ANNUAL REPORT AND
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
1
CONTENTS
STRATEGY AND PERFORMANCE
4
Chairman’s Statement
6
Strategic Report
GOVERNANCE
25
Corporate Governance Statement
28
Compliance with the QCA Code of Practice
32
Directors’ Report
34
Statement of Directors’ Responsibilities
35
Directors’ Remuneration Report
INDEPENDENT AUDITOR’S REPORT
44
Independent Auditor’s Report
FINANCIAL STATEMENTS
52
Consolidated Statement of Comprehensive Income
53
Consolidated and Company Statement of Financial Position
54
Consolidated and Company Statement of Cash Flows
55
Consolidated Statement of Changes in Equity
56
Company Statement of Changes in Equity
57
Notes to the Financial Statements
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Directors
Darren Hazelwood (Chief Executive Officer)
Mitchell Patrick Smith (Chief Operating Officer)
Nicholas O’Reilly (Non-Executive Chairman)
Simon Rothschild (Non-Executive Director)
Kate Asling (Non-Executive Director)
Ahmet Kerim Sener (resigned 10 December 2021)
Secretary
Cavendish Secretaries Limited
Company number
009753V (Isle of Man )
Registered oce
Auditors
Keelings Limited
Broad House
The Broadway
Old Hatfield
Hertfordshire
AL9 5BG
Bankers
Bank of Montreal
595 Burrard Street
Vancouver
V7X1L7
Canada
Lloyds Bank PLC
1 Bancroft
Hitchin
SG25 1JQ
Registrars
Computershare Investor Services (Jersey) Limited
Queensway House,
Hilgrove Street
St. Helier
Jersey
JE1 1ES
COMPANY INFORMATION
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
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).
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
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 to 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
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
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Results
The loss for this year after taxation was £126,269
(2020: £668,198) and at company level £190,748
(2020: £611,688).
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 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.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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 £940,000 in the
year ended 31 December 2021 through a combination
of issuing new shares and warrant conversions.
•
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
following an unsolicited approach from two high net
worth investors raising a total of £200,000.
•
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 £79,100 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 £20,000 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 £10,900 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 £630,000 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.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
Copper
Island
Lake
Superior
North Shore
Terrace Bay
Schreiber
Priske
BIG BEAR
LAKE
AGUASABON
FALLS & GORGE
Hays
Lake
•
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 31 October 2021.
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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 2,500m2
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.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
OlgaLakeArea
HEMLO
White Lake Area
DOTTED
LAKE
Wabikoba LakeArea
18.52km
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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 24th 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.
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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.”
Obonga
Lake
Awkward
Lake
Myles
Lake
AWKWARD
SURVEY
WISHBONE
OTTERTOOTH
H
H
T
H
H
TH
O
H
TH
H
H
H
H
T
H
H
O
O
O
TO
R
R
D
D
RD
R
R
R
AR
WA
KW
AR
WA
W
KW
RD
R
R
R
R
R
E
EY
VE
RV
E
VE
RV
Y
Y
EY
Y
EY
E
Y
E
E
E
S
S
RV
U
SU
S
UR
SU
S
S
S
S
H
H
S
S
HB
H
B
HB
H
H
H
S
S
I
WIS
W
W
IS
WIS
W
W
W
SH
S
S
S
PANTHER METALS
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
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PANTHER METALS
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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.
•
The 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.
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
1918
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
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
www.panthermetals.com.au.
The two key updates from the report are provided here:
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.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
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PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
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 £360,000. 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
£15,915 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 £200,000 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.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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 98km
2
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
£2,411,075
£1,517,916 59%
Market
Capitalisation
£7.85m
£8.68m -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.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
2322
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
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 £ Sterling
The Group will incur exploration costs in US and
Canadian Dollars but it has raised capital in £ Sterling.
Fluctuations in exchange rates of the US Dollar and
Canadian Dollar against £ Sterling may materially affect
the Group’s translated results of operations. In addition,
given the relatively small size of the Group, it may not
be able to effectively hedge against risks associated
with currency exchange rates at commercially realistic
rates. Accordingly, any significant adverse fluctuations in
currency rates could have a material adverse effect on
the Group’s business, financial condition and prospects
to a much greater extent than might be expected for a
larger enterprise.
The Group will need additional financial resources
if it moves into commercial exploitation of any
mineral resource that it discovers
Whilst the Group has sufficient financial resources
to conduct its planned exploration activities, meet its
committed licence obligations and cover its general
operating costs and overheads for at least 12 months,
the Group will need additional financial resources if it
wishes to commercially exploit any mineral resource
discovered because of its exploration activity.
The Group has budgets for all near and short-term
activities and plans, however in the longer term the
potential for further exploration, development and
production plans and additional initiatives may arise,
which have not currently been identified and which may
require additional financing which may not be available
to the Group when needed, on acceptable terms, or
at all. If the Group is unable to raise additional capital
when needed or on suitable terms, the Group could
be forced to delay, reduce, or eliminate its exploration,
development, and production efforts.
Even if the Group makes a commercially viable
discovery in the future there are significant risks
associated with the ability of such a discovery
generating any operational cashflows
The economics of developing mineral properties
are affected by many factors including the cost of
operations, variations of the grade of ore mined,
fluctuations in the price of the minerals being mined,
fluctuations in exchange rates, costs of development,
infrastructure and processing equipment and such other
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.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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
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 £940,000 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 £100,586 (2020: £241,194).
On 7 March 2022, the Company announced the
placing of 4,500,000 Ordinary Shares raising gross
proceeds of approximately £360,000. 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.
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
2524
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
Stakeholder Engagement
The Company did not have any employees during the Reporting Period and therefore this stakeholder engagement
statement does not refer to how we consider their interests. The Company will monitor the need to incorporate the
interests of employees in its decision making as the Company grows.
The table below acts as our stakeholder engagement statement by setting out the key stakeholder groups, their
interests and how Panther Metals engages with them. Given the importance of stakeholder focus, long-term
strategy and reputation to the Company, these themes are also discussed throughout this Annual Report.
Stakeholder Their interests How we engage
Investors
•
Comprehensive review of financials
•
Business sustainability
•
High standard of governance
•
Success of the business
•
Ethical behaviour
•
Awareness of long-term strategy
and direction
•
Regular reports and analysis on
investors and shareholders
•
Annual Report
•
Company website
•
Shareholder circulars
•
AGM
•
RNS announcements
•
Press releases
Regulatory Bodies
•
Compliance with regulations
•
Company reputation
•
Insurance
•
Company website
•
RNS announcements
•
Annual Report
•
Direct contact with regulators
•
Compliance updates at Board
•
Meetings
•
Consistent risk review
Partners
•
Business strategy
•
Application of acquisition strategy
•
Meetings and negotiations
•
Reports and proposals
•
Dialogue with third party
stakeholders where appropriate
The stakeholder engagement statement should be read in conjunction with the full Strategic Report and the
Company’s Corporate Governance Statement.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
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,
and meets normally not less than twice each year. The
Nomination Committee is responsible for reviewing
succession plans for the Directors.
The Company has adopted and will operate a share
dealing code governing the share dealings of the
Directors of the Company and applicable employees
with a view to ensuring compliance with the Market
Abuse Regulation.
The Company has adopted, a share dealing policy
regulating trading in the Company’s shares for the
Directors and other persons discharging managerial
responsibilities (and their persons closely associated)
which contains provisions appropriate for a company
whose shares are admitted to trading on the Official
List (particularly relating to dealing during closed
periods which will be in line with the Market Abuse
Regulation). The Company will take all reasonable steps
to ensure compliance by the Directors and any relevant
employees with the terms of that share dealing policy.
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CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
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).
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
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 Office
27 April 2022
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COMPLIANCE WITH THE QCA CODE OF PRACTICE
FOR THE YEAR ENDED 31 DECEMBER 2021
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.
COMPLIANCE WITH THE QCA CODE OF PRACTICE
FOR THE YEAR ENDED 31 DECEMBER 2021
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 page 25.
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 26
to 27. 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.
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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 t 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.
COMPLIANCE WITH THE QCA CODE OF PRACTICE
FOR THE YEAR ENDED 31 DECEMBER 2021
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DIRECTOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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 17.
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
Ordinary
Shares
% of
Share
Capital
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 £nil
(2020: £30) during the reporting period.
DIRECTOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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 £940,000 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 £100,586 (2020: £241,194).
On 7 March 2022, the Company announced the
placing of 4,500,000 Ordinary Shares raising gross
proceeds of approximately £360,000. 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
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STATEMENT OF DIRECTOR’S RESPONSIBILITIES
FOR THE YEAR ENDED 31 DECEMBER 2021
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 director’s responsibility also
extends to the ongoing integrity of the financial
statements contained therein.
They are further responsible for ensuring that the
Strategic report and the Director’s Report and other
information included in the Annual Report and
Financial Statements is prepared in accordance with
applicable law in the Isle of Man and certain applicable
provisions of the Listing Rules of the UK Financial
Conduct Authority and the Disclosure Guidance and
Transparency Rules.
The directors, after making enquiries, have a reasonable
expectation that the Company has adequate resources
to continue in operational existence for the foreseeable
future. They therefore continue to adopt the going
concern basis in preparing the accounts.
Auditors
Keelings Ltd has signified its willingness to continue as
independent auditors to the Company.
Website Publication
The maintenance and integrity of the Panther Metals
PLC website is the responsibility of the Directors. The
work carried out by the independent auditors does not
involve the consideration of these matters and,
accordingly, the independent auditors accept no
responsibility for any changes that may have occurred
in the accounts since they were initially presented
on the Panther Metals PLC website. Legislation in
the United Kingdom governing the preparation and
dissemination of the accounts and other information
included in annual reports may differ from legislation in
other jurisdictions.
DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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
£55,000 to £75,000
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
£12,000 to £20,000 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.
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Remuneration Policy
The Directors’ Remuneration Policy, which is set out on pages 36 to 37 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.
DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
Payment for loss of Ofce
If a service contract is to be terminated, the Company will determine such mitigation as it considers fair and
reasonable in each case.
The Company reserves the right to make additional payments where such payments are made in good faith in
discharge of an existing legal obligation (or by way of damages for breach of such an obligation); or by way of
settlement or compromise of any claim arising in connection with the termination of an executive director’s office
or employment.
Service Agreements and Letters of Appointment
The terms of all the directors’ appointments are subject to their re-election by the Company’s shareholders at AGM
at which certain of the directors will retire on a rotational basis and offer themselves for re-election.
The Executive Directors’ service agreements are set out in the table below. The agreements are not for a fixed term
and may be terminated by either the Company or the executive director on giving appropriate notice.
Details of the terms of the agreement for each executive director are set out below:
Name
Date of service
agreement
Notice period by Company
(months)
Notice period 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
Name
Date of letter of
appointment
Current term
(years)
Notice period by Company
(months)
Notice period by director
(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.
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The Annual Report on Remuneration
Single gure 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:
DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
2021 £ Salaries and short-term benefits
Long Term
Incentive
Awards
Post-
Employment
Benefits
Total
Fixed
Total
Variable
Total
Single
Figure
Salary
/Fee
Taxable
Benefits Bonus
Share
Based
Payment
1
Pension 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
DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
2020 £ Salaries and short-term benefits
Long Term
Incentive
Awards
Post-
Employment
Benefits
Total
Fixed
Total
Variable
Total
Single
Figure
Salary
/Fee
Taxable
Benefits Bonus
Share
Based
Payment
1
Pension 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
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DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
Directors Benecial Share Interests – audited
The beneficial interests in the Company’s shares of the Directors and their families were as follows [directors to
check their own interests]:
Held at 31 December 2021 Held at 31 December 2020
Ordinary Shares
No
Ordinary Shares
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 31 December 2021 Held at 31 December 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 -
DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
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 £79,100 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.
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DIRECTOR’S REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
Chief Executive’s single gure 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
£ £ £ £ £
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, ie, 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 to
shareholders
£
Total
director pay
£
Operational
cash outflow
£
Year ended 31 December 2021 nil 150,044 556,744
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
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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.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2021
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2021
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.
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INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2021
Key audit matter How our scope addressed this matter
Measurement and valuation of investments
The Parent Company holds investments in
subsidiaries where a judgement is required
when determining the accounting treatment.
We have discussed the assumptions
determined by management in assessing
the value, challenging where appropriate,
as well as considering whether there is any
evidence that investments may be impaired.
These investments cannot be agreed to third party
market data and management has determined
alternative approaches to ensure that these
are appropriately valued at the year end.
Considering the adequacy of the disclosures
made in the financial statements over this
as a significant area of judgement.
The investment in Associate Panther Metals
Ltd has a carrying value of £1,163,496,
representing the share of the fair value
of net assets as at 31.12.2021.
We obtained a copy of the final accounts of
the listed associate and made enquiries.
The accuracy of equity accounting for the
Associate is directly reliant on the accuracy of
financial statements of Panther Metals Ltd.
We checked that the associate had been
correctly accounted for, including the adequacy
of disclosures, in the financial statements.
Valuation and impairment of exploration and evaluation assets
Exploration and evaluation assets shall be
assessed for impairment when facts and
circumstances suggest that the carrying amount
of an exploration and evaluation asset may
exceed its recoverable amount per IFRS6.
In accordance with IFRS6 we reviewed
the exploration and evaluation (E&E)
assets for indication of impairment.
We reviewed the directors’ assessment that there
were no indicators of impairment present.
We obtained evidence that all claims and licences
remain valid and are in good standing.
We confirmed that there is an ongoing
plan to develop assets.
Based on our review, no indicators of impairment
were identified and, therefore, the facts and
circumstances do not suggest that the carrying
value amount of the E&E assets exceeds
the recoverable amount. Therefore, we are
satisfied that no impairment is required.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2021
Key audit matter How our scope addressed this matter
Capitalisation of exploration and evaluation assets
An entity shall determine an accounting policy
specifying which expenditures are recognised
as exploration and evaluation assets and
apply the policy consistently. In making this
determination, an entity considers the degree to
which the expenditure can be associated with
finding specific mineral resources per IFRS6.
We have reviewed the Group’s accounting policy
and consider it to be consistent with IFRS6.
We have verified a sample of capitalised expenditure
and have sufficient appropriate audit evidence to
conclude that it has been capitalised appropriately.
Valuation and impairment of inter-company balances
The company has a highly material inter-
company debtor balance with its subsidiary,
Panther Metals (Canada) Ltd (“Panther Canada”).
There is a risk that, if the exploration and
evaluation assets have been inappropriately
capitalised or require impairment, then the
recoverable amount of the inter-company
balance may be below its carrying value.
Through our audit work on the exploration
and evaluation assets, we did not identify any
inappropriate capitalisation or potential indicators of
impairment. Therefore, no indicators of impairment
relating to the inter-company balance built up to
fund the exploration activities have been identified.
Consequently, we agree with the directors’
assessment that the carrying amount
of the inter-company debtor does not
exceed its recoverable amount.
Going Concern
The Group does not currently generate revenue
and is dependent on further share issues in
order to fund its activities. The directors must
assess the uncertainty surrounding going
concern that it is appropriate to prepare the
accounts on a going concern basis and ensure
that any material uncertainty is adequately
disclosed within the financial statements.
The Group held £100,586 cash and
cash equivalents at the year end.
We have obtained and reviewed the cash flow
forecasts and working capital projections prepared
by management. They show that the Group requires
continued fundraising, following the successful
fundraising in 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 abe 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”.
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INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2021
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 £27,000 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 £18,900.
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 £12,964 for Panther Metals (Canada) Ltd and
£5,936 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
£126,269 (2020 : £668,198) 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.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2021
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 page 23;
•
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 6 to 24;
•
Directors’ statement on fair, balanced and
understandable as set out on page 34;
•
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks as
set out on page 25;
•
The section of the annual report that describes the
review of effectiveness of risk management and
internal control systems as set out on page 33; and;
•
The section describing the work of the audit
committee as set out on page 25.
Responsibilities of directors
As explained more fully in the Statement of Directors’
Responsibilities set out on page 34, 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.
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INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2021
Auditors’ responsibilities for the audit
of the nancial 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 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
27 April 2022
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF PANTHER METALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2021
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
5352
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
Notes
Year ended
31 December
2021
£
Year ended
31 December
2020
£
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
Finance and other income
7
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
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
Group Company
Notes
As at
31 December
2021
£
As at
31 December
2020
£
As at
31 December
2021
£
As at
31 December
2020
£
Non-current assets
Goodwill
4
Exploration and evaluation assets
10
Investments
11
Total non-current assets
Current assets
Receivables
12
Cash at bank and in hand
13
Total current assets
Total assets
Current liabilities
Trade and other payables
14
(60,592 ) (107,423 ) (61,107) (59,911)
Net current assets
Non-current liabilities
Provision for deferred consideration
15
(202,018 ) - (202,018) -
Total liabilities
(262,609 ) (107,423 ) (262,944) (59,911)
Net assets
Capital and reserves
Called up share capital
16
Share-based payment reserve
17
Retained losses (2,681,105 ) (2,554,836 ) (2,674,287) (2,483,539)
Total equity
The financial statements of Panther Metals PLC, registered number 009753V (Isle of Man), were approved by the board of directors and
authorised for issue on 27 April 2022. They were signed on its behalf by:
D Hazelwood
Chief Executive Officer
CONSOLIDATED AND COMPANY STATEMENT
OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
5554
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
Group Company
Notes
As at
31 December
2021
£
As at
31 December
2020
£
As at
31 December
2021
£
As at
31 December
2020
£
Cash flows from operating activities
Loss for the financial year (126,269 ) (668,198 ) (190,748) (611,688)
Adjusted for:
Interest received
7
Share-based payment charge
17
Net gain on change in ownership
of Panther Metals Limited
4
(514,528 ) - (301,614) -
Non cash costs of Panther Metals Ltd
4
Grant income
7
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
Proceeds from conversion of warrants
16
Grant income received
7
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
CONSOLIDATED AND COMPANY
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021
Group
Notes
Share
capital
£
Share
based payment
reserve
£
Retained
losses
£
Total
£
Balance at 1 January 2020
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
Shares issued for services provided
16 90,000 - - 90,000
Shares issued to acquire exploration
and evaluation assets 16 92,910 - - 92,910
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
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
Shares issued to acquire exploration
and evaluation assets 16 31,191 - - 31,191
Other transactions
Placing warrants issued
17
- 143,978 - 143,978
Shares issued upon exercise of warrants
16
Options issued
17-
Forfeited options
17
- (113,575 ) - (113,575 )
Balance at 31 December 2021
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
5756
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
Notes
Share
capital
£
Share
based payment
reserve
£
Retained
losses
£
Total
£
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)
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
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
1. Accounting policies
1.1 Basis of preparation
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 £940,000 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
£100,586 (2020: £241,194). On 7 March 2022, the Company
announced the placing of 4,500,000 Ordinary Shares raising gross
proceeds of approximately £360,000. 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.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
5958
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
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.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
6160
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
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.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
As at 31 December 2021 the exploration and evaluation asset totalled £1,334,994 (2020: £736,567) 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 £12,275 (2020: £576)
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.
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 Man
£
Group
£
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 Man
£
Group
£
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
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
6362
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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:
£
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
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 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 £553,656 has been fully derecognised as part of the disposal calculation.
Exceptional Item £
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$6.72m or £3.63m. The summarised financial information of Panther Metals Limited as at 31 December 2021, its annual reporting date,
is as follows:
Exceptional Item AUD$
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
31 December
2021
£
Year ended
31 December
2020
£
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 35 to 42.
7. Finance and other income
Year ended
31 December
2021
£
Year ended
31 December
2020
£
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 £10,000.
8. Taxation
Year ended
31 December
2021
£
Year ended
31 December
2020
£
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 £190,748. 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.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
6564
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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 Canada
£
Panther Australia
£
Panther PLC
£
Total
£
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
On 10 September 2018, the Group completed the acquisition of a prospective gold and base-metals project, known as the Big Bear Gold
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 13 July 2020 Panther Canada acquired licences in the Dotted Lake area for £15,628. Geological survey work was undertaken in September
2020 with a helicopter survey in October 2020 and rock sampling in November 2020, amounting to £53,106.
During the year ended 31 December 2021 expenditure on the project amounted to £105,710
•
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 £47,355.
•
Following the installation of a new trail providing direct access to the target location, an initial drilling programme in Autumn 2021 amounting
to £58,355 confirmed the presence of gold mineralisation within this system with anomalous gold continuing along strike and present within
the surrounding area.
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.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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 £152,463.
During the year ended 31 December 2021 expenditure on the project relating to sampling and geological services amounted to £18,211.
•
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 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 £301,496.
In November 2021 the Company agreed a deal to take an option on four further properties on the Obonga greenstone belt to supplement its
landholding in the area. 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 £34,904.
During the year ended 31 December 2021 expenditure on the project amounted to £263,102.
•
A successful Phase 1 drilling campaign at Wishbone in Autumn 2021 costing £69,815 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 £93,513.
•
Surveying and sampling costs of £99,774.
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.
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
6766
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
11. Investments
Company
Movements in investments
Investments in subsidiaries
and associates
£
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 £228,580.
The Company’s investments at the balance sheet date comprise ownership of the Ordinary Share capital of the following companies:
Subsidiary Ownership Country of Incorporation Nature of 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
31 December
2021
£
As at
31 December
2020
£
As at
31 December
2021
£
As at
31 December
2020
£
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
31 December
2021
£
As at
31 December
2020
£
As at
31 December
2021
£
As at
31 December
2020
£
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
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
6968
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
15. Provision for Deferred Consideration
Group Company
As at
31 December
2021
£
As at
31 December
2020
£
As at
31 December
2021
£
As at
31 December
2020
£
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 Shares
No
Share
Capital
£
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 £823,000 (before expenses) following the placing of 13,716,666 Ordinary Shares at a price of 6 pence
per share on the Main Market of the London Stock Exchange. A further 1,500,000 Ordinary Shares were issued to Australian consultants in
connection with the acquisition of Panther Metals Pty Limited at Admission.
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 £10,000. 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
£250,000. The admission of those shares took place on 16 July 2020.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
7170
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
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 £10,000. 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 £64,580. 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 £300,000.
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 £155,576, of which £92,910 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 £200,000. 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 £79,100 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 £20,000 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 £10,900 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 £630,000 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 9th 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 £79,100 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 £20,000 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 £10,900 for the
Company. The admission of those shares took place on 3 August 2021.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 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 £630,000 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.
Options and warrants issued, cancelled and outstanding at the year end
At 1January
2021
No of options Issued Forfeited Exercised
At 31 Dec
2021
No of options
Weighted
average
exercise
price (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, vested
and exercisable
Exercise price
(p)
Weighted average contractual life
(years) Expiry date
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.
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
7372
PANTHER METALS
|
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
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 rate Share price volatility Expected life Share price at grant date
Bookrunner Warrants 0.66% 45.0% 2 years 0.080
Placing Warrants- Jan 2020 0.66% 45.0% 2 years 0.075
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 £15,224 (2020: £155,747).
18. Financial instruments
The following financial instruments were held at the balance sheet date:
Group Company
As at
31 December
2021
£
As at
31 December
2020
£
As at
31 December
2021
£
As at
31 December
2020
£
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 1,306,640 991,279
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
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.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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 £ Sterling and its banking facilities are based in the UK
and Canada. Fluctuations in exchange rates of the US Dollar and Canadian Dollar against £ Sterling may materially affect the Group’s translated
results of operations.
The Company does not enter forward exchange contracts to mitigate the exposure to foreign currency risk as amounts paid and received in
specific currencies are expected to largely offset one another and the currencies most widely traded are relatively stable.
As the Group’s activities continue to develop the Board of Directors will monitor the exposure to foreign currency risk. No sensitivity analysis has
been prepared on the basis that the effects are minimal.
Liquidity risk
Liquidity risk is the risk the Group will not be able to meet its financial obligations as they fall due. The ultimate responsibility for liquidity risk
management rests with the Board of Directors, which 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).
PANTHER METALS
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
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 £nil (2020: £12,000) in respect of accounting and consultancy
services and £nil (2020: £3,000) in relation to director’s fees.
Mining Analyst Consulting Limited, a company owned by Nicholas O’Reilly, charged Panther Canada £12,667 (2020: £13,404) in respect
of geological consultancy services, £nil (2020: £3,600) in relation to director’s fees and £18,000 (2020: £nil) in relation to accounting and
consultancy services.
Haywood Sener Limited, a company owned by a person connected to a director, charged the Company £6,028 (2020: £3,061) in respect of
website maintenance and development services.
Directors’ remuneration is detailed within the Directors’ Remuneration Report on pages 35 to 42. 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
Company Name Director
Year ended
31 December
2021
£
Year ended
31 December
2020
£
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
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
21. Subsequent events
On 7 March 2022, the Company announced the placing of 4,500,000 Ordinary Shares raising gross proceeds of approximately £360,000.
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 £15,915 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 £200,000 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 98km
2
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.
76
PANTHER METALS
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
Panther Metals PLC
Eastways Enterprise Centre
7 Paynes Park, Hitchin, Hertfordshire,
SG5 1EH United Kingdom
+44 (0)1462 429743
info@panthermetals.co.uk
www.panthermetals.co.uk