Flow Through Share Fundraise

Panther Metals PLC

09 October 2026

 

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. MARKET SOUNDINGS WERE TAKEN FROM CERTAIN PERSONS IN RELATION TO THE PLACING. THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

PANTHER METALS PLC

("Panther Metals" or the "Company")

(Incorporated and registered in the Isle of Man with company number 009753V)

9 October 2026

Flow Through Share Fundraise of £2,220,000 at £2.26 per share to progress Critical Minerals Strategy

Panther Metals (LSE: PALM), the exploration company focused on mineral projects in Canada, is pleased to announce a private placement raising gross proceeds of GBP£2,220,000/CAD$4,158,064 by way of a Canadian flow-through share offering ("Flow-Through Placing"). The Flow-Through Placing is expected to close on or around 16 October 2026 and is subject to customary closing conditions, including the Company receiving all necessary regulatory approvals.

Darren Hazelwood, Chief Executive Officer, commented:

"Panther Metals is the first solely UK-listed company to look to execute a Canadian flow-through financing. This is a significant achievement for the Company and opens a new funding gateway where the subscription premium to market available through flow-through capital can benefit both our shareholders and our corporate funding strategy.

Importantly, on closing, this financing will fully fund all our planned exploration requirements for the next 12 months and will complete one of the final requirements on our path towards a CSE listing.

I am incredibly proud of the team for getting this to this stage. We have broken new ground for a UK-listed company and are looking to establish a funding route that we believe can continue to benefit Panther well into the future.

The Company is now in excellent shape to deliver across our asset base. We will have the funding, the projects and the strategy. Our focus now is simple: deliver."

Flow-Through Private Placement

The Company has entered into an agreement with PearTree Securities Inc. ("PearTree") to raise gross proceeds of CAD$4,158,064 (£2,220,000) through the issue of 980,398 units (the "FT Units") at an issue price of CAD$4.24 (£2.26) per FT Unit, to institutional, professional and sophisticated investors. Each FT Unit is comprised of one ordinary share (each an "FT Share") and one-half of one ordinary share purchase warrant (each whole warrant, a "Warrant") of the Company, each of which will qualify as a "flow-through share", as defined in subsection 66(15) of the Income Tax Act (Canada) (the "ITA"). Each Warrant will entitle the holder thereof to subscribe for one new ordinary share in the capital of the Company at a price of £2.67 for a period of 36 months following the closing date.

The issue price represents a 24% premium to the last closing price of Panther ordinary shares on the LSE as of 7 October 2026. The Flow-Through Placing will be facilitated by PearTree. SI Capital Limited  ("SI") is acting as UK placing agent for the Flow-Through Placing.

On completion of the Flow-Through Placing, pursuant to a block trade agreement between PearTree and SI, SI will facilitate the secondary sale of the FT Units to select UK and US institutional investors by way of a block trade ("UK Block Trade").

The FT Shares will be issued at a premium, as Canadian flow-through shares, and provide tax incentives to those investors for expenditures that qualify as Qualifying Expenses (as defined below).

Background to "flow-though" share placings

The term "flow-through share" is a defined term in the ITA and is not a distinct type of share under corporate law. Flow-through shares refer to the ordinary shares of no par value that will be issued by the Company to investors under an agreement with the investors whereby the Company agrees to incur certain qualifying expenses on its assets in Canada, and to renounce such qualifying expenses, which qualify for tax deductions, to the investors. If the Company and the investors comply with the rules of the ITA, the investors will be entitled to deduct their proportionate share of the amount renounced by the Company in computing their income for Canadian income tax purposes and Quebec income tax purposes, as the case may be, and, as a result, flow-through shares are issued at a higher price. The tax benefits associated with flow-through shares are available only to the initial subscribers thereof (who are Canadian residents) and not to any other person who acquires flow-through shares through the on-sale or transfer of those flow-through shares.

PearTree is a Canadian exempt market dealer and will not receive any fees or commission from the Company for its role with respect to the Flow-Through Placing.

Use of proceeds

The Company intends to use the gross proceeds from the sale of the FT Units to incur exploration expenses that are eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as such terms are defined in the ITA, which will be eligible for a federal 30% investment tax credit for any eligible individual investors, and for any eligible individual subscriber participating in the Offering who is resident in Ontario or who is otherwise liable to pay tax in Ontario, such individual will be eligible for the 5% Ontario Focused Flow-Through Share Tax Credit under the Taxation Act, 2007 (Ontario)  (the "Qualifying Expenses").

The Flow Through Placing will primarily support the continuation of the Phase 1 diamond drilling programme at the Wishbone VMS Prospect on the Obonga Project, northwest Ontario, Canada into 2027.

The gross proceeds from the sale of the FT Units are restricted to the permitted purpose set out above and the proceeds will not be used for working capital purposes.

Admission and Total Voting Rights

Application will be made for the ordinary shares issued in connection with the Flow-Through Placing to be admitted to trading on the main market for listed securities of London Stock Exchange plc ("Admission"). It is anticipated that Admission will become effective, and that dealings in the ordinary shares issued in connection with the Flow-Through Placing will commence, at 8.00 a.m. (London time) on 16 October 2026.

The FT Shares will, when issued rank pari passu in all respects with the existing issued Ordinary Shares of the Company.

Immediately following Admission, and in accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1, the Company's total issued share capital will comprise 12,170,236 Ordinary Shares, each with one vote. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

The person responsible for releasing this announcement pursuant to UK MAR is Darren Hazelwood, Chief Executive Officer of the Company.

For further information, please contact:

Panther Metals PLC: Darren Hazelwood, Chief Executive Officer:	[phone]                                       [phone]
Brokers:
Optiva Securities Limited Mick McNamara	[phone]
Hybridan LLP Claire Louise Noyce	[phone]
SI Capital Limited Nick Emerson	[phone]

Important Legal Information

The contents of this Announcement have been prepared by, and are the sole responsibility of, the Company. This Announcement does not constitute, contain or form part of an offer of transferable securities to the public.

The FT Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or under the applicable state securities laws of the United States of America, its possessions or territories, any state of the United States of America and the District of Columbia or any area subject to its jurisdiction or any political subdivision thereof ("United States" or "U.S.") and may not be offered or sold directly or indirectly in or into the United States absent registration or an applicable exemption from registration. No public offering of the FT Units is being made in the United States. The FT Units are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the U.S. Securities Act to persons who are not "U.S. persons" (within the meaning of Regulation S under the U.S. Securities Act). In addition, the Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act"), and investors will not be entitled to the benefits of the U.S. Investment Company Act. The FT Units have not been and will not be registered in Australia, Canada, Japan, Singapore, the Republic of South Africa or in any other jurisdiction where to do so may contravene local securities laws or regulations.

This Announcement may contain forward-looking statements. The forward-looking statements include, but are not limited to, statements regarding the Company's or the Directors' expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statement that refers to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions, is a forward-looking statement. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "might", "plan", "possible", "potential", "predict", "project", "seek", "should", "would" and similar expressions, or in each case their negatives, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current expectations and assumptions regarding the Company, the business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements are not guarantees of future performance and the Company's actual financial condition, actual results of operations and financial performance, and the development of the industries in which it operates or will operate, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Company's financial condition, results of operations and the development of the industries in which it operates or will operate, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of financial condition, results of operations or developments in subsequent periods. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global, political, economic, social, business, technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this Announcement applies only as of the date of this Announcement and is expressly qualified in its entirety by these cautionary statements. Factors or events that could cause the Company's actual plans or results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this Announcement is based, unless required to do so by applicable law, the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook, the UK Listing Rules, the Disclosure Guidance and Transparency Rules of the FCA or the UK MAR.

 

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