Annual Financial Report 2023

Panthera Resources PLC

29 September 2023

 

29 September 2023

Panthera Resources Plc

("Panthera", "PAT" or "the Company")

Audited Financial Results and Management Update for the 12 Months Ended March 31, 2023

 

Panthera Resources PLC (AIM: PAT), the gold exploration and development company with assets in India and West Africa, is pleased to provide a summary of the Company's audited financial results for the year ended March 31, 2023.

 

Highlights of 2022-23 Financial Year

Panthera Resources PLC has navigated its fifth full year as an AIM-quoted exploration and mining company.  During this period, we have focused the Company on advancing its gold projects in West Africa while continuing our efforts to unlock the significant potential value of the Bhukia Project ("Bhukia") in Rajasthan, India. 

Bhukia Project (Rajasthan, India)

·      On 28 February 2023 the Company announced that Indo Gold Pty Ltd ("IGPL"), a subsidiary of the Company, executed a conditional arbitration funding  agreement (the "AFA") for up to US$10.5 million in arbitration financing (the "Facility") with Litigation Capital Management Limited ("LCM"), a firm quoted on the AIM Market of the London Stock Exchange.  LCM is a leading global litigation financier with significant expertise in international arbitration and cross-border disputes, including bilateral investment treaty claims over mineral resource assets. On 25 August 2023, post the financial year ended 31 March 2023 ("FY  2023" or the "2022-23 Financial Year"), the Company announced that LCM had successfully completed its due diligence resulting in the AFA becoming unconditional and accordingly now available to IGPL and that the Facility has been increased from US$10.5 million to US$13.6 million.

·      On 27 September 2023, the Company announced that the High Court of Rajasthan ("HCR") had dismissed the writ petition to reinstate the Company's PL application. 

·      Subject to any earlier mutually acceptable resolution, the Company will now pursue a claim against the Republic of India ("RoI") for breaches of its obligations under the Australia India Bilateral Investment Treaty through, inter alia, international arbitration.

Growing High Potential West Africa Gold Portfolio

Cascades (Burkina Faso)

·      During the 2022-23 Financial Year, two drilling campaigns were completed at the Cascades Project.  This follows the announcement by the Company of a maiden mineral resource estimate in October 2021 comprising an indicated resource of 264,000 ounces and estimated inferred resource of 371,000 ounces.

·      Highlights from the June 2022 Cascades drilling programme, as announced by the Company 7 September 2022 include:

- Confirmed the presence of a significant new gold zone at the TT-13 target and that assay results include: 

CS22-RC027 45-55m, 10m@ 1.55 g/t Au

CS22-RC028 25-29m, 4m@ 2.10 g/t Au

CS22-RC028 38-54m, 16m@ 1.26g/t Au

CS22-RC029 27-36m, 9m @ 1.08 g/t Au

CS22-RC029 56-66m, 10m@ 1.81g/t Au

- Infill drilling has added definition to the geological model with high-grade mineralisation intersected in the Western Zone at Daramandougou.  Assay results including 3 metres @ 12.52g/t Au; and

- Recent metallurgical test work confirms that the gold is free milling

·      Highlights from the February 2023 Cascades drilling programme, as announced by the Company on 25 May 2023, include:

- Two significant new zones confirmed with resource potential from first pass drilling at Sina Yar and Far East Targets

- Intersections at Sina Yar included 34m@ 1.83 g/t Au and 18 metres @ 1.13g/t Au

- Extension of the 2022 discovery zone from step-out drilling at the TT13 target.

Bido (Burkina Faso)

·      On 12 October 2022, the Company announced the results of the induced polarisation ("IP") geophysical survey over an area of approximately 15km2, in the Beredo and the Somika areas.  The Company targeted this volcanic centre with its maiden geophysical survey at Bido, where previous geochemical work, including recent rock sampling, had returned very promising results.  These areas also host extensive active artisanal workings.

·      The survey has identified a total of 47 anomalies, of which 28 are regarded as high-priority.  Results indicate multiple targets where strong/moderate IP axes defining both resistive and conductive structures defined by the IP survey are coincident with mapped vein structures, gold in rock samples and artisanal workings.

Bassala (Mali)

·      On 5 September 2022, the Company completed 2,601m geochemical drilling in 50 drill holes at the Bassala Project.  Highlights:

- Five significant prospects defined from initial and follow-up geochemical drilling campaigns.  The most significant prospect is the Tabakorole Prospect, which has a 2km strike length and where drilling has identified wide zones of mineralisation.

- Significant silica-chlorite-sulphide alteration and associated quartz veining were observed over most of the targeted intervals.

- Drill assay results (based on 5m composite sampling) include:

5 metres at 5.60 g/t from 40m;

5 metres at 4.68 g/t from 10m; and

5 metres at 3.73 g/t from 35m.

Chairman's Statement

Dear Shareholder,

It is with renewed pleasure that I present the annual report for the 2022-23 Financial Year for Panthera Resources PLC.  For many years, Panthera's strategic objective has remained to create a mid-tier mining company by building a strong portfolio of high-quality, low-cost gold assets in West Africa and India.  During the financial year the Company has continued to focus on adding value to our West African gold projects, while also seeking a resolution to the impasse over the permitting of the Bhukia project in Rajasthan, India (Bhukia).

My involvement commenced by co-founding the group in 2005, originally to focus on gold exploration in India, and I acted as Managing Director and Executive Chairman until its admission to trading on AIM in 2017.  For more than 3 years following the commencement of our exploration at Bhukia in 2005, the Company operated very successfully in India, reported a maiden mineral resource estimate by applying a new exploration model and introduced a deeper understanding of the metallurgical properties of the mineralisation.  It grew very rapidly and raised sufficient capital from international financiers to complete feasibility studies, then was denied its rightful follow-on mineral title in 2008.  Over the years since, there have been many attempts to settle matters with governments in India over obstacles to Bhukia permitting, especially since floating on AIM in December 2017.  None of which were successful.

It goes without saying that our objective all along was to have continued to invest heavily in the major gold discovery at Bhukia and to have put it into production many years ago.

Since 2008, the Company has actively sought the approval of its prospecting licence over Bhukia (the "PL") through the domestic Indian legal system.  In  March 2021, the Government of India ("GoI") amended the Mines and Minerals (Development and Regulation) Act ("MMDR2021") resulting in the immediate lapse of the preferential right to a prospecting licence and a subsequent mining lease.  As a consequence of the introduction of the MMDR2021, on 27 September 2023, the Company announced that the High Court of Rajasthan ("HCR") had dismissed the writ petition to reinstate the Company's PL application.  The decision by the HCR adds to the act of expropriation, and the Republic of India ("RoI") has again breached its obligations to provide investment protections to IGPL and its investment under the Australia India Bilateral Investment Treaty ("ABIT", "BIT" or the "Treaty"). Subject to any earlier mutually acceptable resolution, the Company will now pursue a claim against the RoI for breaches of its obligations under the Treaty through, inter alia, international arbitration.

A claim for compensation pursuant to the Treaty will involve an assessment of the market value of the Bhukia project immediately before the expropriation. The Company believes that the market value of Bhukia is substantial with the project ranking among the top undeveloped gold projects in the world. 

In order to support a damages claim against the Republic of India for breaches of its obligations under the Treaty, the Company has successfully secured US$13.6 million in arbitration financing from Litigation Capital Management. LCM is a leading global litigation financier with significant expertise in international arbitration and cross-border disputes, including bilateral investment treaty claims over mineral resource assets.

I would like to thank the executive team, the Panthera board of directors (the "Board" or the "Directors") and Fasken for their dedicated pursuit and achievement of what we hope and expect will be, eventually, a very positive outcome for the Company. 

In West Africa, the Company will continue its efforts to generate value from its operations whilst being mindful of dilution of the unrealised intrinsic value of Bhukia.  It is presently reviewing its strategic direction here, which process will involve a careful assessment of portfolio quality and renewal, commodity trends, the allocation of capital needed for exploration success, and also understanding (from our shared exploration success experiences) that a potential significant gold discovery is often just one more drill campaign away.  The agreement over Cascades whereby DFR Gold Inc ("DFR") is spending up to US$18 million to earn 80% interest in Cascades is an example of risk sharing that comes into this changing strategic approach.

I commend this report to all shareholders and would like to again thank all those involved in getting us to this point, including the full Panthera board of directors, the executive team and the Fasken team.

Michael Higgins

Non-Executive Chairman

29 September 2023

The audited Annual Report and Financial Statements for the year ended 31 March 2023 will shortly be sent to shareholders and published at: pantheraresources.com

Group statement of comprehensive income for the year ended 31 March 2023

	2023	2022
	$ USD	$ USD
Continuing operations
Revenue	-	-
Gross profit	-	-
Other Income	12	76
Exploration costs expensed	(940,028)	(1,421,695)
Administrative expenses	(1,320,934)	(1,015,005)
Share of losses in Investment in Associate and Joint Venture	(896,216)	(682,224)
Loss from operations	(3,157,166)	(3,118,848)
Investment revenues	24	-
Loss on sale of investments	(294)	-
Loss before taxation	(3,157,436)	(3,118,848)
Taxation	-	-
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange differences	(55,547)	(31,505)
Loss and total comprehensive income for the year	(3,212,983)	(3,150,353)
Total loss for the year attributable to:
-       Owners of the parent Company	(3,141,084)	(3,082,722)
-       Non-controlling interest	(16,352)	(36,126)
	(3,157,436)	(3,118,848)
Total comprehensive income for the year attributable to:
-       Owners of the parent Company	(3,196,631)	(3,114,227)
-       Non-controlling interest	(16,352)	(36,126)
	(3,212,983)	(3,150,353)
Loss per share attributable to the owners of the parent
Continuing operations (undiluted/diluted)	(0.03)	(0.03)

Group statement of financial position for the year ended 31 March 2023

	2023	2022
	$ USD	$ USD
Non-current assets
Intangible Assets	1,251,457	1,251,457
Property, plant and equipment	2,288	2,860
Investments	654,357	1,527,426
Financial assets at fair value through other comprehensive income	-	-
	1,908,102	2,781,743
Current assets
Trade and other receivables	65,826	198,378
Cash and cash equivalents	126,275	175,925
	192,101	374,303
Total assets	2,100,203	3,156,046
Non-current liabilities
Provisions	42,508	43,712
	42,508	43,712
Current liabilities
Provisions	27,160	25,249
Trade and other payables	799,293	666,290
Total liabilities	868,961	735,251
Net assets	1,231,242	2,420,796
Equity
Share capital	1,721,441	1,408,715
Share premium	22,125,397	20,510,881
Capital reorganisation reserve	537,757	537,757
Other reserves	980,604	1,117,139
Retained earnings	(23,755,864)	(20,791,958)
Total equity attributable to owners of the parent	1,609,334	2,782,536
Non-controlling interest	(378,092)	(361,740)
Total equity	1,231,242	2,420,796

Group statement of changes of equity for the year ended 31 March 2023

	Share capital	Share premium account	Capital re-organisation reserve	Other reserves	Retained earnings	Total equity	Non-controlling interest	Total
	$ USD	$ USD	$ USD	$ USD	$ USD	$ USD	$ USD	$ USD
Balance at 1 April 2021	1,216,198	18,836,758	537,757	1,454,157	(18,021,219)	4,023,651	(325,614)	3,698,037
Year ended 31 March 2022:
Loss for the year	-	-	-	-	(3,082,722)	(3,082,722)	(36,126)	(3,118,848)
Foreign exchange differences realised during the year	-	-	-	-	(31,505)	(31,505)	-	(31,505)
Total comprehensive income for the year	-	-	-	-	(3,114,227)	(3,114,227)	(36,126)	(3,150,353)
Share Application moneys received	-	-	-	(45,658)	-	(45,658)	-	(45,658)
Share Options Issued	-	-	-	17,356	-	17,356	-	17,356
Share Options Lapsed	-	-	-	(343,488)	343,489	-	-	-
Issue of shares during period	192,517	1,674,123	-	-	-	1,866,641	-	1,866,641
Foreign exchange differences on translation of currency	-	-	-	36,715	-	36,715	-	36,715
Loss on remeasurement of financial assets at FVOCI	-	-	-	(1,942)	-	(1,942)	-	(1,942)
Total transactions with owners, recognised directly in equity	192,517	1,674,123	-	(337,018)	343,489	1,873,111	-	1,873,111
Balance at 31 March 2022	1,408,715	20,510,881	537,757	1,117,139	(20,791,957)	2,782,536	(361,740)	2,420,796

Capital re-organisation reserve is the balance of share capital remaining after the Company purchased all shares in its subsidiary IGPL.  Other reserves is the combined balance of the Share Option Reserve, Unrealised gain on investments reserve and foreign exchange translation reserve.

	Share capital	Share premium account	Capital re-organisation reserve	Other reserves	Retained earnings	Total equity	Non-controlling interest	Total
	$ USD	$ USD	$ USD	$ USD	$ USD	$ USD	$ USD	$ USD
Balance at 1 April 2022	1,408,715	20,510,881	537,757	1,117,139	(20,791,957)	2,782,536	(361,740)	2,420,796
Year ended 31 March 2023:
Loss for the year	-	-	-	-	(3,141,084)	(3,141,084)	(16,352)	(3,157,436)
Foreign exchange differences realised during the year	-	-	-	-	(55,547)	(55,547)	-	(55,547)
Total comprehensive income for the year	-	-	-	-	(3,196,631)	(3,196,631)	(16,352)	(3,212,983)
Share Options Issued	-	-	-	16,902	-	16,902	-	16,902
Share Options Exercised	-	-	-	(124,952)	124,952	-	-	-
Share Options Lapsed	-	-	-	(107,771)	107,771	-	-	-
Issue of shares during period	303,319	1,612,747	-	-	-	1,916,066	-	1,916,066
Exercised share options during the period	9,406	97,047	-	-	-	106,453	-	106,453
Share issuance costs	-	(95,279)	-	-	-	(95,279)	-	(95,279)
Foreign exchange differences on translation of currency	-	-	-	79,288	-	79,288	-	79,288
Total transactions with owners, recognised directly in equity	312,726	1,614,516	-	(136,535)	232,724	2,023,429	-	2,023,429
Balance at 31 March 2023	1,721,441	22,125,397	537,757	980,604	(23,755,864)	1,609,335	(378,092)	1,231,243

Group statement of cash flows for the year ended 31 March 2023

	2023	2022
	$ USD	$ USD
Cash flows from operating activities
Cash used in operations	(1,847,133)	(2,130,850)
Income taxes paid	-	-
Net cash outflow from operating activities	(1,847,133)	(2,130,850)
Investing activities	-	(409)
Sale of property, plant and equipment	-	(409)
Sale/(Purchase) of investments	-	(687,809)
Additional investment in joint venture	(23,305)	-
Net cash generated /(used) in investing activities	(23,305)	(688,218)
Financing activities
Proceeds from issue of shares net of issue costs	1,820,788	1,403,815
Effect of exchange rate on cash	-	1
Net cash generated from financing activities	1,820,788	1,403,816
Net decrease in cash and cash equivalents	(49,650)	(1,415,252)
Cash and cash equivalents at beginning of year	175,925	1,591,177
Cash and cash equivalents at end of year	126,275	175,925
The following are the noncash transactions during the year:
	2023	2022
	$ USD	$ USD
Noncash investing and financing transactions
Settlement of director's fee through issuance of shares	42,592	-
Settlement of payables through issuance of shares	59,971	-
Issuance of warrants to advisors in lieu of services	16,902	-

Notes to the 2023 Financial Statements (Extract)

1	Accounting policies
	Group information
	Panthera Resources PLC is a public Company limited by shares incorporated in the United Kingdom. The registered office is Salisbury House, London Wall, London EC2M 5PS. The Group consists of Panthera Resources PLC and its subsidiaries, as listed in note 24.
1.1	Basis of preparation
	The Group's and Company's financial statements for the year ended 31 March 2023 have been prepared in accordance with UK adopted international accounting standards (IFRS) and in accordance with the requirements of the Companies Act 2006.
	The financial statements have been prepared on a historical cost basis, except for the valuation of investments at fair value through profit or loss and any fair value assessment made upon the acquisition of assets. The principal accounting policies adopted are set out below.
	The functional currency of the Company is British Pounds (£). This is due to the Company being registered in the U.K and being listed on AIM, a London based market.  Additionally, a large proportion of its administrative and operative costs are denominated in £. The financial statements are prepared in United States Dollars ($), which is the reporting currency of the Group. Monetary amounts in these financial statements are rounded to the nearest whole dollar. This has been selected to align the Group with accounting policies of other major gold-producing Companies, the majority of whom report in $. As permitted by section 408 of the Companies Act 2006, the Company has not presented its own statement of comprehensive income and related notes.  The Company's loss for the year was $2,461,074 (2022: loss of $2,766,876).
1.2	Basis of consolidation The consolidated financial statements comprise the financial statements of Panthera Resources PLC and its subsidiaries as at 31 March 2023. Panthera Resources PLC was incorporated on 8 September 2017. On 21 December 2017, Panthera Resources PLC acquired the entire share capital of IGMPL by way of a share for share exchange. The transaction has been treated as a Group reconstruction and has been accounted for using the reverse merger accounting method. This transaction does not satisfy the criteria of IFRS 3 Business Combinations and therefore falls outside the scope of the standard. Accordingly, the financial information for the current year and comparatives have been presented as if IGMPL has been owned by Panthera Resources PLC throughout the current and prior years. On 26 October 2021, IGMPL acquired Metal Mines India Private Limited by way of cash and share exchange.  The transaction has been treated as an asset acquisition.  This transaction does not satisfy the criteria of IFRS 3 Business Combinations and therefore falls outside the scope of the standard.  Accordingly, the financial information for the current year has been presented as if Metal Mines India Private Limited has been owned by IGMPL throughout the current year. A controlled entity is any entity Panthera Resources PLC has the power to control the financial and operating policies of, so as to obtain benefits from its activities. Details of the subsidiaries are provided in note 24. The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group. Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as "non-controlling interests". The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries either at fair value or at the non-controlling interests' proportionate share of the subsidiary's net assets when the holders are entitled to a proportionate share of the subsidiary's net assets on liquidation. All other components of non-controlling interests are initially measured at their acquisition-date fair value. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests (when applicable) are shown separately within the equity section of the statement of financial position and statement of comprehensive income. Associates are entities over which the Group has significant influence but not control over the financial and operating policies. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group's share of its associates' post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in reserves is recognised in other comprehensive income. The cumulative post acquisition movements are adjusted against the carrying amount of the investment.  Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group. The Group is a party to a joint venture when there is a contractual arrangement that confers joint control over the relevant activities of the arrangement to the Group and at least one other party. Joint control is assessed under the same principles as control over subsidiaries. The Group accounts for its interests in joint ventures in the same manner as investments in Associates (i.e. using the equity method).  Any premium paid for an investment in a joint venture above the fair value of the Group's share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying amount of the investment in joint venture. Where there is objective evidence that the investment in a joint venture has been impaired the carrying amount of the investment is tested for impairment in the same way as other non-financial assets.
1.3	Going concern
	The financial statements have been prepared on a going concern basis. The group incurred a net loss of $3,212,983 and incurred operating cash outflows of $1,847,133 and is not expected to generate any revenue or positive outflows from operations in the 12 months from the date at which these financial statements were signed.   Management indicate that on current expenditure levels, all current cash held will be used prior to the 12 months subsequent of the signing of the financial statements. The Directors are currently in talks with potential investors to secure the necessary funding to ensure that the Group can continue to fund its operations for the 12 months subsequent to the date of the signing of the financial statements. While they are confident that they will be able to secure the necessary funding, the current conditions do indicate the existence of a material uncertainty that may cast significant doubt regarding the applicability of the going concern assumption and the auditors have made reference to this in their audit report. The Directors have, in the light of all the above circumstances, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting preparing the Group Financial Statements.
1.4	Segmental reporting
	Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, which is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.
1.5	Fair Value of Assets and Liabilities
	The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard. Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement date. As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value.  Adjustments to market values may be made having regard to the characteristics of the specific asset or liability.  The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques.  These valuation techniques maximise, to the extent possible, the use of observable market data. To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs). For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use. The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets.  Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.
1.6	Business combinations
	Business combinations occur where an acquirer obtains control over one or more businesses. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair values of the identifiable assets acquired and liabilities (including contingent liabilities) assumed are recognised (subject to certain limited exceptions). When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or a liability is remeasured in each reporting period to fair value recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date. All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as expenses in profit or loss. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase. Included in the measurement of consideration transferred is any asset or liability resulting from a contingent consideration arrangement.  Any obligation incurred relating to contingent consideration is classified as either a financial liability or equity instrument, depending on the nature of the arrangement.  Rights to refunds of consideration previously paid are recognised as receivables.  Subsequent to initial recognition, contingent consideration classified as equity is not re-measured and its subsequent settlement is accounted for within equity.  Contingent consideration classified as an asset or a liability is re-measured each reporting period to fair value through the statement of comprehensive income, unless the change in value can be identified as existing at acquisition date. All transaction costs incurred in relation to the business combination are expensed to the consolidated statement of comprehensive income. The Group transferred the non-Indian assets from IGPL to the parent company following the execution of the funding agreement with Galaxy to invest directly in the equity of IGPL.  The transfer was completed on 28 March 2019. During the prior year the Group formed a new wholly owned group to hold Mali interests, Panthera Mali (UK) Limited and local company Panthera Exploration Mali SARL.
1.7	Taxation
	Income tax expense represents the sum of the tax currently payable and deferred tax.
	Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit.  Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interest in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its tax assets and liabilities on a net basis. Current and deferred tax for the year Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included for the business combination. The purchase method of accounting is used for all acquisitions of assets regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given up, shares issued, or liabilities undertaken at the date of acquisition plus incidental costs directly attributable to the acquisition.
1.8	Acquisitions of assets
	The purchase method of accounting is used for all acquisitions of assets regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given up, shares issued, or liabilities undertaken at the date of acquisition plus incidental costs directly attributable to the acquisition.
1.9	Revenue recognition
	The Group currently is in the exploration and development phase of its assets and has no directly attributable revenues. For any one-off items transacted, revenues are recognised at fair value of the consideration received, net of the amount of value added tax ("VAT) or similar taxes payable to the taxation authority.  Exchanges of goods or services of the same nature and value without any cash consideration are not recognised as revenues. Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.
1.10	Payables
	A liability is recorded for goods and services received prior to balance date, whether invoiced to the Group or not. Payables are normally settled within 30 days.
1.11	Cash and cash equivalents
	Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. The Group currently does not utilise any bank overdrafts.
1.12	Exploration and Development Expenditure
	Exploration and evaluation costs are expensed as incurred. Acquisition costs will normally be expensed but will be assessed on a case by case basis and if appropriate may be capitalised. These acquisition costs are only carried forward to the extent that they are expected to be recouped through the successful development or sale of the area.   Accumulated acquisition costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. The carrying values of acquisition costs are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
1.13	Financial Assets The Group and Company has classified all of its financial assets as loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets. The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents in the Statement of Financial Position. Loans and receivables are initially recognised at fair value plus transaction costs and are subsequently carried at amortised cost using the effective interest method, less provision for impairment.
	Impairment of financial assets The Group assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. A financial asset, or a group of financial assets, is impaired, and impairment losses are incurred, only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a "loss event"), and that loss event (or events) has an impact on the estimated future cash flows of the financial asset, or group of financial assets, that can be reliably estimated.  The criteria that the Group and Company uses to determine that there is objective evidence of an impairment loss include: ·      significant financial difficulty of the issuer or obligor; ·      a breach of contract, such as a default or delinquency in interest or principal repayments. The amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset's original effective interest rate. The asset's carrying amount is reduced, and the loss is recognised in the profit or loss. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.  If, in a subsequent year, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the trade and other receivables credit rating), the reversal of the previously recognised impairment loss is recognised in the Statement of Comprehensive Income.
1.14	Impairment of Assets
	At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the income statement. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.15	Foreign currency transactions and balances
	Transactions and balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity; otherwise the exchange difference is recognised in the income statement. Group companies The financial results and position of foreign operations whose functional currency is different from the Group's presentation currency are translated as follows: -      assets and liabilities are translated at year-end exchange rates prevailing at that reporting date; -      income and expenses are translated at average exchange rates for the period; and -       equity and retained earnings balances are translated at the exchange rates prevailing at the date of the transaction.
1.16	Employee benefits
	A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognised in respect of employee benefits expected to be settled within 12 months are measured at their nominal values using the remuneration rate expected to apply at the date of settlement. Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided to employees up to reporting date.
1.17	Value Added Tax (VAT) and similar taxes
	Revenues, expenses and assets are recognised net of the amount of VAT or similar tax, except where the amount of tax incurred is not recoverable from the relevant taxing authority. In these circumstances the tax is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the consolidated statement of financial position are shown inclusive of tax.
1.18	Provisions
	Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
1.19	Plant and equipment
	Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses. Plant and equipment are measured on the cost basis less depreciation and impairment losses. The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. The depreciable amount of all fixed assets is depreciated on a diminishing value basis over the asset's useful life to the consolidated Group commencing from the time the asset is held ready for use.
	Class of Fixed Asset                               Depreciation rate Property Plant and Equipment                  10% - 50%
	The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each Statement of financial position date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or losses are included in the income statement.
1.20	Financial assets at fair value through other comprehensive income
	Financial assets at fair value through other comprehensive income are non-derivative financial assets that are either not capable of being classified into other categories of financial assets due to their nature or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments and the intention is to hold them for the medium to long term. They are subsequently measured at fair value with any re-measurements other than impairment losses and foreign exchange gains and losses recognised in Reserves. When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in Reserves is reclassified into profit or loss. The financial assets are presented as non-current assets unless they matured, or the intention is to dispose of them within 12 months of the end of the reporting period.
1.21	Share-based payments
	The Group operates equity-settled share-based payment option schemes.  The fair value of the options to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of options is ascertained using a Black-Scholes pricing model which incorporates all market vesting conditions.  The number of options expected to vest is reviewed and adjusted at the end of each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.
1.22	Critical accounting estimates and judgements
	The Directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. Key estimates - Impairment of the carrying value of investments & financial assets The Group assesses impairment at the end of each reporting period by evaluating the conditions and events specific to the Group that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations that incorporate various key assumptions. Management make judgements in respect of the carrying value of their investments both at a group and company level. In undertaking this exercise management make estimations in respect of the projected success of the associates projects at the period end based on the information available at that time including, but not limited to, the financing available to the associate to pursue its projects. At the year end they consider the best estimate of the carrying value of the associate to be same at both a Group and Company level. Refer to note 13 for additional information. Key estimates - Estimated fair value of certain financial assets measured at fair value through other comprehensive income The fair value of financial instruments that are not traded in an active market are determined using judgement to make assumptions that are mainly based on market conditions existing at the end of each reporting period. Refer to note 14 for additional information. Intangible exploration assets and legal rights to licence recorded at costs on acquisition  The costs incurred to acquire legal rights to exploration licences are recognised at costs. When the acquisition of an entity does not qualify as a business, the Directors consider the excess of the consideration over the acquired assets and liabilities is attributed to the costs of the licence and capitalise these as exploration and evaluation assets. These assets are subject to periodic impairment reviews which require management estimation and judgement. Refer to note 11 for information on these judgements. Key estimates - Estimated fair value of share based payments The fair value of share based payments is determined as the value of services provided or the contracted amount. Options and warrants issued are valued using the Black-Scholes pricing model using the Company's share price, and the gold ETF volatility index.  Refer to note 8 for additional information. Key estimates - assessment of level of control in joint venture and associate The assessment of the level of control over the joint venture and associate is a key judgement. For the joint venture this has been determined based on the agreed management committee representation pursuant to the applicable agreement. Refer to note 13 for additional information.
2	Adoption of new and revised standards and changes in accounting policies
	At the date of authorisation of these financial statements, there are no new, but not yet effective, standards, amendments to existing standards, or interpretations that have been published by the IASB that will have a material impact on these financial statements.

Contacts

Panthera Resources PLC

Mark Bolton (Managing Director)                                                                              [phone]

                                                                                                            [e-mail]

Allenby Capital Limited (Nominated Adviser & Joint Broker)             [phone]

John Depasquale / Vivek Bhardwaj (Corporate Finance)                                                               

Guy McDougall / Kelly Gardiner (Sales & Corporate Broking)

Novum Securities Limited (Joint Broker)                                                      [phone]

Colin Rowbury                                                                                                                                                  

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Qualified Person

The technical information contained in this disclosure has been read and approved by Ian S Cooper (BSc, ARSM, Fausi MM, FGS), who is a qualified geologist and acts as the Qualified Person under the AIM Rules - Note for Mining and Oil & Gas Companies.  Mr Cooper is a geological consultant to Panthera Resources PLC.

UK Market Abuse Regulation (UK MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

Forward-looking Statements

This news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; possible variations in ore grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein.

**ENDS**

 

END