with owners
of the company
Shares issued 16 1,373,000 - - 1,373,000
Shares issued for services
provided 16 90,000 - - 90,000
Shares issued to acquire
exploration and evaluation
assets 16 92,910 - - 92,910
1,555,910 - - 1,555,910
Other transactions
Placing warrants issued 17 - 148,989 - 148,989
Shares issued upon exercise
of warrants 17 161,440 (61,572) - 99,868
Forfeited options 17 - (32,879) - (32,879)
Balance at 31 December 2020 3,675,421 397,331 (2,483,539) 1,589,213
Loss for the year - - (190,748) (190,748)
Total comprehensive loss
for the year - - (190,748) (190,748)
Transactions with owners
of the company
Shares issued 16 830,000 - - 830,000
Shares issued to acquire
exploration and evaluation
assets 16 31,191 - - 31,191
861,191 - - 861,191
Other transactions
Placing warrants issued 17 - 143,978 - 143,978
Shares issued upon exercise
of warrants 16 245,305 (166,139) - 79,166
Options issued 17 - 48,668 - 48,668
Forfeited options 17 - (113,575) - (113,575)
Balance at 31 December 2021 4,781,917 310,263 (2,674,287) 2,417,893
1 Accounting policies
1.1. Basis of preparation
Panther Metals PLC is a public limited company incorporated in
the Isle of Man.
The consolidated financial statements of Panther Metals PLC and
its subsidiaries (together, "the Group") are presented as required
by the Companies Act 1982 (Isle of Man). As permitted by that Act,
the financial statements have been prepared in accordance with UK
adopted International Accounting Standards.
The financial statements have been prepared on the historical
cost basis. The principal accounting policies that have been
adopted by the Company in the preparation of these financial
statements are set out below and have been consistently applied to
all periods presented.
1.2. Going concern
The Company successfully raised GBP940,000 in the year ended 31
December 2021. As a junior exploration company, the Directors are
aware that the Company must seek funds from the market in the next
12 months to meet its investment and exploration plans and to
maintain its listing status. A successful fundraising presents a
material uncertainty that may cast doubt on the Group's ability to
continue to operate as planned and to pay its liabilities as they
fall due for a period not less than twelve months from the date of
this report.
As at the year-end date the Group had total cash reserves of
GBP100,586 (2020: GBP241,194). On 7 March 2022, the Company
announced the placing of 4,500,000 ordinary shares raising gross
proceeds of approximately GBP360,000. Admission of the shares took
place on 10 March 2022. The directors are aware of the reliance on
fundraising within the next 12 months and the material uncertainty
this presents but having reviewed the Group's working capital
forecasts they believe the Group is well placed to manage its
business risks successfully providing the fundraising is
successful. The financial statements have been prepared on a going
concern basis and do not include adjustments that would result if
the Group was unable to continue in operation.
The Company has acted quickly to mitigate the short-term risk
presented following the rapid spread of COVID-19 across the globe.
The reduction in our cost base, combined with the restrictions on
movement (directly effecting our ability to access our exploration
property's) leaves the business in a strong financial position in
cash terms.
The medium to long term effects of the virus are an unknown to
us all but the Company will monitor developments across our
portfolio and act accordingly. We note the positive impact on the
gold price, and we believe we are in a strong position should
future opportunities arise.
1.3. Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and its subsidiary undertaking. The
results of subsidiaries acquired or disposed of during the year are
included in the consolidated income statement from the effective
date of acquisition or up to the effective date of disposal, as
appropriate.
All business combinations are accounted for using the
acquisition method of accounting.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into
line with those used by other members of the Group. All intra-group
transactions, balances, income and expenses are eliminated in full
on consolidation.
1.4. Foreign currencies
Functional and presentation currency
The consolidated financial statements are presented in Pounds
Sterling, which is the Group's presentation currency and the
functional currency of the holding company Panther Metals PLC.
Items included in the financial statements of the subsidiaries
are measured using the currency of the primary economic environment
in which the entity operates (the 'functional currency').
In the year ended 31 December 2018 the functional currency of
the Company's subsidiary, Lonnus was the Malaysian Ringgit (RM)
which was the currency of the environment in which the Company
principally operated in during this time. The subsidiary is now
dormant.
The functional currency of Panther Canada is the Canadian Dollar
(CAD) which is the currency of the environment in which the
subsidiary operates.
Transactions and balances
The assets and liabilities of the Company's foreign operations
are translated at exchange rates prevailing on the date of the
accounts. Income and expense items are translated at exchange rates
ruling at the date of the transactions. Exchange differences
arising, if any, are classified as income or as expenses in the
period in which they arise.
1.5. Exploration and evaluation assets
Exploration and evaluation assets represent the cost of
acquisitions by the Group of rights and licences. All costs
associated with the exploration and investment are capitalised on a
project-by-project basis, pending determination of the feasibility
of the project. Costs incurred include appropriate technical and
administrative expenses, but not general overheads and these assets
are not amortised until technical feasibility and commercial
viability is established.
Any deferred contingent consideration payable in relation to
acquisitions of licenses or options under the exploration projects
is recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration, which is
deemed to be an asset or liability, are recognised either in the
profit and loss account or in other comprehensive income, in
accordance with IAS 39.
Deferred and contingent consideration amounts payable in the
next or subsequent financial years are discounted to present value
with year-on-year changes reflected in the profit and loss account.
Amounts payable based on the ultimate success of an exploration
project are only recognised when there is a legal obligation in
relation to the acquisition agreement, the amount can be reliably
estimated and there is a strong likelihood of the amount being
payable.
If an exploration project is successful, the related
expenditures will be transferred to mining assets and amortised
over the estimated life of the reserve. Where a licence is
relinquished or a project abandoned, the related costs are written
off. The recoverability of all exploration and development costs is
dependent upon the discovery of economically recoverable reserves,
the ability of the Group to obtain necessary financing to complete
the development of reserves and future profitable production or
proceeds from the disposition thereof.
1.6. Investments
Investments in subsidiaries are held at cost less provision for
impairment. Initial recognition of investments is at the fair value
of the assets given, equity instruments issued, and liabilities
incurred or assumed.
Investments in associates and joint ventures
An associate is an entity over which the Group is able to
exercise significant influence but not control, generally
accompanying a shareholding of between 20% and 50% of the voting
rights. A joint venture is an entity over which the Group exercises
joint control, usually through a contractual arrangement. The
Group's investments in associates and joint ventures are recognised
using the equity method of accounting.
The consolidated profit and loss statement reflects the Group's
share of an associate or joint venture's profit after tax. Where
the Group's share of losses in an associate or joint venture
exceeds its investment, the Group ceases to recognise further
losses unless an obligation exists for the Group to fund the
losses. Where a change in net assets has been recognised directly
in the associate or joint venture's equity, the Group recognises
its share of those changes in the statement of changes in equity
when applicable. Adjustments are made to align the accounting
policies of the associate or joint venture with the Group's and to
eliminate the Group's share of unrealised gains and losses on
transactions between the Group and its associates and joint
ventures.
1.7. Trade and other receivables
Trade and other receivables are carried at original invoice
amount less provision made for impairment of these receivables. A
provision for impairment of trade and other receivables is
established when there is objective evidence that the Company will
not be able to collect all amounts due according to the original
terms of the receivables. The amount of the provision is the
difference between the assets' carrying amount and the recoverable
amount. Provisions for impairment of receivables are included in
the income statement.
1.8. Trade and other payables
Trade and other payables represent liabilities for goods and
services provided to the Company prior to the financial year, which
are unpaid. Current liabilities represent those amounts falling due
within one year.
1.9. Equity instrument
An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all its
liabilities. Equity instruments issued by the Group are recognised
as the proceeds received, net of direct issue costs.
The costs of an equity transaction are accounted for as a
deduction from equity to the extent they are incremental costs
directly attributable to the equity transaction that would
otherwise have been avoided.
The Company's Ordinary Shares are classified as equity
instruments and are shown within the share capital and the share
premium reserves.
1.10. Share based payments
For such grants of share options, the fair value as at the date
of grant is calculated using the Black-Scholes option pricing
model, considering the terms and conditions upon which the options
were granted. The amount recognised as an expense is adjusted to
reflect the actual number of share options that are likely to
vest.
For cash liabilities settled by issuing shares the fair value as
at the date of issue is deemed to be the market value of the shares
issued.
The share-based payments reserve is used to recognise the value
of equity-settled share-based payments, see to note 17 for further
details.
1.11. Other income- Grant income
Income from Government grants, whether capital or revenue
grants, is recognised when the Company has entitlement to the
funds, any performance conditions attached to the grants have been
met, it is probable that the income will be received, and the
amount can be measured reliably.
1.12. New IFRS standards and interpretations not applied
The following standards and amendments became effective in the
year:
-- amendment to IFRS 3 Clarifying the definition of a business;
-- amendment to IAS 1 and IAS 8 Definition of material; and
-- amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4
-- and IFRS 16: Interest Rate Benchmark Reform Phase 2.
There has been no material impact from the adoption of new
standards, amendments to
standards or interpretations which are relevant to the
Group.
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory for
accounting periods beginning on or after 1 October 2021 and which
the Group has chosen not to adopt early.
These include the following standards which are relevant to the
Group:
-- amendment to IAS 1 Amendments regarding the classification of
liabilities and Amendments regarding the disclosure of accounting
policies;
-- IAS 8 Amendments regarding the definition of accounting estimates; -
-- IAS 12 Amendments regarding deferred tax on leases and decommissioning obligations;
-- IAS 37 Amendments regarding the costs to include when
assessing whether a contract is onerous; and
-- Annual Improvements to IFRS Standards 2018-2020 Cycle.
The Group does not expect that the standards and amendments
issued but not yet effective will have a material impact on results
or net assets.
2 Critical accounting estimates and judgements
The preparation of financial statements in conformity with UK
adopted International Accounting Standards, requires the use of
accounting estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during
the reporting period. Although these estimates are based on
management's best knowledge of current events and actions, actual
results ultimately may differ from those estimates.
Share-based payments
The Company issued share options to certain Directors and to
professional advisers. The Black-Scholes model is used to calculate
the appropriate cost for these options. The use of this model to
calculate a cost involves using several estimates and judgements to
establish the appropriate inputs to be entered into the model,
covering areas such as the use of an appropriate interest rate and
dividend rate, exercise restrictions and behavioural
considerations. A significant element of judgement is therefore
involved in the calculation of the cost.
Exploration and evaluation assets
The fair value of the Big Bear Gold Project licences, the Dotted
Lake Project licences and the Obonga Greenstone Project Licenses
cannot be reliably estimated. The licence areas are at the very
early stages of exploration and whilst historical data, geophysics,
exploration of the surrounding area and other mining operations
along the greenstone belt exist, until any mineral deposits are
fully understood the directors cannot determine its fair value
reliably. The directors have therefore chosen to value the licences
by reference to the equity instruments granted and measured at the
date of acquisition.
The Group determines that exploration costs are capitalised at
the point the Group has a valid exploration licence. The future
recoverability of capitalised exploration and evaluation
expenditure is dependent on several factors, including the level of
potential resources and whether the Group's licences remain in good
standing.
The directors have considered indicators of impairment as set
out in IFRS 6 and do not believe any such conditions exist and
therefore they have not carried out an impairment review.
Where the directors identify indicators of impairment IFRS 6
requires an impairment test to be carried out in accordance with
IAS 36. To the extent that it is determined in the future that this
capitalised expenditure should be impaired, this will reduce
profits and net assets in the period in which this determination is
made.
The directors believe that there are no other areas that involve
a high degree of judgement or complexity, or areas where
assumptions and estimates are significant to these financial
statements.
3 Segmental information
Continuing activities- Panther Canada
Obonga Project
Panther Metals acquired the Obonga Greenstone Belt in July 2021
and have already identified four prospective primary targets:
Wishbone, Awkward, Survey and Ottertooth. A successful Phase 1
drilling campaign at Wishbone in Autumn 2021 revealed the presence
of significant VMS-style mineralised systems on the property - the
first such discovery across the entire greenstone belt. Intercepts
include 27.3m of massive sulphide in hole one, and 51m of
sulphide-dominated mineralisation in hole two. Both drill holes
contained multiple lenses. Anomalous high-grade copper in lake
sediment close to the target area has also been identified,
increasing confidence in the prospectivity of the location.
Awkward is a highly anomalous magnetic target, interpreted to be
a layered mafic intrusion and magmatic conduit based on mapped
geology and airborne geophysics. Historic sampling in the area
returned anomalous platinum and palladium (Pt, Pd) values, while
historic drilling on the periphery of the target intersected
non-assayed massive sulphide and copper (assumed to be
chalcopyrite), non-assayed disseminated pyrite and chalcopyrite in
coarse gabbro, and non-assayed 'marble cake' gabbro (matching the
description of the Lac des Iles Mine varitexture gabbro ore
zone).
Two additional named targets, Survey and Ottertooth, both
displays further coincident magnetic and electromagnetic anomalies
and are adjacent to the contact between intrusive and extrusive
mafic rocks. Historic drilling at Survey intersected several meters
of massive sulphides in multiple intersections (main parts of the
anomaly remain untested) while Ottertooth remains untested in its
entirety.
Dotted Lake Project
Panther Metals acquired the Dotted Lake Project in July 2020, it
is situated approximately 16km from Barrick Gold's renowned Hemlo
Gold Mine. An extensive soil programme conducted in 2021 identified
numerous gold and base metal targets, all within the same
geological footprint. Following the installation of a new trail
providing direct access to the target location, an initial drilling
programme in Autumn 2021 confirmed the presence of gold
mineralisation within this system with anomalous gold continuing
along strike and present within the surrounding area.
Big Bear Project
The acquisition of various prospects in 2018 and 2019
consolidated previously fragmented areas into the wider Big Bear
umbrella project, priming Panther Metals for extensive and
comprehensive exploration in the area. A total of 253 geophysical
anomalies have been identified, with 39 designated for priority
investigation. Gold in soil anomalies in have been identified in
five areas, ranging up to 0.71g/t, extending up to 250m wide and
open along strike. Gold bearing quartz veins have been outlined
within seven separate areas (two with rock and vein samples grading
1 to 5 g/t Au, four with quartz vein sample assays above 5g/t Au,
and two quartz samples collected at 50m separation on an E-W
trending vein open in both directions returning 105.5g/t Au and
112g/t Au respectively).
The Little Bear Lake and Schreiber prospects are of particular
interest to the company: historic work programmes in 2010 and 2011
targeted an intense magnetic response from both. Assays yielded
from the 1.6km long gold trend included 6m at 1.5g/t Au, up to
53.7g/t Au and 19.25 g/t Ag in rock chip and 18.2g/t Au and 1.03g/t
Ag in soil. Historical bulk sampling reported 150t averaging
17.6g/t Au, while historical drill intersections include 0.55m at
19.2% Zn and 4.6% Cu from 15.2m depth.
As at 31 December 2021 the exploration and evaluation asset
totalled GBP1,334,994 (2020: GBP736,567) relating to project
expenditure. In the financial years to 31 December 2021 and 2020
Panther Canada did not record any turnover and recorded a loss of
GBP12,275 (2020: GBP576) attributable to administrative costs. All
other expenses were capitalised and held as evaluation and
exploration assets in accordance with the Group's accounting
policy.
Continuing activities- Panther Australia
As described in note 4, the Company's ownership of Panther
Australia changed during the year due to a series of issues of
share capital by Panther Metals Limited, culminating in its
successful listing on the Australian Securities Exchange in
December 2021. As a result of this change in ownership and loss of
control, the activities of Panther Australia are no longer
consolidated into the Group and the Company's holding is shown by
way of an investment in an associated company. Segmental
information on Panther Australia is therefore not provided in these
financial statements.
3. Segmental information (continued)
Geographical segments
The Group's assets and liabilities are split by geographic
location in the table below.
As at 31 December 2021
Canada Australia Hong Kong Isle of Group
Man
GBP GBP GBP GBP GBP
Total assets 1,027,762 - - 2,680,837 2,673,685
Total liabilities (1,074,966) (-) (-) (262,944) (262,609)
Net assets (47,204) - - 2,417,893 2,411,076
As at 31 December 2020
Canada Australia Hong Kong Isle of Group
Man
GBP GBP GBP GBP GBP
Total assets 541,865 789,819 - 1,649,124 1,625,339
Total liabilities (543,741) (739,451) (6,130) (59,911) (107,423)
Net assets (1,876) 50,368 (6,130) 1,589,213 1,517,916
4. Change of ownership of Panther Australia
On acquisition of Panther Australia, the fair value of the
assets acquired, and liabilities assumed were as follows:
GBP
Goodwill on acquisition 553,656
Cash and cash equivalents 81,676
635,332
Fair value of issue and in-specie distribution 545,332
Deferred consideration 90,000
635,332
4. Change of ownership of Panther Australia (continued)
On 10 May 2021 the Company announced the completion of the first
stage in the process to pursue a listing of its Australian assets
on the Australian Securities Exchange with the completion of a
pre-IPO seed financing raising AUD$300,000. As a result of the
financing, the interest of Panther in its subsidiary, Panther
Australia, reduced from 100% to 89.3%.
On 7 September 2021, the Company announced that its Australian
subsidiary Panther Metals Limited had appointed Sanlam Private
Wealth Pty Ltd and Kerr Allan Financial Ltd as joint lead managers
as it moves towards listing on the Australian Securities Exchange.
The subsidiary raised AUD$300,000 to fund the listing process and
because of the financing, the interest of the Company in its
Australian subsidiary, had reduced from 89% to 77%.
On 10(th) December 2021, the Company announced that Panther
Metals Limited has successfully listed on the Australian Securities
Exchange raising AUD$5,000,000, thus diluting Panther Metals PLC to
a holding of 36.6%.
As this constituted a loss of control, Panther Australia has
been consolidated to 10 December 2021 in these financial
statements, the disposal of the subsidiary has then been accounted
for and then the investment in a company in which Panther Metals
PLC has significant influence has been accounted for under the
equity method of IAS 28 Investments in Associates and Joint
Ventures. The impact on income statement of these transactions is
stated below. The goodwill on acquisition of GBP553,656 has been
fully derecognised as part of the disposal calculation.
Exceptional Item GBP
Loss on partial disposal of Panther Metals
Limited (469,216)
Gain on change in ownership of Panther
Metals Limited 983,744
Net gain on change in ownership of Panther
Metals Limited 514,528
As at 31 December 2021 the market value of Panther Metals
Limited with reference to its Australian Securities Exchange
registration amounted to AUD$6.72m or GBP3.63m. The summarised
financial information of Panther Metals Limited as at 31 December
2021, its annual reporting date, is as follows:
AUD$
Aggregated Assets 6,174,585
Aggregated Liabilities (270,377)
Total net assets 5,904,208
, Revenues -
Loss for the year 282,372
There are no significant restrictions on the ability of
associates to transfer funds to Panther Metals PLC in the form of
cash dividends in the case they are declared.
5. Operating loss
Year ended Year ended
31 December 31 December
2021 2020
GBP GBP
Operating loss has been arrived at after
charging:
Loss/ (gain) on foreign exchange (41,786) 3,003
Auditors remuneration - audit fees 20,000 18,000
6. Employees
There were no employees of the Group during the year. Director's
remuneration is separately disclosed in the Director's Remuneration
Report on page 30 to 37.
7. Finance and other income
Year ended Year ended
31 December 31 December
2021 2020
GBP GBP
Bank interest received - 64
Grants received - 10,000
- 10,064
The Government put together a package of temporary measures to
support businesses through this period of disruption caused by the
Coronavirus pandemic. The Company was eligible for a one-off grant
of GBP10,000.
8. Taxation
Year ended Year ended
31 December 31 December
2021 2020
GBP GBP
Current tax - -
Deferred tax - -
No reconciliation of the factors affecting the tax charge has
been presented as the Company is incorporated in the Isle of Man
which has a corporation tax rate of 0%.
During the year the Company registered for tax in the UK. The
Company made losses in the year of GBP190,748. The Company has not
recognised a deferred tax asset in relation to these losses on the
basis that there is no certainty that these losses will be
recoverable through future profits.
No tax charge or credit arose on the partial disposal of Panther
Metals Limited.
9. Loss per share
The basic loss per share for the period of -0.21p (2019: -
1.32p) is calculated by dividing the loss for the period by the
weighted average number of Ordinary Shares in issue of 61,606,052
(2020: 50,789,407 Ordinary Shares). Note 16 provides details of the
share issues during the year ended 31 December 2021.
There are 24,831,668 potentially issuable shares all of which
relate to share options issued to Directors and professional
advisers under option (see note 17), the weighted average number of
potential Ordinary Shares in issue is 86,437,720 (2020: 67,604,407
Ordinary Shares). Due to the losses for the period the diluted loss
per share is anti-dilutive and therefore has been kept the same as
the basic loss per share of -0.21p per share.
10. Exploration and evaluation assets
Group Panther Panther Australia Panther
Canada PLC Total
GBP GBP GBP
Net book value
At 1 January 2021 521,862 214,705 - 736,567
Additions 723,434 - 89,698 813,132
Disposals due to
change of ownership - (214,705) - (214,705)
At 31 December 2021 1,245,296 - 89,698 1,334,994
Australia
Exploration and evaluation assets of Panther Australia are no
longer under the control of the Company as at 31 December 2021 and
therefore have been derecognised.
Canada- Dotted Lake Project
Panther Metals acquired the Dotted Lake Project in July 2020, it
is situated approximately 16km from Barrick Gold's renowned Hemlo
Gold Mine.
On 13th July 2020 Panther Canada acquired licences in the Dotted
Lake area for GBP15,628. Geological survey work was undertaken in
September 2020 with a helicopter survey in October 2020 and rock
sampling in November 2020, amounting to GBP53,106.
During the year ended 31 December 2021 expenditure on the
project amounted to GBP105,710
-- An extensive soil programme conducted in 2021 identified
numerous gold and base metal targets, all within the same
geological footprint. Sampling and geological services amounted to
GBP47,355.
-- Following the installation of a new trail providing direct
access to the target location, an initial drilling programme in
Autumn 2021 amounting to GBP58,355 confirmed the presence of gold
mineralisation within this system with anomalous gold continuing
along strike and present within the surrounding area.
10. Exploration and evaluation assets (continued)
Canada- Big Bear Project
The acquisition of various prospects in 2018 and 2019
consolidated previously fragmented areas into the wider Big Bear
umbrella project, priming Panther Metals for extensive and
comprehensive exploration in the area. A total of 253 geophysical
anomalies have been identified, with 39 designated for priority
investigation. Gold in soil anomalies in have been identified in
five areas, ranging up to 0.71g/t, extending up to 250m wide and
open along strike. Gold bearing quartz veins have been outlined
within seven separate areas (two with rock and vein samples grading
1 to 5 g/t Au, four with quartz vein sample assays above 5g/t Au,
and two quartz samples collected at 50m separation on an E-W
trending vein open in both directions returning 105.5g/t Au and
112g/t Au respectively).
The Little Bear Lake and Schreiber prospects are of particular
interest to the company: historic work programmes in 2010 and 2011
targeted an intense magnetic response from both. Assays yielded
from the 1.6km long gold trend included 6m at 1.5g/t Au, up to
53.7g/t Au and 19.25 g/t Ag in rock chip and 18.2g/t Au and 1.03g/t
Ag in soil. Historical bulk sampling reported 150t averaging
17.6g/t Au, while historical drill intersections include 0.55m at
19.2% Zn and 4.6% Cu from 15.2m depth.
In mid-2020,12 additional mining claims were acquired on the Big
Bear Project. Further geological survey work was undertaken with a
helicopter survey in June 2020, line cutting in July 2020 and rock
sampling between July and November 2020. Project work amounted to
GBP152,463.
During the year ended 31 December 2021 expenditure on the
project relating to sampling and geological services amounted to
GBP18,211.
-- At the Big Bear Project, also in May 2021, Panther Canada
submitted a further two Exploration Permit Applications which will
facilitate reconnaissance drill testing and ground IP geophysics
across key prospective targets which have emerged from the results
of the airborne TDEM and Mag geophysics survey completed in August
2020 and the Autumn 2020 fieldwork programme.
-- In June 2021, Panther Canada contracted the experienced
Thunder Bay based Fladgate Exploration Consulting Corporation
("Fladgate") to commence a soil geochemistry sampling programme
over a 1.60km by 0.85km target area coinciding with the Dotted Lake
Exploration Permit area.
Canada- Obonga Greenstone Belt Project
On 2 August 2021, the Company announced the acquisition of 1,128
claims, constituting an almost exclusive exploration holding over
the Obonga Greenstone Belt located approximately 80km north of the
Lac Des Iles Mine and 160km north of Thunder Bay in the Province of
Ontario Canada. The acquisition of claims, consolidating Panther
Canada's new Obonga Project, results from an agreement with Broken
Rock Resources Ltd and Panther's own claim staking strategy which
provides the Company with control of an important mineral belt with
identified and permitted high prospectivity drill-ready base and
precious metal targets.
The acquisition agreement for the 80 claims held by Broken Rock
Resources Ltd, together with associated exploration data and
permits, entails Panther delivering combined cash and stock
consideration together with a right to an additional deferred
consideration and a net smelter return ("NSR") royalty. In
addition, as part of the agreement, Panther has made an exploration
commitment which will be directed towards drilling and associated
exploration works and will designate the 1,084 claims it has staked
directly into the Obonga Project. Consideration for the transaction
consisted of CAD$50,000 in cash, 228,925 Panther shares credited as
fully paid, the right to receive deferred consideration comprising
four tranches of CAD$30,000 in cash each payable within 30 days of
the annual anniversary of the acquisition agreement, followed by a
final payment of CAD$250,000 in cash payable within 30 days of the
fifth anniversary of the date of the acquisition agreement and 1.5%
NSR
10. Exploration and evaluation assets (continued)
royalty (which has provision for Panther to reduce the royalty
to 1.0% NSR through a CAD$3,000,000 buy-back). As part of the
transaction Panther also awarded 500,000 share options with an
exercise price of 13p per share and a life of five years. The total
consideration package on the project amounted to GBP301,496.
In November 2021 the Company agreed a deal to take an option on
four further properties on the Obonga greenstone belt to supplement
its landholding in the area. The headline consideration was
CAD$30,000.00 upfront and an ongoing payment of CAD $10,000.00 per
year for the three consecutive years of the agreement and the final
payment of CAD $200,000. The final payment is contingent on success
in the ground. The total consideration package on the project
recognised in year amounted to GBP34,904.
During the year ended 31 December 2021 expenditure on the
project amounted to GBP263,102.
-- A successful Phase 1 drilling campaign at Wishbone in Autumn
2021 costing GBP69,815 revealed the presence of significant
VMS-style mineralised systems on the property - the first such
discovery across the entire greenstone belt. Intercepts include
27.3m of massive sulphide in hole one, and 51m of
sulphide-dominated mineralisation in hole two. Both drill holes
contained multiple lenses. Anomalous high-grade copper in lake
sediment close to the target area has also been identified,
increasing confidence in the prospectivity of the location.
-- Geological services relating to the work amounting to GBP93,513.
-- Surveying and sampling costs of GBP99,774.
Panther Metals PLC
The Company directly holds a small amount of exploration and
evaluation assets in projects in Queensland and Mauritania.
The technical feasibility and commercial viability of extracting
a resource are not yet demonstrable in the above exploration and
evaluation assets. When technical feasibility and commercial
viability is established, and the criteria is met they will be
transferred to Property, Plant and Equipment.
11. Investments
Company
Movements in Investments Investments
in subsidiaries
and associates
GBP
Cost
At 1 January 2020 635,333
Addition -
At 31 December 2020 635,333
Additions 228,580
Net gain on partial
disposal 301,615
At 31 December 2021 1,165,528
Net book value
At 31 December 2021 1,165,528
At 31 December 2020 635,333
On 10 December 2021, the Company announced that its 100% owned
subsidiary based in Australia, Panther Metals Limited, listed on
the ASX, raising AUD$5m. The Company's shareholding reduced because
of this dilution to 36.6% but the investment above now reflects its
share of the underlying net assets of the ASX listed entity (see
note 4).
As part of the preparation for this listing, the balances
between the trading companies in the Group, Panther Metals PLC,
Panther Metals (Canada) Ltd and Panther Metals Ltd were aggregated
and simplified as at 31 July 2021, resulting in a capitalisation of
a net balance due from Panther Metals Limited to Panther Metals PLC
of GBP228,580.
The Company's investments at the balance sheet date comprise
ownership of the ordinary share capital of the following
companies:
Subsidiary Ownership Nature of
Country of Incorporation business
Lonnus (M) Sdn Bhd 100% Malaysia Dormant
Panther Metals (Canada) Ltd 100% Canada Exploration
Panther Metals Ltd 36.6% Australia Exploration
Parthian Resources (HK) Ltd 100% Hong Kong Non-trading
The subsidiary companies use the Company's business address of
Eastways Enterprise Centre,
7 Paynes Park, Hitchin, Hertfordshire, SG5 1EH as their
registered office.
12. Receivables
Group Company
As at As at As at As at
31 December 31 December 31 December 31 December
2021 2020 2021 2020
GBP GBP GBP GBP
Amounts falling due within
one period
Amounts due from subsidiaries - - 1,292,657 990,279
Prepayments 21,315 71,072 21,315 22,512
Other receivables 51,443 22,850 13,983 1,000
72,758 93,922 1,327,955 1,013,791
13. Cash and cash equivalents
Cash and cash equivalents comprise cash held at bank.
14. Trade and other payables
Group Company
As at As at As at As at
31 December 31 December 31 December 31 December
2021 2020 2021 2020
GBP GBP GBP GBP
Trade payables 2,072 51,481 2,587 20,909
Accruals 35,473 55,942 35,473 39,002
Deferred consideration
(note 15) 23,047 - 23,047 -
60,592 107,423 61,107 59,911
15. Provision for Deferred Consideration
Group Company
As at As at As at As at
31 December 31 December 31 December 31 December
2021 2020 2021 2020
GBP GBP GBP GBP
Current Liabilities
payable within 1 year
Amount due to Broken
Rock 17,285 - 17,285 -
Amount due to Aki Siltamaki 5,762 - 5,762 -
23,047 - 23,047 -
Non-Current Liabilities
Amounts due to Broken
Rock 190,626 - 190,626 -
Amount due to Aki Siltamaki 11,392 - 11,392 -
202,018 - 202,018 -
On 2 August 2021, the Company announced the acquisition of 1,128
claims, constituting an almost exclusive exploration holding over
the Obonga Greenstone Belt located approximately 80km north of the
Lac Des Iles Mine and 160km north of Thunder Bay in the Province of
Ontario Canada. The acquisition of claims, consolidating Panther
Canada's new Obonga Project, results from an agreement with Broken
Rock Resources Ltd and Panther's own claim staking strategy which
provides the Company with control of an important mineral belt with
identified and permitted high prospectivity drill-ready base and
precious metal targets. The acquisition agreement for the 80 claims
held by Broken Rock Resources Ltd, together with associated
exploration data and permits, entails Panther delivering combined
cash and stock consideration together with a right to an additional
deferred consideration and a net smelter return ("NSR") royalty. In
addition, as part of the agreement, Panther has made an exploration
commitment which will be directed towards drilling and associated
exploration works and will designate the 1,084 claims it has staked
directly into the Obonga Project.
Consideration for the Broken Rock transaction consisted of
CAD$50,000 in cash, 228,925 Panther shares credited as fully paid,
the right to receive deferred consideration comprising four
tranches of CAD$30,000 in cash each payable within 30 days of the
annual anniversary of the acquisition agreement, followed by a
final payment of CAD$250,000 in cash payable within 30 days of the
fifth anniversary of the date of the acquisition agreement and 1.5%
NSR royalty (which has provision for Panther to reduce the royalty
to 1.0% NSR through a CAD$3,000,000 buy-back). As part of the
transaction Panther also awarded 500,000 share options with an
exercise price of 13p per share and a life of five years.
In November 2021 the Company agreed a deal with Aki Siltamaki to
take an option on four further properties on the Obonga greenstone
belt to supplement its landholding in the area. The headline
consideration was CAD$30,000.00 upfront and an ongoing payment of
CAD $10,000.00 per year for the three consecutive years of the
agreement and the final payment of CAD $200,000. The final payment
is contingent on success in the ground.
16. Share capital
The table below presents the number of Old Ordinary Shares
before the Share Consolidation and the new Ordinary Shares after
for each equity transactions that occurred in the year ended 31
December 2021 and the comparative period to 31 December 2020.
Number
of new
Ordinary Share
shares Capital
No GBP
Allotted, issued and fully paid:
At 1 January 2020 33,513,302 1,958,071
Share issue on 9 January 2020 13,716,666 823,000
Share issue to Australian Consultants 1,500,000 90,000
Share issue upon exercising Subscription
warrants 166,667 11,917
Share issue on 13 July 2020 3,846,153 250,000
Share issue upon exercising Subscription
warrants 166,666 11,833
Share issue upon exercising Bookrunner
warrants 1,218,492 137,690
Share issue on 9 December 2020 3,000,000 300,000
Share issue to acquire Merolia Gold Project 734,473 92,910
As at 31 December 2020 57,862,419 3,675,421
Share issue on 23 April 2021 1,666,666 200,000
Share issue upon exercising Subscription
warrants 20 May 1,318,331 177,975
Share issue upon exercising Subscription
warrants 9 July 333,334 44,167
Share issue upon exercising Subscription
warrants 29 July 181,667 23,163
Shares issued as consideration for Obonga
transaction 228,925 31,191
Share issue on 22 September 2021 5,250,000 630,000
As at 31 December 2021 66,841,342 4,781,917
On 9 January 2020, the Company raised GBP823,000 (before
expenses) following the placing of 13,716,666 Ordinary Shares at a
price of 6 pence per share on the Main Market of the London Stock
Exchange. A further 1,500,000 Ordinary Shares were issued to
Australian consultants in connection with the acquisition of
Panther Metals Pty Limited at Admission.
On 19 June 2020 the Company announced that it has received
notice of exercise of 166,667 Subscription Warrants to acquire
166,667 shares of no par value at a price of 6p per share for a
cash consideration of GBP10,000. The admission of those shares took
place on 25 June 2020.
On 13 July 2020, the Company issued 3,846,153 new Ordinary
Shares at a price of 6.5 pence per share in connection with a
placing raising GBP250,000. The admission of those shares took
place on 16 July 2020.
16. Share capital (continued)
On 12 August 2020 the Company announced that it has received
notice of exercise of 166,666 Subscription Warrants to acquire
166,666 shares of no par value at a price of 6p per share for a
cash consideration of GBP10,000. The admission of those shares took
place on 17 August 2020.
On 4 November 2020 the Company announced that it has received
notice of exercise of 1,218,492 Bookrunner Warrants to acquire
1,218,492 shares of no par value at a price of 6p per share for a
cash consideration of GBP64,580. The admission of those shares took
place on 10 November 2020.
On 4 December 2020, the Company issued 3,000,000 new Ordinary
Shares at 10p per share in connection with a placing raising
GBP300,000. The admission of those shares took place on 9 December
2020.
In December 2020, Panther Australia acquired the Merolia Gold
Project from White Cliffs Limited, with an AUD$112,500 payment in
cash and the issue of 734,473 new Ordinary Shares of 12.65p in
Panther Metals PLC, a total value in sterling of GBP155,576, of
which GBP92,910 was represented by new Ordinary Shares.
On 21 April 2021, the Company announced the completion of a
private placing for a total of 1,666,666 ordinary shares at a price
of 12p raising a total of GBP200,000. The admission of those shares
took place on 23 April 2021.
On 17 May 2021, the Company announced that it has received
notice of exercise of a total of 1,318,331 warrants with an
exercise price of 6p per share, raising GBP79,100 for the Company.
The admission of those shares took place on 20 May 2021.
On 9 July 2021, the Company announced that it has received
notice of exercise of a total of 333,334 warrants with an exercise
price of 6p per share, raising GBP20,000 for the Company. The
admission of those shares took place on 14 July 2021.
On 29 July 2021, the Company announced that it has received
notice of exercise of a total of 181,667 warrants with an exercise
price of 6p per share, raising GBP10,900 for the Company. The
admission of those shares took place on 3 August 2021.
On 2 August 2021, the Company announced the acquisition of 1,128
claims over the Obonga Greenstone Belt located approximately 80km
north of the Lac Des Iles Mine and 160km north of Thunder Bay in
the Province of Ontario Canada. Part of the consideration for the
transaction was 228,925 Panther shares credited as fully paid. The
admission of those shares took place on 5 August 2021.
On 22 September 2021 the Company announced completion of a
capital raise for a total of 5,250,000 ordinary shares of no par
value (the "Placing Shares"), raising GBP630,000 before expenses,
at a price of 12p per Placing Share. Each Placing Share will be
issued with a one-for-one warrant attached. The warrants have an
exercise price of 18p and a 24-month life. The warrants are subject
to an accelerator, shortening the exercise period, if the volume
weighted average price of the Company's shares exceeds 30p for five
consecutive trading days. The admission of those shares took place
on 29 September 2021.
17. Share based payment transactions
Equity settled share-based payments
On 10 May 2018, 20,000,000 share options were awarded to certain
directors, exercisable at 0.2 pence per share and six months after
their grant. They could be exercised at any time between this date
and to the day before the third anniversary of their grant, being
9(th) May 2021.If the option holders exercised 50% or more of their
options before the first anniversary of their grant, the holders
received, upon exercise of each option, one new bonus option with
an exercise price of 0.5 pence each, expiring at the same date as
the original options. Following the Share Consolidation, the May
2018 options were rebased to 1,000,000 share options exercisable at
4 pence per share and the bonus options are rebased to 1,000,000
share options at 10 pence per share. 500,000 options were exercised
in the period entitling the holders to 500,000 bonus options. The
remaining 500,000 bonus options were forfeited. On 9 May 2021 the
Company had not received notice of exercise of any of the May 2018
or Bonus options and therefore these 1,000,000 options expired at
this date and were forfeited.
On 9 January 2020, following the Placing, a total of 1,483,492
warrants were issued to the Company's brokers ("Bookrunner
Warrants") exercisable at a price of 6 pence per Ordinary Share and
at any time from admission until the second anniversary of
admission. A total of 13,716,666 warrants ("Placing Warrants") were
issued to participants in the Placing on a one for one basis. The
Placing Warrants are exercisable at a price of 12 pence per
Ordinary Share and at any time from admission until the second
anniversary of admission.
On 17 May 2021, the Company announced that it has received
notice of exercise of a total of 1,318,331 Subscription warrants
with an exercise price of 6p per share, raising GBP79,100 for the
Company. The admission of those shares took place on 20 May 2021.
On 9 July 2021, the Company announced that it has received notice
of exercise of a total of 333,334 Subscription warrants with an
exercise price of 6p per share, raising GBP20,000 for the Company.
The admission of those shares took place on 14 July 2021. On 29
July 2021, the Company announced that it has received notice of
exercise of a total of 181,669 Subscription warrants with an
exercise price of 6p per share, raising GBP10,900 for the Company.
The admission of those shares took place on 3 August 2021.
On 2 August 2021, the Company announced the acquisition of 1,128
claims, constituting an almost exclusive exploration holding over
the Obonga Greenstone Belt located approximately 80km north of the
Lac Des Iles Mine and 160km north of Thunder Bay in the Province of
Ontario Canada. As part of the transaction Panther also awarded
500,000 share options with an exercise price of 13p per share and a
life of five years.
On 20 August 2021 the Company announced the grant of 4,600,000
options to the Panther management team consisting of directors and
staff members. All the options have a 5-year term from the date of
grant and an exercise price of 15p per share. The options all are
subject to the vesting condition of the price of the Company's'
ordinary shares at a volume weighted average price of 30p per share
over any period of 120 trading days during the life of the
options.
On 22 September 2021 the Company announced completion of a
capital raise for a total of 5,250,000 ordinary shares of no par
value (the "Placing Shares"), raising GBP630,000 before expenses,
at a price of 12p per Placing Share. Each Placing Share was issued
with a one-for-one warrant attached. The warrants have an exercise
price of 18p and a 24-month life. The warrants are subject to an
accelerator, shortening the exercise period, if the volume weighted
average price of the Company's shares exceeds 30p for five
consecutive trading days.
17. Share based payment transactions (continued)
Options and warrants issued, cancelled and outstanding at the
year end
At 1 At Weighted
January 31 Dec average
2021 2021 exercise
No of No of price
options Issued Forfeited Exercised options (pence)
May 2018 500,000 (500,000) - -
Bonus options 500,000 (500,000) - -
Subscription
Warrants 1,833,334 (1,833,334) - -
Bookrunner
Warrants 265,000 - - 265,000 0.06
Placing Warrants-
Jan 20 13,716,666 - - - 13,716,666 0.12
Obonga options - 500,000 - - 500,000 0.13
Management
options 4,600,000 4,600,000 0.15
Placing Warrants-
Sept 2021 - 5,250,000 - - 5,250,000 0.18
16,815,000 10,350,000 (1,000,000) (1,833,334) 24,331,666 0.64
Options and warrants outstanding and exercisable at the year
end
No of options, Exercise Weighted
vested price (p) average
and exercisable contractual
life Expiry date
(years)
Bookrunner Warrants 1,483,492 6 0.18 8 March 2022
Placing Warrants-
Jan 2020 13,716,666 12 0.18 8 March 2022
Obonga options 500,000 13 4.59 4 August 2026
Management options 4,600,000 15 4.64 20 August 2026
Placing Warrants-
Sept 2021 5,250,000 18 2.73 22 September 2024
On 20 December 2021 the Company announced the extension of the
expiry date of the 6p Bookrunner Warrants and the 12p Placing
Warrants from 8 January 2022 to 8 March 2022.
A Black-Scholes model has been used to determine the fair value
of the share options and warrants on the date of grant. The model
assesses several factors in calculating the fair value. These
include the market price on the date of grant, the exercise price
of the share options, the expected share price volatility of the
Company's share price, the expected life of the options, the
risk-free rate of interest and the expected level of dividends in
future periods.
17. Share based payment transactions (continued)
For those options granted where IFRS 2 "Share-Based Payment" is
applicable, the fair values were calculated using the Black-Scholes
model. The inputs into the model were as follows:
Date of grant Risk free Share price Expected Share price
rate volatility life at grant date
Bookrunner Warrants 0.66% 45.0% 2 years 0.0800
Placing Warrants-
Jan 2020 0.66% 45.0% 2 years 0.0750
Obonga options-
August 2021 0.66% 55% 5 years 0.1363
Management options-
August 2021 0.77% 55% 5 years 0.1175
Placing Warrants-
Sept 2021 0.77% 55% 2 years 0.1325
The total charge to the consolidated statement of comprehensive
income for the year to 31 December 2021 was GBP15,224 (2020:
GBP155,747).
18. Financial instruments
The following financial instruments were held at the balance
sheet date:
Group Company
As at As at As at As at
31 December 31 December 31 December 31 December
2021 2020 2021 2020
GBP GBP GBP GBP
Financial assets
Amounts due from related
parties - - 1,292,657 990,279
Other receivables 51,443 22,850 13,983 1,000
Cash and cash equivalents 100,586 241,194 - -
152,029 264,044 1,3066,640 991,279
Financial liabilities
Trade payables 2,072 51,481 2,587 20,909
Accruals 35,473 51,442 35,473 39,002
Deferred consideration 225,065 - 225,065 -
262,791 102,923 263,125 59,911
18. Financial instruments (continued)
Financial risk management objectives
In the normal course of its operations the Group is exposed to a
variety of risks from both its operating and investing activities.
The Group's risk management is coordinated by the Board of
Directors and focuses on actively securing the Group's short to
medium term cash flows.
The main risks the Group is exposed to through its financial
instruments are capital management risk, credit risk, market risk
and liquidity risk.
Capital risk management
The Group manages its capital to ensure that it will be able to
continue as a going concern while maximizing the return to
stakeholders through the optimisation of the equity balance. The
capital structure of the Group consists of equity attributable to
equity holders consisting of issued share capital, reserves and
retained losses as disclosed in the Statement of Financial
Position.
Credit risk
Credit risk is the risk of financial loss to the Group if a
counterparty to a financial instrument fails to meet its
contractual obligations. The Company has borrowings outstanding
from its subsidiaries, the ultimate realisation of which depends on
the successful exploration and realisation of the Group's
evaluation and exploration assets.
Market risk
The Group will incur exploration costs in US, Canadian Dollars
but it has raised capital in GBPSterling and its banking facilities
are based in the UK and Canada. Fluctuations in exchange rates of
the US Dollar and Canadian Dollar against GBP Sterling may
materially affect the Group's translated results of operations.
The Company does not enter forward exchange contracts to
mitigate the exposure to foreign currency risk as amounts paid and
received in specific currencies are expected to largely offset one
another and the currencies most widely traded are relatively
stable.
As the Group's activities continue to develop the Board of
Directors will monitor the exposure to foreign currency risk. No
sensitivity analysis has been prepared on the basis that the
effects are minimal.
Liquidity risk
Liquidity risk is the risk the Group will not be able to meet
its financial obligations as they fall due. The ultimate
responsibility for liquidity risk management rests with the Board
of Directors, which monitor's the Company's short-, medium- and
long-term funding and liquidity management requirements. The
Company's liquidity risk arises in supporting the exploration
activities of its subsidiaries whilst also having sufficient
resources to maintain the Company's listing status and
overheads.
The Board of Directors maintains detailed working capital
forecasts and exploration budgets to ensure sufficient resources
exist to fund the Group's short-term plans. The Board will seek to
raise funds from share capital to fund its medium to long term
plans.
The Group's financial liabilities, consisting of trade and other
payables, were settled within four weeks of the year end.
19. Financial commitments
Big Bear and Dotted Lake financial commitments
The project licences held by Panther Canada are subject to
minimum spend requirements and to retain the licences the Group is
committed to spend CAD$143,000 in the next 12 months (2020:
CAD$48,591).
Obonga financial commitments
On 2 August 2021, the Company announced the acquisition of 1,128
claims, constituting an almost exclusive exploration holding over
the Obonga Greenstone Belt located approximately 80km north of the
Lac Des Iles Mine and 160km north of Thunder Bay in the Province of
Ontario Canada. The acquisition of claims, consolidating Panther
Canada's new Obonga Project, results from an agreement with Broken
Rock Resources Ltd and Panther's own claim staking strategy which
provides the Company with control of an important mineral belt with
identified and permitted high prospectivity drill-ready base and
precious metal targets.
The acquisition agreement for the 80 claims held by Broken Rock
Resources Ltd, together with associated exploration data and
permits, entails Panther delivering combined cash and stock
consideration together with a right to an additional deferred
consideration and a net smelter return ("NSR") royalty. In
addition, as part of the agreement, Panther has made an exploration
commitment which will be directed towards drilling and associated
exploration works and will designate the 1,084 claims it has staked
directly into the Obonga Project.
Consideration for the transaction consisted of CAD$50,000 in
cash, 228,925 Panther shares credited as fully paid, the right to
receive deferred consideration comprising four tranches of
CAD$30,000 in cash each payable within 30 days of the annual
anniversary of the acquisition agreement, followed by a final
payment of CAD$250,000 in cash payable within 30 days of the fifth
anniversary of the date of the acquisition agreement and 1.5% NSR
royalty (which has provision for Panther to reduce the royalty to
1.0% NSR through a CAD$3,000,000 buy-back). The deferred
consideration elements of this transaction are disclosed in note
15. As the likelihood of paying the NSR royalty is currently
remote, no provision for these payments has been made in these
financial statements.
In November 2021 the Company agreed a deal to take an option on
four further properties on the Obonga greenstone belt to supplement
its landholding in the area. The headline consideration was
CAD$30,000.00 upfront and an ongoing payment of CAD $10,000 per
year for the three consecutive years of the agreement and the final
payment of CAD $200,000. The final payment is contingent on success
in the ground and so has not been provided for in these financial
statements based on the likelihood of an outflow being remote at
this stage.
The project licences held by Panther Canada at Obonga are
subject to minimum spend requirements and to retain the licences
the Group is committed to spend CAD$55,600 in the next 12 months
(2020: CAD$nil).
20. Related party transactions
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation. The Group
has therefore elected not to disclose transactions between the
Company and its subsidiaries, as permitted by IAS 24.
KPA Consulting Limited, a company owned by Kate Asling, charged
the Company GBPnil (2020: GBP12,000) in respect of accounting and
consultancy services and GBPnil (2020: GBP3,000) in relation to
director's fees.
Mining Analyst Consulting Limited, a company owned by Nicholas
O'Reilly, charged Panther Canada GBP12,667 (2020: GBP13,404) in
respect of geological consultancy services, GBPnil (2020: GBP3,600)
in relation to director's fees and GBP18,000 (2020: GBPnil) in
relation to accounting and consultancy services.
Haywood Sener Limited, a company owned by a person connected to
a director, charged the Company GBP6,028 (2020: GBP3,061) in
respect of website maintenance and development services.
Directors' remuneration is detailed within the Directors'
Remuneration Report on pages 29 to 36. During the year ended 31
December 2021, Directors' remuneration has been paid in fees to
service companies and to individuals as salaries (through payroll).
The fees paid to Directors were paid to the following service
companies (figures include consultancy fees noted above):
Fees paid to Directors' service companies
Year ended Year ended
31 December 31 December
Company Name Director 2021 2020
GBP GBP
Hazelwood Glass Limited D Hazelwood - 11,667
CoMo Investment Solutions M Smith 25,000 21,142
Matrix Exploration Pty K Sener 15,157 11,647
Aslan Capital K Sener - 3,882
Assendon Associates Ltd S Rothschild - 3,000
Mining Analyst Consulting
Limited N O'Reilly 30,667 17,004
KPA Consulting Limited K Asling - 15,000
70,824 83,342
21. Subsequent events
On 7 March 2022, the Company announced the placing of 4,500,000
ordinary shares raising gross proceeds of approximately GBP360,000.
Admission of the shares took place on 10 March 2022.
On 8 March 2022, the Company announced that it has received
notice of exercise of a total of 265,242 warrants with an exercise
price of 6p per share, raising GBP15,915 for the Company. Admission
of the shares took place on 11 March 2022.
On 22 March 2022 the Company announced the acquisition of
thirteen single cell mining claims that provide coverage for the
interpreted eastward strike extension side of the Awkward intrusive
conduit target at the Awkward Prospect the Obonga greenstone belt.
The Awkward Prospect is an upcoming drill target for Panther.
On 7 April 2022 the Company announced the signing of a sale
agreement (the "Agreement") for the transfer of 128 mining claims
("Claims"), constituting the Company's Big Bear Project ("Big
Bear") located on the Schreiber-Hemlo Greenstone Belt. Under the
terms of the agreement the Company's Canadian subsidiary Panther
Metals (Canada) Limited has agreed to transfer the Claims,
associated data, and documentation (the "Sale") to Fulcrum Metals
(Canada) Ltd., the Canadian subsidiary of Fulcrum Metals Limited,
("Fulcrum") an Irish registered company, which is seeking an
initial public offering ("IPO") on the AIM Market of the London
Stock Exchange Group PLC.
As consideration for the sale upon Fulcrum IPO Panther will be
issued with; 20% of the entire issued share capital in Fulcrum as
Consideration Shares; a payment of GBP200,000 and the grant of a 2%
net smelter return ("NSR") royalty. The Agreement is conditional
upon, inter alia, Fulcrum being admitted to trading on the AIM
Market of the London Stock Exchange Group PLC. The longstop date of
the Agreement completion is 31 October 2022. In the event that
completion does not occur before the longstop date Panther will be
due a payment of 50,000 Euro from Fulcrum.
The sale will supplement Panther's Dotted Lake property through
indirect exposure to early-stage gold and base metal exploration
over a further four properties on the Schreiber-Hemlo Greenstone
Belt; with an additional two properties on the Dayohessarah Lake
Greenstone and the Michipicoten Greenstone Belt; whilst
diversifying commodity exposure through Fulcrum's two uranium
exploration properties in the vicinity of the Athabasca Basin in
Saskatchewan1.
On 7 April 2022 the Company announced that it had entered into
an option and sale and purchase agreement (the "Agreement") with
Shear Gold Exploration Corporation ("Shear Gold") to purchase a
substantial claim holding (the "Shear Gold Project" or "Project")
including the West Limb and Glass Reef gold properties, on the
Eagle - Manitou Lakes Greenstone Belt.
The Shear Gold Project covers a total area of approximately
98km2 and is located within the gold endowed Kenora Mining
District, approximately 300km east of Thunder Bay and equidistant
between the towns of Fort Frances and Dryden in north-western
Ontario, Canada.
The terms of the Agreement are set out below.
A cash consideration of $11,325 Canadian dollars ("CAD$") has
been paid to Shear Gold Exploration Corporation in order to secure
the option and sale and purchase agreement, under which Panther has
committed to:
-- a minimum spend commitment of:
-- CAD$325,000 to be expended over years one and two; and
-- a further CAD$400,000 to be expended between the second and
fourth annual anniversaries of the Agreement. Any excess spend in
years one and two can be offset against expenditure in years three
and four.
-- grant Shear Gold a net smelter return ("NSR") royalty of 2%
over the 32 multicell mining claims (the "Claims") covered in the
Agreement. Panther can elect to purchase 50% of the NSR (reducing
the remaining royalty to 1%) for the sum CAD$1M at any time.
-- Panther Metals PLC can elect at any time to purchase the
Claims outright through a payment of CAD$250,000 to Shear Gold.
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END
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