Annual Financial Report

Panthera Resources PLC

27 September 2024

 

27 September 2024

Panthera Resources Plc

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

Audited Financial Results and Management Update for the 12 Months Ended March 31, 2024

Notice of Annual General Meeting

 

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, 2024.

 

Highlights of 2023-24 Financial Year

Panthera has navigated its sixth full year as an AIM-quoted exploration and mining company. During this period, we have focused the Company on unlocking the significant potential value of the Bhukia Project (Bhukia) in Rajasthan, India and advancing its gold projects in West Africa. 

Bhukia Project (Rajasthan, India)

·    On 28 February 2023, 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 24 August 2023, the Company announced that LCM had successfully completed its due diligence resulting in the arbitration funding agreement ("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 2 January 2024, IGPL announced that it had formally issued a Notice of Dispute ("NoD") to the Republic of India ("India") over the latter's breaches of its obligations under the 1999 Agreement between the Government of Australia and the Government of the Republic of India on the Promotion and Protection of Investments (the "Treaty").

·    On 26 July 2024 and subsequent to the financial year ended 31 March 2024 ("2023-24 Financial Year"), the Company announced that as the parties had not reached an amicable settlement and that IGPL had delivered the Notice of Arbitration ("NoA") to the Government of India ("GoI").  Under the Treaty, an arbitral tribunal is to be constituted within two months of delivery of the notice of arbitration and has not yet occurred as the date of this report.

Growing High Potential West Africa Gold Portfolio

Cascades (Burkina Faso)

·     During the 2023-24 Financial Year, the second phase of 10,000 metre drilling phase was 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 drilling results announced on 25 May 2023 Cascades 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 34 m @ 1.83 g/t Au and 18 m @ 1.13g/t Au

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

Bido (Burkina Faso)

·    During the 2023-24 Financial Year, the Group completed a geophysical programme of IP gradient array (for a total of 82 km lines) and IP pole-dipole array lines (6.4 km). The work focused on three prospects on the Kwademen Zone (Kwademen, Kwademen-East and Kwademen-South).

·    Subsequent to the 2023-24 Financial Year, on 17 July 2024, the Company announced a 2,000 metre reverse circulation drilling programme targeting coincident geochemical and geophysical anomalies on the Beredo-Kiekouyou prospect.

Kalaka (Mali)

·    On 9 October 2023, the Company announced the assay results from a 705 metre reverse circulation drilling programme at the Kalaka Project in Mali.  Drill assay results (based on 2m sampling intervals) included:

-      76 m at 0.53 g/t Au (includes 10 metres at 1.16 g/t Au) in hole KRC_23_005

-      34 m at 0.50 g/t Au in hole KRC_23_006

-      85 m at 0.52 g/t Au in hole KRC_23_007 (includes 12 metres at 1.62 g/t Au to End of the hole)

·    On 6 February 2024, the Company announced that it had completed LeachWELL analysis of 23 samples from 3 of the RC drill holes completed in 2023 at the K1A Prospect at the Kalaka Project in Mali. The work was carried out to identify if Kalaka's mineralisation would respond to conventional metallurgical processing.  With this positive test-work returning cyanide ("CN") extractable gold of at least 89%, the Company has identified a potential pathway to advance the project as a bulk volume low grade gold project.

·    Subsequent to the 2023-24 Financial Year, on 7 May 2024 and 17 June 2024, the Company announced the restructure of its ownership interests in the Kalaka Project in Mali and the Paimasa, Dagma and Dext gold projects in Nigeria (the "Nigerian Projects").  Following completion of the restructuring, as announced on 6 June 2024, Panthera's relevant interest in the Kalaka Project increased from 40% to 85%.  Panthera no longer hold any interests in the Nigerian Projects.

·    Subsequent to the 2023-24 Financial Year, on 13 June 2024, the Company announced the results for bottle roll metallurgical tests on samples of crushed diamond drill core. These test results showed recoveries between 67% and 88%, a positive result for the coarse size tested (minus 10mm).  All samples tested show relatively fast cyanide leaching with most gold extracted within 12 hours of leaching.

·    Subsequent to the 2023-24 Financial Year, on 9 July 2024, the Company announced a diamond drilling programme to twin the two historical drill holes K1AD001 and K1RC003 to verify the historical drill results and provide material for further metallurgical test work.

Bassala (Mali)

·    During the 2023-24 Financial Year, activities comprised mapping and sampling of new artisanal gold diggings over several zones of potential mineralisation that had not previously been drill tested by the Company.

Notice of AGM and posting of annual report

The annual general meeting of the Company (the "AGM") will be held at 10.30 a.m. on 20 November 2024 at the offices of Druces LLP, Salisbury House, London Wall, London, EC2M 5PS.

A copy of the Company's annual report and accounts and notice of AGM (including an explanatory circular and form of proxy) will shortly be available on the Company's website, https://pantheraresources.com/, and will be posted to the Company's shareholders on 30 September 2024.

The Company's results and chairman statement, as extracted from the annual report and accounts, are set out further below. 

 

Chairman's Statement

Dear Shareholder,

During the 2023-24 Financial Year, the Company concentrated its focus on seeking a resolution to the impasse over permitting of its advanced-stage Bhukia gold exploration project in Rajasthan, India, while continuing to add value to our West African gold exploration projects. 

The 17 years since the Governments of Rajasthan ("GoR") initially rejected the Company's rightful application for a Prospecting Licence over the Bhukia gold deposits has been a very frustrating period for the Company - its board of directors both past and present, its management and entire team plus all shareholders and stakeholders.  The GoR action and subsequent obfuscations challenged the Company's strategy and resolve.  If permitting would have been achieved in a timely manner as it legally should have been, in early-2008, the Company was poised to become a highly valuable, quoted Company with sufficient funding to proceed to its planned first-phase drill-out (2008-09) on its initial 6 million ounce gold exploration targets, and commencement of feasibility studies and application for Mining Lease (2009).

On 27 September 2023, the Company announced that the High Court of Rajasthan ("HCR") had dismissed the Company's writ petition aimed at reinstating its Prospecting Licence Application over Bhukia.  The decision by the HCR follows an amendment by the GoI to the Mines and Minerals (Development and Regulation) Act ("MMDR2021") that resulted in the immediate lapse of the preferential right to a prospecting licence and a subsequent mining lease.  The decision by the HCR adds to the act of expropriation, with the GoI again breaching its obligations to provide investment protections under the Australia India Bilateral Investment Treaty ("ABIT" or the "Treaty").

The stated rationale for the above amendment was to clear all pending matters to allow for all future tenure for gold and all other minerals to be granted only via the auction route implemented by GoI in 2015.

Considering the decision by the HCR, the Company has commenced a claim against the GoI for breaches of its obligations under the Treaty through, inter alia, international arbitration.  On 2 January 2024 it was announced that a Notice of Dispute was submitted to the GoI and following a period of unsuccessful consultation, a Notice of Arbitration was submitted to the GoI on 26 July 2024.  A claim for compensation pursuant to the Treaty will involve an assessment of the market value of the Bhukia project, which the Company believes is substantial, ranking as it does among the top undeveloped gold projects in the world.

To support the claim for damages against the GoI 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.

In West Africa, the Company will continue its efforts to generate value for its shareholders whilst being mindful of dilution of the unrealised intrinsic value of Bhukia.

Our Company's story has been one of interrupted development, with many instances over the years that might have resulted in resolution of the Bhukia permitting impasse with GoR.  The continuing legal struggles have depreciated our intrinsic value and led many of our early investors to depart so I thank those of our early shareholders who have stayed the course, and all new shareholders that have invested since our AIM admission in December 2017.  Thank you all very much for your continuing support and patience, I am very confident that real value will flow to the Company because of us aggressively challenging in the external, international legal framework, the questionable and spurious actions of GoR (and by default, GoI) over Bhukia.

Once again, I thank the entire Panthera team including especially the executives, the board of directors and our advisors for their continuing efforts to achieve what we hope and expect will be, in time, a very positive outcome for the Company. 

Michael Higgins

Non-Executive Chairman

26 September 2024

The audited Annual Report and Financial Statements for the year ended 31 March 2024 will shortly be sent to shareholders and published at: pantheraresources.com

Group statement of comprehensive income for the year ended 31 March 2024	2024	2023
	$ USD	$ USD
Continuing operations
Revenue	-	-
Gross profit	-	-
Other Income	-	12
Arbitration income	1,963,256
Arbitration expenses	(1,911,462)
Exploration costs expensed	(448,276)	(940,028)
Administrative expenses	(1,211,418)	(1,320,934)
Impairment expense	(67,984)
Share of losses in Investment in Associate and Joint Venture	(460,889)	(896,216)
Loss from operations	(2,136,773)	(3,118,848)
Investment revenues	3,370	24
Loss on sale of investments	-	(294)
Loss before taxation	(2,133,403)	(3,157,436)
Taxation	-	-
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange differences	6,574	(55,547)
Total comprehensive loss for the year	(2,126,829)	(3,212,983)
Total loss for the year attributable to:
-       Owners of the parent Company	(2,120,726)	(3,141,084)
-       Non-controlling interest	(12,677)	(16,352)
	(2,133,403)	(3,157,436)
Total comprehensive income for the year attributable to:
-       Owners of the parent Company	(2,114,152)	(3,196,631)
-       Non-controlling interest	(12,677)	(16,352)
	(2,126,829)	(3,212,983)
Loss per share attributable to the owners of the parent
Continuing operations (undiluted/diluted) (cents per share)	(1.35)	(2.54)

Group statement of financial position for the year ended 31 March 2024

	2024	2023
	$ USD	$ USD
Non-current assets
Intangible Assets	1,268,352	1,251,457
Property, plant and equipment	2,337	2,288
Investments	302,969	654,357
	1,573,658	1,908,102
Current assets
Trade and other receivables	664,799	65,826
Cash and cash equivalents	281,499	126,275
	946,298	192,101
Total assets	2,519,956	2,100,203
Non-current liabilities
Provisions	44,721	42,508
	44,721	42,508
Current liabilities
Provisions	15,005	27,160
Trade and other payables	998,736	799,293
Total liabilities	1,058,462	868,961
Net assets	1,461,494	1,231,242
Equity
Share capital	2,288,782	1,721,441
Share premium	24,007,525	22,125,397
Capital reorganisation reserve	537,757	537,757
Other reserves	888,215	980,604
Retained earnings	(25,870,016)	(23,755,864)
Total equity attributable to owners of the parent	1,852,263	1,609,334
Non-controlling interest	(390,769)	(378,092)
Total equity	1,461,494	1,231,242

Group statement of changes of equity for the year ended 31 March 2024

	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 and warrants issued	-	-	-	16,902	-	16,902	-	16,902
Share options and warrants lapsed	-	-	-	(124,952)	124,952	-	-	-
Share options and warrants exercised	-	-	-	(107,771)	107,771	-	-	-
Issue of shares during period	303,319	1,612,747	-	-	-	1,916,066	-	1,916,066
Exercised share options during 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	-	79,287	-	79,287
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

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 2023	1,721,441	22,125,397	537,757	980,604	(23,755,864)	1,609,335	(378,092)	1,231,243
Year ended 31 March 2024:
Loss for the year	-	-	-	-	(2,120,726)	(2,120,726)	(12,677)	(2,133,403)
Foreign exchange differences realised during the year	-	-	-	-	6,574	6,574	-	6,574
Total comprehensive income for the year	-	-	-	-	(2,114,152)	(2,114,152)	(12,677)	(2,126,829)
Share options and warrants issued	-	-	-	7,871	-	7,871	-	7,871
Share options and warrants lapsed	-	-	-	(3,323)	-	(3,323)	-	(3,323)
Issue of shares during period	523,606	1,878,019	-	-	-	2,401,625	-	2,401,625
Exercised share options during period	43,735	186,288	-	-	-	230,023	-	230,023
Share issuance costs	-	(182,179)	-	-	-	(182,179)	-	(182,179)
Foreign exchange differences on translation of currency	-	-	-	(96,937)	-	(96,937)	-	(96,937)
Total transactions with owners, recognised directly in equity	567,341	1,882,128	-	(92,389)	-	2,357,080	-	2,357,080
Balance at 31 March 2024	2,288,782	24,007,525	537,757	888,215	(25,870,016)	1,852,263	(390,769)	1,461,494

Group statement of cash flows for the year ended 31 March 2024

	2024		2023
	$ USD		$ USD
Cash flows from operating activities
Cash used in operations	(1,907,485)		(1,847,133)
Income taxes paid	-		-
Net cash used in operating activities	(1,907,485)		(1,847,133)
Investing activities
Net expenditures on property, plant and equipment	(2,968)		-
Acquisition of a subsidiary, net of cash acquired	23,747		-
Additional investment in joint venture	(177,516)		(23,305)
Net cash used in investing activities	(156,737)		(23,305)
Financing activities
Proceeds from issue of shares, net of issue costs	2,219,446		1,820,788
Net cash generated from financing activities	2,219,446		1,820,788
Net increase / (decrease) in cash and cash equivalents	(126,275)		175,925
Cash and cash equivalents at beginning of year	126,275		175,925
Cash and cash equivalents at end of year	281,499		126,275
The following are the non-cash transactions during the year:
	2024		2023
	$ USD		$ USD
Noncash investing and financing transactions
Settlement of director's fee through issuance of shares	143,604		42,592
Settlement of payables through issuance of shares	86,419		59,971
Issuance of options to advisors in lieu of services	7,871		16,902

Notes to the 2024 Financial Statements (Extract)

1           Material Accounting Information

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 2024 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 $1,644,348 (2023: loss of $2,461,074).

1.2        Basis of consolidation

The consolidated financial statements comprise the financial statements of Panthera Resources PLC and its subsidiaries as at 31 March 2024.

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 did not satisfy the criteria of IFRS 3 Business Combinations and therefore falls outside the scope of the standard.

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 did not satisfy the criteria of IFRS 3 Business Combinations and therefore falls outside the scope of the standard

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 venture 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 $2,133,403 and incurred operating cash outflows of $1,907,485 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 indicates 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 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.

When a business combination is achieved in stages, the Group's previously held interests in the acquired entity are remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of. During the year, the

Group acquired Maniger Limited, which was previously held as an associate. See Note 14 for further detail.

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        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.

1.9        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.

1.10      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.

1.11      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.

Exploration and development assets acquired in a business combination and recognised separately from goodwill are recognised initially at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, exploration and development assets acquired in a business combination are reported at cost, on the same basis as exploration and development assets that are acquired separately.

The carrying values of acquisition costs are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

1.12      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.

1.13      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.

1.14      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.

1.15      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.

1.16      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.

1.17      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.

1.18      Property, 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.

1.19      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.

1.20      Share Capital, share premium, capital reorganisation reserve and other reserves

Ordinary shares are classified as equity. Ordinary shares are recognised at par value and classified as "share capital" in equity.

Any amounts received from the issue of shares in excess of par value is classified as "share premium" in equity.

Capital reorganisation reserve relates to share exchange with the shareholders of IGP in FY2018. There has been no movement in the reserve since that date. Refer to Note 20. Other reserves relates to the share option reserve. Refer to Note 1.21 and 26.

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      Arbitration income and expense

Arbitration income

Arbitration income, provided by litigation funders, is recognised as income when a claim is made against the Arbitration funding agreement. This recognition occurs at the point when the claim is formally raised and meets the criteria specified in the funding agreement.

Arbitration expenses

Arbitration expenses, which are funded from claims, are recognised as expenses when a claim is raised. The recognition of these expenses coincides with the formal initiation of a claim, reflecting the principle of matching expenses with the related income.

Both arbitration income and expenses are recorded on an accrual basis to ensure proper matching of revenues and expenses in the period in which they occur, regardless of when cash is received or paid.

1.23      Critical accounting estimates and judgements

The Directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

Key estimates - Impairment of the carrying value of investments & financial assets

The Group assesses impairment at the end of each reporting period by evaluating the conditions and events specific to the Group that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations that incorporate various key assumptions.

Management makes 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 14 for additional information.

Key estimates - 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 12 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 21 and 22 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 14 for additional information.

Key estimates - Estimated acquisition fair value of net assets of Maniger Limited

The fair value of Maniger's identifiable net assets on acquisition date is measured using the fair value of the Group's interest in Maniger. When removing intercompany loans, Maniger's net liabilities of $16,895 was acquired for $nil consideration. As acquiring net liabilities, management have considered that the fair value of the assets acquired is equal to the book value in the absence of a formal valuation. The additional $16,895 has been allocated to the exploration intangible asset which represents the value of the licences held by Maniger. All other net assets are valued at book value on the date of acquisition. Refer to Note 14 for additional information.

2           Adoption of new and revised standards and changes in accounting policies

2.1        New standards, interpretations and amendments effective from 1 January 2023

In the current year, the Group has considered a number of amendments to IFRS that are mandatorily effective for an accounting period that begins on or after 1 January 2023. The following amendments are effective for the period beginning 1 January 2023:

·      IFRS 17 Insurance Contracts;

·      Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements);

·      Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors);

·      Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income Taxes); and

·      International Tax Reform - Pillar Two Model Rules (Amendment to IAS 12 Income Taxes) (effective immediately upon the issue of the amendments and retrospectively).

Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

2.2        Standards and interpretations not yet effective

             There are a number of standards, amendments to standards and interpretations which have been issued by the IASB that

are effective in future accounting periods that the Group has decided not to adopt early.

Standard/Interpretation	Effective Date Years beginning on or after	Expected Impact
IFRS 16 Leases (Amendment - Liability in a Sale and Leaseback)	January 1, 2024	Unlikely there will be a material impact
IAS 1 Presentation of Financial Statements (Amendment - Classification of Liabilities as Current or Non-current)	January 1, 2024	Unlikely there will be a material impact
IAS 1 Presentation of Financial Statements (Amendment - Non-current Liabilities with Covenants)	January 1, 2024	Unlikely there will be a material impact
IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures (Amendment - Supplier Finance Arrangements)	January 1, 2024	Unlikely there will be a material impact
IAS 21 The Effects of Changes in Foreign Exchange Rates (Amendment - Lack of Exchangeability)	January 1, 2025	Unlikely there will be a material impact

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