Notice of General Meeting

23 October 2019

Panther Metals PLC

(“Panther” or the “Company”)

Notice of General Meeting

Panther Metals Plc (NEX:PALM) is pleased to announce that it has posted a notice convening a General Meeting of the Shareholders to be held on 14  November 2019 at  9am UK time at the offices of Orrick, Herrington & Sutcliffe (UK) LLP, 107 Cheapside, London EC2V 6DN.

It will be proposed to consolidate the Ordinary Shares of no par value, such that every 20 Ordinary Shares will consolidate into one New Ordinary Share.

A copy of the circular and Notice of General Meeting will shortly be available at https://www.panthermetals.co.uk/

A copy of the Non-Executive Chairman’s letter, the expected timetable of principal events, share capital statistics and definitions sections contained in the circular, are set out in full below in this announcement without material amendment or adjustment.

The Directors accept responsibility for the contents of this announcement.

The Company PANTHER METALS PLC Darren Hazelwood, Chief Executive Officer Mitchell Smith, Chief Operating Officer	www.panthermetals.co.uk + 44 (0)7971 957 685 + 1 [phone] [e-mail]
NEX Exchange Corporate Adviser PETERHOUSE CAPITAL LIMITED Mark Anwyl Guy Miller Company broker SI CAPITAL LIMITED Nick Emerson	[phone]    [phone]

PANTHER METALS PLC

(the “Company”)

(Incorporated in the Isle of Man under the Companies Act 2006 with company number 009753V)

Directors Dr Kerim Sener (Non-Executive Chairman) Simon Andrew Julian Rothschild (Non-Executive Director) Mitchell Patrick Smith (Chief Executive Officer) Darren Hazelwood (Non-Executive Director) Nicholas John O’Reilly (Non-Executive Director) Kate Asling (Non-Executive Director)

Registered Office: 34 North Quay Douglas Isle of Man IM1 4LB

23 October 2019

To the holders of Ordinary Shares of the Company

Dear Sir or Madam

Notice of General Meeting

and

Proposals for a share consideration

1.         Introduction

A General Meeting will be held on 14 November 2019 at 9am UK time at the offices of Orrick, Herrington & Sutcliffe (UK) LLP, 107 Cheapside, London EC2V 6DN. The notice convening the meeting is set out at the end of this Document.

As announced on 21 October 2019, the date of posting this General Meeting Document to Shareholders, the Directors are putting Proposals to Shareholders for a share consolidation.

2.       Reasons for the Proposals

The Company adopted a new investing policy on 15 February 2018 and completed a significant refinancing.  The Directors believe that significant progress has been made in terms of creating shareholder value.

For a smaller company the number of shares outstanding is very large and market value at fractions of a penny can be confusing.

The Directors accordingly believe that Shareholders would be better served if the shares held a larger market value, significantly at the current level.  The Ordinary Shares currently trade on NEX and the closing price on 18 October 2019 was 0.75p per Ordinary Share (being the latest practicable date prior to the posting of this document.  The effect of the proposed Share Consolidation would be to consolidate every 20 Ordinary Shares into one New Ordinary Share.  Assuming an unchanged share price, the New Ordinary Shares would trade on NEX at a price of 15p per New Ordinary Share and the number of shares in issue would reduce from 670,266,052 to 33,513,302.

2.         Effect of the Share Consolidation

Although the number of Ordinary Shares in issue will decrease, each Shareholder will still own the same proportion of the issued share capital of the Company as immediately before the Share Consolidation, subject to fractional entitlements. The value of a Shareholder’s holding in the Company immediately following the Share Consolidation will be the same as the value of its holding in the Company immediately before the Share Consolidation.

Following the Share Consolidation, and assuming no further shares are issued, repurchased or cancelled between 22 October 2019 (being the last practicable date prior to publication of this document) and the date on which the Share Consolidation becomes effective, the Company’s total issued share capital would comprise 33,513,302 New Ordinary Shares. The New Ordinary Shares will be equivalent in all material respects to the Existing Ordinary Shares (including as to dividend, voting and other rights).

Application will be made for the New Ordinary Shares to be admitted to trading on NEX, with Admission expected to take place and dealings expected to commence at 8.00 a.m. on the Admission Date. The Company will apply for the New Ordinary Shares under the ISIN IM00BKDM2T52 to be admitted to CREST with effect from Admission so that general market transactions in the New Ordinary Shares may be settled within the CREST system.

Share certificates representing the New Ordinary Shares will be issued following the Share Consolidation and sent to Shareholders on or about 20 November 2019. Shareholders who hold their Ordinary Shares in CREST will automatically have their New Ordinary Shares credited to their CREST account. The relevant CREST accounts will be credited at approximately 8.00 a.m. on the Admission Date.

Unless a holding of Ordinary Shares is exactly divisible by 20, a Shareholder will have a fractional entitlement to a New Ordinary Share following the Share Consolidation. These fractional entitlements will all be aggregated into New Ordinary Shares and sold in the market. Given that the maximum sum that might be due to a Shareholder from the factional entitlements is 14.25p (which substantially exceeds the costs of making such a payment to a shareholder) Shareholder will have no entitlement or right to the proceeds of sale and so will not receive a cheque or have its CREST account credited in respect of that entitlement due to the administrative costs incurred in doing so; rather, the net proceeds will be retained by the Company.

3.         Action to be taken

Enclosed with this document is a Form of Proxy for use by Shareholders in connection with the General Meeting. Shareholders should complete and return the Form of Proxy in accordance with the instructions printed on it as soon as possible and in any event so that it may be received by the Company’s Registrars, Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS99 6ZY, by no later than 3.00 p.m. on 11  November 2019. CREST members who wish to appoint a proxy or proxies may do so by completing and transmitting a CREST Proxy Instruction to Computershare Investor Services PLC, CREST participant ID 3RA50. Electronic proxy appointments must be received by no later than 9.00 a.m. on  12 November 2019. Appointment of a proxy will not preclude a Shareholder from attending and voting at the General Meeting if they wish to do so and are so entitled.

Further details of the electronic appointment methods are found in the notes to the notice of the General Meeting set out at the end of this document.

4.         Recommendation

The Directors recommend that you vote in favour of the Resolution as they intend to do in respect of their own beneficial shareholdings, which amounts to 117,649,236 Ordinary Shares representing approximately 18 per cent of the present issued share capital of the Company.

Yours faithfully

Kerim Sener
Non Executive Chairman

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Despatch of this Document	23 October 2019
Record Date for the Share Consolidation	18:00 on 12 November 2019
Latest time and date for receipt of Forms of Proxy	09:00 (UK) on 12 November 2019
General Meeting	9:00am (UK) 14 November 2019
Proposals become effective	15 November 2019
Existing Ordinary Share register closed and Ordinary Share disabled in CREST	Close of business on  14  November 2019
New Ordinary Shares admitted to trading on NEX	20  November 2019
CREST accounts credited with New Ordinary Shares	15  November 2019
Despatch of share certificates in respect of New Ordinary Shares	22  November 2019

SHARE CAPITAL STATISTICS

Ordinary Shares in issue on 22 October 2019 (being the last practicable date prior to the publication of this Document)	670,266,052
Issued Share Capital following the Share Consolidation	33,513,302
ISIN Number for the New Ordinary Shares	IM00BKDM2T52
SEDOL Number for the New Ordinary Shares	BKDM2T5

DEFINITIONS

The following definitions apply throughout this Document, unless the context requires otherwise:
 

“Act”	the Isle of Man Companies Act 2006, as amended
“Admission”	admission of the New Ordinary Shares to trading on the NEX Exchange Growth Market, which is expected to become effective on 20 November 2019
“General Meeting”	the general meeting of the Company to be held on 14 November 2019 at 9am UK time at the offices of Orrick, Herrington & Sutcliffe (UK) LLP, 107 Cheapside, London EC2V 6DN
“Articles” or “Articles of Association”	the articles of association of the Company from time to time
“Board” or “Directors”	the directors of the Company, whose names are set out on page 6 of this Document
“Business Day”	a day other than Saturday or Sunday or a public holiday in England and Wales
“Company” or “Panther Metals plc”	Panther Metals plc, a company registered in the Isle of Man  under the Act with company number 009753V, whose registered office is at 34 North Quay Douglas Isle of Man IM1 4LB
“CREST”	the computerised settlement system (as defined in the CREST Regulations) to facilitate the transfer of title in shares and the holding of shares in uncertificated form which is operated by Euroclear UK & Ireland Limited
“CREST Regulations”	the Isle of Man Uncertified Securities Regulations 2006 (as amended from time to time)
“Document”	this document and its contents
“FCA”	the United Kingdom Financial Conduct Authority
“FSMA”	the Financial Services and Markets Act 2000 (as amended)
“Current Share Capital”	the 670,266,052 Ordinary Shares in issue as at the date of this Document
“New Ordinary Shares”	The 33,513,302 Ordinary Shares of no par value, in issue following the Share Consolidation
“NEX Exchange”	NEX Exchange Limited, a recognised investment exchange under section 290 of FSMA
“NEX Exchange Growth Market"	the primary market for unlisted securities operated by NEX Exchange
“NEX Exchange Rules”	the NEX Exchange Growth Market Rules for Issuers, which set out the admission requirements and continuing obligations of companies seeking admission to and whose shares are admitted to trading on the NEX Exchange Growth Market
“Ordinary Shares”	ordinary shares of no par value each in the capital of the Company
“Peterhouse”	Peterhouse Capital Limited, NEX Exchange Corporate Adviser to the Company, which is authorised and regulated by the FCA
“Proposals”	the proposals set out in this Document
“Resolution”	the resolution set out in the General Meeting Notice
“Share Consolidation”	The consolidation of every 20 existing Ordinary Shares in the Current Share Capital into one New Ordinary Share
“Shareholders”	the persons who are registered as the holders of Ordinary Shares from time to time
“UK”	the United Kingdom of Great Britain and Northern Ireland